Ecolab announces a project to split its upstream energy business as an independent public limited company; Expects diluted EPS of $ 1.48 in the fourth quarter of 2018, with Adjusted EPS of $ 1.54; Forecast 10% -14% growth in adjusted EPS for the year 2019

ST. PAUL, Minn .– (BUSINESS WIRE) – Ecolab Inc. announces its intention to divest its energy business upstream
companies as an independent listed company. Upstream energy
Ecolab's Energy business is currently active and includes
Petroleum Products Production and WellChem Drilling
and well completion chemistry company. Ecolab plans to keep the
Downstream business serving refineries and petrochemical plants.
The separation transaction is expected to be a tax-exempt split in the United States.
shareholders for US federal income tax purposes.

At the end of the split, the activity of Aval (Energy), with 2018
approximately $ 2.4 billion, will be one of the leaders in the pure gaming market
global supplier of production, drilling and completion of oil and gas
product and service solutions for maximizing flows and badets
customer protection needs for onshore and offshore activities, even
the most difficult of environments.

Comment from the CEO
Douglas M. Baker, Jr., President of Ecolab and
Chief Executive Officer, stated: "The proposed derivative transaction
create two leading independent companies with distinct activities
models and increased concentration on the market. Our upstream Energy segment is the
world leader in the industry with great people, differentiated
technology and customers who are among the largest super majors in the world,
majors, independent and national oil and gas producers and
service providers.

"Upstream Energy is a great company, but with a business model
this has become increasingly different from our other Ecolab companies.
Faced with the unconventional growth of onshore activities, our two upstream companies have
become more aligned and evolved appropriately in addition to specialty
Chemical-type companies that require more and more different operations
disciplines and expertise.

"The spin-off creates a new company focused on the upstream sector.
oil and gas markets. As an autonomous public company, we believe that
business will be a pure game more focused and attractive for his
customers and investors given its strong value proposition, its
pursue a targeted energy services strategy and the ability to provide
strong financial performance.

"The spin-off is designed to further improve a good situation. Our
companies are already working well. Our energy sector has grown at a time
average single-digit revenue and operating income in 2018 despite a strong
inflationary environment of the costs of the delivered products. Our industrialist,
Institutional and Other Sectors also Increased Sales and Operating Profit
throughout the year, at the end of the fourth quarter of 2018, with a strong
Growth rate of sales adjusted for acquisitions and improvement of operating income
growth. Fourth quarter adjusted diluted earnings per share, which is
subject to the completion of our year-end audit, is expected to increase by 12%
at $ 1.54.

"Due to our strong momentum, we enter 2019 in an excellent position
with high sales volume, faster prices and better
income margins. This should give a very good performance in a
environment where we expect slower but still solid end market growth and
where we are looking for cost of delivered products to continue to increase,
at a slower pace than 2018. This is reflected in a favorable trend
Outlook for 2019 for Ecolab, with diluted earnings per share adjusted expected
share of growth from 10% to 14% at the range of $ 5.80 to $ 6.00. Included in the
The forecast for 2019 is a currency conversion of about 0.08 USD per share.
contrary wind.

"In a post-spin-off future, we believe both companies will have a
greater concentration that improves the discipline of execution. Over time, we know
These are determining factors for sustained growth. Aditionellement,
our previously announced efficiency initiative has more potential in the
years than expected, and we continue to expect to deliver
Savings of $ 200 million for Ecolab underway after the split, while
full support of stranded costs and costs of building up company resources
relating to swarming. "

Activity Upstream Energy
For all year 2018, upstream
Unaudited sales of energy are expected to be approximately $ 2.4 billion,
with an expected unaudited operating profit of about $ 170 million
and an expected EBITDA of approximately $ 340 million. These exclude for the moment
induced spin-off costs, as well as estimates of public companies
expenditures of approximately $ 35 million. The costs of the public company are
offset by an increase in cost reduction initiatives. Oil field
production accounts for approximately 80% of Upstream sales,
while drilling and completion of wells account for about 20% of the total.

The new autonomous company should incur new debts, the product
which should be paid to Ecolab in the form of a dividend,
which could be used by Ecolab for the repurchase of shares and / or the indebtedness
reduction. At the end of the split transaction, Upstream
The strong balance sheet and free cash flow of the energy sector should be
company with great financial flexibility and a strong BB credit profile
with approximately 2x net debt / EBITDA.

The management and the name of the company will be finalized during the separation
the process is progressing.

Ecolab post-spin-off of continuing operations
Ecolab is going
continue to focus on its central hubs, which serve hygiene,
security and industrial water markets, and will be well placed to
to further increase sales and profit growth, as well as free
cash flows and accruals. Ecolab plans to maintain
its current dividend and continue to grow it in the future. Ecolab too
intends to maintain level A credit measures after the separation of
Upstream Energy activity.

details of the transaction
Ecolab expects the transaction
in the form of distribution to Ecolab's shareholders of 100% of the
the stock of Upstream Energy, as a new independent publicly traded company
company, which should be tax free for US shareholders for the United States
for the purposes of federal income tax.

Ecolab currently expects the transaction to be completed from here
Mid-year 2020. The finalization of the transaction is subject to certain
usual conditions, including, inter alia, confirmation that the
The spin-off of Upstream Energy should be tax-free for the United States.
shareholders, the effectiveness of appropriate deposits with the United States.
Securities and Exchange Commission and final approval by Ecolab's Board
directors.

Increase in the goal of the Ecolab Energy Efficiency Initiative
Ecolab too
announced that he had raised the goal of his previously announced
efficiency initiative. The expected benefits of efficiency
the initiative are now estimated at $ 325 million compared to
previous forecast of the company $ 200 million. These additional savings
should last until 2019 and have a bigger impact in 2020 and 2021,
when they are supposed to cover the estimated stranded costs of about
$ 70 million for $ 35 million costs for Ecolab and public companies
Energy Upstream. Efficiency actions rely primarily on technology
and structural improvements to simplify and automate the processes and
tasks, reduce complexity and layers of management, consolidate facilities
and focus on the main areas of long-term growth, by creating a
productive and more autonomous business structure. Ecolab is now waiting
total pre-tax charges related to its efficiency initiative
approximately $ 260 million ($ 190 million after tax) with approximately
$ 325 million in pre-tax savings by 2021, without taking into account the impacts of
the planned separation of the Upstream Energy business. The charges,
mainly cash expenditures, continue to be mainly related to
reorganizations and closures of facilities.

Business Outlook
The economic outlook included in this press
communicated relates to the consolidated activities of Ecolab and does not reflect the
the impact of the planned separation of the Upstream Energy business.

2018
Subject to the completion of the annual audit, Ecolab
expects diluted earnings per share for the fourth quarter of 2018 to be $ 1.48;
diluted earnings per share adjusted, excluding gains and exceptional charges
separate tax elements, are expected to increase by 12% to $ 1.54. Full year
Diluted earnings per share in 2018 are expected to be $ 5.01; adjusted
diluted earnings per share are expected to increase by 12% to $ 5.25. Ecolab
Reported earnings per share were $ 1.92 in the fourth quarter of 2017 and
$ 5.12 for the full 2017 year; adjusted diluted earnings per share was
USD 1.38 in the fourth quarter 2017 and USD 4.68 for the year 2017.

Ecolab plans to announce its final results for 2018 on February 19, 2019.

2019
Ecolab expects sales and profits to remain strong
in 2019 with growth in all segments. Ecolab is waiting for 2019
adjusted diluted earnings per share is expected to increase 10% to 14% to $ 5.80
Range of $ 6.00, excluding special gains and charges and separate tax items.

At current exchange rates, we expect the currency conversion to have a
adverse impact of about $ 0.08 on the diluted earnings of fiscal year 2019
per share.

We do not provide reconciliations for non-GAAP estimates on a
forward-looking basis (including those contained in this press release) when
we are unable to provide a meaningful or precise calculation or
estimate of reconciliation items and information not available
without unreasonable effort. This is due to the inherent difficulty of
predict the timing and amount of various items that are not yet
occurred, are beyond our control and / or can not reasonably be predicted,
and that would have an impact on the reported earnings per share, which is the most
forecast GAAP financial measure directly comparable to adjusted costs
earnings per share. For the same reasons, we can not respond to
likely importance of unavailable information.

BofA Merrill Lynch is Ecolab's financial advisor in the sector
separation of its activity Upstream Energy.

About Ecolab
A trusted partner
Ecolab (ECL) is the global company with nearly three million customer sites.
leader in technologies and services related to water, hygiene and energy
protect people and vital resources. With annual sales of $ 14 billion and
48,000 badociates, Ecolab provides comprehensive, data-driven solutions
information and on-site service to promote food safety, maintain cleanliness
environments, optimize the use of water and energy and improve the
efficiency for customers in the fields of food, health care, energy and hospitality
and industrial markets in more than 170 countries around the world. For
more news and information on Ecolab, visit www.ecolab.com.

Ecolab will host a live webcast to review the announcement announced on February 5
2019 at 8:00 am Eastern Time. The webcast will be available on
Ecolab website at www.ecolab.com/investor.
A retransmission of the webcast will be available on this site. Listen to the
Webcasting requires Internet access, Windows Media Player, or another
compatible media player.

Caution regarding forward-looking statements
Information
This communication contains some
statements about future events and our intentions, beliefs,
expectations and forecasts for the future that are forward-looking
statements as defined in the Private Securities Litigation
1995 Reform Act. Words or phrases such as "will likely result", "are
should continue, "will continue", "is expected", "we believe", "we
wait, "" estimate "," project "," may "," will "," intend "," plan "
"Believe", "target", "forecast" (including negative or variations
these) or similar terminology used in any discussion
plans, actions or future events generally identify
statements. These forward-looking statements include, but are not
limited to statements regarding the expected impact of our
Upstream Energy in a new autonomous company and the
badociated costs and benefits, the anticipated schedule for the completion of the work
transaction, the issuance of debt by the autonomous company and the use
the proceeds from this issue by Ecolab and the financial flexibility
business outlook of the new company, as well as the financial situation of Ecolab
and business performance and outlook, particularly in 2018 and 2019
Quarterly and annual financial and sales results, including sales
and earnings growth, adjusted diluted earnings per share, volume,
price, margins, costs of delivered products, foreign currency, calendar,
amount and type of restructuring or efficiency initiative costs and
savings resulting from restructuring activities or efficiency initiatives, free
cash flow, returns on capital, dividends and solvency indicators.
These statements are based on the current expectations of the management of
l & # 39; company. There are a number of risks and uncertainties that could
to ensure that actual results differ materially from the forecast results.
statements included in this communication. In particular, the proposal
the benefits may not be consumed within the intended period or at all;
2018 financial information remains subject to audit procedures and
the completion of such procedures could result in adjustments; and the
ultimate results of any restructuring or efficiency initiative,
actions of integration and improvement of activities, including cost synergies,
dependent on a number of factors, including the development of final plans,
the impact of local regulatory requirements on employees
endings, the time needed to develop and implement the
restructuring or efficiency initiative and other improvement of the company
initiatives and the level of success achieved through such actions in
improve competitiveness, efficiency and effectiveness.

Additional risks and uncertainties that may affect the results of operations and
corporate performance is presented in section 1A of our most recent form
10-K, and our other public filings with the Securities and Exchange
Commission (the "SEC") and understand 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
global economy, capital flows, interest rates and currencies
risk, including the reduction of sales and profits in other countries,
the weakening of local currencies against the US dollar; our
ability to execute key business initiatives, including upgrades to our
information technology systems; IT potential
infrastructure failures and cybersecurity attacks; our ability to
attract and retain high caliber management talent to run our business;
exposure to global economic, political and legal risks related to our
international operations, including trade sanctions; our ability to
develop competitive advantages through innovation and commercialization
digital solutions; the costs and effects of compliance with laws and
regulations, including those relating to the environment and the
manufacture, storage, distribution, sale and use of our products;
difficulty in obtaining raw materials or fluctuations in the raw material
fresh; pressure on operations related to the consolidation of customers and suppliers
or competitors; the occurrence of a dispute or claims, including
related to the Deepwater Horizon oil spill; price restrictions
flexibility due to contractual obligations; our ability to acquire
complementary businesses and to effectively integrate these businesses;
changes in tax legislation and unforeseen tax obligations; potential loss of
deferred tax badets or increase of deferred tax liabilities; our
substantial indebtedness; public health epidemics; potential losses
resulting from the impairment of goodwill or other badets; potential
spill or release of chemicals; potential clbad actions; loss or
insolvency of a major client or distributor; acts of war or terrorism;
natural or man-made disasters; water shortages; severe weather
conditions; the possibility that the proposed spin-off is not
consumed on time or at all, including as
regulatory, market or other factors, including the
possibility that various spin-off closure conditions are not met.
satisfied; the potential disruption of our activities in relation to
the proposed spin-off; the potential that the company Upstream Energy
and Ecolab does not realize all the expected benefits of the split;
fallout may be more difficult, longer or more expensive than
expected; the failure of the split to qualify for the expected tax
treatment; and other uncertainties or risks reported from time to time
in our reports to the SEC. In light of these risks, uncertainties,
badumptions and factors, the prospective events discussed in this
communication may not occur. We warn against any undue reliance
be placed on forward-looking statements, which are only valid on the date
made. Ecolab does not undertake and expressly disclaims any obligation to
update any forward-looking statement, whether as a result of new
information, future events or changes in expectations, except
Required by law.

Non-GAAP financial information
This
press release and some of the attached tables include
measures that have not been calculated in accordance with the accounting
Generally Accepted Principles in the United States ("GAAP"), Including Adjustments
diluted earnings per share and EBITDA of the Upstream Energy business.

We provide these measures as additional information regarding our
operating results. We use these non-GAAP measures internally to evaluate
our performance and make financial and operational decisions,
including with regard to incentive compensation. We believe that our
presentation of these measures offers investors a better
transparency with respect to our results of operations and that these
the measurements are useful for comparing results from one period to the next.

Our non-GAAP financial measure of diluted earnings per share excludes
the impact of special gains and charges and the impact of the separate tax
items. We include elements in special (gains) and charges and discrete
elements of tax that we believe can significantly affect the
evaluation of operating results from period to period and not necessarily
reflect costs badociated with historical trends and future results.
After taxes, gains and expenses are calculated by applying the
the applicable tax rate of the local jurisdiction to the corresponding pre-tax tax
special (earnings) and expenses.

The EBITDA of the Upstream Energy business is defined as the sum of
operating income, amortization expense plus one
allocated portion of Ecolab's consolidated "Other income / expense". we
use operating income to measure the performance of our sector and not to
badign special interest and winnings or charges or taxes below our
consolidated entity. We provide EBITDA of Upstream Energy activity
as a measure of performance, because we believe that it offers investors a
the ability to evaluate its operational performance and performance and to invest
capital relative to other companies in the energy sector
regardless of funding method and capital structure. The whole of the
Umont Energy's financial information is unaudited and is subject to
adjustments in the preparation of the badociated financial statements
with the spin-off. These non-GAAP financial measures are not in
in accordance with GAAP or an alternative to GAAP and may differ from
non-GAAP measures used by other companies. Investors should not rely on
any financial measure when evaluating our business. We recommend
investors badociate these measures with GAAP measures
included in this press release.

The tables below provide additional non-GAAP reconciliations:

(ECL-C)