Business Context and Reporting Period
This Form 8-K, dated April 10, 2002, is a Regulation FD disclosure by Ecolab Inc. regarding the publication of unaudited pro forma financial information on its investor website. The disclosure relates to the November 30, 2001, acquisition of the remaining 50% interest in the Henkel-Ecolab joint venture from Henkel KGaA.
Key Financial Metrics
The filing does not contain specific revenue, profit, cash flow, margin, debt, or liquidity figures. Instead, it describes the nature of pro forma condensed statements of income for quarterly and annual periods in 2000 and 2001, which are available on the company's website but are not included in this text.
Material Changes and Adjustments
The pro forma information published differs from previous filings (Form 8-K/A and Form 10-K) in the following respects:
- Presentation of interim pro forma information by fiscal quarter rather than longer periods.
- Inclusion of additional fourth-quarter and full-year pro forma data for 2001.
- Assumption that FASB Statement No. 142 (cessation of goodwill amortization) was applicable to all periods presented.
- Reclassification adjustments to conform with the adoption of ETIF 01-09 regarding accounting for consideration given by a vendor to a customer.
Guidance, Outlook, and Risks
Management explicitly states that the published pro forma material is voluntary, not prepared in accordance with Regulation S-X Article 11, and not incorporated by reference into SEC filings. The company disclaims any duty to update the material and warns that the figures are subject to estimates and assumptions. They should not be considered indicative of actual results had the transaction occurred on the assumed dates, nor are they indicative of future operating results. The material is expected to remain available on the website through June 30, 2002.
Investor Verification Checklist
- Verify the specific pro forma financial figures by accessing the Ecolab investor website at the URL provided in the filing.
- Confirm the impact of FASB Statement No. 142 on historical goodwill amortization in the pro forma models.
- Review the reclassification adjustments related to ETIF 01-09 to understand changes in revenue or expense recognition.
- Note that the pro forma data is unaudited and not GAAP-compliant for SEC filing purposes.