Ecolab (ECL) 10-K risk factor changes: FY2021 vs FY2020

[removed: The] [added: Beginning in March 2020, the] COVID-19 pandemic [removed: has] had a rapid and significant negative impact on the global economy, including a significant downturn in the foodservice, hospitality and travel industries.

Measures taken to alleviate the pandemic (such as stay-at-home orders and other responsive measures) [removed: have] significantly impacted our restaurant and hospitality customers and negatively affected demand for our products and services in these segments, resulting in a material adverse effect on our business and results of operations.

We expect the full impact of the COVID-19 pandemic, including the extent of its effect on our business, results of operations and financial condition, to be dictated by future developments which remain uncertain and cannot be predicted, such as the severity of the disease, the duration of the outbreak, the [removed: distribution] [added: distribution, acceptance] and efficacy of vaccines, the likelihood of a resurgence of the outbreak, [added: including as a result of emerging variants,] actions that may be taken by governmental authorities intended to minimize the spread of the pandemic or to stimulate the economy and other unintended consequences.

| | ● | We rely on a global workforce and take measures to protect the health and safety of our employees, customers and others with whom we do business while continuing to effectively manage our employees and maintain business operations. We have taken additional measures and incurred additional expenses to protect the health and safety of our employees to comply with applicable government requirements and safety guidance. Additionally, our business operations may be disrupted if a significant portion of our workforce is unable to work safely and effectively due to illness, quarantines, government actions or other restrictions or measures responsive to the pandemic, or if members of senior management or our Board of Directors are unable to perform their duties for an extended period of time. [added: A significant outbreak in one of our manufacturing facilities could adversely impact our ability to make and ship products in a timely manner.] Measures taken across our business operations to address health and safety may not be sufficient to prevent the spread of COVID-19 among our employee base, customers and others. Therefore, we could face operational disruptions and incur additional expenses, including devoting additional resources to assisting employees diagnosed with COVID-19 and further changing health and safety protocols and processes, that could adversely affect our business and results of operations. |

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

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

[removed: This year] [added: The last two years] we [removed: are experiencing] [added: have experienced] the negative impact of the COVID-19 pandemic on the demand for our products and services provided to customers in the full-service restaurant, hospitality, lodging and entertainment industries.

In [removed: recent] [added: prior] years, the weaker global economic environment, particularly in Europe, has also negatively impacted certain of our end-markets.

[removed: Similar currency devaluations, credit market disruptions or other] [added: Recent political and] economic [removed: turmoil] [added: upheaval] in [removed: other] countries [added: with Ecolab operations, such as Russia, Turkey, and Argentina,] could [added: also] have a material adverse impact on our consolidated results of operations, financial position and cash flows by negatively impacting economic activity, including in our key end-markets, and by further weakening the local currency versus the U.S. dollar, resulting in reduced sales and earnings from our foreign operations, which are generated in the local currency, and then translated to U.S. dollars.

We [removed: may be] [added: are] subject to information technology system failures, network disruptions and breaches in data security.

The size and complexity of our information technology systems make them [removed: potentially] vulnerable to failure, malicious intrusion and random attack.

Likewise, data security breaches by employees or others with permitted access to our systems [removed: may] pose a risk that sensitive data may be exposed to unauthorized persons or to the public.

While we have invested in protection of data and information technology, [added: we have experienced immaterial cybersecurity attacks and incidents, and] there can be no assurance that our efforts will prevent failures, cybersecurity attacks or breaches in our systems that could cause reputational damage, business disruption or legal and regulatory costs; could result in third-party claims; could result in compromise or misappropriation of our intellectual property, trade secrets or sensitive information; or could otherwise adversely affect our business.

Our results could be materially and adversely affected by difficulties in securing the supply of certain raw materials or by fluctuations in the cost of raw [removed: materials_._][added: materials.]

The prices of raw materials used in our business [removed: can fluctuate from time to time,] [added: fluctuate,] and in recent years we have experienced periods of [added: significant] increased raw material costs.

Changes in raw material prices, unavailability of adequate and reasonably priced raw materials or substitutes for those raw materials, or the inability to obtain or renew supply agreements on favorable terms [added: has materially and adversely affected our business and] can [added: in the future] materially and adversely affect our consolidated results of operations, financial position or cash flows.

In particular, we are undertaking the [added: Institutional Advancement Program and] Accelerate 2020 plan to simplify and automate processes and tasks, reduce complexity and management layers, consolidate facilities and focus on key long term growth areas by leveraging technology and structural improvements as discussed under Note 3 entitled “Special (Gains) and Charges” of this Form 10-K.

We conduct business in approximately 170 countries and, in [removed: 2020,] [added: 2021,] approximately 48% of our net sales originated outside the United States.

[removed: In addition, changes] [added: Changes] in U.S. or foreign government policy on international trade, including the imposition or continuation of tariffs, could materially and adversely affect our business.

[removed: While the U.S. and China signed what is being known as the Phase One Deal in January 2020, which included the suspension and rollback of tariffs, any] [added: Any] new tariffs imposed by the U.S., China or other countries or any additional retaliatory measures by any of these countries, could increase our costs, reduce our sales and earnings or otherwise have an adverse effect on our operations.

Further, our operations outside the United States require us to comply with a number of United States and [removed: international] [added: non-U.S. laws and] regulations, including anti-corruption laws such as the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act, as well as U.S. and [removed: international] [added: non-U.S.] economic sanctions regulations.

We have internal policies and procedures relating to such [added: laws and] regulations; however, there is risk that such policies and procedures will not always protect us from the misconduct or reckless acts of employees or representatives, particularly in the case of recently acquired operations that may not have significant training in applicable compliance policies and procedures.

Violations of such laws and regulations could result in disruptive [removed: investigations of us,] [added: investigations,] significant fines and sanctions, which could have a material adverse effect on our consolidated results of operations, financial position or cash flows.

Customers and vendors in the foodservice, hospitality, travel, healthcare, energy, [added: life sciences,] food processing and pulp and paper industries, as well as other industries we serve, have consolidated in recent years and that trend may continue.

Our business depends on our ability to comply with laws and governmental [removed: regulations,] [added: regulations] and [added: meet our contractual commitments and failure to do so could materially and adversely impact our business; and] we may be materially and adversely affected by changes in laws and regulations_._

A chemical spill or release could materially and adversely impact our [removed: business.][added: business.]

Defense of litigation, particularly certain types of actions such as antitrust, patent infringement, personal injury, product liability, [added: breach of contract,] wage hour and class action lawsuits, can be costly and time consuming even if ultimately successful, and if not successful could have a material adverse effect on our consolidated results of operations, financial position or cash flows.

[removed: Federal government] [added: Government] shutdowns can have a material adverse effect on our consolidated results of operations or cash flows by disrupting or delaying new product launches, renewals of registrations for existing products and receipt of import or export licenses for raw materials or products.

Hurricanes or other severe weather events impacting the Gulf [added: Coast, such as the winter freeze in Texas and the Gulf] Coast [removed: could] [added: in February 2021, can] materially and adversely affect our ability to obtain raw materials at reasonable cost, or at all, and could adversely affect our business with our customers in the region.

Increases in income tax rates, changes in income tax laws [removed: (including regulations which interpret the Tax Act)] or unfavorable resolution of tax matters could have a material adverse impact on our financial results.

| | ● | reducing our flexibility in planning for or reacting to changes in our business and market conditions; [removed: and] |

As of December 31, [removed: 2020,] [added: 2021,] we had goodwill of [removed: $6.0] [added: $8.1] billion which is maintained in various reporting units, including goodwill from the Nalco [removed: transaction.][added: and Purolite transactions.]

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

While many of these measures eased through the third quarter of 2021 driving increased consumer traffic and in-unit dining, the spread of COVID-19 variants resulted in restrictions on activities in the fourth quarter, particularly in geographies where vaccination rates lag, continuing to impact consumer activity.

Concerns remain that our markets could see a prolonged resurgence of cases triggering additional government mandated lockdowns or similar restrictions.

In addition, the COVID-19 pandemic continues to have a material effect on the macroeconomic environment, including significant supply chain disruptions resulting from labor shortages, disruptions to logistics networks and capacity constraints, and there is continued uncertainty around its duration and ultimate impact.

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

For example, COVID-19 has impacted global supply chains for most products, as well as led to disruption and volatility in global capital markets, which increases the cost of capital and could potentially adversely impact access to capital.

COVID-19 has caused similar volatility in foreign currency markets, increasing risk of unfavorable impacts on earnings due to significant FX rate movements.

We depend on key personnel to lead our business; the labor market is very dynamic in the wake of the Covid-19 pandemic.

More generally, in the wake of the COVID-19 pandemic, expectations from qualified talent in many areas of the labor market have evolved.

In light of this, if we are unable to attract and retain employees on terms and conditions that are consistent with our historical operating model, our business could be disrupted or our costs could increase, which may materially and adversely affect our business.

While the U.S. and China signed a Phase One trade agreement in January 2020, which included the suspension and rollback of tariffs, the U.S. Senate subsequently passed legislation in 2021 aimed at countering China’s technical ambitions and similar legislation was introduced in the House in 2022.

In February 2022, following Russia’s invasion of Ukraine, the U.S. and other countries announced sanctions against Russia.

The sanctions announced by the U.S. and other countries against Russia to date include restrictions on selling or importing goods, services or technology in or from affected regions, travel bans and asset freezes impacting connected individuals and political, military, business and financial organizations in Russia, severing Russia’s largest bank from the U.S. financial system, barring some Russian enterprises from raising money in the U.S. market and blocking the access of Russian banks to financial markets.

The U.S. and other countries could impose wider sanctions and take other actions should the conflict further escalate.

While it is difficult to anticipate the impact the sanctions announced to date may have on Ecolab, any further sanctions imposed or actions taken by the U.S. or other countries, and any retaliatory measures by Russia in response, such as restrictions on energy supplies from Russia to countries in the region, could increase our costs, reduce our sales and earnings or otherwise have an adverse effect on our operations.

​

​

We may not realize the anticipated benefits of the Purolite acquisition.

We recently acquired Purolite, which operates in the highly regulated life sciences, pharma and biopharma industries and has extensive international operations which complicate integration execution.

If we have difficulty integrating Purolite operations or lose key employees or customers, our business could be materially and adversely affected.

​

In particular, we are affected by the impact of changes to tax laws or related authoritative interpretations in the United States.

While the ultimate adoption of new tax legislation is uncertain, it is possible that any such legislation may include increases to the tax rates at which income of U.S. companies would be taxed.

We are also subject to changes in tax law outside the United States and actions taken with respect to tax-related matters by associations such as the Organization for Economic Co-operation and Development (“OECD”), which represents a coalition of member countries, and the European Commission which influence tax policies in countries where we operate.

For example, approximately 140 countries have agreed to the OECD’s two-pillar base erosion and profit shifting project (“BEPS”).

This framework, which is expected to be implemented in some countries beginning in 2023, is focused on a number of issues, including shifting taxing rights on income from residence countries to source countries and establishing a minimum 15% global tax rate.

As of December 31, 2021, we had approximately $8.8 billion in outstanding indebtedness, with approximately $1.7 billion in the form of floating rate debt.

| | ● | exposing us to interest rate risk since a portion of our debt obligations are at variable rates. For example, a one percentage point increase in the average interest rate on our floating rate debt at December 31, 2021 would increase future interest expense by approximately $17 million per year; and |

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The COVID-19 pandemic has materially and adversely impacted, and we expect will continue to materially and adversely impact, our business.

Prolonged economic weakness, including an extended period of elevated levels of unemployment in the key countries we serve, could further reduce discretionary consumer spending and consumer confidence, which could have a further adverse effect on our business and results of operations.

For example, in 2011 and 2012, the European Union’s sovereign debt crisis negatively impacted economic activity in that region as well as the strength of the euro versus the U.S. dollar.

Additionally, the June 2016 Brexit vote resulted in a sharp decline in the value of the British pound, as compared to the U.S. dollar and other currencies, and has caused increased fluctuations and unpredictability in foreign currency exchange rates.

The possibility for referendum by other EU member states may lead to further market volatility.

Other regions of the world, including emerging market areas, also expose us to foreign currency risk.

As a result of increasing currency controls, importation restrictions, workforce regulations, pricing constraints and local capitalization requirements, we deconsolidated our Venezuelan subsidiaries effective as of the end of the fourth quarter of 2015.

Prior to deconsolidation, across the second through fourth quarters of 2015, we devalued our Venezuelan bolivar operations within various of our operating segments, including Water, Paper, Food & Beverage and Institutional.

We depend on key personnel to lead our business.

As a result of a referendum in June 2016, the UK withdrew from the European Union on January 31, 2020.

It began a transition period in which to negotiate a new trading relationship for goods and services that ended on December 31, 2020.

On December 24, 2020, the EU and UK agreed to a trade deal with no tariffs nor quotas on products, regulatory and customs cooperation mechanisms as well as provisions ensuring a level playing field for open and fair competition.

Since the referendum, there have been periods of significant volatility in the global stock markets and currency exchange rates, as well as challenging market conditions in the UK.

Given the lack of comparable precedent, it is unclear what financial, trade, regulatory and legal implications the agreed Brexit trade deal will have on our business, particularly our UK and other European operations, however, Brexit and its related effects could adversely affect our relationships with customers, suppliers and employees and could have a material adverse effect our business.

In particular, we are affected by the impact of changes to tax laws or related authoritative interpretations in the United States, including tax reform under the 2017 Tax Cuts and Jobs Act (the “Tax Act”), which includes broad and complex changes to the United States tax code, and the state tax response to the Tax Act, including, but not limited to variability in our future tax rate.

We are also subject to changes in tax law outside the United States.

For example, the Organization for Economic Co-operation and Development (“OECD”), which represents a coalition of member countries, is supporting changes to numerous long-standing tax principles through its base erosion and profit shifting project (“BEPS”), which is focused on a number of issues, including improving tax disclosure and transparency and eliminating structures and activities that could be perceived by a particular country as resulting in tax avoidance.

The changes recommended by the OECD have been or are being adopted by many of the countries in which we do business.

As of December 31, 2020, we had approximately $6.7 billion in outstanding indebtedness, which was comprised almost entirely of fixed rate debt.

The ChampionX business met the criteria to be reported as discontinued operations because the separation of ChampionX [removed: is] [added: was] a strategic shift in business that [removed: has] [added: had] a major effect on our operations and financial results.

Subsequent to the separation of ChampionX, we [removed: will] no longer report the Upstream Energy segment, which previously held the ChampionX business.

When measured in fixed rates of foreign currency exchange, fixed currency sales [removed: decreased 5%] [added: increased 6%] compared to the prior year.

Acquisition adjusted fixed currency sales [removed: decreased 7%] [added: increased 5%] compared to the prior year.

Our reported gross margin was [removed: 41.4%] [added: 40.2%] of sales for [removed: 2020,] [added: 2021,] compared to our [removed: 2019] [added: 2020] reported gross margin of [removed: 43.9%.][added: 41.4%.]

Excluding the impact of special (gains) and charges [added: and impacts from the Purolite transaction] included in cost of sales from both [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] our adjusted gross margin was [removed: 41.8%] [added: 40.9%] in [removed: 2020] [added: 2021] and [removed: 44.2%] [added: 41.8%] in [removed: 2019.][added: 2020.]

Adjusted operating income, excluding the impact of special (gains) and [removed: charges, decreased 19%] [added: charges and the impacts of the Purolite transaction, increased 11%] in [removed: 2020.][added: 2021.]

When measured in fixed rates of foreign currency exchange, adjusted fixed currency operating income [removed: decreased 18%] [added: increased 8%] in [removed: 2020.][added: 2021.]

Reported continuing operations diluted EPS [removed: decreased 32%] [added: increased 17%] to [removed: $3.33] [added: $3.91] in [removed: 2020] [added: 2021] compared to [removed: $4.87] [added: $3.33] in [removed: 2019.][added: 2020.]

Special (gains) and charges in 2020 [removed: were driven primarily by the impact of] [added: include] debt refinancing charges, restructuring charges, disposal and impairment charges, [removed: discrete tax items,] [added: Healthcare product recall charges,] acquisition and integration charges, [removed: charges for pay protection for certain employees impacted by] COVID-19 [removed: net of government subsidies] [added: related charges,] and litigation and other charges.

Adjusted continuing operations diluted EPS, which exclude the impact of special (gains) and [removed: charges] [added: charges, the impacts of the Purolite transaction] and discrete tax items [removed: decreased 21%] [added: increased 17%] to [removed: $4.02] [added: $4.69] in [removed: 2020] [added: 2021] compared to [removed: $5.12] [added: $4.02] in [removed: 2019.][added: 2020.]

We remain committed to maintaining “A” range ratings [removed: metrics,] [added: metrics over the long-term,] supported by our current credit ratings of [removed: A-/Baa1/A-] [added: A-/A3/A-] by Standard & Poor’s, Moody’s Investor Services and Fitch, respectively.

Our net debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”) was [removed: 2.4] [added: 3.4] and [removed: 2.3] [added: 2.4] for [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

See the “Net Debt to EBITDA” table on page [removed: 45] [added: 44] for reconciliation information.

Cash flow from continuing operations operating activities was [removed: $1.7] [added: $2.1] billion in [removed: 2020] [added: 2021] compared to [removed: $2.0] [added: $1.7] billion in [removed: 2019.][added: 2020.]

We continued to generate strong cash flow from operations, allowing us to fund our ongoing operations, [removed: acquisitions,] investments in our business, [added: acquisitions,] debt repayments, pension obligations and return cash to our shareholders through share repurchases and dividend payments.

We increased our quarterly cash dividend [removed: 2%] [added: 6%] in December [removed: 2020,] [added: 2021,] bringing annual dividends declared to [removed: $1.89] [added: $1.95] per share.

The increase represents our [removed: 29th] [added: 30th] consecutive annual dividend rate increase and the [removed: 84th] [added: 85th] consecutive year we have paid cash dividends.

In March 2020, [removed: coronavirus 2019 (“COVID-19”)] [added: COVID-19] was declared a pandemic [removed: (“pandemic”)] by the World Health Organization.

These estimates and assumptions may change in future periods and will be recognized in the consolidated financial [removed: information as new events occur and additional information becomes known.]

For additional information on revenue recognition, [removed: see] [added: refer to] Note 18.

For additional information on our commitments and contingencies, [removed: see] [added: refer to] Note 16.

| ● | The discount rate assumptions for our U.S. plans are assessed using a yield curve constructed from a subset of bonds yielding greater than the median return from a population of non-callable, corporate bond issues that have an average rating of AA when averaging available Moody’s Investor Services, Standard & Poor’s and Fitch ratings. The discount rate is calculated by matching the plans’ projected cash flows to the bond yield curve. For [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] we measured service and interest costs by applying the [removed: specific spot rates along that yield curve to the plans’ liability cash flows. We believe this approach provides a more precise measurement of service and interest costs by aligning the timing of the plans’ liability cash flows to the corresponding spot rates on the yield curve. In determining our U.S. pension obligations for 2020, our weighted-average discount rate decreased to 2.48% from 3.20% at year end 2019. In determining our U.S. postretirement health care obligation for 2020, our weighted-average discount rate decreased to 2.37% from 3.16% at year end 2019.] |

| ● | The expected rate of return on plan assets reflects asset allocations, investment strategies and views of investment advisors, and represents our expected long-term return on plan assets. Our weighted-average expected return on U.S. plan assets used in determining the U.S. pension and U.S. postretirement health care expenses was [removed: 7.25%] [added: 7.00%] for 2021, [added: 7.25% for] 2020 and [added: 7.25% for] 2019. |

| ● | Projected salary and health care cost increases are based on our long-term actual experience, the near-term outlook and assumed inflation. Our weighted-average projected salary increase used in determining the U.S. pension expenses was 4.03% for [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018.] [added: 2019.] |

| ● | For postretirement benefit measurement purposes as of December 31, [removed: 2020,] [added: 2021,] the annual rates of increase in the per capita cost of covered health care were assumed to be [removed: 8.00%] [added: 6.75%] for pre-65 costs and [removed: 10.75%] [added: 7.25%] for post-65 costs. The rates are assumed to decrease each year until they reach [removed: 5%] [added: 4.5%] in [removed: 2028] [added: 2029] and remain at those levels thereafter. |

| ● | In determining our U.S. pension and U.S. postretirement health care obligation for [removed: 2020,] [added: 2021,] we utilized the most recent mortality table, [removed: MP-2020] [added: MP-2021] projection scale (applied to the Pri-2012 mortality table). |

Significant differences in actual experience or significant changes in assumptions may materially affect future pension and other postretirement [removed: obligations.][added: obligations and expense.]

The unrecognized net actuarial loss on our U.S. qualified and non-qualified pension plans [removed: increased] [added: decreased] to [removed: $691] [added: $397] million as of December 31, [removed: 2020] [added: 2021] from [removed: $632] [added: $691] million as of December 31, [removed: 2019] [added: 2020] (both before tax), primarily due to current year net actuarial [removed: losses.][added: gains.]

The effect of a decrease in the discount rate or decrease in the expected return on assets assumption as of December 31, [removed: 2020,] [added: 2021,] on the December 31, [removed: 2020] [added: 2021] defined benefit obligation and [removed: 2021] [added: 2022] expense is shown below, assuming no changes in benefit levels and no amortization of gains or losses for our significant U.S. plans.

| ​ | ​ | Assumption | ​ | Recorded | | | ​ | [removed: 2021] [added: 2022] | | |

| Discount rate | | \-0.25 pts | ​ | ​ | [removed: $71.9] [added: $65.6] | ​ | ​ | ​ | $3.3 | ​ |

| ​ | ​ | Assumption | ​ | Recorded | | | ​ | [removed: 2021] [added: 2022] | | |

| Discount rate | | \-0.25 pts | | ​ | [removed: $4.5] [added: $4.4] | ​ | | ​ | [removed: $0.2] [added: $0.1] | ​ |

[removed: See] [added: Refer to] Note 17 for further discussion concerning our accounting policies, estimates, funded status, contributions and overall financial positions of our pension and postretirement plan obligations.

[removed: Restructuring charges] [added: These activities] have been included as a component of cost of [removed: sales and] [added: sales,] special (gains) and [removed: charges] [added: charges, and other (income) expense] on the Consolidated [removed: Statement] [added: Statements] of Income.

Restructuring liabilities have been classified as a component of [removed: both] other current and other noncurrent liabilities on the Consolidated Balance [removed: Sheet.][added: Sheets.]

A number of years may elapse before a particular tax matter, for which we have established a [removed: reserve,] [added: liability for uncertain tax position,] is audited and finally resolved.

The Internal Revenue Service (“IRS”) has completed [removed: its] examinations of our U.S. federal income tax returns through 2016 and the years 2017 and 2018 are currently under audit.

We believe our tax returns properly reflect the tax consequences of our operations, and our [removed: reserves] [added: liabilities] for [added: uncertain] tax [removed: contingencies] [added: positions] are appropriate and sufficient for the positions taken.

Purolite acquisition

On December 1, 2021, we acquired Purolite for total consideration of $3.7 billion in cash.

Purolite is a leading and fast-growing global provider of high-end ion exchange resins for the separation and purification of solutions for pharmaceutical and industrial applications.

Headquartered in King of Prussia, Pennsylvania, Purolite operates in more than 30 countries.

Purolite is reported within our Life Sciences operating segment.

In addition, the remaining impacts of the Purolite acquisition including operating results, acquisition-related amortization and interest expense related to the transaction have also been excluded from adjusted results.

As part of the separation, we also entered into a Master Cross Supply and Product Transfer agreement with ChampionX to provide, receive or transfer certain products for a period up to 36 months.

Sales of product to ChampionX under this agreement are recorded in product and equipment sales in the Corporate segment along with the related cost of sales.

These transactions are removed from the consolidated results as part of the calculation of the impact of acquisitions and divestitures.

In 2021, we delivered strong sales performance in an environment where COVID-19 infections impacted business activity and further disrupted global supply chains which together, impacted the global recovery.

Delivered product cost inflation and other supply constraints increased significantly but we undertook extraordinary measures to assure our customers were supplied with our critical products and services.

Double-digit sales growth in the Institutional & Specialty and Other segments along with strong Industrial segment growth more than offset the Healthcare & Life Sciences segment’s decline versus a very strong gain last year.

Accelerating pricing and higher volume more than offset significantly higher delivered product costs and supply constraints, including the impact of Texas Freeze and Hurricane Ida, and the comparison to lower variable compensation last year.

Reported sales increased 8% to $12.7 billion in 2021 from $11.8 billion in 2020.

Reported operating income increased 15% to $1.6 billion in 2021, compared to $1.4 billion in 2020.

Special (gains) and charges in 2021 include COVID-19 related charges, restructuring charges, debt refinancing charges, acquisition and integration charges, and litigation and other charges.

The impact of the Purolite transaction was $0.02 per share dilutive to reported earnings per share from continuing operations (excluding special charges) as sales since its December 1, 2021 acquisition were more than offset by acquisition-related amortization and interest expense.

information as new events occur and additional information becomes known.

Litigation and Environmental Liabilities

| | specific spot rates along that yield curve to the plans’ liability cash flows. We believe this approach provides a more precise measurement of service and interest costs by aligning the timing of the plans’ liability cash flows to the corresponding spot rates on the yield curve. In determining our U.S. pension obligations for 2021, our weighted-average discount rate increased to 2.86% from 2.48% at year-end 2020. In determining our U.S. postretirement health care obligation for 2021, our weighted-average discount rate increased to 2.75% from 2.37% at year-end 2020. |

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Long-lived and amortizable intangible assets acquired are recorded on the acquisition date at their respective fair values based on the fair value requirements defined in U.S. GAAP.

This requires us to make significant estimates and assumptions relating to the present value of its future cash flows, such as growth rates, royalty rates or discount rates.

| Impact of Purolite on net sales | ​ | ​ | 12.0 | ​ | ​ | ​ | \- | ​ | ​ | ​ | \- | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Non-GAAP adjusted net sales | ​ | ​ | 12,721.1 | ​ | ​ | ​ | 11,790.2 | ​ | ​ | ​ | 12,562.0 | ​ | ​ | 8 | % | ​ | (6) | % |

| Impact of Purolite on COS | ​ | 7.6 | ​ | ​ | ​ | ​ | ​ | ​ | \- | ​ | ​ | ​ | ​ | ​ | ​ | \- | ​ | ​ | ​ | ​ |

The decrease primarily reflected increased pricing and higher volumes which were more than offset by significantly higher delivered product costs and supply constraints, including the impact of the Texas Freeze and Hurricane Ida.

The decreased SG&A ratio (SG&A expenses as a percentage of reported net sales) comparing 2021 against 2020 was driven primarily by higher net sales, cost savings initiatives and reduction in bad debt, partially offset by higher variable compensation compared to last year.

In 2021, we recorded total restructuring charges of $12.6 million ($10.2 million after tax) or $0.04 per diluted share, primarily related to severance, disposals of equipment and office closures.

We have recorded $47.8 million ($36.6 million after tax), or $0.13 per diluted share of cumulative restructuring charges under the Institutional Plan.

The Institutional Plan has delivered $41 million of cumulative cost savings with estimated annual cost savings of $50 million in continuing operations by 2024.

During 2021, we incurred restructuring charges of $18.7 million ($17.0 million after tax), or $0.06 per diluted share, related to other immaterial restructuring activity.

The charges primarily related to severance and asset write-offs.

Cash payments during 2021 related to all other restructuring plans excluding the Accelerate 2020 and Institutional Plan were $10.5 million.

Acquisition and integration costs reported in product and equipment cost of sales on the Consolidated Statements of Income in 2021 include $4.2 million ($3.3 million after tax) or $0.01 per diluted share and are related to the recognition of fair value step-up in the Purolite inventory.

Charges are related to CID Lines, Bioquell and the Laboratoires Anios (“Anios”) acquisitions and consist of integration costs and advisory and legal fees.

COVID-19 activities

Customer demand for sanitizer products surged at the outset of COVID-19.

We worked hard to meet the rapidly increasing demand and sold the vast majority of the sanitizer inventory.

However, COVID-19 variant-related delays of customer’s reopening and consumer activity resulted in a small portion of excess sanitizer inventory.

In 2020, we faced significant effects from the COVID-19 pandemic.

While the greater use of cleaning and sanitizing products benefited consolidated results and led to strong growth in the Healthcare & Life Sciences segment, this was more than offset by reduced overall volumes in the Institutional & Specialty, Industrial and Other segments primarily due to lower levels of global economic activity resulting from mandated government restrictions implemented to control the pandemic spread.

Despite the range of actions we took to expand our sales and benefit our earnings through new products, programs, investments in the business and cost efficiency programs, as well as to position us for long term growth, the more substantial impact from the pandemic resulted in lower sales and a significant earnings decline for the full year.

Reported sales decreased 6% to $11.8 billion in 2020 from $12.6 billion in 2019.

Reported operating income decreased 24% to $1.4 billion in 2020, compared to $1.8 billion in 2019.

Special (gains) and charges in 2018 were driven primarily by the impact of restructuring charges and our commitment to the Ecolab Foundation.

For additional information on our allowance for doubtful accounts, see discussion below.

Valuation Allowances and Accrued Liabilities

Allowances for Doubtful Accounts

Accounts receivable are carried at the invoiced amounts, less an allowance for doubtful accounts, and generally do not bear interest.

Our allowance for doubtful accounts reflects our expectations of expected credit losses and is determined by analyzing accounts receivable balances by age and applying historical write-off and collection trend rates.

Our estimates separately consider macroeconomic trends and specific circumstances and credit conditions of customer receivables.

Account balances are written off against the allowance when it is determined the receivable will not be recovered.

Our allowance for doubtful accounts balance was $84 million and $56 million, as of December 31, 2020 and 2019, respectively.

These amounts include our allowance for sales returns and credits of $16 million and $17 million as of December 31, 2020 and 2019, respectively.

Our bad debt expense as a percent of reported net sales was 0.5%, 0.2% and 0.1% in 2020, 2019, and 2018.

Our 2020 bad debt expense reflects a slight deterioration in the collectability of our credit portfolio due to the COVID-19 pandemic.

We believe that the COVID-19 pandemic may continue to have an impact on future results consistent with 2020 experience.

However, if the financial condition of our customers were to deteriorate, resulting in an inability to make payments, or if unexpected events, economic downturns, or significant changes in future trends were to occur, additional allowances may be required.

For additional information on our allowance for doubtful accounts, see Note 2.

Accrued Liabilities

Restructuring

Our restructuring activities are associated with plans to enhance our efficiency, effectiveness and sharpen the competitiveness of our businesses.

These restructuring plans include net costs associated with significant actions involving employee-related severance charges, contract termination costs and asset write-downs and disposals.

Employee termination costs are largely based on policies and severance plans, and include personnel reductions and related costs for severance, benefits and outplacement services.

These charges are reflected in the quarter in which the actions are probable and the amounts are estimable, which typically is when management approves the associated actions.

Contract termination costs include charges to terminate leases prior to the end of their respective terms and other contract termination costs.

Asset write-downs and disposals include leasehold improvement write-downs, other asset write-downs associated with combining operations and disposal of assets.

Amounts included as a component of cost of sales include supply chain related severance and other asset write-downs associated with combining operations.

Our restructuring liability balance was $102 million and $103 million as of December 31, 2020 and 2019, respectively.

For additional information on our restructuring activities, see Note 3.

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted, which reduced the U.S. federal corporate tax rate from 35% to 21%, required companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and created new taxes on certain foreign sourced earnings.

The Tax Act added many new provisions including changes to bonus depreciation, the deduction for executive compensation and interest expense, a tax on global intangible low taxed income (“GILTI”), the base erosion anti abuse tax (“BEAT”) and a deduction for foreign derived intangible income (“FDII”).

We have elected the period cost method and included the GILTI impact in our tax expense.

We recorded updates to the estimated discrete tax expense (benefit) of the one-time transition tax in 2018 and 2019 of $66 million and $(3.1) million, respectively, primarily due to the issuance of technical guidance in both years, the finalization of certain estimates as a result of filing the 2017 and 2018 U.S. federal tax returns and the finalization of the balance sheet positions used in the calculation of the transition tax.

We have completed our accounting for the effects of the Tax Act as they relate to the repricing of deferred tax balances and the one-time transition tax.

Assets Held for Sale

Assets and liabilities are classified as held for sale and presented separately on the balance sheet when all of the following criteria for a plan of sale have been met: (1) management, having the authority to approve the action, commits to a plan to sell the assets; (2) the assets are available for immediate sale, in their present condition, subject only to terms that are usual and customary for sales of such assets; (3) an active program to locate a buyer and other actions required to complete the plan to sell the assets have been initiated; (4) the sale of the assets is probable and is expected to be completed within one year; (5) the assets are being actively marketed for a price that is reasonable in relation to their current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or the plan will be withdrawn.

The ChampionX business met the criteria to be held for sale immediately prior to the Separation.

The ChampionX business was previously recorded in the Global Energy reportable segment, which became the Upstream Energy reportable segment beginning in 2020 and subsequently has been reported in discontinued operations.

On June 3, 2020, [removed: the Company] [added: we] completed the previously announced separation of [removed: its] [added: our] Upstream Energy business (the “ChampionX business”) in a Reverse Morris Trust transaction (the “Transaction”) through the split-off of ChampionX Holding Inc. (“ChampionX”), formed by Ecolab as a wholly owned subsidiary to hold the ChampionX business, followed immediately by the merger (the “Merger”) of ChampionX with a wholly owned subsidiary of ChampionX Corporation (f/k/a Apergy Corporation, “Apergy”).

Therefore, we [removed: are reporting] [added: reported] the historical results of ChampionX, including the results of operations and cash flows as discontinued operations, and related assets and liabilities were retrospectively reclassified for all periods presented herein.

Subsequent to the separation of ChampionX, [removed: the Company] [added: we] no longer [removed: reports] [added: report] the Upstream Energy segment, which previously held the ChampionX business.

See Part II, Item 8, Note 4 of this Form 10-K for additional information about [removed: the] acquisitions and [removed: divestitures of the Company.][added: divestitures.]

With [removed: 2020] [added: 2021] sales of [removed: $11.8] [added: $12.7] billion, we [removed: believe we] are [removed: the] [added: a] global leader in water, hygiene and infection prevention solutions and services.

Our cleaning and sanitizing programs and products and pest elimination services support customers in the foodservice, food and beverage processing, hospitality, healthcare, government and [removed: education, retail, textile care and commercial facilities management sectors.]

In [removed: 2019,] [added: 2020,] we helped our customers conserve more than 206 billion gallons of water and avoid more than [removed: 1.5] [added: 3.5] million metric tons of greenhouse gas emissions.

The following description of our business is based upon our reportable segments as reported in our consolidated financial statements for the year ended December 31, [removed: 2020,] [added: 2021,] which are located in Item 8 of Part II of this Form 10-K.

Water provides water treatment products and [removed: water technologies] [added: technology] programs for cooling water, waste water, boiler water and process water applications.

Our programs assist in [removed: the use of] [added: more effectively managing] water [added: use] for plant processes by optimizing the performance of treatment chemicals and equipment in order to minimize costs and maximize returns on investment.

Food & Beverage [removed: addresses] [added: provides] cleaning and sanitation [added: products and programs] to facilitate the processing of products for human consumption.

Food & Beverage provides detergents, cleaners, sanitizers, lubricants and animal health products, as well as cleaning systems, digitally-based dispensers, monitors and chemical injectors for the application of chemical products, primarily to dairy [removed: plants,] [added: plants;] dairy, swine and poultry [removed: farms,] [added: farms;] breweries and soft-drink bottling [removed: plants,] [added: plants] as well as meat, poultry and other food processors.

We solve our customers’ toughest process and water challenges so they can [removed: sustainably, reliably] [added: reliably, sustainably] and profitably refine fuels and process petrochemicals.

Our product portfolio includes corrosion inhibitors, antifoulants, hydrogen sulfide removal, cold flow improvers, lubricity inhibitors, crude desalting, reactive monomer inhibitors, olefins, anti-polymerants, anti-oxidants and [removed: traditional] water treatment.

We believe we are one of the leading global providers of [added: products and programs for] specialty [removed: chemicals] [added: chemical applications] to downstream refineries and petrochemical operations.

Institutional sells specialized cleaners and sanitizers for washing dishes, glassware, flatware, foodservice utensils and kitchen equipment (“warewashing”), plus specialized cleaners for various applications throughout food service operations, [removed: for] on-premise laundries (typically used by hotel and healthcare customers) and [removed: for] general housekeeping functions.

Institutional develops various digital monitoring and chemical dispensing systems which are used by our customers to efficiently and safely dispense our cleaners and sanitizers, and through these products, systems and our on-site sales and service expertise, develop better results for our customers [removed: while also developing water savings, energy savings and operating efficiency.]

[added: In addition, Institutional markets a lease] program comprised of energy-efficient dishwashing machines, detergents, rinse additives and sanitizers, including full machine maintenance.

While Specialty’s customer base has broadened [added: significantly] over the years, Specialty’s business remains largely dependent upon a limited number of major QSR chains and franchisees and large food retail customers.

[removed: Products] [added: These products] are [added: primarily] sold under the “Ecolab” brand [removed: names,] [added: name,] and include detergents, cleaners, sanitizers, disinfectants, surface wipes, as well as cleaning systems, electronic dispensers and chemical injectors for the application of chemical products.

The [added: Life Sciences] portfolio also includes decontamination systems and services utilizing hydrogen peroxide vapor, which are sold under the “Bioquell” brand name.

The pharmaceutical clean room environment is the primary area that [removed: both] [added: Ecolab and Bioquell] products are utilized.

Life Sciences is comprised of customers and accounts related to manufacturing in the following industries: pharmaceutical, animal health and medicine, [added: blood purification and dialysis,] biologic products, cosmetics and medical devices.

Our tailored, comprehensive solutions and technical know-how focus on ensuring product quality, safety and compliance standards are met while improving operational efficiency in customers’ cleaning, [added: sanitation and disinfection processes.]

We believe we are one of the leading suppliers of [added: process purification solutions in Europe and North America and of] contamination control solutions in Europe, with a growing presence in North America and other regions.

In addition to the United States, which constitutes the largest operation, we operate in various countries in Asia Pacific, [added: Greater China,] Western Europe, Latin America and South [removed: Africa, with the largest operations in France, the United Kingdom (U.K.) and Greater China.][added: Africa.]

We directly operate in approximately [removed: 90] [added: 100] countries outside of the United States through wholly-owned subsidiaries or, in some cases, through a joint venture with a local partner.

Our businesses in this segment compete on the basis of their demonstrated value, technical expertise, innovation, [added: digital technology,] chemical formulations, [added: global] customer support, detection equipment, monitoring capabilities, and dosing and metering equipment.

We compete principally by providing superior value, premium customer support, [added: training, service,] and innovative and differentiated products to help our customers protect their brand [removed: reputation.][added: reputation and improve their operational efficiency.]

Life Sciences business competes in the European market versus several mid-size and regional competitors and competes against [removed: one] [added: two] large and other mid-size or regional competitors in North America.

Additionally, although we have a diverse customer base and no customer or distributor constituted 10 percent or more of our consolidated revenues in [removed: 2020, 2019] [added: 2021, 2020] or [removed: 2018,] [added: 2019,] we do have customers and independent third-party distributors, the loss of which could have a material adverse effect on results of operations for the affected earnings periods; however, we consider it unlikely that such an event would have a material adverse impact on our financial position.

Sales of warewashing products were approximately [added: 10%,] 11%, [removed: 13%,] and 13% of consolidated net sales in [added: 2021,] 2020, [removed: 2019,] and [removed: 2018,] [added: 2019,] respectively.

As of December 31, [removed: 2020,] [added: 2021,] Ecolab employed approximately [removed: 44,000] [added: 47,000] employees, including approximately [removed: 24,000] [added: 25,000] sales and service and [removed: 1,300] [added: 1,200] research, development, and engineering [removed: associates.][added: employees.]

Approximately [removed: 43%] [added: 42%] of the [removed: associates] [added: employees] are employed in North America, [removed: 22%] [added: 21%] in Europe, 8% in Asia Pacific, [removed: 16%] [added: 18%] in Latin America, 4% in India, Middle East [added: and] Africa, and 7% in [added: Greater] China.

_Diversity, Equity, and Inclusion:_ We have a long-standing belief that a diverse, [removed: equitable] [added: equitable,] and inclusive workforce is a critical foundation for the shared success of our [removed: associates,] [added: employees,] our company, our customers, and our communities.

To build that strong foundation, we have worked to embed diversity and inclusion throughout all people processes, including recruitment, promotional practices, training and [removed: development] [added: development,] and total rewards.

We review key metrics and practices, including diverse representation, hiring [removed: practices] [added: practices,] and retention with the Council and with senior executives and business leads monthly.

We have a vibrant and growing community of Employee Resource Groups (ERGs) to help [removed: associates] [added: employees] connect with colleagues, take part in career and leadership development experiences, and provide important insights in support of advancing our work in diversity, equity, and inclusion.

All employees are welcome and encouraged to join, participate or become leaders within any of our [removed: 11] [added: 12] ERGs.

Our leadership teams and a network of Safety, Health and Environment professionals around the world support employees with proven safety programs, [removed: processes] [added: processes,] and platforms.

On December 1, 2021, we acquired Purolite for total consideration of $3.7 billion in cash.

Purolite is a leading and fast-growing global provider of high-end ion exchange resins for the separation and purification of solutions that is highly complementary to our current offering and critical to safe, high quality drug production and biopharma product purification in the life sciences industries.

It also provides purification and separation solutions for critical industrial markets like microelectronics, nuclear power and food and beverage.

Headquartered in King of Prussia, Pennsylvania, Purolite operates in more than 30 countries.

Purolite is reported within our Life Sciences operating segment.

education, retail, textile care and commercial facilities management sectors.

including water savings, energy savings and operating efficiency.

With the acquisition of Purolite, the portfolio now includes premium fluid treatment and purification solutions with a broad range of unique products sold under the “Purolite” brand name, particularly focusing on biopharma purification solutions, active pharmaceutical ingredients (“API’s”) and high value industrial applications.

Purolite products are primarily used in the purification of biologic therapeutics, API’s and high value industrial applications.

Through the combination of our digitally enabled end-to-end water management and hygiene solutions, data-driven insights and personalized service, our Global Industrial businesses deliver outcomes that help our customers optimize water and energy use, improve productivity, advance food safety, and achieve sustainability and net zero goals, while optimizing total cost of operations.

Our businesses in this segment compete by enabling our customers success through improved hygiene, digitally enabled programs in key operating room and patient room space as well as a tailored approach to delivering key inputs that directly impact our customers patients globally.

Over the last few years, we’ve expanded our offerings to include comprehensive child and elder caregiver resources to help employees balance the demands of work and personal responsibilities.

_Future of Work_: Ecolab is committed to building a best-in-class, thriving work environment for all employees —from those who work in the field serving our customers, to those who work in our manufacturing facilities, to our employees who work in an office environment— our focus extends across all segments of our workforce.

The Future of Work at Ecolab will embrace enhanced tools and technology and evolved practices to optimize performance, productivity, and collaboration.

As we prepare to welcome more of our employees back to work in our Ecolab offices, we will offer a hybrid work model that balances evolving work practices and norms while preserving the practices we believe are core and fundamental to our success.

We have encountered supply chain disruptions from the impacts of the COVID-19 pandemic which has impacted the availability of certain raw materials; however, we believe this to be short-term in nature.

The increase in the projected spend reflects a return to historical annual expenditure levels prior to the COVID-19 pandemic.

Ecolab recognizes that climate change poses potential risks and creates potential opportunities to our organization.

Ecolab has taken steps to further identify and assess the nature and magnitude of these risks and opportunities.

Ecolab has been focused on assessing climate risks for the past three years, leading up to our TCFD-aligned climate risk assessment conducted in 2021.

We will continue our efforts to assess additional climate-related risks and opportunities including, exploring our supply chain resiliency.

Subsequently, Ecolab will review the results of our analysis and develop adaptation and management plans for any relevant climate change risks and to further benefit from identified opportunities for customer impact.

| Jennifer J. Bradway | ​ | 45 | ​ | Senior Vice President and Corporate Controller | ​ | Jan. 2022 - Present |

| ​ | ​ | ​ | ​ | Vice President Finance, Institutional North America | ​ | May 2018 – Dec. 2019 |

| ​ | ​ | ​ | ​ | Vice President and Controller, Institutional U.S. | ​ | Feb. 2017 – Apr. 2018 |

| ​ | ​ | ​ | ​ | Finance Director, Institutional U.S. Distribution | ​ | Jan. 2017 – Feb 2017 |

​

| | ● | the impact of the Covid-19 pandemic, including global economic recovery, supply shortages, inflation and delivered product costs |

In addition, Institutional markets a lease

sanitation and disinfection processes.

Our businesses in this segment compete on the basis of their demonstrated value, technical performance, innovation, chemical formulations and extensive customer support.

In response to the COVID-19 pandemic, we implemented significant changes that we determined were in the best interest of our employees, as well as the communities in which we operate.

We also introduced new benefits and caregiver resources to help associates balance the unique demands of work and personal responsibilities.

Iran Threat Reduction and Syria Human Rights Act of 2012

Under the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of the Securities Exchange Act of 1934, the Company is required to disclose in its periodic reports if it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with entities or individuals designated pursuant to certain Executive Orders.

Disclosure is required even where the activities are conducted outside the U.S. by non-U.S. affiliates in compliance with applicable law, and even if the activities are not covered or prohibited by U.S. law.

As authorized by the U.S. Treasury’s Office of Foreign Assets Control (OFAC), a non-U.S. subsidiary of the Company completed sales of products used for process and water treatment applications in upstream oil and gas production related to the operation of and production from the Rhum gas field off the Scottish coast (Rhum) totaling $0.3 million from the beginning of the subsidiary’s 2020 fiscal year until June 3, 2020.

The net profit before taxes associated with these sales was nominal.

Rhum is jointly owned by Serica Energy plc and Iranian Oil Company (U.K.) Limited.

The Rhum sales were a part of the ChampionX Business conducted by a non-U.S. subsidiary of the Company prior to the June 3, 2020 completion of the ChampionX transaction described in Part II, Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K and, as a result of such transaction, sales made on and after such date, if any, would be under the purview of ChampionX Corporation.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | Executive Vice President and President – Western Europe | ​ | Mar. 2018 – Apr. 2020 |

| ​ | ​ | ​ | ​ | Senior Vice President and General Manager – Food & Beverage, Europe | ​ | Jan. 2016 – May 2017 |

| Alexander A. De Boo | ​ | 53 | ​ | Executive Vice President and President – Global Markets | ​ | Feb. 2021 - Present |

| ​ | ​ | ​ | ​ | Vice President – Finance Global Institutional | ​ | Jan. 2016 – Apr. 2016 |

| ​ | ​ | ​ | ​ | Chief Compliance Officer and Assistant Secretary | ​ | Jan. 2016 – May 2016 |

| ​ | ​ | ​ | ​ | Executive Vice President and President – Regions | ​ | Jan. 2016 – June 2018 |

| Daniel J. Schmechel | ​ | 61 | ​ | Chief Financial Officer | ​ | Nov. 2019 – Present |

| ​ | ​ | ​ | ​ | Chief Financial Officer and Treasurer | ​ | Jan. 2017 – Nov. 2019 |

| Jill S. Wyant | ​ | 49 | ​ | Executive Vice President – Innovation and Transformation | ​ | Apr. 2020 – Present |

| ​ | ​ | ​ | ​ | Executive Vice President and President – Global Regions | ​ | Dec. 2019 – Apr. 2020 |

| ​ | ​ | ​ | ​ | Executive Vice President and President – Global Regions and Global Healthcare | ​ | Jan. 2018 – Dec. 2019 |

| | ​ | | ​ | Executive Vice President and President – Global Food & Beverage, Healthcare and Life Sciences | ​ | May 2016 – Dec. 2017 |

| ​ | ​ | ​ | ​ | Executive Vice President and President – Global Food & Beverage | ​ | Jan. 2016 – Apr. 2016 |

(2) Prior to joining Ecolab in October 2016, Ms. Peterson was employed by General Mills, a global manufacturer and marketer of branded consumer foods, most recently as Business Unit Director for the Meals Operating Unit.

| | ● | the impact of the coronavirus outbreak |

| For the fiscal year ended December 31, [removed: 2020] [added: 2021] | |

Aggregate market value of voting and non-voting common equity held by non-affiliates of registrant on June 30, [removed: 2020,] [added: 2021,] the last business day of the Registrant’s most recently completed second fiscal quarter: [removed: $56,528,667,907] [added: $58,664,362,024] (see Item 12, under Part III hereof), based on a closing price of registrant’s Common Stock of [removed: $198.95] [added: $205.97] per share.

The number of shares of registrant’s Common Stock, par value $1.00 per share, outstanding as of January [removed: 29, 2021: 285,849,956] [added: 31, 2022: 286,751,531] shares.

Portions of the registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held May [removed: 6, 2021,] [added: 5, 2022,] and to be filed within 120 days after the registrant’s fiscal year ended December 31, [removed: 2020] [added: 2021] (hereinafter referred to as “Proxy Statement”), are incorporated by reference into Part III.

For the Year Ended December 31, [removed: 2020][added: 2021]

| ​ | ​ | [removed: Beginning Page] [added: BeginningPage] |

| ​ | [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.](#Item5Market_693030) | [removed: 25] [added: 26] |

| ​ | [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.](#Item7_ManagementDiscussionandAnalysis) | [removed: 27] [added: 26] |

| ​ | [Item 7A. Quantitative and Qualitative Disclosures about Market Risk.](#Item7AQuantitative_542771) | [removed: 50] [added: 49] |

| ​ | [Item 8. Financial Statements and Supplementary Data.](#Item8Financial_929330) | [removed: 50] [added: 49] |

| ​ | [Item 9B. Other Information](#Item9BOtherInformation). | [removed: 104] [added: 103] |

Except where the context otherwise requires, references in this Form 10-K to (i) “Ecolab,” “Company,” “we” and “our” are to Ecolab Inc. and its subsidiaries, collectively; (ii) “Nalco” are to Nalco Company LLC, a wholly-owned subsidiary of the Company; [removed: and] (iii) “Nalco transaction” [added: and “Nalco merger”] are to the merger of Ecolab and Nalco Holding Company completed in December [removed: 2011.][added: 2011; (iv) “Purolite” are to Purolite LLC, a wholly-owned subsidiary of the Company and its subsidiaries, collectively; and (v) “Purolite transaction” are to the Company’s acquisition of the shares of the subsidiaries and certain other affiliated entities of Purolite Corporation and substantially all of the assets of Purolite Corporation used or held for use in connection with its filtration and purification resins business in December 2021.]

| ​ | [Item 6. \[Reserved\].](#Item6Reserved) | 26 |

| ​ | [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.](#Item9CDisclosureRegardingForeignJurisdic) | 103 |

| ​ | [Item 6. Selected Financial Data.](#Item6Selected_804695) | 26 |

| Asheville, NC USA | ​ | 478,000 | ​ | Global Industrial, Global Healthcare & Life Sciences | ​ | Leased |

| Hongzhou, CHINA | ​ | 430,125 | ​ | Global Healthcare & Life Sciences | ​ | Owned |

| Mandras, GREECE | ​ | 355,435 | ​ | Global Industrial, Global Healthcare & Life Sciences | ​ | Owned |

| Victoria, ROMANIA | ​ | 343,605 | ​ | Global Healthcare & Life Sciences | ​ | Owned |

| Philadelphia, PA USA | ​ | 232,000 | ​ | Global Healthcare & Life Sciences | ​ | Owned |

| Middleton, UNITED KINGDOM | ​ | 157,575 | ​ | Global Industrial, Global Healthcare & Life Sciences | ​ | Owned |

| Andover, UNITED KINGDOM | ​ | 99,762 | ​ | Global Industrial, Global Healthcare & Life Sciences | ​ | Owned |

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| Location | | Approximate Size (Sq. Ft.) | | Segment | | Majority Owned or Leased |

| Cisterna, ITALY | | 80,000 | | Global Industrial | | Owned |

​

On January [removed: 29, 2021,] [added: 31, 2022,] we had [removed: 5,383] [added: 5,185] holders of record of our Common Stock.

| (1) | Includes [removed: 10,401] [added: 6,679] shares reacquired from employees and/or directors to satisfy the exercise price of stock options or shares surrendered to satisfy statutory tax obligations under our stock incentive plans. |

| October 1-31, 2021 | | 129,385 | ​ | ​ | $212.9777 | | 128,312 | | 5,850,187 | ​ |

| November 1-30, 2021 | | 1,658 | ​ | ​ | 227.1901 | | \- | | 5,850,187 | ​ |

| December 1-31, 2021 | | 3,948 | ​ | ​ | 221.9420 | | \- | | 5,850,187 | ​ |

| Total | | 134,991 | ​ | ​ | $213.4145 | | 128,312 | | 5,850,187 | ​ |

| October 1-31, 2020 | | 21,418 | ​ | ​ | $188.8075 | | 21,180 | | 6,321,388 | ​ |

| November 1-30, 2020 | | 82,925 | ​ | ​ | 188.9141 | | 81,442 | | 6,239,946 | ​ |

| December 1-31, 2020 | | 8,680 | ​ | ​ | 223.0651 | | \- | | 6,239,946 | ​ |

| Total | | 113,023 | ​ | ​ | $191.5166 | | 102,622 | | 6,239,946 | ​ |

The following selected consolidated financial information for 2020, 2019 and 2018 has been obtained from our Consolidated Financial Statements.

The selected historical statement of income data for the fiscal year ended December 31, 2017 has been derived from our audited consolidated financial statements included in Form 8-K filed September 25, 2020.

The selected historical statement of income data for the fiscal year ended December 31, 2016 and balance sheet data as of December 31, 2017 and 2016, have not been recast for discontinued operations, are unaudited and have been derived from our accounting records.

The information below is not necessarily indicative of the results of future operations and should be read in conjunction with the consolidated financial statements, related notes, and other financial information included therein.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (millions, except per share amounts) | 2020 (1) | | | | ​ | 2019 (2) | | | ​ | 2018 (3) | | | ​ | 2017 (4) | | | ​ | 2016 (5) | |

| Year ended December 31: | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Net sales | | $11,790.2 | ​ | ​ | ​ | ​ | $12,562.0 | ​ | ​ | ​ | $12,222.1 | ​ | ​ | ​ | $11,531.1 | ​ | ​ | ​ | $13,151.8 |

| Operating income | | 1,395.7 | ​ | ​ | ​ | ​ | 1,845.2 | ​ | ​ | ​ | 1,728.3 | ​ | ​ | ​ | 1,747.3 | ​ | ​ | ​ | 1,870.2 |

| Net income from continuing operations attributable to Ecolab | ​ | 967.4 | ​ | ​ | ​ | ​ | 1,425.6 | ​ | ​ | ​ | 1,250.3 | ​ | ​ | ​ | 1,352.3 | ​ | ​ | ​ | ​ |

| Net (loss) income from discontinued operations, net of tax | ​ | (2,172.5) | ​ | ​ | ​ | ​ | 133.3 | ​ | ​ | ​ | 178.8 | ​ | ​ | ​ | 152.3 | ​ | ​ | ​ | ​ |

| Net (loss) income attributable to Ecolab | | (1,205.1) | ​ | ​ | ​ | ​ | 1,558.9 | ​ | ​ | ​ | 1,429.1 | ​ | ​ | ​ | 1,504.6 | ​ | ​ | ​ | 1,229.0 |

| Basic earnings (loss) per share: | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Continuing operations | ​ | 3.37 | ​ | ​ | ​ | ​ | 4.95 | ​ | ​ | ​ | 4.33 | ​ | ​ | ​ | 4.67 | ​ | ​ | ​ | ​ |

| Discontinued operations | ​ | (7.57) | ​ | ​ | ​ | ​ | 0.46 | ​ | ​ | ​ | 0.62 | ​ | ​ | ​ | 0.53 | ​ | ​ | ​ | ​ |

| Earnings (loss) attributable to Ecolab | ​ | (4.20) | ​ | ​ | ​ | ​ | 5.41 | ​ | ​ | ​ | 4.95 | ​ | ​ | ​ | 5.20 | ​ | ​ | ​ | 4.20 |

| Diluted earnings (loss) per share, as reported (U.S. GAAP): | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Continuing operations | ​ | 3.33 | ​ | ​ | ​ | ​ | 4.87 | ​ | ​ | ​ | 4.27 | ​ | ​ | ​ | 4.60 | ​ | ​ | ​ | ​ |

| Discontinued operations | ​ | (7.48) | ​ | ​ | ​ | ​ | 0.46 | ​ | ​ | ​ | 0.61 | ​ | ​ | ​ | 0.52 | ​ | ​ | ​ | ​ |

| Earnings (loss) attributable to Ecolab | ​ | (4.15) | ​ | ​ | ​ | ​ | 5.33 | ​ | ​ | ​ | 4.88 | ​ | ​ | ​ | 5.12 | ​ | ​ | ​ | 4.14 |

| Cash dividends declared per common share | ​ | 1.89 | ​ | ​ | ​ | ​ | 1.85 | ​ | ​ | ​ | 1.69 | ​ | ​ | ​ | 1.52 | ​ | ​ | ​ | 1.42 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Diluted earnings per share from continuing operations, as reported (U.S. GAAP) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Adjustments: | ​ | $3.33 | ​ | ​ | ​ | ​ | $4.87 | ​ | ​ | ​ | $4.27 | ​ | ​ | ​ | $4.60 | ​ | ​ | ​ | $4.14 |

| Special (gains) and charges | ​ | 0.88 | ​ | ​ | ​ | ​ | 0.45 | ​ | ​ | ​ | 0.30 | ​ | ​ | ​ | 0.14 | ​ | ​ | ​ | 0.21 |

| Discrete tax expense (benefits) | ​ | (0.19) | ​ | ​ | ​ | ​ | (0.20) | ​ | ​ | ​ | 0.01 | ​ | ​ | ​ | (0.64) | ​ | ​ | ​ | 0.01 |

| Adjusted diluted earnings per share from continuing operations (Non-GAAP) | ​ | $4.02 | ​ | ​ | ​ | ​ | $5.12 | ​ | ​ | ​ | $4.58 | ​ | ​ | ​ | $4.10 | ​ | ​ | ​ | $4.37 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| At December 31: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Total assets | ​ | $18,126.0 | ​ | ​ | ​ | ​ | $20,869.1 | ​ | ​ | ​ | $20,074.5 | ​ | ​ | ​ | $19,963.5 | ​ | ​ | ​ | $18,331.1 |

| Current assets of discontinued operations | ​ | \- | ​ | ​ | ​ | ​ | 950.8 | ​ | ​ | ​ | 990.2 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Long-term assets of discontinued operations | ​ | \- | ​ | ​ | ​ | ​ | 3,332.8 | ​ | ​ | ​ | 3,341.1 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Long-term debt (excluding portions due within one year) | ​ | 6,669.3 | ​ | ​ | ​ | ​ | 5,973.1 | ​ | ​ | ​ | 6,301.5 | ​ | ​ | ​ | 6,758.3 | ​ | ​ | ​ | 6,145.7 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

Selected financial data for 2016 is not presented on a comparable basis as it has not been recast for discontinued_._ Per share amounts do not necessarily sum due to rounding.

(1) Special (gains) and charges for 2020 include the following charges net of tax, debt refinancing charges of $64.0, restructuring charges of $60.6, disposal and impairment charges of $41.5, charges for pay protection for certain employees impacted by COVID-19 net of government subsidies of $27.4, acquisition and integration charges of $10.6 and litigation and other charges of $50.0.​

Discrete tax expense (benefits) for 2020 primarily include benefits associated with share-based compensation excess tax benefits of $(57.3), favorable adjustments due to the reduction of income tax reserves for uncertain tax positions of $(9.8) and expense related to the filing of prior year tax returns and other adjustments of $11.3.

(2) Special (gains) and charges for 2019 include the following charges net of tax, net restructuring charges of $88.7, pension settlement and curtailment charges associated with ChampionX separation of $6.4, acquisition and integration charges of $9.9 and litigation and other charges of $23.3.​

Discrete tax expense (benefits) for 2019 include benefits associated with share-based compensation excess tax benefits of $(43.1), favorable adjustments to the estimate for U.S. tax reform one-time repatriation tax benefit of $(3.1) and other tax net benefits of $(11.5).

Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, an evaluation of the design and operating effectiveness of internal control over financial reporting was conducted based on the 2013 framework in [removed: Internal] [added: _Internal] Control — Integrated [removed: Framework] [added: Framework_] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the evaluation under the framework in [removed: Internal] [added: _Internal] Control — Integrated [removed: Framework,] [added: Framework_,] management concluded that internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] as stated in their report which is included herein.

|  |] [added: confidence](https://www.sec.gov/Archives/edgar/data/31462/000155837022002059/ecl-20211231x10k001.jpg)] | [removed: ] [added: ] |

| President and Chief Executive Officer | [removed: |] Chief Financial Officer |

We have audited the accompanying consolidated balance [removed: sheet] [added: sheets] of Ecolab Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of income, [added: of] comprehensive income, [added: of] equity and [added: of] cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in [removed: Internal] [added: _Internal] Control - Integrated [removed: Framework] [added: Framework_] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in [removed: Internal] [added: _Internal] Control - Integrated [removed: Framework] [added: Framework_] (2013) issued by the COSO.

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

As described in Note 2 to the consolidated financial statements, the carrying value of goodwill was [removed: $6.0] [added: $8.1] billion as of December 31, [removed: 2020,] [added: 2021,] a portion of which is allocated to the Downstream reporting unit.

During the second quarter of [removed: 2020,] [added: 2021,] management completed its annual [removed: assessment for] goodwill impairment [removed: across] [added: assessment for each of] its eleven reporting units.

The goodwill impairment assessment was completed using [removed: quantitative analyses using] discounted cash flow [removed: analyses,] [added: analyses] that incorporated [removed: assumptions regarding] [added: assumptions, including] future [added: operating performance, long-term] growth [removed: rates, terminal values,] and discount rates.

If the [added: results of an annual or interim goodwill assessment demonstrate the] carrying amount of [removed: the] [added: a] reporting unit [removed: exceeds] [added: is greater than] its fair value, the Company will recognize an impairment loss for the amount by which the reporting unit’s carrying [removed: value] [added: amount] exceeds its fair value, but not to exceed the carrying amount of goodwill assigned to that reporting unit.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Downstream reporting unit is a critical audit matter are (i) [removed: a high degree of auditor judgment and subjectivity in performing procedures relating to estimating] the [removed: fair value of the Downstream reporting unit due to the] significant judgment by management when [removed: estimating] [added: determining] the fair [removed: value;] [added: value of the Downstream reporting unit;] (ii) a high degree of [removed: audit] [added: auditor judgment, subjectivity, and] effort in performing procedures and evaluating [removed: audit evidence] [added: management’s significant assumption] related to the discount [removed: rate assumption;] [added: rate;] and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over [removed: the discount rate assumption used in the discounted cash flow analysis to estimate the fair value] [added: management’s valuation] of the Downstream reporting unit.

These procedures also included, among [removed: others,] [added: others (i)] testing management’s process for [removed: estimating] [added: determining] the fair value of the Downstream reporting [removed: unit,] [added: unit; (ii)] evaluating the appropriateness of the discounted cash flow [removed: analysis,] [added: analysis;] and [added: (iii)] evaluating the reasonableness of the [added: significant assumption used by management related to the] discount [removed: rate assumption.][added: rate.]

Evaluating management’s [added: significant] assumption related to the discount rate involved evaluating whether the [added: significant] assumption used was reasonable considering the cost of capital of comparable businesses and relevant industry factors.

Professionals with specialized skill and knowledge were used to assist in evaluating [added: (i)] the appropriateness of the discounted cash flow analysis and [removed: evaluating] [added: (ii)] the reasonableness of the discount rate [added: significant] assumption.

CONSOLIDATED [removed: STATEMENT] [added: STATEMENTS] OF INCOME

| (millions, except per share amounts) | ​ | [removed: 2020] [added: 2021] | | | ​ | [removed: 2019] [added: 2020] | | ​ | [removed: 2018] [added: 2019] | |

| Product and equipment sales | ​ | ​ | [removed: $9,466.6] [added: $10,153.3] | ​ | ​ | ​ | [removed: $10,129.0] [added: $9,466.6] | ​ | ​ | [removed: $9,903.6] [added: $10,129.0] |

| Service and lease sales | ​ | ​ | [removed: 2,323.6] [added: 2,579.8] | ​ | ​ | ​ | [removed: 2,433.0] [added: 2,323.6] | ​ | ​ | [removed: 2,318.5] [added: 2,433.0] |

| Net sales | ​ | ​ | [removed: 11,790.2] [added: 12,733.1] | ​ | ​ | ​ | [removed: 12,562.0] [added: 11,790.2] | ​ | ​ | [removed: 12,222.1] [added: 12,562.0] |

| Product and equipment cost of sales | ​ | ​ | [removed: 5,481.3] [added: 6,100.9] | ​ | ​ | ​ | [removed: 5,617.5] [added: 5,481.3] | ​ | ​ | [removed: 5,510.6] [added: 5,617.5] |

| Service and lease cost of sales | ​ | ​ | [removed: 1,424.5] [added: 1,514.9] | ​ | ​ | ​ | [removed: 1,428.3] [added: 1,424.5] | ​ | ​ | [removed: 1,364.7] [added: 1,428.3] |

| Cost of sales (including special charges (a)) | ​ | ​ | [removed: 6,905.8] [added: 7,615.8] | ​ | ​ | ​ | [removed: 7,045.8] [added: 6,905.8] | ​ | ​ | [removed: 6,875.3] [added: 7,045.8] |

| Selling, general and administrative expenses | ​ | ​ | [removed: 3,309.1] [added: 3,416.1] | ​ | ​ | | [removed: 3,550.8] [added: 3,309.1] | ​ | | [removed: 3,505.8] [added: 3,550.8] |

| Special (gains) and charges | ​ | ​ | [removed: 179.6] [added: 102.6] | ​ | ​ | | [removed: 120.2] [added: 179.6] | ​ | | [removed: 112.7] [added: 120.2] |

| Operating income | ​ | ​ | [removed: 1,395.7] [added: 1,598.6] | ​ | ​ | | [removed: 1,845.2] [added: 1,395.7] | ​ | | [removed: 1,728.3] [added: 1,845.2] |

| Other (income) expense (b) | ​ | ​ | [removed: (55.9)] [added: (33.9)] | ​ | ​ | ​ | [removed: (77.0)] [added: (55.9)] | ​ | ​ | [removed: (79.9)] [added: (77.0)] |

| Interest expense, net (c) | ​ | ​ | [removed: 290.2] [added: 218.3] | ​ | ​ | ​ | [removed: 190.7] [added: 290.2] | ​ | ​ | [removed: 221.1] [added: 190.7] |

| Income before income taxes | ​ | ​ | [removed: 1,161.4] [added: 1,414.2] | ​ | ​ | | [removed: 1,731.5] [added: 1,161.4] | ​ | | [removed: 1,587.1] [added: 1,731.5] |

| Provision for income taxes | ​ | ​ | [removed: 176.6] [added: 270.2] | ​ | ​ | | [removed: 288.6] [added: 176.6] | ​ | | [removed: 321.2] [added: 288.6] |

| Net income from continuing operations, including noncontrolling interest | ​ | ​ | [removed: 984.8] [added: 1,144.0] | ​ | ​ | ​ | [removed: 1,442.9] [added: 984.8] | ​ | ​ | [removed: 1,265.9] [added: 1,442.9] |

| Net income from continuing operations attributable to noncontrolling interest | ​ | ​ | [removed: 17.4] [added: 14.1] | ​ | ​ | ​ | [removed: 17.3] [added: 17.4] | ​ | ​ | [removed: 15.6] [added: 17.3] |

| Net income from continuing operations attributable to Ecolab | ​ | ​ | [removed: 967.4] [added: 1,129.9] | ​ | ​ | | [removed: 1,425.6] [added: 967.4] | ​ | | [removed: 1,250.3] [added: 1,425.6] |

| Net [removed: (loss)] income [added: (loss)] from discontinued operations, net of tax (Note 5) (d) | ​ | ​ | [removed: (2,172.5)] [added: \-] | ​ | ​ | | [removed: 133.3] [added: (2,172.5)] | ​ | | [removed: 178.8] [added: 133.3] |

| Net [removed: (loss)] income [added: (loss)] attributable to Ecolab | ​ | ​ | [removed: ($1,205.1)] [added: $1,129.9] | ​ | ​ | ​ | [removed: $1,558.9] [added: ($1,205.1)] | ​ | ​ | [removed: $1,429.1] [added: $1,558.9] |

On December 1, 2021, the Company completed the acquisition of Purolite.

Refer to Note 4 of the Notes to the Consolidated Financial Statements for additional information.

Based on the Securities and Exchange Commission staff guidance companies may exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition and management elected to exclude Purolite from its assessment of internal control over financial reporting as of December 31, 2021.

Purolite’s total assets and total revenues, excluded from management’s assessment, represent approximately 2% and less than 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.

| | |

| Christophe Beck | Scott D. Kirkland |

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded Purolite Corporation (“Purolite”) from its assessment of internal control over financial reporting as of December 31, 2021 because it was acquired by the Company in a purchase business combination during 2021.

We have also excluded Purolite from our audit of internal control over financial reporting.

Purolite is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 2% and less than 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.

_Acquisition of Purolite Corporation - Valuation of the U.S. customer relationships intangible asset_

As described in Note 4 to the consolidated financial statements, on December 1, 2021, the Company acquired Purolite for total consideration of $3,698 million in cash, net of cash acquired.

The acquisition resulted in $900 million of customer relationships intangible assets being recorded, a significant portion of which is allocated to the U.S. customer relationships intangible asset.

The fair values of the customer relationships intangible assets acquired were estimated using discounted cash flow analyses.

Significant inputs and assumptions used in the customer relationship intangible asset valuations include projected revenues, contributory asset charges, tax savings due to amortization, income tax rates, customer attrition rates and discount rates.

The principal considerations for our determination that performing procedures relating to the valuation of the acquired U.S. customer relationships intangible asset from the acquisition of Purolite is a critical audit matter are (i) the significant judgment by management when determining the fair value of the acquired U.S. customer relationships intangible asset; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projected revenues, contributory asset charges, the tax savings due to amortization, the income tax rate, the customer attrition rate, and the discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the U.S. customer relationships intangible asset.

These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for determining the fair value of the U.S. customer relationships intangible asset; (iii) evaluating the appropriateness of the discounted cash flow analysis; (iv) testing the completeness and accuracy of the underlying data used in the discounted cash flow analysis; and (v) evaluating the reasonableness of the significant assumptions used by management related to projected revenues, contributory asset charges, the tax savings due to amortization, the income tax rate, the customer attrition rate, and the discount rate.

Evaluating management’s significant assumptions related to projected revenues and the income tax rate involved evaluating whether the significant assumptions used by management were reasonable considering (i) the current and past performance of Purolite; (ii) the consistency with external market and industry data; and (iii) whether these significant assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow analysis and (ii) the reasonableness of the significant assumptions related to contributory asset charges, the tax savings due to amortization, the customer attrition rate, and the discount rate.

February 25, 2022

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| Settlement charge | | | | 26.7 | ​ | ​ | | \- | ​ | | \- | ​ |

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| --- | --- | --- |

| Christophe Beck | | Daniel J. Schmechel |

Management continued to assess the need to test its reporting units for impairment during interim periods since its scheduled annual assessments.

February 26, 2021

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| net periodic pension and postretirement costs | | | 56.0 | ​ | ​ | | (0.2) | ​ | | 13.2 | ​ |

| Postretirement benefits changes | ​ | ​ | \- | ​ | ​ | ​ | \- | ​ | ​ | 44.9 | ​ |

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| Current assets of discontinued operations | | | \- | ​ | ​ | | 950.8 | ​ |

| Long-term assets of discontinued operations | | | \- | ​ | ​ | | 3,332.8 | ​ |

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| Current liabilities of discontinued operations | | ​ | \- | ​ | ​ | ​ | 361.5 | ​ |

| Long-term liabilities of discontinued operations | | ​ | \- | ​ | ​ | ​ | 302.1 | ​ |

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Restricted cash is recorded in Other assets on the Consolidated Balance Sheet

| | (a) | Beginning of period 2020, 2019, and 2018 included restricted cash of $0.0, $179.3 and $0.0, respectively. |

| --- | --- | --- |

| | (b) | Restricted cash was $0.0, $0.0 and $179.3 as of December 31, 2020, 2019 and 2018, respectively. |

| --- | --- | --- |

[removed: Disclosure] [added: Conclusion Regarding the Effectiveness of Disclosure] Controls and Procedures

As of December 31, [removed: 2020,] [added: 2021,] we carried out an evaluation, under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 as amended).

[removed: Internal] [added: Management’s Report on Internal] Control Over Financial Reporting

During the period October 1 - December 31, [removed: 2020] [added: 2021, other than the Purolite acquisition,] there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Refer to page 49 of this Annual Report for “Management’s Report on Internal Control Over Financial Reporting.”

Report of Registered Public Accounting Firm

Refer to page 50 of this Annual Report for the “Report of Independent Registered Public Accounting Firm.”

Changes in Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the 2013 framework in _Internal Control – Integrated Framework_ issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under this framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2020.

The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020.

Their report, and our management reports, can be found in Item 8 of Part II of this Form 10-K.

PART III

Not applicable.

PART III

| | ● | Director Compensation for [removed: 2020] [added: 2021] |

| | ● | Summary Compensation Table for [removed: 2020] [added: 2021] |

| | ● | Grants of Plan-Based Awards for [removed: 2020] [added: 2021] |

| | ● | Outstanding Equity Awards at Fiscal Year End for [removed: 2020] [added: 2021] |

| | ● | Option Exercises and Stock Vested for [removed: 2020] [added: 2021] |

| | ● | Pension Benefits for [removed: 2020] [added: 2021] |

| | ● | Non-Qualified Deferred Compensation for [removed: 2020] [added: 2021] |

A total of [removed: 1,249,726] [added: 1,267,288] shares of Common Stock held by our directors and executive officers, some of whom may be deemed to be “affiliates” of the Company, have been excluded from the computation of market value of our Common Stock on the cover page of this Form 10-K.

This total represents that portion of the shares reported as beneficially owned by our directors and executive officers as of June 30, [removed: 2020] [added: 2021] which are actually issued and outstanding.

(1) Includes [removed: 214,416] [added: 212,143] Common Stock equivalents representing deferred compensation stock units earned by non-employee directors under our 2001 Non-Employee Director Stock Option and Deferred Compensation Plan, [removed: 914,630] [added: 788,529] Common Stock equivalents under our 2010 Stock Incentive Plan representing performance-based restricted stock units payable to employees, and [removed: 163,683] [added: 232,274] Common Stock equivalents under our 2010 Stock Incentive Plan representing restricted stock units payable to employees.

| by security holders | ​ | 7,450,107 | (1) | ​ | $ 160.91 | (1) | 7,544,458 | ​ |

| Total | | 7,450,107 | ​ | ​ | $ 160.91 | ​ | 7,544,458 | ​ |

| by security holders | ​ | 8,085,944 | (1) | ​ | $ 144.32 | (1) | 8,644,262 | ​ |

| Equity compensation plans not approved | | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| by security holders | ​ | 9,200 | (2) | ​ | 55.60 | (2) | \- | ​ |

| Total | | 8,095,144 | ​ | ​ | $ 144.20 | ​ | 8,644,262 | ​ |

The reported amount additionally includes 5,094 shares of Common Stock subject to stock options assumed by us in connection with the Nalco merger.

Such options, which have a weighted-average exercise price of $40.53, are included in the calculation of weighted average exercise price of outstanding options, warrants and rights in column (b) of this table.

(2) The reported amount represents shares of our Common Stock which were formerly reserved for future issuance under the Amended and Restated Nalco Holding Company 2004 Stock Incentive Plan (the “rollover shares”) and granted to legacy Nalco associates on December 1, 2011, under the Ecolab Inc. 2010 Stock Incentive Plan in the form of stock options.

These rollover shares are deemed exempt from shareholder approval under Rule 303A.08 of the New York Stock Exchange in accordance with our notice to the New York Stock Exchange dated December 16, 2011.

The Nalco plan was amended to prohibit future grants.

| ​ | (i) | [Report of Independent Registered Public Accounting Firm](#Item8ReportofCPA). [added: (PCAOB ID 238)] | [removed: 51] [added: 50] |

| ​ | (ii) | [Consolidated Statements of Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018.](#ConsoldiatedStatementofIncome)] [added: 2019.](#ConsolidatedStatementsofIncome)] | 53 |

| ​ | (iii) | [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018.](#Item8ConsolStmtofComprehensiveIncome)] [added: 2019.](#ConsolidatedStatementsofComprehensiveInc)] | 54 |

| ​ | (iv) | [Consolidated Balance Sheets at December 31, [removed: 2020] [added: 2021] and [removed: 2019.](#CONSOLIDATEDBALANCESHEET_843105)] [added: 2020.](#CONSOLIDATEDBALANCESHEET_843105)] | 55 |

| ​ | (v) | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018.](#ConsoldiatedStatementofCashFlows)] [added: 2019.](#ConsolidatedStatementsofCashFlows)] | 56 |

| ​ | (vi) | [Consolidated Statements of Equity for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018.](#CONSOLIDATEDSTATEMENTOFEQUITY_341682)] [added: 2019.](#CONSOLIDATEDSTATEMENTOFEQUITY_341682)] | [removed: 58] [added: 57] |

| ​ | (vii) | [Notes to Consolidated Financial [removed: Statements](#Item8NotetoConsolFinancialStmts).] [added: Statements](#NotesToConsolidatedFinancialStatements).] | [removed: 59] [added: 58] |

| (2.2) | ​ | [Separation and Distribution Agreement, dated December 18, 2019, by and among Ecolab Inc., ChampionX Holding Inc. and Apergy [removed: Corporation](http://www.sec.gov/Archives/edgar/data/31462/000110465919075311/tm1926593d16_ex2-2.htm)] [added: Corporation](http://www.sec.gov/Archives/edgar/data/31462/000110465919075311/tm1926593d16_ex2-2.htm).] | | | ​ | Incorporated by reference to Exhibit [removed: (2.1)] [added: (2.2)] of our Form 8-K, dated December 18, 2019. (File No. 001-9328) |

| (4.2) | ​ | [Form of Common Stock Certificate effective October 2, [removed: 2017](http://www.sec.gov/Archives/edgar/data/31462/000155837017008023/ecl-20170930ex4145145a8.htm)] [added: 2017](http://www.sec.gov/Archives/edgar/data/31462/000155837017008023/ecl-20170930ex4145145a8.htm).] | | | ​ | Incorporated by reference to Exhibit (4.1) of our Form 10-Q Quarterly Report for the quarter ended September 30, 2017. (File No. 001-9328) |

| (4.3) | ​ | [Amended and Restated Indenture, dated January 9, 2001, between Ecolab Inc. and The Bank of New York [added: Mellon] Trust Company, N.A. [added: (formerly known as The Bank of New York Trust Company, N.A.)] (as successor in interest to J.P. Morgan Trust Company, N.A. and Bank One, N.A.), as Trustee.](http://www.sec.gov/Archives/edgar/data/31462/000091205701002671/a2035733zex-4_a.txt) | | | ​ | Incorporated by reference to Exhibit (4)(A) of our Form 8-K, dated January 23, 2001. (File No. 001-9328) |

| (4.4) | ​ | [Second Supplemental Indenture, dated December 8, 2011, between Ecolab Inc., [added: Computershare Trust Company, N.A. (as successor to] Wells Fargo Bank, National [removed: Association,] [added: Association),] as Trustee and [removed: the] [added: The] Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, [removed: N.A., as] [added: N.A.) (as] successor in interest to J.P. Morgan Trust Company, N.A. and Bank One, N.A.), as original trustee.](http://www.sec.gov/Archives/edgar/data/31462/000110465911068432/a11-31315_1ex4d2.htm) | | | ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K, dated December 5, 2011. (File No. 001-9328) |

| (4.6) | ​ | [Indenture, dated January 12, 2015, between Ecolab Inc. and [added: Computershare Trust Company, N.A. (as successor to] Wells Fargo Bank, National [removed: Association,] [added: Association),] as Trustee.](http://www.sec.gov/Archives/edgar/data/31462/000110465915002678/a15-1358_5ex4d1.htm) | | | ​ | Incorporated by reference to Exhibit 4.1 of our Form 8-K, dated January 15, 2015. (File No. 001-9328) |

| (4.7) | ​ | [Second Supplemental Indenture, dated July 8, 2015, by and among Ecolab Inc., [added: Computershare Trust Company, N.A. (as successor to] Wells Fargo Bank, National [removed: Association,] [added: Association),] as Trustee, Elavon Financial Services Limited, UK Branch, as paying agent, and Elavon Financial Services Limited, as transfer agent and registrar.](http://www.sec.gov/Archives/edgar/data/31462/000110465915050312/a15-14642_4ex4d2.htm) | | | ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K, dated July 8, 2015. (File No. 001-9328) |

| (4.9) | ​ | [removed: [Third] [added: [Fourth] Supplemental Indenture, dated [removed: January 14,] [added: October 18,] 2016, between Ecolab Inc. and [added: Computershare Trust Company, N.A. (as successor to] Wells Fargo Bank, National [removed: Association,] [added: Association),] as [removed: Trustee.](http://www.sec.gov/Archives/edgar/data/31462/000110465916089874/a16-1502_3ex4d2.htm)] [added: Trustee.](http://www.sec.gov/Archives/edgar/data/31462/000110465916150736/a16-19670_3ex4d2.htm)] | | | ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K, dated [removed: January 11,] [added: October 13,] 2016. (File No. 001-9328) |

| [removed: (4.10)] [added: (4.14)] | ​ | Form of 3.250% Notes due [removed: 2023.] [added: 2027.] | | | ​ | Included in Exhibit [removed: (4.9)] [added: (4.13)] above. |

| [removed: (4.11)] [added: (4.13)] | ​ | [removed: [Fourth] [added: [Seventh] Supplemental Indenture, dated [removed: October 18, 2016,] [added: November 27, 2017,] between Ecolab Inc. and [added: Computershare Trust Company, N.A. (as successor to] Wells Fargo Bank, National [removed: Association,] [added: Association),] as [removed: Trustee.](http://www.sec.gov/Archives/edgar/data/31462/000110465916150736/a16-19670_3ex4d2.htm)] [added: Trustee.](http://www.sec.gov/Archives/edgar/data/31462/000155837017009111/ex-4d2.htm)] | | | ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K, dated [removed: October 13, 2016.] [added: November 30, 2017.] (File No. 001-9328) |

| [removed: (4.12)] [added: (4.10)] | ​ | Forms of 2.700% Notes due 2026 and 3.700% Notes due 2046. | | | ​ | Included in Exhibit [removed: (4.11)] [added: (4.9)] above. |

| [removed: (4.13)] [added: (4.11)] | ​ | [Fifth Supplemental Indenture, dated December 8, 2016, by and among Ecolab Inc., [added: Computershare Trust Company, N.A. (as successor to] Wells Fargo Bank, National [removed: Association,] [added: Association),] as Trustee, Elavon Financial Services DAC, UK Branch, as paying agent, and Elavon Financial Services DAC, as transfer agent and registrar.](http://www.sec.gov/Archives/edgar/data/31462/000110465916161298/a16-22117_3ex4d2.htm) | | | ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K, dated December 1, 2016. (File No. 001-9328) |

| [removed: (4.14)] [added: (4.12)] | ​ | Form of 1.000% Euro Notes due 2024. | | | ​ | Included in Exhibit [removed: (4.13)] [added: (4.11)] above. |

| [removed: (4.15)] [added: (4.21)] | ​ | [removed: [Sixth] [added: [Tenth] Supplemental Indenture, dated August [removed: 10, 2017,] [added: 18, 2021,] between Ecolab Inc. and [added: Computershare Trust Company, N.A. (as successor to] Wells Fargo Bank, National [removed: Association,] [added: Association),] as [removed: Trustee.](http://www.sec.gov/Archives/edgar/data/31462/000110465917051096/a17-18701_3ex4d2.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/0000031462/000155837021011959/ecl-20210809xex4d2.htm)] | | | ​ | Incorporated by reference to Exhibit (4.2) of our Form [removed: 8-K, dated] [added: 8-K filed on] August [removed: 10, 2017.] [added: 19, 2021.] (File No. 001-9328) |

| [removed: (4.16)] [added: (4.17)] | ​ | Form of [removed: 2.375%] [added: 4.800%] Notes due [removed: 2022.] [added: 2030.] | | | ​ | Included in Exhibit [removed: (4.15)] [added: (4.16)] above. |

| [removed: (4.17)] [added: (4.16)] | ​ | [removed: [Seventh] [added: [Eighth] Supplemental Indenture, dated [removed: November 27, 2017,] [added: March 24, 2020,] between Ecolab Inc. and [added: Computershare Trust Company, N.A. (as successor to] Wells Fargo Bank, National [removed: Association,] [added: Association),] as [removed: Trustee.](http://www.sec.gov/Archives/edgar/data/31462/000155837017009111/ex-4d2.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/31462/000110465920037828/tm2012952d5_ex4-2.htm)] | | | ​ | Incorporated by reference to Exhibit (4.2) of our Form [removed: 8-K, dated November 30, 2017.] [added: 8-K filed on March 24, 2020.] (File No. 001-9328) |

| [removed: (4.18)] [added: (4.19)] | ​ | Form of [removed: 3.250%] [added: 1.300%] Notes due [removed: 2027.] [added: 2031.] | | | ​ | Included in Exhibit [removed: (4.17)] [added: (4.18)] above. |

| [removed: (4.19)] [added: (4.15)] | ​ | Form of 3.950% Notes due 2047. | | | ​ | Included in Exhibit [removed: (4.17)] [added: (4.13)] above. |

| [removed: (4.20)] [added: (4.18)] | ​ | [removed: [Eighth] [added: [Ninth] Supplemental Indenture, dated [removed: March 24,] [added: August 13,] 2020, between Ecolab Inc. and [added: Computershare Trust Company, N.A. (as successor to] Wells Fargo [removed: bank,] [added: Bank,] National [removed: Association,] [added: Association),] as [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/31462/000110465920037828/tm2012952d5_ex4-2.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/31462/000110465920094714/tm2026912d5_ex4-2.htm).] | | | ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K filed [added: by Ecolab Inc.] on [removed: March 24,] [added: August 13,] 2020. (File No. 001-9328) |

| [removed: (4.21)] [added: (4.22)] | ​ | Form of [removed: 4.800%] [added: 2.750%] Notes due [removed: 2030.] [added: 2055.] | | | ​ | Included in Exhibit [removed: (4.20)] [added: (4.21)] above. |

| [removed: (4.22)] [added: (4.23)] | ​ | [removed: [Ninth] [added: [Eleventh] Supplemental Indenture, dated [removed: August 13, 2020,] [added: December 15, 2021,] between Ecolab Inc. and [removed: Wells Fargo bank, National Association,] [added: Computershare Trust Company, N.A.,] as [removed: Trustee](https://www.sec.gov/Archives/edgar/data/31462/000110465920094714/tm2026912d5_ex4-2.htm).] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/0000031462/000155837021016826/ecl-20211215xex4d2.htm)] | | | ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K filed by Ecolab Inc. on [removed: August 13, 2020.] [added: December 15, 2021.] (File No. 001-9328) |

| [removed: (4.23)] [added: (4.24)] | ​ | Form of [removed: 1.300%] [added: 0.900%] Notes due [removed: 2031.] [added: 2023.] | | | ​ | Included in Exhibit [removed: (4.22)] [added: (4.23)] above. |

| [removed: (4.24)] [added: (4.20)] | ​ | Form of 2.125% Notes due 2050. | | | ​ | Included in Exhibit [removed: (4.22)] [added: (4.18)] above. |

| [removed: (4.25)] [added: (4.28)] | ​ | [Description of Securities.](https://www.sec.gov/Archives/edgar/data/31462/000155837020001788/ex-4d20.htm) | | | ​ | Incorporated by reference to Exhibit (4.20) of our Form 10-K Annual Report for the year ended December 31, 2019. (File No. 001-9328) |

| (10.1) | ​ | [removed: [Second] [added: [Third] Amended and Restated $2.0 billion 5-Year Revolving Credit Facility, dated [removed: November 28, 2017,] [added: as of April 16, 2021,] among Ecolab Inc., the lenders party thereto, the issuing [removed: banks] [added: lenders] party thereto, Bank of America, N.A., as administrative agent and swing line bank, and Citibank, N.A., JPMorgan Chase Bank, N.A. and [removed: The Bank of Tokyo-Mitsubishi UFJ,] [added: MUFG Bank,] Ltd., as co-syndication [removed: agents.](http://www.sec.gov/Archives/edgar/data/31462/000155837017009111/ex-10d1.htm)] [added: agents.](https://www.sec.gov/Archives/edgar/data/0000031462/000155837021004502/ecl-20210416xex10d01.htm)] | | | ​ | Incorporated by reference to Exhibit (10.1) of our Form 8-K, dated [removed: November 30, 2017.] [added: April 20, 2021.] (File No. 001-9328) |

| ​ | ​ | ​ | (c) | [Deed of Covenant made on 9 June 2017 by Ecolab Inc., Ecolab Lux 1 S.À R.L., Ecolab Lux 2 S.À R.L., Ecolab NL 10 B.V. and Ecolab NL 11 B.V. (as [removed: Issuers)](http://www.sec.gov/Archives/edgar/data/31462/000155837017005778/ecl-20170630ex101c8ad09.htm)] [added: Issuers)](http://www.sec.gov/Archives/edgar/data/31462/000155837017005778/ecl-20170630ex101c8ad09.htm).] | ​ | Incorporated by reference to Exhibit (10.1)(c) of our Form 10-Q for the quarter ended June 30, 2017. (File No. 001-9328) |

| ​ | ​ | ​ | (d) | [Deed of Guarantee made on 9 June 2017 by Ecolab Inc. (in respect of notes issued by Ecolab Lux 1 S.À R.L., Ecolab Lux 2 S.À R.L., Ecolab NL 10 B.V. and Ecolab NL 11 [removed: B.V.)](http://www.sec.gov/Archives/edgar/data/31462/000155837017005778/ecl-20170630ex101df5d35.htm)] [added: B.V.)](http://www.sec.gov/Archives/edgar/data/31462/000155837017005778/ecl-20170630ex101df5d35.htm).] | ​ | Incorporated by reference to Exhibit (10.1)(d) of our Form 10-Q for the quarter ended June 30, 2017. (File No. 001-9328) |

| ​ | ​ | ​ | (b) | [Issuing and Paying [removed: Agency] [added: Agent] Agreement, dated September 18, 2017, between Ecolab Inc. and [removed: MUFG Union Bank, N.A.,] [added: U.S. Bank National Association,] as Issuing and Paying [removed: Agent.](http://www.sec.gov/Archives/edgar/data/31462/000155837017008023/ecl-20170930ex101ae3437.htm)] [added: Agent (as successor, effective as of June 7, 2021, to MUFG Union Bank, N.A.).](https://www.sec.gov/Archives/edgar/data/0000031462/000155837017008023/ecl-20170930ex101ae3437.htm)] | ​ | Incorporated by reference to Exhibit (10.1)(a) of our Form [removed: 10-Q] [added: 10 Q] for the quarter ended September 30, 2017. (File No. 001-9328) |

| ​ | ​ | ​ | (c) | [Corporate Commercial Paper – Master Note, dated [removed: September 18, 2017,] [added: June 7, 2021,] together with annex [removed: thereto.](http://www.sec.gov/Archives/edgar/data/31462/000155837017008023/ecl-20170930ex101b1019c.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/0000031462/000155837021010420/ecl-20210630xex10d3ii.htm)] | ​ | Incorporated by reference to Exhibit [removed: (10.1)(b)] [added: (10.3)(ii)] of our Form [removed: 10-Q] [added: 10 Q] for the quarter ended [removed: September] [added: June] 30, [removed: 2017.] [added: 2021.] (File No. 001-9328) |

| ​ | † | (vii) | [Amendment No. 6 to the Ecolab Executive Death Benefits Plan, effective as of June 23, [removed: 2017](http://www.sec.gov/Archives/edgar/data/31462/000155837017004928/ex-10d1vii.htm)] [added: 2017](http://www.sec.gov/Archives/edgar/data/31462/000155837017004928/ex-10d1vii.htm).] | | ​ | Incorporated by reference to Exhibit 10.1(vii) of Ecolab’s Form 8-K dated June 23, 2017. (File No. 001-9328) |

| [removed: ​] [added: (10.7)] | † | [removed: (iii)] [added: (i)] | [removed: [Amendment No. 2 to the Ecolab] [added: [Ecolab] Supplemental Executive Retirement Plan, [added: as amended and restated,] effective as of [removed: December 31, 2020.](https://www.sec.gov/Archives/edgar/data/31462/000155837021001916/ecl-20201231xex10d7iii.htm)] [added: January 1, 2022.](https://www.sec.gov/Archives/edgar/data/31462/000155837022002059/ecl-20211231xex10d7.htm)] | | ​ | Filed herewith electronically. |

| [removed: ​] [added: (10.8)] | † | [removed: (ii)] [added: (i)] | [removed: [Amendment No. 1 to Ecolab] [added: [Ecolab] Mirror Savings Plan, as amended and restated, effective as of [removed: December 31, 2020.](https://www.sec.gov/Archives/edgar/data/31462/000155837021001916/ecl-20201231xex10d8ii.htm)] [added: January 1, 2022.](https://www.sec.gov/Archives/edgar/data/31462/000155837022002059/ecl-20211231xex10d8.htm)] | | ​ | Filed herewith electronically. |

| [removed: ​] [added: (10.9)] | † | [removed: (ii)] [added: (i)] | [removed: [Amendment No. 1 to Ecolab] [added: [Ecolab] Mirror Pension Plan, as amended and restated, effective as of [removed: December 31, 2020.](https://www.sec.gov/Archives/edgar/data/31462/000155837021001916/ecl-20201231xex10d9ii.htm)] [added: January 1, 2022.](https://www.sec.gov/Archives/edgar/data/31462/000155837022002059/ecl-20211231xex10d9.htm)] | | ​ | Filed herewith electronically. |

| [removed: (10.10)] [added: ​] | † | [removed: (i)] [added: (vi)] | [removed: [Ecolab Inc. Administrative Document for Non-Qualified Plans, as amended and restated, effective as] [added: [Sample form] of [removed: January 1, 2011.](http://www.sec.gov/Archives/edgar/data/31462/000110465912014104/a11-30850_1ex10d16.htm)] [added: Performance-Based Restricted Stock Unit Award Agreement under the Ecolab Inc. 2010 Stock Incentive Plan, adopted December 4, 2018.](http://www.sec.gov/Archives/edgar/data/31462/000155837019001379/ecl-20181231ex1015viiie.htm)] | | ​ | Incorporated by reference to Exhibit [removed: (10.16)] [added: (10.15)(viii)] of our Form 10-K Annual Report for the year ended December 31, [removed: 2011.] [added: 2018.] (File No. 001-9328) |

| (2.3) | ​ | [Stock and Asset Purchase Agreement, dated October 28, 2021, by and among Ecolab Inc., Purolite Corporation, a Delaware corporation (“Purolite”), Stefan E. Brodie and Don B. Brodie (the “Founder Sellers” and together with Purolite, the “Sellers”) and Stefan E. Brodie, solely in his capacity as the representative of the Sellers.](https://www.sec.gov/Archives/edgar/data/31462/000155837021016420/ecl-20211201xex2d1.htm) | | | ​ | Incorporated by reference to Exhibit (2.1) of our Form 8-K, dated December 1, 2021. (File No. 001-9328) |

| ​ | ​ | ​ | | | ​ | ​ |

| ​ | ​ | ​ | | | ​ | ​ |

| (4.25) | ​ | Form of 1.650% Notes due 2027. | | | ​ | Included in Exhibit (4.23) above. |

| (4.26) | ​ | Form of 2.125% Notes due 2032. | | | ​ | Included in Exhibit (4.23) above. |

| (4.27) | ​ | Form of 2.700% Notes due 2051. | | | ​ | Included in Exhibit (4.23) above. |

| (10.10) | † | (i) | [Ecolab Inc. Administrative Document for Non-Qualified Plans, as amended and restated, effective as of January 1, 2022.](https://www.sec.gov/Archives/edgar/data/31462/000155837022002059/ecl-20211231xex10d10.htm) | | ​ | Filed herewith electronically. |

| (10.17) | † | [Offer Letter relating to employment of Machiel Duijser dated July 22, 2019.](https://www.sec.gov/Archives/edgar/data/0000031462/000155837021006198/ecl-20210331xex10d1i.htm) | | | ​ | Incorporated by reference to Exhibit (10.1(i) of our Form 10-Q Quarterly Report for the quarter ended March 31, 2021. (File No. 001 9328) |

| (10.19) | † | [Term Credit Agreement, dated November 19, 2021, by and among Ecolab Inc., the financial institutions party thereto as Banks from time to time, and JP Morgan Chase Bank, N.A., as administrative agent.](https://www.sec.gov/Archives/edgar/data/0000031462/000155837021016298/ecl-20211119xex10d1.htm) | | | ​ | Incorporated by reference to Exhibit (10.1) of our Form 8-K, dated November 23, 2021. (File No. 001 9328) |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | | ​ | ​ |

| (10.7) | † | (i) | [Ecolab Supplemental Executive Retirement Plan, as amended and restated, effective as of January 1, 2014.](http://www.sec.gov/Archives/edgar/data/31462/000110465914014489/a13-25814_1ex10d11.htm) | | ​ | Incorporated by reference to Exhibit 10.11 of our Form 10-K Annual Report for the year ended December 31, 2013. See also Exhibit (10.12) hereof. (File No. 001-9328). |

| ​ | † | (ii) | [Amendment No. 1 to the Ecolab Supplemental Executive Retirement Plan, effective as of May 6, 2015.](http://www.sec.gov/Archives/edgar/data/31462/000110465915074906/a15-17904_1ex10d1.htm) | | ​ | Incorporated by reference to Exhibit 10.1 of our Form 10-Q for the quarter ended June 30, 2015. (File No. 001-9328) |

| (10.8) | † | (i) | [Ecolab Mirror Savings Plan, as amended and restated, effective as of January 1, 2014.](http://www.sec.gov/Archives/edgar/data/31462/000110465914014489/a13-25814_1ex10d12.htm) | | ​ | Incorporated by reference to Exhibit 10.12 of our Form 10-K Annual Report for the year ended December 31, 2013. See also Exhibit (10.12) hereof. (File No. 001-9328) |

| (10.9) | † | (i) | [Ecolab Mirror Pension Plan, as amended and restated, effective as of January 1, 2014.](http://www.sec.gov/Archives/edgar/data/31462/000110465914014489/a13-25814_1ex10d13.htm) | | ​ | Incorporated by reference to Exhibit 10.13 of our Form 10-K Annual Report for the year ended December 31, 2013. See also Exhibit (10.12) hereof. (File No. 001-9328). |

| ​ | † | (viii) | [Sample form of Performance-Based Restricted Stock Unit Award Agreement under the Ecolab Inc. 2010 Stock Incentive Plan, adopted December 3, 2019.](https://www.sec.gov/Archives/edgar/data/31462/000155837020001788/ex-10d15ix.htm) | | ​ | Incorporated by reference to Exhibit (10.15)(ix) of our Form 10-K Annual Report for the year ended December 31, 2019. (File No. 001-9328) |

| ​ | † | (ix) | [Sample form of Performance-Based Restricted Stock Unit Award Agreement under the Ecolab Inc. 2010 Stock Incentive Plan, adopted December 3, 2020.](https://www.sec.gov/Archives/edgar/data/31462/000155837021001916/ecl-20201231xex10d13ix.htm) | | ​ | Filed herewith electronically. |

| (10.15) | † | [Second Amended and Restated Nalco Holding Company 2004 Stock Incentive Plan, effective as of December 1, 2011.](http://www.sec.gov/Archives/edgar/data/31462/000110465911067473/a11-30612_2ex4d3.htm) | | | ​ | Incorporated by reference to Exhibit (4.3) of our Post-Effective Amendment No. 1 on Form S-8 to Form S-4 Registration Statement dated December 2, 2011. (File No. 001-9328) |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Ecolab Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the [removed: 26th] [added: 25th] day of February, [removed: 2021.][added: 2022.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Ecolab Inc. and in the capacities indicated, on the [removed: 26th] [added: 25th] day of February, [removed: 2020.][added: 2022.]

| /s/ [removed: Daniel J. Schmechel] [added: Scott D. Kirkland] | ​ | Chief Financial Officer |

| [removed: Daniel J. Schmechel] [added: Scott D. Kirkland] | ​ | (Principal Financial Officer) |

| /s/ [removed: Scott D. Kirkland] [added: Jennifer J. Bradway] | ​ | Senior Vice President and Corporate Controller |

| [removed: Scott D. Kirkland] [added: Jennifer J. Bradway] | ​ | (duly authorized officer and [removed: Chief] [added: Principal] Accounting Officer) |