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 2, 2015

ECOLAB INC.

(Exact name of registrant as specified in its charter)

Delaware		1-9328		41-0231510
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

370 Wabasha Street North, 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):

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

On November 2, 2015, Ecolab Inc. (“Ecolab”) announced earnings for the third quarter ended September 30, 2015. 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), (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), and (iii) Supplemental Discussion and related materials to be used in such conference call is furnished and attached as Exhibit (99.3), each of which is incorporated by reference herein. Ecolab also will publish the attached exhibits on its website located at www.ecolab.com.

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.

(99.1) Ecolab Inc. News Release dated November 2, 2015.

(99.2) Supplemental Data for Third Quarter dated November 2, 2015.

(99.3) Supplemental Discussion for Third Quarter dated November 2, 2015.

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 2, 2015	By:	/s/ David F. Duvick
		David F. Duvick
		Assistant Secretary

EXHIBIT INDEX

Exhibit No.	Description	Method Of Filing

(99.1)	Ecolab Inc. News Release dated November 2, 2015.	Furnished herewith electronically.

(99.2)	Supplemental Data for Third Quarter dated November 2, 2015.	Furnished herewith electronically.

(99.3)	Supplemental Discussion for Third Quarter dated November 2, 2015.	Furnished herewith electronically.

Exhibit 99.1

News Release

Ecolab Inc.

370 Wabasha Street North

St. Paul, Minnesota 55102

FOR IMMEDIATE RELEASE

Michael J. Monahan	(651) 250-2809
Lisa L. Curran	(651) 250-2185

ECOLAB REPORTS THIRD QUARTER DILUTED EPS $0.86
ADJUSTED DILUTED EPS +6% TO $1.28

2015 full-year adjusted EPS forecast range revised to $4.35 to $4.45, +4% to 6%, from
prior $4.45 to $4.60 range

HIGHLIGHTS:

· Diluted EPS $0.86; includes a charge for the devaluation of the remaining Venezuelan bolivar business

· Adjusted EPS $1.28, +6%, excluding special gains and charges and discrete tax items, as growth, raw material and other cost savings, synergies, and lower tax rate and shares more than offset $0.11 per share in currency translation and pension headwinds

· Reported sales -7%; acquisition adjusted fixed currency sales flat, with mid-single digit growth from the Global Institutional, Global Industrial and Other segments, and regional growth led by Latin America and Europe

· Strong cash from operations +22% YTD vs. last year

· Full year adjusted diluted EPS forecast revised, primarily reflecting unfavorable currency including the Venezuela devaluation, short term M&A dilution and lower Energy

	Third Quarter Ended Sept 30
	(unaudited)
	Reported					Adjusted*
	Third Quarter				%	Third Quarter				%
(Millions, except per share)	2015		2014		change	2015		2014		change

Net Sales	$	3,446.4	$	3,694.9	-7%	$	3,446.4	$	3,694.9	-7%
Operating Income	413.0		571.4		-28%	579.5		579.2		0%
Net Income Attributable to Ecolab	257.8		364.9		-29%	384.0		368.7		4%

Diluted Net Income Per Share	$	0.86	$	1.19	-28%	$	1.28	$	1.21	6%

* Operating income is adjusted for special gains and charges; net income and diluted net income per share are adjusted for special gains and charges and discrete tax items.

ST. PAUL, Minn., Nov 2, 2015: Ecolab Inc. delivered strong Global Institutional, Global Industrial and Other segment results in the third quarter, which more than offset lower Global Energy results and substantial currency and pension headwinds to yield 6% adjusted earnings per share growth versus the year-ago period.

Ecolab also revised its adjusted EPS forecast for the full year 2015 to $4.35 to $4.45 from the prior $4.45 to $4.60 range primarily due to worsening currency impacts. This represents a 4% to 6% increase over the adjusted $4.18 earned last year.

CEO comment

Douglas M. Baker, Jr., Ecolab chairman and chief executive officer, commented on the outlook, saying, “Our businesses continue to perform well, and our Global Institutional, Global Industrial and Other segments are expected to more than offset Global Energy’s fourth quarter results, which are improving but still behind last year. We expect our fourth quarter will represent our strongest business results in 2015 despite the continued decline in energy and emerging markets over the recent months. However, worsening currency headwinds, including the devaluation of our Venezuelan Energy bolivar business and a short term unfavorable impact from acquisitions, cause us to lower our full year outlook. We now expect full year adjusted EPS in the $4.35 to $4.45 range, up 4% to 6%.

“In spite of the current currency noise, our business continues to deliver and our opportunities remain abundant. We are a leader in the huge and essential global markets for food, water, energy and healthcare, all of which offer compelling long term growth potential. We have great technology and a great culture that emphasizes growth and customer service. We continue to aggressively drive our business, making the right investments for long term growth, and remain committed to our long term financial goals of 15% adjusted EPS growth, 20% operating margins and 20% ROIC. This year has held many external challenges, but our focus on the fundamentals enabled us to deliver very strong underlying results again in 2015. As we move towards 2016 we will continue to refine our plans to deliver even better results next year.”

Quarter overview

	Third Quarter Ended Sept 30
	(unaudited)
	Reported				%	Adjusted Fixed Currency*				%
(Millions)	2015		2014		Change	2015		2014		Change
Net Sales	$	3,446.4	$	3,694.9	-7%	$	3,535.9	$	3,517.3	1%
Operating Income	413.0		571.4		-28%	591.4		554.7		7%

* Operating income is adjusted for special gains and charges

Ecolab’s reported sales declined 7% to $3.4 billion in the third quarter of 2015. Fixed currency sales rose 1% and acquisition adjusted fixed currency sales were flat.

Third quarter 2015 reported operating income decreased 28% to $413 million. Both reported third quarter 2015 and 2014 results include special gains and charges. Excluding special gains and charges, third quarter 2015 adjusted operating income of $580 million was flat when compared with third quarter 2014 adjusted operating income. Excluding special gains and charges and at fixed currency rates, third quarter 2015 adjusted fixed currency operating income of $591 million increased 7% when compared with third quarter 2014 adjusted fixed currency operating income.

Third quarter 2015 reported net income attributable to Ecolab decreased 29% to $258 million, representing $0.86 per diluted share. Excluding special gains and charges and discrete tax items, third quarter 2015 adjusted net income attributable to Ecolab increased 4% to $384 million, and adjusted diluted earnings per share increased 6% to $1.28, when compared with third quarter 2014 adjusted diluted earnings per share of $1.21. Currency translation had a negative impact of $0.09 per share on reported and adjusted diluted earnings per share in the third quarter of 2015. Initial dilution from acquisitions was $0.01 per share in the quarter.

Venezuela devaluation and special charge

Our third quarter 2015 Consolidated Balance Sheet reflects the remeasurement of our Venezuelan Food & Beverage and Institutional net assets and the bolivar portion of our Venezuelan Energy net assets at the floating Marginal Currency System (SIMADI)

exchange rate. As of the end of the third quarter of 2015, we believe that the SIMADI rate better represents the economics of our bolivar operations in Venezuela. The remeasurement of the corresponding net assets resulted in a third quarter special charge of approximately $125 million, reflected in the Corporate segment.

The impact of reflecting the third quarter 2015 bolivar income earned at SIMADI was not material to our Food & Beverage, Institutional and Energy operating units. We expect a $0.02 unfavorable impact to fourth quarter adjusted earnings per share from Energy’s bolivar income being reflected at SIMADI, and $0.03 when all division impacts are included.

Segment review

Third quarter 2015 sales for the Global Industrial segment, when measured at fixed currency rates, rose 7% to $1,268 million and fixed currency operating income increased 21% to $201 million. Acquisition adjusted fixed currency sales rose 4%, led by Food & Beverage; acquisition adjusted fixed currency operating income increased 20%. Regionally, Latin America and Asia Pacific enjoyed strong sales growth, with good gains in North America, Europe and Middle East & Africa (MEA). When measured at public currency rates, Global Industrial sales were $1,226 million and operating income was $194 million.

Third quarter 2015 sales for the Global Institutional segment, when measured at fixed currency rates, rose 5% to $1,139 million, led by good Institutional and Specialty sales growth. Fixed currency operating income increased 14% to $264 million compared with last year. Sales for the segment showed good growth in Asia Pacific, MEA, Latin America, and North America, with moderate gains in Europe. When measured at public currency rates, Global Institutional sales were $1,116 million and operating income was $261 million.

Global Energy segment sales, when measured at fixed currency rates, decreased 12% to $927 million in the third quarter 2015 as growth in the downstream business was more than offset by a decline in the upstream business. Fixed currency operating income decreased 21% to $133 million. When measured at public currency rates,

Global Energy sales were $905 million and operating income was $130 million.

Other segment sales, when measured at fixed currency rates, increased 5% to $202 million in the third quarter. Fixed currency operating income increased 16% to $38 million. Acquisition adjusted fixed currency sales and acquisition adjusted fixed currency operating income increased 6% and 17%, respectively. When measured at public currency rates, Other segment sales were $199 million and operating income was $38 million.

The Corporate segment includes amortization expense of $44 million in the third quarter of both 2015 and 2014 related to the Nalco merger intangible assets. The Corporate segment also includes special gains and charges. Total special gains and charges for the third quarter of 2015, including the non-controlling interest impact of $11 million, were a net charge of $155 million ($145 million after-tax) and primarily consisted of an approximate $125 million charge related to the devaluation of a portion of our Venezuelan net assets. The remainder of the special gains and charges consisted primarily of restructuring costs, wage-hour litigation-related charges and Champion integration costs. Special gains and charges for the third quarter of 2014 were a net charge of $8 million ($6 million after-tax).

The reported income tax rate for the third quarter 2015 was 29.6%, compared with the reported rate of 27.3% in the third quarter 2014. Excluding the tax rate impact of special gains and charges and discrete tax items, the adjusted tax rate was 25.8% in the third quarter 2015, compared with 27.7% for the same period last year. The improved adjusted tax rate was the result of global tax planning strategies and favorable geographic income mix.

Business Outlook

2015

Ecolab now expects its 2015 full-year adjusted earnings per share to be in the $4.35 to $4.45 range, representing a 4% to 6% increase over the prior year. Previously, the 2015 full-year adjusted earnings per share forecast range was $4.45 to $4.60.

When compared with our 2014 performance, we expect mid-single digit fixed currency sales growth with improved growth in our Global Institutional, Global Industrial and Other segments and a high-single digit decline in our Global Energy segment. We look for improved adjusted gross margin, with a comparable selling, general and administrative (SG&A) ratio to sales, slightly lower interest expense and a favorable adjusted tax rate versus 2014. Pension expense is expected to be an unfavorable $0.09 per share in 2015. We expect a lower number of shares outstanding for the full year. The impact from foreign currency is expected to have an unfavorable impact on sales of approximately six percentage points, and be unfavorable to earnings per share growth by approximately $0.33, or 8%, including a $0.03 impact to adjusted earnings per share from the Venezuelan devaluation.

Net, we expect modest fixed currency sales growth driven by good new business gains, product innovation, raw material and other cost efficiency savings, merger synergies, lower variable compensation, and a lower tax rate and share count to yield attractive growth, more than offsetting impacts from substantially unfavorable currency exchange and pension expense, and produce another superior full-year adjusted earnings per share increase in 2015. Please note our tax rate forecast for the full year assumes passage of the R&D tax credit before year end.

When compared with our prior forecast, we expect unfavorable impacts to adjusted earnings per share from currency exchange of $0.07 (primarily reflecting Brazilian real transactional losses which we do not expect to recover through pricing activity this year and the Venezuelan Energy devaluation impact of $0.02 to adjusted earnings per share) and initial acquisition dilution of $0.02.

Our detailed outlook for the full year 2015 is as follows:

Adjusted Gross Margin, excluding special gains and charges		approx. 47%
SG&A % of Sales		approx. 32%
Interest expense, net		$240 million to $250 million
Adjusted tax rate		approx. 26%
Adjusted EPS, excluding special gains and charges		$4.35 - $4.45
Diluted shares		approx. 301 million

We expect special gains and charges and quantifiable discrete tax items for the full-year 2015 to be a net charge of approximately $0.65 per share, primarily driven by the Venezuelan devaluation charges taken in the second and third quarters, restructuring charges, Champion integration costs, wage-hour litigation-related charges, other charges, discrete tax items recorded to date and expected discrete tax items. Amounts do not reflect the impact of other future discrete tax items that are not currently quantifiable, or the impact of potential additional Venezuela charges.

2015 — Fourth Quarter

Ecolab expects fourth quarter adjusted earnings per share in the $1.20 to $1.30 range, flat to an 8% increase above adjusted earnings per share of $1.20 a year ago.

When compared to last year’s fourth quarter, currency and pension are expected to have a combined negative impact of $0.16 per share in the fourth quarter 2015, or approximately 13% of earnings growth, including a $0.03 impact to adjusted earnings per share from the Venezuelan devaluation. In addition, initial dilution from acquisitions causes an additional headwind of $0.01 to fourth quarter earnings per share growth. Please note our tax rate forecast for the fourth quarter assumes passage of the R&D tax credit before year end.

As mentioned in the full year outlook, when compared with our previous expectations, we expect fourth quarter forecasted adjusted earnings per share to be unfavorably impacted by currency (including transaction losses and the Venezuelan devaluation impact to adjusted earnings per share) and initial dilution from acquisitions.

Our detailed outlook for the fourth quarter 2015 is as follows:

Adjusted Gross Margin, excluding special gains and charges		47% - 48%
SG&A % of Sales		approx. 31%
Interest expense, net		approx. $60 million
Adjusted tax rate		approx. 25%
Adjusted EPS, excluding special gains and charges		$1.20 - $1.30
Diluted shares		approx. 300 million

We expect special gains and charges and quantifiable discrete tax items for the fourth

quarter of 2015 to be a net charge of approximately $0.10 per share, including restructuring charges, integration costs and expected discrete tax benefits. Amounts do not reflect the impact of other future discrete tax items that are not currently quantifiable, or the impact of potential additional Venezuela charges.

Reported fourth quarter 2014 diluted earnings per share of $1.10 included special gains and charges and discrete tax items. Excluding these items, fourth quarter 2014 adjusted diluted earnings per share were $1.20.

About Ecolab

A trusted partner at more than one million customer locations, Ecolab (ECL) is the global leader in water, hygiene and energy technologies and services that protect people and vital resources. With 2014 sales of $14 billion and 47,000 associates, Ecolab delivers comprehensive solutions and on-site service to promote safe food, maintain clean environments, optimize water and energy use and improve operational efficiencies for customers in the food, healthcare, energy, hospitality and industrial markets in more than 170 countries around the world. For more Ecolab news and information, visit www.ecolab.com.

Ecolab will host a live webcast to review the third quarter earnings announcement and earnings guidance today at 1:00 p.m. Eastern Time. The webcast, along with related presentation slides, 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. Listening to the webcast requires Internet access, the Windows Media Player or other compatible streaming media player.

Cautionary Statements Regarding Forward-Looking Information

This communication 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 our financial and business performance and prospects, including forecasted 2015 fourth quarter and full-year financial and business results, including sales growth, adjusted gross margin, SG&A ratios to sales, interest expense, adjusted tax rate, adjusted earnings per share and diluted shares outstanding; pension expense; impact from oil prices; foreign currency translation and the transaction impact of foreign currency; the Venezuelan bolivar exchange rate; initial dilution from acquisitions including the Swisher acquisition; special gains and charges, including restructuring charges, integration costs and quantifiable discrete tax items; raw material and other cost savings; merger synergies; and variable compensation. 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 communication. In particular, the ultimate results of any restructuring, integration and business improvement actions, including cost synergies, 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 our other public filings with the Securities and Exchange Commission (the “SEC”) and include the vitality of the markets we serve, including the impact of oil price fluctuations on the markets served by our Global Energy segment; the impact of economic factors such as the worldwide economy, capital flows, interest rates and foreign currency risk, including potential impairment of remaining assets in Venezuela and reduced sales and earnings in other countries resulting from the weakening of local currencies versus the U.S. dollar; our ability to attract and retain high caliber management talent to lead our business; our ability to execute key business initiatives; potential information technology infrastructure failures; exposure to global economic, political and legal risks related to our international

operations including with respect to our operations in Russia; 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; the occurrence of litigation or claims, including related to the Deepwater Horizon oil spill; our ability to develop competitive advantages through innovation; difficulty in procuring raw materials or fluctuations in raw material costs; our substantial indebtedness; our ability to acquire complementary businesses and to effectively integrate such businesses; restraints on pricing flexibility due to contractual obligations; pressure on operations from consolidation of customers, vendors or competitors; public health epidemics; potential losses arising from the impairment of goodwill or other assets; potential loss of deferred tax assets; potential chemical spill or release; potential class action lawsuits; the loss or insolvency of a major customer or distributor; acts of war or terrorism; natural or man-made disasters; water shortages; severe weather conditions; 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 communication 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). These non-GAAP financial measures include fixed currency sales, acquisition adjusted fixed currency sales, adjusted gross margins, fixed currency operating income, adjusted operating income, adjusted fixed currency operating income, adjusted tax rate, adjusted net income and 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.

We include in special gains and charges items that are unusual in nature, and significant in amount. In order to better allow investors to compare underlying business performance period-to-period, we provide adjusted gross margin, adjusted operating income, adjusted fixed currency operating income, adjusted net income and adjusted diluted earnings per share, which excludes special gains and charges and discrete tax items.

The adjusted effective tax rate measure promotes period-to-period comparability of the underlying effective tax rate because it excludes the tax rate impact of special gains and charges and discrete tax items which do not necessarily reflect costs associated with historical trends or expected future results.

We evaluate the performance of our international operations based on fixed currency rates of foreign exchange. Fixed currency sales, acquisition adjusted fixed currency sales, fixed currency operating income and adjusted fixed currency operating income measures eliminate the impact of exchange rate fluctuations on our international sales, acquisition adjusted sales, operating income and adjusted operating income, respectively, and promote a better understanding of our sales and operating income trends from underlying business performance. 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 2015.

Acquisition adjusted growth rates generally 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.

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. A reconciliation of reported diluted earnings per

share to adjusted diluted earnings per share is provided in the table “Supplemental Diluted Earnings per Share Information” included in this news release.

###

(ECL-E)

ECOLAB INC.

CONSOLIDATED STATEMENT OF INCOME

THIRD QUARTER & NINE MONTHS ENDED SEPTEMBER 30

(unaudited)

		Third Quarter Ended							Nine Months Ended
		September 30						%	September 30						%
(millions, except per share)		2015			2014			Change	2015			2014			Change

Net sales		$	3,446.4		$	3,694.9		-7%	$	10,133.1		$	10,599.7		-4%

Cost of sales (1)		1,820.0			1,970.6			-8%	5,391.8			5,699.2			-5%
Selling, general and administrative expenses		1,070.7			1,145.9			-7%	3,286.7			3,435.5			-4%
Special (gains) and charges (1)		142.7			7.0				216.1			30.5
Operating income		413.0			571.4			-28%	1,238.5			1,434.5			-14%
Interest expense, net		57.6			63.3			-9%	181.3			194.6			-7%
Income before income taxes		355.4			508.1			-30%	1,057.2			1,239.9			-15%
Provision for income taxes		105.3			138.7			-24%	262.9			361.0			-27%
Net income including noncontrolling interest		250.1			369.4			-32%	794.3			878.9			-10%
Less: Net income attributable to noncontrolling interest		(7.7		)	4.5				1.1			11.6
Net income attributable to Ecolab		$	257.8		$	364.9		-29%	$	793.2		$	867.3		-9%

Earnings attributable to Ecolab per common share
	Basic	$	0.87		$	1.22		-29%	$	2.67		$	2.89		-8%
	Diluted	$	0.86		$	1.19		-28%	$	2.63		$	2.83		-7%

Weighted-average common shares outstanding
	Basic	295.2			300.0			-2%	296.5			300.1			-1%
	Diluted	300.0			305.7			-2%	301.5			306.0			-1%


(1) Special (gains) and charges in the Consolidated Statement of Income above include the following:

	(millions)	2015			2014				2015			2014

	Cost of sales
	Restructuring charges	$	—		$	0.4			$	2.2		$	7.5
	Recognition of inventory fair value step-up	—			0.4				—			0.4
	Venezuela currency devaluation	23.8			—				33.2			—
	Subtotal	23.8			0.8				35.4			7.9

	Special (gains) and charges
	Restructuring charges	12.1			6.3				33.1			34.9
	Champion acquisition and integration costs	3.9			4.1				13.4			15.8
	Nalco merger and integration costs	0.8			2.0				1.5			4.8
	Venezuela currency devaluation	111.9			—				132.7			—
	Loss on sale of business, litigation related charges and other settlements	14.0			(5.4		)		35.4			(25.0		)
	Subtotal	142.7			7.0				216.1			30.5

	Operating income subtotal	166.5			7.8				251.5			38.4

	Net income attributable to noncontrolling interest Venezuela currency devaluation	(11.1		)	—				(11.1		)	—

	Total special (gains) and charges	$	155.4		$	7.8			$	240.4		$	38.4

ECOLAB INC.

REPORTABLE SEGMENT INFORMATION

THIRD QUARTER & NINE MONTHS ENDED SEPTEMBER 30

(unaudited)

	Third Quarter Ended							Nine Months Ended
	September 30							September 30
(millions)	2015			2014			% Change	2015			2014			% Change

Net Sales
Global Industrial	$	1,268.0		$	1,183.9		7%	$	3,593.1		$	3,408.5		5%
Global Institutional	1,139.4			1,085.9			5%	3,257.0			3,080.3			6%
Global Energy	926.8			1,055.7			-12%	2,873.5			3,043.5			-6%
Other	201.7			191.8			5%	575.2			546.2			5%
Subtotal at fixed currency rates	3,535.9			3,517.3			1%	10,298.8			10,078.5			2%
Currency impact	(89.5		)	177.6				(165.7		)	521.2
Consolidated	$	3,446.4		$	3,694.9		-7%	$	10,133.1		$	10,599.7		-4%

Operating Income
Global Industrial	$	200.5		$	165.3		21%	$	483.6		$	429.7		13%
Global Institutional	263.5			231.7			14%	667.7			577.7			16%
Global Energy	133.4			168.8			-21%	396.7			448.8			-12%
Other	38.1			32.8			16%	94.5			83.9			13%
Corporate	(210.6		)	(51.7		)		(383.6		)	(170.2		)
Subtotal at fixed currency rates	424.9			546.9			-22%	1,258.9			1,369.9			-8%
Currency impact	(11.9		)	24.5				(20.4		)	64.6
Consolidated	$	413.0		$	571.4		-28%	$	1,238.5		$	1,434.5		-14%

Note:

The Corporate segment includes amortization from the Nalco merger intangible assets.

The Corporate segment also includes special (gains) and charges reported on the Consolidated Statement of Income.

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. The difference between the fixed currency exchange rates and the actual currency exchange rates is reported as “currency impact” in the above tables.

ECOLAB INC.

CONSOLIDATED BALANCE SHEET

(unaudited)

	September 30			December 31			September 30
(millions)	2015			2014			2014

Assets
Current assets
Cash and cash equivalents	$	184.8		$	209.6		$	197.8
Accounts receivable, net	2,450.0			2,626.7			2,694.4
Inventories	1,439.2			1,466.9			1,464.4
Deferred income taxes	235.0			183.2			166.1
Other current assets	333.4			366.6			349.1
Total current assets	4,642.4			4,853.0			4,871.8

Property, plant and equipment, net	3,212.2			3,050.6			2,978.5
Goodwill	6,499.2			6,717.0			6,849.1
Other intangible assets, net	4,172.4			4,456.8			4,583.1
Other assets	357.1			350.0			380.4

Total assets	$	18,883.3		$	19,427.4		$	19,662.9

Liabilities and Equity
Current liabilities
Short-term debt	$	1,009.1		$	1,704.8		$	1,921.7
Accounts payable	1,034.5			1,162.4			1,047.3
Compensation and benefits	465.1			560.4			547.1
Income taxes	103.6			88.6			81.9
Other current liabilities	944.3			851.7			855.9
Total current liabilities	3,556.6			4,367.9			4,453.9

Long-term debt	5,753.7			4,843.4			4,852.2
Postretirement health care and pension benefits	1,146.8			1,188.5			785.0
Other liabilities	1,583.6			1,645.5			1,805.5
Total liabilities	12,040.7			12,045.3			11,896.6

Equity
Common stock	349.5			347.7			347.2
Additional paid-in capital	5,022.8			4,874.5			4,832.6
Retained earnings	6,055.0			5,555.1			5,318.7
Accumulated other comprehensive loss	(1,404.6		)	(951.9		)	(377.3		)
Treasury stock	(3,239.5		)	(2,509.5		)	(2,423.3		)
Total Ecolab shareholders’ equity	6,783.2			7,315.9			7,697.9
Noncontrolling interest	59.4			66.2			68.4
Total equity	6,842.6			7,382.1			7,766.3

Total liabilities and equity	$	18,883.3		$	19,427.4		$	19,662.9

Note:

During the first quarter of 2015, we changed our accounting policy for presenting derivatives subject to master netting arrangements with the same counterparties within our Consolidated Balance Sheet. We previously presented all derivative positions on a gross basis and began presenting derivatives subject to master netting arrangements with the same counterparties on a net basis during the first quarter of 2015. We reclassified the presentation of derivatives subject to master netting arrangements with the same counterparty as of December 31, 2014 to conform to the new accounting policy which resulted in a reduction in other current assets and other current liabilities of $18.1 million. The immaterial reclassification had no impact on previously reported earnings or cash flows.

During the third quarter of 2015, we early-adopted the updated accounting guidance related to simplifying the presentation of debt issue costs, using the retrospective application method. We updated our Consolidated Balance Sheet for prior periods to reflect the changes, resulting in reductions as of December 31, 2014 to other assets, short-term debt and long-term debt of $21.2 million, $0.6 million and $20.6 million, respectively and reductions as of September 30, 2014 to other assets, short-term debt and long-term debt of $22.9 million, $1.1 million and $21.8 million, respectively. The updated guidance had no impact on previously reported earnings or consolidated cash flows.

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
	2014		2014			2014		2014			2014		2014			2014
Diluted earnings per share, as reported (U.S. GAAP)	$	0.62	$	1.02		$	1.64	$	1.19		$	2.83	$	1.10		$	3.93

Adjustments:
Special (gains) and charges (1)	0.09		(0.02		)	0.07		0.02			0.09		0.11			0.20
Tax expense (benefits) (2)	0.03		0.03			0.06		(0.01		)	0.05		(0.01		)	0.04

Adjusted diluted earnings per share (Non-GAAP)	$	0.74	$	1.03		$	1.77	$	1.21		$	2.98	$	1.20		$	4.18

	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
	2015		2015			2015			2015			2015			2015	2015
Diluted earnings per share, as reported (U.S. GAAP)	$	0.77	$	1.00		$	1.77		$	0.86		$	2.63

Adjustments:
Special (gains) and charges (3)	0.02		0.20			0.22			0.48			0.70
Tax expense (benefits) (4)	0.01		(0.13		)	(0.12		)	(0.06		)	(0.19		)

Adjusted diluted earnings per share (Non-GAAP)	$	0.80	$	1.08		$	1.87		$	1.28		$	3.15

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

(1) Special (gains) and charges for 2014 include restructuring charges of $22.8 million, $6.1 million, $4.1 million and $32.0 million, net of tax, in the first, second, third and fourth quarters, respectively. Special (gains) and charges for 2014 also include $4.1 million, $3.4 million, $2.7 million and $2.6 million of costs, net of tax, in the first, second, third and fourth quarters, respectively, related to Champion integration costs. Special (gains) and charges for 2014 also include $0.9 million, $1.1 million, $2.0 million and $3.0 million of costs, net of tax, in the first, second, third and fourth quarters, respectively, related to Nalco integration costs. Special (gains) and charges for 2014 also include a gain of $0.5 million, net of tax, in the first quarter related to other items, a gain of $15.9 million, net of tax, in the second quarter related to a favorable licensing settlement and other settlement gains, a gain of $3.1 million, net of tax, in the third quarter related to the consolidation of a subsidiary and removal of the corresponding equity method investment and a gain of $3.8 million, net of tax, in the fourth quarter related to the sale of a business.

(2) The first quarter 2014 discrete tax net expense of $9.9 million is driven primarily by the rate differential on certain prior year shared costs, the remeasurement of certain deferred tax assets and liabilities resulting from a change in the state tax rate for certain entities following the merger of Champion operations and the change of a valuation allowance related to the realizability of foreign deferred tax assets, which collectively more than offset benefits from a foreign country audit settlement. The second quarter 2014 discrete tax net expense of $8.3 million is driven primarily by an update to non-current tax liabilities for global tax audits and an adjustment related to the re-characterization of intercompany payments between our U.S. and foreign affiliates which more than offset the change of valuation allowances based on the realizability of foreign deferred tax assets. The third quarter 2014 discrete tax net benefit of $1.9 million is driven primarily by recognizing adjustments from filing our 2013 U.S. federal tax return, offset partially by the net impact of foreign audits settlements and adjustments. The fourth quarter discrete tax net benefit of $3.1 million is driven primarily by the remeasurement of certain deferred tax assets and liabilities, resulting from changes in our deferred state tax rate and local country tax rates.

(3) Special (gains) and charges for 2015 include restructuring charges of $1.6 million, $14.6 million and $10.0 million, net of tax, in the first, second and third quarters, respectively. Special (gains) and charges for 2015 also include $3.2 million, $2.8 million and $2.4 million net of tax, in the first, second and third quarters, respectively, related to Champion integration costs. Special (gains) and charges for 2015 also include $0.5 million, $0.1 million and $0.6 million, net of tax, in the first, second and third quarters, respectively, related to Nalco integration costs. Special (gains) and charges for 2015 also include $30.2 million and $124.6 million, net of tax, in the second and third quarters, respectively, related to Venezuelan currency devaluation charges. Special (gains) and charges for 2015 also include $13.4 million and $7.8 million, net of tax, in the second and third quarters, respectively, related to a loss on the sale of a portion our Ecovation business and other litigation related charges.

(4) The first quarter 2015 discrete tax net expense of $2.6 million is driven primarily by a change to a deferred tax liability resulting from the Naperville facility transaction. The second quarter 2015 discrete tax net benefit of $39.4 million is driven primarily from our ability to recognize a worthless stock deduction for the tax basis in a wholly owned domestic subsidiary. The third quarter 2015 discrete tax net benefit of $19.2 million is driven primarily by a the release of valuation allowances on certain deferred taxes assets and a refund claim for taxes paid in a prior period resulting from updated IRS regulations, offset partially by recognizing adjustments from filing our 2014 U.S. federal tax return.

Exhibit 99.2

Ecolab Third Quarter 2015 Teleconference Supplemental Data

Cautionary Statement 2 Forward-Looking Information This communication contains forward looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding our future financial and business performance and prospects, including forecasted 2015 fourth quarter and full year business and financial results, the impact of oil prices, sales growth, pricing, innovation, cost efficiencies, synergies and unfavorable foreign currency, pension expense and Venezuelan devaluation impact. 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. These risks and uncertainties are set forth under Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014, our most recent Form 10-Q and other public filings with the Securities and Exchange Commission (the “SEC”) and include the vitality of the markets we serve, including the markets served by our Global Energy segment; the impact of worldwide economic factors such as the worldwide economy, credit markets, interest rates and foreign currency risk; exposure to economic, political and legal risks related to our international operations; the costs and effects of complying with laws and regulations relating to our operations; the occurrence of litigation or claims; and other uncertainties or risks reported from time to time in our reports to the SEC. In light of these risks, uncertainties 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 date 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). Management believes that a presentation of this information is meaningful to investors because it provides insight with respect to ongoing operating results of the Company 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 may not be consistent with similar measures provided by other companies. Reconciliations of certain non-GAAP measures to GAAP results are available in our news release furnished as an exhibit to our current report on Form 8-K dated November 2, 2015 and other of our SEC filings.

3 Earnings: Record adjusted EPS $1.28, +6% Reported EPS $0.86, -28%, reflecting charge for Venezuelan bolivar devaluation Sales: Fixed currency growth +1% Reported sales -7%; acquisition adjusted fixed currency sales flat Global Institutional, Global Industrial and Other segments +5% acquisition adjusted, offsetting lower Global Energy sales Strong new account growth and new product introductions offset softening economies Operating Margin: Continued expansion Adjusted fixed currency operating margin +90 bp Benefits from delivered product cost savings, cost efficiency programs and synergies more than offset pension headwinds Strong cash from operations: +22% YTD Adjusted EPS forecast change driven by Energy and increased FX, Venezuelan devaluation and acquisition headwinds Outlook: 4Q: +0% to 8%, includes 13% impact from FX/Venezuelan devaluation/pension 2015: +4% to 6%, includes 10% impact from FX/Venezuelan devaluation/pension 3Q Overview

4 2015 Earnings Bridge From Prior Year Adjusted EPS Q4 and FY EPS represent midpoints of our forecast range. 1 Currency excludes transaction losses. 2 Venezuelan devaluation of $0.03 includes the impact of devaluing our Water, Paper, Institutional and Food & Beverage businesses (collectively $0.01) and the Energy bolivar business ($0.02). 3 1 1 2 3

5 Energy headwinds largely offset by continued strength in Global Institutional, Global Industrial and Other segments and favorable raw materials FX (including transaction losses) driven primarily by Brazil 2015 Forecast Progression Since 2Q Release Adjusted EPS Includes raw materials * $4.51 ($0.04) $0.03 $4.50 ($0.05) ($0.02) ($0.02) ($0.01) $4.40 Post-Q2 Consensus Energy* All Other* Subtotal FX Venezuela Energy Deval M&A Healthcare Recall Current Ecolab Forecast Midpoint

6 3Q 2015 Results Operating income is adjusted for special gains and charges. Net income and diluted net income per share are adjusted for special gains and charges and discrete tax items. * Third Quarter Ended September 30 (unaudited) Reported Adjusted* Third Quarter % Third Quarter % (Millions, except per share) 2015 2014 change 2015 2014 change Net Sales $3,446.4 $3,694.9 -7% $3,446.4 ####### -7% Operating Income 413.0 571.4 -28% 579.5 579.2 0% Net Income Attributable to Ecolab 257.8 364.9 -29% 384.0 368.7 4% Diluted Net Income Per Share $0.86 $1.19 -28% $1.28 $1.21 6% Fixed Currency % (Millions, except per share) 2015 2014 change Net Sales $3,535.9 $3,517.3 1% Adjusted Operating Income* 591.4 554.7 7%

7 3Q 2015 Sales Growth Detail Total Other reflects the divestiture of non-core cleaning service business which was not included in the segment’s operating units. * Amounts in the tables above may reflect rounding. Fixed Rate Acq./Div. Adj. Global Industrial % Change % Change Consolidated % Change F&B 7% 6% Volume & mix 0% Water 9% 4% Pricing 0% Paper 2% Subtotal 0% Textile Care 8% Acq./Div. 1% Total Global Industrial 7% 4% Fixed currency growth 1% Currency impact -7% Global Institutional Total -7% Institutional 6% Specialty 5% Healthcare 2% Total Global Institutional 5% 5% Global Energy -12% -12% Other Pest Elimination 7% Equipment Care 4% Total Other* 5% 6%

8 3Q 2015 Income Statement / Margins ($ millions) 2015 % sales 2014 % sales % change Comments 2014 2013 Gross Profit $1,626.4 47.2% $1,724.3 46.7% -6% Adjusted for special charges, the 2015 gross margin was 47.9% and 2014 was 46.7%. The 120 bps margin improvement in 2015 was the result of delivered product cost savings and synergies. Net sales $ 3,446.4 $ 3,694.9 -7% $ 14,280.5 $ 13,253.4 8% Fixed currency sales 3,535.9 3,517.3 Cost of sales (1) 1,820.0 1,970.6 -8% 7,679.1 7,161.2 7% SG&A 1,070.7 31.1% 1,145.9 31.0% -7% The 10 bps increase in the 2015 ratio reflected higher pension expense that was partially offset by synergies, cost savings and fleet cost reductions. Selling, general and administrative expenses 1,070.7 1,145.9 -7% 4,577.6 4,360.3 5% Gross profit $ 1,626.4 $ 1,724.3 Operating Income (fixed FX) Net Sales Global Industrial 200.5 15.8% 165.3 14.0% 21% The 180 bps improvement was due to pricing, delivered product cost savings and synergies, which more than offset investments in the business. Global Industrial $ 1,268.0 $ 1,183.9 7% $ 4,886.7 $ 4,742.8 3% Global Institutional 1,139.4 1,085.9 5% 4,314.5 4,152.5 4% Global Energy 926.8 1,055.7 -12% 4,283.3 3,427.3 25% Global Institutional 263.5 23.1% 231.7 21.3% 14% The 180 bps improvement was due to pricing gains, sales volume increases, delivered product cost savings, cost efficiency actions and fleet cost reductions, which more than offset investments in the business. Other 201.7 191.8 5% 750.3 709.3 6% Subtotal at fixed currency rates 3,535.9 3,517.3 1% 14,234.8 13,031.9 9% Global Energy 133.4 14.4% 168.8 16.0% -21% The margin declined 160 bp as the net impact of sales volume reductions and lower pricing more than offset delivered product cost savings and synergies. Currency impact (89.5) 177.6 45.7 221.5 Consolidated $ 3,446.4 $ 3,694.9 -7% $ 14,280.5 $ 13,253.4 8% Other 38.1 18.9% 32.8 17.1% 16% The 180 bps improvement was primarily due to pricing, sales volume gains and fleet cost reductions, which more than offset other costs. Operating Income Subtotal at fixed FX 635.5 18.0% 598.6 17.0% 6% Global Industrial $ 200.5 $ 165.3 21% $ 642.6 $ 603.0 7% Global Institutional 263.5 231.7 14% 821.2 768.2 7% Corporate Global Energy 133.4 168.8 -21% 634.9 458.9 38% Special Gains/(Ch.) (166.5) (7.8) 2015: Venezuela devaluation, restructuring charges, wage-hour litigation charges and integration costs. 2014: Primarily restructuring and integration costs. Other 38.1 32.8 16% 116.5 104.1 12% . Corporate (210.6) (51.7) (263.4) (409.1) Corp. Expense (44.1) (43.9) Includes Nalco intangible amortization of $44 million in both 2015 and 2014. Subtotal at fixed currency rates 424.9 546.9 -22% 1,951.8 1,525.1 28% Total Corporate Exp. (210.6) (51.7) Currency impact (11.9) 24.5 3.2 35.5 Consolidated $ 413.0 $ 571.4 -28% $ 1,955.0 $ 1,560.6 25% FX (11.9) 24.5 Consolidated Op. Inc. $413.0 12.0% $571.4 15.5% -28% 2015 adjusted fixed currency margin was 16.7%, +90 bps vs. the 2014 adjusted margin of 15.8%. The increase is primarily due to delivered product cost savings and synergies, which more than offset investments in the business and other costs, including higher pension costs. $3,337.8 $ 2,958.7 13% $ 6,209.9 $ 5,769.6 8% 1,828.6 1,608.9 14% 3,393.5 3,222.9 5% 1,083.3 981.7 10% 2,079.1 1,971.4 5% 73.6 41.6 123.3 83.0 Operating Income United States Cleaning & Sanitizing Other Services Total International Corporate Effect of foreign currency translation Consolidated

9 3Q 2015 Balance Sheet / Cash Flow EBITDA and Adjusted EBITDA are non-GAAP measures. EBITDA is defined as the sum of operating income, depreciation and amortization. Adjusted EBITDA is defined as the sum of adjusted operating income, depreciation and amortization. ** The September 30, 2014 balance sheet amounts have been updated as a result of our adoption of the accounting guidance related to simplifying presentation of debt issuance costs. * Summary Balance Sheet September 30 September 30 ($ millions) 2015 2014* 2015 2014* Cash and cash eq. $184.8 $197.8 Short-term debt $1,009.1 $1,921.7 Accounts receivable, net 2,450.0 2,694.4 Accounts payable 1,034.5 1,047.3 Inventories 1,439.2 1,464.4 Other current liabilities 1,513.0 1,484.9 Other current assets 568.4 515.2 Long-term debt 5,753.7 4,852.2 PP&E, net 3,212.2 2,978.5 Pension/Postretirement 1,146.8 785.0 Goodwill and intangibles 10,671.6 11,432.2 Other liabilities 1,583.6 1,805.5 Other assets 357.1 380.4 Total equity 6,842.6 7,766.3 Total assets $18,883.3 $19,662.9 Total liab. and equity $18,883.3 $19,662.9 Selected Cash Flow items Nine Months Ended Selected Balance Sheet measures September 30 September 30 ($ millions) 2015 2014 2015 2014 Cash from op. activities $1,395.2 $1,145.0 Total Debt/Total Capital 49.7% 46.6% Depreciation 422.7 417.4 Net Debt/Total Capital 49.0% 45.9% Amortization 224.4 236.6 Net Debt/EBITDA** 2.5 2.4 Capital expenditures 551.6 488.7 Net Debt/Adjusted EBITDA** 2.2 2.3 ($ millions) Operating Activities 2008 Net income $ 139.0 Depreciation and amortization 85.1 Other, net (12.3) Changes in op. assets and liab. (41.2) Cash provided by cont. ops. 170.6 Investing Activities Capital expenditures (85.9) Capitalized software expen. (19.1) Businesses acquired (3.2) Other, net 33.8 Cash used for investing (74.4) Financing Activities Debt, net (71.2) Reacquired shares (1.6) Dividends (32.1) Other, net 7.0 Cash from (used for) financing $ (98.0)

10 Forecast Fourth quarter Continued strong Global Institutional, Global Industrial and Other segment growth offsetting lower Global Energy results and weaker international economies Build on recent corporate account wins, sales team investments Translation FX/pension/Venezuela expected to be an unfavorable $0.16 per share. Together, these represent a 13% headwind to 4Q EPS growth Full year 2015 Similar drivers for full year: Strong Global Institutional, Global Industrial and Other segment growth Lower Global Energy results outperforming weak energy markets Drive new business wins, leading with strong customer value prop (best results, lowest total costs) Strong focus on margins – pricing, product innovation, cost efficiencies, synergies Headwinds from translation FX/Venezuela devaluation/pension $0.42, a 10% drag to EPS growth Continue to invest for long term growth 4Q 2015 4Q 2014 Adjusted EPS $1.20-$1.30 $1.20 FY2015 FY2014 Adjusted EPS $4.35-$4.45 $4.18

ECOLAB THIRD QUARTER 2015

3Q Overview

· Earnings: Record adjusted EPS $1.28, +6%

·	Reported EPS $0.86, -28%, reflecting charge for Venezuelan bolivar devaluation

· Sales: Fixed currency growth +1%

·	Reported sales -7%; acquisition adjusted fixed currency sales flat

·	Global Institutional, Global Industrial and Other segments +5% acquisition adjusted, offsetting lower Global Energy sales

·	Strong new account growth and new product introductions offset softening economies

· Operating Margin: Continued expansion

·	Adjusted fixed currency operating margin +90 bp

·	Benefits from delivered product cost savings, cost efficiency programs and synergies more than offset pension headwinds

· Strong cash from operations: +22% YTD

· Adjusted EPS forecast change driven by Energy and increased FX, Venezuelan devaluation and acquisition headwinds

· Outlook:

·	4Q:	+0% to 8%, includes 13% impact from FX/Venezuelan devaluation/pension

·	2015:	+4% to 6%, includes 10% impact from FX/Venezuelan devaluation/pension

SUMMARY

Strong new account gains and new product introductions drove solid mid-single digit fixed currency sales growth in our Global Institutional, Global Industrial and Other segments during the third quarter, more than offsetting lower Global Energy sales. We leveraged that growth, along with delivered product cost savings and our ongoing synergy and cost efficiency work, to expand our adjusted operating margins, more than offsetting the impact of softening economies, weaker oil prices, and increased currency headwinds. These, along with a lower tax rate and fewer shares

outstanding, drove a 6% adjusted earnings per share increase.

Looking ahead, we expect our Global Institutional, Global Industrial and Other segments to show continued superior fixed currency growth, outpacing their markets and softer international economies, as they leverage the internal work they have undertaken to further improve their sales and service effectiveness and profitability. We expect them to continue to more than offset lower results from our Energy business and produce the strongest quarter for fixed currency profit growth from our businesses this year. However, the fourth quarter will also face stronger external headwinds than previously forecast, including more unfavorable currency impacts and the effect on our operations from devaluing our Venezuelan bolivar business. As a result, we now look for the fourth quarter to show lower growth than previously expected, as the headwinds, including pension, impact earnings growth by 13 percentage points.

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

HIGHLIGHTS

· Reported third quarter earnings per share were $0.86.

· On an adjusted basis, excluding special gains and charges and discrete tax items from both years, third quarter 2015 adjusted earnings per share increased 6% to a record $1.28 despite an $0.11, or 9%, headwind from currencies and pension.

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

· Our fixed currency acquisition-adjusted sales were flat as good mid-single digit growth from our Global Institutional, Global Industrial and Other segments was offset by lower Global Energy sales. Regionally, we saw good growth in Latin America, and Europe rose 4%.

· Adjusted fixed currency operating margins expanded 90 basis points.

· In this year’s tough environment, we have focused on driving new business gains and lower costs. We are using our industry-leading product innovation and service strengths to help customers achieve better results and lower operating costs, and through these, aggressively drive new account gains across all of our segments. Further, raw material cost savings, along with synergies and our cost efficiency work, are helping to offset these headwinds.

· Importantly, we also continue to make key investments in our future growth drivers.

2015 Earnings Bridge From Prior Year

Adjusted EPS

	2015 Forecast (Adjusted EPS)
	Q1				Q2				Q3				Q4				FY
	EPS $			% Growth	EPS $			% Growth	EPS $			% Growth	EPS $			% Growth	EPS $			% Growth

EPS Before Currency / Pension	0.86			16%	1.17			14%	1.39			15%	1.41			18%	4.82			15%

External Rate Driven

Currency (2)	(0.04		)	-5%	(0.08		)	-8%	(0.09		)	-7%	(0.10		)	-8%	(0.30		)	-7%

Venezuela devaluation (3)	0.00			0%	(0.00		)	0%	(0.00		)	0%	(0.03		)	-3%	(0.03		)	-1%

Pension	(0.02		)	-3%	(0.02		)	-2%	(0.02		)	-2%	(0.03		)	-3%	(0.09		)	-2%

External Rate Driven EPS	(0.06		)	-8%	(0.10		)	-10%	(0.11		)	-9%	(0.16		)	-13%	(0.42		)	-10%

2015 Forecast (Adjusted)	$	0.80		8%	$	1.08		5%	$	1.28		6%	$	1.25	(1)	4%	$	4.40	(1)	5%

(1) Q4 and FY EPS represent midpoints of our forecast range.

(2) Currency excludes transaction losses.

(3) Venezuelan devaluation of $0.03 includes the impact of devaluing our Water, Paper, Institutional and Food & Beverage businesses (collectively $0.01) and the Energy bolivar business ($0.02).

· We are delivering a strong fundamental business performance in 2015. As shown in the table above, we have grown profits in the mid-teens this year before externally-driven factors. The fourth quarter, shown at the mid-point of our revised range, should represent the year’s best performance on this basis, growing nearly 20% despite the recent deterioration in the energy markets.

· However as noted earlier, the business environment has become more challenging in recent months as several key foreign currencies and the energy market have continued to weaken.

2015 Forecast Progression Since 2Q Release

Adjusted EPS

· Energy headwinds largely offset by continued strength in Global Institutional, Global Industrial and Other segments and favorable raw materials

· FX (including transaction losses) driven primarily by Brazil

* Includes raw materials

· These and other recent impacts on our outlook are summarized in the waterfall chart above. Starting with the consensus forecast of $4.51 that followed our second quarter earnings release, the recent deterioration in the energy markets has resulted in an impact of about $0.04 per share, which should be nearly offset by aggressive actions we have taken in driving delivered product cost savings, cost efficiencies and synergies, along with other actions to offset the impact. However, increasingly unfavorable currency trends, the impact on our adjusted earnings from devaluing our Venezuelan bolivar business, initial dilution from acquisitions, and a product recall will represent approximately $0.10 per share of increased headwinds to the full year.

· As a result, while earnings from the fundamental business should rise

in the upper-teens, we expect fourth quarter adjusted earnings per share to increase 0% to 8% to the $1.20 to $1.30 range with currency, including the Venezuela devaluation, and pension representing a drag of approximately 13% to earnings per share growth. Full year adjusted earnings are expected to rise 4% to 6% to the $4.35 to $4.45 per share range with the same impacts representing a 10% drag to results.

· In summary, our underlying business continues to perform in line with our high expectations. We remain confident in our business, our markets and our people, as well as our capacities to meet our aggressive growth objectives over the coming years, while also delivering attractive returns in 2015 and setting up for stronger growth in 2016.

SEGMENT / SECTOR DISCUSSION

Consolidated sales		% Change
Volume & mix		0%
Pricing		0%
Subtotal		0%
Acq./Div.		1%
Fixed currency growth		1%
Currency impact		-7%
Total		-7%

Amounts in the table above may reflect rounding.

Ecolab’s consolidated fixed currency sales for the third quarter increased 1%. Acquisition-adjusted fixed currency sales were flat when compared to

the year ago period. Looking at the growth components, volume and mix was comparable to last year while pricing was flat. Acquisitions and divestitures rose 1%, and currency was a negative 7%.

GLOBAL INDUSTRIAL SEGMENT

	Fixed Rate	Acq./Div. Adj.
Global Industrial	% Change	% Change
Food & Beverage	7%	6%
Water	9%	4%
Paper	2%
Textile Care	8%
Total Global Industrial	7%	4%

FOOD & BEVERAGE

Third quarter fixed currency Food & Beverage sales increased 7%. Adjusted for acquisitions, fixed currency sales growth improved, rising 6%. Food & Beverage growth was primarily driven by strong corporate account and share gains, as we used them to more than offset flat industry trends. We enjoyed good growth in our beverage business, with moderate sales gains in our dairy and food operations. Regionally, we saw strong growth in Latin America and Europe, while North America, Asia Pacific and Middle East & Africa grew modestly.

Food & Beverage continues to drive sales growth using its Total Plant Assurance approach to customers, in which we combine our industry-leading cleaning and sanitizing, water treatment and Pest Elimination capabilities to deliver improved food safety results, lower operating costs,

and enhanced product quality assurance for customers. This has enabled us to win business with key global customers and offset market headwinds in the Americas and China. Looking ahead, we expect further good growth in the fourth quarter. We look for additional benefits from growth synergies, better customer penetration and new business capture, as well as leverage from our strong innovation pipeline, including 3D TRASAR for clean-in-place systems in food and beverage plants, to more than offset continued tough industry conditions.

WATER

Fixed currency Water sales grew 9%. Adjusted for the previously announced China acquisition, Water sales growth improved by 4% as good gains in the light commercial and power industries more than offset weak steel and mining industry demand, with modest growth in the other markets. Regionally, we saw good growth in North America, Europe and Middle East & Africa, with more moderate gains in Asia Pacific and Latin America. We continue to drive penetration in our water markets using our innovative solutions to optimize water usage and lower our customers’ operating costs. Sales of 3D TRASAR Solids, which utilizes solid chemistry and advanced dispensing to treat cooling systems for hotels, commercial buildings, healthcare facilities and universities, are showing good growth. We also continue to invest in additional new water technologies to improve customer operating performance, lower their operating costs and improve protection from waterborne health safety hazards.

We remain focused on building our corporate account and enterprise sales

teams, delivering our growth synergies and improving product innovation to drive revenues. We expect similar growth in the fourth quarter, as market share gains drive our heavy and light businesses to once again more than offset the weak steel and mining markets.

PAPER

Third quarter fixed currency Paper sales grew 2% as improved North America, Europe and Middle East & Africa sales gains, driven by strong sales efforts, more than offset a decline in Asia Pacific. We expect Paper to show a modest decline in the fourth quarter as weak graphic paper and Asia Pacific sales offset new business and technology penetration in the tissue, board and packaging markets.

GLOBAL INSTITUTIONAL SEGMENT

	Fixed Rate	Acq./Div. Adj.
Global Institutional	% Change	% Change
Institutional	6%
Specialty	5%
Healthcare	2%
Total Global Institutional	5%	5%

INSTITUTIONAL

Fixed currency sales growth for the Institutional business grew 6%. Institutional’s end markets remain mixed, with continued global lodging demand growth and soft foodservice foot traffic. Looking at our regional sales, we continued to outperform our markets. North America improved over its second quarter growth rate and posted a strong 7% sales increase,

while Asia Pacific and Latin America turned in solid sales gains, and Europe improved modestly. Sales initiatives targeting new customers, along with effective product and service programs and appropriate pricing, led our results. We continue to globalize our leading technology to drive our future growth and improve on our industry leadership position. Our work to standardize global competencies and initiatives is going well and helping to leverage our other work to improve sales force effectiveness. We are focused on strengthening our execution and delivering increased customer value, with solutions that reduce their water, energy and labor costs. With the work on our business fundamentals yielding good results, we look for continued solid sales growth from Institutional in the fourth quarter.

SPECIALTY

Third quarter sales for Specialty grew 5% in fixed currencies. Quickservice sales were solid, as new accounts, increased service coverage, additional solutions and the timing of new customer programs leveraged generally modest industry trends to drive growth. Regionally, quickservice sales were strong in nearly all regions, benefiting from new accounts and additional customer solutions.

The food retail business posted moderate sales growth, benefiting from customer additions and new product introductions in all regions, as year-on-year comparables were impacted by customer rollouts in the third quarter last year.

New account wins have been solid in 2015, and with ongoing investments in new products, the sales and service force and increased solutions for customers, we look for a good fourth quarter and full year for Specialty.

HEALTHCARE

Fixed currency Healthcare sales grew 2%. Continued account growth, improved penetration and new product sales were led by environmental hygiene and more than offset mixed sales elsewhere. However, this was partially offset by the impact of the voluntary recall of temperature management drapes for a potential packaging issue. The recall reduced third quarter sales growth by one percentage point and is expected to also impact fourth quarter results. The packaging issues have been resolved, the customers have been notified and we have resumed shipments of the product.

We continue driving our integrated and comprehensive environmental hygiene solutions approach for acute healthcare facilities, utilizing the Ecolab value proposition of innovative products and on-site service support to improve the prevention of healthcare acquired infections. This integrated offering for environmental hygiene and infection prevention is still a relatively new approach for the industry and we believe is in line with the direction in which healthcare is moving. We are making progress and are confident it will yield improving sales growth.

GLOBAL ENERGY SEGMENT

	Fixed Rate	Acq./Div. Adj.
Global Energy	% Change	% Change
Energy	-12%	-12%

Third quarter fixed currency Global Energy segment sales decreased 12% as our business outperformed weaker than expected energy industry activity and oil prices during the quarter. Looking at the components in our upstream business, our well stimulation business (representing approximately 10% of Energy sales) had a significant decline primarily reflecting substantially reduced new North American well activity. Our production business (which represents approximately 65% of the Energy sales) declined mid-single digits as a continued strong international performance was more than offset by lower North American sales, which reflected declining industry production in that region as part of the rebalancing of global oil production. The downstream business increased, led by strong international sales.

Looking ahead, we expect the fourth quarter to show year-on-year sales results in line with third quarter sales, as good international growth, ongoing share gains and solid downstream sales partially offset declines in the North American market, reductions in customer spending and pricing pressure overall. Fourth quarter operating income should improve over the third quarter as we realize the full benefit of cost savings. We expect this to yield an upper-single digit decline for Energy sales for the full year 2015.

This has been a very challenging year for the industry, particularly in North American well stimulation. However, we have a very experienced Energy team in place that has outperformed the industry. We remain aggressive, using both our industry-leading product innovation and our outstanding sales and service team to drive sales and share growth, as well as strengthen our position for future gains. We expect these factors to drive our business once again in 2016 as the geographic rebalancing continues in the energy markets. We continue to look for our Energy segment to record modest growth next year, as the industry stabilizes and we annualize against the significant declines experienced this year. We expect to see continued year-on-year unfavorability in the first half of next year offset in the second half when comparisons reflect the current and expected continuing market conditions.

OTHER SEGMENT

	Fixed Rate	Acq./Div. Adj.
Other	% Change	% Change
Pest Elimination	7%
Equipment Care	4%
Total Other*	5%	6%

*Total Other reflects the divestiture of non-core cleaning service business which was not included in the segment’s operating units.

PEST ELIMINATION

Fixed currency Pest Elimination sales increased 7% in the third quarter. Sales to hospitality and restaurant customers led the growth. Regionally, we enjoyed double-digit growth in Asia Pacific, along with strong growth in Latin America, North America and Europe. We continue

to drive market penetration, with innovative service offerings and technologies, and make progress in globalizing our market-focused capabilities and field technologies. We expect Pest Elimination sales to show further good growth in the fourth quarter led by gains in all markets.

EQUIPMENT CARE

Equipment Care sales grew 4% in the third quarter. New customer additions continue at a solid rate, and productivity improvements from our technology investments and strengthened execution continue to pay off. Third quarter sales were slowed somewhat by the timing of technician additions, but with staffing levels improved and continued solid underlying demand trends, we look for Equipment Care to show better growth in the fourth quarter and for the full year.

MARGIN PERFORMANCE

($ millions)	2015		% sales	2014		% sales	% change
Gross Profit	$	1,626.4	47.2%	$	1,724.3	46.7%	-5.7%

Third quarter gross margins were 47.2%. When adjusted for special charges, third quarter 2015 gross margins were 47.9% and rose 120 basis points above last year on the same basis. The improvement resulted from lower delivered product costs, new product innovation and synergies.

($ millions)	2015		% sales	2014		% sales	% change
SG&A	$	1,070.7	31.1%	$	1,145.9	31.0%	-6.6%

SG&A expenses represented 31.1% of third quarter sales. The SG&A ratio increased 10 basis points versus last year. The increase primarily reflected

higher pension expense and investments in the business that were partially offset by synergies, cost savings and fleet cost reductions.

($ millions)	2015		% sales	2014		% sales	% change
Consolidated Op. Inc.	$	413.0	12.0%	$	571.4	15.5%	-27.7%
Consolidated Fixed Currency Op. Inc. (adj.)	$	591.4	16.7%	$	554.7	15.8%	6.6%

Consolidated operating income margins were 12.0%. Adjusted for special charges, fixed currency operating income margins were 16.7%, rising 90 basis points over last year’s comparable margin. Delivered product cost savings and synergies more than offset higher pension costs and investments in the business.

($ millions - fixed currency)

2015

% sales

2014

% sales

% change

Global Industrial Op. Inc.

200.5

15.8%

165.3

14.0%

21.3%

Fixed currency operating income for the Global Industrial segment increased 21%. Acquisition-adjusted operating income grew 20% and margins rose 210 basis points. Appropriate pricing, delivered product cost savings, synergies and sales volume gains more than offset investments in the business.

($ millions - fixed currency)

2015

% sales

2014

% sales

% change

Global Institutional Op. Inc.

263.5

23.1%

231.7

21.3%

13.7%

Fixed currency operating income for the Global Institutional segment increased 14% and margins expanded 180 basis points. Results benefited from pricing, good volume gains, delivered product cost savings, cost efficiencies and fleet cost reductions, which more than offset business

investments.

($ millions - fixed currency)

2015

% sales

2014

% sales

% change

Global Energy Op. Inc.

133.4

14.4%

168.8

16.0%

-21.0%

Fixed currency Global Energy segment operating income decreased 21%. Volume declines and lower pricing more than offset lower delivered product costs and synergies.

($ millions - fixed currency)

2015

% sales

2014

% sales

% change

Other Op. Inc.

38.1

18.9%

32.8

17.1%

16.2%

Fixed currency operating income for the Other segment increased 16% and margins expanded 180 basis points. Pricing, sales volume gains and fleet cost reductions led the increase.

($ millions)	2015			2014
Corporate
Special Gains/(Ch.)	$	(166.5	)	$	(7.8	)

Corp. Expense	(44.1		)	(43.9		)
Total Corporate Exp.	$	(210.6	)	$	(51.7	)

Venezuelan net assets. The remainder of the special gains and charges consisted primarily of restructuring costs, wage-hour litigation-related charges and Champion integration costs. Special gains and charges for the third quarter of 2014 were a net charge of $8 million ($6 million after-tax).

The reported income tax rate for the third quarter 2015 was 29.6% and compared with the reported rate of 27.3% in the third quarter 2014. Excluding the tax rate impact of special gains and charges and discrete tax items, the adjusted tax rate was 25.8% in the third quarter 2015 and compared with 27.7% for the same period last year. The improved adjusted tax rate was the result of global tax planning strategies and favorable geographic income mix.

We did not repurchase any shares in the open market during the third quarter.

The net of this performance is that Ecolab reported third quarter diluted earnings per share of $0.86 compared with $1.19 reported a year ago. When adjusted for special gains and charges and discrete tax items in both years, adjusted earnings increased 6%, to $1.28, when compared with $1.21 earned a year ago.

BALANCE SHEET, CASH FLOW AND LEVERAGE

3Q 2015 Balance Sheet / Cash Flow

Summary Balance Sheet

September 30

($ millions)

2015

2014*

2015

2014*

Cash and cash eq.

184.8

197.8

Short-term debt

1,009.1

1,921.7

Accounts receivable, net

2,450.0

2,694.4

Accounts payable

1,034.5

1,047.3

Inventories

1,439.2

1,464.4

Other current liabilities

1,513.0

1,484.9

Other current assets

568.4

515.2

Long-term debt

5,753.7

4,852.2

PP&E, net

3,212.2

2,978.5

Pension/Postretirement

1,146.8

785.0

Goodwill and intangibles

10,671.6

11,432.2

Other liabilities

1,583.6

1,805.5

Other assets

357.1

380.4

Total equity

6,842.6

7,766.3

Total assets

18,883.3

19,662.9

Total liab. and equity

18,883.3

19,662.9

Selected Cash Flow items

	Nine Months Ended
	September 30
($ millions)	2015		2014
Cash from op. activities	$	1,395.2	$	1,145.0
Depreciation	422.7		417.4
Amortization	224.4		236.6
Capital expenditures	551.6		488.7

Selected Balance Sheet measures

	September 30
	2015	2014
Total Debt/Total Capital	49.7%	46.6%
Net Debt/Total Capital	49.0%	45.9%
Net Debt/EBITDA**	2.5	2.4
Net Debt/Adjusted EBITDA**	2.2	2.3

* The September 30, 2014 balance sheet amounts have been updated as a result of our adoption of the accounting guidance related to simplifying presentation of debt issuance costs.

** EBITDA and Adjusted EBITDA are non-GAAP measures. EBITDA is defined as operating income plus depreciation and amortization. Adjusted EBITDA is defined as adjusted operating income plus depreciation and amortization.

Please see Ecolab’s news release dated November 2, 2015 for additional information, including with respect to the use of certain non-GAAP financial measures, such as fixed currency sales, adjusted operating income, adjusted fixed currency operating income, adjusted net income and adjusted EPS.

Net debt to total capital was 49%, with net debt to adjusted EBITDA ratio at 2.2 times.

Venezuela devaluation and special charge

Our third quarter 2015 Consolidated Balance Sheet reflects the remeasurement of our Venezuelan Food & Beverage and Institutional net assets and bolivar portion of our Venezuelan Energy net assets at the floating Marginal Currency System (SIMADI) exchange rate. As of the end of the third quarter of 2015, we believe that the SIMADI rate better represents the economics of our bolivar operations in Venezuela. The remeasurement of the corresponding net assets resulted in a third quarter special charge of approximately $125 million, reflected in the Corporate

segment.

FORECAST

· Fourth quarter

· Continued strong Global Institutional, Global Industrial and Other segment growth offsetting lower Global Energy results and weaker international economies

· Build on recent corporate account wins, sales team investments

· Translation FX/pension/Venezuela expected to be an unfavorable $0.16 per share. Together, these represent a 13% headwind to 4Q EPS growth

· Full year 2015

· Similar drivers for full year:

· Strong Global Institutional, Global Industrial and Other segment growth

· Lower Global Energy results outperforming weak energy markets

· Drive new business wins, leading with strong customer value prop (best results, lowest total costs)

· Strong focus on margins — pricing, product innovation, cost efficiencies, synergies

· Headwinds from translation FX/Venezuela devaluation/pension $0.42, a 10% drag to EPS growth

· Continue to invest for long term growth

	4Q 2015	4Q 2014
Adjusted EPS	$1.20-$1.30	$1.20

	FY2015	FY2014
Adjusted EPS	$4.35-$4.45	$4.18

Looking ahead, we will continue to take aggressive actions in the fourth quarter to drive both our top and bottom lines. Against a backdrop of slowing economies, weaker oil prices and increasingly unfavorable currency trends, we are continuing to drive organic growth through further

corporate account wins, stepped-up innovation work and improved field productivity. Further, we are capturing lower raw material costs and gaining market share.

As mentioned in the opening discussion, we look for our fourth quarter to show continued strong growth from our Global Institutional, Global Industrial and Other segments despite slower international economies, more than offsetting lower Energy segment results. Currency, including the Venezuela devaluation, and pension are expected to have a combined negative impact of $0.16 per share in the fourth quarter 2015, or approximately 13% of earnings growth, including a $0.03 impact to adjusted earnings per share of the Venezuelan devaluation. As a result, we look for fourth quarter earnings to be in the $1.20 to $1.30 range, flat to 8% increase over last year.

We continue to expect a strong operating performance in 2015 reflecting our business balance and more than offsetting headwinds from reduced energy activity, slower international economies and currency and pension. For the full year, we look for continued good fixed currency sales growth in our Global Institutional, Global Industrial and Other segments, combining with appropriate pricing, delivered product cost savings, lower variable compensation and synergies to yield mid-teens earnings growth before currency and pension. We expect currencies, including the Venezuela devaluation and pension to represent an estimated 10 percentage points of headwinds, and yield 4% to 6% adjusted earnings per share growth for the

full year in the $4.35 to $4.45 per share range, compared with our prior $4.45 to $4.60 forecast.

SUMMARY

In summary, we once again delivered on our forecast in the third quarter, while offsetting market and currency challenges and investing in our future. We expect strong results from our operations for the full year 2015, and look for improved growth in 2016. We have a strong record of consistently delivering superior growth, and we believe we are well positioned and prepared to continue to do so for the years ahead.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

This communication contains forward looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding our future financial and business performance and prospects, including forecasted 2015 fourth quarter and full year business and 2016 business and financial results, the impact of oil prices, sales growth, margin improvement, innovation, pricing, cost savings, synergies, interest expense, income taxes, shares outstanding and unfavorable impact from foreign currency, pension expense, initial dilution from an acquisition, devaluation of Venezuelan bolivar business and a product recall. 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. These risks and uncertainties are set forth under Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014 and other public filings with the Securities and Exchange Commission (the “SEC”) and include the vitality of the markets we serve, including the markets served by our Global Energy segment; the impact of worldwide economic factors such as the worldwide economy, credit markets, interest rates and foreign currency risk; exposure to economic, political and legal risks related to our international operations; the costs and effects of complying with laws and regulations relating to our operations; the occurrence of litigation or claims; and other uncertainties or risks reported from time to time in our reports to the SEC. In light of these risks, uncertainties 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 date 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). Management believes that a presentation of this information is meaningful to investors because it provides insight with respect to ongoing operating results of the Company 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 may not be consistent with similar measures provided by other companies. A reconciliation of reported diluted earnings per share to adjusted diluted earnings per share is provided in the table “Supplemental Diluted Earnings per Share Information” in this communication.

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
	2014		2014			2014			2014			2014			2014			2014
Diluted earnings per share, as reported (U.S. GAAP)	$	0.62	$	1.02		$	1.64		$	1.19		$	2.83		$	1.10		$	3.93

Adjustments:
Special (gains) and charges (1)	0.09		(0.02		)	0.07			0.02			0.09			0.11			0.20
Tax expense (benefits) (2)	0.03		0.03			0.06			(0.01		)	0.05			(0.01		)	0.04

Adjusted diluted earnings per share (Non-GAAP)	$	0.74	$	1.03		$	1.77		$	1.21		$	2.98		$	1.20		$	4.18

	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
	2015		2015			2015			2015			2015			2015			2015
Diluted earnings per share, as reported (U.S. GAAP)	$	0.77	$	1.00		$	1.77		$	0.86		$	2.63

Adjustments:
Special (gains) and charges (3)	0.02		0.20			0.22			0.48			0.70
Tax expense (benefits) (4)	0.01		(0.13		)	(0.12		)	(0.06		)	(0.19		)

Adjusted diluted earnings per share (Non-GAAP)	$	0.80	$	1.08		$	1.87		$	1.28		$	3.15

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