Ecolab (ECL) 10-K risk factor changes: FY2022 vs FY2021

Economic downturns, and in particular downturns in our larger markets including the foodservice, hospitality, travel, health care, food processing, refining, pulp and paper, mining and steel industries, can adversely impact our [removed: end-users.][added: customers.]

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

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

[removed: Recent political] [added: Countries such as Russia, Turkey] and [added: Argentina have recently experienced] economic upheaval [added: and similar upheaval] in [added: other] countries with Ecolab [removed: operations, such as Russia, Turkey, and Argentina,] [added: operations] could [removed: 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.

The size and complexity of our information technology systems [added: and those of strategic vendors] make them vulnerable to failure, malicious intrusion and random attack.

Likewise, data security breaches by employees or others with permitted access to our systems [added: or to the systems of strategic vendors] 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, 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 [added: or in the systems of strategic vendors] that could cause reputational damage, business [removed: 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.]

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

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 [removed: business.][added: business]

We conduct business in [removed: approximately] [added: more than] 170 countries and, in [removed: 2021,] [added: 2022,] approximately [removed: 48%] [added: 47%] of our net sales originated outside the United States.

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

While the U.S. and China signed a Phase One trade agreement in January 2020, which included the suspension and rollback of tariffs, the [removed: U.S. Senate subsequently passed legislation in 2021 aimed at] [added: CHIPS and Science Act of 2022 with objectives including] countering China’s technical ambitions [removed: and similar legislation] was [removed: introduced in the House] [added: signed into law] in [added: August] 2022.

Any new tariffs [added: or policies] imposed by the U.S., China or other countries or any additional retaliatory measures by any of these countries, could increase our costs, reduce our sales and earnings or otherwise have an adverse effect on our operations.

In particular, we are undertaking the [added: three restructuring plans, i.e. the Europe Program, the] 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.

[removed: There can] be [removed: no assurance that we will be] able to accomplish our technology development goals or that technological developments by our competitors will not place certain of our products, technology or services at a competitive disadvantage in the future.

[removed: We recently] [added: In December 2021 we] 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 are unsuccessful in integrating acquisitions, [added: including Purolite,] our business could be materially and adversely [removed: affected_._][added: affected.]

[removed: As] [added: Additionally, as] part of our long-term strategy, we seek to acquire complementary businesses.

War (including acts of terrorism or hostilities), natural or manmade disasters, water shortages or severe weather [removed: conditions] [added: conditions, including the effects of climate change,] affecting the energy, foodservice, hospitality, travel, health care, food processing, pulp and paper, mining, steel and other industries can cause a downturn in the business of our customers, which in turn can have a material adverse effect on our consolidated results of operations, financial position or cash flows.

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

As of December 31, [removed: 2021,] [added: 2022,] we had approximately [removed: $8.8] [added: $8.6] billion in outstanding indebtedness, with approximately [removed: $1.7] [added: $1.5] 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, [removed: 2021] [added: 2022] would increase future interest expense by approximately [removed: $17] [added: $15] million per year; and |

We incur significant expenses related to the amortization of intangible assets and may be required to report losses resulting from the impairment of goodwill or other assets recorded in connection with the Nalco [removed: transaction] and [added: Purolite transactions and] other acquisitions.

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

The COVID pandemic, geopolitical instability, including the conflict between Russia and Ukraine, and other global events have significantly increased economic and demand uncertainty.

Some of the results of these events, including supply chain challenges, inflation, high interest rates, foreign currency exchange volatility, and volatility in global capital markets, have affected our business in the past and could continue to have a material adverse impact on our business in the future.

In particular, we expect a more challenging macroeconomic environment, especially in Europe, as the war and the energy crisis are having a significant impact on costs and demand.

In light of Russia’s invasion of Ukraine and the United States’ and other countries’ sanctions against Russia, we announced in April 2022 that we will focus our Russian business on operations that are essential to life, providing minimal support for our healthcare, life sciences, food and beverage and certain water businesses.

We may further narrow our presence in Russia depending on developments in the conflict or otherwise.

Our Russian operations represented approximately 1% for both our 2022 and 2021 annual sales.

During 2022 we recorded pre-tax charges of $13.1 million related to recoverability risk of certain assets in both Russia and Ukraine.

Depending on developments, we may incur further charges relating to our Russia and Ukraine businesses.

The conflict in Ukraine may escalate and/or expand in scope and the broader consequences of this conflict, which have included and/or may in the future include sanctions, embargoes, regional instability and geopolitical shifts; potential retaliatory action by the Russian government against companies, including us, such as nationalization of foreign businesses in Russia; and increased tensions between the United States and countries in which we operate cannot be predicted, nor can we predict the conflict’s impact on the global economy and on our business and financial results.

The Russia and Ukraine conflict may also heighten many other risks disclosed in our report on Form 10-K, any of which could

materially and adversely affect our business and financial results.

Such risks include, but are not limited to, adverse effects on macroeconomic conditions, including increased inflation, constraints on the availability of commodities, supply chain disruption and decreased business spending; disruptions to our or our business partners’ global technology infrastructure, including through cyber-attack or cyber-intrusion; adverse changes in international trade policies and relations; claims, litigation and regulatory enforcement; our ability to implement and execute our business strategy; terrorist activities; our exposure to foreign currency fluctuations; reputational risk; and constraints, volatility, or disruption in the capital markets.

Geopolitical tensions or conflicts, such as Russia’s invasion of Ukraine, may further heighten the risk of cybersecurity attacks.

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.

There is continued uncertainty regarding the duration, scope and severity of the pandemic, particularly with the emergence of new variants of COVID-19 and periodic spikes in COVID-19 cases in various geographic regions, and the impacts on our business and the global economy from the effects of the pandemic and response measures.

Travel and logistics restrictions, lockdowns, vaccine requirements and other measures from time to time implemented by foreign and domestic authorities have resulted in, and may continue to result in, supply chain and transportation disruptions, production delays and capacity limitations at Ecolab and some of its customers and suppliers, as well as reduced workforce availability or productivity at Ecolab and customer sites, and additional data, information and cyber security risks associated with an extensive workforce working remotely.

The degree to which the pandemic ultimately impacts our business, financial condition and results of operations and the global economy will depend on future developments beyond our control, which are highly uncertain and difficult to predict, including the severity, duration and any resurgence of the pandemic, the extent, duration and effectiveness of periodic lockdowns and other containment actions, the availability, public adoption and efficacy of COVID vaccines, how quickly and to what extent normal economic and operating activity can resume, and the severity and duration of resulting global economic volatility.

There can be no assurance that we will

Furthermore, increasing public and governmental awareness and concern regarding the effects of climate change has led to significant legislative and regulatory efforts to limit greenhouse gas emissions and will likely result in further environmental and climate change laws and regulations.

Our commitments, goals, targets, objectives and initiatives related to sustainability, and our public statements and disclosures regarding them, expose us to numerous risks.

We have developed, and will continue to establish, goals, targets, and other objectives related to sustainability matters, including our sustainability goals in alignment with the United Nations Global Compact’s Business Ambition for 1.5⁰C and our commitments to science-based targets addressing Scope 1, 2 and 3 GHG emissions, discussed in Item 1 of Part I of this Form 10-K, entitled “Business.” Achieving these goals and commitments will require evolving our business, capital investment and the development of technology that might not currently exist.

We might incur additional expense or be required to recognize impairment charges in connection with our efforts.

These commitments, goals, targets and other objectives reflect our current plans and there is no guarantee that they will be achieved.

Our efforts to research, establish, accomplish, and accurately report on these commitments, goals, targets, and objectives expose us to operational, reputational, financial, legal, and other risks.

Our ability to achieve any stated commitment, goal, target, or objective is subject to factors and conditions, many of which are outside of our control, including the pace of changes in technology, the availability of requisite financing, and the availability of suppliers that can meet our sustainability and other standards.

Our business may face increased scrutiny from the investment community, other stakeholders, regulators, and the media related to our sustainability activities, including our commitments, goals, targets, and objectives, and our methodologies and timelines for pursuing them.

If our sustainability practices do not meet investor or other stakeholder expectations and standards, which continue to evolve, our reputation, our ability to attract or retain employees, and our attractiveness as an investment, business partner, or as an acquiror could be negatively impacted.

Similarly, our failure or perceived failure to pursue or fulfill our commitments, goals, targets, and objectives, to comply with ethical, environmental, or other standards, regulations, or expectations, or to satisfy reporting standards with respect to these matters, within the timelines we announce, or at all, could have operational, reputational, financial and legal impacts.

In particular, we are affected by the impact of changes to tax laws or related authoritative interpretations in the United States, such as the Inflation Reduction Act (IRA) signed into law on August 16, 2022, which includes a corporate alternative minimum tax on certain large corporations, incentives to address climate change mitigation and other non-income tax provisions, including an excise tax on the repurchase of corporate stock.

As of December 31, 2022, we had goodwill of $8.0 billion which

​

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

In addition to the reduction in the demand for our products and services, the COVID-19 pandemic has had, and we expect will continue to have, certain negative impacts on our business, including, but not limited to, the following:

| | ● | 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. 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 our business operations are negatively impacted as a result of remote work arrangements, including due to cybersecurity risks or other disruption to our technology infrastructure. Further, if our key operating facilities experience closures or worker shortages as a result of COVID-19, whether temporary or sustained, our business operations could be significantly disrupted. |

| | ● | 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. |

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

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

Economic factors such as the worldwide economy, capital flows, interest rates and currency movements, including, in particular, our exposure to foreign currency risk, have affected our business in the past and may have a material adverse impact on our business in the future.

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.

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

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.

Severe public health outbreaks may materially and adversely impact our business.

Our business could be adversely affected by the effect of a public health epidemic.

Uncertainty with respect to the impact on our financial results of the COVID-19 pandemic is discussed further in Management Discussion & Analysis located at Part II, Item 7, of this form 10-K under the heading “Global Economic and Political Environment.”

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

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.

[removed: On] [added: In] December [removed: 1,] 2021, we acquired Purolite for total consideration of $3.7 billion in [removed: cash.][added: cash, net of cash acquired.]

[removed: In addition, the remaining] [added: The 2021] impacts of the Purolite acquisition including operating results, acquisition-related amortization and interest expense related to the transaction [removed: have] [added: were] also [removed: been] excluded from [added: 2021] adjusted results.

[removed: On] [added: In] June [removed: 3,] 2020, we completed the previously announced separation of 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 of ChampionX (the “Merger”) with a wholly owned subsidiary of ChampionX Corporation (f/k/a Apergy Corporation, “Apergy”).

Therefore, we [removed: report] [added: reported] the historical results of ChampionX, including the results of operations, cash flows, and related assets and liabilities, as discontinued operations for [removed: all periods presented herein.][added: 2020.]

Unless otherwise noted, the accompanying MD&A has been revised to reflect the ChampionX business as discontinued operations and [removed: prior year] [added: 2020] balances have been revised accordingly to reflect continuing operations only.

We [added: have also] made [removed: other] immaterial [removed: changes,] [added: changes to our segment reporting,] including the movement of certain customers and cost allocations between reportable segments.

Acquisition adjusted growth rates exclude the results of our acquired businesses from the first twelve months post acquisition, the results of our divested businesses from the twelve months prior to [removed: divestiture and the Venezuelan results of operations from all comparable periods.][added: divestiture.]

As part of the [removed: separation,] [added: separation of the ChampionX business,] 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.

[removed: Double-digit] [added: Our team generated double-digit] sales growth in the Institutional & [removed: Specialty] [added: Specialty, Industrial] and Other segments [removed: along with strong Industrial segment growth more than offset the] [added: while] Healthcare & Life Sciences [removed: segment’s decline versus a very strong gain last year.][added: segment sales were stable.]

[removed: Accelerating] [added: Our reported operating income increased 15% when comparing 2021 to 2020 primarily driven by increased] pricing and higher volume [added: which] more than offset significantly higher delivered product costs and supply [removed: constraints, including the impact of Texas Freeze and Hurricane Ida,] [added: constraints] and [removed: the comparison to lower] [added: higher] variable compensation [added: compared to] last year.

Reported sales increased [removed: 8%] [added: 11%] to [removed: $12.7] [added: $14.2] billion in [removed: 2021] [added: 2022] from [removed: $11.8] [added: $12.7] billion in [removed: 2020.][added: 2021.]

When measured in fixed rates of foreign currency exchange, fixed currency sales increased [removed: 6%] [added: 16%] compared to the prior year.

Acquisition adjusted fixed currency sales increased [removed: 5%] [added: 13%] compared to the prior year.

Our reported gross margin was [removed: 40.2%] [added: 37.8%] of sales for [removed: 2021,] [added: 2022,] compared to our [removed: 2020] [added: 2021] reported gross margin of [removed: 41.4%.][added: 40.2%.]

Excluding the impact of special (gains) and charges and [added: the 2021] impacts from the Purolite transaction included in cost of [removed: sales from both 2021 and 2020,] [added: sales,] our adjusted gross margin was [removed: 40.9%] [added: 38.2%] in [removed: 2021] [added: 2022] and [removed: 41.8%] [added: 40.9%] in [removed: 2020.][added: 2021.]

Reported operating income [removed: increased 15% to] [added: remained stable at] $1.6 billion in [removed: 2021,] [added: 2022,] compared to [removed: $1.4] [added: $1.6] billion in [removed: 2020.][added: 2021.]

[removed: Adjusted operating income, excluding] [added: Excluding] the impact of special (gains) and charges and the [added: 2021] impacts of the Purolite transaction, [added: 2022 adjusted operating income decreased 1% when compared to 2021 adjusted operating income and 2021 adjusted operating income] increased 11% [removed: in 2021.][added: when compared to 2020 adjusted operating income.]

When measured in fixed rates of foreign currency exchange, adjusted fixed currency operating income increased [removed: 8%] [added: 4%] in [removed: 2021.][added: 2022.]

[added: |] Reported [removed: continuing operations] [added: GAAP] diluted EPS [removed: increased 17% to] [added: from continuing operations | ​ | ​ | $3.81 | ​ | ​ | ​ |] $3.91 [removed: in 2021 compared to] [added: | ​ | ​ |] $3.33 [removed: in 2020.][added: | ​ | (3) | % | ​ | 17 | % |]

Adjusted [removed: continuing operations] diluted EPS, which exclude the impact of special (gains) and charges, the [added: 2021] impacts of the Purolite transaction and discrete tax items [removed: increased 17%] [added: decreased 4%] to [removed: $4.69] [added: $4.49] in [removed: 2021] [added: 2022] compared to [removed: $4.02] [added: $4.69] in [removed: 2020.][added: 2021, as unfavorable foreign currency translation and increases in interest expense further offset our operating income performance.]

[removed: Net Debt] [added: | Net debt] to [removed: EBITDA][added: EBITDA | | ​ | 3.2 | ​ | | ​ | 3.4 | ​ | | ​ | 2.4 | ​ |]

Cash flow from continuing operations operating activities was [removed: $2.1] [added: $1.8] billion in [removed: 2021] [added: 2022] compared to [removed: $1.7] [added: $2.1] billion in [removed: 2020.][added: 2021.]

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

These assumptions affect the amount and timing of future [removed: contributions] [added: pension contributions, benefit payments] and [removed: expenses.][added: expense or income recognized.]

The significant assumptions used in developing the required estimates are the discount [removed: rate,] [added: rates,] expected [removed: return] [added: returns] on assets, projected salary and health care cost increases and mortality [removed: table.][added: tables.]

| ● | 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 [removed: bond issues] [added: bonds] that have an average rating of AA when averaging available Moody’s Investor Services, Standard & Poor’s and Fitch ratings. The discount [removed: rate is] [added: rates are] calculated by matching [removed: the] [added: each] plans’ projected cash flows to the bond yield curve. For [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] we measured service and interest costs by applying the [added: 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 2022, our weighted-average discount rate increased to 5.17% from 2.86% at year-end 2021. In determining our U.S. postretirement health care obligation for 2022, our weighted-average discount rate increased to 5.14% from 2.75% at year-end 2021.] |

| ● | 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 [removed: return] [added: returns] on U.S. plan assets used in determining the U.S. pension and U.S. postretirement health care expenses was 7.00% for [removed: 2021, 7.25%] [added: 2022, 7.00%] for [removed: 2020] [added: 2021] and 7.25% for [removed: 2019.] [added: 2020.] |

| ● | Projected salary [removed: and health care cost increases are] [added: is] 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: 2021, 2020] [added: 2022, 2021] and [removed: 2019.] [added: 2020.] |

| ● | For postretirement benefit measurement purposes as of December 31, [removed: 2021,] [added: 2022,] the annual rates of increase in the per capita cost of covered health care were assumed to be 6.75% for pre-65 [removed: costs and 7.25% for post-65] costs. [added: Post-65 costs are no longer used.] The rates are assumed to decrease each year until they reach 4.5% in [removed: 2029] [added: 2032] and remain at those levels thereafter. |

The effects of actual results differing from our assumptions, as well as changes in assumptions, are reflected in the unrecognized [removed: actuarial loss] [added: gains or losses] and amortized [removed: over future periods and, therefore, will generally affect our recognized expense] [added: into earnings] in [removed: future periods.][added: the future.]

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

The unrecognized net [removed: actuarial loss] [added: losses] on our U.S. qualified and non-qualified pension plans [removed: decreased] [added: increased] to [removed: $397] [added: $412] million as of December 31, [removed: 2021] [added: 2022] from [removed: $691] [added: $397] million as of December 31, [removed: 2020] [added: 2021] (both before tax), primarily due to [added: lower actual return on assets partially offset by] current year net actuarial gains.

The effect of a decrease in the discount rate or decrease in the expected return on assets assumption as of December 31, [removed: 2021,] [added: 2022,] on the December 31, [removed: 2021] [added: 2022] defined benefit obligation and [removed: 2022] [added: 2023] expense is shown below, assuming no changes in benefit [removed: levels and no amortization of gains or losses for our significant U.S. plans.][added: levels.]

Expense amounts reflect the accounting for [removed: actuarial] gains [added: or losses] as a component of other comprehensive income [added: or expense] and recognition of the impacts into [removed: income] [added: earnings] over [removed: the remaining service period:][added: time:]

| ​ | ​ | Assumption | ​ | Recorded | | | ​ | [removed: 2022] [added: 2023] | | |

| Expected return on assets | | [removed: \-0.25] [added: \-.25] pts | ​ | [removed: ​] | N/A | ​ | ​ | ​ | [removed: 5.3] [added: \-] | ​ |

| Expected return on assets | | [removed: \-0.25] [added: \-.25] pts | ​ | [added: ​] | N/A | ​ | ​ | ​ | [removed: \-] [added: (4.7)] | ​ |

The Internal Revenue Service (“IRS”) has completed examinations of our U.S. federal income tax returns through 2016 and the years 2017 [removed: and 2018] [added: through 2020] are currently under audit.

Because of the uncertainty of the final outcome of these examinations, we have [removed: reserved] [added: estabilished a liability] for potential reductions of tax benefits (including related interest and penalties) for amounts that do not meet the more-likely-than-not thresholds for recognition and measurement as required by authoritative guidance.

Our gross liability for uncertain tax positions was [removed: $25] [added: $24.9] million and [removed: $21] [added: $25.1] million as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

Further, we have excluded the results of our Purolite business for all of 2022 to remain comparable to 2021 when Purolite’s results were excluded from adjusted results.

In 2022, we delivered double-digit sales growth as we accelerated our pricing and drove volume growth.

Our strong pricing increases offset continued significant delivered product cost increases on a dollar basis.

Operating income was stable, as accelerating pricing was offset by higher delivered product costs and investments in the business.

Our gross profit increased as our strong pricing exceeded substantial delivered product cost inflation.

Reported diluted EPS decreased 3% to $3.81 in 2022 compared to $3.91 in 2021.

Special (gains) and charges in 2022 were driven primarily by restructuring and pension settlement expense and 2021 was driven primarily by COVID-19 related charges, restructuring charges and pension settlement expense.

Dividends declared per common share in 2022 was $2.06 per share.

In December 2022 we increased our quarterly cash dividend by 4% to $0.53 per share, representing our 31st consecutive annual dividend rate increase.

We have paid cash dividends on our common shares for 86 consecutive years.

| ● | The Company uses mortality tables appropriate in the circumstances, which generally are the recently available mortality tables as of the respective U.S. and international measurement dates. Our year-end U.S. valuations reflect mortality tables that estimate the impacts of COVID in an endemic state. This represents a change from prior year when the impact of COVID on future mortality could not be reasonably estimated. |

| Discount rate | | \-.25 pts | ​ | ​ | $42.4 | ​ | ​ | ​ | $1.1 | ​ |

| ​ | ​ | Assumption | ​ | Recorded | | | ​ | 2023 | | |

| Discount rate | | \-.25 pts | | ​ | $2.7 | ​ | | ​ | $- | ​ |

Goodwill arises from our acquisitions and represents the excess of the fair value of the purchase consideration exchanged over the fair value of net assets acquired.

We test our goodwill for impairment at the reporting unit level.

Following the acquisition of Purolite on December 1, 2021, our Life Sciences Operating Segment consists of the Purolite and Global Life Sciences Reporting Units.

If circumstances change or events occur that demonstrate it is more likely than not that the carrying amount of a reporting unit exceeds its fair value, we complete an interim goodwill impairment assessment of that reporting unit prior to the next annual assessment.

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

Given the recent acquisition of Purolite, our annual goodwill impairment assessment of the Purolite Reporting Unit was qualitative in nature and considered information regarding its operations, financial performance and the macroeconomic environment.

After weighting both positive and negative information, it is more likely than not that the fair value of the Purolite Reporting Unit exceeds its carrying amount.

No events were noted during the second half of 2022 that required completion of an interim goodwill impairment assessment in the second half of 2022 for any of our twelve reporting units.

The Nalco trade name is our only indefinite-lived intangible asset, which is tested for impairment on an annual basis during the second quarter.

No events were noted during the second half of 2022 that required completion of an interim impairment assessment of our Nalco trade name in the second half of 2022.

The decrease primarily reflected accelerating pricing that was more than offset by higher delivered product cost and unfavorable mix.

The decreased SG&A ratio (SG&A expenses as a percentage of reported net sales) comparing 2022 against 2021 was driven primarily by strong productivity including cost savings initiatives, partially offset by higher cost of compensation compared to last year.

| Russia/Ukraine | ​ | ​ | 7.2 | ​ | ​ | ​ | \- | ​ | ​ | ​ | \- | ​ |

| Russia/Ukraine | ​ | ​ | 5.9 | ​ | ​ | ​ | \- | ​ | ​ | ​ | \- | ​ |

_Europe Program_

In November 2022 we approved a Europe Program (the “Europe Program”) targeting $80 million of annualized pre-tax savings after completion of the program.

In connection with these actions, we expect to incur pre-tax charges of $130 million ($110 million after tax) or $0.38 per diluted share.

The Europe Program charges are expected to be primarily cash expenditures related to severance and asset disposals.

In 2022 we recorded total restructuring charges of $67.2 million ($56.0 million after tax) or $0.20 per diluted share primarily related to severance.

On February 14, 2023, we expanded our previously announced Europe cost savings program to focus on our Institutional and Healthcare businesses in other regions.

In connection with the expanded program, we now expect to incur pre-tax charges of $195 million ($150 million after tax) or $0.52 per diluted share.

We expect that these restructuring actions will be completed by 2024.

Program actions include headcount reductions from terminations, not filing certain positions and facility closures.

The expanded program charges are expected to be primarily cash expenditures related to severance and asset disposals.

We now expect an estimated annual total cost savings of $175 million by 2024.

The liability related to the Institutional Plan was $1.9 million as of December 31, 2022 and is expected to be paid over a period of a few months to several quarters and will continue to be funded from operating activities.

Effective in the first quarter of 2020, and in anticipation of the separation of the Upstream Energy business, we created the Upstream and Downstream operating segments from the Global Energy operating segment, which was also a reportable segment.

Subsequent to the separation of ChampionX, we no longer report the Upstream Energy segment, which previously held the ChampionX business.

The Downstream operating segment has been aggregated into the Global Industrial reportable segment.

Also, in the first quarter of 2020, we announced leadership changes which allow for shared oversight and focus on the Healthcare and Life Sciences operating segments and established the Global Healthcare & Life Sciences reportable segment.

This segment is comprised of the Healthcare operating segment which was previously aggregated in the Global Institutional reportable segment and the Life Sciences operating segment which was previously aggregated in the Global Industrial reportable segment.

Additionally, the Textile Care operating segment, which is now being reported in Other, had previously been aggregated in the Global Industrial reportable segment.

We also renamed the Global Institutional reportable segment to the Global Institutional & Specialty reportable segment.

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.

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.

Special (gains) and charges in 2020 include debt refinancing charges, restructuring charges, disposal and impairment charges, Healthcare product recall charges, acquisition and integration charges, COVID-19 related charges, and litigation and other charges.

Special (gains) and charges in 2019 were driven primarily by the impact of restructuring charges, discrete tax items, 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.

Our net debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”) was 3.4 and 2.4 for 2021 and 2020, respectively.

We view these ratios as important indicators of the operational and financial health of our organization.

See the “Net Debt to EBITDA” table on page 44 for reconciliation information.

We increased our quarterly cash dividend 6% in December 2021, bringing annual dividends declared to $1.95 per share.

The increase represents our 30th consecutive annual dividend rate increase and the 85th consecutive year we have paid cash dividends.

information as new events occur and additional information becomes known.

| --- | --- |

| | 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. |

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

| Discount rate | | \-0.25 pts | ​ | ​ | $65.6 | ​ | ​ | ​ | $3.3 | ​ |

| Discount rate | | \-0.25 pts | | ​ | $4.4 | ​ | | ​ | $0.1 | ​ |

Additionally, no events noted during the second half of 2021 indicated a need to update any of our analyses or conclusions reached in the second quarter of 2021 for any of our eleven reporting units.

The Nalco trade name is our only indefinite life intangible asset.

The decrease primarily reflected the impact of lower volume, reduced operating leverage and unfavorable business mix, which more than offset pricing.

The decreased SG&A ratio comparing 2020 against 2019 was driven primarily by lower incentive compensation, discretionary spend reductions and cost savings initiatives which offset the effects of lower sales.

We also anticipate non-cash charges related to equipment disposals.

Following the establishment of the separate Institutional Plan, we now expect that the restructuring activities will be completed by the end of 2022, with total anticipated costs of $255 million ($195 million after tax), or $0.67 per diluted share, over this period of time, when revised for continuing operations.

Costs are expected to be primarily cash expenditures for severance costs and some facility closure costs relating to team reorganizations.

The liability related to the Plan was $32.7 million as of the end of the year.

During 2019, net restructuring gains related to restructuring plans entered into prior to 2019 were $1.5 million ($1.1 million after tax) or less than $0.01 per diluted share.

In conjunction with our acquisitions, we incurred $0.2 million ($0.1 million after tax), or less than $0.01 per diluted share, of special (gains) and charges reported in interest expense in 2019.

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.

These charges have been included as a component of other (income) expense on the Consolidated Statements of Income.

In addition, during 2021, 2020 and 2019, an immaterial amount of interest expense was recorded due to acquisition and integration costs.

Our reported operating income increased 15% when comparing 2021 to 2020 primarily driven by increased pricing and higher volume which more than offset significantly higher delivered product costs and supply constraints, including the impact of the Texas Freeze and Hurricane Ida and higher variable compensation compared to last year.

[removed: On] [added: In] June [removed: 3,] 2020, we completed the [removed: previously announced] separation of 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”).

As discussed in Note 5 Discontinued Operations, the ChampionX business met the criteria to be reported as discontinued operations [added: in 2020] because the separation of ChampionX was a strategic shift in business that had a major effect on our operations and financial results.

On December 1, 2021, we acquired Purolite for total consideration of $3.7 billion in [removed: cash.][added: cash, net of cash acquired.]

We deliver comprehensive [added: science-based] solutions, data-driven insights and [removed: personalized] [added: world-class] service to advance food safety, maintain clean and safe environments, [added: and] optimize water and energy [removed: use, and improve operational efficiencies and sustainability for customers in the food, healthcare, hospitality and industrial markets in more than 170 countries around the world.][added: use.]

We partner with customers [removed: at approximately three million customer locations] around the world to reduce water and energy use as well as greenhouse gas emissions through our high-efficiency solutions.

In [removed: 2020,] [added: 2021,] we helped our customers conserve more than [removed: 206] [added: 215] billion gallons of water and avoid more than 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: 2021,] [added: 2022,] which are located in Item 8 of Part II of this Form 10-K.

Operating segments that share similar economic characteristics and future prospects, [added: including the] nature of the products and production processes, end-use markets, channels of distribution and regulatory [removed: environment] [added: environment,] have been aggregated into three reportable segments: Global Industrial, Global Institutional & Specialty and Global Healthcare & Life Sciences.

We provide similar information for Other as compared to our three reportable segments as we consider the information regarding its underlying operating segments [removed: as] useful in understanding our consolidated results.

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

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

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 [added: including water savings, energy savings and operating efficiency.]

Pest Elimination provides services designed to detect, eliminate and prevent [removed: pests,] [added: pests] such as rodents and insects, in restaurants, food and beverage processors, [removed: educational] [added: educational, life science] and healthcare facilities, hotels, quick service restaurant and grocery operations and other institutional and commercial customers.

In addition to the United States, which constitutes [removed: the] [added: our] largest operation, we operate in various countries in Asia Pacific, Greater China, Western Europe, Latin America and South Africa.

We believe Pest Elimination is a leading supplier of [added: high-quality outcome] pest elimination programs to the commercial, hospitality and institutional markets in the geographies it serves.

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

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

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

Additionally, although we have a diverse customer base and no customer or distributor constituted 10 percent or more of our consolidated revenues in [removed: 2021, 2020] [added: 2022, 2021] or [removed: 2019,] [added: 2020,] 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: 12%,] 10%, [removed: 11%,] and [removed: 13%] [added: 11%] of consolidated net sales in [removed: 2021, 2020,] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.

As of December 31, [removed: 2021,] [added: 2022,] Ecolab employed approximately 47,000 employees, including approximately [removed: 25,000] [added: 26,000] sales and service and [removed: 1,200] [added: 1,100] research, development, and engineering employees.

Approximately [removed: 42%] [added: 41%] of the employees are employed in North America, 21% in Europe, [removed: 8%] [added: 7%] in Asia Pacific, [removed: 18%] [added: 17%] in Latin America, [removed: 4%] [added: 6%] in India, Middle East and Africa, and [removed: 7%] [added: 8%] in Greater China.

We set diversity goals at or above market availability and [removed: require] [added: utilize] diverse slates for all hiring activity.

_Safety, Health and Wellness:_ At Ecolab, the safety of our employees and contractors is [removed: our] [added: a] top priority and is embedded into our company values.

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

[removed: To ensure the safety of our employees amidst an ongoing COVID-19 pandemic environment, we’ve] [added: We’ve] continued to help our global employees garner access to vaccines and COVID-19 testing, have provided the option for employees who can do their work remotely to work from [removed: home,] [added: home on a hybrid schedule,] and have implemented additional safety measures for our employees working in the field and in our plant and warehouse locations.

[removed: As we prepare to welcome more of our employees back to work in our Ecolab offices, we will] [added: We] 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 [removed: invested in the past,] [added: invested,] and [removed: will] [added: plan to] continue to [removed: invest in the future,] [added: invest,] in process control and monitoring equipment consisting primarily of systems used by customers to dispense our products as well as to monitor water systems.

We purchase more than 10,000 raw materials, with the largest single raw material representing [removed: less than] [added: approximately] four percent of raw material purchases.

When practical, global sourcing is used so that purchasing or production locations can be shifted to control product [removed: costs at globally competitive levels.][added: costs.]

During [removed: 2021,] [added: 2022,] the impact on our consolidated net income of our joint ventures, in the aggregate, was approximately three percent.

The LCSA modernizes the original 1976 legislation, aiming to establish greater public confidence in the safety of chemical substances in [removed: commerce,] [added: commerce and] improve the U.S. Environmental Protection Agency’s (“EPA”) capability and authority to regulate existing and new chemical [removed: substances, and prevent further state action or other notification programs like REACH (see below).][added: substances.]

For Ecolab, the TSCA changes mainly impact testing and submission costs for new [added: and existing] chemical substances in the United States.

[removed: We anticipate that compliance] [added: Compliance] with new requirements under TSCA [removed: could be] [added: are] similar to the costs associated with REACH in the European Union, which is discussed below.

In addition, Korea, Taiwan, [removed: Turkey] [added: Turkey, India, Chile] and [added: Colombia and] other countries [added: have implemented or] are implementing similar requirements.

Most countries in which we operate [added: have] adopted [added: or are expected to adopt] GHS-related legislation by [removed: 2021.][added: 2023.]

These regulations govern the development, testing, manufacturing, packaging, labeling, distribution and marketing of medical devices and medicinal [removed: products.][added: products, including Advanced Pharmaceutical Ingredients (“API”), excipients and resins for biopharmaceutical processing.]

Countries in the European Union require that certain products being sold within their jurisdictions obtain a “CE mark,” an international symbol of adherence to quality assurance standards, and be manufactured in compliance with certain requirements (e.g., Medical Device Directive 93/42/EE, Medical Device Regulation (EU) [removed: 2017/745,] [added: 2017/745 (“MDR”),] and ISO 13485).

Our capital expenditures for environmental, health and safety projects worldwide were approximately [added: $35 million in 2022,] $28 million in 2021 and $18 million in 2020.

Approximately [removed: $50] [added: $41] million has been budgeted globally for projects in [removed: 2022.][added: 2023.]

A trusted partner for millions of customers, we are a global sustainability leader offering water, hygiene and infection prevention solutions and services that protect people and the resources vital to life.

Building on a century of innovation, we have annual sales of $14 billion, employ more than 47,000 associates and operate in more than 170 countries around the world.

Our innovative solutions improve operational efficiencies and sustainability for customers in the food, healthcare, life sciences, hospitality and industrial markets.

Food Safety Solutions supplies a variety of products, tools and equipment for food preparation, food rotation, temperature management, cleaning and employee safety across all food service customers.

Food Safety Solutions also offers digital applications that automate kitchen procedures for efficiency and compliance.

To ensure the safety of our employees amidst an ongoing COVID-19 pandemic environment, we follow CDC and local guidance.

We have encountered supply chain disruptions with impacts of the COVID-19 pandemic, war in Ukraine and the overall energy crisis (mainly in Europe).

These events have impacted the availability and cost of many raw materials.

As a result of reform and administration changes, EPA reviews are resulting in the majority of new substances being regulated in some manner by the agency.

In addition, the European Green Deal will include the revision of chemical management regulation to achieve a circular economy and toxic-free environment (Chemical Strategy for Sustainability) which may impact sales in Ecolab’s raw material portfolio.

Implementation of the MDR will require additional certifications and investments, including system, product and process upgrades.

These include proposed regulations introduced by the SEC in March 2022 relating to climate change disclosure and the European Commission’s Corporate Sustainability Reporting Directive, which came into force in December 2022 and will apply to both EU and certain non-EU companies with a phased introduction.

These laws may directly impact the Company.

In 2021, we invested over $1.2 million in continuous improvement projects focused on water and energy reductions at over 20 of our facilities across the globe.

In all, these projects reduced annual energy consumption by almost 5.4 billion BTUs, reduced GHG emissions by 324 MT CO2e and saved 27 million gallons (~103,000 cubic meters) of water across our global supply chain manufacturing facilities.

The scope of energy consumption reductions is calculated using a combination of direct measurements and estimations using best-practice methodologies.

The scope of reduction in GHG emissions consumption data is an estimated annual impact and includes both Scope 1 and 2 emissions.

Water reduction is calculated using the water meters and utilities data that measure the savings since our base year of calculations which was 2018.

The science of sustainability is an evolving one.

For a discussion of the factors that may cause our sustainability initiatives, goals and targets to differ from those expressed above, see Item 1A of this Form 10-K, entitled “Risk Factors.”

| Christophe Beck | ​ | 55 | ​ | Chairman and Chief Executive Officer | ​ | Oct. 2022 – Present |

| ​ | ​ | ​ | ​ | Chairman, Chief Executive Officer and President | ​ | May 2022 – Oct. 2022 |

| Darrell R. Brown | ​ | 59 | ​ | President and Chief Operating Officer | ​ | Oct. 2022 – Present |

| ​ | ​ | ​ | ​ | SVP and General Manager - Global Healthcare | ​ | Jan. 2019 – Mar. 2022 |

(2) Prior to joining Ecolab in June 2022, Ms. Minnix was employed by Flowserve Corporation, a global industrial manufacturer of engineered flow control systems, as Senior Vice President, Chief Legal Officer and Corporate Secretary from 2018 until 2022.

Ms. Minnix joined Flowserve from BCM Stock Holdings, Inc., a buildings material company, where she served as Senior Vice President, General Counsel and Corporate Secretary from 2017 to 2018.

(3) Prior to joining Ecolab in January 2019, Mr. Sved was employed by GE HealthCare Technologies Inc., a global medical technology company, where he served as Chief Executive Officer Europe Services from 2013 until 2018, and held numerous other commercial leadership roles, including COO for Services Europe and GM for Northern Europe.

Forward-looking and other statements in this document may also address our sustainability initiatives, goals, targets and progress, and the inclusion of such statements is not an indication that these contents are necessarily material to investors or required to be disclosed in our filings with the SEC.

In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future and performance against our goals and targets may differ from such forward-looking statements in such event.

Subsequent to the separation of ChampionX, we no longer report the Upstream Energy segment, which previously held the ChampionX business.

We are aligned into three reportable segments and Other.

Effective in the first quarter of 2020, and in anticipation of the separation of the Upstream Energy business, we created the Upstream and Downstream operating segments from the Global Energy operating segment, which was also a reportable segment.

We eliminated the Global Energy reportable segment and created the Downstream operating segment and the Upstream operating segment, which are reported in the Global Industrial reportable segment and newly established Upstream Energy reportable segment which is reported in discontinued operations, respectively.

Also, in the first quarter of 2020, we announced leadership changes which allow for shared oversight and focus on the Healthcare and Life Sciences operating segments and established the Global Healthcare & Life Sciences reportable segment.

This segment is comprised of the Healthcare operating segment which was previously aggregated in the Global Institutional reportable segment and the Life Sciences operating segment which was previously aggregated in the Global Industrial reportable segment.

Additionally, the Textile Care operating segment is reported in Other, which had previously been aggregated in the Global Industrial reportable segment.

We also renamed the Global Institutional reportable segment to the Global Institutional & Specialty reportable segment.

We made other immaterial changes, including the movement of certain customers and cost allocations between reportable segments.

We continued to invest in and build our business through various acquisitions that complement our strategic vision.

See Part II, Item 8, Note 4 of this Form 10-K for additional information about acquisitions and divestitures.

With 2021 sales of $12.7 billion, we are 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

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

Our products and technologies are also used in water treatment, pollution control, energy conservation, refining, primary metals manufacturing, papermaking, mining and other industrial processes.

​

including water savings, energy savings and operating efficiency.

As a part of our 2030 impact goals, we have committed to the following:

| | ● | Committing to the UN Sustainable Development Goal 5: Gender Equality for Women and Girls |

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

| | ● | Maintaining Ecolab’s pay equity in the U.S. and expanding globally |

| | ● | Increasing management level gender diversity to 35% with the ultimate goal of gender parity |

| | ● | Increasing management level ethnic/racial diversity to 25% as we seek to meet full representation of the U.S. workforce at all levels |

We have no unusual working capital requirements.

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.

In addition, the EPA likely will be more aggressively using the existing TSCA tools to manage chemicals of concern.

| | | | | | | |

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

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Douglas M. Baker, Jr. | ​ | 63 | ​ | Executive Chairman of the Board | ​ | Jan. 2021 – Present |

| | ​ | | ​ | Chairman of the Board and Chief Executive Officer | ​ | Jan. 2017 – Dec. 2020 |

| ​ | ​ | ​ | ​ | Executive Vice President and President – Global Water & Process Services | ​ | Jan. 2017 – May 2017 |

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

| ​ | ​ | ​ | ​ | Executive Vice President, Global Downstream & WellChem | ​ | Apr. 2017 – Dec. 2017 |

| ​ | ​ | ​ | ​ | Executive Vice President and President – Europe | ​ | Jan. 2017 – Mar. 2017 |

| ​ | ​ | ​ | ​ | Vice President and General Manager – Textile Care, Europe | ​ | Jan. 2017 – June 2017 |

| ​ | ​ | ​ | ​ | Executive Vice President, General Counsel and Assistant Secretary | ​ | Mar. 2017 – Sep. 2017 |

| ​ | ​ | ​ | ​ | Chief Compliance Officer, Deputy General Counsel and Assistant Secretary | ​ | Jan. 2017 – Feb. 2017 |

| Timothy P. Mulhere | ​ | 59 | ​ | Executive Vice President and President – Global Institutional & Specialty Services | ​ | Jan. 2020 – Present |

| ​ | ​ | ​ | ​ | Executive Vice President and President – Regions | ​ | Jan. 2017 – June 2018 |

| For the fiscal year ended December 31, [removed: 2021] [added: 2022] | |

Aggregate market value of voting and non-voting common equity held by non-affiliates of registrant on June 30, [removed: 2021,] [added: 2022,] the last business day of the Registrant’s most recently completed second fiscal quarter: [removed: $58,664,362,024] [added: $43,775,885,223] (see Item 12, under Part III hereof), based on a closing price of registrant’s Common Stock of [removed: $205.97] [added: $153.76] per share.

The number of shares of registrant’s Common Stock, par value $1.00 per share, outstanding as of January 31, [removed: 2022: 286,751,531] [added: 2023: 284,462,087] shares.

Portions of the registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held May [removed: 5, 2022,] [added: 4, 2023,] and to be filed within 120 days after the registrant’s fiscal year ended December 31, [removed: 2021] [added: 2022] (hereinafter referred to as “Proxy Statement”), are incorporated by reference into Part III.

For the Year Ended December 31, [removed: 2021][added: 2022]

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

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

| ​ | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.](#Item9Changes_36116) | [removed: 103] [added: 102] |

| ​ | [Item 9A. Controls and Procedures.](#Item9AControls_983338) | [removed: 103] [added: 102] |

| ​ | [Item 9B. Other Information](#Item9BOtherInformation). | [removed: 103] [added: 102] |

| ​ | [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.](#Item9CDisclosureRegardingForeignJurisdic) | [removed: 103] [added: 102] |

| ​ | [Item 10. Directors, Executive Officers and Corporate Governance.](#Item10Directors_332886) | [removed: 104] [added: 103] |

| ​ | [Item 11. Executive Compensation.](#Item11Executive_6722) | [removed: 104] [added: 103] |

| ​ | [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.](#Item12Security_61479) | [removed: 105] [added: 103] |

| ​ | [Item 13. Certain Relationships and Related Transactions, and Director Independence.](#Item13Certain_780095) | [removed: 105] [added: 103] |

| ​ | [Item 14. Principal Accounting Fees and Services.](#Item14Principal_569622) | [removed: 105] [added: 103] |

| ​ | [Item 15. Exhibit and Financial Statement Schedules.](#Item15Exhibits_78834) | [removed: 106] [added: 104] |

| ​ | [Item 16. Form 10-K Summary.](#Item16Form10KSummary) | [removed: 112] [added: 110] |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

We also own a [removed: 90-acre] [added: 115-acre] campus in Eagan, Minnesota that houses a significant research and development center, a data center and training facilities as well as several of our administrative functions.

| King of Prussia, PA | ​ | 74,000 | ​ | Global Healthcare & Life Sciences | ​ | Owned |

On January 31, [removed: 2022,] [added: 2023,] we had [removed: 5,185] [added: 5,031] holders of record of our Common Stock.

| (1) | Includes [removed: 6,679] [added: 5,085] 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. |

| (3) | As announced on February 24, 2015, our Board of Directors authorized the repurchase of up to 20,000,000 [added: common] shares. [added: As announced on November 3, 2022, our Board of Directors authorized the repurchase of up to an additional 10,000,000 shares.] Subject to market conditions, we expect to repurchase all shares under these authorizations, for which no expiration date has been established, in open market or privately negotiated transactions, including pursuant to Rule 10b5-1 and accelerated share repurchase program. |

| October 1-31, 2022 | | 1,362 | ​ | ​ | $157.0872 | ​ | \- | | 3,404,297 | ​ |

| November 1-30, 2022 | | 487,200 | ​ | ​ | 147.8301 | ​ | 487,200 | | 12,917,097 | ​ |

| December 1-31, 2022 | | 3,723 | ​ | ​ | 149.8621 | ​ | \- | | 12,917,097 | ​ |

| Total | | 492,285 | ​ | ​ | $147.8711 | | 487,200 | | 12,917,097 | ​ |

| 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 | ​ |

Based on the evaluation under the framework in _Internal Control — Integrated Framework_, management concluded that internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

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: 2021] [added: 2022] as stated in their report which is included herein.

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

We have audited the accompanying consolidated balance sheets of Ecolab Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of income, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in _Internal Control - Integrated 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] 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: 2021,] [added: 2022,] based on criteria established in _Internal Control - Integrated Framework_ (2013) issued by the COSO.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] 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: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

As described in Note 2 to the consolidated financial statements, the carrying value of goodwill was [removed: $8.1] [added: $8.0] billion as of December 31, [removed: 2021,] [added: 2022,] a portion of which is allocated to the Downstream reporting unit.

[removed: The] [added: During the second quarter of 2022, management completed its annual] goodwill impairment assessment [removed: was completed] [added: for eleven of its twelve reporting units] using discounted cash flow analyses that incorporated assumptions, including future [removed: operating performance, long-term] growth [added: rates, terminal values] and discount rates.

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

[removed: As described in Note 4 to the consolidated financial statements, on] [added: On] December 1, 2021, the Company acquired Purolite for total consideration of [removed: $3,698] [added: $3,706] million in cash, net of cash acquired.

The fair values of [removed: the customer relationships] intangible assets acquired were estimated using discounted cash flow [removed: analyses.][added: analyses appropriate in the circumstances for the nature of the assets being valued.]

Significant inputs and assumptions used in the [added: Company’s] 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.

| (millions, except per share amounts) | ​ | [removed: 2021] [added: 2022] | | | ​ | [removed: 2020] [added: 2021] | | ​ | [removed: 2019] [added: 2020] | |

| Product and equipment sales | ​ | ​ | [removed: $10,153.3] [added: $11,446.2] | ​ | ​ | ​ | [removed: $9,466.6] [added: $10,153.3] | ​ | ​ | [removed: $10,129.0] [added: $9,466.6] |

| Service and lease sales | ​ | ​ | [removed: 2,579.8] [added: 2,741.6] | ​ | ​ | ​ | [removed: 2,323.6] [added: 2,579.8] | ​ | ​ | [removed: 2,433.0] [added: 2,323.6] |

| Net sales | ​ | ​ | [removed: 12,733.1] [added: 14,187.8] | ​ | ​ | ​ | [removed: 11,790.2] [added: 12,733.1] | ​ | ​ | [removed: 12,562.0] [added: 11,790.2] |

| Product and equipment cost of sales | ​ | ​ | [removed: 6,100.9] [added: 7,212.8] | ​ | ​ | ​ | [removed: 5,481.3] [added: 6,100.9] | ​ | ​ | [removed: 5,617.5] [added: 5,481.3] |

| Service and lease cost of sales | ​ | ​ | [removed: 1,514.9] [added: 1,618.2] | ​ | ​ | ​ | [removed: 1,424.5] [added: 1,514.9] | ​ | ​ | [removed: 1,428.3] [added: 1,424.5] |

| Cost of sales (including special [added: (gains) and] charges (a)) | ​ | ​ | [removed: 7,615.8] [added: 8,831.0] | ​ | ​ | ​ | [removed: 6,905.8] [added: 7,615.8] | ​ | ​ | [removed: 7,045.8] [added: 6,905.8] |

| Selling, general and administrative expenses | ​ | ​ | [removed: 3,416.1] [added: 3,653.8] | ​ | ​ | | [removed: 3,309.1] [added: 3,416.1] | ​ | | [removed: 3,550.8] [added: 3,309.1] |

| Special (gains) and charges | ​ | ​ | [removed: 102.6] [added: 140.5] | ​ | ​ | | [removed: 179.6] [added: 102.6] | ​ | | [removed: 120.2] [added: 179.6] |

| Operating income | ​ | ​ | [removed: 1,598.6] [added: 1,562.5] | ​ | ​ | | [removed: 1,395.7] [added: 1,598.6] | ​ | | [removed: 1,845.2] [added: 1,395.7] |

| Other (income) expense (b) | ​ | ​ | [removed: (33.9)] [added: (24.5)] | ​ | ​ | ​ | [removed: (55.9)] [added: (33.9)] | ​ | ​ | [removed: (77.0)] [added: (55.9)] |

| Interest expense, net (c) | ​ | ​ | [removed: 218.3] [added: 243.6] | ​ | ​ | ​ | [removed: 290.2] [added: 218.3] | ​ | ​ | [removed: 190.7] [added: 290.2] |

| Income before income taxes | ​ | ​ | [removed: 1,414.2] [added: 1,343.4] | ​ | ​ | | [removed: 1,161.4] [added: 1,414.2] | ​ | | [removed: 1,731.5] [added: 1,161.4] |

| Provision for income taxes | ​ | ​ | [removed: 270.2] [added: 234.5] | ​ | ​ | | [removed: 176.6] [added: 270.2] | ​ | | [removed: 288.6] [added: 176.6] |

| Net income from continuing operations, including noncontrolling interest | ​ | ​ | [removed: 1,144.0] [added: 1,108.9] | ​ | ​ | ​ | [removed: 984.8] [added: 1,144.0] | ​ | ​ | [removed: 1,442.9] [added: 984.8] |

| Net income from continuing operations attributable to noncontrolling interest | ​ | ​ | [removed: 14.1] [added: 17.2] | ​ | ​ | ​ | [removed: 17.4] [added: 14.1] | ​ | ​ | [removed: 17.3] [added: 17.4] |

| Net income from continuing operations attributable to Ecolab | ​ | ​ | [removed: 1,129.9] [added: 1,091.7] | ​ | ​ | | [removed: 967.4] [added: 1,129.9] | ​ | | [removed: 1,425.6] [added: 967.4] |

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

| Net income (loss) attributable to Ecolab | ​ | ​ | [removed: $1,129.9] [added: $1,091.7] | ​ | ​ | ​ | [removed: ($1,205.1)] [added: $1,129.9] | ​ | ​ | [removed: $1,558.9] [added: ($1,205.1)] |

| Discontinued operations | ​ | ​ | [removed: $ -] [added: $-] | ​ | ​ | ​ | [removed: ($ 7.57)] [added: $-] | ​ | ​ | [removed: $ 0.46] [added: ($7.57)] |

| Discontinued operations | ​ | ​ | [removed: $ -] [added: $-] | ​ | ​ | ​ | [removed: ($ 7.48)] [added: $-] | ​ | ​ | [removed: $ 0.46] [added: ($7.48)] |

| Basic | ​ | ​ | [removed: 286.3] [added: 285.2] | ​ | ​ | | [removed: 287.0] [added: 286.3] | ​ | | [removed: 288.1] [added: 287.0] |

| Diluted | ​ | ​ | [removed: 289.1] [added: 286.6] | ​ | ​ | | [removed: 290.3] [added: 289.1] | ​ | | [removed: 292.5] [added: 290.3] |

| (a) | Cost of sales includes special [added: (gains) and] charges of [added: $65.0 in 2022,] $91.9 in 2021, [added: and] $39.3 in 2020, [removed: and $38.5 in 2019,] which is [removed: included] [added: recorded] in product and equipment cost of sales. Cost of sales includes special [added: (gains) and] charges of [added: $4.9 in 2022,] $2.0 in 2021 and $8.9 in 2020, which is [removed: included] [added: recorded] in service and lease cost of sales. |

| (b) | Other (income) expense includes special charges of [removed: $37.2] [added: $50.6] in [removed: 2021, $0.4] [added: 2022, $37.2] in [removed: 2020] [added: 2021] and [removed: $9.5] [added: $0.4] in [removed: 2019.] [added: 2020.] |

|  |  |

The annual goodwill impairment assessment of the Purolite reporting unit was qualitative in nature and considered information regarding its operations, financial performance and the macroeconomic environment.

| Continuing operations | ​ | ​ | $3.83 | ​ | ​ | ​ | $3.95 | ​ | ​ | $3.37 |

| Earnings attributable to Ecolab | ​ | ​ | $3.83 | ​ | ​ | ​ | $3.95 | ​ | ​ | ($4.20) |

| Continuing operations | ​ | ​ | $3.81 | ​ | ​ | ​ | $3.91 | ​ | ​ | $3.33 |

| Earnings attributable to Ecolab | ​ | ​ | $3.81 | ​ | ​ | ​ | $3.91 | ​ | ​ | ($4.15) |

| Hedge settlements | ​ | ​ | 172.0 | ​ | ​ | ​ | 25.9 | ​ | ​ | (8.4) | ​ |

| Other, net | ​ | ​ | (7.1) | ​ | ​ | ​ | (14.5) | ​ | ​ | (9.6) | ​ |

| Net income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 1,091.7 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 1,091.7 | ​ | ​ | 17.2 | ​ | ​ | 1,108.9 |

| Other comprehensive income (loss) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (91.8) | ​ | ​ | ​ | ​ | | (91.8) | ​ | | (4.2) | ​ | | (96.0) |

| Cash dividends declared (b) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (587.4) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | (587.4) | ​ | | (20.0) | ​ | | (607.4) |

| Fair value adjustment of prior acquisition | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | \- | ​ | ​ | 0.6 | ​ | ​ | 0.6 |

| Stock options and awards | | | 0.6 | ​ | ​ | 115.6 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 1.4 | ​ | | 117.6 | ​ | ​ | ​ | ​ | | 117.6 |

| Balance, December 31, 2022 | ​ | ​ | $364.7 | ​ | ​ | $6,580.2 | ​ | ​ | $9,318.8 | ​ | ​ | ($1,726.6) | ​ | ​ | ($7,301.0) | ​ | ​ | $7,236.1 | ​ | ​ | $22.5 | ​ | ​ | $7,258.6 |

Following the acquisition of Purolite in December 2021, the Company’s Life Sciences Operating Segment consists of the Purolite and Global Life Sciences Reporting Units.

Given the recent acquisition of Purolite, the Company’s annual goodwill impairment assessment of the Purolite Reporting Unit was qualitative in nature and considered information regarding its operations, financial performance and the macroeconomic environment.

After weighting both positive and negative information, it is more likely than not that the fair value of the Purolite Reporting Unit exceeds its carrying amount.

No events were noted during the second half of 2022 that required completion of an interim goodwill impairment assessment for any of our twelve reporting units.

| Effect of foreign currency translation | ​ | ​ | (188.7) | ​ | ​ | (8.9) | ​ | ​ | (102.2) | ​ | ​ | (5.2) | ​ | ​ | (305.0) | ​ | ​ |

| December 31, 2022 | ​ | ​ | $4,081.8 | ​ | ​ | $567.6 | ​ | ​ | $3,125.4 | ​ | ​ | $237.9 | ​ | ​ | $8,012.7 | ​ | ​ |

No events were noted during the second half of 2022 that required completion of an interim impairment assessment of our Nalco trade name.

| 2023 | | 299 | ​ |

| 2027 | | 146 | ​ |

The CHIPS Act (CHIPS) was signed into U.S. law on August 9, 2022.

CHIPS includes incentives for domestic semiconductor manufacturing for expenditures incurred after December 31, 2022.

The Company continues to assess qualification for the new tax incentives but does not anticipate CHIPS to have a material impact on the Company’s financial statements.

The Inflation Reduction Act (IRA) includes a corporate alternative minimum tax on certain large corporations, incentives to address climate change mitigation and other non-income tax provisions, including an excise tax on the repurchase of corporate stock.

The IRA is effective January 1, 2023.

The Company continues to assess the impact of the IRA and qualification for new tax incentives but does not anticipate the IRA to have a material impact on the Company’s financial statements.

| Continuing operations | ​ | ​ | $3.83 | ​ | ​ | ​ | $3.95 | ​ | ​ | ​ | $3.37 |

| Continuing operations | ​ | ​ | $3.81 | ​ | ​ | ​ | $3.91 | ​ | ​ | ​ | $3.33 |

| Russia/Ukraine | ​ | ​ | 7.2 | ​ | ​ | ​ | \- | ​ | ​ | ​ | \- | ​ |

| Russia/Ukraine | ​ | ​ | 5.9 | ​ | ​ | ​ | \- | ​ | ​ | ​ | \- | ​ |

_Europe Program_

In November 2022 the Company approved a Europe cost savings program (the “Europe Program”).

In connection with these actions, the Company expects to incur pre-tax charges of $130 million ($110 million after tax).

The Europe Program charges are expected to be primarily cash expenditures related to severance and asset disposals.

In 2022 the Company recorded total restructuring charges of $67.2 million ($56.0 million after tax) primarily related to severance.

The liability related to the Europe Program was $62.0 million as of December 31, 2022 and is expected to be paid over a period of a few months to several quarters and will continue to be funded from operating activities.

Restructuring activity related to the Europe Program since inception of the underlying actions includes the following:

​

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.

| --- | --- |

|  |  |

_Change in Accounting Principle_

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.

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.

During the second quarter of 2021, management completed its annual goodwill impairment assessment for each of its eleven reporting units.

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

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

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 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.

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

| Continuing operations | ​ | ​ | $ 3.95 | ​ | ​ | ​ | $ 3.37 | ​ | ​ | $ 4.95 |

| Earnings attributable to Ecolab | ​ | ​ | $ 3.95 | ​ | ​ | ​ | ($ 4.20) | ​ | ​ | $ 5.41 |

| Continuing operations | ​ | ​ | $ 3.91 | ​ | ​ | ​ | $ 3.33 | ​ | ​ | $ 4.87 |

| Earnings attributable to Ecolab | ​ | ​ | $ 3.91 | ​ | ​ | ​ | ($ 4.15) | ​ | ​ | $ 5.33 |

| Pension and postretirement prior period service benefits | ​ | ​ | ​ | 1.9 | ​ | ​ | ​ | 5.1 | ​ | ​ | (0.3) | ​ |

| Other, net | ​ | ​ | 11.4 | ​ | ​ | ​ | (18.0) | ​ | ​ | 25.8 | ​ |

Presentation of 2019 cash flow has been conformed to the current year presentation.

There was no change to cash provided by or (used for) operating activities, investing activities or financial activities.

| Balance, December 31, 2018 | ​ | ​ | $357.0 | ​ | | $5,633.2 | ​ | | $8,909.5 | ​ | | ($1,761.7) | ​ | | ($5,134.8) | ​ | | $8,003.2 | ​ | | $50.4 | ​ | | $8,053.6 |

| Net income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 1,558.9 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | 1,558.9 | ​ | | 17.3 | ​ | | 1,576.2 |

| Comprehensive income (loss) activity | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (266.8) | ​ | ​ | ​ | ​ | | (266.8) | ​ | | (1.9) | ​ | | (268.7) |

| Cash dividends declared (b) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (533.1) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | (533.1) | ​ | | (25.1) | ​ | | (558.2) |

| Changes in noncontrolling interests | ​ | ​ | ​ | ​ | ​ | 0.2 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 0.2 | ​ | ​ | (0.2) | ​ | ​ | 0.0 |

| Stock options and awards | ​ | | 2.6 | ​ | ​ | 273.7 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 3.1 | ​ | | 279.4 | ​ | ​ | ​ | ​ | | 279.4 |

| | (a) | In 2019, upon adoption of ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, the Company reclassified stranded tax effects resulting from the Tax Cut and Jobs Act from accumulated other comprehensive income to retained earnings. Also, upon adoption of ASU 2016-02, Leases (Topic 842), the Company has established right-of-use assets and lease liabilities for operating leases and the cumulative effect of applying the standard is recognized in retained earnings at the beginning of the period adopted. |

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

Refer to Note 2 for additional information regarding adoption of new accounting standards.

Subsequent to the separation of ChampionX, effective the third quarter of 2020, the Company no longer reports the Upstream Energy segment, which previously held the ChampionX business.

As of December 31, [removed: 2021,] [added: 2022,] we carried out an evaluation, under the supervision and with the participation of our management, including our [removed: President] [added: Chairman] 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).

Based upon that evaluation, our [removed: President] [added: Chairman] and Chief Executive Officer and our Chief Financial Officer concluded [removed: that] [added: that, as of December 31, 2022,] our disclosure controls and procedures [removed: are] [added: were] effective.

Refer to page [removed: 49] [added: 50] of this Annual Report for “Management’s Report on Internal Control Over Financial Reporting.”

Refer to page [removed: 50] [added: 51] of this Annual Report for the “Report of Independent Registered Public Accounting Firm.”

During the period October 1 - December 31, [removed: 2021, other than the Purolite acquisition,] [added: 2022] 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.

Information about [removed: compliance with Section 16(a) of the Securities Exchange Act] [added: our Code] of [removed: 1934, as amended,] [added: Conduct] is incorporated by reference from the discussion under the heading [removed: “Delinquent Section 16(a) Reports”] [added: “Corporate Governance”] located in the Proxy Statement.

Information about our Code of Conduct is incorporated by reference from the discussion under the heading “Corporate Governance Materials and Code of Conduct” located in the Proxy Statement.

| | ● | Director Compensation for [removed: 2021] [added: 2022] |

| | ● | Compensation [added: & Human Capital Management] Committee Interlocks and Insider Participation |

| | ● | Compensation [added: & Human Capital Management] Committee Report |

| | ● | Summary Compensation Table for [removed: 2021] [added: 2022] |

| | ● | Grants of Plan-Based Awards for [removed: 2021] [added: 2022] |

| | ● | Outstanding Equity Awards at Fiscal Year End for [removed: 2021] [added: 2022] |

| | ● | Option Exercises and Stock Vested for [removed: 2021] [added: 2022] |

| | ● | Pension Benefits for [removed: 2021] [added: 2022] |

| | ● | Non-Qualified Deferred Compensation for [removed: 2021] [added: 2022] |

A total of [removed: 1,267,288] [added: 286,521] 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: 2021] [added: 2022] which are actually issued and outstanding.

Information appearing under the heading entitled “Equity Compensation Plan Information” located in the Proxy Statement is incorporated herein by reference.

Equity Compensation Plan Information

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| ​ | | (a) | | ​ | ​ | | ​ | |

| ​ | ​ | Number of securities to be | ​ | (b) | | ​ | (c) | |

| ​ | ​ | issued upon exercise of | ​ | Weighted average exercise | | ​ | Number of securities remaining | |

| ​ | ​ | outstanding options, | ​ | price of outstanding options, | | ​ | available for future issuance under | |

| ​ | ​ | warrants | ​ | warrants | | ​ | equity compensation plans (excluding | |

| Plan Category | ​ | and rights | ​ | and rights | | ​ | securities reflected in column (a)) | |

| Equity compensation plans approved | | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

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

(1) Includes 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, 788,529 Common Stock equivalents under our 2010 Stock Incentive Plan representing performance-based restricted stock units payable to employees, and 232,274 Common Stock equivalents under our 2010 Stock Incentive Plan representing restricted stock units payable to employees.

All of the Common Stock equivalents described in this footnote (1) are not included in the calculation of weighted average exercise price of outstanding options, warrants and rights in column (b) of this table.

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

| ​ | (ii) | [Consolidated Statements of Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019.](#ConsolidatedStatementsofIncome)] [added: 2020.](#ConsolidatedStatementsofIncome)] | 53 |

| ​ | (iii) | [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019.](#ConsolidatedStatementsofComprehensiveInc)] [added: 2020.](#ConsolidatedStatementsofComprehensiveInc)] | 54 |

| ​ | (iv) | [Consolidated Balance Sheets at December 31, [removed: 2021] [added: 2022] and [removed: 2020.](#CONSOLIDATEDBALANCESHEET_843105)] [added: 2021.](#CONSOLIDATEDBALANCESHEET_843105)] | 55 |

| ​ | (v) | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019.](#ConsolidatedStatementsofCashFlows)] [added: 2020.](#ConsolidatedStatementsofCashFlows)] | 56 |

| ​ | (vi) | [Consolidated Statements of Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019.](#CONSOLIDATEDSTATEMENTOFEQUITY_341682)] [added: 2020.](#CONSOLIDATEDSTATEMENTOFEQUITY_341682)] | 57 |

| [removed: (4.2)] [added: (4.29)] | ​ | [removed: [Form] [added: [Description] of [removed: Common Stock Certificate effective October 2, 2017](http://www.sec.gov/Archives/edgar/data/31462/000155837017008023/ecl-20170930ex4145145a8.htm).] [added: Securities.](https://www.sec.gov/Archives/edgar/data/31462/000155837020001788/ex-4d20.htm)] | | | ​ | Incorporated by reference to Exhibit [removed: (4.1)] [added: (4.20)] of our Form [removed: 10-Q Quarterly] [added: 10-K Annual] Report for the [removed: quarter] [added: year] ended [removed: September 30, 2017.] [added: December 31, 2019.] (File No. 001-9328) |

| [removed: (4.3)] [added: (4.2)] | ​ | [Amended and Restated Indenture, dated January 9, 2001, between Ecolab Inc. and The Bank of New York Mellon Trust Company, N.A. (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) |

| [removed: (4.4)] [added: (4.3)] | ​ | [Second Supplemental Indenture, dated December 8, 2011, between Ecolab Inc., Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as Trustee and The Bank of New York Mellon Trust Company, N.A. (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 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) |

| [removed: (4.5)] [added: (4.4)] | ​ | Form of 5.500% Notes due 2041. | | | ​ | Included in Exhibit [removed: (4.4)] [added: (4.3)] above. |

| [removed: (4.6)] [added: (4.5)] | ​ | [Indenture, dated January 12, 2015, between Ecolab Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National 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) |

| [removed: (4.7)] [added: (4.6)] | ​ | [Second Supplemental Indenture, dated July 8, 2015, by and among Ecolab Inc., Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National 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) |

| [removed: (4.8)] [added: (4.7)] | ​ | Form of 2.625% Euro Notes due 2025. | | | ​ | Included in Exhibit [removed: (4.7)] [added: (4.6)] above. |

| [removed: (4.9)] [added: (4.8)] | ​ | [Fourth Supplemental Indenture, dated October 18, 2016, between Ecolab Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as 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 October 13, 2016. (File No. 001-9328) |

| [removed: (4.10)] [added: (4.9)] | ​ | Forms of 2.700% Notes due 2026 and 3.700% Notes due 2046. | | | ​ | Included in Exhibit [removed: (4.9)] [added: (4.8)] above. |

| [removed: (4.11)] [added: (4.10)] | ​ | [Fifth Supplemental Indenture, dated December 8, 2016, by and among Ecolab Inc., Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National 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: (4.12)] [added: (4.11)] | ​ | Form of 1.000% Euro Notes due 2024. | | | ​ | Included in Exhibit [removed: (4.11)] [added: (4.10)] above. |

| [removed: (4.13)] [added: (4.12)] | ​ | [Seventh Supplemental Indenture, dated November 27, 2017, between Ecolab Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as 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 November 30, 2017. (File No. 001-9328) |

| [removed: (4.14)] [added: (4.13)] | ​ | Form of 3.250% Notes due 2027. | | | ​ | Included in Exhibit [removed: (4.13)] [added: (4.12)] above. |

| [removed: (4.15)] [added: (4.14)] | ​ | Form of 3.950% Notes due 2047. | | | ​ | Included in Exhibit [removed: (4.13)] [added: (4.12)] above. |

| [removed: (4.16)] [added: (4.15)] | ​ | [Eighth Supplemental Indenture, dated March 24, 2020, between Ecolab Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as Trustee.](https://www.sec.gov/Archives/edgar/data/31462/000110465920037828/tm2012952d5_ex4-2.htm) | | | ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K filed on March 24, 2020. (File No. 001-9328) |

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

| [removed: (4.18)] [added: (4.17)] | ​ | [Ninth Supplemental Indenture, dated August 13, 2020, between Ecolab Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as 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 by Ecolab Inc. on August 13, 2020. (File No. 001-9328) |

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

| [removed: (4.20)] [added: (4.19)] | ​ | Form of 2.125% Notes due 2050. | | | ​ | Included in Exhibit [removed: (4.18)] [added: (4.17)] above. |

| [removed: (4.21)] [added: (4.20)] | ​ | [Tenth Supplemental Indenture, dated August 18, 2021, between Ecolab Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as Trustee.](https://www.sec.gov/Archives/edgar/data/0000031462/000155837021011959/ecl-20210809xex4d2.htm) | | | ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K filed on August 19, 2021. (File No. 001-9328) |

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

| [removed: (4.23)] [added: (4.22)] | ​ | [Eleventh Supplemental Indenture, dated December 15, 2021, between Ecolab Inc. and Computershare Trust Company, N.A., as 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 December 15, 2021. (File No. 001-9328) |

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

| [removed: (4.25)] [added: (4.24)] | ​ | Form of 1.650% Notes due 2027. | | | ​ | Included in Exhibit [removed: (4.23)] [added: (4.22)] above. |

| [removed: (4.26)] [added: (4.25)] | ​ | Form of 2.125% Notes due 2032. | | | ​ | Included in Exhibit [removed: (4.23)] [added: (4.22)] above. |

| [removed: (4.27)] [added: (4.26)] | ​ | Form of 2.700% Notes due 2051. | | | ​ | Included in Exhibit [removed: (4.23)] [added: (4.22)] above. |

| [removed: (4.28) |] ​ | [removed: [Description of Securities.](https://www.sec.gov/Archives/edgar/data/31462/000155837020001788/ex-4d20.htm)] [added: †] | [added: (vi)] | [added: [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)] | [added: |] ​ | Incorporated by reference to Exhibit [removed: (4.20)] [added: (10.15)(ix)] of our Form 10-K Annual Report for the year ended December 31, 2019. (File No. 001-9328) |

| (10.7) | † | (i) | [Ecolab Supplemental Executive Retirement Plan, as amended and restated, effective as of January 1, 2022.](https://www.sec.gov/Archives/edgar/data/31462/000155837022002059/ecl-20211231xex10d7.htm) | | ​ | [removed: Filed herewith electronically.] [added: Incorporated by reference to Exhibit (10.7)(i) of our Form 10-K Annual Report for the year ended December 31, 2021. (File No. 001 9328).] |

| (10.8) | † | (i) | [Ecolab Mirror Savings Plan, as amended and restated, effective as of January 1, 2022.](https://www.sec.gov/Archives/edgar/data/31462/000155837022002059/ecl-20211231xex10d8.htm) | | ​ | [removed: Filed herewith electronically.] [added: Incorporated by reference to Exhibit (10.8)(i) of our Form 10-K Annual Report for the year ended December 31, 2021. (File No. 001 9328).] |

| (10.9) | † | (i) | [Ecolab Mirror Pension Plan, as amended and restated, effective as of January 1, 2022.](https://www.sec.gov/Archives/edgar/data/31462/000155837022002059/ecl-20211231xex10d9.htm) | | ​ | [removed: Filed herewith electronically.] [added: Incorporated by reference to Exhibit (10.9)(i) of our Form 10-K Annual Report for the year ended December 31, 2021. (File No. 001 9328).] |

| (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) | | ​ | [removed: Filed herewith electronically.] [added: Incorporated by reference to Exhibit (10.10)(i) of our Form 10-K Annual Report for the year ended December 31, 2021. (File No. 001 9328).] |

| ​ | † | [removed: (vi)] [added: (viii)] | [Sample form of Performance-Based Restricted Stock Unit Award Agreement under the Ecolab Inc. 2010 Stock Incentive Plan, adopted December [removed: 4, 2018.](http://www.sec.gov/Archives/edgar/data/31462/000155837019001379/ecl-20181231ex1015viiie.htm)] [added: 1, 2021.](https://www.sec.gov/Archives/edgar/data/31462/000155837022002059/ecl-20211231xex10d13ix.htm)] | | ​ | Incorporated by reference to Exhibit [removed: (10.15)(viii)] [added: (10.13)(ix)] of our Form 10-K Annual Report for the year ended December 31, [removed: 2018.] [added: 2021.] (File No. [removed: 001-9328)] [added: 001 9328).] |

| ​ | † | (vii) | [Sample form of Performance-Based Restricted Stock Unit Award Agreement under the Ecolab Inc. 2010 Stock Incentive Plan, adopted December 3, [removed: 2019.](https://www.sec.gov/Archives/edgar/data/31462/000155837020001788/ex-10d15ix.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/0000031462/000155837021001916/ecl-20201231xex10d13ix.htm)] | | ​ | Incorporated by reference to Exhibit [removed: (10.15)(ix)] [added: (10.13)(ix)] of our Form 10-K Annual Report for the year ended December 31, [removed: 2019.] [added: 2020.] (File No. 001-9328) |

| (21.1) | ​ | [List of [removed: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/31462/000155837022002059/ecl-20211231xex21d1.htm)] [added: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/31462/000155837023001969/ecl-20221231xex21d1.htm)] | | | ​ | Filed herewith electronically. |

| (4.27) | ​ | [Twelfth Supplemental Indenture, dated as of November 17, 2022, between Ecolab Inc. and Computershare Trust Company, N.A., as Trustee.](https://www.sec.gov/Archives/edgar/data/31462/000155837022018040/ecl-20221117xex4d2.htm) | | | ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K filed by Ecolab Inc. on November 17, 2022. (File No. 001 9328) |

| ​ | ​ | ​ | | | ​ | ​ |

| (4.28) | ​ | Form of 5.250% Notes due 2028. | | | ​ | Included in Exhibit (4.27) above. |

| ​ | ​ | ​ | | | ​ | ​ |

| (10.16) | † | [Employment Transition Severance Agreement, dated November 16, 2022 between Ecolab Inc. and Timothy Mulhere.](https://www.sec.gov/Archives/edgar/data/31462/000155837023001969/ecl-20221231xex10d16.htm) | | | ​ | Filed herewith electronically. |

| ​ | ​ | ​ | | | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | † | (viii) | [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/0000031462/000155837021001916/ecl-20201231xex10d13ix.htm) | | ​ | Incorporated by reference to Exhibit (10.13)(ix) of our Form 10-K Annual Report for the year ended December 31, 2020. (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 1, 2021.](https://www.sec.gov/Archives/edgar/data/31462/000155837022002059/ecl-20211231xex10d13ix.htm) | | ​ | Filed herewith electronically. |

| (10.16) | † | [Employee Matters Agreement, dated December 18, 2019, by and among Ecolab, Inc., ChampionX Holding Inc. and Apergy Corporation.](http://www.sec.gov/Archives/edgar/data/31462/000110465919075311/tm1926593d16_ex10-1.htm) | | | ​ | Incorporated by reference to Exhibit (10.1) of our Form 8-K, dated December 18, 2019. (File No. 001-9328) |

| (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) |

| (10.18) | † | [Sign On Bonus Agreement of Machiel Duijser dated January 9, 2020.](https://www.sec.gov/Archives/edgar/data/0000031462/000155837021006198/ecl-20210331xex10d1ii.htm) | | | ​ | Incorporated by reference to Exhibit (10.1(ii) 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) |

| (14.1) | ​ | [Ecolab Code of Conduct, as amended November 26, 2012.](http://www.sec.gov/Archives/edgar/data/31462/000110465913014387/a12-28463_1ex14d1.htm) | | | ​ | Incorporated by reference to Exhibit (14.1) of our Form 10-K Annual Report for the year ended December 31, 2012. (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: 25th] [added: 24th] day of February, [removed: 2022.][added: 2023.]

| ​ | ​ | [removed: President] [added: Chairman] and Chief Executive Officer |

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: 25th] [added: 24th] day of February, [removed: 2022.][added: 2023.]

| /s/ Christophe Beck | ​ | [removed: President] [added: Chairman] and Chief Executive Officer |

| [removed: Douglas M. Baker Jr.,] Shari L. Ballard, Barbara J. Beck, Jeffrey M. Ettinger, [added: Eric M. Green,] Arthur J. Higgins, Michael Larson, David W. MacLennan, Tracy B. McKibben, Lionel L. Nowell, III, Victoria J. Reich, Suzanne M. Vautrinot and John J. Zillmer | ​ | ​ |

| /s/ Lanesha T. Minnix | ​ | Directors |

| Lanesha T. Minnix | ​ | ​ |

| /s/ Michael C. McCormick | ​ | Directors |

| Michael C. McCormick | ​ | ​ |