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UNITED STATES

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) November 1, 2022

ECOLAB INC.

(Exact name of registrant as specified in its charter)

Delaware

1-9328

41-0231510

(State or other jurisdiction
of incorporation)

(Commission
File No.)

(IRS Employer
Identification No.)

1 Ecolab Place, Saint Paul, Minnesota

55102

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code 1-800-232-6522

(Not applicable)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, $1.00 par value

ECL

New York Stock Exchange

2.625% Euro Notes due 2025

ECL 25

New York Stock Exchange

1.000% Euro Notes due 2024

ECL 24

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On November 1, 2022, Ecolab Inc. (“Ecolab”) announced earnings for the third quarter ended September 30, 2022.  A copy of the (i) News Release issued by Ecolab in connection with this report under Item 2.02 is furnished and attached as Exhibit (99.1) and (ii) Supplemental Data to be used in connection with the conference call to be held discussing the third quarter results is furnished and attached as Exhibit (99.2), each of which is incorporated by reference herein. Ecolab also will publish the attached exhibits on its website located at www.ecolab.com.

Item 2.05 Costs Associated with Exit or Disposal Activities.

On November 1, 2022, Ecolab announced a Europe cost savings program that is expected to be completed by mid-2024. The Company expects to incur pre-tax charges of $130 million ($110 million after tax), beginning with approximately $60 million of pre-tax charges in the fourth quarter of 2022. The Europe Program charges are expected to be primarily cash expenditures related to severance and asset disposals.

Cautionary Statements Regarding Forward Looking Information.

Statements contained in this Current Report on Form 8-K, including statements concerning Ecolab’s restructuring plan, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current expectations of management of the company. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this report. In particular, the ultimate results of any restructuring and business improvement actions depend on a number of factors, including the development of final plans, the impact of local regulatory requirements regarding employee terminations, the time necessary to develop and implement the restructuring and other business improvement initiatives and the level of success achieved through such actions in improving competitiveness, efficiency and effectiveness. Additional risks and uncertainties that may affect operating results and business performance are set forth under Item 1A of our most recent Form 10-K, and the company’s other public filings with the Securities and Exchange Commission. Ecolab does not undertake, and expressly disclaims, any duty to update any forward-looking statement whether as a result of new information, future events or changes in expectations, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

The following exhibits are furnished pursuant to Item 2.02 of Form 8-K and should not be deemed to be “filed” under the Securities Exchange Act of 1934.

Exhibit No.

Description

Method Of Filing

(99.1)

Ecolab Inc. News Release dated November 1, 2022.

Filed herewith electronically.

(99.2)

Supplemental Data for Third Quarter dated November 1, 2022.

Filed herewith electronically.

(104)

Cover Page Interactive Data File.

Embedded within the Inline XBRL document.

2

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.

ECOLAB INC.

Date: November 1, 2022

By:

/s/ David F. Duvick

David F. Duvick

Assistant Secretary

3

EX-99.1 2 ecl-20221101xex99d1.htm EX-99.1

Exhibit 99.1

A blue and white logo

Description automatically generated with low confidence

News Release

Investor Contact:

Media Contact:

Andrew Hedberg (651) 250-2185

Nigel Glennie (651) 250-2576

Cairn Clark (651) 250-2291

ECOLAB THIRD QUARTER REPORTED DILUTED EPS $1.21

ADJUSTED DILUTED EPS $1.30 WITH DOUBLE-DIGIT GROWTH IN SALES AND PRICING

EXPECT CONTINUED IMPROVEMENT IN FOURTH QUARTER 2022 PERFORMANCE

THIRD QUARTER HIGHLIGHTS:

The third quarter reflected continued strong sales growth, including accelerating pricing in excess of delivered product costs and further new business wins, which together were more than offset by unfavorable currency translation and higher interest expense.
Reported sales $3.7 billion, +10% versus last year. Acquisition adjusted fixed currency sales +13%, led by double-digit growth in Industrial, Institutional & Specialty, and Other segment sales.
Total pricing accelerated to +12%, driven by higher structural pricing and further benefits from the energy surcharge, which together exceeded delivered product costs.
Reported operating income +4%. Acquisition adjusted fixed currency operating income growth improved to +3%, driven by growth across the Industrial, Institutional & Specialty, and Other segment.
Reported diluted EPS $1.21, +8% versus last year.
As expected, adjusted diluted EPS, excluding special gains and charges and discrete tax items were $1.30, -6% versus last year. Adjusted diluted EPS includes $0.08 per share of unfavorable currency translation and $0.06 per share of higher interest expense.
Announced an $80 million European cost savings program to mitigate the potential implications of the war in Ukraine and the energy crisis.

Third Quarter Ended September 30

Reported

Adjusted

(unaudited)

Public Currency Rates

%  

Public Currency Rates

%  

(millions, except per share)

2022

2021

Change

2022

2021

Change

Net sales

$3,669.3

$3,320.8

10

%

$3,669.3

$3,320.8

10

%

Operating income

483.0

465.8

4

%

507.9

525.0

(3)

%

Net income attributable to Ecolab

347.1

324.5

7

%

372.5

399.0

(7)

%

Diluted earnings per share attributable to Ecolab

$1.21

$1.12

8

%

$1.30

$1.38

(6)

%

Adjusted

Fixed Currency Rates

%  

Fixed Currency Rates

%  

2022

2021

Change

2022

2021

Change

Net sales

$3,765.3

$3,256.7

16

%

$3,765.3

$3,256.7

16

%

Operating income

498.0

453.1

10

%

522.9

512.3

2

%

1


ST. PAUL, Minn., November 1, 2022

CEO Comment

Commenting on the quarter, Christophe Beck, Ecolab’s chairman and chief executive officer, said, “Our team delivered another strong quarter of double-digit sales growth, led by a record 12% in total pricing, and steady underlying volume trends with year-over-year comparisons reflecting strong reopening benefits last year. Importantly, accelerating pricing exceeded continued substantial delivered product cost inflation, with the net benefit expanding significantly since the end of the second quarter, which helped to ease year-over-year gross margin pressure. This, along with increased productivity gains, led to positive growth in acquisition adjusted fixed currency operating income. It also marks a further step on our journey to fully recover our margins.

“We have been preparing for what is now widely considered to be a more challenging macroeconomic environment, especially in Europe. As the war and energy crisis are having an increased short-term impact on demand and costs, we continue to expect earnings growth to progressively improve, but at a more moderate pace than previously anticipated. As part of our plans to mitigate the impact, we have launched a new initiative to reduce our overall cost structure and ensure optimum supply to our European customers. This, along with further pricing, new business and productivity gains, is expected to deliver a strong acceleration in operating income growth. This sequentially improving operating performance is expected to be offset by unfavorable impacts from currency translation and interest expense, resulting in fourth quarter adjusted diluted earnings per share approaching last year’s $1.28.

“Our immediate focus remains on providing what our customers need the most: security of supply, higher productivity, and reduced water and energy usage. With our execution on pricing and productivity already delivering strong momentum, we have clearly shifted our efforts to offense to accelerate share gains and continue to expect to close the year in a position of strength. It is now all about exceptional execution to sustain strong sales momentum and to fully restore margins. With structural pricing protected by strong customer value and inflation easing at some point, we remain confident in delivering earnings growth that progressively improves towards our double-digit historical performance.”

2


Third Quarter 2022 Consolidated Results

Ecolab’s third quarter reported sales increased 10%, fixed currency sales increased 16%, and acquisition adjusted fixed currency sales increased 13% when compared to the prior year.

Third quarter 2022 reported operating income increased 4% and includes the impact of special gains and charges, which were a net charge primarily related to Purolite integration costs and other charges. Adjusted operating income decreased 3%. Acquisition adjusted fixed currency operating income increased 3%, as accelerating total pricing more than offset substantially higher delivered product costs, unfavorable mix, and investments in the business.

Reported other expense increased $19 million in the third quarter of 2022, driven by a $25 million settlement expense related to U.S. pension plan lump-sum payments to retirees.

Reported interest expense decreased 15% due to debt refinancing charges of $32 million in 2021. Adjusted for these debt refinancing costs, interest expense increased 48% reflecting debt issued to fund the Purolite acquisition and the impact from higher average interest rates on floating rate debt.

The reported income tax rate for the third quarter of 2022 was 14.6% compared with the reported rate of 18.3% in the third quarter of 2021. Excluding special gains and charges and discrete tax items, the adjusted tax rate for the third quarter of 2022 was 18.3% compared with the adjusted tax rate of 19.5% in the third quarter of 2021.

Reported net income increased 7% versus the prior year. Excluding the impact of special gains and charges and discrete tax items, adjusted net income decreased 7% versus the prior year.

Reported diluted earnings per share increased 8% versus the prior year. Adjusted diluted earnings per share decreased 6% when compared against the third quarter 2021. Currency translation had a $0.08 unfavorable impact on third quarter 2022 earnings per share.

Ecolab reacquired approximately 0.3 million shares of its common stock during the third quarter of 2022 as a part of the previously announced share repurchase program.

3


Third Quarter 2022 Segment Review

Global Industrial

(unaudited)

Third Quarter Ended September 30

Acq. Adj.

(millions)

    

2022

2021

% Change

    

% Change

Fixed currency

Sales

$1,816.7

$1,565.0

16

%

16

%

Operating income

277.0

258.6

7

%

7

%

Operating income margin

15.2

%

16.5

%

Acq. adj. operating income margin

15.2

%

16.5

%

Public currency

Sales

$1,769.6

$1,603.1

10

%

Operating income

269.0

267.1

1

%

The Industrial segment includes Water, Food & Beverage, Downstream and Paper

Acquisition adjusted fixed currency sales increased 16%. Strong double-digit growth across all divisions was driven by accelerating total pricing and new business wins. Acquisition adjusted fixed currency operating income increased 7% as accelerating total pricing overcame significantly higher delivered product costs and unfavorable mix.

Global Institutional & Specialty

(unaudited)

Third Quarter Ended September 30

Acq. Adj.

(millions)

    

2022

2021

% Change

    

% Change

Fixed currency

Sales

$1,183.2

$1,057.1

12

%

12

%

Operating income

199.1

190.9

4

%

4

%

Operating income margin

16.8

%

18.1

%

Acq. adj. operating income margin

16.8

%

18.1

%

Public currency

Sales

$1,163.1

$1,070.6

9

%

Operating income

196.1

193.4

1

%

The Institutional & Specialty segment includes Institutional and Specialty

Acquisition adjusted fixed currency sales increased 12%. Continued double-digit growth in the Institutional division reflected accelerating total pricing, volume gains, and new business wins, which together exceeded stable global market trends. Specialty sales showed good growth, driven by strong quickservice sales gains. Acquisition adjusted fixed currency operating income increased 4% as accelerating total pricing overcame higher delivered product costs and investments in the business.

4


Global Healthcare & Life Sciences

(unaudited)

Third Quarter Ended September 30

Acq. Adj.

(millions)

    

2022

2021

% Change

    

% Change

Fixed currency

Sales

$375.5

$279.7

34

%

0

%

Operating income

34.7

35.2

(1)

%

(46)

%

Operating income margin

9.2

%

12.6

%

Acq. adj. operating income margin

6.8

%

12.6

%

Public currency

Sales

$356.6

$286.9

24

%

Operating income

31.4

36.4

(14)

%

The Healthcare & Life Sciences segment includes Healthcare and Life Sciences

Acquisition adjusted fixed currency sales were flat as growth in Life Sciences was offset by slightly lower Healthcare sales. Healthcare’s decline reflected accelerating pricing that was more than offset by continued softness in Europe. Acquisition adjusted fixed currency operating income decreased 46%, as accelerating total pricing was more than offset by higher delivered product costs, lower volume, and unfavorable mix.

Other

(unaudited)

Third Quarter Ended September 30

Acq. Adj.

(millions)

    

2022

2021

% Change

    

% Change

Fixed currency

Sales

$362.1

$319.5

13

%

13

%

Operating income

64.4

57.8

11

%

11

%

Operating income margin

17.8

%

18.1

%

Acq. adj. operating income margin

17.8

%

18.1

%

Public currency

Sales

$352.3

$324.2

9

%

Operating income

63.0

58.7

7

%

The Other segment includes Pest Elimination, Textile Care and Colloidal Technologies

Acquisition adjusted fixed currency sales increased 13%, reflecting double-digit growth in Pest Elimination, Textile Care, and Colloidal Technologies. Acquisition adjusted fixed currency operating income increased 11% as accelerating total pricing overcame higher delivered product costs and investments in the business.

5


Corporate

(unaudited)

Third Quarter Ended September 30

(millions)

    

2022

2021

Public currency

Sales

$27.7

$36.0

Corporate operating expense

Nalco and Purolite amortization

52.0

30.6

Special (gains) and charges

24.9

59.2

Other

(0.4)

0.0

Total Corporate operating expense

$76.5

$89.8

Third quarter of 2022 corporate segment includes:

sales of $28 million to ChampionX under the Master Cross Supply and Product Transfer agreements we entered into as part of the ChampionX separation
amortization expense of $29 million related to the Nalco merger intangible assets and $23 million related to Purolite acquisition intangible assets
special gains and charges were a net charge of $25 million, primarily related to Purolite integration costs and other charges
other reflects modest gross profit realized from ChampionX Master Cross Supply and Product Transfer sales

Special gains and charges for the third quarter of 2021 were a net charge of $59 million and primarily reflected COVID-related inventory reserves and employee costs.

Europe Cost Savings Program

As Europe is expected to experience unfavorable macroeconomic conditions with the war in Ukraine and the energy crisis having a greater impact on demand and global energy costs than previously anticipated, Ecolab has initiated a Europe cost savings program (the “Europe Program”) to mitigate the impact. The Europe Program is anticipated to reduce our overall cost structure and ensure optimum supply to our European customers, resulting in an estimated $80 million of annualized pre-tax savings ($70 million after-tax) by the end of 2024.

6


In connection with these actions, Ecolab expects to incur pre-tax charges of $130 million ($110 million after tax), beginning with approximately $60 million of pre-tax charges in the fourth quarter of 2022. The Europe Program charges are expected to be primarily cash expenditures related to severance and asset disposals.

Business Outlook

We have been preparing for what is now widely considered to be a more challenging macroeconomic environment, especially in Europe, with high delivered product costs and unfavorable currency translation impacts that are expected to persist well into 2023. As the war and energy crisis are having an increased short-term impact on demand and costs, we continue to expect earnings growth to progressively improve but at a more moderate pace than previously anticipated.
With this backdrop, we expect to deliver a continued strong acceleration in fourth quarter 2022 operating income growth. This improving operating performance is expected to be offset by unfavorable currency translation impacts of $0.11 per share (9 percentage points unfavorable impact to adjusted diluted earnings per share growth) and higher interest expense, resulting in fourth quarter adjusted diluted earnings per share approaching last year’s $1.28.
Looking ahead, with our strong business momentum, accelerating pricing, further productivity gains, and leading value proposition operating in a $152 billion global market, we expect to enter next year in a strong position to deliver earnings growth that progressively improves toward our double-digit historical performance.

About Ecolab

A trusted partner at nearly three million customer locations, Ecolab (ECL) is a global leader in water, hygiene and infection prevention solutions and services that protect people, planet and business health. With annual sales of $13 billion and more than 47,000 associates, Ecolab delivers comprehensive science-based solutions, data-driven insights and world-class service to advance food safety, maintain clean and safe environments, optimize water and energy use, and improve operational efficiencies and sustainability for customers in the food, healthcare, hospitality and industrial markets in more than 170 countries around the world.

7


www.ecolab.com Ecolab will host a live webcast to review the third quarter earnings announcement today at 1:00 p.m. Eastern Time. The webcast, along with related materials, will be available to the public on Ecolab's website at www.ecolab.com/investor. A replay of the webcast and related materials will be available at that site.

Cautionary Statements Regarding Forward-Looking Information

This news release contains certain statements relating to future events and our intentions, beliefs, expectations and predictions for the future which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “we believe,” “we expect,” “estimate,” “project,” “may,” “will,” “intend,” “plan,” “believe,” “target,” “forecast” (including the negative or variations thereof) or similar terminology used in connection with any discussion of future plans, actions or events generally identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding global economic conditions, inflation, currency translation, our financial and business performance and prospects, including sales, earnings, pricing, margins, new business, productivity, and expectations concerning timing, amount and type of restructuring costs and savings from restructuring activities. These statements are based on the current expectations of management of the company. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this news release. In particular, the ultimate results of any restructuring initiative depend on a number of factors, including the development of final plans, the impact of local regulatory requirements regarding employee terminations, the time necessary to develop and implement the restructuring initiatives and the level of success achieved through such actions in improving competitiveness, efficiency and effectiveness.

Additional risks and uncertainties that may affect operating results and business performance are set forth under Item 1A of our most recent Form 10-K, and our other public filings with the Securities and Exchange Commission (the "SEC"), and include the effects and duration of the COVID-19 pandemic, including the impact of vaccination mandates; difficulty in procuring raw materials or fluctuations in raw material costs; the vitality of the markets we serve; the impact of economic factors such as the worldwide economy, capital flows, interest rates, foreign currency risk, and reduced sales and earnings in our international operations resulting from the weakening of local currencies versus the U.S.

8


dollar; information technology infrastructure failures or breaches in data security; our ability to attract, retain and develop high caliber management talent to lead our business and successfully execute organizational change and changing labor market dynamics in the wake of the COVID-19 pandemic; exposure to global economic, political and legal risks related to our international operations, including the impact of sanctions or other actions taken by the U.S. or other countries, and retaliatory measures taken by Russia in response, in connection with the conflict in Ukraine; public health outbreaks, epidemics or pandemics, such as the current outbreak of COVID-19; our ability to execute key business initiatives, including restructurings and our Enterprise Resource Planning system upgrades; our ability to successfully compete with respect to value, innovation and customer support; pressure on operations from consolidation of customers or vendors; restraints on pricing flexibility due to contractual obligations and our ability to meet our contractual commitments; realization of anticipated benefits of the Purolite acquisition; our ability to acquire complementary businesses and to effectively integrate such businesses; the costs and effects of complying with laws and regulations, including those relating to the environment and to the manufacture, storage, distribution, sale and use of our products, as well as to the conduct of our business generally, including labor and employment and anti-corruption; potential chemical spill or release; potential to incur significant tax liabilities or indemnification liabilities relating to the separation and split-off of our ChampionX business; the occurrence of litigation or claims, including class action lawsuits; the loss or insolvency of a major customer or distributor; repeated or prolonged government and/or business shutdowns or similar events; acts of war or terrorism; natural or man-made disasters; water shortages; severe weather conditions; changes in tax laws and unanticipated tax liabilities; potential loss of deferred tax assets; our indebtedness, and any failure to comply with covenants that apply to our indebtedness; potential losses arising from the impairment of goodwill or other assets; and other uncertainties or risks reported from time to time in our reports to the SEC. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this news release may not occur. We caution that undue reliance should not be placed on forward-looking statements, which speak only as of the date made. Ecolab does not undertake, and expressly disclaims, any duty to update any forward-looking statement whether as a result of new information, future events or changes in expectations, except as required by law.

Non-GAAP Financial Information

This news release and certain of the accompanying tables include financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S. (“GAAP”).

9


These non-GAAP financial measures include:

•fixed currency sales

•acquisition adjusted fixed currency sales

•adjusted cost of sales

•adjusted gross margin

•fixed currency operating income

•adjusted operating income

•adjusted fixed currency operating income

•adjusted fixed currency operating income margin

•acquisition adjusted fixed currency operating income

•acquisition adjusted fixed currency operating income margin

•adjusted tax rate

•adjusted net income attributable to Ecolab

•adjusted diluted earnings per share

We provide these measures as additional information regarding our operating results. We use these non-GAAP measures internally to evaluate our performance and in making financial and operational decisions, including with respect to incentive compensation. We believe that our presentation of these measures provides investors with greater transparency with respect to our results of operations and that these measures are useful for period-to-period comparison of results.

Our non-GAAP adjusted financial measures for cost of sales, gross margin, operating income, other (income) expense and interest expense exclude the impact of special (gains) and charges, and our non-GAAP measures for tax rate, net income attributable to Ecolab and diluted earnings per share further exclude the impact of discrete tax items. We include items within special (gains) and charges and discrete tax items that we believe can significantly affect the period-over-period assessment of operating results and not necessarily reflect costs associated with historical trends and future results. After tax special (gains) and charges are derived by applying the applicable local jurisdictional tax rate to the corresponding pre-tax special (gains) and charges.

We evaluate the performance of our international operations based on fixed currency rates of foreign exchange, which eliminate the translation impact of exchange rate fluctuations on our international results. Fixed currency amounts included in this release are based on translation into U.S. dollars at the fixed foreign currency exchange rates established by management at the beginning of 2022. We also provide our segment results based on public currency rates for informational purposes.

10


Our reportable segments do not include the impact of intangible asset amortization from the Nalco and Purolite mergers or the impact of special (gains) and charges as these are not allocated to the Company’s reportable segments.

Acquisition adjusted growth rates exclude the results of any acquired business from the first twelve months post acquisition and exclude the results of divested businesses from the previous twelve months prior to divestiture. In addition, as part of the separation, we also entered into a Master Cross Supply and Product Transfer agreement with ChampionX to provide, receive or transfer certain products for a period up to 36 months. Sales of product to ChampionX under this agreement are recorded in product and equipment sales in the Corporate segment along with the related cost of sales. These transactions are removed from the consolidated results as part of the calculation of the impact of acquisitions and divestitures.

These non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and may be different from non-GAAP measures used by other companies. Investors should not rely on any single financial measure when evaluating our business. We recommend that investors view these measures in conjunction with the GAAP measures included in this news release. Reconciliations of our non-GAAP measures are included in the following "Supplemental Non-GAAP Reconciliations" and “Supplemental Diluted Earnings per Share Information” tables included in this news release.

We do not provide reconciliations for non-GAAP estimates on a forward-looking basis (including those contained in this news release) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of various items that have not yet occurred, are out of our control and/or cannot be reasonably predicted, and that would impact reported earnings per share and the reported tax rate, the most directly comparable forward-looking GAAP financial measures to adjusted earnings per share and the adjusted tax rate. For the same reasons, we are unable to address the probable significance of the unavailable information.

11


###

(ECL-E)

12


ECOLAB INC.

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

Third Quarter Ended

Nine Months Ended

 

September 30

%  

September 30

%  

(millions, except per share)

2022

   

2021

Change

   

2022

   

2021

   

Change

Product and equipment sales

$2,963.0

$2,653.8

$8,473.9

$7,461.6

Service and lease sales

706.3

667.0

2,042.7

1,906.9

Net sales

3,669.3

3,320.8

10

%

10,516.6

9,368.5

12

%

Product and equipment cost of sales

1,877.1

1,625.1

5,371.7

4,452.9

Service and lease cost of sales

414.5

391.6

1,204.4

1,119.8

Cost of sales (1)

2,291.6

2,016.7

14

%

6,576.1

5,572.7

18

%

Selling, general and administrative expenses

876.9

832.0

5

%

2,731.7

2,548.2

7

%

Special (gains) and charges (1)

17.8

6.3

45.5

36.7

Operating income

483.0

465.8

4

%

1,163.3

1,210.9

(4)

%

Other (income) expense (1)

5.7

(13.0)

(144)

%

(32.6)

(27.5)

19

%

Interest expense, net (1)

65.1

76.4

(15)

%

174.1

173.7

0

%

Income before income taxes

412.2

402.4

2

%

1,021.8

1,064.7

(4)

%

Provision for income taxes

60.2

73.8

(18)

%

182.4

226.0

(19)

%

Net income including noncontrolling interest

352.0

328.6

7

%

839.4

838.7

0

%

Net income attributable to noncontrolling interest

4.9

4.1

12.1

9.8

Net income attributable to Ecolab

$347.1

$324.5

7

%

827.3

828.9

0

%

Earnings attributable to Ecolab per common share

Basic

$1.22

$1.13

8

%

$2.90

$2.90

0

%

Diluted

$1.21

$1.12

8

%

$2.88

$2.87

0

%

Weighted-average common shares outstanding

Basic

284.9

286.4

(1)

%

285.4

286.1

0

%

Diluted

286.3

289.2

(1)

%

287.0

289.0

(1)

%

(1) Cost of sales, Special (gains) and charges, Other (income) expense and Interest expense, net in the Consolidated Statement of Income above include the following:

Third Quarter Ended

Nine Months Ended

 

September 30

September 30

(millions)

2022

2021

2022

2021

Cost of sales

Restructuring activities

$2.1

$2.2

$5.5

$24.1

Acquisition and integration activities

4.2

-

32.7

-

COVID-19 activities, net

-

50.7

16.3

51.8

Russia/Ukraine activities

0.8

-

7.2

-

Other

-

-

-

0.3

Subtotal (a)

7.1

52.9

61.7

76.2

Special (gains) and charges

Restructuring activities

(0.3)

0.4

0.8

6.5

Acquisition and integration activities

4.1

0.8

15.0

3.3

COVID-19 activities, net

2.5

1.5

7.1

16.2

Russia/Ukraine activities

-

-

5.9

-

Other

11.5

3.6

16.7

10.7

Subtotal

17.8

6.3

45.5

36.7

Interest expense, net

-

32.3

-

32.3

Other (income) expense

Pension Settlements/Curtailments

24.8

7.0

24.8

26.6

Total special (gains) and charges

$49.7

$98.5

$132.0

$171.8

(a) Special charges of $5.6 million and $51.0 million in the third quarter of 2022 and 2021 respectively, and $58.8 million and $74.3 million for the first nine months of 2022 and 2021, respectively, were recorded in product and equipment cost of sales. Special charges of $1.5 million and $1.9 million in the third quarter of 2022 and 2021, respectively, and $2.9 million and $1.9 million for the first nine months of 2022 and 2021 respectively, were recorded in service and lease cost of sales.

13


ECOLAB INC.

REPORTABLE SEGMENT INFORMATION

(unaudited)

Third Quarter Ended September 30

Fixed Currency Rates

Public Currency Rates

%

%

(millions)

2022

    

2021

    

Change

    

2022

    

2021

    

Change

Net Sales

Global Industrial

$1,816.7

$1,565.0

16

%

$1,769.6

$1,603.1

10

%

Global Institutional & Specialty

1,183.2

1,057.1

12

%

1,163.1

1,070.6

9

%

Global Healthcare & Life Sciences

375.5

279.7

34

%

356.6

286.9

24

%

Other

362.1

319.5

13

%

352.3

324.2

9

%

Corporate

27.8

35.4

(21)

%

27.7

36.0

(23)

%

Subtotal at fixed currency rates

3,765.3

3,256.7

16

%

3,669.3

3,320.8

10

%

Currency impact

(96.0)

64.1

*

-

-

*

Consolidated reported GAAP net sales

$3,669.3

$3,320.8

10

%

$3,669.3

$3,320.8

10

%

Operating Income (loss)

Global Industrial

$277.0

$258.6

7

%

$269.0

$267.1

1

%

Global Institutional & Specialty

199.1

190.9

4

%

196.1

193.4

1

%

Global Healthcare & Life Sciences

34.7

35.2

(1)

%

31.4

36.4

(14)

%

Other

64.4

57.8

11

%

63.0

58.7

7

%

Corporate

(77.2)

(89.4)

*

(76.5)

(89.8)

*

Subtotal at fixed currency rates

498.0

453.1

10

%

483.0

465.8

4

%

Currency impact

(15.0)

12.7

*

-

-

*

Consolidated reported GAAP operating income

$483.0

$465.8

4

%

$483.0

$465.8

4

%

Nine Months Ended September 30

Fixed Currency Rates

Public Currency Rates

%

%

(millions)

2022

    

2021

    

Change

    

2022

    

2021

    

Change

Net Sales

Global Industrial

$5,077.8

$4,452.2

14

%

$5,025.2

$4,578.6

10

%

Global Institutional & Specialty

3,323.4

2,864.7

16

%

3,297.3

2,904.0

14

%

Global Healthcare & Life Sciences

1,138.9

852.8

34

%

1,110.3

881.4

26

%

Other

1,000.4

885.2

13

%

987.4

900.4

10

%

Corporate

96.4

102.7

(6)

%

96.4

104.1

(7)

%

Subtotal at fixed currency rates

10,636.9

9,157.6

16

%

10,516.6

9,368.5

12

%

Currency impact

(120.3)

210.9

*

-

-

*

Consolidated reported GAAP net sales

$10,516.6

$9,368.5

12

%

$10,516.6

$9,368.5

12

%

Operating Income

Global Industrial

$693.2

$719.7

(4)

%

$684.2

$748.2

(9)

%

Global Institutional & Specialty

462.5

390.5

18

%

458.5

393.9

16

%

Global Healthcare & Life Sciences

137.3

123.9

11

%

132.4

129.4

2

%

Other

153.6

140.9

9

%

152.1

143.3

6

%

Corporate

(264.7)

(202.8)

*

(263.9)

(203.9)

*

Subtotal at fixed currency rates

1,181.9

1,172.2

1

%

1,163.3

1,210.9

(4)

%

Currency impact

(18.6)

38.7

*

-

-

*

Consolidated reported GAAP operating income

$1,163.3

$1,210.9

(4)

%

$1,163.3

$1,210.9

(4)

%

* Not meaningful.

As shown in the “Fixed Currency Rates” tables above, we evaluate the performance of our international operations based on fixed currency exchange rates, which eliminate the impact of exchange rate fluctuations on our international operations. Amounts shown in the “Public Currency Rates” tables above reflect amounts translated at actual public average rates of exchange prevailing during the corresponding period and are provided for informational purposes. The difference between the fixed currency exchange rates and the public currency exchange rates is reported as “Currency impact” in the “Fixed Currency Rates” tables above.

The Corporate segment includes amortization from the Nalco and Purolite merger intangible assets. The Corporate segment also includes special (gains) and charges reported on the Consolidated Statement of Income.

14


ECOLAB INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)

September 30

December 31

September 30

(millions)

2022

2021

2021

Assets

Current assets

Cash and cash equivalents

$112.9

$359.9

$897.9

Accounts receivable, net

2,714.3

2,478.4

2,384.1

Inventories

1,802.7

1,491.8

1,378.2

Other current assets

469.4

357.0

326.6

Total current assets

5,099.3

4,687.1

4,986.8

Property, plant and equipment, net

3,260.9

3,288.5

3,069.6

Goodwill

7,741.4

8,063.9

6,125.6

Other intangible assets, net

3,915.0

4,224.1

2,889.7

Operating lease assets

427.0

396.8

377.4

Other assets

593.4

546.0

477.1

Total assets

$21,037.0

$21,206.4

$17,926.2

Liabilities and Equity

Current liabilities

Short-term debt

$497.9

$411.0

$18.7

Accounts payable

1,584.4

1,384.2

1,237.1

Compensation and benefits

434.2

509.5

452.9

Income taxes

110.4

104.3

68.0

Other current liabilities

1,145.4

1,144.2

1,117.8

Total current liabilities

3,772.3

3,553.2

2,894.5

Long-term debt

8,026.7

8,347.2

5,931.8

Postretirement health care and pension benefits

878.0

894.2

996.6

Deferred income taxes

577.1

622.0

589.4

Operating lease liabilities

317.5

282.6

263.0

Other liabilities

375.5

254.1

289.1

Total liabilities

13,947.1

13,953.3

10,964.4

Equity

Common stock

364.6

364.1

363.7

Additional paid-in capital

6,551.8

6,464.6

6,399.8

Retained earnings

9,205.1

8,814.5

8,659.8

Accumulated other comprehensive loss

(1,830.5)

(1,634.8)

(1,733.5)

Treasury stock

(7,228.4)

(6,784.2)

(6,756.3)

Total Ecolab shareholders’ equity

7,062.6

7,224.2

6,933.5

Noncontrolling interest

27.3

28.9

28.3

Total equity

7,089.9

7,253.1

6,961.8

Total liabilities and equity

$21,037.0

$21,206.4

$17,926.2

15


ECOLAB INC.

SUPPLEMENTAL NON-GAAP RECONCILIATIONS

(unaudited)

    

Third Quarter Ended

    

Nine Months Ended

 

September 30

September 30

(millions, except percent and per share)

2022

   

2021

2022

   

2021

Net sales

Reported GAAP net sales

$3,669.3

$3,320.8

$10,516.6

$9,368.5

Effect of foreign currency translation

96.0

(64.1)

120.3

(210.9)

Non-GAAP fixed currency sales

3,765.3

3,256.7

10,636.9

9,157.6

Effect of acquisitions and divestitures

(131.2)

(35.4)

(424.9)

(102.7)

Non-GAAP acquisition adjusted fixed currency sales

$3,634.1

$3,221.3

$10,212.0

$9,054.9

Cost of sales

Reported GAAP cost of sales

$2,291.6

$2,016.7

$6,576.1

$5,572.7

Special (gains) and charges

7.1

52.9

61.7

76.2

Non-GAAP adjusted cost of sales

$2,284.5

$1,963.8

$6,514.4

$5,496.5

Gross profit

Reported GAAP gross profit

$1,377.7

$1,304.1

$3,940.5

$3,795.8

Special (gains) and charges

7.1

52.9

61.7

76.2

Non-GAAP adjusted gross profit

$1,384.8

$1,357.0

$4,002.2

$3,872.0

Gross margin

Reported GAAP gross margin

37.5

%

39.3

%

37.5

%

40.5

%

Non-GAAP adjusted gross margin

37.7

%

40.9

%

38.1

%

41.3

%

Operating income

Reported GAAP operating income

$483.0

$465.8

$1,163.3

$1,210.9

Effect of foreign currency translation

15.0

(12.7)

18.6

(38.7)

Non-GAAP fixed currency operating income

498.0

453.1

1,181.9

1,172.2

Special (gains) and charges

24.9

59.2

107.2

112.9

Non-GAAP adjusted fixed currency operating income

522.9

512.3

1,289.1

1,285.1

Effect of acquisitions and divestitures

5.5

-

(0.5)

-

Non-GAAP acquisition adjusted fixed currency operating income

$528.4

$512.3

$1,288.6

$1,285.1

Operating income margin

Reported GAAP operating income margin

13.2

%

14.0

%

11.1

%

12.9

%

Non-GAAP adjusted fixed currency operating income margin

13.9

%

15.7

%

12.1

%

14.0

%

Non-GAAP acquisition adjusted fixed currency operating income margin

14.5

%

15.9

%

12.6

%

14.2

%

Other (income) expense

Reported GAAP other (income) expense

$5.7

($13.0)

($32.6)

($27.5)

Special (gains) and charges

24.8

7.0

24.8

26.6

Non-GAAP adjusted other (income) expense

($19.1)

($20.0)

($57.4)

($54.1)

Interest expense, net

Reported GAAP interest expense, net

$65.1

$76.4

$174.1

$173.7

Special (gains) and charges

-

32.3

-

32.3

Non-GAAP adjusted interest expense, net

$65.1

$44.1

$174.1

$141.4

16


ECOLAB INC.

SUPPLEMENTAL NON-GAAP RECONCILIATIONS

(unaudited)

    

Third Quarter Ended

    

Nine Months Ended

September 30

September 30

(millions, except percent and per share)

2022

   

2021

2022

   

2021

Net Income attributable to Ecolab

Reported GAAP net income attributable to Ecolab

$347.1

$324.5

$827.3

$828.9

Special (gains) and charges, after tax

39.6

80.8

105.8

139.1

Discrete tax net expense (benefit)

(14.2)

(6.3)

(9.5)

17.5

Non-GAAP adjusted net income attributable to Ecolab

$372.5

$399.0

$923.6

$985.5

Diluted EPS attributable to Ecolab

Reported GAAP diluted EPS

$1.21

$1.12

$2.88

$2.87

Special (gains) and charges, after tax

0.14

0.28

0.37

0.48

Discrete tax net expense (benefit)

(0.05)

(0.02)

(0.03)

0.06

Non-GAAP adjusted diluted EPS

$1.30

$1.38

$3.22

$3.41

Provision for Income Taxes

Reported GAAP tax rate

14.6

%

18.3

%

17.9

%

21.2

%

Special gains and charges

0.6

-

0.2

(0.3)

Discrete tax items

3.1

1.2

0.8

(1.4)

Non-GAAP adjusted tax rate

18.3

%

19.5

%

18.9

%

19.5

%

17


ECOLAB INC.

SUPPLEMENTAL NON-GAAP RECONCILIATIONS

Third Quarter Ended September 30

(unaudited)

2022

2021

(millions)

Fixed Currency

Impact of Acquisitions and Divestitures

Acquisition Adjusted

Fixed Currency

Impact of Acquisitions and Divestitures

Acquisition Adjusted

Net Sales

Global Industrial

$1,816.7

($7.9)

$1,808.8

$1,565.0

-

$1,565.0

Global Institutional & Specialty

1,183.2

-

1,183.2

1,057.1

-

1,057.1

Global Healthcare & Life Sciences

375.5

(95.5)

280.0

279.7

-

279.7

Other

362.1

-

362.1

319.5

-

319.5

Corporate

27.8

(27.8)

-

35.4

(35.4)

-

Subtotal at fixed currency rates

3,765.3

(131.2)

3,634.1

3,256.7

(35.4)

3,221.3

Currency impact

(96.0)

64.1

Consolidated reported GAAP net sales

$3,669.3

$3,320.8

Operating Income (loss)

Global Industrial

$277.0

($1.3)

$275.7

$258.6

-

$258.6

Global Institutional & Specialty

$199.1

-

199.1

190.9

-

190.9

Global Healthcare & Life Sciences

$34.7

(15.6)

19.1

35.2

-

35.2

Other

$64.4

-

64.4

57.8

-

57.8

Corporate

($52.3)

22.4

(29.9)

(30.2)

-

(30.2)

Subtotal at fixed currency rates

522.9

5.5

528.4

512.3

-

512.3

Special (gains) and charges

24.9

59.2

Reported OI at fixed currency rates

498.0

453.1

Currency impact

(15.0)

12.7

Consolidated reported GAAP operating income

$483.0

$465.8

Nine Months Ended September 30

2022

2021

(millions)

Fixed Currency

Impact of Acquisitions and Divestitures

Acquisition Adjusted

Fixed Currency

Impact of Acquisitions and Divestitures

Acquisition Adjusted

Net Sales

Global Industrial

$5,077.8

($21.0)

$5,056.8

$4,452.2

-

$4,452.2

Global Institutional & Specialty

3,323.4

-

3,323.4

2,864.7

-

2,864.7

Global Healthcare & Life Sciences

1,138.9

(307.5)

831.4

852.8

-

852.8

Other

1,000.4

-

1,000.4

885.2

-

885.2

Corporate

96.4

(96.4)

-

102.7

(102.7)

-

Subtotal at fixed currency rates

10,636.9

(424.9)

10,212.0

9,157.6

(102.7)

9,054.9

Currency impact

(120.3)

210.9

Consolidated reported GAAP net sales

$10,516.6

$9,368.5

Operating Income (loss)

Global Industrial

$693.2

($3.4)

$689.8

$719.7

-

$719.7

Global Institutional & Specialty

$462.5

-

462.5

390.5

-

390.5

Global Healthcare & Life Sciences

$137.3

(65.1)

72.2

123.9

-

123.9

Other

$153.6

-

153.6

140.9

-

140.9

Corporate

($157.5)

68.0

(89.5)

(89.9)

-

(89.9)

Subtotal at fixed currency rates

1,289.1

(0.5)

1,288.6

1,285.1

-

1,285.1

Special (gains) and charges

107.2

112.9

Reported OI at fixed currency rates

1,181.9

1,172.2

Currency impact

(18.6)

38.7

Consolidated reported GAAP operating income

$1,163.3

$1,210.9

18


ECOLAB INC.

SUPPLEMENTAL DILUTED EARNINGS PER SHARE INFORMATION

(unaudited)

The table below provides a reconciliation of diluted earnings per share, as reported, to the non-GAAP measure of adjusted diluted earnings per share.

    

First

    

Second

    

Six

    

Third

    

Nine

    

Fourth

    

    

Quarter

Quarter

Months

Quarter

Months

Quarter

Year

Ended

Ended

Ended

Ended

Ended

Ended

Ended

Mar. 31

June 30

June 30

Sept. 30

Sept. 30

Dec. 31

Dec. 31

2021

2021

2021

2021

2021

2021

2021

Diluted earnings per share, as reported (U.S. GAAP)

$0.67

$1.08

$1.75

$1.12

$2.87

$1.04

$3.91

Adjustments:

Special (gains) and charges (1)

0.08

0.12

0.20

0.28

0.48

0.26

0.74

Discrete tax expense (benefits) (2)

0.06

0.02

0.08

(0.02)

0.06

(0.04)

0.02

Impact of Purolite on diluted earnings per share

0.02

0.02

Adjusted diluted earnings per share (Non-GAAP)

$0.81

$1.22

$2.03

$1.38

$3.41

$1.28

$4.69

    

First

    

Second

    

Six

    

Third

    

Nine

    

Fourth

    

    

 

Quarter

Quarter

Months

Quarter

Months

Quarter

Year

 

Ended

Ended

Ended

Ended

Ended

Ended

Ended

 

Mar. 31

June 30

June 30

Sept. 30

Sept. 30

Dec. 31

Dec. 31

 

2022

2022

2022

2022

2022

2022

2022

 

Diluted earnings per share, as reported (U.S. GAAP)

$0.60

$1.08

$1.67

$1.21

$2.88

Adjustments:

Special (gains) and charges (3)

0.22

0.01

0.23

0.14

0.37

Discrete tax expense (benefits) (4)

0.00

0.01

0.02

(0.05)

(0.03)

Adjusted diluted earnings per share (Non-GAAP)

$0.82

$1.10

$1.92

$1.30

$3.22

Per share amounts do not necessarily sum due to changes in shares outstanding and rounding.

(1) Special (gains) and charges for 2021 includes charges of $24.2 million, $34.1 million, $80.8 million and $74.4 million, net of tax, in the first, second, third and fourth quarters, respectively. Charges include COVID-19 related inventory write downs and employee-related costs (net of government subsidies), restructuring charges, debt refinancing charges, acquisition and integration charges, and litigation and other charges.

(2) Discrete tax expenses (benefits) for 2021 includes $16.1 million, $7.7 million, ($6.3) million and ($11.7) million in the first, second, third and fourth quarters, respectively. These expenses (benefits) are primarily associated with stock compensation excess tax benefits more than offset by other discrete tax expense.

(3) Special (gains) and charges for 2022 includes charges of $63.6 million, $2.6 million and $39.6 million, net of tax, in the first, second and third quarters, respectively. Charges include acquisition and integration charges, reserves related to our operations in Russia, COVID-19 related inventory write downs and employee-related costs, restructuring charges, litigation and other charges and pension settlements.

(4) Discrete tax expenses (benefits) for 2022 includes $1.0 million, $3.7 million and ($14.2) million in the first, second and third quarters, respectively. These expenses (benefits) are primarily associated with stock compensation excess tax benefits and other discrete tax benefits.

19


EX-99.2 3 ecl-20221101xex99d2.htm EX-99.2
Exhibit 99.2

GRAPHIC

Third Quarter 2022 Supplemental 1


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Forward - Looking Information This communication contains forward looking statements as that term is defined in the Private Securities Litigation Reform Ac t o f 1995. These forward - looking statements include, but are not limited to, statements regarding global economic conditions, inflation, currency translation, our financ ial and business performance and prospects, including sales, earnings, pricing, margins, new business, productivity and additional capacity. These statements are based on the current expectations of manage men t. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward - looking statements included in this communication. In particular, the ultimate res ults of any restructuring initiative depend on a number of factors, including the development of final plans, the impact of local regulatory requirements regarding employee terminations, the time necessary t o d evelop and implement the restructuring initiative and the level of success achieved through such actions in improving competitiveness, efficiency and effectiveness. Additional risks and uncertainties are set forth under Item 1A of our most recent Form 10 - K, and our other public filings with t he Securities and Exchange Commission (“SEC”), and include the effects and duration of the COVID - 19 pandemic, including the impact of vaccination mandates; difficulty in procuring raw materials or fluctu ations in raw material costs; the vitality of the markets we serve; the impact of economic factors such as the worldwide economy, capital flows, interest rates, foreign currency risk, and reduced sales and e arn ings in our international operations resulting from the weakening of local currencies versus the U.S. dollar; information technology infrastructure failures or breaches in data security; our ability to attract, retain and develop high caliber management talent to lead our business and successfully execute organizational change and changing labor market dynamics in the wake of the COVID - 19 pandemic; exposure to global economic, political and legal risks related to our international operations, including the impact of sanctions or other actions taken by the U.S. or other countries, and retali ato ry measures taken by Russia in response, in connection with the conflict in Ukraine; and other uncertainties or risks reported from time to time in our reports to the SEC. In light of these risks, unce rta inties and factors, the forward - looking events discussed in this communication may not occur. We caution that undue reliance should not be placed on forward - looking statements, which speak only as of the dat e made. Ecolab does not undertake, and expressly disclaims, any duty to update any forward - looking statement, except as required by law. Non - GAAP Financial Information This communication includes Company information that does not conform to generally accepted accounting principles (GAAP). Man ag ement believes that a presentation of this information is meaningful to investors because it provides insight with respect to ongoing operating results of the C omp any and allows investors to better evaluate the financial results of the Company. These measures should not be viewed as an alternative to GAAP measures of performance. Furthermore, these measures m ay not be consistent with similar measures provided by other companies. Reconciliations of our non - GAAP measures included within this presentation are included in the “Non - GAAP Financial Me asures” section of this presentation. 2 Cautionary Statement


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Performance Continues to Improve Double - digit organic sales growth, +13% Enhanced cost productivity, driving organic operating income growth, +3% Shifting from pricing to offense to capture large operating margin upside Mitigating Europe risk to support sequential improvement in Q4 and beyond Accelerating total pricing to 12%, easing gross margin pressure 3 ▪ Led by Industrial +16%, Other +13%, and Institutional & Specialty +12% ▪ Operating income growth driven by gross margin performance and further productivity gains ▪ $80 million European cost savings plan to mitigate the potential implications of the war in Ukraine and the energy crisis ▪ Driving new business, innovation, customer value, and pricing to support strong topline growth and margin improvement ▪ Expecting to fully recover OI margin over time, driving towards our 20% objective ▪ Pricing exceeding substantial delivered product costs with net benefit expanding significantly versus the end of Q2


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3 Q Overview ▪ Sales growth remained very strong with reported sales +10% and acquisition adjusted fixed currency sales +13%* o Total pricing +12%, up from +9% in Q2 o As expected, volume & mix +1% ▪ Double - digit growth in Institutional & Specialty, Industrial, and Other segments o Industrial +16% o Institutional & Specialty +12% o Healthcare and Life Sciences 0% o Other +13% ▪ Reported diluted EPS $1.21, +8% ▪ Adjusted diluted EPS $1.30, - 6 %* o The expected narrowing decline in earnings reflected continued strong sales growth, including accelerating pricing in excess of delivered product costs and further new business wins, which together were more than offset by unfavorable currency translation and interest expense Sales EPS 4 +13% - 6% * *


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4 Q Outlook 4Q Long Term ▪ We have been preparing for what is now widely considered to be a more challenging macroeconomic environment, especially in Europe, with high delivered product costs and unfavorable currency translation impacts that are expected to persist well into 2023. As the war and energy crisis are having an increased short - term impact on demand and costs, we continue to expect earnings growth to progressively improve but at a more moderate pace than previously anticipated. ▪ We expect to deliver a continued strong acceleration in fourth quarter 2022 operating income growth. This improving operating performance is expected to be offset by unfavorable currency translation impacts of $0.11 per share and higher interest expense, resulting in fourth quarter adjusted diluted earnings per share approaching last year’s $1.28. ▪ With our strong business momentum, accelerating pricing, further productivity gains, and leading value proposition operating in a $152 billion global market, we expect to enter next year in a strong position to deliver earnings growth that progressively improves toward our double - digit historical performance. 5


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3 Q 2022 Sales Growth Detail Amounts in the tables above may reflect rounding. Acq ./Div. Adj. excludes sales to ChampionX post - separation. 6 Fixed Rate Acq. Adj. % Change % Change Global Industrial Consolidated Water 15% 14% Volume & mix 1% Food & Beverage 14% 14% Pricing 12% Downstream 22% 22% Subtotal 13% Paper 19% 19% Acq./Div. 3% Total Global Industrial 16% 16% Fixed currency growth 16% Currency impact -5% Global Institutional & Specialty Total 10% Institutional 14% 14% Specialty 8% 8% Total Global Institutional & Specialty 12% 12% Global Healthcare & Life Sciences Healthcare -2% -2% Life Sciences 158% 5% Total Global Healthcare & Life Sciences 34% 0% Other Pest Elimination 12% 12% Textile Care 17% 17% Colloidal Technologies 16% 16% Total Other 13% 13% Total 16% 13% % Change


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Global Industrial Segment – Water and Food & Beverage Q4 : Expect further strong sa l es growth driven by increased total pricing and new business wins Q4 : An ticipate continued strong sales growth led by robust pricing Food & Beverage ▪ Strong sales growth driven by accelerating total pricing, partially offset by easing customer production levels ▪ Double - digit growth across dairy, bev /brew, food, and protein with good growth in animal health ▪ Sales growth was strong across all regions All sales figures are acquisition adjusted fixed currency unless otherwise noted ▪ Strong sales growth driven by accelerating total pricing and new business wins o Light Water : strong sales driven by double - digit growth across data centers and microelectronics, food & beverage, manufacturing, and institutional o Heavy Industry : strong sales led by double digit gains in power and chemicals o Mining : very strong growth, benefiting from our strategic shift toward high - value metals and fertilizers and away from coal, as well a s strong new business wins ▪ We continue to drive strong new business wins, led by our innovative chemistry solutions, digital technologies, and service e xpe rtise that help our customers reduce water consumption toward net zero and meet their sustainability objectives ▪ The impact of increasing water demand, its growing quality and availability issues and the resulting rising costs continue to be a critical issue for our customers, and one that Ecolab is uniquely positioned to help them solve 7 Sales +14% Sales +14% Water


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Global Industrial Segment – Downstream and Paper Q4 : Expect continued double - digit growth reflecting accelerating pricing and new business wins, though the rate of growth is expecte d to moderate given comparisons to strong additive sales in the prior year Q4 : Expect continued robust sales growth as further strong pricing and new business wins more than offsets easing customer production rates Downstream Paper ▪ Very strong sales growth driven by accelerating pricing, good new business wins, and improved customer utilization rates ▪ Growth was strong across refining, petrochemical and additives. Regionally, sales grew double - digits across all regions ▪ Continue to benefit from our unique technologies that help customers improve the sustainability of their operations while als o h elping them expand into renewable growth areas All sales figures are acquisition adjusted fixed currency unless otherwise noted ▪ Another quarter of strong sales growth driven by accelerating total pricing and new business wins ▪ Tissue showed very strong growth, driven by strong pricing and new business gains. Graphics also showed strong growth, benefi tin g from pricing. Growth in board and packaging moderated as accelerating pricing was somewhat offset by easing customer production rates ▪ Regionally, North America, Europe and Latin America grew strong double - digits. Growth in Asia Pacific was steady 8 Sales +22% Sales +19%


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Global Institutional & Specialty Segment Q4 : Expect strong sales driven by further pricing and new business wins more than offset customer labor availability, which continue s to impact our customers’ operating capacity Institutional Specialty All sales figures are acquisition adjusted fixed currency unless otherwise noted ▪ Strong sales growth driven by accelerating total pricing, new business wins, and innovation, which together exceeded rather s tab le global market trends o North America : Strong growth driven by accelerating pricing and further new business wins o Europe : Strong growth driven by accelerating pricing o Latin America : Very strong growth benefiting from increased consumer traffic and new business wins o Asia Pacific : Strong growth as softer trends in China due to significantly increased COVID restrictions were more than offset by strong g row th in other parts of the region ▪ Our advanced programs offering faster and more efficient cleaning processes continue to help customers reduce costs in the cu rre nt inflationary environment and tight labor market Q4 : E xpect fourth quarter sales to show continued strong growth as quick service and food retail benefit from further pricing, new cu stomer wins, our broad range of innovative products and service expertise ▪ Overall sales driven by strong quick service sales and modest growth in food retail sales o Quick service : strong gains reflected accelerating total pricing, new business wins, and growth in core cleaning and sanitizing sales cont inu ed to drive momentum, despite stable end market traffic o Food retail : sales grew modestly reflecting accelerating pricing and good new business wins, though customer labor shortages continued t o impact in - store services and associated cleaning and sanitizing product usage 9 Sales +14% Sales +8%


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Global Healthcare & Life Sciences Segment Healthcare Life Sciences All sales figures are acquisition adjusted fixed currency unless otherwise noted Q4 : Expect a modest sequential improvement in sales trends reflecting accelerating pricing ▪ Sales declined as accelerating pricing was offset by continued softness in Europe ▪ We are committed to improving the fundamental performance of our healthcare business. Our new business efforts are focused on at tractive long - term growth opportunities in the surgical, environmental hygiene, and instrument reprocessing areas, where our leading product lin es, ongoing innovation, and digital technologies make us uniquely positioned to help improve patient outcomes while also increasing operational effic ien cies for our customers ▪ Reported sales growth of 158% reflected the acquisition of Purolite o Legacy Life Sciences : sales grew modestly as accelerating total pricing and double - digit growth in consumable pharmaceutical and personal care products were somewhat offset by normalizing demand for Bioquell’s biodecontamination systems o Purolite : as expected, sales growth was modest due to capacity being sold - out through 3Q, though robust demand for our innovative soluti ons continues to rise Q4 : A nticipate accelerating sales growth, benefitting from increased pricing, new business wins, and Purolite’s capacity additions which are expected to progressively come online through the fourth quarter 10 Sales - 2% Sales +5%


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Other Segment Pest Elimination All sales figures are acquisition adjusted fixed currency unless otherwise noted ▪ Led by accelerating pricing and continued robust new business wins driven by our high service levels and innovation o Growth was strong across food retail, food and beverage, hospitality, and restaurants ▪ Regionally, North America delivered double - digit growth, Europe & Asia Pacific showed solid growth, and growth was modest for La tin America Q4 : Expect strong growth as we benefit from new customer wins and leverage our ongoing innovation and enhanced digital offerings to furt her extend our competitive advantages 11 Sales +12%


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Consolidated Margin Performance ▪ Reflecting accelerating total pricing that was more than offset by a 30% increase in delivered product costs inflation and unfavorable mix ▪ Year - over - year declines in adjusted gross margin narrowed sequentially ▪ Improvement driven by sales leverage and cost savings that more than offset investments in the business ▪ Accelerating total pricing more than offset substantially higher delivered product costs, unfavorable mix, and investments in the business 3Q adjusted gross margin - 320 bps YoY SG&A ratio - 120 bps YoY Acq ./adj. fixed currency operating income +3% YoY 12 $ millions, unaudited 2022 2021 Change Gross profit $1,377.7 $1,304.1 6% Gross margin 37.5% 39.3% -180 bps Adjusted gross profit $1,384.8 $1,357.0 2% Adjusted gross margin 37.7% 40.9% -320 bps Reported SG&A $876.9 $832.0 5% % of Sales 23.9% 25.1% -120 bps Reported operating income $483.0 $465.8 4% Reported operating income margin 13.2% 14.0% -90 bps Adj. fixed currency operating income $522.9 $512.3 2% Adj. fixed currency operating income margin 13.9% 15.7% -180 bps Acq. Adj. fixed currency operating income $528.4 $512.3 3% Acq. Adj. fixed currency operating income margin 14.5% 15.9% -140 bps


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Segment Margin Performance ▪ Acquisition adjusted fixed currency operating income increased 7% as accelerating total pricing overcame significantly higher delivered product costs and unfavorable mix ▪ Acquisition adjusted fixed currency operating income increased 4% as accelerating total pricing overcame higher delivered product costs and investments in the business ▪ Acquisition adjusted fixed currency operating income decreased 46% as accelerating total pricing was more than offset by higher delivered product costs, lower volume, and unfavorable mix ▪ Acquisition adjusted fixed currency operating income increased 11% as accelerating total pricing overcame higher delivered product costs and investments in the business ($ millions – fixed currency, unaudited) 13 Global Industrial 3Q 2022 3Q 2021 % change Operating income $277.0 $258.6 7% Operating income margin 15.2% 16.5% Acq. Adj. operating income $275.7 $258.6 7% Acq. Adj. operating income margin 15.2% 16.5% Global Institutional & Specialty 3Q 2022 3Q 2021 % change Operating income $199.1 $190.9 4% Operating income margin 16.8% 18.1% Acq. Adj. operating income $199.1 $190.9 4% Acq. Adj. operating income margin 16.8% 18.1% Global Healthcare & Life Sciences 3Q 2022 3Q 2021 % change Operating income $34.7 $35.2 (1%) Operating income margin 9.2% 12.6% Acq. Adj. operating income $19.1 $35.2 (46%) Acq. Adj. operating income margin 6.8% 12.6% Other Segment 3Q 2022 3Q 2021 % change Operating income $64.4 $57.8 11% Operating income margin 17.8% 18.1% Acq. Adj. operating income $64.4 $57.8 11% Acq. Adj. operating income margin 17.8% 18.1%


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3Q 2022 Balance Sheet / Cash Flow * EBITDA and Adjusted EBITDA are non - GAAP measures. EBITDA is defined as the sum of earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as the sum of EBITDA and special (gains) and charges impacting EBITDA. The inputs to EBITDA reflect the trailing twelve months of activity for the period presented. See “Non - GAAP Financial Measures” section of this presentation corresponding reconciliations. 14 Summary Balance Sheet (millions, unaudited) 2022 2021 (millions, unaudited) 2022 2021 Cash and cash eq. $112.9 $897.9 Short-term debt $497.9 $18.7 Accounts receivable, net 2,714.3 2,384.1 Accounts payable 1,584.4 1,237.1 Inventories 1,802.7 1,378.2 Other current liabilities 1,690.0 1,638.7 Other current assets 469.4 326.6 Long-term debt 8,026.7 5,931.8 PP&E, net 3,260.9 3,069.6 Pension/Postretirement 878.0 996.6 Goodwill and intangibles 11,656.4 9,015.3 Other liabilities 1,270.1 1,141.5 Other assets 1,020.4 854.5 Total equity 7,089.9 6,961.8 Total assets $21,037.0 $17,926.2 Total liab. and equity $21,037.0 $17,926.2 Selected Cash Flow items (millions, unaudited) 2022 2021 (unaudited) 2022 2021 Cash from op. activities $929.2 $1,421.0 Total Debt/Total Capital 54.6% 46.1% Depreciation 463.4 453.1 Net Debt/Total Capital 54.3% 42.1% Amortization 238.8 174.4 Net Debt/EBITDA(*) 3.4 2.0 Capital expenditures 510.0 423.8 Net Debt/Adjusted EBITDA(*) 3.1 1.9 September 30 September 30 Nine Months Ended Selected Balance Sheet measures September 30 September 30


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Non - GAAP Financial Measures 15 (unaudited) (millions, except percent) Net sales Reported GAAP net sales $3,669.3 $3,320.8 $10,516.6 $9,368.5 Effect of foreign currency translation 96.0 (64.1) 120.3 (210.9) Non-GAAP fixed currency sales 3,765.3 3,256.7 10,636.9 9,157.6 Effect of acquisitions and divestitures (131.2) (35.4) (424.9) (102.7) Non-GAAP acquisition adjusted fixed currency sales $3,634.1 $3,221.3 $10,212.0 $9,054.9 Cost of Sales Reported GAAP cost of sales $2,291.6 $2,016.7 $6,576.1 $5,572.7 Special (gains) and charges 7.1 52.9 61.7 76.2 Non-GAAP adjusted cost of sales $2,284.5 $1,963.8 $6,514.4 $5,496.5 Gross profit Reported GAAP gross profit $1,377.7 $1,304.1 $3,940.5 $3,795.8 Special (gains) and charges $7.1 $52.9 $61.7 $76.2 Non-GAAP adjusted gross profit $1,384.8 $1,357.0 $4,002.2 $3,872.0 Gross Margin Reported GAAP gross margin 37.5 % 39.3 % 37.5 % 40.5 % Non-GAAP adjusted gross margin 37.7 % 40.9 % 38.1 % 41.3 % Operating income Reported GAAP operating income $483.0 $465.8 $1,163.3 $1,210.9 Effect of foreign currency translation 15.0 (12.7) 18.6 (38.7) Non-GAAP fixed currency operating income 498.0 453.1 1,181.9 1,172.2 Special (gains) and charges 24.9 59.2 107.2 112.9 Non-GAAP adjusted fixed currency operating income 522.9 512.3 1,289.1 1,285.1 Effect of acquisitions and divestitures 5.5 - (0.5) - Non-GAAP acquisition adjusted fixed currency operating income $528.4 $512.3 $1,288.6 $1,285.1 Operating Income Margin Reported GAAP operating income margin 13.2 % 14.0 % 11.1 % 12.9 % Non-GAAP adjusted fixed currency operating income margin 13.9 % 15.7 % 12.1 % 14.0 % Non-GAAP acquisition adjusted fixed currency operating income margin 14.5 % 15.9 % 12.6 % 14.2 % Third Quarter Ended September 30 Nine Months Ended September 30 2022 2021 2022 2021


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Non - GAAP Financial Measures 16 (unaudited) (millions, except percent) Other (income) expense Reported GAAP other (income) expense $5.7 ($13.0) ($32.6) ($27.5) Special (gains) and charges 24.8 7.0 24.8 26.6 Non-GAAP adjusted other (income) expense ($19.1) ($20.0) ($57.4) ($54.1) Interest expense, net Reported GAAP interest expense, net $65.1 $76.4 $174.1 $173.7 Special (gains) and charges - 32.3 - 32.3 Non-GAAP adjusted interest expense, net $65.1 $44.1 $174.1 $141.4 Third Quarter Ended September 30 Nine Months Ended September 30 2022 2021 2022 2021


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Non - GAAP Financial Measures 17 (unaudited) (millions, except percent and per share) Net Income attributable to Ecolab Reported GAAP net income attributable to Ecolab $347.1 $324.5 $827.3 $828.9 Special (gains) and charges, after tax 39.6 80.8 105.8 139.1 Discrete tax net expense (benefit) (14.2) (6.3) (9.5) 17.5 Non-GAAP adjusted net income attributable to Ecolab $372.5 $399.0 $923.6 $985.5 Diluted EPS attributable to Ecolab Reported GAAP diluted EPS $1.21 $1.12 $2.88 $2.87 Special (gains) and charges, after tax 0.14 0.28 0.37 0.48 Discrete tax net expense (benefit) (0.05) (0.02) (0.03) 0.06 Non-GAAP adjusted diluted EPS $1.30 $1.38 $3.22 $3.41 Provision for Income Taxes Reported GAAP tax rate 14.6 % 18.3 % 17.9 % 21.2 % Special gains and charges 0.6 - 0.2 (0.3) Discrete tax items 3.1 1.2 0.8 (1.4) Non-GAAP adjusted tax rate 18.3 % 19.5 % 18.9 % 19.5 % EBITDA (trailing twelve months ended) Net income including non-controlling interest 1,144.7 1,143.6 Provision for income taxes 226.6 299.1 Interest expense, net 218.7 222.1 Depreciation 614.7 604.3 Amortization 303.1 230.7 EBITDA $2,507.8 $2,499.8 Special (gains) and charges impacting EBITDA 226.2 201.8 Adjusted EBITDA $2,734.0 $2,701.6 2022 2021 2022 2021 September 30 September 30 Third Quarter Ended Nine Months Ended


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Non - GAAP Financial Measures 18 (unaudited) (millions) Fixed Currency Impact of Acquisitions and Divestitures Acquisition Adjusted Fixed Currency Impact of Acquisitions and Divestitures Acquisition Adjusted Net Sales Global Industrial $1,816.7 ($7.9) $1,808.8 $1,565.0 - $1,565.0 Global Institutional & Specialty 1,183.2 - 1,183.2 1,057.1 - 1,057.1 Global Healthcare & Life Sciences 375.5 (95.5) 280.0 279.7 - 279.7 Other 362.1 - 362.1 319.5 - 319.5 Corporate 27.8 (27.8) - 35.4 (35.4) - Subtotal at fixed currency rates 3,765.3 (131.2) 3,634.1 3,256.7 (35.4) 3,221.3 Currency impact (96.0) 64.1 Consolidated reported GAAP net sales $3,669.3 $3,320.8 Operating Income Global Industrial $277.0 ($1.3) $275.7 $258.6 - $258.6 Global Institutional & Specialty 199.1 - 199.1 190.9 - 190.9 Global Healthcare & Life Sciences 34.7 (15.6) 19.1 35.2 - 35.2 Other 64.4 - 64.4 57.8 - 57.8 Corporate (52.3) 22.4 (29.9) (30.2) - (30.2) Subtotal at fixed currency rates 522.9 5.5 528.4 512.3 - 512.3 Special (gains) and charges 24.9 59.2 Reported OI at fixed currency rates 498.0 453.1 Currency impact (15.0) 12.7 Consolidated reported GAAP operating income $483.0 $465.8 Third Quarter Ended September 30 2022 2021


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Non - GAAP Financial Information: This communication and certain of the accompanying tables include financial measures that have not been calculated in accorda nce with accounting principles generally accepted in the U.S. (“GAAP”). These non - GAAP financial measures include: • fixed currency sales • acquisition adjusted fixed currency sales • adjusted cost of sales • adjusted gross profit • adjusted gross margin • fixed currency operating income • adjusted operating income • adjusted fixed currency operating income • adjusted fixed currency operating income margin • acquisition adjusted fixed currency operating income • acquisition adjusted fixed currency operating income margin • adjusted tax rate • adjusted net income attributable to Ecolab • adjusted diluted earnings per share We provide these measures as additional information regarding our operating results. We use these non - GAAP measures internally t o evaluate our performance and in making financial and operational decisions, including with respect to incentive compensation. We believe that our presentation of these measures provides inve sto rs with greater transparency with respect to our results of operations and that these measures are useful for period - to - period comparison of results. Our non - GAAP adjusted financial measures for cost of sales, gross profit, gross margin, operating income, other (income) expense and interest expense exclude the impact of special (gains) and charges, and our non - GAAP measures for tax rate, net income attributable to Ecolab and diluted earnings per share further exclude the imp act of discrete tax items. We include items within special (gains) and charges and discrete tax items that we believe can significantly affect the period - over - period assessment of operating results a nd not necessarily reflect costs associated with historical trends and future results. After tax special (gains) and charges are derived by applying the applicable local jurisdictional tax rate to the co rre sponding pre - tax special (gains) and charges. We evaluate the performance of our international operations based on fixed currency rates of foreign exchange, which eliminat e t he translation impact of exchange rate fluctuations on our international results. Fixed currency amounts included in this release are based on translation into U.S. dollars at the fixed foreign curr enc y exchange rates established by management at the beginning of 2022. We also provide our segment results based on public currency rates for informational purposes. Non - GAAP Financial Information 19


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Non - GAAP Financial Information (Continued): Our reportable segments do not include the impact of intangible asset amortization from the Nalco and Purolite mergers or the impact of special (gains) and charges as these are not allocated to the Company’s reportable segments. Acquisition adjusted growth rates exclude the results of any acquired business from the first twelve months post acquisition and exclude the results of divested businesses from the previous twelve months prior to divestiture. In addition, as part of the separation, we also entered into a Master Cross Supply and Product Transfer ag reement with ChampionX to provide, receive or transfer certain products for a period up to 36 months. Sales of product to ChampionX under this agreement are recorded in product and equipment sales in the Corporate segment along with the related cost of sale s. These transactions are removed from the consolidated results as part of the calculation of the impact of acquisitions and divestitu res . These non - GAAP financial measures are not in accordance with, or an alternative to, GAAP and may be different from non - GAAP meas ures used by other companies. Investors should not rely on any single financial measure when evaluating our business. We recommend that investors view these measures in conjunction with th e G AAP measures included in this news release. Reconciliations of our non - GAAP measures are included in the following "Supplemental Non - GAAP Reconciliations" and “Supplemental Diluted Earnings per S hare Information” tables included in this news release. We do not provide reconciliations for non - GAAP estimates on a forward - looking basis (including those contained in this news rele ase) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent di fficulty of forecasting the timing and amount of various items that have not yet occurred, are out of our control and/or cannot be reasonably predicted, and that would impact reported earnings per share and th e reported tax rate, the most directly comparable forward - looking GAAP financial measures to adjusted earnings per share and the adjusted tax rate. For the same reasons, we are unable to address t he probable significance of the unavailable information. Non - GAAP Financial Information (Cont.) 20