SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 22, 2004
ECOLAB INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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1-9328 |
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41-0231510 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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370 Wabasha Street North, St. Paul, Minnesota |
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55102 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, include area code: 651-293-2233 |
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(Not applicable) |
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(Former name or former address, if changed from last report.) |
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Item 5. Other Events and Regulation FD Disclosure.
On July 22, 2004, Ecolab Inc. (“Ecolab”) announced earnings for the second quarter and the six-month periods ended June 30, 2004.
Diluted net income per share rose 20% to $0.30, compared to last year’s $0.25 per share. Consolidated sales increased 10% to $1 billion in 2004’s second quarter. Net income rose 17% to $78 million. Currency translation had a favorable impact on net income of approximately $2.5 million for the second quarter of 2004.
Second quarter sales for Ecolab’s United States Cleaning & Sanitizing operations rose 5% to $451 million. Excluding acquisitions and divestitures, sales rose 4% for the quarter. Ecolab’s United States Cleaning & Sanitizing operating income rose 5% to $75 million. Ecolab’s United States Other Services sales increased 4% to $86 million in the second quarter. Operating income grew 20% to $8 million. Sales of Ecolab’s International Cleaning & Sanitizing operations rose 8% in the second quarter when measured at fixed currency rates to $486 million. Excluding acquisitions and divestitures, sales rose 4%. Fixed currency operating income rose 12% to $50 million. At public currency rates, International Cleaning and Sanitizing sales increased 17% and operating income grew 23%.
Ecolab reacquired 180,000 shares of its common stock during the second quarter.
2
ECOLAB INC.
CONSOLIDATED STATEMENT OF INCOME
SECOND QUARTER AND SIX MONTHS ENDED JUNE 30, 2004
(unaudited)
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Second Quarter |
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Six Months |
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(thousands, except per share) |
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2004 |
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2003 |
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2004 |
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2003 |
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Net Sales |
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$ |
1,042,711 |
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$ |
946,735 |
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$ |
2,022,082 |
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$ |
1,822,587 |
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Cost of Sales * |
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504,609 |
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466,734 |
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978,703 |
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897,216 |
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Selling, General and Administrative Expenses |
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402,487 |
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358,783 |
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787,820 |
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702,816 |
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Special Charges (Income) |
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(254 |
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(147 |
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3,551 |
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(344 |
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Operating Income |
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135,869 |
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121,365 |
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252,008 |
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222,899 |
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Interest Expense, Net |
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11,217 |
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11,752 |
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22,390 |
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22,455 |
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Income before Income Taxes |
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124,652 |
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109,613 |
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229,618 |
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200,444 |
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Provision for Income Taxes |
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46,359 |
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42,458 |
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85,319 |
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77,971 |
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Net Income |
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$ |
78,293 |
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$ |
67,155 |
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$ |
144,299 |
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$ |
122,473 |
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Diluted Net Income per Common Share |
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$ |
0.30 |
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$ |
0.25 |
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$ |
0.55 |
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$ |
0.46 |
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Weighted-Average Common Shares Outstanding |
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Basic |
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257,135 |
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261,246 |
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257,080 |
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260,847 |
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Diluted |
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260,905 |
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264,553 |
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260,645 |
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264,236 |
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* Cost of sales includes income from reductions in restructuring accruals of $16 for the second quarter ended June 30, 2004 and $66 and $45 for the six months ended June 30, 2004 and 2003, respectively.
3
ECOLAB INC.
OPERATING SEGMENT INFORMATION
SECOND QUARTER AND SIX MONTHS ENDED JUNE 30, 2004
(unaudited)
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Second Quarter |
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Six Months |
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(thousands) |
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2004 |
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2003 |
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2004 |
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2003 |
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Net Sales |
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United States |
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Cleaning & Sanitizing |
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$ |
450,625 |
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$ |
430,901 |
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$ |
881,359 |
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$ |
848,200 |
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Other Services |
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85,875 |
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82,963 |
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163,650 |
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156,292 |
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Total |
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536,500 |
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513,864 |
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1,045,009 |
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1,004,492 |
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International Cleaning & Sanitizing |
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485,819 |
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448,744 |
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924,993 |
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864,467 |
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Effect of Foreign Currency Translation |
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20,392 |
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(15,873 |
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52,080 |
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(46,372 |
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Consolidated |
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$ |
1,042,711 |
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$ |
946,735 |
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$ |
2,022,082 |
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$ |
1,822,587 |
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Operating Income |
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United States |
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Cleaning & Sanitizing |
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$ |
75,297 |
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$ |
71,943 |
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$ |
152,587 |
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$ |
141,849 |
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Other Services |
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8,123 |
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6,785 |
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13,321 |
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10,432 |
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Total |
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83,420 |
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78,728 |
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165,908 |
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152,281 |
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International Cleaning & Sanitizing |
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50,049 |
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44,524 |
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84,998 |
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75,104 |
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Corporate Expense* |
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270 |
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106 |
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(3,485 |
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348 |
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Effect of Foreign Currency Translation |
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2,130 |
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(1,993 |
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4,587 |
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(4,834 |
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Consolidated |
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$ |
135,869 |
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$ |
121,365 |
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$ |
252,008 |
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$ |
222,899 |
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* Consistent with the company’s internal management reporting, corporate expense includes income from reductions in restructuring accruals of $270 and $106 for the second quarter ended June 30, 2004 and 2003, respectively and $495 and $348 for the six months ended June 30, 2004 and 2003, respectively. Corporate expense for the six months ended June 30, 2004 also includes a charge of $3,980 related to the disposal of a grease management product line.
4
CONSOLIDATED BALANCE SHEET
JUNE 30, 2004
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(thousands) |
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June 30 |
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December
31 |
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June 30 |
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(unaudited) |
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(unaudited) |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
41,246 |
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$ |
85,626 |
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$ |
30,572 |
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Accounts receivable, net |
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676,158 |
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626,002 |
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644,294 |
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Inventories |
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322,453 |
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309,959 |
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325,986 |
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Deferred income taxes |
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76,359 |
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75,820 |
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78,866 |
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Other current assets |
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64,390 |
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52,933 |
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60,243 |
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Total current assets |
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1,180,606 |
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1,150,340 |
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1,139,961 |
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Property, plant and equipment, net |
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771,963 |
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736,797 |
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708,136 |
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Goodwill, net |
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890,937 |
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797,211 |
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780,308 |
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Other intangible assets, net |
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228,264 |
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203,859 |
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210,535 |
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Other assets, net |
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341,062 |
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340,711 |
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281,995 |
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Total assets |
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$ |
3,412,832 |
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$ |
3,228,918 |
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$ |
3,120,935 |
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Liabilities and Shareholders’ Equity |
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Current liabilities |
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Short-term debt |
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$ |
100,976 |
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$ |
70,203 |
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$ |
97,506 |
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Accounts payable |
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226,164 |
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212,287 |
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222,168 |
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Compensation and benefits |
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191,496 |
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190,386 |
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162,602 |
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Income taxes |
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48,561 |
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59,829 |
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60,271 |
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Other current liabilities |
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342,233 |
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319,237 |
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327,737 |
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Total current liabilities |
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909,430 |
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851,942 |
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870,284 |
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Long-term debt |
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611,385 |
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604,441 |
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601,981 |
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Postretirement health care and pension benefits |
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250,899 |
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249,906 |
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224,248 |
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Other liabilities |
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246,396 |
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227,203 |
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172,071 |
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Shareholders’ equity |
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1,394,722 |
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1,295,426 |
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1,252,351 |
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Total liabilities and shareholders’ equity |
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$ |
3,412,832 |
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$ |
3,228,918 |
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$ |
3,120,935 |
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5
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibit is furnished pursuant to Item 12 of Form 8-K and should not be deemed to be “filed” under the Securities Exchange Act of 1934.
(99) Ecolab Inc. News Release dated July 22, 2004
Item 12. Results of Operations and Financial Condition.
On July 22, 2004, Ecolab announced earnings for the second quarter and the six-month periods ended June 30, 2004. A copy of the News Release issued by Ecolab in connection with this report under Item 12 is attached as Exhibit (99) and incorporated by reference herein. Ecolab also will publish the News Release, including the supplemental information contained therein, on its website under the heading Investor Information.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ECOLAB INC. |
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By: |
/s/Timothy P. Dordell |
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Timothy P. Dordell |
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Assistant Secretary |
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Date: July 22, 2004 |
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6
EXHIBIT INDEX
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Exhibit No. |
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Description |
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Method Of Filing |
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(99) |
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Ecolab Inc. News Release dated July 22, 2004. |
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Filed herewith electronically. |
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