Michael J. Monahan - Senior Vice President of External Relations Douglas M. Baker - Chairman, Chief Executive Officer and Member of Safety, Health & Environment Committee.

John P. McNulty - Crédit Suisse AG, Research Division David L. Begleiter - Deutsche Bank AG, Research Division Nathan Brochmann - William Blair & Company L.L.C., Research Division Michael J. Ritzenthaler - Piper Jaffray Companies, Research Division Gary E.

Bisbee - RBC Capital Markets, LLC, Research Division Dmitry Silversteyn - Longbow Research LLC Edward H. Yang - Oppenheimer & Co.

Inc., Research Division David Ridley-Lane - BofA Merrill Lynch, Research Division John Quealy - Canaccord Genuity, Research Division Laurence Alexander - Jefferies LLC, Research Division Bill Carroll - UBS Investment Bank, Research Division P. J.

Juvekar - Citigroup Inc, Research Division Brian Maguire - Goldman Sachs Group Inc., Research Division Shlomo H. Rosenbaum - Stifel, Nicolaus & Company, Incorporated, Research Division Rosemarie J. Morbelli - G. Research, Inc. Andrew J. Wittmann - Robert W. Baird & Co. Incorporated, Research Division Michael J.

Harrison - First Analysis Securities Corporation, Research Division.

Welcome to the Ecolab's Second Quarter 2014 Earnings Release Conference Call. [Operator Instructions] This call is being recorded. If you have any objections, you may disconnect at this time. Now I'd like to turn the call over to Mr. Michael Monahan, Senior Vice President, External Relations. Sir, you may begin..

Hello, everyone, and welcome to Ecolab's Second Quarter Conference Call. With me today is Doug Baker, Ecolab's Chairman and CEO. A copy of our earnings release and the 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 Forms 10-K and 10-Q item -- under Item 1A, Risk Factors, in our second quarter release and on Slide 2. We also refer you to the supplemental diluted earnings per share information in the release. Starting with an overview on Slide 3.

We delivered strong results in the second quarter. We leveraged solid sales volume growth, pricing and our synergy and cost efficiency work to substantially improve our acquisition-adjusted operating margins and produce a very strong adjusted earnings per share increase.

Looking ahead, we expect to continue to outperform our markets and show strong 13% to 17% earnings gains in the third quarter and strong upper-teens EPS growth for the full year as good sales growth, appropriate pricing, innovation, synergies and margin leverage more than offset mixed markets. Moving to some highlights from the second quarter.

And as discussed in our press release, reported second quarter earnings per share were $1.02. On an adjusted basis, excluding special gains and charges and discrete tax items from both years, second quarter 2014 earnings per share increased a very strong 20% to a record $1.03.

The adjusted earnings per share growth was driven by volume and pricing, new products, account gains, synergies and cost-savings actions. Growth was led by our Energy, Specialty and Water businesses. Latin America led the regional growth once again and was bolstered by strong growth in Asia Pacific and North America.

These and other increases were leveraged by good margin expansion. We continue to be aggressive, focusing on top line growth.

We are emphasizing our innovative product and service strength, as well as our wide range of effective solutions to help customers get better results and lower operating costs and through these, drive new account gains across all of our customer segments.

We also continue to implement appropriate price increases to help offset higher 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 our sales and service leadership. We remain on plan for achieving our Nalco and Champion synergy targets, and our Europe margins are on track for further strong expansion.

We -- looking ahead, while mixed trends in our markets present ongoing challenges, we look for the third quarter to show continued attractive sales gains and margin improvement. Third quarter adjusted EPS is expected to increase a strong 13% to 17% to the $1.18 to $1.22 range and compare with last year's adjusted EPS of $1.04.

Business growth and the benefits from synergies and cost reductions should more than offset lackluster economic trends. In addition, the quarter will compare against a very strong 20% adjusted EPS gain in last year's third quarter. For the full year 2014, we continue to look for a very strong 17% to 19% increase to the $4.14 to $4.20 range.

In summary, our second quarter performed well, and we expect the balance of the year to also show strong earnings growth as we more than offset challenging economic conditions while making the key investments to drive our superior results this year, as well as for our future.

Slide 4 shows our second quarter results both as reported and with adjustments for special gains and charges, while Slide 5 shows our sales growth detail. Ecolab's consolidated fixed-currency sales for the second quarter increased 8%. Acquisition-adjusted fixed-currency sales rose 5%. Looking at the growth components. Volume and mix increased 4%.

Pricing rose 1%. Acquisitions and divestitures were 3%, and currency was a negative 1%. Reported fixed-currency sales for the Global Industrial segment rose 3%. The net impact of acquisitions and divestitures on the segment was not significant. Second quarter fixed-currency Global Food & Beverage sales increased 3%.

Growth was led by beverage and brewing, dairy and agri, which more than offset lower sales in the weak protein market. Regionally, Asia Pacific and Latin America led results with modest growth, driven by share gains in the other region as we more than offset plant closures and weak volumes.

Food & Beverage continues to benefit from its Total Plant Assurance approach to the customers, in which we combine industry-leading Cleaning & Sanitizing, Water Treatment and Pest Elimination capabilities to deliver improved food safety results, lower operating costs and better product quality assurance for customers.

This has enabled us to win business with key global customers and offset difficult conditions in our North America and Europe markets, where lower volumes, as well as customer capacity and plant closures, have impacted sales. Looking ahead, we expect moderate organic sales growth in the third quarter.

We look for further benefits from growth synergies, better customer penetration and new business capture, as well as leverage from our innovation pipeline, including the introduction of 3D TRASAR for clean-in-place systems in Food & Beverage plants to more than offset tough industry conditions. Fixed-currency Water sales increased 5%.

Good growth in the heavy, light and mining businesses led the increase. Regionally, we saw strong growth in Latin America, good gains in EMEA and Asia Pacific and moderate growth in North America.

The introduction of 3D TRASAR for hotel and other institutional cooling systems in the second quarter, utilizing solid chemistry and advance dispensing in a premium customer solution utilizing both Ecolab and Nalco technology, has been well received by customers.

To continue to drive market penetration with innovative solutions to optimize water usage using powerful technologies, we are focused on building our corporate account and enterprise sales teams, delivering growth synergies and improving product innovation to drive revenues.

We expect to show continued growth in the third quarter as market share gains drive our heavy and light businesses to outperform mixed end markets. Acquisition-adjusted second quarter fixed-currency Paper sales declined 1%. We saw double-digit growth in Latin America and modest growth in Asia Pacific.

However, these were offset by declines in North America and EMEA that resulted from continued low customer plant utilization and customer closures. We expect Paper to show flattish sales in the third quarter as new business and technology penetration offset the difficult Paper market conditions.

Fixed-currency sales for the Global Institutional segment rose 3%. Adjusted for a small divestiture in Europe, Institutional segment sales grew 4%. Turning to the businesses that make up the segment. Fixed-currency sales for the Institutional business grew 3% in the second quarter.

Institutional's end markets remain subdued with moderate growth in global lodging room demand and still soft foodservice foot traffic across North America and Europe. Looking at regional sales trends, North America -- North and Latin America continue to post solid sales growth, while Asia Pacific saw moderate gains and Europe declined.

Sales initiatives targeting new accounts and effective product and service programs around the core segments continue to drive our results. We continue to leverage our global technology through the rollout of Apex, our next-generation warewashing platform in Europe.

To drive our future growth and improve on our industry leadership position, we remain focused on executing global sales initiatives, globalizing core competencies and introducing product innovation that delivers increased value with solutions that reduce water, energy and labor costs, while also increasing our customer innovacy [ph] through outstanding sales and service execution.

We're also making further investments in field technology to enhance execution in sales and service, and we have better aligned our local sales team efforts around our global value proposition.

Longer term, our new Global Institutional structure is helping to accelerate global deployment of our innovation, technology and training, which we expect will help improve growth by driving better market penetration and new account gains.

We look for third quarter Institutional business sales growth to improve as we make further progress on our global sales initiatives and continue our aggressive sales efforts to help us outperform challenging markets and show better growth over the balance of the year. Second quarter sales for Specialty grew 7% in fixed currencies.

Quick service sales were solid as we enjoyed steady growth from small to midsized customers. New accounts, along with increased service coverage and additional solutions for customers to help improve their operating efficiency and food safety, leveraged generally modest industry trends. Regionally, the U.S. and Latin America recorded solid gains.

Europe saw good growth from new accounts and additional customer solutions, while Asia Pacific benefited from good quick service foot traffic growth. The Food Retail business saw solid sales momentum in the second quarter, benefiting from customer additions, new products and increased penetration.

We look for good sales growth again in the third quarter as Specialty works to deliver another solid performance in 2014. Fixed-currency Global Healthcare sales increased 3%. New account growth, better penetration and new product introductions more than offset continued weak hospital trends and delayed buying decisions in the U.S.

To grow sales in this challenging market, we are strengthening our corporate accounts approach and our integrated value proposition, as well as improving our product portfolio. We expect Global Healthcare sales to show modest gains in the second half as we continue our work to strengthen our business.

Reported fixed-currency Energy segment sales grew 20%. Acquisition-adjusted Global Energy fixed-currency sales rose 8%. Our upstream business saw good growth in the second quarter, led by strong international performance, as well as solid oil sands, shale and deepwater production results.

Downstream business sales increased as North America refining showed overall improvement.

Looking ahead, we expect acquisition-adjusted Energy segment sales to show double-digit growth in the second half as new business resulting from ongoing share gains and new production coming online drives growth and delivers a full year 2014 acquisition-adjusted sales increase in the 10% range. Sales for our Other segment increased 7%.

Acquisition-adjusted sales grew 4%. Fixed-currency Global Pest sales increased 6% in the second quarter. We enjoyed good growth in Food & Beverage and restaurants. Regionally, we enjoyed double-digit growth in Asia Pacific and solid growth in EMEA, Latin America and North America.

We continue to drive market penetration with innovative service offerings and technology and are making progress in globalizing our market-focused capabilities and field technology. We expect Global Pest sales to show further good growth in the third quarter and second half, led by gains in all markets.

Equipment Care sales increased 9% in the second quarter. New account sales, better penetration, pricing actions and improved technician capacity and productivity drove strong service revenue growth.

We expect Equipment Care to show further strong gains in the second -- in the third quarter as continued good service trends, pricing initiatives and streamlined operations benefit results. Slide 6 of our presentation shows selected income statement items. Second quarter gross margins were 46.5%.

When adjusted for acquisitions and special charges, second quarter 2014 fixed-currency gross margins were 46.6%, 60 basis points above last year.

Volume and pricing gains, as well as merger synergies and cost efficiencies, more than offset the business impact of higher energy sales, which, on average, have a lower gross margin when compared with our other businesses. SG&A expenses represented 32.3% of second quarter sales.

When adjusted for acquisitions, the fixed-currency SG&A ratio improved 70 basis points versus last year. The improvement reflected sales gains and cost-savings efforts, including merger synergies, as well as the mix of higher energy sales, which, on average, have a lower SG&A ratio when compared with our other businesses.

Consolidated operating income margins were 14.4%. When adjusted for acquisitions and special charges, fixed-currency operating income margins were 14.3%, rising 140 basis points over last year's comparable margin. Fixed-currency operating income for Global Industrial increased 8%.

Acquisition-adjusted operating income grew 9%, with margins up 60 basis points. Volume gains, pricing and cost synergies and efficiencies led the gain. Fixed-currency operating income for Global Institutional increased 3%, benefiting from pricing, volume gains and cost efficiencies, which more than offset investments in the business.

Fixed-currency Global Energy operating income increased 44%. Acquisition-adjusted Global Energy operating income increased 40% in fixed-currencies, and acquisition-adjusted margins expanded 340 basis points, led by synergies, the volume gain, operating leverage and pricing. Fixed-currency operating income for the Other segment increased 7%.

Acquisition-adjusted operating income grew 8%. Improved operating results offset investments in the business and higher costs. The Corporate segment and tax rate are discussed in the press release. As before, please note that our tax rate assumptions for the full year assume passage of the R&D tax credit in the fourth quarter.

We repurchased approximately 800,000 shares during the second quarter. The net of this performance is that Ecolab reported second quarter diluted earnings per share of $1.02 compared with $0.69 reported a year ago.

When adjusted for special gains and charges and discrete tax items in both years, adjusted earnings increased 20% to $1.03 when compared with $0.86 earned a year ago. Turning to Slide 7 and looking at Ecolab's balance sheet. Net debt to total capital was 48%, with net debt to adjusted EBITDA at 2.5x.

Looking ahead and as outlined in Slide 8, we continue to take aggressive actions to drive both our top and bottom line.

We're expanding our market share and customer penetration among major accounts and leveraging our positions in key growth markets in food, water, energy and health care as we work to offset continued mixed market conditions and unfavorable currency exchange rates, which will likely negatively impact sales by a percentage point in 2014.

We expect to show good acquisition-adjusted sales growth and margin expansion, driven by innovation, pricing, merger synergies and better operating efficiencies. We expect to deliver on these aggressive goals while building growth for the future.

We expect adjusted third quarter 2014 diluted earnings per share to increase an outstanding 13% to 17% to the $1.18 to $1.22 range. Further, the third quarter will also compare against a very strong period last year when adjusted earnings per share rose 20% to $1.04.

We continue to look for the full year 2014 to show very strong growth as adjusted earnings per share are expected to increase 17% to 19% to the $4.14 to $4.20 range.

In summary, we once again delivered on our forecast in the second quarter with a solid sales gain and continued margin improvement, while offsetting market challenges and investing for our future.

We look for further solid acquisition-adjusted sales growth and continued double-digit profit gains in the third quarter, as well as for the full year 2014, as we work to deliver yet another strong year and build for our future. And now here's Doug Baker with some comments..

Thank you, Mike. I'm going to offer just a couple points perspective on the business overall and thoughts on Q2. Business overall, I would say we're getting better. Our integrations remain on track. Our margins continue to expand. Our business top line is accelerating. We had a solid first half, and we expect an even better second half.

Regarding Q2, if you look at our sales, they grew at roughly 0.5 point faster rate than they did at Q1, when we strip out and look at pure organic results. When we look at individual components, we had Energy growing at 8%, which was what we expected in the second quarter. We are on track to accelerate that.

The core business, if you exclude Europe, grew at a 5% rate. And Europe was roughly flat, but here I'm taking out Energy. So total, we had a 5% organic rate when we take out acquisitions and divestitures.

Every one of these components we expect to accelerate in the second half, energy moving from 8% to 10% to 12%; the core business, excluding Europe, moving from the 5% to 6-plus percent; and Europe flat moving to 2% or even maybe a little better.

In total, this will move our, overall, if you will, acquisition-adjusted sales from 5% to 6-plus percent in the second half. Now there are a number of drivers of this acceleration. The #1 is new business. We had another great quarter of net new business adds. This means back-to-back record new business quarters.

For the first half, our net new business results were 30% ahead of last year's first half. So we are fully back on stride now regarding new business post-integration. Our innovation continues to fire well. CIP, 3D TRASAR, Solids for water, Apex in Europe, antimicrobials in Energy, et cetera, all are meeting or exceeding our expectations.

M&A is picking up, both bolt-ons and also technology plays, and we are looking to make some things happen here in the second half.

And finally, the market in total should be roughly the same, meaning global GDP second half, we don't expect to be materially different than the first half even though there's a lot of volatility in the world, as we all know about. But in total, we would expect the market to be either a headwind or a tailwind.

So the fruits of our labor should show up, as we expect, in better results in the second half. So net, we like where we're positioned. We see a stronger second half, accelerating sales, as I said, mid- to upper-teens EPS delivery. We see another great full year delivery of 17% to 19% EPS.

And probably most importantly, we like how we're positioned for the out years too. We've got a great business. We've got a lot of opportunity. We have the right team, and we like our plan. We believe the combination will allow us to consistently deliver against our 15% annual EPS objective post synergies. So with that, let me turn it back to Mike..

Thanks, Doug. That concludes our formal remarks. Operator, would you please begin the question-and-answer period..

[Operator Instructions] Mr. John McNulty from Crédit Suisse..

So with regard to Europe, we've seen some other companies putting up some growth in Europe, and it seems like you didn't have really much to speak of on it this quarter. But you do expect things to kind of get better in the back half of the year.

So I guess, can you walk us through what may have been an issue -- what some of the issues were around growth this quarter? And then, I guess, what gives you the confidence that it's going to get better in the back half of the year? Are you already starting to see those trends improving already?.

Yes. Well, our Europe -- look, if we total our business in Europe, including Energy and all the other businesses, it was down 1% in the first quarter and up 2% in the second quarter.

So we've seen some sequential improvement in our European business, and this is driven in large part by new businesses coming on, stabilization of the market and other efforts. And we expect Europe to get better in the third quarter and the fourth quarter still.

So I think we're seeing some of the same trends that you're referring you might be seeing in other people's business. But our focus in Europe remains on profitable growth, cleaning up the business that we don't want to be in long term.

So I would say we are also artificially covering some of the good work in Europe as we exit some businesses and do this really just on the P&L, not through any restructuring activity. So our Europe business, we think, is in good shape.

We had another very strong margin performance against our goals, and so we are set up to at least deliver in the 100 to 150 basis points improvement for the year. You're going to be seeing run rates in the 7% margin -- EBIT margin basis by year-end, which is good, big improvement..

Okay. No, great. And then just as a follow-up, one area that we haven't seen much improvement in from the rest of the world and yet, you seem to be exhibiting some really solid strength is in the Lat Am side.

So maybe if you can flush out kind of what's driving that and maybe where you're seeing it and some of the trends that you're seeing down there, would be great..

Sure, yes. Latin America is a fairly strong story. So we're seeing it in our core Food & Beverage, Institutional businesses. We're seeing it in Water, where we've had, I think, strengthening of the management team down there through some internal promotions on the Water team. Energy remains strong as well. So it's pretty much across the board.

And also, we've got strength in Brazil, which I think is relatively unusual versus some of the other reports that we've seen. So the team down there continues to execute. We also continue to make sure that we are doing the right thing around margin, simultaneous to top line growth, and we've seen improvement there as well..

The next question comes from Mr. David Begleiter from Deutsche Bank..

Doug, just on new business, very impressive first half results.

In what businesses or areas is it really focused on, this 30% year-over-year improvement?.

It usually differs by quarter because, as you know, we go after large -- large pieces of business and they are a bit lumpy. I mean, in the first quarter, as we talked about, we had a lot of terrific success in both Institutional and F&B in particular. Water is pretty steady in both quarters, first and second.

And Energy had a blowout second quarter, which we had anticipated and expected, which was one of the reasons that we've been forecasting a much stronger second half.

And so I think the events that we believe were going to come through in the second quarter, leading into the second half, have come true, which is why we continue to forecast Energy, in particular, up in the 10% to 12% range for the second half. But all the businesses are going to benefit from the work that happened in the first half..

And Doug, just on Energy, as it picks up to double-digit growth back half of the year, what happens to the margins? How much do they improve from Q2 levels?.

Well, they continue to improve in the second half simply because it's the bigger-volume half for Energy. So you've got volume driving some of it, but we believe the margin improvement that we're seeing is sustainable, and we have still synergies yet to be realized in that business. So we'll continue to work and drive margins as we go forward..

The next question comes from Mr. Nate Brochmann from William Blair & Company..

Doug, I wanted to talk -- just to follow up on that, just a little more specifically. I mean, granted I know things kind of were a little bit light of some of -- where you wanted to be in terms of the core growth in the first quarter.

Could you talk a little more specifically what you've done in terms of either execution or with the sales force in terms of spurring those new business wins? And I know it's about the Ecolab playbook in terms of great new innovation and new products, but how you've you been able to accelerate that in terms of the outlook to get to that 5% to 6% for the second half of the year..

Yes. Well, Nate, I would say, from the new business perspective, it's continued efforts, but we have expanded our corporate account team over the last couple of years, particularly in the WPS business but also in other businesses.

We've strengthened -- we believe, further strengthened the leadership in our regional positions around the world in, say, Institutional and others. And we have clearly identified and targeted the largest players in the industries and put together specific plans to go after them. All this is helping contribute to very strong results.

I would also say we didn't make a lot of noise. We continued to deliver quite well through the heavy integration periods. And while I can't go and point to exactly how that took a toll on any one thing, I don't think it took enough of a toll to make it onto a call. But certainly, the integration work lessened.

We know we will have even more energy going towards offense, which, long term, is a key to driving value..

That makes sense. I appreciate that.

And then also, too, just thinking a little bit bigger picture and who knows where some of these rumblings ever go, but if there ends up getting to be broader across-the-board minimum wage hikes in some of your end market businesses, how do you think that impacts your business in terms of some of your customers' desires to automate things and reduce costs in terms of that maybe being a net benefit for you?.

Well, one of the obvious impacts would certainly be in the Institutional U.S. business, which continues to perform well. It grew 5% in second quarter, both the field sales and actual shipped basis.

I would say if you look across the Institutional business, and I'm going to throw KAY in here and QSR as well, certainly, increased labor costs are going to be -- are going to have to be offset somewhere.

And so in many cases, you can see our customers looking at how they would further mechanize either the kitchen operation or the front part of their operation, and they are working on those technologies. Now we've got a number of technologies that fit in with that thinking. Obviously, warewashing in QSR would be an obvious one.

We would expect that, that will continue to have great uptake. That increases our sales in those restaurants, but is also a great deal financially for the restaurants to install and take the plunge from a capital or a lease standpoint. So those would be some of the examples, but this is going to be further and wider reaching than that.

And typically, whenever there is cost pressure on the business, our philosophy, if you will, comes to bear and tends to prove quite valuable. So we like what we do, so our lower energy, lower water and in many cases, lower labor promise is the right promise in the eventuality that these rates get raised..

The next question comes from Mr. Mike Ritzenthaler from Piper Jaffray..

A question on the margins in the Institutional segment and just looking at year-over-year flattish margins.

Is that a function of incremental leverage in the emerging economies from better volumes offsetting decremental margins from lower sales in Europe? Or is there more to that story?.

Yes. Mostly I would just say it's timing. It's -- we have -- we've had some growth investments that we made in that business. A lot of them came disproportionately in the second quarter. So it had sort of a neutralizing effect on any volume lift. So margins were flat. We expect margins to be up for the year and up for the balance of the year..

Okay, that's helpful. And then for business outside the U.S. and Europe, there's a few headwinds that I'd be interested in some additional color on, such as the slate of sanctions on Russian businesses potentially affecting Energy, the difficulty doing business in Venezuela, the Argentine default.

Maybe each one geography not huge in terms of revenues but kind of when you add it together..

There's probably a longer list, right? You want to go to the Middle East? Yes, I would say I don't think Venezuela's any particularly new news. I mean, it's been a challenging situation for quite a while now. It's a situation we've been managing, and we think we'll continue to manage.

I mean, I -- we forecast in the Q, like other people, we expect another devaluation. We go through those, and the team there has been very adept at then getting behind that and raising local prices in the bolivar. So that, we'll continue to manage. I would say Argentina is more similar to that than dissimilar.

And we'll have to continue to manage our business there, and I think we're quick to do it. Russia's a harder one to predict. I don't know who can predict what's going to happen there. We certainly don't believe we can predict. So I think we've done all the smart things there.

Our Russian business, for perspective, is probably at a run rate of around $200 million. So it's not a huge business in terms of impact globally, given our $14 billion-plus size, but it's an important market for us. And we've taken, I think, a lot of the smart steps to put us in a position to manage further sanctions and other things.

And of course, we're going to comply with all laws and anything that may or may not happen as we go forward, but it's very tough to predict what that may -- might be. From an energy standpoint, it's not a huge piece of their business, but it's an important piece.

And I think we'll just -- we're just ready to manage as wisely as we can given what unfolds there, and predicting what unfolds is quite difficult..

The next question comes from Mr. Gary Bisbee from RBC Capital Markets..

This is the third straight quarter you've talked about very strong new business signings, and yet, we haven't seen real acceleration.

I know you're expecting it, but what -- how do we think about the lag from new business sign -- when you sign new business and talk to us about it and when it begins to generate revenue? And is it very different from segment to segment? Or is it a similar lag?.

What we see, on average, it usually takes a couple of quarters to show up because -- so Institutional, we talked last quarter about a number of new pieces of business in Europe specifically. And a lot of that business was installed in the second quarter, but they still have to run out their old inventory.

And you really don't see a lot of the activity until, really, even the quarter following install. So this is, I don't think, any great surprise. If we're -- I'll be surprised if we're not seeing some pickup from this in the third quarter, and we would expect to. We think we're already seeing it.

So we would expect third quarter to be better than the second..

Okay. And then the follow-up. Both in the Institutional and Other Services businesses, you mentioned investments that offset the normal leverage and cost savings.

What exactly are those investments? Is it salespeople? Or is it other stuff? And how quickly do you expect to earn a return on the investments?.

Yes. It's a little different by business, but headcount, both Institutional and also in Pest. Training in Pest, in particular, is we're arming the team to be even more specialized when they get after specific segments, and this is a lot of the work that's been helping drive Pest organic sales growth faster.

And also, there have been some R&D investments that we've made. And I would just say it's more -- coincidental may not be the best word, but the timing is just the timing. We didn't try to manage it to make each quarter look beautiful. It's just the right time to get after some of these initiatives, and they'll be helpful in the second half..

The next question comes from Dmitry Silversteyn from Longbow Research.

Just wanted to ask a couple of questions and clarification.

When you look at your Energy segment and the business, sort of the -- was the legacy Nalco business versus the Champion business that you're looking to globalize perhaps a little bit more aggressively, was there a difference in the growth rates, if you can discern at all, between those 2 businesses? Or is it more appropriate to talk about upstream, downstream growth rates?.

Well, I mean, there were some differences in the growth rates. You might recall, Champion had a huge second quarter last year, right as we were putting it together. So one of the challenges is Energy is going against a very big base number in the second quarter and still accelerate it versus the first. So Champion, that business is all upstream.

We didn't take any of the downstream business, as you might recall. There are differences historically and we would expect, going forward, in terms of expected downstream growth rate versus upstream growth rate.

Downstream has been much more in the upper-single-digit type growth rate, and we expect double digit from the upstream businesses, including WellChem..

Okay.

And then as a follow-up, on the Pest Elimination growth, was there much of a difference between sort of if you look at the domestic Pest Elimination, which is an older, I guess, more seasoned business, if you will, and the international Pest Elimination business, where there's still quite a bit of whitespace filling left to do?.

No, it's very similar. I mean, the U.S. growth rate was very similar to the global growth rate, 6%. So we've got -- that business has been steadily improving as we talked about. We had it in the shop not that long ago. It's come out and doing well..

The next question comes from Mr. Edward Yang from Oppenheimer..

CapEx picked up sequentially, and it was up 30% year-over-year. Was there anything to read into this? I think, Doug, you mentioned that you had made some heavier investments in the second quarter than in the past..

Yes. I would chalk it up to timing. I mean, our CapEx forecast that we've given before and expected use of capital remains the same..

Okay. And I think you launched Apex2 in North America and Europe at the start of the second quarter.

What's the update in terms of adoption and contribution to growth?.

Apex has launched in Europe -- Apex2, and I would say it's exceeding targets. It's off to a very strong start, nearly 3,000 installs to date. We expected in total opportunity in the $60 million [ph] to $70 million [ph] range for Europe, and majority of that, but not all of that, would be incremental. So it's early.

It's going well, and we expect it to continue to go well. So it's doing what we expect it to..

The next question comes from Mr. David Ridley-Lane from Merrill Lynch..

Sure. I wanted to get an update on the run rate of cross-sell synergies in the second quarter and how Ecolab is tracking to the $150 million run rate target for the full year 2014..

Yes. We're on pace. We'll look up a second quarter number if we have it. But I would say all the growth synergies that we expect are on pace for the year. So I guess, second quarter, we're seeing -- it was $119 million is what we saw. But I think the big number was we had forecast. That's the run rate right now.

That we forecast we'd get to $0.5 billion -- I mean, $500 million right by the end of '16. We're tracking a little ahead of our forecasted pace..

Sure, okay. And then it's been almost a year since we heard about the enterprise selling initiative Ecolab was piloting in F&B and Water. I just wanted to get an update on maybe how many teams you have selling, if there's integrated solutions at the highest level with clients.

And any thoughts about expanding that into other segments?.

Yes. We have corporate account people in both the Water business and in the Food & Beverage and Institutional business. A given enterprise will have a lead business and a lead division who takes responsibility for driving the total Ecolab portfolio in that customer.

So I would tell you, virtually, every large customer in the industries that we serve has "a team lead" whose job it is to drive the complete enterprise sale at that customer. So with that said, I would say, as I've talked about in previous calls, we've had great success -- more success early than I think we anticipated.

We continue to have very good success, hence the terrific numbers I shared with you earlier. I don't have a specific number of discrete teams whose only job is to go sell, say, F&B and Water together. It's really the corporate account team members on both sides. Both divisions are working together to go drive that..

The next question comes from Mr. John Quealy from Canaccord Genuity..

First question, in Institution, you talked about QSR being solid again in the small and mid account area. Can you talk about is that foot traffic and volume? Or are there other underlying trends there? Like, for example, I know a year or so ago, Starbucks did convention opens and things like that.

So if you could just characterize that a little bit more..

Yes. A lot of it, I would just say, is new business, and the new business that was brought on by our QSR business was principally the medium and smaller-sized chains. This is good news because they tend to grow into larger chains over time, and it's where you'll probably see disproportionate unit growth going forward.

That was the single biggest driver, but we do see different chains adding food products, be it wings or other moves, which tend to change the cleaning needs in a given environment and then also then drives additional products in the unit simultaneously. But the biggest move was new business..

Okay, great. And then a broader one-off question. I know the DOT has suggested new regulations for oil transportation by rail specifically on some of the heavy stuff out of Canada. I know this is early, and I know this is comment periods and all this.

Are you working with some of your heavy oil clients about different formulations of what that could look like? And give us any characterization there, that would be helpful..

I would say the transportation of oil via KEYSTONE pipeline, if you don't build the pipeline, you're going to end up having the stuff shipped on rails. And I think there's a realization that, that may not be the best alternative -- I mean, the best answer because it creates risk, too.

So everybody wants to manage one risk, and they forget about the other risk that they got to deal with. I don't have any great -- I would tell you shipping heavy oil is a little safer than shipping light oil, if you want to get down to it. We work with our customers on any of these issues.

I think it's too early to say exactly how this is going to go play out..

The next question comes from Mr. Laurence Alexander from Jefferies..

Two questions around the acceleration that you're seeing across your business.

Do you see this as a multiyear surge? Or do you need an end market recovery to maintain it? And secondly, given the acceleration that you're seeing, has the underlying growth algorithm in terms of how many salespeople you need to hire to maintain the growth, has that changed? Or should we see a step up in hiring practices over the next 12 to 18 months?.

Yes. Well, let's start with the formula or the algorithm question first. I don't think it's changed. We have been hiring sales team members this first half and have a couple of hundred more than we did at the start of the year. So it's a couple percent more. But if you annualize it, it starts turning into 4%, if we continue on this pace.

So we are investing in the business while growing margins and doing the other things that we're expected to do. I would say, look, we would benefit by an economic recovery. I don't think it's needed for us to get into the lower end of our 6% to 8% organic range that we've talked about nor is it needed to add the 2 to 3 extra points from M&A.

But for us to play around the top of that range, yes, I think you're going to ultimately need to see some uptick in the underlying economy. The way the economy's working right now, which is below 2 digits globally, I think we can get into the 6% -- about 6%, maybe up to 7%, but it can be very difficult to get to the 8%, 8%-plus range..

The next question comes from Mr. John Roberts from UBS..

This is Bill Carroll on for John. Can you remind us of your capital allocation priorities, particularly with respect to debt reduction? You mentioned a desire to get back to A credit rating.

So what's your timing for getting the credit metrics there in light of using free cash flow for share buybacks and bolt-on acquisitions as well?.

Yes. I would say our uses of cash have not changed materially, with the exception of the addition of some debt paydown. The debt paydown is about $300 million. It's proceeding. It's going to occur this year. Following that, we expect our net debt-to-EBITDA ratio to be low-2s by the end of the year and hitting the 2 range sometime early next year.

As we go forward, we continue to grow EBITDA. So following that, I think we've said that things that are on the table, like additional share repurchase and/or more aggressive M&A, they tend to complement each other. They will end up to be, I would say, a bigger EPS driver than they have been the last couple of years.

And of course, I'm excluding the big deals that we did with Nalco and Champion in that conversation..

Okay. And another one on Water.

What are your capabilities and appetite for pursuing opportunities in areas that you're not involved with now, like treating municipal water or agricultural processing?.

Yes. I would say we do treat some municipal water systems today, had historically. We'll continue to serve that business as long as we can do it in a way that's reasonably profitable moving forward. It is not our target market by any stretch. I would say, look, there's a lot of places in Water that we see additional opportunity moving forward.

Certainly, our Energy team is looking and getting after additional opportunities in their space using water technologies that are developed corporately. But we also see other opportunities, both in the pure water space and in the Institutional F&B and other spaces. We'll continue to expand our capabilities as we move forward.

I would say that's our formula. We want to grow the business every year. We want to expand the margins. But just as importantly, we want to expand the opportunities every year so we never run into a wall and get into a situation where we are, if you will, at the end of a realistic share gain period. We chase over $100 billion today.

We think we've got about a 13, 14 share, and we expect that $100 billion opportunity to grow as we look at new arenas. One of the areas we're going to be more aggressive in is going after desal, not inventing the technology but serving the installed desal units, be them -- be they the boil the ocean units or the membrane units.

Either one we will get after, there are big service opportunities there. So there are plenty of opportunities in Water. Our Water business is performing well. Second quarter, if you take away the Paper business and the business that we are exiting, our Water grew at 7%.

So it's showing continued sequential improvement as we said it would, and we're excited about the opportunities in front of us..

The next question comes from P.J. Juvekar from Citi..

Doug, looking back, these Nalco and Champion acquisitions were very timely. But your core Institutional business really hasn't picked up steam yet.

Can you comment on what's holding it back? Is it more on the hospitality side? Or is it more on the restaurant side?.

Yes. I would say it's more on the Europe side. I would say you've got to recognize we're now -- what we're reporting in Institutional isn't just U.S. business. We're reporting the global results for Institutional.

If you went back pre-Nalco acquisition, because we hadn't globalized Institutional yet, we would have -- with or without the Nalco merger, by the way, but we were really reporting, principally, U.S. Institutional numbers. I said earlier, the U.S. Institutional number for this quarter was 5% growth.

And we've had -- last quarter was 5% underlying growth, as this quarter was, but I think 3% reported. We said there was a bit of a take-down in terms of inventories. This quarter, both numbers were 5%, 5% consumption, 5% shipped.

And so I think the Institutional business as it's historically been reported is very consistent with where it's been, and this is in spite of, I think, difficulties in that market. Restaurant traffic continues to be soft, in decline. Lodging has been strong throughout this period once it recovered from the recession.

What we're really working on doing is getting the business right in the other geographies. And so really, the particular hole that we have is Europe. So Europe for that quarter was down, like, negative 4% in the second quarter, and it was a series of onetimers. Some of them we did purposefully. Some just happened to fall into this quarter.

But we're quite confident that we are now going to see Europe grow in Institutional for the next couple of quarters. So I think Institutional is going to be fine. Some of this we just took on, went after the business. You know the priority in Europe hasn't been on growth, it's been getting on the margins right.

Our Europe Institutional business now makes money. It didn't every quarter previously, and it is now consistently. And now we got to get the top line moving. And their efforts around new business, the new technology they're introducing, hence the earlier Apex question and answer, all are, I think, showing the right trends.

So Institutional, we think, will be climbing back on a global basis in the 5-plus percent type growth business here relatively soon..

And then, secondly, post Champion, can you size for us the revenues and profitability in your upstream and downstream businesses in Energy?.

Well, I -- if you're asking on Champion per se, we can't -- we can no longer split out the Champion business from the legacy Nalco Energy business just by nature of the type of integration that we've gone under, which is why we even handled the restatement. We're trying to give you guys a picture of what's happening organically.

I would say, overall, that business performed. So we would expect, going forward, we're going to continue to have very strong results in WellChem, which is a combined business of the 2, Nalco and Champion. We expect OFC to accelerate.

It's going to be the big beneficiary of a number of the new businesses -- or the new business opportunities that we've secured in the second quarter. And downstream has been performing solidly, let's say, in the U.S. and around the world, and we would expect that to continue to grow solidly.

But really Champion brought both WellChem assets and OFC assets, 0 downstream assets..

The next question comes from Mr. Bob Koort from Goldman Sachs..

It's Brian Maguire on for Bob today. Doug, I appreciate the comments on sources of the growth rate acceleration in the second quarter, too, that I was maybe surprised not to hear some weather normalization. I would have thought that maybe that helped.

And also just curious to hear, given the strength in Latin America and Brazil you cited, any material benefit from the World Cup there.

Or any potential hangover there?.

Well, I can't speak to the individual's hangover status. I can -- there wasn't a huge uptick in Brazil Institutional for World Cup. Interestingly, we rarely see one. You host the Olympics every other year. We tend to have a lot of that business or serve a lot of the partners who serve that business. We certainly are in most cities of the world.

We typically don't see monstrous uptick in our business during those events, and we saw the same thing in Brazil. Simply because there's kind of a trade of influx of tourist dollars, somewhat. Those who live there tend to stay out of restaurants and others because think it turns into a bit of a hassle. So anyway, no big news there.

I think the balance, I don't expect -- we don't really worry about that. These events happen all the time. So even if you did see a big lift -- these people are traveling from somewhere and they're spending their dollars in one city and not the other, we're in 170-plus countries, we tend not to focus on that stuff too much..

Okay. And just on Energy. There have been some upstream project delays we've been kind of hearing about or tracking.

Just any change in timeline on projects, any slippages there that you're seeing any impact from?.

Well, we certainly had projects that were part of slip, but our forecast takes all that into account. And so the forecast that we've given for the second half is based on data that we know right now. So obviously, if something materially slipped in September, we may talk to you about it in the next call. But we don't anticipate that.

All the projects we're on, we think we've got a good handle on..

The next question comes from Shlomo Rosenbaum from Stifel..

Could you just give us a little bit more detail on what's going on with Healthcare? It sounds like you guys are expecting maybe a modest pickup in the second half, but then being positioned to be a lot better in 2015.

Given what we've seen over in the hospitals for the last many years, could you talk a little bit about the investments in innovation and what you're doing over there? And any thought as to what's going behind the expectation for the pickup there?.

Yes. Last call, we talked Healthcare and basically said we're working on a couple of areas, certainly around innovation, how we're going to position our technology and how we're going to go sell bundled programs even more effectively going forward. I'd say that work is progressing nicely.

But we didn't -- we basically tried to set an expectation that you're not going to see a material change in growth rates until probably early next year or end of this year. With that said, the business isn't off the hook nor do they consider themselves off the hook. They improved first quarter to second quarter. We had 3% growth this quarter.

We aren't shooting off flares, but it's certainly better than first quarter. And I think the team's on the issues they need to be on. I like the work that they're doing. We have, I think, a good track record of taking businesses, and sometimes, you've got to retool.

We aren't asking for any forgiveness on quarterly expectations or overall company growth rate or anything like that. We've just got -- Healthcare, we think we can make some tweaks to put this business in a position to grow high-single digits and do the things that we expect it to do going forward..

Just as a follow-up, based on what you're doing over there, you just mentioned high-single digits is a potential, what's a realistic -- do you think kind of near term, say, 2015 to '16 type of thought, you can get back to this mid-single digits on a regular basis sound realistic? Or what do you think about that?.

Yes. Certainly, that would be our expectation, that we think the Healthcare business and particularly the part of the Healthcare business we're in should be a upper-single-digit growth business for us. So I guess, yes..

The next question comes from Rosemarie Morbelli from Gabelli & Company..

I was just wondering, Doug, if you have seen recently a more competitive change, especially in Europe, where your main competitor is pushing price increases or so they say.

Is that helping you? Are you seeing them take business or lose business because of that particular change in the way they are conducting business?.

Yes. I would say we haven't seen a material change in the way any of our competitors are approaching the business, specifically in Europe, and I guess, specifically in Institutional was your reference. I'm not sure that we would always see that right away anyway. So I don't know exactly what they're doing.

But if you're going to raise prices, you're going to do it with your existing customers, not necessarily with new ones. And so that wouldn't be as visible to us anyway..

And are you able to raise prices in Europe as you are now focusing on growth? Or is growth actually not conducive to raising price?.

Well, there's always a trade-off, but no, we are getting price in Europe. We're getting price, frankly, everywhere. I mean, not huge amounts. I would say, the traditional, on average, 1 point across the globe, which is I think what we had forecast we expected, and that's about where we are. I would also say that, that never includes the mix changes.

So when we talked the Apex launch in Europe, when we trade out old solids for new solids, we do it at a much higher price, and that is not reflected in the 1 point of pricing I spoke about, which was the global number..

The next question comes from Mr. Andy Wittmann from Baird..

Doug, just your comments on M&A and bolt-on M&A kind of heating up, that's there's more going on there. What should investors be looking for in terms of where you think that -- in terms of total dollar deployment towards M&A could be maybe in the next year? You said it was going to be higher.

I mean, is this hundreds of millions? Is it billions? What kind of order of magnitude do you think we could be looking at here?.

Yes. Well, I guess, I signaled that there's no really huge targets on the horizon for us simply because it's not really as much an appetite challenge as it is just, frankly, a good fit challenge. So as a result, you're talking hundreds of millions, not billions..

Got you. And then just a quick follow-up here. This quarter, for the first time in a long time, we've seen GAAP EPS and adjusted EPS starting to converge a little bit more than we've seen.

Is this a pattern that you think we can continue to expect going forward? Or do you think that the restructuring charges and other things are going to continue to -- is this more of an anomaly or something that we should expect to go forward?.

Well, I mean, it's both. I would say you'll see continued convergence. I don't think -- the $0.01 delta that we had this year of $1.02 and $1.03, part was because we had a legal settlement that was in our favor in there, too.

So unless I can convince our GC to deliver that every quarter, which would be terrific, you should put that in your report, we don't expect that every quarter. So -- but I think you'll see, starting 2015 and on, yes, we expect really pretty much they're the same..

The final question comes from Mr. Mike Harrison from First Analysis..

Doug, can you talk a little bit about how the Champion integration is going now that it's been in the fold for a little over a year? And I'm speaking specifically from a cultural standpoint, where Champion may have had a different approach to customer service as opposed to the Nalco approach.

Have you had any key customer or personnel losses? And if so, how are you handling those?.

Yes. Well, I would say, on balance and in total, I think the integration's going about as well as you could hope for. So I'd give you stats. I guess field level attrition is lower than it was premerger, so that's good news.

Have we lost anybody? Certainly, but that's because this is a hot business, and both companies were losing people before the merger, and they've lost some people post merger. And guess what? We've taken some people, too. So that's -- I don't think there's any big news there. Customers, we haven't lost any customer that we can really identify.

As a consequence of this, we had some -- a couple customers that I would say we had on our concern list, particularly going into due diligence, and that business has all stayed. We've had a number of the large players who were buying from both increase their share with us post merger. So all of that, I think, has gone quite well.

You mentioned earlier a different approach from service. I would say, as I think we did very successfully when we brought Ecolab and Nalco together, the goal here was to take good ideas wherever they come from and not be just convinced that however you were running it before was the best way.

So some of the customer service methodology that we've adopted came with Champion. Particularly in some of the North American fields and how we get after and serve and deliver product was really, what I would say, is much more of a Champion model than it was the previous Nalco model because we think it was a smarter way to go into business.

There are other examples, too. And as we've talked in the Nalco-Ecolab merger overall, there's been plenty of things that we've adopted, I would say, from legacy Nalco, safety programs, onboarding of people programs.

And certainly, our financial modeling and I would say, discipline around business reviews we've adopted from Ecolab and thrown across all the businesses. So I think that's the only way you can really have a successful merger. If you buy a company, you're buying a lot of know-how.

And if you wipe out all the know-how with the thought that whatever you were doing must be superior, you're going to lose value in -- by approaching it that way..

And then just in terms of the Asia Pacific market in Institutional, are we starting to see a pickup in places like China as those markets are getting a little bit more mature in terms of restaurants and hotels per capita? Or are you still pretty early on that curve?.

Well, I'd say yes and yes. We are seeing in China, in particular, continued strong growth in the Institutional business really across the portfolio, and I'd say it's very early days there. So you've got still fairly uneven situations. You can go to Shanghai, and it's one of the most sophisticated cities in the world.

You don't have to travel far before it becomes, let's just say, less sophisticated. And as that economy -- as GDP grows, as people's incomes grow, we would expect that we would see the same evolution in foodservice, lodging, as we've seen in the other economies that have gone through the same growth curve.

So we're quite excited about the long-term potential there, and we're seeing it in growth rates right now that are quite attractive..

At this time, I'd like to turn the call back over to Mr. Monahan for closing comments..

Thank you. That wraps up our second quarter conference call. This conference call and associated slides will be available for replay on our website. Thanks, everyone, for your time and participation. Our best wishes for the rest of the day..

This concludes today's conference. At this time, all participants may disconnect..