藝康 (ECL) 2012 Q3 法說會逐字稿

Welcome to the Ecolab third-quarter 2012 earnings release conference call. At this time, all participants are in a listen-only mode. After the presentation, we will conduct a question-and-answer session.

(Operator Instructions)

This call is being recorded. If you have any objections, you may disconnect at this time. Now, I would like to turn the call over to Mr. Michael Monahan, Senior Vice President, External Relations. Sir, you may begin.

Thank you. Hello everyone, and welcome to Ecolab's third-quarter conference call. We also want to extend a special welcome to those affected by Hurricane Sandy. Thanks for joining us and we hope all of you are safe. With me today is Doug Baker, Ecolab's Chairman and CEO.

A copy of our earnings release and accompanying slides referenced in this teleconference are available on Ecolab's website at ecolab.com/investor. Please take a moment to read the cautionary statements on slide 2, stating that this teleconference and the slides include estimates of future performance. These are forward-looking statements and actual results could differ materially from those projected.

Factors that could cause actual results to differ are described in the section of our most recent Form 10-Q, under item 1A risk factors, in our third-quarter earnings release, and on slide 2. We also refer you to the supplemental diluted earnings per share information in the release.

In addition, as mentioned on slide 2, this conference call does not constitute an offer to sell or the solicitation of an offer to buy any securities. Also, please note that in order to provide a meaningful comparison of our results of operations where applicable, actual results for third-quarter 2012 are compared against pro forma results for the third quarter of 2011.

The pro forma results are based on historical consolidated financial statements of Nalco and Ecolab and were prepared to illustrate the effects of our merger with Nalco. These pro forma statements are available on our website at ecolab.com/investor, as well as our Form 8-K filed April 27, 2012, and selected portions are contained in our slides and press release.

Starting with an overview in slide 3, we delivered strong results in the third quarter, reaching the top end of our earnings forecast range, despite currency and continuing economic headwinds. We leveraged improved sales volume growth, pricing and our synergy and cost efficiency work to produce yet another strong double-digit increase in our adjusted earnings per share.

Looking ahead, we expect to continue to outperform our markets and show strong double-digit earnings gains in the fourth quarter and for the full year, as solid sales growth, appropriate pricing, innovation, synergies, and margin leverage more than offset more moderate increases in delivered product costs, as well as the impact of higher depreciation amortization charges from last year's Nalco merger. Further, we expect 2012 will be our tenth year of double-digit adjusted EPS growth in the last 11 and we will do so while setting up strong growth for the years ahead.

Moving to some highlights from the quarter, and as discussed in our press release, reported earnings -- reported third-quarter earnings per share were $0.80. On an adjusted basis, excluding special gains and charges and discreet tax items from both years, third quarter 2012 earnings per share increased 16% to $0.87.

The adjusted earnings per share growth was driven by volume of pricing gains, new products, and new accounts, which along with synergies and cost savings actions more than offset higher delivered product costs. We enjoyed strong gains in Global Energy, Latin America, and our worldwide Kay, Healthcare and Pest Elimination operations.

We continue to be aggressive, focusing on top-line growth. We're emphasizing our innovative product and service strengths to help customers get better results and lower costs, and through these, drive new account acquisition across all of our customer segments. We also continue to implement appropriate price increases to help offset higher delivered product costs and investments in our business.

We remain focused on expanding our margins, emphasizing productivity and efficiency improvements to help increase profitability, as well as drive merger synergies. We also continue to make investments in key growth businesses to sustain our technology and sales and service leadership positions.

Our work to integrate Ecolab and Nalco is going very well and we are delivering on or ahead of plan on our cost and growth synergy targets. Our agreement to acquire Champion Technologies, announced October 12, continues on plan for an expected close by year end. While economic trends present challenges, we continue to look for fourth quarter to show strong sales growth and further margin improvement. Fourth-quarter adjusted EPS is expected to increase 24% to 30% to the $0.87 to $0.91 range and compare with adjusted EPS of $0.70 earned by legacy Ecolab in the fourth quarter 2011.

As the addition of Nalco, business growth, and the increasing benefits from synergies and cost reductions more than offset higher fixed depreciation and amortization and interest expense from the merger, this results in the full-year 2012 adjusted earnings per share range of $2.96 to $3, representing a 17% to 18% increase compared to the adjusted $2.54 earned by legacy Ecolab last year. In summary, we expect 2012 to reflect another strong performance by Ecolab, as we deliver upper teens adjusted earnings growth and make investments to yield strong results in the years ahead.

Slide 4 shows our third-quarter results, both as reported and pro forma, with adjustments for special gains and charges, while slide 5 shows our sales growth detail. Ecolab's reported consolidated sales for the third quarter increased 74%. When compared with third-quarter 2011 pro forma sales, which include the impact of Nalco in both years, Ecolab's fixed-currency sales rose a strong 7%.

Looking at the pro forma growth components, volume and mix increased 4%, pricing rose 2%, acquisitions and divestitures did not have a significant impact, and currency decreased sales by 5%. Rounding accounts for the difference on the total.

Reported sales for the US Cleaning and Sanitizing operations rose 1%. Adjusted for the transfer of water treatment-related businesses to the Global Water segment, US Cleaning and Sanitizing sales increased 4%. Institutional sales grew 3% in the third quarter. Sales initiatives targeting new accounts and effective product and service programs continue to lead our results, outperforming mixed-end markets.

Third-quarter sales were negatively impacted by the timing of some shipments to distributors. However, our total shipments, meaning our direct plus distributor shipments to our end use customers showed the same steady trends as in previous quarters, growing around 5%.

Looking at our end markets, lodging room demand continued to show modest growth, while food service foot traffic remains soft. To drive our growth and improve on our industry leadership, we are introducing more new products that deliver increased value and reduced labor, water, and energy costs for customers in our wear washing, laundry, and housekeeping markets.

Programs we launched earlier this year, like our next-generation wear washing platform called APEX 2, have gained traction and have been very favorably received by the marketplace. We also continue to increase our customer focus and service intimacy through sales force investments, simplified structures, marketing initiatives, and improved field technology. We expect Institutional to continue to show good end customer sales trends and market share gains. When combined with expected normalized distributor order patterns, we look for Institutional to deliver stronger growth in the fourth quarter.

Kay's third-quarter sales increased 11%. Quick service sales enjoyed strong growth from both large and small customers. Food retail business grew double digits, benefiting from several new customer additions. We look for good sales growth in the fourth quarter, led by continued double-digit food retail growth, resulting in another year of upper single-digit growth for Kay in 2012.

Healthcare sales increased 6% as strong momentum in our patient temperature management business led results, benefiting in part as guidelines for patient management during surgical procedures gained greater acceptance. Healthcare's growth was also fueled by our innovative infection barrier solutions for leading medical equipment suppliers that help prevent infection transmission. These more than offset soft results in hand hygiene. Looking ahead, fourth-quarter sales are expected to show continued similar sales growth trends. We expect new products which will be launched next year will help drive further growth and offset the challenging healthcare environment.

Food and beverage sales grew 3%. Good gains in agri and food offset lower beverage and protein sales. Our market focus on improved customer penetration, along with our drive to provide total plant assurance, offering comprehensive plant-wide cleaning and sanitizing, water treatment, waste water, and pest elimination solutions, has enabled us to win new business. When combined with our innovative products and focus on lowering customer energy and water usage, we expect to see better sales trends in the fourth quarter and into next year.

Sales for US Other Services rose 4% in the third quarter. Pest Elimination sales continued to show improved trends, rising 4%. Growth was led by stronger gains in food processing and healthcare, improved results in food service segments, and robust growth in add-on service sales. We continue to drive new product and program solutions to better meet our customer needs and differentiate our offerings.

Recent new program launches, like the expanded large (technical difficulty) program and a new hotel protect program with bedbug assurance offering are showing good initial results. We expect our new products and programs, along with aggressive selling and improved service levels, to yield continued good sales gains in 2012.

Sales for GCS increased 3% in the quarter. New account wins and appropriate pricing helped to drive strong growth in service revenues, which were partially offset by soft parts sales resulting from a system change. We continue to see good results from chain account relationships as we drive sales through the regional and franchise organizations. We expect GCS to show improved results in the fourth quarter, as we expect continued good service trends and improved parts sales to benefit results.

Measured in fixed currency, sales for International Cleaning and Sanitizing and Other Services increased 3%. Adjusted for the transfer of water treatment to the Global Water segment, fixed currency sales increased 5%. Europe, Middle East and Africa fixed currency sales rose 3% in the third quarter. Europe's institutional third-quarter sales were off slightly versus last year. New business gains among regional and local customers leveraged new products, but were offset by continuing weak demand in the south.

Food and beverage sales rose modestly over last year, reflecting market share gains, a focus on corporate accounts, and an emphasis on the cost savings benefits of our innovative products. These work to offset slower customer volumes. Nextel care sales were flat in the third quarter. New products and technology, like lower temperature washing, offset soft market conditions.

Healthcare sales in Europe were strong on both a reported and organic basis, as new account gains and new products bolstered the impact from our ease of form acquisition to drive sales. Pest Europe sales showed good growth due to a continued focus on corporate accounts, new programs, and continued operational improvements.

Our work to improve operating efficiency in our Europe business continues to show good progress. We are further leveraging our shared services facility, transferring more work to the location which is in eastern Europe. We also continue to consolidate facilities and improve procurement savings. We are on track to deliver more than 200 basis points of structural margin improvement in 2012, though the weak economic environment and raw material increases in Europe will offset about half those gains at operating income.

We continue to expect to improve operating margins to the low teens in Europe over the coming years, though the current economic challenges faced by Europe is slowing the pace of our progress. Looking ahead, we expect Europe's fourth quarter to show flat fixed currency sales with good profit improvement as it outperforms the weak European business environment.

Asia Pacific sales grew 4% in fixed currencies on a pro forma basis. Better growth in emerging markets, and improved China results helped to offset slower mature markets. Institutional sales increased benefiting from new programs, as well as a focus on restaurant and lodging expansion in the emerging Asian markets. Food and beverage sales also realized good organic growth.

New account gains and better results in Australia and China led the increase. We remain cautious regarding the strength of the expected economic recovery in Asia. However, we expect our fourth-quarter Asia-Pacific sales to show good growth in this environment, as new product sales and new business in emerging markets improve from the slowdown earlier this year.

Third-quarter sales for Ecolab's Canadian operations increased 6% at fixed currency rates. Strong growth in core businesses drove the solid results. Latin America reported strong fixed currency sales gains, up 16%. Adjusted for the Brazil Pest and Institutional acquisitions, Latin America grew 11% in fixed currencies, as Institutional, food and beverage and Pest Elimination continued to grow at double-digit rates, despite some slowing in Latin American markets.

Fixed currency Global Water sales increased 5% in the third quarter compared with 2011 pro forma results. Good growth in food and beverage, power, primary metals and mining were offset by lower sales in waste water. Regionally, we saw strong growth in North America with moderate gains in Latin America and Asia. Sales were flat in Europe, reflecting the continued weak economic conditions in that region. We expect Global Water sales growth to ease in the fourth quarter, as gains in other regions are offset by soft trends in Europe, and a comparison to strong mining sales in the year-ago period.

Third-quarter 2012 fixed currency global sales for Paper declined 4%, primarily reflecting the strategic elimination of certain low-margin business. Adjusting for those eliminations, sales would have been flat versus the strong period last year. Modest growth in Latin America and Europe led by the use of innovative technology was offset by lower customer plant utilization rates in North America and Asia-Pacific. We expect fourth quarter Paper sales will also be about flat, as the paper market stabilizes.

Measured in fixed currencies, pro forma Global Energy sales grew an outstanding 20%. Excluding the impact of one-time sales, Global Energy rose 15%. The quarter reflected continued strong volume growth in upstream and market share gains in downstream, strong double-digit growth in our upstream business was the result of healthy market conditions, share gains, and the continued focus on higher growth energy sources. Thus strong growth in deep water and shale accounts, continued momentum in oil sand, as well as strong activity in the Middle East, Africa and Latin America.

Downstream growth reflected share gains in Asia, Middle East, and in Latin America. We expect Energy segment growth to remain strong in the fourth quarter, driven by shale, continued strength in the deep water and oil sands business, and good growth in downstream.

Slide 6 of our presentation shows selected income statement items, comparing reported 2012 with pro forma 2011 information to allow more meaningful comparisons. Reported third-quarter gross margins were 46.5%. Adjusted for the impact of special charges, 2012 adjusted gross margins were 46.6%.

Compared with third-quarter 2011 adjusted pro forma results, 2012 gross margins increased 50 basis points. The adjusted gross margin improvement primarily reflected the benefits of the volume and pricing gains, which more than offset exchange and business impact of higher energy sales. We also expect fourth-quarter gross margins to increase versus last year.

Reported SG&A expenses represents 32.3% of third-quarter sales. When compared with 2011 pro forma results, 2012 SG&A expenses declined 100 basis points. Leverage from the sales gains and cost savings efforts, including merger synergies and Europe restructuring savings, led the improvement. Reported operating income for Ecolab's US Cleaning and Sanitizing segment rose 17%. Adjusted for the transfer of water treatment to the Global Water segment, operating income increased 14%, with margins up 210 basis points when compared with third-quarter 2011 pro forma operating income. Volume and pricing gains and cost innovation led the increase.

Operating income for US Other Services increased 3%, benefiting from sales leverage, which partially offset field sales investments. International fixed currency operating income increased 12% versus last year. Adjusted for the transfer of water treatment business to the Global Water segment, operating income increased 14%, with EMEA operating income up 12%. International margins improved 90 basis points, as pricing and volume gains and our Europe margin transformation efforts more than offset higher delivered product costs.

Global Water operating income grew 25% in fixed currencies compared to pro forma results. Margins expanded 210 basis points, as pricing and volume gains led the increase. Global Paper operating income increased 16% in fixed currencies due to pricing, the elimination of low-margin business, and comparison to last year, which included the impact of a customer bankruptcy on bad debt expense. Adjusted for that charge, Paper's operating income rose 5%. Global Energy operating income grew 29% in fixed currencies.

Margins expanded 120 basis points, led by the strong volume gain, operating leverage, and pricing, which more than offset delivered product costs and investments in the business. Corporate segment and tax rate are discussed in the press release.

Consistent with our comments on the second quarter conference call, we did not repurchase any shares during the third quarter. The net of this performance is that Ecolab reported third-quarter diluted earnings per share of $0.80 compared with $0.65 reported a year ago. When adjusted for special gains and charges and discrete tax items in both years, adjusted earnings increased 16% to $0.87 when compared with $0.75 earned a year ago.

Turning to slide 7, Ecolab's balance sheet reflected the impact of the Nalco merger. Total debt to total capital was 50% at September 30 compared with 30% reported a year ago. Our net debt to total capital is 49%.

Looking ahead, and as outlined in slide 8, we continue to take aggressive actions to drive both our top and bottom lines, expanding our market share, and our customer penetration among major accounts, leveraging our leadership positions in key growth markets in food, water, energy, and healthcare. We are using innovation and pricing to benefit margins and expect to show a margin expansion again in the fourth quarter.

Development of our merger synergies, along with Europe's transformation work, continues to go well and meet or exceed expectations. And we expect to deliver on these aggressive goals while building growth for the future.

As also described in our press release, we look for the fourth quarter results to show mid single-digit pro forma sales gains, again, led by our Global Energy, Latin America, and worldwide Kay, Healthcare and Pest Elimination operations. This solid business performance will again be impacted by much higher depreciation and amortization and interest expense, as well as increased share count from our merger.

We also expect Congress will again pass the R&D tax credit before year end, which we expect will benefit fourth quarter EPS by approximately $0.01 per share. As a result, we expect adjusted fourth-quarter diluted earnings per share to increase 24% to 30% to the $0.87 to $0.91 range, compared with the adjusted earnings per share of $0.70 earned last year. This results in our 2012 full-year adjusted EPS range narrowing to the $2.96 to $3 range and representing a very strong 17% to 18% increase.

As an update regarding our pending Champion acquisition, we are making the required antitrust filings in the relevant countries. Respecting the procedures of the various antitrust agencies, we will not specifically comment here or in the Q&A on the status of them, other than to say we expect to receive the required clearances in a timely manner to enable to close within the fourth quarter. We continue to expect the Champion acquisition will help us build a stronger energy business and a stronger Ecolab, with better growth opportunities to achieve continued, consistent predictable and above-average growth.

In summary, we once again delivered on our forecast in the third quarter. While offsetting higher delivered product costs and the weakening economy, while still investing in our future. We look for sales and profit growth to accelerate through 2012 second half to produce another strong year and make it our tenth year of adjusted double-digit EPS growth in the last 11. That concludes our formal remarks. Operator, please begin the question-and-answer period.

(Operator Instructions)

Nate Brockmann, William Blair and Company.

Good afternoon, everyone. Wanted to talk a little bit about kind of the strategic positioning over in Europe for both legacy Ecolab, as well as kind of with the new Nalco business. In terms of obviously you have the slower overlying economic growth there, but what are you doing strategically, if anything, different to position yourself in terms of relative to the competition over there to continue to win some share?

Nate, this is Doug. I would say most of the fundamentals that we've been driving are still quite appropriate, even given the European situation. I would say obviously in terms of investments, we're trying to make sure that investments are being pointed towards let's say geography within Europe that we have more confidence in over the near and midterm. So that would certainly be Central Europe, still east Europe, and even Russia as we go forward.

But we are being pretty judicious about what we do around the southern ring, Greece, Italy, Spain, Portugal. But at the end of the day in terms of what we sell, how we sell it, we think the economic pressures typically make our programs even more valuable because you know the trade. We typically try to put together programs that may cost more, but are more end use costs and I would say that's typically been a positioning that works well in Europe, as they'll invest, often, in better technology if they believe there's a payout.

So we don't want to take our eye off the ball there. We've been having good success in terms of new business in spite of a very difficult economy. It's one of the reasons our nose is still above water in terms of sales.

Okay, great. And then just as a follow-up to that, have you seen any pricing pressure or any competitive issues that are a little bit unusual over there with somewhat other pressure on the overall sales?

I haven't seen anything specific to Europe, no. I would say, you know, we've been able to get price this year. It's really the primary driver in our sales growth year-over-year on legacy Ecolab, and there's always price pressure. We continue to see it, but I wouldn't say there's anything unique in Europe that's a standout versus what we've seen in other geographies.

Okay, great. Thanks.

John McNulty, Credit Suisse.

Hi. This is Albi Rajiman calling in for John. Couple quick questions.

One of your competitors just announced a sale of their Japanese business and your Asian results definitely reflected some of the broader regional slowdown. I think you mentioned you expect to pick up in that business starting in the fourth quarter. Could you maybe touch on the broader environment there, and if you see a potential return to double-digit sort of growth next year?

Yes, so our Asian business, when we talk about Asia-Pacific, the three large businesses are, call it greater China, Japan, and Australia, New Zealand, are the businesses that, if you will, dominate by just virtue of size that part of the region, or world for us. So China, I would say, in total, and I'll give you -- break it out by legacy Ecolab, legacy Nalco, if you would like.

China, I think we have seen the bottom and expect to see acceleration across the business fourth quarter, first quarter, second quarter. When you start getting in double digits, probably first quarter next year in total, you know, maybe second across the portfolio. We think the legacy Ecolab business will probably accelerate, come out of it faster simply by nature of the type of businesses and we would probably expect to even see double-digit growth there fourth quarter of this year.

In terms of Japan, you know, Japan is slow single-digit growth for us. That's not a new story. It's probably what we expect to see there. We still are driving margin. It's a valuable business to us, but not probably a market that we would make a significant investment in.

And then you have Australia, New Zealand. Slower growth market. We've got a very nice business there. We've got plenty of room to drive increased profitability, which is what we're going to focus on in the near term. So it will be accretive for us, but we don't expect big, big growth out of that market.

And then the balance of Asia is by and large going to be we expect to be double digit plus growth on a going basis. It's just subscale right now and reaching scale, so it doesn't have the impact on either the region or overall Ecolab that it will going forward as it grows.

Okay, great. And then just a quick follow-up. Could you maybe touch on some of the earlier new synergies you're seeing between your legacy business and Nalco, how we should be thinking about this ramp-up? And also maybe how the addition of Champion could shift this trajectory?

Well, the synergies we've talked about regarding the Nalco/Ecolab merger were two basic buckets. There's cost. Basically the cost has been first corporate, second G&A overlap, and then quite a bit of purchasing year one. So we've talked about that migrating broader into the product supply chain as we get into years two and three of the merger.

So you're going to see that impact across the business portfolio as the purchasing synergies show up in businesses based on raw material. And you'll see it in G&A across the businesses, too, because basically it's the shared infrastructure where most of the synergies are realized.

The other bucket was sales synergies growth. We've committed $0.5 billion in growth synergies by 2016. I would say we're having very solid early traction there.

We've had it in all regions, but predominantly in US-based businesses early, but we expect that to broaden as we move forward. So we're happy with the start there. We feel the $0.5 billion is the right projection for what we're going to realize ultimately as we develop that.

Champion, we don't expect Champion to have any what I would say unintended consequences or effects on our Nalco synergies at all. We believe the $150 million in cost synergies we've talked about with Champion are completely additive to the $250 million of cost synergies that we talked about with Nalco. In addition, there may be additional tax synergies there, but that needs to be played out over time.

And we get asked about growth synergies. I would say we need to understand the business more, but you're putting together two very attractive high growth businesses together. We expect the combination to continue to be high growth.

Great. Thanks for the color.

Gary Bisbee, Barclays Capital.

Hi, Doug. This is Theresa Chen calling on behalf of Gary. First, would you mind just giving us some color on what's causing the deceleration in growth in the US Cleaning and Sanitation segment? Does it have to do with just more broad-based uncertainty? Is there anything specific?

I would say as we look at the -- you got to break it out in components. If you take institutional, the underlying trends continue to be healthy, albeit Q3 was a bit slower than Q2, if we look at the metric we've talked about previously, which is field sales. But it's still in like mid single-digit growth, around 5% growth range. The food and beverage business remains healthy, but probably grew more in the 3% range. However, we expect that over time to reaccelerate as we continue to drive new business.

So I don't -- we don't believe that Q3 is any huge signal one way or another. We expect to have a stronger Q4 for a number of factors. You know, some of them are just silly timing quarter-to-quarter factors, like days and other things. But those things all wash out in the end. So really, I think we feel like we're in good shape there, but we will continue to focus on driving new business.

Great. Also, just how sustainable is the recent strong growth in Latin America? I mean, it's been doing great. Can you just give us an idea of what are the drivers of growth in terms of product penetration, share gains and such?

The bulk of it is, look, there's a couple of things in that number. One is there's an-- there's a couple acquisitions that are impacting the reported number positively. But even below that, you're still in the teens and that is where we have the single largest price impact, as you might expect, given inflationary environments there. Still, we would have upper single-digit volume growth in Latin America. We would expect that to continue.

We've been very successful driving share in Latin America, new business, and I would say we are still very early in the product penetration story in Latin America as well. So we would expect the story in Latin America to continue to be a very solid story moving certainly throughout 2013.

Thank you very much.

David Ridley-Lane, Merrill Lynch.

Yes, so SG&A was about 32.3% of revenue in the third quarter and the fourth quarter guidance is for approximately 32%. I know there's more Nalco synergies and more European cost synergies to come, but are we reaching a point where the SG&A investments and field head count, for example, are going to mostly offset the SG&A cost savings that are ahead of us?

I don't think yet. Even included in that number is a 2% increase in field selling over this year. We have more field sales people now than we did pro forma at the end of last year. We will continue to make those investments.

No, I think we're going to realize $75 million of the overall synergy savings this year of the $250 million. So there are still a number of savings that are going to continue to drive down SG&A in spite of the need to continue to add head count.

Great.

So, no, I don't think the story's over.

That's good to hear. And then second question, you know, if US restaurant foot traffic trends rebounded to, you know, 1% to 2% growth or whatever you think a more normalized rate is, what would you -- what kind of level of growth would you expect out of the US Institutional business?

Yes, I think if you got to more normalize, I would say you would start playing in the maybe bottom to middle of our 6% to 8% organic growth range that we like to talk about.

Okay, so -- and would you describe the foot traffic trends as really being the major hold back for that division?

Well, I would say certainly no doubt, been downward pressure. It's been going on for a number of years. I think cumulatively, foot traffic is now down 13%, over a four-year period, which is a pretty substantial number. In spite of that, we've grown during this period, but, yes, absolutely.

If you can reverse that trend, you are certainly going to see improvement on the top line. I would say the team I think has done a very good job driving share in a tough environment. They have continued to drive margin through new innovation, sales productivity tools that they have launched, and other technology. So it's a business we think with very good momentum in a number of areas, but, yes, we would prefer a better market.

Okay. Thank you very much.

Dmitry Silversteyn, Longbow Research.

Yes, hi. Just wanted to follow up on the comment that you guys made about the improvement in Europe and the 200 basis points that you're realizing there being offset by high raw material costs. Can you talk about what the raw material environment is going to be like in the fourth quarter and what your expectations there are for, for 2013?

One of the things that you mentioned as sort of a longer-term synergy from the Nalco deal is sort of borrowing on Nalco's ability or leveraging Nalco's ability to get pricing a little bit faster in what is still a service-oriented market. Is that something that's going to help you with your profit improvement in Europe in 2013?

Yes, this is Doug. First of all, the raw material environment, I mean it's stabilized in Europe, but what we're dealing with is we had a big run-up late last year, early this year -- very late last year. So for fourth quarter, we're starting to see moderation simply because we're running into the base of higher raw materials as we go through. We do not expect a highly inflationary environment in Europe from a raw materials standpoint next year. More broadly, I would say is our early read on this situation.

So I think as we continue to have success with our renaissance initiatives, as pricing starts catching up to the raw material increases that we've already had to take, that you will continue to see in fourth quarter and continuing through 2013 increased margins in Europe. Now, this is, of course, predicated on the same lousy situation we see in Europe today, not a dramatically worse situation, nor a dramatically better situation, which is our forecast right now for Europe. Kind of muddle along, don't expect significant upside from an economic turnaround. But don't expect a meltdown either.

Is pricing easier to get in Europe or more difficult to get than North America, or is it about the same?

You know, we, we know the word no in about 62 languages. I would say I don't know. It's not easy to get anywhere is probably the best answer.

With that said, we, you know, saw about 2% pricing in Europe in Q3, which is not bad in total. That's over the legacy Ecolab business, where we have measures that we break it out. And so we're realizing some gains there.

With that said, I would just say the pricing environment is difficult overall. We don't expect next year's -- we've talked about this before. 1% is kind of our normalized pricing and if you're not in an inflationary environment, we think we'll be trending back down towards that number as we move forward.

Okay, thank you.

Edward Yang, Oppenheimer.

Hi, Doug. Hi, Mike. How are you?

Good. How are you?

Good, good. On the US Institutional business, Cleaning and Sanitizing, you saw some strong margin improvement there and it's a record margin level. How did you do that? And is that sustainable?

Yes, I would say there's a couple of things driving it and we work to drive sustainable benefits. Otherwise, the business turns into a yo-yo. So the two big areas, we've been driving new technology, which is driving improved gross profit margins. And that's been a steady drive for a number of years and we continue to have success there.

Our technology's promise, which is significant reductions in water and energy continues to resonate even in tough environments, maybe because of the tough environment. And we also have been leveraging sales productivity tools, particularly technology that we've been rolling out to the field, so we continue to see productivity gains at the same time, it's a two-front push that's working successfully in Institutional and we'll continue to drive it. What we've got to make sure is that we continue to have an offering for our customers that benefits them and makes sense economically for them. And right now, I would say we think we score well there and we want to make sure we continue to as we go forward.

Okay, and I think Mike mentioned some distributor shifts. I think you've seen that periodically in the past. Was that just broad destocking and customers managing inventory? Or did you have any change in incentives?

No, no big change in incentives. I would say, you know, I would say the distributor community is very prone to driving down inventory and they are doing it probably as aggressively as they can. I expected, I think we expected that there would probably be moderation on distributor inventory in Q3. We didn't see it the way that we expected. It wasn't -- you know, this is not big numbers in total Ecolab, but it is when you talk about maybe a specific business in a specific quarter.

But ultimately, I don't think that's going to be the overall story for either our Company or Institutional. That sooner or later, they have got to buy what they consume or what moves out, and those numbers always end up catching up. We look at this thing over long views. We've been tracking this over a long period of time. And you go through periods of dislocation, but sooner or later, it catches up.

Sure. And just on Global Paper, are you done with all the -- I mean, you had some margin improvement there. You mentioned getting rid of some nonprofitable businesses.

Is that margin basically the level we should see going forward? Do you have any other levers to pull to expand margins there?

Yes, I would say, my belief is I think the Paper team has done a very good job in a pretty difficult environment. And so there's not a lot of tail wind for that business naturally in that industry. They have done I think very smart things in terms of managing their customer base.

We had some business which didn't make any sense and we didn't think was promising long-term, in terms of ever getting to a gross profit that was going to make sense for us. And I think the business did the right thing exiting it in a way that still worked for the customer, but is the right thing for the Company overall. So that put downward pressure on sales.

If you take that out, sales would have been flat, all right. So that's not still, still not a great story. But they are also I think successfully driving price where they can and managing through raw material changes.

I would expect that we will continue to hold that margin. Hopefully they will have other tools to continue to drive margin up. We want to get that margin up. We believe it's there. And the priority is probably a little more balance on margin right now than growth and that may be a little shift in priority for that business.

Thank you.

Mike Ritzenthaler, Piper Jaffray.

Good morning, guys. You had in the past thought of 4Q as $0.06 to $0.07 higher than 3Q, mainly driven by a full quarter of synergy and restructuring savings, and a little bit by the R&D tax credit. With the guidance this morning, I guess is it safe to make the assumption that it's the performance of the end markets and the underlying businesses as opposed to any of the other assumptions on the restructuring savings side?

Yes. No, I think what we did with our range was tighten both sides of it. I don't think there's a fundamental shift in the middle of our range when you look at Q4. So we don't have a big difference in our view now versus when we had the annual range out.

With that said, you know, what's shifted here, Mike, in my mind is historically, Ecolab pre-Nalco, Q4 was typically a slower sales quarter, lower sales quarter seasonally than Q3. Now, it's about equal to Q3. I mean, almost the same sales level in total, because basically Energy's big quarters are Q4 and Q1. And so this neutralizes the natural seasonality impact you had historically say in Institutional and Others as we went through the winter months.

Now we've got a fairly consistent pattern in the second half. We still are forecasting higher, if you will, higher EPS in fourth quarter than in the third, and it's driven in part by FX, but mostly it's driven by synergies in renaissance, which continue to build throughout the year. You have the tax that we talked about, which is a penny, which is really the R&D tax credit going forward, and you've got some catch-up, if you will, on pricing and raw materials as well. But principally it's the synergy numbers that are driving the out performance year-on-year as they build this year.

Okay, and then on Latin America, just a follow-up to a previous question. Is there an appreciable margin difference between growth in Latin America and growth in other places? And if I could sneak in one last one is a little bit more on the rationale on the vehicle care sales.

First, Latin America, you know, Latin America's GP is very consistent. We're pushing it versus the rest of the, rest of our businesses, or the businesses -- the light businesses in other geographies. The OI margin has been growing and been catching up, if you will, to Ecolab average. And fundamentally, I think our story on LA and AP has always been that the gross profit is there to drive the kinds of OI margins we see in the balance of the world. It's really been a volume story.

When does volume cover overheads and the overheads were built because we're covering business in 160 countries. So we've had improvement this year in OI and Latin America, as we continue to build volume. We expect that story to continue moving forward.

So it is not, it is not dilutive long-term on margin by any stretch. It will be, we think, ultimately accretive -- Vehicle care.

Vehicle care, if you wouldn't mind commenting on that, too.

At the end of the day, vehicle care is a very good business, but it doesn't match our strategic focus on clean water, safe food, abundant energy, healthy environments. I mean, it's just a bit of a match. The model was quite similar you would say, but at the end of the day, the technology we're building there doesn't really have any leverage across the business.

That's not true in Water. That's not true in F&B, that's not true in Institutional, and not true in Energy. That technology is leveragable across the portfolio and so it's just a question of where do we want to spend our priorities. And at the end of the day, we felt that vehicle care would probably be better off owned by somebody else who was going to be more intent on driving growth and investing in the business.

Great. Thanks, guys.

Andrew Whitman, Robert W. Baird.

Yes, just wanted to start with an easy one first. Last quarter, you guys talked about $20 million, $25 million of kind of realized cost synergies on the way to $75 million. Does that mean that as of the end of the third quarter, you're in about the $50 million run rate?

Yes, you know, I think--

Andy, we said $21 million in the second quarter. It's about the same in the third. We think we're still on target for the $75 million achieved in 2012.

We expect -- these are net synergies, with, they're minus PMO costs and some other costs, project management office costs. So, we would expect that number to be greater per our earlier discussion in Q4, and you want a run rate basis, depends on how you want to handle, the PMO costs ultimately go away as we drive through this. So we'll enter on a run rate well north of $100 million at the end of the year.

Okay, great. Just on the Energy one-time sales, by my math, it was about $24 million in the quarter of what you called one-time sales. Are those the type of one-time sales that are just lumpy, but they are somewhat recurring? Or should we view that 15% underlying rate as maybe a better way to think about the potential growth rate in the next couple quarters at least?

It's a little low, but, yes, yes. I would say, yes, those sales are lumpy. They aren't one-time like and one-time and never again. They happen episodically.

We want to call them out because we do want to have some so that you could see what the underlying business is doing. We will have sales of Clorox and FLEXSORB again in the future and will likely tell you when we do because they tend to come in big lumps, in kind of different timing.

The underlying growth rate of -- I think it's consistent with what we've said to expect earlier in the year this year. So, we said mid to high teens kind of growth rate and I think that's what you should expect.

Got it. And can you just talk a little bit about -- seems like Nalco's Water as well as the Energy businesses seem to be driving top line above peer levels. I guess maybe just a little bit of color from your perspective about some of the competitive dynamics there, is it your secret sauce of your product and service offering? Is it your end market exposures that maybe are allowing to you have much more attractive growth rates? I guess just your view about Nalco's what seems like out performance would be helpful.

Yes, so on the Water and Paper, I guess, I'll probably stick to what we think's working in our business. So I would say a couple of things. One, we've got -- we think technological advantage with 3D TRASAR, we have now installed our 20,000th installation, or seen that installed, so we've had continued very good success there. We are working on derivative technology advances around this platform, which will be forthcoming and we think continue the push that we have in this area.

Second, I think there is a clear focus, the team had it. I think we are encouraging it around new business activity, as we drive the capability and finally, we've got better reach in terms of service capability. So it's a story that I would say is very similar to stories I could tell you at F&B or in Institutional or others where I would say we also have out performance versus our competitive peers. And typically comes down to technology, focus on sales and focus on service capabilities, and I think we have advantage in all those areas.

Thank you. If I could ask one final quick one here. On the Champion call, I don't think it came out what restructuring charges would be for that kind of multi-year plan, I was just wondering if you had a view that you could share with us as we look at our models over the next couple of years. How much and the timing of that?

The bulk of it's going to occur in year one. So in year one, there's going to be, if you will, underneath $97 million -- just under $100 million of restructuring. About $60 million is going to be cash, and the balance of it's going to be step up in inventory, non-cash.

Again, Andy, we'll be finalizing those numbers. So those are approximations at this point.

Okay. Good start. Thank you, guys.

That's year one.

Yes.

John Roberts, Buckingham Research.

Good afternoon, guys. Doug, you've got a change in the executive suite, major competitor and you've been able to pick up share in the past when that competitor has shifted strategies. So any thought on whether this is an opportunity to step on the accelerator again or maybe you've got your hands full with Nalco, Champion and your European restructuring.

No, I would say we rarely take our foot off the gas on going after new business, and typically, particularly in I would say the F&B world and Institutional world, which is I think the world you're talking about here, new business isn't coming from new builds. It's coming from existing customers, which means you've got to take it from competition and that's the world that we've lived in for quite a while, and I would say we have not taken our foot off the gas there. If anything, we're pressing harder.

I don't think it has anything to do with any change in leadership or not. It's simply how we grow the business. So I would say, my expectation is we continue to do what we've been doing. We continue to gain from all major competitors and we're going to plan to do that Q4, Q1, Q2, Q3. You get the rhythm.

Okay, and then currency was I think you said negative 4% head wind in the quarter. Could it be half that much of a head wind in the fourth quarter?

Yes, it's going to be flattish in the fourth quarter, year-on-year, because the movement was last year at about that time.

Okay. Thank you.

You bet.

Bob Koort, Goldman Sachs.

Wow, snuck one in. Thanks, guys.

Just curious about what you're seeing in terms of the Apex rollout through Europe. And then secondly, on the Energy business, you know, we've seen a rollover of the rig count both globally and in North America, and I'm wondering, has that affected the industry at all, or have you just been able to offset it from market share or other reasons? Thanks.

Yes, you know, first of all, the, the pure play on Apex Europe hasn't rolled yet. So we've got a test going over there, but we have not expanded it across Europe. So I would say that benefit is yet to come.

You've got different formulation issues. We want to make sure we've got this thing right before we go. So that's in front of us, not behind us.

My expectations are that Apex will be very well received in that market because the story is very consistent with what customers have been asking us for in Europe forever, right? It's got environmental benefits, got cost benefits. There's all sorts of safety benefits. We think that's spot-on for the European market.

In terms of rig count, we're in -- look, we would rather have more rigs over time, but at the end of the day, we're in the production phase of this business. We continue to gain share and are doing the right things in terms of securing new business. But we expect our business to continue to grow.

Thanks so much.

Mike Harrison, First Analysis.

Hi, good afternoon. Just looking at the Kay business, we've seen kind of two consecutive quarters here now of double-digit growth. I think it's the first time in a little while that you guys have strung two together like that. Just curious, kind of what you're seeing in terms of kind of core traffic or trends in the QSR business.

Obviously, you continue to make nice progress on the food retail side. Could you maybe just talk about Kay and whether anything's changed there, either from a market standpoint or something that you're doing different?

No, I mean, the Kay business has always been a business driven by success with new customers, and it's a very steady business once you've secured a customer. I would say it's less impacted by things like customer count than, say, its brother in Institutional, simply because you don't have the wear washing component of this.

The real impact is we've had a lot of new business success in Kay, particularly on the food retail side, but also on the quick service side. And that's really what you're seeing come through in the Kay numbers. So it's good news.

And then just another question about Europe, I think of legacy Ecolab and legacy Nalco as sort of having had similar problems historically in Europe in terms of pricing, in terms of difficulty gaining new accounts. Obviously, at Ecolab, you have made the changes on the IT side. But can you talk about maybe what kind of progress you're seeing at the sales person level in terms of training and in terms of greater ability to push pricing and gain new accounts? And maybe, are you guys learning anything from each other as you integrate the Nalco and Ecolab sales teams?

Yes, well, one, I would say we are not really integrating the sales teams per se, because we plan to continue to run the Water business as a distinct business, much like we ran our Water business distinct from F&B and Textile, et cetera.

With that said, there are learnings. I would say two things. I think we have continued to improve on the legacy Ecolab business in Europe in terms of driving sales performance, in terms of getting price. We just talked about, we got 2% price in arguably a pretty tough economic situation over there.

We continue to also drive share. Volume is flat to up. And you know that the European situation is lower volume, not higher volume overall in almost every market you look at. So we're clearly commanding share and having good success in new business.

I would say sales productivity in Europe is up 5% to 6%, part as we leverage in new technology, do the right things on training. So I think there's sustainable performance benefits that you've seen driven as a result of renaissance and the other focus. And we expect those things to hold and frankly accelerate as we move forward.

On the Nalco side, I don't have the length of history there. I guess my observation is I don't think they had the same hole that Ecolab had to dig out of, but that business, frankly, like almost every one of our businesses can continue to benefit from better leverage of technology and better leverage of productivity tools, all of which we plan to do.

And we have a lot of swapping going on right now on technology. 3D TRASAR being developed in food and beverage, we've got technology tools we developed in F&B that we're sharing in the Water space for industrial applications. So I think both sides are going benefit greatly from this merger.

The businesses overall, if you look at the world and what's going on, we have very good benefits, very good performance from the legacy Ecolab businesses, right, mid single-digit growth, mid teens OI growth. You've got around double-digit growth from Nalco, plus around 20% OI growth. There is nothing to sneeze about. I think the teams have done a great job not letting this merger get in the way of driving business performance. And we see it all around the world.

I think kudos to our -- I really do think the teams have done a good job there, and there is more to come. I think there's more margin to be driven and more share to be driven. Both top and bottom can continue to improve.

Got it. Thank you very much.

Shlomo Rosenbaum, Stifel Nicolaus.

Hi. Thank you very much for taking some of my questions. I have a number of housekeeping questions. There was in the slide deck noted on the gross margin in the unfavorable Energy business mix to gross margin, can you explain what that was?

Yes, that's the upstream portion, which is a little bit lower margin than the downstream.

And it's growing faster than the downstream -- It's mix.

The upstream portion, is that where you got kind of a one-time failed this quarter and that's what kind of skewed it?

No, it's more just a mix issue. We are -- both businesses are growing. Both businesses have good margin.

You just have the lower margin businesses growing faster than the high margin business, just mix dilution. It's -- you know, we're not -- part of this is where you've got outside investments going in the upstream part of the business, as we continue to push both deep water, unconventional, some other deployments that we have. That's where you've got outsized investments.

New chemistries and technologies, whereas refinery is probably a more staid industry than the upstream.

Okay, got you. And then some of the other items in terms of the vehicle care business sale, how dilutive to EPS is that on an annual basis taken in a vacuum?

About $0.03.

Okay. So not a big deal. And then --

I would rather have the $0.03, but I guess we just decided $120 million, it was worth it.

Right. When we think of modeling both the play of that and then Champion into our models, you guys gave us $0.12 accretion from Champion. Sounds like you're going to have some offset from that sale. But is there some kind of seasonality or something we should think of in Champion just as we start to layer stuff into our model?

I think we've talked about $50 million -- part of that is $50 million of synergies. That's not going to be even by quarter. It certainly is going to ramp up. Q1 is going to be your lowest and Q4 will be your highest. Much like you saw synergies ramp up from the Nalco merger.

That's going to be the principal seasonality impact or quarter-by-quarter impact. Over time, we'll get more clarity as we start forecasting next year what to expect there. But certainly synergies for sure ramp up over the course of the year.

Okay. If I could squeeze in one last one, just in terms of the growth of the business on a quarterly basis, if you've got 9%, 6%, 7%, then you're talking about mid single digits, is there any real change to the growth trajectory of the business? Or is there some kind of lumpiness that we're seeing just the fourth quarter being a slower growth than other parts of the year?

I mean, I think when we talked, this is very consistent with our conversation in the second quarter where we basically said, look, we think this business -- if you want to look at the 9% to the 6% that we had from first to second, big hunk of that was just Energy and we said you shouldn't expect Energy to go up 30%. We said you should expect it to be in the mid to high teens for the balance of the year and that explains two out of the three points. The other point was one-time stuff, so we said really think about it as a 7%. And I think that's exactly where we are.

And so when we think about it, is there -- is this quarter when you talk about mid single digits, is it getting closer to that 7% number?

That's earlier in the call. You can go read -- I basically said, you know, sales, you go back into your history, are up the same in fourth as they were in the third.

Okay. Okay. I've got that then. Thank you very much.

Okay.

PJ Juvekar, Citi.

Yes, hi. A lot of questions have been asked already. But just a quick one on raw materials.

If you look at Nalco business, margins went up, particularly Nalco Water. How much benefit did you get from lower propylene?

You know, we don't buy that per se. It's a feed stock into a number of raws that we buy. So we watch it because it's a, it's a bellwether for us as we go through and it certainly impacts pricing. But I--

We don't break down savings from particular raw materials, PJ. We'll talk about them in total but not specific.

It gets very--

I understand. Was there any raw material benefit in the quarter?

Raw materials were a slight negative.

Negative year-on-year, but pricing more than offset them, which is why you saw gross profit increase year-on-year.

Okay, in one of the questions you said, you talked about restaurant business and that has been soft ever since the recession. Can you talk about that business and if there's anything secular going on there? Thank you.

Yes. You know, I would say, look, you could say the market's been soft. We have continued to grow in spite of it. Now, this is focusing on the US.

I think if you look at the food service and hospitality businesses globally, it's -- it is a growth business for us. We're growing in all regions. Europe's probably flat. But we can grow there, too.

But in total, we're growing around the world and we think we will accelerate that growth over time, particularly as we start leveraging the technology that we've developed. Question earlier on Apex in Europe, we're intent to expand. We've got a lot of technology to roll out around the world that we believe is going to give us great benefit.

So it's a business we continue to like. It certainly has gone through a shift in the US for a period of time where you had foot traffic down. We don't believe that continues forever as we move forward. So it's a business that we think has got good characteristics for us long-term.

Thank you.

Rosemarie Morbelli, Gabelli & Company.

Thank you for taking my question. Good afternoon.

Doug, could you talk a little bit about food and beverage? It seems to me as though that 3% growth rate is substantially lower than what you anticipated a few years back.

So is there a big change there? Do you see more competition? I mean, I know you said the opposite on the competition side. But that 3% somehow seems slow versus what -- versus the past.

Yes, you know, I will agree. I guess we wish that business had grown faster in the second quarter, no doubt -- or the third quarter. We do not believe that there is any fundamental issue around our F&B business. You've got protein soft and you've got some softness in brewery. We think this is more, you go through these periods as feed goes high and you got a bunch of other stuff happening in these industries.

But at the end of the day, we continue to gain share. We continue to build the business. We've got a bunch of new technology that we will be developing and rolling out.

So I guess ultimately, I would consider it a mediocre quarter in F&B. But we do not believe we've got any systemic issues in that business.

What kind of a secular growth rate are you anticipating for that business?

Yes, I think F&B business both US and Globally, we expect to play in the 6% to 8% growth range as well, it may be more oriented towards the lower end of that organic growth range, but we expect it to be there.

Okay, and then if I may, on the Pest -- Pest seems to be picking up a little bit. Is that mostly International or are all the changes that you have made in the US also bearing fruit?

Yes, International's growing even faster, if we add it on. That's US. And I would say yes, I think the leadership and plan that's put in place has been working and we've been driving much more successfully the top line, which is what we said the number one objective was in Pest this year.

And if I may ask--

-- in part due to some of the new technology, the new programs that we've introduced for them, focus on operational improvements.

Right. Okay. And just one quick question, if I may. Textile care, is that part of your long-term project?

Part of our long-term project?

Well, part of your long-term strategy. You know, you said that Institutional, you are looking at that as a long-term core business, that it has all of the characteristics that you are looking at. What about textile care?

Textile care is a part of our long-term portfolio. I mean, Rosemarie, the only thing -- the only answer, and this has got nothing to do with either textile or any other business you would ask about, is every business we're in today is long-term until it's not.

Vehicle care was long-term until it wasn't. It's the only way we can go and grow business. I'm not asking to read in between the lines there, nor anybody else about any comment around Institutional or textile or any other business. So, you know, we will -- I mean, if it's a portfolio question--

Yes, that's what it was.

Yes, we've shown over the years that I think we are active in terms of continuing trying to refine our portfolio. I think we do it in an evolutionary manner. It's digestible.

And we will continue to do that, which means we'll continue to buy businesses that we think make sense for us long-term and when we get into a situation like vehicle care where we believe it might be owned, better run by somebody else, we'll exit. I mean, that's the only answer. And of course we never call out any business that's on one side or the other of that line.

Okay. Thanks a lot.

There are no further questions at this time.

Okay. Well, thanks, everyone, for your participation today. If you have any further questions, please give either Lisa or myself a call and have a terrific day.

Thank you very much. Good day.

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