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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

to

Commission File No. 1-9328

ECOLAB INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)

1 Ecolab Place, St. Paul, Minnesota 55102 (Address of principal executive offices)(Zip Code)

1-800-232-6522 (Registrant's telephone number, including area code)

(Not applicable) (Former name, former address and former fiscal year,

if changed since last report)

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

41-0231510 (I.R.S. Employer Identification No.)

Title of each class

Common Stock, $1.00 par value 2.625% Euro Notes due 2025 1.000% Euro Notes due 2024

Trading symbol(s)

ECL ECL 25 ECL 24

Name of each exchange on which registered

New York Stock Exchange New York Stock Exchange New York Stock Exchange

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

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

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.

Large accelerated filer Non-accelerated filer

Accelerated filer Smaller reporting company 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.

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

The number of shares of each of the registrant's classes of Common Stock outstanding as of March 31, 2022: 285,655,167 shares, par value $1.00 per share.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

(millions, except per share amounts)

Product and equipment sales Service and lease sales Net sales Product and equipment cost of sales Service and lease cost of sales Cost of sales (including special charges (a)) Selling, general and administrative expenses Special (gains) and charges Operating income Other (income) expense Interest expense, net Income before income taxes Provision for income taxes Net income including noncontrolling interest Net income attributable to noncontrolling interest Net income attributable to Ecolab

Earnings attributable to Ecolab per common share Basic Diluted

Weighted-average common shares outstanding Basic Diluted

First Quarter Ended

March 31

2022

2021

$2,624.1 642.6

3,266.7 1,695.6

377.8 2,073.4

914.7 24.1

254.5 (18.8) 53.0 220.3 45.6 174.7

2.8 $171.9

$2,293.4 591.6

2,885.0 1,362.9

349.1 1,712.0

862.9 12.8

297.3 (17.0) 51.7 262.6 66.1 196.5

2.9 $193.6

$ 0.60 $ 0.60

286.2 288.1

$ 0.68 $ 0.67

286.0 288.8

(a) Cost of sales includes special (gains) and charges of $52.9 and $19.6 in the first quarter of 2022 and 2021, respectively, which is recorded in product and equipment cost of sales and service and lease cost of sales.

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

2

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

(millions) Net income including noncontrolling interest Other comprehensive income (loss), net of tax

Foreign currency translation adjustments Foreign currency translation Gain (loss) on net investment hedges

Total foreign currency translation adjustments Derivatives and hedging instruments Pension and postretirement benefits

Settlement charge Amortization of net actuarial loss and prior period service credits, net Total pension and postretirement benefits Subtotal Total comprehensive income, including noncontrolling interest Comprehensive income attributable to noncontrolling interest Comprehensive income attributable to Ecolab

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

3

First Quarter Ended

March 31

2022

2021

$174.7

$196.5

42.2 18.9 61.1

(4.6)

0.8 12.9 13.7

70.2

244.9 1.8

$243.1

84.9 (12.2) 72.7

0.6

5.9 5.9

79.2

275.7 2.2

$273.5

CONSOLIDATED BALANCE SHEETS

(unaudited)

(millions, except per share amounts)

March 31 2022

December 31 2021

ASSETS Current assets

Cash and cash equivalents Accounts receivable, net Inventories Other current assets

Total current assets Property, plant and equipment, net Goodwill Other intangible assets, net Operating lease assets Other assets

Total assets

$99.4 2,508.2 1,589.9

407.0

4,604.5 3,285.7 8,081.0 4,138.3

385.8 571.9

$21,067.2

$359.9 2,478.4 1,491.8

357.0

4,687.1 3,288.5 8,063.9 4,224.1

396.8 546.0

$21,206.4

LIABILITIES AND EQUITY Current liabilities

Short-term debt Accounts payable Compensation and benefits Income taxes Other current liabilities

Total current liabilities Long-term debt Postretirement health care and pension benefits Deferred income taxes Operating lease liabilities Other liabilities

Total liabilities Commitments and contingencies (Note 16)

$493.1 1,423.9

469.6 108.6 1,136.1

3,631.3 8,267.2

874.5 619.2 275.2 294.7

13,962.1

$411.0 1,384.2

509.5 104.3 1,144.2

3,553.2 8,347.2

894.2 622.0 282.6 254.1

13,953.3

Equity (a) Common stock Additional paid-in capital Retained earnings Accumulated other comprehensive loss Treasury stock

Total Ecolab shareholders' equity Noncontrolling interest

Total equity

Total liabilities and equity

364.5 6,501.5 8,840.4 (1,563.6) (7,061.2)

7,081.6 23.5

7,105.1

$21,067.2

364.1 6,464.6 8,814.5 (1,634.8) (6,784.2)

7,224.2 28.9

7,253.1

$21,206.4

(a) Common stock, 800.0 shares authorized, $1.00 par value per share, 285.7 shares outstanding at March 31, 2022 and 286.9 shares outstanding at December 31, 2021. Shares outstanding are net of treasury stock.

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

4

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(millions)

OPERATING ACTIVITIES Net income including noncontrolling interest Adjustments to reconcile net income to cash provided by operating activities:

Depreciation Amortization Deferred income taxes Share-based compensation expense Pension and postretirement plan contributions Pension and postretirement plan (income) expense, net Restructuring charges, net of cash paid Other, net Changes in operating assets and liabilities, net of effect of acquisitions:

Accounts receivable Inventories Other assets Accounts payable Other liabilities Cash provided by operating activities

INVESTING ACTIVITIES Capital expenditures Property and other assets sold Acquisitions and investments in affiliates, net of cash acquired Other, net Cash used for investing activities

FINANCING ACTIVITIES Net issuances of commercial paper and notes payable Reacquired shares Dividends paid Exercise of employee stock options Other, net Cash used for financing activities

Effect of exchange rate changes on cash and cash equivalents

Decrease in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period

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

5

First Quarter Ended

March 31

2022

2021

$174.7

155.2 79.5 (15.7) 28.2 (17.3) (0.8) (9.0) -

(29.6) (94.8) (127.2) 25.5

1.4 170.1

$196.5

150.7 64.5 42.9 31.3 (21.6) 1.9 (4.8) 4.4

23.6 (45.9) (35.3) (44.6) (68.3) 295.3

(148.7) 0.3 -

19.2

(129.2)

(102.1) 0.1

(88.0) (2.4)

(192.4)

82.1 (262.1) (154.0)

9.2 19.5 (305.3)

3.9

(260.5) 359.9 $99.4

5.8 (61.8) (146.7) 20.1

(0.5) (183.1)

9.5

(70.7) 1,260.2 $1,189.5

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