Ecolab 10-Q 2022-09-30

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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(Mark One)		​
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☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934		​
For the quarterly period ended September 30, 2022		​
OR		​
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934		​
For the transition period from to		​
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Commission File No. 1-9328		​

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ECOLAB INC.

(Exact name of registrant as specified in its charter)

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Delaware	​	41-0231510
(State or other jurisdiction of	​	(I.R.S. Employer
incorporation or organization)	​	Identification No.)

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1 Ecolab Place**,** St. Paul**,** Minnesota 55102

(Address of principal executive offices)(Zip Code)

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**1-800-**232-6522

(Registrant’s telephone number, including area code)

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(Not applicable)

(Former name, former address and former fiscal year,

if changed since last report)

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

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Title of each class	​	Trading symbol(s)	​	Name of each exchange on which registered
Common Stock, $1.00 par value 2.625% Euro Notes due 2025 1.000% Euro Notes due 2024	​	ECL ECL 25 ECL 24	​	New York Stock Exchange New York Stock Exchange New York Stock Exchange

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer ⌧	​	Accelerated filer ◻
Non-accelerated filer ◻	​	Smaller reporting company ☐
​	​	Emerging growth company ☐

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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. ◻

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

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The number of shares of each of the registrant’s classes of Common Stock outstanding as of September 30, 2022: 284,828,060 shares, par value $1.00 per share.

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PART I - FINANCIAL INFORMATION

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CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Third Quarter Ended						​	Nine Months Ended
​	​	September 30						​	September 30
(millions, except per share amounts)	​	2022				2021			2022				2021
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
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	​	​	10,516.6	​	​	​	9,368.5
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 (including special (gains) and charges (a))	​	​	2,291.6	​	​	​	2,016.7	​	​	6,576.1	​	​	​	5,572.7
Selling, general and administrative expenses	​	​	876.9	​	​	​	832.0	​	​	2,731.7	​	​	​	2,548.2
Special (gains) and charges	​	​	17.8	​	​	​	6.3	​	​	45.5	​	​	​	36.7
Operating income	​	​	483.0	​	​	​	465.8		​	1,163.3	​	​	​	1,210.9
Other (income) expense (b)	​	​	5.7	​	​	​	(13.0)	​	​	(32.6)	​	​	​	(27.5)
Interest expense, net (c)	​	​	65.1	​	​	​	76.4	​	​	174.1	​	​	​	173.7
Income before income taxes	​	​	412.2	​	​	​	402.4		​	1,021.8	​	​	​	1,064.7
Provision for income taxes	​	​	60.2	​	​	​	73.8	​	​	182.4	​	​	​	226.0
Net income including noncontrolling interest	​	​	352.0	​	​	​	328.6	​	​	839.4	​	​	​	838.7
Net income attributable to noncontrolling interest	​	​	4.9	​	​	​	4.1	​	​	12.1	​	​	​	9.8
Net income attributable to Ecolab	​	​	$347.1	​	​	​	$324.5	​	​	$827.3	​	​	​	$828.9
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Earnings attributable to Ecolab per common share	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Basic	​	​	$ 1.22	​	​	​	$ 1.13	​	​	$ 2.90	​	​	​	$ 2.90
Diluted	​	​	$ 1.21	​	​	​	$ 1.12	​	​	$ 2.88	​	​	​	$ 2.87
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Weighted-average common shares outstanding	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Basic	​		284.9	​	​	​	286.4			285.4	​	​	​	286.1
Diluted	​		286.3	​	​		289.2			287.0	​	​		289.0
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(a)	Cost of sales includes special (gains) and charges of $7.1 and $52.9 in the third quarter of 2022 and 2021, respectively, and $61.7 and $76.2 in the first nine months of 2022 and 2021, respectively, which is recorded in product and equipment cost of sales and service and lease cost of sales.

(b)	Other expense (income) includes special charges of $24.8 in the third quarter and first nine months of 2022 and $7.0 and $26.6 in the third quarter and first nine months of 2021, respectively.

(c)	Interest expense, net includes special charges of $32.3 in the third quarter and first nine months of 2021.

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The accompanying notes are an integral part of the consolidated financial statements.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Third Quarter Ended						​	Nine Months Ended
​	​	September 30						​	September 30
(millions)		2022				2021		​	2022				2021
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Net income including noncontrolling interest	​	​	$352.0	​	​	​	$328.6	​	​	$839.4	​	​	​	$838.7
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Other comprehensive income (loss), net of tax	​	​	​	​	​	​	​	​	​	​	​	​	​	​
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Foreign currency translation adjustments	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Foreign currency translation		​	(246.7)	​	​	​	(107.2)	​	​	(367.2)	​	​	​	60.9
Gain on net investment hedges		​	82.7	​	​	​	35.2	​	​	173.0	​	​	​	8.8
Total foreign currency translation adjustments		​	(164.0)	​	​	​	(72.0)	​		(194.2)	​	​		69.7
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Derivatives and hedging instruments		​	11.6	​	​	​	15.3	​	​	13.1	​	​	​	16.7
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Pension and postretirement benefits		​	(62.3)	​	​	​	33.4	​		(20.6)	​	​		172.7
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Subtotal		​	(214.7)	​	​	​	(23.3)	​		(201.7)	​	​		259.1
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Total comprehensive income, including noncontrolling interest		​	137.3	​	​	​	305.3	​		637.7	​	​		1,097.8
Comprehensive income attributable to noncontrolling interest		​	2.8	​	​	​	3.7	​	​	6.1	​	​	​	8.0
Comprehensive income attributable to Ecolab	​	​	$134.5	​	​	​	$301.6	​	​	$631.6	​	​	​	$1,089.8

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The accompanying notes are an integral part of the consolidated financial statements.

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CONSOLIDATED BALANCE SHEETS

(unaudited)

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​	​	September 30			​	December 31
(millions, except per share amounts)		2022			​	2021
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ASSETS	​	​	​	​	​	​	​
Current assets	​	​	​	​	​	​	​
Cash and cash equivalents	​	​	$112.9	​	​	​	$359.9
Accounts receivable, net

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The following management discussion and analysis (“MD&A”) provides information we believe is useful in understanding our operating results, cash flows and financial condition. We provide quantitative information about the material sales drivers including the impact of changes in volume and pricing and the effect of acquisitions and changes in foreign currency at the corporate and reportable segment level. We also provide quantitative information regarding special (gains) and charges, discrete tax items and other significant factors we believe are useful for understanding our results. Such quantitative drivers are supported by comments meant to be qualitative in nature. Qualitative factors are generally ordered based on estimated significance.

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The MD&A should be read in conjunction with both the unaudited consolidated financial information and related notes included in this Form 10-Q, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2021. This discussion contains various Non-GAAP Financial Measures and also contains various Forward-Looking Statements within the meaning of the Private Securities Litigation Reform Act of 1995. We refer readers to the statements entitled “Non-GAAP Financial Measures” and “Forward-Looking Statements” located at the end of Part I of this report.

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Comparability of Results

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Purolite Acquisition

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On December 1, 2021, we acquired Purolite Corporation (“Purolite”) for total consideration of $3.7 billion in cash. Purolite is a leading and fast-growing global provider of high-end ion exchange resins for the separation and purification of solutions for pharmaceutical and industrial applications. Headquartered in King of Prussia, Pennsylvania, Purolite operates in more than 30 countries. Purolite is reported within our Life Sciences operating segment. Acquisition and integration charges are recorded within special (gains) and charges. Amortization of acquisition-related intangible assets is recorded in the Corporate reportable segment.

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Impact of Acquisitions and Divestitures

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Acquisition adjusted growth rates exclude the results of our acquired businesses from the first twelve months post acquisition and the results of our divested businesses from the twelve months prior to divestiture. As part of the separation of ChampionX in 2020, we 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.

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Fixed Currency Foreign Exchange Rates

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Management evaluates the sales and operating income performance of our non-U.S. dollar functional currency international operations based on fixed currency exchange rates, which eliminate the impact of exchange rate fluctuations on our international operations. Fixed currency amounts are updated annually at the beginning of each year based on translation into U.S. dollars at foreign currency exchange rates established by management, with all periods presented using such rates. Public currency rate data provided within the “Segment Performance” section of this MD&A reflect amounts translated at actual public average rates of exchange prevailing during the corresponding period and is provided for informational purposes only.

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OVERVIEW OF THE THIRD QUARTER ENDED SEPTEMBER 30, 2022

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Sales Performance

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When comparing third quarter 2022 against third quarter 2021, sales performance was as follows:

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●	Reported net sales increased 10% to $3,669.3 million, fixed currency sales increased 16% and acquisition adjusted fixed currency sales increased 13%.

●	Fixed currency sales for our Global Industrial segment increased 16% to $1,816.7 million, as strong double-digit growth across all divisions was driven by accelerating total pricing and new business wins.

●	Fixed currency sales for our Global Institutional & Specialty segment increased 12% to $1,183.2 million. Continued double-digit growth in the Institutional division reflected accelerating total pricing and volume growth. Specialty sales showed good growth, driven by strong quickservice sales growth.

●	Fixed currency sales for our Global Healthcare & Life Sciences segment increased 34% to $375.5 million. Acquisition adjusted fixed currency sales were flat as growth in Life Sciences was offset by slightly lower Healthcare sales. Healthcare’s decline reflected accelerating total pricing that were offset by continued softness in Europe.

●	Fixed currency sales and acquisition adjusted fixed currency sales for Other increased 13% to $362.1 million reflecting double-digit growth in Pest Elimination, Textile Care and Colloidal Technologies.

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Financial Performance

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When comparing third quarter 2022 against third quarter 2021, our financial performance was as follows:

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●	Reported operating income increased 4% to $483 million. Excluding the impact of special (gains) and charges from both 2022 and 2021 reported results, adjusted operating income decreased 3% and our adjusted fixed currency operating income increased 2%.

●	Net income attributable to Ecolab increased 7% to $347.1 million. Excluding the impact of special (gains) and charges and discrete tax items from both 2022 and 2021 reported results, our adjusted net income attributable to Ecolab decreased 7%.

●	Reported diluted EPS increased 8% to $1.21. Excluding the impact of special (gains) and charges and discrete tax items from both 2022 and 2021 reported results, adjusted diluted EPS decreased 6% to $1.30 in the third quarter of 2022.

●	Our reported tax rate was 14.6% during the third quarter of 2022, compared to 18.3% during the third quarter of 2021. Excluding the tax rate impact of special (gains) and charges and discrete tax items from both 2022 and 2021 results, our adjusted tax rate was 18.3% during the third quarter of 2022, compared to 19.5% during the third quarter of 2021.

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RESULTS OF OPERATIONS

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Net Sales

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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Third Quarter Ended									​	​	Nine Months Ended
​	​	September 30									​	​	September 30
(millions)	​	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	​	​	​
Reported GAAP net sales	​	​	$3,669.3	​	​	​	$3,320.8	​	10	%	​	​	​	$10,516.6	​	​	​	$9,368.5	​	12	%
Effect of foreign currency translation	​		96.0	​	​	​	(64.1)	​	​	​	​	​		120.3	​	​	​	(210.9)	​	​	​
Non-GAAP fixed currency sales	​	​	$3,765.3	​	​	​	$3,256.7	​	16	%	​	​	​	**$10,636.9

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We use foreign currency forward contracts, interest rate swap agreements and foreign currency debt to manage risks associated with foreign currency exchange rates, interest rates and net investments in our foreign operations. We do not hold derivative financial instruments of a speculative nature or for trading purposes. For a more detailed discussion of derivative instruments, refer to Note 8, entitled “Derivatives and Hedging Transactions”, of the consolidated financial statements located under Part I, Item 1 of this quarterly report on Form 10-Q.

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As of September 30, 2022, we carried out an evaluation, under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our President and Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective.

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During the period July 1, 2022 through September 30, 2022, other than with respect to the Purolite acquisition, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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We are continuing our implementation of our enterprise resource planning (“ERP”) system upgrades, which are expected to occur in phases over the next several years. These upgrades, which include supply chain and certain finance functions, are expected to improve the efficiency of certain financial and related transactional processes. These upgrades of the ERP systems will affect the processes that constitute our internal control over financial reporting and will require testing for effectiveness.

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PART II - OTHER INFORMATION

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Item 1. Legal Proceedings

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Note 16, entitled “Commitments and Contingencies” located under Part I, Item 1 of this Form 10-Q is incorporated herein by reference.

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In our report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on February 25, 2022, we identify under Item 1A important factors which could affect our financial performance and could cause our actual results for future periods to differ materially from our anticipated results or other expectations, including those expressed in any forward-looking statements made in this Form 10-Q. See the section entitled Forward-Looking Statements located on page 49 of this Form 10-Q. We may also refer to such disclosure to identify factors that may cause results to differ from those expressed in other forward-looking statements made in oral presentations, including telephone conferences and/or webcasts open to the public.

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The discussion below provides updates and additions to the risk factors and should be read together with the full list of risk factors set forth in the Form 10-K.

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The COVID-19 pandemic and measures taken in response thereto have materially and adversely impacted, and we expect may continue to materially and adversely impact, our business and results of operations, and the full impact of the pandemic will depend on future developments, which are highly uncertain and cannot be predicted.

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Beginning in March 2020, the COVID-19 pandemic had a rapid and significant negative impact on the global economy, including a significant downturn in the foodservice, hospitality and travel industries. Measures taken to alleviate the pandemic (such as stay-at-home orders and other responsive measures) significantly impacted our restaurant and hospitality customers and negatively affected demand for our products and services in these segments, resulting in a material adverse effect on our business and results of operations. While many government restrictions in the U.S. have eased, restrictions on activities continue in many other regions, particularly those where vaccination rates lag, continuing to impact consumer activity in those regions. Concerns remain that our markets could see a resurgence of cases triggering additional government mandated lockdowns or similar restrictions on activity, for example due to the emergence of a variant against which existing vaccines are not as effective or which may be more easily transmitted, particularly to those unvaccinated. These conditions have had and will continue to have a negative impact on market conditions and customer demand throughout the world. In addition, the COVID-19 pandemic continues to have a material effect on the macroeconomic environment, including significant supply chain disruptions resulting from labor shortages, disruptions to logistics networks and capacity constraints, and there is continued uncertainty around its duration and ultimate impact.

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We expect the full impact of the COVID-19 pandemic, including the extent of its effect on our business, results of operations and financial condition, to be dictated by future developments which remain uncertain and cannot be predicted, such as the severity of the disease, the duration of the outbreak, the distribution, acceptance and efficacy of vaccines, the likelihood of a resurgence of the outbreak, including as a result of emerging variants, actions that may be taken by governmental authorities intended to minimize the spread of the pandemic or to stimulate the economy and other unintended consequences. In addition to the reduction in the demand for our products and services, the COVID-19 pandemic has had, and we expect will continue to have, certain negative impacts on our business, including, but not limited to, the following:

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	●	We rely on a global workforce and take measures to protect the health and safety of our employees, customers and others with whom we do business while continuing to effectively manage our employees and maintain business operations. We have taken additional measures and incurred additional expenses to protect the health and safety of our employees to comply with applicable government requirements and safety guidance. Additionally, our business operations may be disrupted if a

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		significant portion of our workforce is unable to work safely and effectively due to illness, quarantines, government actions or other restrictions or measures responsive to the pandemic, or if members of senior management or our Board of Directors are unable to perform their duties for an extended period of time. A significant outbreak in one of our manufacturing facilities could adversely impact our ability to make and ship products in a timely manner. Measures taken across our business operations to address health and safety may not be sufficient to prevent the spread of COVID-19 among our employee base, customers and others. Therefore, we could face operational disruptions and incur additional expenses, including devoting additional resources to assisting employees diagnosed with COVID-19 and further changing health and safety protocols and processes, that could adversely affect our business and results of operations.

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	●	A significant number of our employees, as well as customers and others with whom we do business, continue to work in remote or hybrid mode in response to the COVID-19 pandemic. Our business operations may be disrupted, and we may experience increased risk of adverse effects to our business, if our business operations are negatively impacted as a result of remote work arrangements, including due to cybersecurity risks or other disruption to our technology infrastructure. Further, if our key operating facilities experience closures or worker shortages as a result of COVID-19, whether temporary or sustained, our business operations could be significantly disrupted.

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	●	We are subject to the mandatory vaccination and workplace safety protocols of Executive Order 14042 issued on September 9, 2021 and subsequent guidance issued thereunder by the Safer Federal Workforce Task Force. The Executive Order is currently stayed pending judicial review. This mandate, if enforceable, applies broadly to require covered federal contractor employees on covered contracts, those who perform duties in connection with a covered contract, and those working at the same workplace as covered employees, to be fully vaccinated for COVID-19, except for those that are legally entitled to an accommodation under applicable law. We may similarly be required to flow-down our obligations to certain of our subcontractors and suppliers. If it survives court challenge, the guidance remains subject to the interpretation of various government agencies and other entities, and questions remain regarding the specific application of the Executive Order and related guidance. As a result, if our understanding of its application to our workforce differs from our federal customers’ interpretation, or, despite our strong employee vaccination efforts, enough of our covered employees are unwilling to comply with the mandate, we may experience increased costs, business disruptions and attrition as a result of the mandate. Additionally, we may be subject to potential breach of contract claims, loss of business and assessment of fines if we or our affected subcontractors and suppliers are not able to fully comply in the time frame provided or if such subcontractors and suppliers choose to terminate their contract rather than comply.

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	●	Cost management and various cost-containment actions implemented across our business in response to the COVID-19 pandemic could hinder execution of our business strategy, including the deferral of planned capital expenditures, and could adversely affect our business and results of operations.

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	●	We believe that we appropriately reserve for expected credit losses; however, we cannot be certain that loss or delay in the collection of accounts receivable will not have a material adverse effect on our results of operations and financial condition.

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Our results depend upon the continued vitality of the markets we serve.

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Economic downturns, and in particular downturns in our larger markets including the foodservice, hospitality, travel, health care, food processing, refining, pulp and paper, mining and steel industries, can adversely impact our customers. In particular, we expect a more challenging macroeconomic environment, especially in Europe, as the war and the energy crisis are having a significant impact on costs and demand. Additionally, the last two years we have experienced the negative impact of the COVID-19 pandemic on the demand for our products and services provided to customers in the full-service restaurant, hospitality, lodging and entertainment industries. In prior years, the weaker global economic environment has also negatively impacted certain of our end-markets. During these periods of weaker economic activity, our customers and potential customers may reduce or discontinue their volume of purchases of cleaning and sanitizing products and water treatment and process chemicals, which has had, and may continue to have, a material adverse effect on our business, financial condition, results of operation or cash flows.

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Our significant non-U.S. operations expose us to global economic, political and legal risks that could impact our profitability.

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We have significant operations outside the United States, including joint ventures and other alliances. We conduct business in approximately 170 countries and, in 2021, approximately 48% of our net sales originated outside the United States. There are inherent risks in our international operations, including:

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	●	exchange controls and currency restrictions;

	●	currency fluctuations and devaluations;

	●	tariffs and trade barriers;

	●	export duties and quotas;

	●	changes in the availability and pricing of raw materials, energy and utilities;

	●	changes in local economic conditions;

	●	changes in laws and regulations, including the imposition of economic or trade sanctions affecting international commercial transactions;

	●	impact from Brexit and the possibility of similar events in other EU member states;

	●	difficulties in managing international operations and the burden of complying with international and foreign laws;

	●	requirements to include local ownership or management in our business;

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	●	economic and business objectives that differ from those of our joint venture partners;

	●	exposure to possible expropriation, nationalization or other government actions;

	●	restrictions on our ability to repatriate dividends from our subsidiaries;

	●	unsettled political conditions, military action, civil unrest, acts of terrorism, force majeure, war or other armed conflict; and

	●	countries whose governments have been hostile to U.S.-based businesses.

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In light of Russia’s invasion of Ukraine and the United States’ and other countries’ sanctions against Russia, we announced in April 2022 that we will focus our Russian business on operations that are essential to life, providing minimal support for our healthcare, life sciences, food and beverage and certain water businesses. We may further narrow our presence in Russia depending on developments in the conflict or otherwise. Our Russian operations represented approximately 1% of our 2021 annual sales. In the first nine months of 2022, we recorded pre-tax charges of $13.1 million related to recoverability risk of certain assets in both Russia and Ukraine. Depending on developments, we may incur further charges relating to our Russia and Ukraine businesses. The conflict in Ukraine may escalate and/or expand in scope and the broader consequences of this conflict, which have included and/or may in the future include sanctions, embargoes, regional instability and geopolitical shifts; potential retaliatory action by the Russian government against companies, including us, such as nationalization of foreign businesses in Russia; and increased tensions between the United States and countries in which we operate cannot be predicted, nor can we predict the conflict’s impact on the global economy and on our business and financial results. The Russia and Ukraine conflict may also heighten many other risks disclosed in our report on Form 10-K, any of which could materially and adversely affect our business and financial results. Such risks include, but are not limited to, adverse effects on macroeconomic conditions, including increased inflation, constraints on the availability of commodities, supply chain disruption and decreased business spending; disruptions to our or our business partners’ global technology infrastructure, including through cyber-attack or cyber-intrusion; adverse changes in international trade policies and relations; claims, litigation and regulatory enforcement; our ability to implement and execute our business strategy; terrorist activities; our exposure to foreign currency fluctuations; reputational risk; and constraints, volatility, or disruption in the capital markets.

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Additionally, changes in U.S. or foreign government policy on international trade, including the imposition or continuation of tariffs, could materially and adversely affect our business. In 2018, the U.S. imposed tariffs on certain imports from China and other countries, resulting in retaliatory tariffs by China and other countries. While the U.S. and China signed a Phase One trade agreement in January 2020, which included the suspension and rollback of tariffs, the CHIPS and Science Act of 2022 with objectives including countering China’s technical ambitions was signed into law in August 2022. Any new tariffs or policies imposed by the U.S., China or other countries or any additional retaliatory measures by any of these countries, could increase our costs, reduce our sales and earnings or otherwise have an adverse effect on our operations.

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Further, our operations outside the United States require us to comply with a number of United States and non-U.S. laws and regulations, including anti-corruption laws such as the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act, as well as U.S. and non-U.S. economic sanctions regulations. We have internal policies and procedures relating to such laws and regulations; however, there is risk that such policies and procedures will not always protect us from the misconduct or reckless acts of employees or representatives, particularly in the case of recently acquired operations that may not have significant training in applicable compliance policies and procedures. Violations of such laws and regulations could result in disruptive investigations, significant fines and sanctions, which could have a material adverse effect on our consolidated results of operations, financial position or cash flows.

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Also, because of uncertainties regarding the interpretation and application of laws and regulations and the enforceability of intellectual property and contract rights, we face risks in some countries that our intellectual property rights and contract rights would not be enforced by local governments. We are also periodically faced with the risk of economic uncertainty, which has impacted our business in some countries. Other risks in international business also include difficulties in staffing and managing local operations, including managing credit risk to local customers and distributors.

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Our overall success as a global business depends, in part, upon our ability to succeed in differing economic, social, legal and political conditions. We may not continue to succeed in developing and implementing policies and strategies that are effective in each location where we do business, which could have a material adverse effect on our consolidated results of operations, financial position or cash flows.

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If we are unsuccessful in executing on key business initiatives, including restructurings and our Enterprise Resource Planning (“ERP”) system upgrades, our business could be materially and adversely affected.

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We continue to execute key business initiatives, including restructurings and investments to develop business systems, as part of our ongoing efforts to improve our efficiency and returns. In particular, we are currently undertaking the three restructuring plans, i.e., the Institutional Advancement Program, Accelerate 2020 and Europe Program, discussed under Note 2 entitled “Special (Gains) and Charges” of this Form 10-Q. Additionally, we are continuing implementation of our ERP system upgrades, which are expected to continue in phases over the next several years. These upgrades, which include sales, supply chain and certain finance functions, are expected to improve the efficiency of certain financial and related transactional processes. These upgrades involve complex business process design and a failure of certain of these processes could result in business disruption. If the projects in which we are investing or the initiatives which we are pursuing are not successfully executed, our consolidated results of operations, financial position or cash flows could materially and adversely be affected.

​

​

Changes in tax laws and unanticipated tax liabilities could materially and adversely affect the taxes we pay and our profitability.

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We are subject to income and other taxes in the United States and foreign jurisdictions, and our operations, plans and results are affected by tax and other initiatives around the world. In particular, we are affected by the impact of changes to tax laws or related authoritative interpretations in the United States, such as the Inflation Reduction Act signed into law on August 16, 2022, which includes a corporate alternative minimum tax on certain large corporations, incentives to address climate change mitigation and other non-income tax provisions, including an excise tax on the repurchase of corporate stock. We are also subject to changes in tax law outside the United States and actions taken with respect to tax-related matters by associations such as the Organization for Economic Co-operation and Development (“OECD”), which represents a coalition of member countries, and the European Commission which influence tax policies in countries where we operate. For example, approximately 140 countries have agreed to the OECD’s two-pillar base erosion and profit shifting project (“BEPS”). This framework, which could be implemented in some countries as early as 2023, is focused on a number of issues, including shifting taxing rights on income from residence countries to source countries and establishing a minimum 15% global tax rate. Some of the BEPS and related proposals, if enacted into law in the United States and in the foreign countries where we do business, could increase the burden and costs of our tax compliance, the amount of taxes we incur in those jurisdictions and our global effective tax rate. In addition, we are impacted by settlements of pending or any future adjustments proposed by the IRS or other taxing authorities in connection with our tax audits, all of which will depend on their timing, nature and scope. Increases in income tax rates, changes in income tax laws or unfavorable resolution of tax matters could have a material adverse impact on our financial results.

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Our indebtedness may limit our operations and our use of our cash flow, and any failure to comply with the covenants that apply to our indebtedness could materially and adversely affect our liquidity and financial statements.

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As of September 30, 2022, we had approximately $8.5 billion in outstanding indebtedness, with approximately $2.0 billion in the form of floating rate debt. Our debt level and related debt service obligations may have negative consequences, including:

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	●	requiring us to dedicate significant cash flow from operations to the payment of principal and interest on our debt, which reduces the funds we have available for other purposes such as acquisitions and capital investment;

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	●	reducing our flexibility in planning for or reacting to changes in our business and market conditions;

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	●	exposing us to interest rate risk since a portion of our debt obligations are at variable rates. For example, a one percentage point increase in the average interest rate on our floating rate debt at September 30, 2022 would increase future interest expense by approximately $20 million per year; and

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	●	increasing our cost of funds and materially and adversely affecting our liquidity and access to the capital markets should we fail to maintain the credit ratings assigned to us by independent rating agencies.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​		​	​	Number of shares	​	​	Maximum number of
​	​	Total	​	​	​		​	​	purchased as part	​	​	shares that may
​	​	number of	​	​	Average price		​	​	of publicly	​	​	yet be purchased
​	​	shares	​	​	paid per		​	​	announced plans	​	​	under the plans
Period	​	purchased	(1)​	​	share		(2)​	​	or programs	(3)​	​	or programs	(3)​
July 1-31, 2022		91,231	​	​	$	157.1576	​	​	89,600	​		3,573,597	​
August 1-31, 2022		49,344	​	​	​	166.2863	​	​	48,500	​		3,525,097	​
September 1-30, 2022		121,153	​	​	​	164.9311	​	​	120,800	​		3,404,297	​
Total		261,728	​		$	162.4770	​		258,900	​		3,404,297	​

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(1)	Includes 2,828 shares reacquired from employees and/or directors as swaps for the cost of stock options, or shares surrendered to satisfy minimum statutory tax obligations under our stock incentive plans.

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(2)	The average price paid per share includes brokerage commissions associated with publicly announced plan purchases plus the value of such other reacquired shares.

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(3)	As announced on February 24, 2015, our Board of Directors authorized the repurchase of up to 20,000,000 shares. Subject to market conditions, we expect to repurchase all shares under the open authorizations, for which no expiration date has been established, in open market or privately negotiated transactions, including pursuant to Rule 10b5-1.

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​

Item 3. Defaults Upon Senior Securities

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Not applicable.

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​

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Item 4. Mine Safety Disclosures

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Not applicable.

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​

​

Not applicable.

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​

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​	​		​
Exhibit No.		Document		Method of Filing
​		​
(a) ​		The following documents are filed as exhibits to this report: ​
(15.1) ​		Letter regarding unaudited interim financial information.		Filed herewith electronically.
(31.1) ​		Rule 13a - 14(a) CEO Certification.		Filed herewith electronically.
(31.2) ​		Rule 13a - 14(a) CFO Certification.		Filed herewith electronically.
(32.1) ​		Section 1350 CEO and CFO Certifications.		Filed herewith electronically.
(101.INS) ​		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. ​		Filed herewith electronically.
(101.SCH) ​		Inline XBRL Taxonomy Extension Schema.		Filed herewith electronically.
(101.CAL) ​		Inline XBRL Taxonomy Extension Calculation Linkbase.		Filed herewith electronically.
(101.DEF) ​		Inline XBRL Taxonomy Extension Definition Linkbase.		Filed herewith electronically.
(101.LAB) ​		Inline XBRL Taxonomy Extension Label Linkbase.		Filed herewith electronically.
(101.PRE) ​		Inline XBRL Taxonomy Extension Presentation Linkbase.		Filed herewith electronically.
(104)		Cover Page Interactive Data File.		Formatted as Inline XBRL and contained in Exhibit 101.

​

​

​

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SIGNATURE

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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 thereunto duly authorized.

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​		​
​	ECOLAB INC.
​		​
​	​	​
Date: November 4, 2022	By:	/s/ Jennifer J. Bradway	​
​	​	Jennifer J. Bradway
​	​	Senior Vice President and Corporate Controller
​	​	(duly authorized officer and
​	​	Chief Accounting Officer)

​

​