Ecolab Provides 2013 Adjusted EPS Forecast

  Ecolab Provides 2013 Adjusted EPS Forecast

 Forecasts mid-teens adjusted EPS growth, excluding the impact of the pending
                             Champion acquisition

           2012 adjusted EPS forecast range remains $2.96 to $3.00

Business Wire

ST. PAUL, Minn. -- January 8, 2013

Ecolab Inc. announced today that it looks for strong sales and earnings growth
to continue in 2013.

Douglas M. Baker, Jr., Ecolab’s Chairman and Chief Executive Officer, said,
“We expect another strong year in 2013. In spite of expected continued soft
economic and market trends in 2013, as well as unfavorable pension expense due
to lower interest rates, we plan on again driving growth using new product
introductions, superior sales and service execution, new account wins, and
better customer penetration. We will also continue to focus on cost
reductions, improved operating efficiency, and merger synergies to leverage
top line gains and yield margin improvement.

“With our business focused on helping our customers deliver on fundamental
global needs including clean water, safe food, abundant energy and healthy
environments, we believe we are very well-positioned to deliver steady,
above-average growth for 2013 and beyond. We have made and will continue to
make the right investments in our business to further build our product and
service capabilities as well as our business base so that we can better
service our customers, and as a result of these, generate superior returns for
our shareholders. We remain excited by our opportunities and by our terrific

Ecolab expects 2013 adjusted diluted earnings per share, excluding special
gains and charges and discrete tax items, to be in a $3.38 to $3.48 range,
including the approximately $0.03 per share dilutive impact of the previously
announced Vehicle Care Division sale and excluding the accretive impact of the
pending Champion acquisition. As previously announced, the Champion
transaction closing remains subject to clearance by the U.S. Department of
Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and
certain other closing conditions. Ecolab previously expected the Champion
acquisition to close by year end 2012 and to be accretive to 2013 earnings by
approximately $0.12 per share. As previously disclosed, Ecolab remains
confident the transaction will close in early 2013; however, it remains
possible that the transaction will not be completed in such a time frame or at
all. A delayed closing is not expected to impact the full run-rate accretion
of $0.50 per share by 2016. However, 2013 expected accretion will be lower
than previously forecast and an updated accretion estimate will be provided
when the closing date is determined.

Consistent with its previous forecast, Ecolab expects to deliver full year
2012 adjusted diluted earnings per share in the $2.96 to $3.00 range despite
the delayed passage of the 2012 R&D tax credit in early January 2013. As
Ecolab previously announced, the credit was expected to benefit the fourth
quarter of 2012 by $0.01 per share. Due to the delayed approval by Congress,
the $0.01 per share R&D tax credit benefit will now be recorded as a discrete
tax item in the first quarter of 2013 and not included in our 2012 results.
Special gains and charges for the full year 2012 are expected to be a net
charge of approximately $0.60 per share.

Ecolab’s adjusted diluted earnings per share were $2.54 in 2011. Ecolab
expects to announce final 2012 results February 26, 2013.

About Ecolab

With 2011 pro forma sales of $11 billion and more than 40,000 employees,
Ecolab Inc. (NYSE: ECL) is the global leader in water, hygiene and energy
technologies and services that provide and protect clean water, safe food,
abundant energy and healthy environments. Ecolab delivers comprehensive
programs and services tothe food, energy, healthcare, industrial and
hospitality markets in more than 160 countries. For more Ecolab news and
information, visit

Cautionary Statements Regarding Forward-Looking Information

This communication 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 economic and
market trends; synergies from and potential accretion associated with the
Champion acquisition; the expected timing of completion of the Champion
acquisition; our financial and business prospects, including forecasted 2012
and 2013 business results, including sales growth, margin improvements,
synergies, pension expense, special gains and charges, including R&D tax
credit benefits; dilution associated with the Vehicle Care sale; adjusted
diluted earnings per share; and the longer-term outlook. These statements are
based on the current expectations of management of the company. 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.
In particular, the ultimate results of any restructuring, integration and
business improvement actions, including cost synergies, depend on a number of
factors, including the development of final plans, the impact of local
regulatory requirements regarding employee terminations, the time necessary to
develop and implement the restructuring and other business improvement
initiatives and the level of success achieved through such actions in
improving competitiveness, efficiency and effectiveness. In addition, as it
relates to the Champion acquisition, these risks and uncertainties include (i)
the risk that the regulatory approvals or clearances required for the
acquisition may not be obtained, or that required regulatory approvals may
delay the acquisition or result in the imposition of conditions that could
have a material adverse effect on the company or cause the company to abandon
the acquisition, (ii) the risk that the conditions to the closing of the
acquisition may not be satisfied, (iii) the risk that a material adverse
change, event or occurrence may affect the company or Champion prior to the
closing of the acquisition and may delay the acquisition or cause the company
to abandon the acquisition, (iv) problems that may arise in successfully
integrating the businesses of the company and Champion, which may result in
the combined business not operating as effectively and efficiently as
expected, (v) the possibility that the acquisition may involve unexpected
costs, unexpected liabilities or unexpected delays, (vi) the risk that the
businesses of the company or Champion may suffer as a result of uncertainty
surrounding the acquisition and (vii) the risk that disruptions from the
transaction will harm relationships with customers, employees and suppliers.

Additional risks and uncertainties that may affect operating results and
business performance are set forth under Item 1A of our most recent Form 10-Q,
our current report on Form 8-K filed October 12, 2012 and the company’s other
public filings with the Securities and Exchange Commission (the “SEC”) and
include our ability to integrate Nalco and realize the anticipated benefits of
the merger as well as to close and integrate the proposed acquisition of
Champion; our ability to attract and retain high caliber management talent to
lead our business; difficulty in procuring raw materials or fluctuations in
raw material costs; our ability to execute key business initiatives; vitality
of the markets we serve; the impact of worldwide economic factors such as the
worldwide economy, credit markets, interest rates and foreign currency risk;
exposure to economic, political and legal risks related to our international
operations; the costs and effects of complying with laws and regulations
relating to the environment and to the manufacture, storage, distribution,
sale and use of our products; changes in laws, regulations or accounting
standards; our ability to develop competitive advantages through innovation;
our substantial indebtedness; information technology systems failures; the
ability to acquire complementary businesses and to effectively integrate such
businesses; restraints on pricing flexibility due to contractual obligations;
pressure on operations from consolidation of customers, vendors or
competitors; public health epidemics; potential losses arising from the
impairment of goodwill or other assets; potential loss of deferred tax assets;
the occurrence of litigation or claims, including related to the Deepwater
Horizon oil spill; acts of war, terrorism, severe weather or natural or
man-made disasters; the loss or insolvency of a major customer, supplier or
distributor; and other uncertainties or risks reported from time to time in
our reports to the Securities and Exchange Commission. In light of these
risks, uncertainties, assumptions and factors, the forward-looking events
discussed in this communication may not occur. We caution that undue reliance
should not be placed on Forward-Looking Statements, which speak only as of the
date made. Ecolab does not undertake, and expressly disclaims, any duty to
update any forward-looking statement whether as a result of new information,
future events or changes in expectations, except as required by law.


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

Non-GAAP Financial Information

This news release includes 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 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 diluted earnings per share,
which excludes special gains and charges and discrete tax items.

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



Ecolab Inc.
Michael J. Monahan, 651.293.2809
Lisa L. Curran, 651.293.2185
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