Business Context and Reporting Period
Company: Ecolab Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: April 27, 2012
Context: This filing serves as a Regulation FD disclosure providing supplemental unaudited condensed combined pro forma financial information. It relates to the merger between Ecolab Inc. and Nalco Holding Company, which was completed on December 1, 2011.
Key Financial Metrics
This filing does not contain specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity within the body text. Instead, it references Exhibit 99.1, which contains the supplemental pro forma financial information for:
- Each quarterly period of 2011.
- The six- and nine-month periods ended June 30, 2011, and September 30, 2011.
- The full year ended December 31, 2011.
The filing explicitly states that the information is furnished and not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934.
Material Changes
The primary material event referenced is the completion of the merger with Nalco Holding Company on December 1, 2011. This filing provides additional pro forma data to supplement the unaudited condensed combined pro forma financial statements previously reported in the December 1, 2011, Form 8-K.
Guidance, Outlook, and Risks
Management Commentary: The filing is procedural, intended as a convenience to readers by providing additional pro forma data for the 2011 fiscal year following the merger.
Risks and Contingencies: No specific risks or contingencies are detailed in the text of this report. The filing includes a standard disclaimer that the information is not incorporated by reference into other SEC filings unless expressly stated.
Investor Verification Checklist
- Review Exhibit 99.1 attached to this filing for the actual numerical pro forma financial data for 2011.
- Compare the new pro forma data in Exhibit 99.1 against the unaudited condensed combined pro forma statements previously filed in the December 1, 2011, Form 8-K (Exhibit 99.7).
- Verify the impact of the Nalco merger on Ecolab's financial position using the supplemental quarterly, six-month, nine-month, and full-year 2011 data.