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2 Please see
Ecolabs news release dated July 27, 2011 for additional information,
including with respect to the use of certain non-GAAP financial measures,
such as adjusted Operating Income, adjusted Net Income and adjusted EPS.
Cautionary Statement This presentation 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; market share gains;
delivered product costs; pricing; Europe transformation actions and benefits;
business drivers; benefits of investments; margin improvements; benefits of
the Nalco merger; forecasted 2011 third quarter and full year business
results, including sales growth and adjusted diluted earnings per share; 2012
and 2013 growth; estimated 2012 business results assuming completion of the Nalco
merger, including sales, adjusted operating income, depreciation and
amortization, interest expense, tax expense, minority interest, adjusted net
income, shares outstanding, adjusted EPS, sales growth, tax rate, cap ex,
ROIC, adjusted cash EBS and cost synergies; 2013 21015 estimated cost
synergies and ROIC. 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.
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