UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date
of
Report: December
21, 2006
NALCO
HOLDING COMPANY
Delaware 001-32342 16-1701300
(State
of
Incorporation) (Commission
File Number) (IRS
Employer Identification Number)
1601
W.
Diehl Rd., Naperville, IL 60563
630-305-1000
Check
the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following
provisions:
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
8.01. Other
Events
On
December 21, 2006, Nalco Holding Company issued a Financial Fact Book as a
summary of previously produced financial and non-financial information
concerning the Company. The Fact Book is not meant to substitute for the full
filings required by the Securities and Exchange Commission (SEC) and any
investor or prospective investor should consult our Securities and Exchange
Act
Filings when making investment decisions. The content of that Financial Fact
Book is being furnished to the SEC as an exhibit to this form. Also being
furnished are a reconciliation of Adjusted EBITDA, a non-GAAP measure, to net
earnings and a reconciliation of Free Cash Flow, also a non-GAAP measure, to
Cash From Operations. These documents are also available on the Investor
Relations section of the Company’s Web site, www.nalco.com.
Item
9.01. Financial
Statements and Exhibits
The
following exhibits are furnished pursuant to Item 9.01 of Form 8-K:
| (99.1) |
Content
of Nalco Financial Fact Book dated December 2006.
|
| (99.2) |
Free
Cash Flow Reconciliations.
|
| (99.3) |
Adjusted
EBITDA Reconciliations.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the
undersigned.
NALCO
HOLDING COMPANY
/s/
Stephen N. Landsman
Secretary
Date:
December 21, 2006