Ecolab Inc. (NYSE: ECL):
2011 SECOND QUARTER
HIGHLIGHTS:
- Reported diluted EPS $0.53
- Record adjusted EPS $0.64, +14%
excluding special gains and charges and discrete tax items,
reaching top end of forecasted range
- Record sales: reported sales +12% to
$1.7 billion; fixed currency sales +8%; adjusted for currency and
acquisitions +5%
- Sales growth led by U.S. Cleaning
& Sanitizing, Asia Pacific and Latin America, as well as strong
performance from acquisitions more than offset significantly higher
delivered product costs
Second Quarter Ended
June 30
(unaudited) Second Quarter % Six Months %
(Millions, except per share)
2011
2010
change
2011
2010
change
Net Sales $1,698.80 $1,520.20 12% $3,217.10 $2,952.30 9%
Operating Income 198.3 204.3 -3% 350.0 358.1 -2% Pretax Income
185.2 189.3 -2% 323.4 328.1 -1% Taxes 59.0 59.8 -1% 103.4 102.9 0%
Net Income Attributable to Ecolab
$125.90
$129.30 -3%
$219.50 $224.80
-2% Diluted Net Income Per Share $0.53 $0.54 -2% $0.93 $0.94
-1% Diluted Average Shares Outstanding 236.1 237.4 -1% 236.2 238.1
-1%
Ecolab Inc. reported a strong second quarter performance led by
solid sales gains in its U.S. Cleaning & Sanitizing, Asia
Pacific and Latin America operations and a strong performance from
acquisitions. These combined to more than offset significantly
higher delivered product costs and produce a double-digit adjusted
earnings per share increase.
Ecolab's reported sales rose 12% to $1.7 billion in the second
quarter of 2011; when measured in fixed currencies, sales rose 8%.
Adjusted for currency and acquisitions, sales rose 5%. Reported net
income attributable to shareholders declined 3% to $126 million.
Reported second quarter diluted earnings per share were slightly
lower at $0.53.
Second quarter 2011 and 2010 results included special gains and
charges and discrete tax items. Excluding those items, adjusted
second quarter 2011 net income attributable to shareholders rose
14% to $150 million. Adjusted diluted earnings per share increased
14% to $0.64, reaching the top end of Ecolab’s forecasted range.
Second quarter 2010 adjusted diluted earnings per share were $0.56.
Currency translation had a favorable effect on reported and
adjusted diluted earnings per share of $0.02 per share in the
second quarter of 2011.
Segment reviewSecond quarter
2011 sales for Ecolab's U.S. Cleaning & Sanitizing operations
rose 9% to $752 million. Adjusted for acquisitions, sales increased
6%. Food & Beverage, Kay and Institutional led the growth.
Ecolab's U.S. Cleaning & Sanitizing operating income increased
3% to $143 million. Adjusted for acquisitions, U.S. Cleaning &
Sanitizing operating income decreased 4%, primarily reflecting the
impact of higher delivered product costs which we believe peaked in
North America in the second quarter.
U.S. Other Services sales increased 1% to $116 million in the
second quarter. Operating income declined 15% to $16 million as
higher service delivery costs more than offset sales gains and cost
savings actions.
Sales for Ecolab's International operations, when measured at
fixed currency rates, grew 7% to $781 million in the second
quarter. Adjusted for acquisitions and divestitures, fixed currency
sales increased 5%. Fixed currency operating income increased 26%
to $71 million in the second quarter as margins expanded in
Ecolab’s International regions, led by EMEA. When measured at
public currency rates, International sales increased 16% and
operating income rose 40%.
The Corporate segment includes special gains and charges, which
are reported as a separate line item on the income statement.
Special gains and charges for the second quarter 2011 of $30
million ($25 million after-tax) primarily consisted of charges from
the previously announced European restructuring. Special gains and
charges for the second quarter 2010 were $1 million. The Corporate
segment also includes investments in the development of business
systems and other corporate investments we are making as part of
our ongoing efforts to improve our efficiency and returns.
The reported income tax rate for the second quarter 2011 was
31.9% and compared with the reported rate of 31.6% in the second
quarter 2010. Excluding the tax rate impact of special gains and
charges and discrete tax items, the adjusted effective income tax
rate in the second quarter 2011 was 30.2% compared with 30.4% for
the same period last year.
Ecolab reacquired 0.9 million shares of its common stock during
the second quarter under its share repurchase program.
CEO commentCommenting on the
quarter, Douglas M. Baker, Jr., Ecolab’s Chairman, President and
Chief Executive Officer said, “We had a very good second quarter.
Our organic sales continued to accelerate, our recent acquisitions
are all ahead of their plans, and our innovation and pricing plans
also continued to gain traction. This enabled us to offset
significant raw material inflation, which peaked for us during this
quarter in North America and in total, while Europe will see raw
material costs peak in the third quarter before abating on a
year-on-year basis. Our work to transform Europe into a higher
growth, more efficient and more profitable region is also going
well. In spite of much higher than anticipated raw material costs,
we remain on target to deliver significant improvement in our
operating margin this year as our program to transform Europe
operations is delivering ahead of schedule.
“As a result of our strengthening sales and improving margins,
we raised our forecast for the year. Our longer term expectations
remain bright, and are strengthened as a result of our announced
plan to merge with Nalco. This merger will increase our ability to
meet our current customer needs, broaden our technology portfolio,
and nearly double the market opportunity in front of us. This will
increase our growth capabilities on both a top line and bottom line
basis. Our strong position has been further improved, and we are in
great shape to deliver out-sized results for our shareholders.”
Business Outlook2011 – Full YearEcolab raised its forecasted
adjusted earnings per share range. Excluding the potential impact
of our recently announced merger with Nalco and special gains and
charges and discrete tax items, Ecolab now expects adjusted
earnings per share to be in the $2.52 to $2.56 range, up 13% to 15%
for the full year ending December 31, 2011. Ecolab previously
expected adjusted earnings per share in the $2.49 to $2.53 range
for the year.
Special gains and charges for 2011, excluding any potential
charges related to our recently announced Nalco transaction, are
expected to range from $0.20 to $0.25 per share unfavorable,
primarily driven by Europe restructuring charges. Future amounts
related to discrete tax items for 2011, if any, are not currently
quantifiable.
2011 – Third QuarterEcolab expects
improved year-over-year sales growth in the third quarter 2011.
Gross margins are expected to reflect the impact of pricing and
efficiency initiatives, as well as lower delivered product cost
increases. The SG&A ratio should reflect better sales leverage
which is expected to more than offset continued investment in the
business.
Our outlook for the third quarter 2011 is as follows:
Adjusted Gross Margins 50% - 51% SG&A % of Sales
35% - 36% Interest expense, net
approx. $15 million
Effective tax rate 30% - 31% Adjusted EPS, excluding special gains
and charges
$0.73 - $0.75
We expect third quarter 2011 special gains and charges,
including restructuring charges, to be a net charge of
approximately $0.05 to $0.06 per share, excluding any potential
charges related to our recently announced Nalco transaction.
Reported third quarter 2010 earnings per share of $0.74 included
special gains and charges and discrete tax items. Excluding these
items, third quarter 2010 adjusted diluted earnings per share were
$0.66.
With sales of $6 billion and more than 26,000 associates, Ecolab
Inc. (NYSE: ECL) is the global leader in cleaning, sanitizing, food
safety and infection prevention products and services. Ecolab
delivers comprehensive programs and services to the foodservice,
food and beverage processing, healthcare, and hospitality markets
in more than 160 countries. More news and information is available
at www.ecolab.com.
Ecolab will host a live webcast to review the second quarter
earnings announcement and earnings guidance today at 1:00 p.m.
Eastern Time. The webcast, along with related presentation slides,
will be available to the public on Ecolab's website at
www.ecolab.com/investor. A replay of the webcast and related
materials will be available at that site.
Listening to the webcast requires Internet access, the Windows
Media Player or other compatible streaming media player.
Cautionary Statements Regarding Forward-Looking
Information
This news release contains certain statements relating to future
events and our intentions, beliefs, expectations and predictions
for the future which are forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995.
Words or phrases such as “will likely result,” “are expected to,”
“will continue,” “is anticipated,” “we believe,” “we expect,”
“estimate,” “project,” “may,” “will,” “intend,” “plan,” “believe,”
“target,” “forecast” (including the negative or variations thereof)
or similar terminology used in connection with any discussion of
future plans, actions or events generally identify forward-looking
statements. These forward-looking statements include, but are not
limited to, statements regarding end-market trends; raw material
costs; forecasted 2011 third quarter and full year business
results, including estimated sales growth, gross margins, selling,
general and administrative expense, interest expense, effective tax
rate, special gains and charges, including restructuring charges,
Europe operating margins and adjusted diluted earnings per share;
the benefits of the merger with Nalco; and longer term prospects,
investments and shareholder returns. There are a number of risks
and uncertainties that could cause actual results to differ
materially from the forward-looking statements included in this
communication. Certain of these risks and uncertainties are
discussed in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2010 and our other public filings with the
Securities and Exchange Commission (the “SEC”).
With respect to our proposed merger with Nalco Holding Company,
the risks and uncertainties that could cause actual results to
differ materially from the forward-looking statements included in
this communication include (i) the risk that the stockholders
of Nalco may not adopt the merger agreement, (ii) the risk that the
stockholders of Ecolab may not approve the issuance of Ecolab
common stock to Nalco stockholders in the merger, (iii) the
risk that the companies may be unable to obtain regulatory
approvals required for the merger, or that required regulatory
approvals may delay the merger or result in the imposition of
conditions that could have a material adverse effect on the
combined company or cause the companies to abandon the merger,
(iv) the risk that the conditions to the closing of the merger
may not be satisfied, (v) the risk that a material adverse
change, event or occurrence may affect Ecolab or Nalco prior to the
closing of the merger and may delay the merger or cause the
companies to abandon the merger, (vi) the risk that an unsolicited
offer by another company to acquire shares or assets of Ecolab or
Nalco could interfere with or prevent the merger, (vii) problems
that may arise in successfully integrating the businesses of the
companies, which may result in the combined company not operating
as effectively and efficiently as expected, (viii) the
possibility that the merger may involve unexpected costs,
unexpected liabilities or unexpected delays, (ix) the risk that the
credit ratings of the combined company or its subsidiaries may be
different from what the companies currently expect, (x) the
risk that the businesses of the companies may suffer as a result of
uncertainty surrounding the merger and (xi) the risk that
disruptions from the transaction will harm relationships with
customers, employees and suppliers.
Other unknown or unpredictable factors could also have material
adverse effects on future results, performance or achievements of
Ecolab, Nalco and the combined company. For a further discussion of
these and other risks and uncertainties applicable to the
respective businesses of Ecolab and Nalco, see the Annual Reports
on Form 10-K of Ecolab and Nalco for the fiscal year ended
December 31, 2010 and the companies’ other public filings with
the SEC. These risks, as well as other risks associated with the
merger, will be more fully discussed in the joint proxy
statement/prospectus that will be included in the Registration
Statement on Form S-4 that Ecolab will file with the SEC in
connection with the merger. In light of these risks, uncertainties,
assumptions and factors, the forward-looking events discussed in
this communication may not occur. Readers are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date of this communication. Neither Ecolab nor
Nalco undertakes, and each of them expressly disclaims, any duty to
update any forward-looking statement whether as a result of new
information, future events or changes in their respective
expectations, except as required by law.
Additional Information and Where to Find it
Ecolab will file with the SEC a registration statement on Form
S-4 that will include a joint proxy statement of Ecolab and Nalco
that will also constitute a prospectus of Ecolab relating to the
proposed transaction. WE URGE INVESTORS AND SECURITY HOLDERS TO
READ THE REGISTRATION STATEMENT AND JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
about Ecolab, Nalco and the proposed merger. Investors and security
holders will be able to obtain these materials (when they are
available) and other documents filed with the SEC free of charge at
the SEC’s website, www.sec.gov. In addition, copies of the
registration statement and joint proxy statement/prospectus (when
they become available) may be obtained free of charge by accessing
Ecolab’s website at www.ecolab.com by clicking on the “Investor”
link and then clicking on the “SEC Filings” link or by writing
Ecolab at 370 Wabasha Street North, Saint Paul, Minnesota, 55102,
Attention: Secretary or by accessing Nalco’s website at
www.nalco.com by clicking on the “Investors” link and then clicking
on the “SEC Filings” link or by writing Nalco at 1601 West Diehl
Road, Naperville, Illinois 60563, Attention: Secretary and security
holders may also read and copy any reports, statements and other
information filed by Ecolab or Nalco with the SEC, at the SEC
public reference room at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s
website for further information on its public reference room.
Participants in the Merger Solicitation
Ecolab, Nalco and certain of their respective directors,
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information regarding Ecolab’s
directors and executive officers is available in its proxy
statement filed with the SEC by Ecolab on March 18, 2011 in
connection with its 2011 annual meeting of shareholders, and
information regarding Nalco’s directors and executive officers is
available in its proxy statement filed with the SEC by Nalco on
March 14, 2011 in connection with its 2011 annual meeting of
shareholders. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the registration statement and joint proxy statement/prospectus and
other relevant materials to be filed with the SEC when they become
available.
Non-Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
Non-GAAP Financial Information
This news release and certain of the accompanying tables include
financial measures that have not been calculated in accordance with
accounting principles generally accepted in the U.S. (GAAP). These
non-GAAP financial measures include fixed currency sales, fixed
currency operating income, adjusted effective tax rate, adjusted
net income attributable to shareholders and adjusted diluted
earnings per share. We provide these measures as additional
information regarding our operating results. We use these non-GAAP
measures internally to evaluate our performance and in making
financial and operational decisions, including with respect to
incentive compensation. We believe that our presentation of these
measures provides investors with greater transparency with respect
to our results of operations and that these measures are useful for
period-to-period comparison of results.
We include in special gains and charges items that are unusual
in nature, significant in amount and important to an understanding
of underlying business performance. In order to better allow
investors to compare underlying business performance
period-to-period, we provide adjusted net income attributable to
shareholders and adjusted diluted earnings per share, which
excludes special gains and charges and discrete tax items.
The adjusted effective tax rate measure promotes
period-to-period comparability of the underlying effective tax rate
because the amount excludes the tax rate impact of special gains
and charges and discrete tax items which do not necessarily reflect
costs associated with historical trends or expected future
costs.
We evaluate the performance of our international operations
based on fixed currency rates of foreign exchange. Fixed currency
sales and fixed currency operating income measures eliminate the
impact of exchange rate fluctuations on our international sales and
operating income, respectively, and promote a better understanding
of our sales and operating income trends from underlying business
performance. Fixed currency amounts included in this release are
based on translation into U.S. dollars at the fixed foreign
currency exchange rates established by management at the beginning
of 2011.
These non-GAAP financial measures are not in accordance with, or
an alternative to, GAAP, and may be different from non-GAAP
measures used by other companies. Investors should not rely on any
single financial measure when evaluating our business. We recommend
that investors view these measures in conjunction with the GAAP
measures included in this news release. A reconciliation of
reported diluted earnings per share to adjusted diluted earnings
per share is provided in the table “Supplemental Diluted Earnings
per Share Information” included in this news release.
(ECL-E)
ECOLAB INC.CONSOLIDATED STATEMENT OF
INCOMESECOND QUARTER & SIX MONTHS ENDED JUNE 30,
2011(unaudited)
Second Quarter EndedJune 30 % Six Months EndedJune 30 % (millions,
except per share)
2011 2010
Change 2011
2010
Change Net sales
$ 1,698.8 $
1,520.2 12%
$ 3,217.1 $ 2,952.3 9% Cost of
sales (1)
860.8 750.0 15%
1,631.2 1,466.7 11%
Selling, general and administrative expenses
609.6 565.3 8%
1,191.2 1,123.4 6% Special (gains) and charges (1)
30.1 0.6
44.7 4.1
Operating income
198.3 204.3 -3%
350.0 358.1 -2%
Interest expense, net
13.1 15.0 -13%
26.6 30.0 -11% Income before
income taxes
185.2 189.3 -2%
323.4 328.1 -1%
Provision for income taxes
59.0 59.8 -1%
103.4 102.9 0% Net income
including noncontrolling interest
126.2 129.5 -3%
220.0 225.2 -2% Less: Net income attributable to
noncontrolling interest
0.3 0.2
0.5 0.4 Net income attributable to
Ecolab
$ 125.9 $ 129.3 -3%
$ 219.5 $
224.8 -2% Earnings attributable to Ecolab per common
share Basic
$ 0.54 $ 0.55 -2%
$ 0.95 $
0.96 -1% Diluted
$ 0.53 $ 0.54 -2%
$
0.93 $ 0.94 -1% Weighted-average common shares
outstanding Basic
231.6 233.4 -1%
231.8 234.4 -1%
Diluted
236.1 237.4 -1%
236.2 238.1 -1%
(1) Amounts include the following special (gains) and charges:
Second Quarter EndedJune 30 Six Months EndedJune 30 (millions)
2011 2010
2011 2010 Cost of sales
Restructuring
$ - $ - $
0.8 $ - Subtotal cost of sales
-
-
0.8 - Special (gains) and charges Restructuring
29.8 -
40.2 - Acquisition integration charges
- -
3.6 - Business structure and optimization
0.3 0.6
0.9 1.2 Venezuela currency devaluation
- -
- 4.2 Business write-downs and closures
-
-
- (1.0 ) Other items
- -
- (0.3 ) Subtotal special (gains) and charges
30.1 0.6
44.7 4.1 Total
special (gains) and charges
$ 30.1 $ 0.6
$
45.5 $ 4.1
ECOLAB
INC.OPERATING SEGMENT INFORMATIONSECOND QUARTER &
SIX MONTHS ENDED JUNE 30, 2011(unaudited)
Second Quarter EndedJune 30 % Six Months
EndedJune 30 % (millions)
2011 2010 Change
2011 2010
Change Net Sales United States Cleaning & Sanitizing
$ 752.4 $ 689.3 9%
$ 1,433.9 $ 1,321.6
8% Other Services
116.5 114.9 1%
223.7 219.6 2% Total
868.9 804.2 8%
1,657.6 1,541.2 8% International
781.1 728.4 7%
1,497.3 1,409.6 6% Subtotal at fixed
currency rates
1,650.0 1,532.6 8%
3,154.9 2,950.8 7%
Effect of foreign currency translation
48.8
(12.4 )
62.2 1.5
Consolidated
$ 1,698.8 $ 1,520.2 12%
$ 3,217.1 $ 2,952.3 9% Operating
Income United States Cleaning & Sanitizing
$
143.0 $ 138.6 3%
$ 254.9 $ 252.0 1% Other
Services
15.9 18.6 -15%
30.6 33.2 -8% Total
158.9 157.2
1%
285.5 285.2 0% International
71.1
56.5 26%
116.1 96.7
20% Subtotal at fixed currency rates
230.0 213.7 8%
401.6 381.9 5% Corporate
(35.7 ) (6.9 )
(56.3 ) (18.8 ) Effect of foreign currency
translation
4.0 (2.5 )
4.7 (5.0 ) Consolidated
$ 198.3
$ 204.3 -3%
$ 350.0 $ 358.1
-2%
Note: The Corporate segment
includes special gains and charges reported on the Consolidated
Statement of Income as well as investments in the development of
business systems and other business efficiency investments.
ECOLAB INC.CONSOLIDATED BALANCE
SHEET(unaudited) (millions)
June
302011 December 312010 June 302010
Assets
Current assets Cash and cash equivalents
$ 163.2 $
242.3 $ 121.3 Accounts receivable, net
1,106.7 999.6 950.1
Inventories
495.5 447.6 441.3 Deferred income taxes
92.8 78.9 84.5 Other current assets
136.0
101.5 138.1 Total current assets
1,994.2 1,869.9 1,735.3 Property, plant and
equipment, net
1,212.7 1,148.3 1,124.0 Goodwill
1,503.3 1,329.3 1,272.1 Other intangible assets, net
429.8 282.5 277.8 Other assets
267.4
242.2 254.6 Total assets
$ 5,407.4 $ 4,872.2 $ 4,663.8
Liabilities and Equity Current liabilities Short-term
debt
$ 403.5 $ 189.2 $ 326.7 Accounts payable
400.5 349.3 324.0 Compensation and benefits
271.3
308.1 228.7 Income taxes
36.9 36.7 22.5 Other current
liabilities
527.4 441.5
438.0 Total current liabilities
1,639.6 1,324.8
1,339.9 Long-term debt
703.3 656.4 637.0
Postretirement health care and pension benefits
494.4 565.8
566.0 Other liabilities
227.7 192.2 259.3 Equity
Common stock
334.9 333.1 331.2 Additional paid-in capital
1,388.5 1,310.2 1,232.7 Retained earnings
3,417.5
3,279.1 3,050.1 Accumulated other comprehensive loss
(159.5
) (271.9 ) (380.6 ) Treasury stock
(2,643.2
) (2,521.3 ) (2,375.1 ) Total Ecolab
shareholders' equity
2,338.2 2,129.2 1,858.3 Noncontrolling
interest
4.2 3.8 3.3
Total equity
2,342.4 2,133.0 1,861.6 Total
liabilities and equity
$ 5,407.4 $ 4,872.2
$ 4,663.8
ECOLAB INC.SUPPLEMENTAL
DILUTED EARNINGS PER SHARE INFORMATION(unaudited)
The table below provides a reconciliation
of diluted earnings per share, as reported, to the non-GAAP measure
of adjusted diluted earnings per share.
FirstQuarterEndedMar. 312010
SecondQuarterEndedJune 302010
SixMonthsEndedJune 302010
ThirdQuarterEndedSept. 302010
NineMonthsEndedSept. 302010
FourthQuarterEndedDec. 312010
YearEndedDec. 312010 Diluted earnings
per share, as reported (U.S. GAAP) $ 0.40 $ 0.54 $ 0.94 $ 0.74 $
1.68 $ 0.56 $ 2.23 Adjustments: Special (gains) and charges
(1) 0.02 0.00 0.02 (0.02) (0.00) 0.03 0.03 Tax expense (benefits)
(2) (0.00) 0.01 0.01 (0.05) (0.05) 0.01 (0.03) Adjusted
diluted earnings
per share (Non-GAAP) $ 0.41 $ 0.56 $ 0.97 $ 0.66 $ 1.63 $ 0.60 $
2.23
FirstQuarterEndedMar.
312011 SecondQuarterEndedJune
302011 SixMonthsEndedJune
302011 Diluted earnings per share, as reported (U.S.
GAAP) $ 0.40 $ 0.53 $ 0.93 Adjustments: Special (gains) and
charges (3) 0.05 0.11 0.16 Tax expense (benefits) (4) 0.00 (0.01)
0.00 Adjusted diluted earnings per
share (Non-GAAP) $ 0.45 $ 0.64 $ 1.09
Per share amounts
do not necessarily sum due to changes in shares outstanding and
rounding.
(1) Special gains and charges for 2010
include a $4.4 million charge, net of tax, related to currency
devaluation in Venezuela recorded in the first quarter, a $5.9
million gain, net of tax, on the sale of an investment in the third
quarter, and a $7.5 million charge, net of tax, for business
optimization costs in the fourth quarter, as well as other items,
net of tax.
(2) First quarter 2010 tax benefits
include discrete tax benefits related to tax audit settlement in
Germany, partially offset by discrete tax expense related to the
impact of a change in Medicare prescription drug benefit tax
deductions. Second quarter 2010 discrete tax expense primarily
includes the impact of international tax costs from optimizing our
business structure. Third quarter 2010 tax benefits primarily
include discrete tax impacts of recognizing settlements and
adjustments related to prior year tax returns. Fourth quarter 2010
net discrete tax expense primarily includes adjustments related to
prior year tax returns.
(3) Special gains and charges for 2011
include restructuring charges of $9.0 million, net of tax, and
$25.2 million, net of tax in the first and second quarters,
respectively. Special gains and charges for 2011 also include
acquisition and integration costs of $2.9 million, net of tax,
recorded in the first quarter, as well as other items, net of
tax.
(4) First quarter 2011 discrete tax
expense primarily includes the impact of a tax rate change in the
U.S., partially offset by a discrete tax benefit related to a state
refund claim. Second quarter 2011 discrete tax benefits primarily
include discrete tax impacts of recognizing settlements and
adjustments related to prior year tax returns.
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