Michael J. Monahan - Senior Vice President External Relations Douglas M. Baker - Chairman & Chief Executive Officer Daniel J. Schmechel - Chief Financial Officer.

Mike Ritzenthaler - Piper Jaffray & Co (Broker) Nate J. Brochmann - William Blair & Co. LLC Jermaine Brown - Deutsche Bank Securities, Inc. Gary E. Bisbee - RBC Capital Markets LLC David E. Ridley-Lane - Bank of America Merrill Lynch John Quealy - Canaccord Genuity, Inc. Manav Shiv Patnaik - Barclays Capital, Inc.

Laurence Alexander - Jefferies LLC Andrew John Wittmann - Robert W. Baird & Co., Inc. (Broker) Dmitry Silversteyn - Longbow Research LLC John E. Roberts - UBS Securities LLC Jason Anderson - Stifel, Nicolaus & Co., Inc. Michael Joseph Harrison - Seaport Global Securities LLC Robert Andrew Koort - Goldman Sachs & Co. Scott A.

Schneeberger - Oppenheimer & Co., Inc. (Broker).

Welcome to the Ecolab Third Quarter 2015 Earnings Release Conference Call. At this time, all participants are in a listen-only mode. After the presentation, we will conduct a question-and-answer session. This call is being recorded. If you have any objections, you may disconnect at this time. Now, I would like to turn the call over to Mr.

Michael Monahan, Senior Vice President, External Relations. Sir, you may begin..

Thank you. Hello, everyone, and welcome to Ecolab's third quarter conference call. With me today are Doug Baker, Ecolab's Chairman and CEO; and Dan Schmechel, our Chief Financial Officer.

A discussion of our results along with the earnings release and the slides referencing the quarter's results and our outlook are available on Ecolab's website at ecolab.com/investor.

Please take a moment to read the cautionary statements on these materials stating that this teleconference, the discussion 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, under Item 1A, Risk Factors, and in our posted materials. We also refer you to the supplemental diluted earnings per share information in the release.

Starting with a brief overview of the quarter, strong new account gains and new product introductions drove solid mid-single-digit fixed currency sales growth in our Global Institutional, Industrial and Other segments during the third quarter, more than offsetting lower Global Energy sales.

We leveraged that growth along with delivered product cost savings and our ongoing synergy and cost efficiency work to expand our adjusted operating margins, more than offsetting the impact of softening economies, weaker oil prices and increased currency headwinds.

These, along with a lower tax rate and fewer shares outstanding, drove a solid 6% adjusted earnings per share increase.

Looking ahead, we expect our Global Institutional, Industrial and Other segment to show continued superior fixed currency growth, outpacing their markets in softer international economies, as they leverage the internal work they have undertaken to further improve their sales and service effectiveness and profitability.

We expect them to continue to more than offset lower results from our Energy business and produce the strongest quarter for fixed currency profit growth from our businesses this year.

However, the fourth quarter will also face stronger external headwinds than previously forecast, including more unfavorable currency impacts and the effect on our operations from devaluing our Venezuelan bolivar business.

As a result, we now look for the fourth quarter to show lower growth than previously expected, as the headwinds, including pension, impact earnings growth by 13 percentage points.

For the full-year 2015, we continue to expect strong fixed currency profit growth in the mid-teens before the impact of unfavorable currencies, including the Venezuela devaluation and pension. We expect these will penalize growth by approximately 10 percentage points and yield a full-year adjusted earnings per share gain of 4% to 6%.

Now on to few highlights from the third quarter. Reported earnings per share were $0.86. On an adjusted basis, excluding special gains and charges and discrete tax items from both years, third quarter 2015 adjusted earnings per share increased 6% to a record $1.28, despite an $0.11 or a 9 percentage point headwind from currencies and pension.

The adjusted earnings per share growth was driven by fixed currency sales gains, delivered product and other cost savings, synergies, new products and the lower tax rate and share count.

Our fixed currency acquisition adjusted sales were flat, as good mid-single digit growth from our Global Institutional, Industrial and Other segment was offset by lower Global Energy sales. Regionally, we saw good growth in Latin America and Europe rose 4%. Adjusted fixed currency operating margins expanded 90 basis points.

In this year's tough environment, we have focused on driving new business gains and lower costs. We are using our industry-leading product innovation and service strengths to help customers achieve better results and lower operating costs, and through these aggressively drive new account gains across all of our segments.

Further, raw material cost savings along with synergies and our cost efficiency work are helping to offset these headwinds. Importantly, we also continue to make key investments in our future growth drivers. We are delivering a strong fundamental business performance in 2015.

As shown in slide four, we have grown profits in the mid-teens this year before externally-driven factors. The fourth quarter, shown at the midpoint of our revised range, should represent the year's best performance on this basis, growing nearly 20%, despite the recent deterioration in the energy market.

However, as noted earlier, the business environment has become more challenging in recent months, as several key foreign currencies and the energy market have continued to weaken. These and other recent impacts on our outlook are summarized in the waterfall chart on slide five.

Starting with the consensus forecast of $4.51 that's followed our second quarter earnings release, the recent deterioration in the energy markets has resulted in an impact of about $0.04 per share, which should be nearly offset by the aggressive actions we have taken in driving delivered product cost savings, cost efficiencies and synergies, along with other actions to offset the impact.

However, increasingly unfavorable currency trends, the impact on our adjusted earnings from devaluing our Venezuelan bolivar business, initial dilution from acquisitions, and a product recall will represent approximately $0.10 per share of increased headwinds to the full year.

As a result, while earnings from the fundamental business should rise in the upper teens, we expect fourth quarter adjusted earnings per share to increase 0% to 8% to the $1.20 to $1.30 range, with currency including the Venezuela devaluation and pension representing a drag of approximately 13 percentage points to earnings per share growth.

Full-year adjusted earnings are expected to rise 4% to 6% to the $4.35 to $4.45 per share range with the same impacts representing a 10 percentage point drag to results. In summary, our underlying business continues to perform in line with our high expectations.

We remain confident in our business, our markets and our people, as well as our capacities to meet our aggressive growth objectives over the coming years, while also delivering attractive returns in 2015 and setting up for a stronger growth in 2016. And now here's Doug Baker with some comments..

Thanks Mike. Good afternoon, everybody. So the story for the year remains quite consistent. Strong currency headwinds mute very good underlying performance. So looking through FX and pension, we forecast 15% EPS adjusted for the year and 18% for Q4, which we expect to be our strongest quarter.

Unfortunately, Q4 has the stiffest currency headwinds too, totaling 11% including Venezuela, which is stronger than we had previously forecast. Energy markets were and are a huge factor for us this year, but they're not the central driver in our results.

Low energy prices have caused value and price erosion in our WellChem business in particular and Energy services broadly, but that's largely been made up via lower raw materials across our platform. This is still the fact. FX is the main issue. The good news is when you look beyond FX, the business is quite healthy.

The Institutional, Industrial, and Other segments combined are growing over 100 basis points faster than last year. The expanded fixed currency margin as well by 200 basis points in Q3, and a projected 130 basis points for the year.

The Energy markets are worse than we or anyone else foresaw at the beginning of this year and our business results are softer than planned as a result. But with that said, the Energy business has held up well in the face of a very difficult market.

Our OFC and Downstream businesses combined, which are now 90% of the business are forecast to be up modestly on the top line for the year and better on the bottom line reflecting synergies. WellChem is where we've seen the majority of our pain. They will be down some 40% for the year, reflecting the dramatic decline in NA drilling activity.

Going into the year, they are expected to be about 18% of the business. They now represent under 10%. Now, we previously forecasted an improvement in Q4 versus Q3 in energy, and we still do, albeit not as large an improvement but still an improvement.

So in total for the year, ES will be down high single-digits on the top line and modestly more on the bottom, so adjusting for Venezuela margins will only be off 10 basis points to 30 basis points for the year, so we've held there quite well. Lastly, let me make a few comments on our forward view.

So consistent with our past practice, we'll be sharing our 2016 forecast in February during our Q4 release call. With that said, our early view is we believe our strong underlying business performance in our Institutional, Industrial, and Other segments will continue through next year and start to show through particularly in the second half of 2016.

Our Energy business should show improvement as the year progresses too and will likely show flat to modest growth in total. Still, the Energy market and currency including Venezuela will be a comparison challenge that tapers as the year progresses.

So Q1 should have similar – could have similar headwinds as Q4, but they should ease as the year goes on. Net, we believe our reported and adjusted results will improve in total as well. With that as an opening, let me open it now up to Q&A for Mike, Dan, and myself..

Thank you. We'll now begin the Q&A session. We only ask that you limit yourself to one question and a brief follow-up to give others a chance to ask a question. Speakers, let's just give a few seconds for the questions to queue up first. Okay, our first question will be coming from the line of Mr. Mike Ritzenthaler. Sir, your line is now open..

(11:20-11:29) reflect the new business wins particularly within Industrial and Institutional. I think they're well reflected in fixed currency growth numbers.

My question is does 3Q and the outlook for 4Q, I guess, have embedded in at the right run rate of overhead that can be further leveraged into 2016? Or is there more to add there?.

Mike, I apologize but we didn't hear the first part of your question. I don't know if you were still muted by the operator or what. So could you repeat it again? I apologize..

Oh, sure. Yeah, no problem. It was just a question about the corporate account efforts and some of the enterprise selling. I think the results, they speak for themselves. I think they're well reflected in the fixed currency growth numbers.

And the question was around the overhead in 3Q, is that staffed according to how you've envisioned that in order to leverage into 2016 in those businesses?.

Yeah. I'd say it's more reflective than not. I would say the only place where we continue to see, I would say, lower expense levels is Energy. And part of the story of 4Q on the bottom line is we'll see and realize full cost savings benefits from the actions that have been taken this year in Q4. So that will then move forward into 2016.

On balance, I think the cost structure you see in the rest of the business is fairly indicative of what you'll see next year..

Okay. Fair enough.

And my one follow-up for me is, maybe for Dan since we have him on the call, is it fair to assume that the full-year impact of the bolivar is $0.12, something like that, if we just annualize the 4Q impact?.

Yeah, the number that we're coming up with this is about $0.13. So, yeah, it's almost closer to a direct annualization. That would be the impact of annualizing the devaluation.

Okay?.

Okay. All right. Thanks..

Thank you. Our next question will be coming from the line of Mr. Nate Brochmann from William Blair. Sir, your line is now open..

Yes. Hello, everyone. I wanted to talk, Doug, a little bit, obviously, you guys have always delivered the consistency and deliver what you say you will. With Energy continuing to kind of be a little bit of a drag in terms of thinking that it would be a third quarter or fourth quarter bottom, and it feels again like we're getting close to that.

But where is your level of confidence lie in the other businesses as maybe the global economy gets a little bit weaker that they can continue to offset that if that were to get pushed out a little bit further in terms of where the real bottom ends up being?.

Well, I'd say a couple of things. One, I think our institutional, industrial and other businesses are doing quite well. Many of our large businesses are accelerating second half versus first half. Have had great success in terms of new business productivity.

I don't think – third quarter was not a great quarter from a GDP standpoint as far as I can tell anywhere. So I don't think we are currently performing in a good environment heading for a bad environment. I feel like we've been performing well in a lousy environment, which is likely to continue.

So emerging markets turtled early this year if not late last year. U.S. economy has not been in any great shape, so I think the only positive surprise you could point to economically in the world would be Europe. And our Europe business is reflecting it. It was up 4% in the third quarter. And we expect continued strong growth in Europe.

So I would say I'm confident that those businesses continue to perform well moving forward, because I don't think they've gotten any tailwind from the economy. In terms of Energy bottoming, it seems like it's 0 and 100 for anybody predicting the bottom of this Energy market.

I would say we are seeing kind of sequentially the same business albeit a little stronger in Q4 versus Q3. What we are confident in is that the comps get easier the second half of next year than they've been, right? We're going against double-digit comps in the second half right now, last year in the Energy business.

And so this eases and frankly makes it a bit easier as you move forward to show growth..

Okay. And then just one quick follow-up in terms of the raw material offset. Obviously that continues to flow through.

Can you talk a little bit about the runway there in terms of what's still on the board in terms of the flow through and rates of renegotiations?.

Yeah, I mean, a lot of that's going to depend on what your view is of oil. But I think this natural offset that we talked about at the beginning of last year has come through.

And so what I'll say is if our view is oil stays exactly here for the next 14 months, you're going to have pressure from the Energy business in a comparison standpoint early in the year offset by favorable comparison on raw materials and then both axes cross and come together.

If oil degrades further, raw materials will get lower, and we'll have the same formula that we've had so far this year. So I'll just tell you, I just don't think that's going to be the major driver of the results. It wasn't this year.

I know it creates a lot of noise, even here where we've had somewhat we're on the lower end of our outlook that we talked about even in 2009, 2010 meeting – our investor meeting. We've seen improvement in raw material pricing that partially offset that. So this equation is in place. It will likely continue..

Okay. Great. Thanks..

Thank you. And our next question will be coming from the line of Mr. David Begleiter from Deutsche Bank. Sir, your line is now open..

Hi. Good afternoon. This is actually Jermaine Brown filling in for David.

Is double-digit or even low teens EPS growth possible for 2016? And if so, what are the different puts and takes to get to that?.

We're not here to give a forecast. I think what we indicated is – net as we look I guess, as far as we're going to go is, we would expect reported results and adjusted results to be better than this year. But our commitment to 20% ROIC, 20% margin and 15% going EPS over a period of time remains intact, we think very real and deliverable..

Understood. And one more, if I can.

Which, if any, of your expectations, excluding Energy, have changed since your September Investor Day?.

All the change that impacted the forecast, I mean to be honest – look, we wish Energy was stronger, not weaker, but Energy is not the reason we're lowering our forecast, because it was nearly offset by other issues.

The issue was really FX, including Venezuela, and that's the piece of the forecast that changed dramatically, and it changed post-Investor Day.

So – all right?.

Understood. Thank you very much..

Thank you. Our next question will be coming from the line of Mr. Gary Bisbee from RBC Capital Markets. Sir, your line is now open..

Yeah, hi. Thanks. I guess just following up, Doug and Mike, both of you said you thought you're setting up for a stronger 2016, and I realize you're not giving guidance, but can you go through any of the major reasons you believe that? I mean, I guess like Energy comps get better by – get a lot easier, particularly in the second half of the year.

The FX, based on where we are now, becomes less of a headwind.

Is it those two factors that lead you to make that comment? Or is there anything else that we should think of?.

Yeah, I would say it's several things, including those. So we're quite confident we're going to continue to perform well in our Industrial, Institutional and Other segments. The Energy business will be improved next year versus this.

You can argue with us is it going be modest growth, modest decline? It's not going to be – it's going to be better than this year for a variety of reasons. And then, yeah, FX headwinds are more likely than not to be less next year than they are this year. And I think that's fairly safe.

Sooner or later, they're going to drive the economy down in the U.S., and that will fix FX..

Okay. And then the M&A dilution, I assume that's Swisher.

Can you give us an update on how much – how long do you think you'll have that? How much do you expect the dilution to be? And maybe just from a high level, do you think you keep most of that client base and this actually becomes nicely accretive in a year or so? Or is your expectation that a bunch of that bleeds off because they want to stick with the lower-priced option as opposed to upgrade to your offerings? Thank you..

Well, I think in our model we don't anticipate that everybody's going to stay, which would be our standard model. So I think there's some expected attrition. We're not going to get into how much. But I would say the vast majority of the business sticks. We think – consider it – look, I've seen a model that says it's minorly.

I would say it's probably going be neither accretive or dilutive next year. It will be modestly dilutive early and then starting to get offset as we round a midpoint of next year.

Long-term, it's hard to put a model together, does it make that deal look like a great deal for us, simply because the price we're buying it for? And so I'm quite confident that it'll ultimately prove to be a very, very good deal for shareholders, even if it has short-term pain.

And the pain really is driven by the fact that this business is, as has been well advertised, is losing money. And you can't turn it from a money loser into a money winner in a day.

And so you're going take on some of the lost run rate, and then we've got to go fix this business, but we've got to go do it in a way that doesn't erode the customer base any more than it might happen naturally..

Okay. Thank you..

Thank you. And our next question – give me just a moment. Give me just a moment for your next question..

We'll move on to the next question. Operator, we can't hear a question being asked. David? Hello? Operator, we're not hearing anything on our end..

Our next question will be coming from Mr. David Ridley-Lane from Bank of America. Sir, your line is already open..

Sure. Great.

Within your modest revenue growth expectations for Energy in 2016, can you give some color on the expectations around the three components WellChem, production and downstream?.

For 2016?.

Yes..

Yeah, well, WellChem, what we would say is we were probably more likely not to see very modest growth, but it's going to be starting at quite a low base. And so WellChem in the fourth quarter is about 10% of the business, as I mentioned in my opening remarks. It started out with an expectation of being about 18%.

Part of the business has been de-risked just by the fact that we've gone through the decline on a major piece of the business. And so call that flat to modestly up. Downstream will be up, we expect, again next year. And then OFC will gather steam throughout the year.

We'll start with some pressure simply because of the fundamentals in the market, but we would expect to be flat to modestly up, too..

Got it. And then not to make too much of this, because I recognize there's rounding there, but on the pricing, just to check, the pricing in the non-Energy business remains sort of in the 1% to 2% range and what's dragging it down to, around to zero, is some of the contracts that are tied to oil price.

Is that right?.

Yeah, the non-Energy businesses have pricing just north of 1%. And then we're flat in total, so I guess you can figure out that Energy being 30%, what Energy is..

Okay. Thank you very much..

Thank you. Our next question will be coming from Mr. John Quealy from Canaccord. Sir, your line is now open..

Hey, folks. Good afternoon.

Just following up on the Energy price question, can you talk about how much was competitive in terms of trying to get new accounts or new business within accounts rather than the peg to oil?.

Well, getting new accounts typically wouldn't count against your pricing necessarily, because it's net new business for you as you go out. It would be protecting – it would be either protecting business, trading price for volume and/or cost-plus businesses.

We haven't gone through and done a pure accounting of what percentage each of those things, and I would say, the biggest pressure is obviously in the North American portion of our Energy business, is where we have the most price pressure. And we obviously have sizable business outside of the U.S. where it's not been as acute early.

Typically, though, that's a follower. And we expect we will continue to have modest price pressure moving forward as we go on. WellChem has been the single hardest hit component of that business, but all three segments of the business have been hit by price..

Okay. Thanks. And as a follow up, just to be clear, on the M&A expectations moving forward, you gave guidelines in September on total dollars, but in terms of accretion/dilution, is it going to vary by property, vary by segment and what you go after? Or how should we think about accretion dilution for most deals moving forward? Thank you, folks..

Yeah, I would say deals are very rarely dilutive. In fact, we had a deal that we were very interested in and had a high level of confidence we were going to close. It ended up being bought by somebody else.

The reason we didn't match the price – we actually had a chance to buy it at a lower price – was it was going to be a terrible return, even though it was going to be quite accretive. And with the low interest rates right now, it's not that hard to have an accretive deal.

I think what we're trying to be is also very careful about what types of returns these businesses are going to generate over the medium and long-term. And we're going be disciplined there. We were in the 2006, 2007 run up period. We never regretted that. We're going to try to be disciplined through this period as well.

So typically, I'd say deals will be accretive not dilutive but we're going to make sure they're good returns..

Thank you..

Thank you. Our next question will be coming from the line of Mr. Manav Patnaik from Barclays. Sir, your line is now open..

Yeah, good afternoon, gentlemen. So I wanted – you mentioned earlier obviously that almost everyone's been 0 out of 100 in forecasting Energy and this year we've seen your guidance in Energy coming down step-by-step every quarter.

So I was just wondering going into 2016 as you guys sit down doing your budgeting and coming out with a forecast, like – what are some of the lessons learned this year in terms of – do you come out next year with sort of much more conservative view and hope things just look better? Or do you just continue this step-by-step and work with the Energy market?.

Well, I'd say this. You're right. On Energy, we brought down our expectations on Energy probably every call. With that said, I would like to remind, we have not brought down our expectations for our overall business performance underneath FX.

And so whatever decline we've had in Energy has been continually offset through raw material savings and other work that we've done across the company. And so I just don't – this isn't an Energy business.

It's a business made up of several elements, and in total those elements have performed very well, 15% for the year and as we've talked about 18% in Q4. So I think that's got be the overall understanding. Now, with that said, in Energy, look, we're in a long line of people we haven't forecasted the Energy fall.

And part of it is we rely on published data like everybody else. And I would agree with you. It has not been a great forecaster. I think our lessons learned going forward is we're going to continue to look at this very closely.

We're going to continue to understand we have a natural hedge, which is as the Energy market softens, our raw materials go down too.

We're going to make sure that we've got additional plans to make sure that our underlying business performance remains quite healthy, well invested, and well-positioned for the long-term, which I think we get good marks on all of those. I think the big miss that we've got is on FX.

And to be honest, I don't bias for our FX trading and our forecasting capability. We've never broadcast that we're going to be good at it. What we have been historically good at is forecasting our underlying business performance and I think that still stands..

Okay. Fair enough. And just a follow-up on the Other segments. I think to the earlier question and remarks around you expect the Other segments to show – I think it was continued superior fixed currency growth outpacing the market despite the softness in international economies.

Is that still – should we still think of that comment as being in the 4% to 6% range? Or does that imply acceleration from there? Just some guidelines on how to think of those comments you guys had..

Yeah, I think, say, well, I would stay in about the range we're performing at right now. I think you're going to have some businesses accelerate, some remain under pressure. In total, I think it's going to be more of the same on the top line through next year just given where the general economy is..

Got it. Thanks a lot guys..

Thank you. Our next question will be coming from the line of Mr. Laurence Alexander from Jefferies. Sir, your line is now open..

Good afternoon. Two quick ones.

On the Healthcare business, the packaging recall, any sort of significant changes procedures? Or is this more of a one product blip? And secondly on Institutional, was the initiatives to globalize and standardize competencies, can you give us a sense for how far along that cultural shift is? And are there any regions which have proven more difficult than expected?.

So Healthcare, yeah, we were obviously changing procedures on the specific product where we had the recall. I would I guess point out we haven't had a lot of conversation about this. It was a voluntary recall. We went out and did this through an abundance of caution. I think we did exactly the right thing.

If you want to be trusted, you have to act at a trustworthy manner. And I think the team's managed this. We don't expect long-term volume issues from this or anything else. It was really a packaging related issue not a product related issue. But they end up related. So this isn't systemic. It was an issue on this product.

In terms of Institutional cultural harmonization, I think this is going to be – one, it's not going be identical all elements of the world, because the world's not identical all over. And we're going to have to have the culture that works in a given market.

But with that said, there's going to be a lot of consistency across markets and across the business. So look, we continue to make progress. Institutional was really the last of our businesses to globalize. It's made, I think, great strides in many ways and has still a lot of room to go.

I think one of the reasons that we remain bullish is there's so much darn upside in our businesses as we globalize and expand our best practices around the world. And institutional would be a good case in point. So, you've got the U.S. business where we have very good share growing at 7%.

We're accelerating in other markets, but we have a lower share, significant opportunity, significant opportunity to improve practice and culture. And as those things come along, I think you're going to see continued improvement in those markets both on the top line and bottom line as well.

So I don't know if I'd call out one market over another, I think the challenges are different by market. Europe, we're making headway. Europe has had its challenges, but I also can plainly see that we're making progress there..

Thank you..

Thank you. Our next question will be coming from the line of Mr. Andy Wittmann from Baird. Sir, your line is now open..

Hi. I just want to talk a little bit about the offsets that you were able to achieve in the third quarter, the $0.03 offset to the headwinds. And it sounds, Doug, from your comments that it's largely raw materials led. And you've stressed the fact that that's offsetting the top line trends.

I guess the questions are, was there anything one-time in nature, or are those cost savings sustainable? And how many times can you keep pressing on the raw material button before the supply chain's unable to give you any more?.

Well, I mean, supply – I don't want to minimize the hard work supply chain's done on raw materials, because it's been considerable. But the reason raw material button keeps getting pushed is because the energy market keeps weakening. And it's the main driver ultimately of the raw material pricing. So that's very correlated there.

In terms of the other things, I would say if we were going to go do a refresh on this, we're going to end up with 440 (36:04) today, but for a different reason. And you would probably have more in the other bucket from raw materials than we have right now, but the other thing's in there.

Some of them are renegotiating and lowering costs of things like fleet, and we also have share repurchase in there and some other things. So these have legs, but they're not all exactly directly related. I mean, I think the fleet is because it's a cost, but shares aren't to operating performance per se as you go through on it.

I would say, we knew we had these opportunities moving in and had planned to take advantage of them in the year. And so they're not big surprises, but they're a mix of results..

Got it. And then my follow-up, I guess, is for Dan. Dan, the tax rate was down 25.8%, and you guided 27%.

Should we, as investors and analysts, be thinking of that as the new base rate, recognizing that you're looking for R&D credit in the fourth quarter? But is that the way we should be thinking about 2016? Is it something closer to 26% rather than 27%?.

Yes. I do think that's right. So in our guidance, of course, is the assumption that the R&D tax credit is renewed, which we're quite hopeful of and expect, frankly. And then I would be thinking of a 2016 tax rate in the 26% range..

Thank you..

Thank you. Our next question will be coming from the line of Mr. Dmitry Silversteyn from Longbow Research. Sir, your line is now open..

Good morning, or, yeah, I guess, good afternoon now. Couple of things.

First of all, can you talk – you talked about sort of the growth you're getting in North America and the fact that your European businesses outside of Energy are picking up versus the sort of the target that we have out there of about 10-points improvement in Europe available, and you're certainly along that.

Can you update us where you are on that pathway and sort of how you're thinking about the timing of getting the rest of that margin opportunity accessed in Europe?.

Yeah. Europe, we'll end up roughly 200 basis points combined Q3, Q4, we're on average. For the year, we're going be right around 100 basis points. We may be a little south, but it's going be fairly modest if we're south, and a lot of that's just FX costs and some other things that we've got in that business, which we'll deal with over time.

I think we're up over cumulative 500 basis points at this point in time, so we're going to end up the year about 7.5%. Started off south of 2.5% (38:54) when we started this initiative. So we've made significant progress. We talked then that we expected to get this business into double digits. I would say that's still our view.

A key driver, we said, had to become volume, and I think you're seeing that this year as we've started to see some top-line growth as well. And we talked early in the year that we would expect around 3% in that business for the year, and we still say that's what we expect to see, which is stronger than it's been in the past years.

So I would say we remain bullish on our ability to get to double-digit OI margins in Europe, and we've made great progress..

Okay.

And in terms of timing, when you can get that, is that – I mean, obviously, the world is changing, but as you sit and you look at it today, and you provided some outlook on 2016, is this sort of a 2017, 2018 event? Or is this sort of a still indeterminate future?.

I would say same pathway, 100 basis points a year, so two-and-a-half years..

Okay. And then second, my second follow-up question, on the Venezuelan devaluation and the impact it's having on your guidance, and especially the fourth quarter.

Can you sort of size this business for us and why it was such an impactful hit? I mean, I understand that the currency sold off significantly, but I just never thought it was that big of a portion of your Latin American business, number one.

And number two, if currencies stay at these levels, how much of a headwind are you looking in the first half of 2016 before you anniversary it? Is it similar, kind of $0.02 to $0.03 a quarter?.

So, hi, this is Dan. So let's – we'll start with sizing the business, okay? So in 2014, based on a 6.30 bolivar per U.S. dollar exchange rate, sales in for the Venezuela business were just south of $200 million. And by piece, right, this is a business that is about 70% Energy and roughly 10% each for the Water, Paper and F&B business.

So, it's not an enormous business in the context of Ecolab's business overall, but it's nonetheless, sizable. And – so here's what's going on in Venezuela, if you're not following this. It's a country, obviously, in some chaos, crisis even. And it is hyper-inflationary, okay? And so the official exchange rate is and has remained 6.30 bolivar per U.S.

dollar. However, for most importation, including for us, these rates have been moving towards 200 bolivar per dollar, so enormous change in the currency regimes that we're operating under.

We have, through the year, taken first our Water and Paper business, then Food & Beverage, right, and Institutional, and now finally the Energy business from reporting at this 6.30 bolivar rate to 200 bolivars per dollar rate.

We do it because we think that that is the – yeah, 6.3 bolivars per dollar, thank you – is that we do it because we think that, we want to make sure that we're giving the best perspective on how this business is performing.

If you continue to report the business at 6.3 bolivars per dollar, as you get pricing or as you get cost inflation, it's highly distortional to the P&L.

Okay? So what we decided to do, effective for the fourth quarter, is to begin to report the sizable portion of the Energy business at a bolivar to dollar exchange rate of 200-to-1 (42:32), and that is having the impact in our – really the impact to our prior forecast that you're seeing here.

So, fully $0.02 of the change, forecast to forecast, is being driven by this Venezuela bolivar impact across the Energy business..

Thank you. Our next question will be coming from the line of Mr. John Roberts from UBS. Sir, your line is now open..

All right, thank you. Maybe I'll ask another question on Energy, since no one's asked one yet.

The $0.04 adjustment for the full year 2015 earnings, was much of that recognized in the third quarter? Or is it mostly a fourth quarter $0.04?.

The majority of it's in fourth quarter. Some of it was in the third..

Okay.

So really the slip here is in October that you've seen so far?.

I think it was a view honestly that fourth quarter in particular is going be weaker. And the past patterns aren't going to hold true, particularly in North America. And so there was a takedown of some expectations as a consequence of that..

Okay. And even with the Healthcare 1% sales adjustment from the recall, the growth rate there still isn't much above the Paper segment.

When does that accelerate?.

Well, I mean, it was a quarter. It had been performing better than that in the first half, but I would say, we expect Healthcare to continue to perform better than it is right now. Let me just say, a recall is sort of all hands on deck.

You've got your salespeople walking into every account, taking product out or making sure that we get these shipments flipped. So it's quite distracting..

Okay.

So you'd say the effect was more than 1%, the direct effect was 1%, and then there was a meaningful indirect effect?.

Yeah. Well, let me say, recalls aren't positive for sales, typically. And so certainly, yes, there was a direct effect in a, let's just say, a lot of time spent on something that's not net growing your business..

Thank you. Our next question will be coming from the line of Mr. Jason Anderson from Stifel. Sir, your line is now open..

Good afternoon. I'm in for Shlomo today. Just a quick question. I appreciate the color on the slide on the progression from 2Q and your change from the midpoint on the guidance. But I'm just wondering, the top line comes down about $0.15. So there's, I guess by quick math maybe a few pennies to $0.05 off the top line that maybe you don't speak to.

And I'm wondering, should we chalk that up to Energy? Or is there anything else going on there that you could elaborate on?.

The top line comes off. I'm sorry, I didn't quite....

I'm sorry, the upper end – sorry, the upper end of guidance coming down about $0.15. And you kind of attribute maybe $0.10 or $0.10 or $0.11 to the issues lined out in slide five? But I'm just wondering maybe the top line coming down a bit more than that, are there other things we should be thinking about? Or should we chalk it up to Energy? Or....

I would say that guidance we basically left in place 7-28 (46:12) and then carried forward, I think, signaled typically there's a narrowing of guidance as you go through the year. I think we'll focus more on midpoint to midpoint in our guidance if anything. And that's what we've been referring to.

I don't – I think in the middle of the year, if you've got a large range and you've got more topside, it can be – FX can go favorable instead of reverse. The economy's can get better, which they were forecast to do, not get worse, et cetera. I mean, there's a host of things. But no, I wouldn't pinpoint it on Energy..

Great. Thanks for that..

Thank you. Our next question will be coming from the line of Mr. Mike Harrison from Seaport Global Securities. Sir, your line is now open..

Hi. Good afternoon. Doug, I was wondering if you could talk about the Water business a little bit.

Maybe provide some details on how the integration is going of the Jianghai business and maybe what kind of synergies you're seeing from that on both the top and bottom line?.

Yeah, I would say early results of Jianghai – and we're calling them early because we're only a couple quarters into it, have been quite favorable. Our expectation is we'll be ahead of plan on that business in terms of contribution. And that's mostly driven by business performance. So I would say, so far so good.

Integration, we've got a good team on it. Our managers met on this late last week. And I think we're progressing against all the things that we want to do. Importantly, just like our other integrations, we expect to learn as much from Jianghai as we are going to impart to them. And so a lot of this is making sure we understand business model, structure.

They had a sales model that was not that dissimilar to the sales models we've set up in other parts of the world in Water, and how do we then orient ours more like that for the Chinese market. So I think there's a lot of things that we plan to get out of this acquisition other than just growth as a consequence of buying another company..

All right. And then with regard to the Energy segment and the just the cost savings and synergy expectations. I believe you had said last quarter that you were expecting to get about $15 million of incremental cost reductions in Q4 versus Q3.

Can you update that number? And maybe give us a sense of what kind of incremental cost savings would be in 2016 versus 2015?.

Yeah, we may have to – I mean, here's what's – we clearly are continuing to lower our cost structure in Energy and Q4 is going be roughly $10 million lower than Q3 in terms of cost structure. So you annualize that, you're going to get 30 (49:16) out of it next year in one, two and three as you go through. So there's work to be done there.

But we're going get to a point, and we are close to it now, where we feel we've done the right thing on lowering our costs. What we don't want to do is cut too deeply into muscle because ultimately this business does turn. As we've always said, we think the turn in the market is post 2016.

That's been a consistent view and it remains our view, but we have taken steps to lower the cost..

Thanks very much..

Thank you. Our next question will be coming from Mr. Bob Koort from Goldman Sachs. Sir, your line is now open..

Thanks very much. Doug, I'm curious, you guys bought Champion when the energy markets were certainly showing some positive momentum.

Do you get any increased excitement maybe to pick up some companies on sale as we go through this downturn?.

Yes. I would say in our M&A list are some energy properties, for lack of a better term, companies that we hope we're able to buy. It could be a combination of things. I mean, it can be technology that we think is leveraged, but certainly this is a good time to be looking for certain things in the Energy business.

I think as I've also said, these are not going be huge deals, Champion-esque in size at all. They're going be probably smaller deals more because that's what's out there. But that should be the expectation..

And I'm curious, in that portfolio, what more do you need to be more competitive? And it seems like you've got some pretty sizable competitors out there.

So are there technologies you're missing? Are there geographies you're missing? What do you need to supplement your portfolio with?.

Well, I don't think this is a case of we've got a technical hole that inhibits our competitiveness. Instead, I would say, there are some technologies we see that may create adjacencies or additional opportunities in our customer base that, if it doesn't happen, we remain quite competitive, quite viable.

We don't think we have a scale disadvantage at all in our business. While we go against competitors who are larger in total, they aren't larger in the chemistry that we sell. And in fact, we've got scale advantage versus them in fact in that – in what we're delivering.

So I would say it's more on periphery or areas that we think we could capitalize on, create annuity type models like we have in other parts of the business. So it would be more that's where we are fishing..

And lastly, if I could sneak it in, you responded to a question about Healthcare and a quarter doesn't make a trend, but you have seen some deceleration.

Do you feel you're losing share there? Is the competitive base different than in your traditional Cleaning business? Why isn't that end-market as robust as it would seem to be?.

Yeah. Well, I would say, look, the Europe business is growing well. We've got a Contamination Control business that's growing quite well. And we have portions of our portfolio, particularly in the U.S., which aren't doing very well, masking what I would call decent core growth.

And so our focus is to continue to focus on what we think is going to drive us long term and sort of pull through that way. And we will continue to get after (52:58) hospitals. Hand care is still very viable in that business.

And we also have a good Contamination Control business which gives us inroads into a very attractive market which we're going to go follow as well. So we feel good overall about our Healthcare opportunities. We don't feel great about the results in the third quarter..

Thank you. Our last question will be coming from the line of Mr. Scott Schneeberger from Oppenheimer. Sir, your line is now open..

Thanks. I'll just make it one. The Industrial production seems to have come down from the first half of the year in the third quarter. And your Industrial – I know it's not directly correlated, but your Industrial segment seems to have accelerated a little bit in growth if you do constant currency and take out the acquisition.

Doug, what's behind that? What's giving that slight bit of acceleration? And do you anticipate that persisting?.

Well, we've continued to gain share in those businesses. And so I mean, the main thing that's driving all of our businesses is our ability to gain share. Most of the – I wouldn't – the majority of our markets are flat to modestly up, but they're not – that's not the driver. It's been share gains.

Energy being, of course, the exception where obviously you've got just market disruption right now as a consequence of the drop in oil price. If you look within our Industrial segment, you'll see pressure in the heavy industry part of that portfolio, be it mining, steel in some respects.

China, in particular, you'll see real pressure in mining, steel and also paper because of a draw-down and lack of production overall. But with that said, we've been able to offset it. Water is doing quite well in accelerating, and in light water, our core Water business is healthier and getting better.

It's 100 basis point to 150 basis point faster growing in the second half versus the first. And I like what they're doing, so we expect that business to continue to accelerate. I think we've found our sea legs there. So I would expect our Industrial business to continue to perform, even with some pressure on some segments..

Great. Thanks. I'll leave it at that..

Thank you so much. And now I would like to turn the call back over to Mr. Monahan for some closing comments..

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

Thank you. That concludes today's conference call. Thank you all for participating. You may now disconnect..