01—Abstract
Summary
Summary of the 8-K filed January 8, 2013. Cited figures are marked; the original filing is the authoritative source.
This Form 8-K filing by Ecolab Inc. (ECL) on January 8, 2013, primarily serves to disclose anticipated non-GAAP adjusted diluted earnings per share (EPS) ranges for both the full year ended December 31, 2012, and the upcoming year ending December 31, 2013.
The company emphasizes that these non-GAAP figures exclude special gains/charges and discrete tax items, with management asserting their utility in providing investors with enhanced transparency and enabling better period-over-period comparisons of financial performance. The filing incorporates by reference a news release containing these disclosures.
Investors should note that the information provided under Items 2.02 and 7.01, including the attached exhibit, is furnished and not deemed 'filed' under Section 18 of the Securities Exchange Act of 1934, meaning it does not carry the same legal implications as a formally filed document. This 8-K is thus a forward-looking communication regarding financial expectations.
02—Key points
Key Highlights
- Ecolab Inc. provided an update on its expected non-GAAP adjusted diluted EPS for the fiscal year 2012.
- The company also disclosed its expected range for non-GAAP adjusted diluted EPS for the fiscal year 2013.
- These non-GAAP earnings exclude "special gains and charges" and "discrete tax items".
- Management believes these non-GAAP metrics offer investors greater transparency.
- The disclosed metrics are intended to facilitate easier period-over-period financial comparison.
- The information was disseminated via a news release dated January 8, 2013, attached as an exhibit.
- The disclosures under Items 2.02 and 7.01 are furnished, not formally filed, and are not incorporated by reference into other filings unless expressly stated.
03—Questions
Frequently Asked Questions
What is the main purpose of this 8-K filing?
The main purpose of this 8-K filing is to disclose Ecolab Inc.'s expected range for non-GAAP adjusted diluted earnings per share (EPS) for the fiscal year 2012 and its projections for the fiscal year 2013. This is done to provide investors with forward-looking financial guidance.
What does 'non-GAAP adjusted diluted EPS' mean in this context?
In this context, 'non-GAAP adjusted diluted EPS' refers to earnings per share that exclude specific items. Ecolab states these exclusions are 'special gains and charges' and 'discrete tax items.' The company believes this adjusted view provides a clearer picture of ongoing operational performance.
Is the information in this filing legally binding?
The information in this filing, particularly under Items 2.02 and 7.01, is furnished and not 'filed' under Section 18 of the Securities Exchange Act of 1934. This means it does not carry the same legal liability as formally filed information, and it will not be automatically incorporated into future SEC filings unless explicitly referenced.
Where can I find the specific earnings per share ranges disclosed?
The specific earnings per share ranges are detailed in the News Release issued by Ecolab Inc. dated January 8, 2013, which is attached as Exhibit (99) to this Form 8-K filing and incorporated by reference.
04—Continue