Ecolab (ECL) 10-K risk factor changes: FY2023 vs FY2022

[removed: Some of] [added: Previously,] the [removed: results of these events, including] [added: COVID pandemic, geopolitical instability and other global events have resulted in] supply chain challenges, inflation, high interest rates, foreign currency exchange volatility, and volatility in global capital markets, [added: which] have affected our business [removed: in the past] and could [removed: continue to] have a material adverse impact on our business in the future.

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

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: customers.][added: customers, and we may find it difficult to restore margins by maintaining pricing due to easing inflation from slowing economic growth.]

[removed: In particular, we expect a more challenging macroeconomic environment, especially in Europe, as] [added: Recently,] the war and [removed: the] energy crisis [removed: are having] [added: in Europe have resulted in] a [removed: significant impact on] [added: more challenging macroeconomic environment with significantly impacted] costs and demand.

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

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

We conduct business in more than 170 countries and, in [removed: 2022,] [added: 2023,] approximately 47% of our net sales originated outside the United States.

| | ● | unsettled political conditions, military action, civil unrest, acts of terrorism, force majeure, war or other armed [removed: conflict;] [added: conflict, including the Russian invasion of Ukraine, the Israel-Hamas conflict] and [added: other hostilities in the Middle East; and] |

[removed: In light of] [added: Following] Russia’s invasion of Ukraine and the United States’ and other countries’ sanctions against Russia, we [removed: announced in April 2022 that we will focus] [added: have limited] our Russian business [removed: on] [added: to] operations that are essential to life, providing minimal support for our healthcare, life sciences, food and beverage and certain water [removed: businesses.][added: businesses, and we may further narrow our presence in Russia depending on developments in the conflict or otherwise.]

[removed: The] [added: While our operations in] Russia and [removed: Ukraine] [added: areas experiencing] conflict [added: are not material to our business and financial results, the escalation of these conflicts] may also heighten many other risks disclosed in our report on Form 10-K, any of which could [added: 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 [removed: our business strategy; terrorist activities; our exposure to foreign currency fluctuations; reputational risk; and constraints, volatility, or disruption in the capital markets.]

Our continued success will [removed: largely] depend on [removed: our ability to attract, retain and develop a high caliber of talent and on] the efforts and abilities of our executive officers and certain other key employees, particularly those with sales and sales management [removed: responsibilities] [added: responsibilities,] to drive business growth, development and profitability.

Our operations could be materially and adversely affected if for any reason we [removed: were] [added: are] unable to [removed: attract, retain or develop such officers or key employees and] successfully execute organizational change and management transitions at leadership levels.

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

If we are unsuccessful in integrating [removed: acquisitions, including Purolite,] [added: acquisitions] our business could be materially and adversely affected.

[removed: In December 2021] [added: There can be no assurance that] we [added: will find attractive acquisition candidates or succeed at effectively managing the integration of] acquired [added: businesses, including] Purolite, which operates in the highly regulated life sciences, pharma and biopharma industries and has extensive international operations which complicate integration execution.

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

If we are unsuccessful in executing on key business initiatives, [removed: including restructurings and] our [removed: Enterprise Resource Planning (“ERP”) system upgrades, our] business could be materially and adversely affected.

We continue to execute key business [removed: initiatives, including restructurings and investments to develop business systems,] [added: initiatives] as part of our ongoing efforts to improve our efficiency and returns.

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

Our business is subject to numerous laws and regulations relating to the environment, including evolving climate change standards, and to the manufacture, storage, distribution, sale and use of our products as well as to the conduct of our business generally, including [removed: employment and labor laws and anti-corruption laws.]

In particular, the U.S. Gulf Coast is a region with significant refining, petrochemicals and chemicals operations which provide us raw materials, as well as being an important customer base for our [removed: Downstream and] Water operating [removed: segments.][added: segment.]

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.” [removed: Achieving these goals and commitments will require evolving our business, capital investment and the development of technology that might not currently exist.]

We have not sought or obtained a ruling from the Internal Revenue Service [removed: (IRS)] [added: (“IRS”)] on the tax consequences of these transactions.

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

As of December 31, [removed: 2022,] [added: 2023,] we had approximately [removed: $8.6] [added: $8.2] billion in outstanding indebtedness, with approximately $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: 2022] [added: 2023] would increase future interest expense by approximately $15 million per year; and |

[added: As of December 31, 2023, we had goodwill of $8.1 billion which] is maintained in various reporting units, including goodwill from the Nalco and Purolite transactions.

If we determine that any of the assets or goodwill recorded in connection with the Nalco [removed: transaction] [added: and Purolite transactions] or any other prior or future acquisitions or joint venture transactions have become impaired, we will be required to record a loss resulting from the impairment.

Over the past year, global interest rates aimed at curbing inflation, as well as implications of geopolitical situations in Europe, the Middle East and China, have resulted in economic and demand uncertainty.

our business strategy; terrorist activities; our exposure to foreign currency fluctuations; reputational risk; and constraints, volatility, or disruption in the capital markets.

We may experience business disruption if we fail to execute organizational change and management transitions.

While we have continually matured our security program and capabilities and have had no material incidents to date, cyber threats continue to evolve and there can be no assurance that our efforts will prevent cybersecurity attacks or breaches in our systems or in the systems of strategic vendors, including cloud providers, that could cause reputational damage, business disruption or legal and regulatory costs; could result in third-party claims; could result in compromise or misappropriation of our intellectual property, trade secrets or sensitive information; or could otherwise materially adversely affect our business, including our business strategy, results of operations, or financial condition.

Severe public health outbreaks not limited to COVID-19 may adversely impact our business.

In particular, we are making supply chain investments to secure supply and add new capacity in our Life Sciences business.

We are also undertaking the Combined Program focused on optimizing the cost structure of our business in Europe and our Institutional and Healthcare businesses, which is discussed along with other restructuring activities under Note 3 of this Form 10-K.

employment and labor laws and anti-corruption laws.

Achieving these goals and commitments will require evolving our business, capital investment and the development of technology that might not currently exist.

In particular, the OECD is coordinating negotiations among more than 140 jurisdictions with the goal of achieving consensus on various substantial changes to the international tax framework, including a 15% global minimum taxation regime (“Pillar Two”).

Pillar Two takes effect in several jurisdictions in which we operate starting in 2024 and will increase the burden and costs of our tax compliance.

The company continues to monitor these legislative developments, but based on information available does not anticipate material impacts to the 2024 financial statements.

​

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

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.

materially and adversely affect our business and financial results.

We depend on key personnel to lead our business; the labor market is very dynamic.

As we continue to grow our business, make acquisitions, expand our geographic scope and offer new products and services, we need the organizational talent necessary to ensure effective succession for executive officer and key employee roles in order to meet the growth, development and profitability goals of our business.

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

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

While 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 or in the systems of strategic vendors that could cause reputational damage, business

disruption or legal and regulatory costs; could result in third-party claims; could result in compromise or misappropriation of our intellectual property, trade secrets or sensitive information; or could otherwise adversely affect our business.

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

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.

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

There can be no assurance that we will find attractive acquisition candidates or succeed at effectively managing the integration of acquired businesses into existing businesses.

In particular, we are undertaking the 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.

There can be no assurance that we will

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.

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

This framework, which could be implemented in some countries 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.

Some of the BEPS and related proposals, if enacted into law in the United States and in the foreign countries where we do business, could increase the burden and costs of our tax compliance, the amount of taxes we incur in those jurisdictions and our global effective tax rate.

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

[removed: Acquisition adjusted growth rates] [added: Our non-GAAP financial measures for organic sales, organic operating income and organic operating income margin are at fixed currency and] exclude the [added: impact of special (gains) and charges, the] results of our acquired businesses from the first twelve months post [removed: acquisition,] [added: acquisition and] the results of [removed: our] divested businesses from the twelve months prior to divestiture.

As part of the separation of [removed: the] ChampionX [removed: business,] [added: in 2020,] we [removed: also] entered into a Master Cross Supply and Product Transfer agreement with ChampionX to provide, receive or transfer certain products for a period [removed: up to] [added: of] 36 [removed: months.][added: months and for a small set of products with limited suppliers over the next few years.]

Our strong pricing [removed: increases] offset continued [removed: significant] delivered product cost [removed: increases on a dollar basis.][added: increases.]

Our team generated double-digit sales growth in [removed: the] Institutional & Specialty, [removed: Industrial] [added: high single digit sales growth in Industrial,] and Other segments while Healthcare [removed: &] [added: and] Life Sciences [removed: segment] [added: generated good] sales [removed: were stable.][added: growth.]

[removed: Operating] [added: Organic operating] income [removed: was stable,] [added: margins increased in 2022,] as [added: the positive impacts from] accelerating pricing [removed: was offset by] [added: overcame the negative impacts of] higher delivered product costs and investments in [removed: the] business.

Reported sales increased [removed: 11%] [added: 8%] to [removed: $14.2] [added: $15.3] billion in [removed: 2022] [added: 2023] from [removed: $12.7] [added: $14.2] billion in [removed: 2021.][added: 2022.]

When measured in fixed rates of foreign currency exchange, fixed currency sales increased [removed: 16%] [added: 8%] compared to the prior year.

[removed: Acquisition adjusted fixed currency] [added: Organic] sales increased [removed: 13%] [added: 9%] compared to the prior year.

Our reported gross margin was [removed: 37.8%] [added: 40.2%] of sales for [removed: 2022,] [added: 2023,] compared to our [removed: 2021] [added: 2022] reported gross margin of [removed: 40.2%.][added: 37.8%.]

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

Our gross profit increased as our strong pricing exceeded [removed: substantial] delivered product cost inflation.

Reported operating income [removed: remained stable at $1.6] [added: increased 28% to $2.0] billion in [removed: 2022,] [added: 2023,] compared to $1.6 billion in [removed: 2021.][added: 2022.]

[removed: Adjusted operating income, excluding] [added: Excluding] the [removed: impact] [added: impacts] of special (gains) and [removed: charges and] the 2021 [removed: impacts] [added: impact] of [removed: the] Purolite [removed: transaction,] [added: on operating income 2022 adjusted operating income] decreased 1% [removed: in 2022, as strong] [added: driven by accelerating] pricing [removed: offset substantial] [added: covering substantially higher] delivered product [removed: inflation and] [added: costs, which was offset by] investments in the business.

[added: |] Reported [added: GAAP] diluted EPS [removed: decreased 3% to] [added: | ​ | ​ | $4.79 | ​ | ​ | ​ |] $3.81 [removed: in 2022 compared to] [added: | ​ | ​ |] $3.91 [removed: in 2021.][added: | ​ | 26 | % | ​ | (3) | % |]

Special (gains) and charges in [removed: 2022] [added: 2023] were driven primarily by restructuring [removed: and pension settlement] expense and [removed: 2021] [added: 2022] was driven primarily by [removed: COVID-19 related charges,] restructuring [removed: charges] and pension settlement expense.

Adjusted diluted EPS, which [removed: exclude] [added: excludes] the impact of special (gains) and [removed: charges, the 2021 impacts of the Purolite transaction] [added: charges] and discrete tax items [removed: decreased 4%] [added: increased 16%] to [removed: $4.49] [added: $5.21] in [removed: 2022] [added: 2023] compared to [removed: $4.69] [added: $4.49] in [removed: 2021,] [added: 2022] as [removed: unfavorable] [added: our strong operating income performance was partially offset by] foreign currency translation and increases in interest [removed: expense further offset our operating income performance.][added: expense.]

Cash flow from [removed: continuing operations] operating activities was [removed: $1.8] [added: $2.4] billion in [removed: 2022] [added: 2023] compared to [removed: $2.1] [added: $1.8] billion in [removed: 2021.][added: 2022.]

Dividends declared per common share in [removed: 2022] [added: 2023] was [removed: $2.06] [added: $2.16] per share.

In December [removed: 2022] [added: 2023] we increased our quarterly cash dividend by [removed: 4%] [added: 8%] to [removed: $0.53] [added: $0.57] per share, representing our [removed: 31st] [added: 32nd] consecutive annual dividend rate increase.

We have paid cash dividends on our common shares for [removed: 86] [added: 87] consecutive years.

Our outstanding dividend history reflects our [removed: long term] [added: long-term] growth and development, strong cash flows, solid financial position and confidence in our business prospects for the years ahead.

For additional information on revenue recognition, refer to Note [removed: 18.][added: 17.]

For additional information on our commitments and contingencies, refer to Note [removed: 16.][added: 15.]

The measurement of our pension and postretirement benefit obligations are dependent on a variety of assumptions determined by management and used by our [removed: actuaries.][added: actuaries in their valuations and calculations.]

| ● | 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 bonds that have an average rating of AA when averaging available Moody’s Investor Services, Standard & Poor’s and Fitch ratings. The discount rates are calculated by matching each plans’ projected cash flows to the bond yield curve. For [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] we measured service and interest costs by applying the 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 [removed: 2022,] [added: 2023,] our weighted-average discount rate [removed: increased] [added: decreased] to [removed: 5.17%] [added: 4.95%] from [removed: 2.86%] [added: 5.17%] at year-end [removed: 2021.] [added: 2022.] In determining our U.S. postretirement health care obligation for [removed: 2022,] [added: 2023,] our weighted-average discount rate [removed: increased] [added: decreased] to [removed: 5.14%] [added: 4.95%] from [removed: 2.75%] [added: 5.14%] at year-end [removed: 2021.] [added: 2022.] |

| ● | 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 returns on U.S. plan assets used in determining the U.S. pension and U.S. postretirement health care expenses was [removed: 7.00%] [added: 7.75%] for [removed: 2022,] [added: 2023 and] 7.00% for [removed: 2021] [added: 2022] and [removed: 7.25% for 2020.] [added: 2021.] |

| ● | Projected salary 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: 2022, 2021] [added: 2023, 2022] and [removed: 2020.] [added: 2021.] |

| ● | For postretirement benefit measurement purposes as of December 31, [removed: 2022,] [added: 2023,] the annual rates of increase in the per capita cost of covered health care were assumed to be [removed: 6.75%] [added: 7.46%] for pre-65 costs. Post-65 costs are no longer used. The rates are assumed to decrease each year until they reach 4.5% in [removed: 2032] [added: 2034] and remain at those levels thereafter. |

| ● | [removed: The Company uses] [added: We use] 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. |

The unrecognized net losses on our U.S. qualified and non-qualified pension plans increased to [removed: $412] [added: $495] million as of December 31, [removed: 2022] [added: 2023] from [removed: $397] [added: $412] million as of December 31, [removed: 2021] [added: 2022] (both before tax), primarily due to 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: 2022,] [added: 2023,] on the December 31, [removed: 2022] [added: 2023] defined benefit obligation and [removed: 2023] [added: 2024] expense is shown below, assuming no changes in benefit levels.

| ​ | ​ | Assumption | ​ | Recorded | | | ​ | [removed: 2023] [added: 2024] | | |

| Discount rate | | \-.25 pts | [removed: ​] | ​ | [removed: $42.4] [added: $2.3] | ​ | [removed: ​] | ​ | [removed: $1.1] [added: $-] | ​ |

| Discount rate | | \-.25 pts | [added: ​] | ​ | [removed: $2.7] [added: $37.7] | ​ | [added: ​] | ​ | [removed: $-] [added: $2.9] | ​ |

Refer to Note [removed: 17] [added: 16] for further discussion concerning our accounting policies, estimates, funded status, contributions and overall financial positions of our pension and postretirement plan obligations.

Judgment is required to determine the annual effective income tax rate, deferred tax assets and liabilities, valuation allowances recorded against net deferred tax assets and [removed: uncertain] [added: unrecognized] tax [removed: positions.][added: benefits.]

Our annual effective income tax rate includes the impact of [removed: reserve provisions.][added: unrecognized tax benefits.]

We adjust these [removed: reserves] [added: liabilities for unrecognized tax benefits] in light of changing facts and circumstances.

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

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

Effective January 1, 2023, our former Downstream operating segment is now part of the Water operating segment.

This change did not have any impact on the Global Industrial reportable segment.

In 2023, we delivered high single digit sales growth as we continued strong pricing.

Operating income grew by strong double digits, as strong pricing and cost savings initiatives overcame investments in the business and higher supply chain costs.

Adjusted operating income, excluding the impact of special (gains) and charges increased 20% in 2023 as strong pricing overcame investments in the business including incentive compensation, unfavorable mix and higher supply chain costs.

Organic operating income increased 20% in 2023.

Reported diluted EPS increased 26% to $4.79 in 2023 compared to $3.81 in 2022.

| ​ | ​ | Assumption | ​ | Recorded | | | ​ | 2024 | | |

Unrecognized Tax Benefits

| Effect of acquisitions and divestitures | ​ | ​ | (113.4) | ​ | ​ | ​ | (123.7) | ​ | ​ | ​ | * | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Non-GAAP organic sales | ​ | ​ | $15,162.0 | ​ | ​ | ​ | $13,969.7 | ​ | ​ | ​ | * | ​ | ​ | 9 | % | ​ | * | ​ |

| * Not meaningful | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | ​ | ​ | ​ | ​ | ​ |

The increase primarily reflected accelerating pricing that overcame higher supply chain costs.

| Other | ​ | ​ | \- | ​ | ​ | ​ | 16.3 | ​ | ​ | ​ | 65.0 | ​ |

| Other | ​ | | 30.7 | ​ | ​ | | 34.3 | ​ | ​ | ​ | 60.8 | ​ |

_Combined Program_

In November 2022, we approved a Europe cost savings program.

In anticipation of this Combined Program, a limited number of actions were taken in the fourth quarter of 2022.

As a result, we reclassified $19.3 million ($14.5 million after tax) or $0.05 per diluted share from other restructuring to the Combined Program in the first quarter of 2023.

The net liability related to the Combined Program was $43.1 million and $62.0 million as of December 31, 2023 and 2022, respectively.

The Restructuring activities were completed at the end of 2023, with total costs of $62.1 million ($47.4 million after tax), or $0.17 per diluted share.

Net cash payments were $2.6 million and non-cash net charges were $6.8 million in 2023.

There was no remaining liability related to the Institutional Plan as of December 31, 2023.

There was $1.9 million of liability related to the Institutional Plan of December 31, 2022.

Net cash payments were $13.2 million during 2023.

The decrease in liability was driven primarily by the reclass of $19.3 million from other restructuring to the Combined Program in the first quarter of 2023.

Charges are integration related costs primarily related to the Purolite Corporation (“Purolite”) acquisition.

Other operating activities recorded in cost of sales on the Consolidated Statements of Income of $16.3 million ($12.7 million after tax), or $0.04 per diluted share in 2022, and $65.0 million ($49.2 million after tax), or $0.17 per diluted share in 2021 relate primarily to COVID-19 activities.

| Effect of acquisitions and divestitures | ​ | ​ | (2.9) | ​ | ​ | ​ | (0.4) | ​ | ​ | ​ | * | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Non-GAAP organic operating income | ​ | ​ | $2,117.5 | ​ | ​ | ​ | $1,759.4 | ​ | ​ | ​ | * | ​ | ​ | ​ | ​ | 20 | % | ​ | ​ | * | ​ |

| * Not meaningful | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Non-GAAP organic operating income margin | ​ | ​ | 14.0 | % | ​ | ​ | 12.6 | % | ​ | ​ | * | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| * Not meaningful | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

Our 2023, 2022 and 2021 operating incomes were negatively impacted by special (gains) and charges and the 2021 impact of Purolite on operating income of $133.9 million, $210.4 million, and $200.3 million, respectively.

Excluding the impacts of special (gains) and charges 2023 adjusted operating income increased 20% as strong pricing overcame investments in the business including incentive compensation, higher supply chain costs and unfavorable mix.

Other (income) expense increased when comparing 2023 against 2022 as higher pension costs were more than offset by the comparison to last year’s $50.6 million settlement expense related to U.S. pension plan lump-sum payments to retirees.

The net discrete tax expense was primarily related to the filing of federal, state and foreign tax returns and other income tax adjustments including the impact of changes in tax laws, audit settlements, share-based compensation excess tax benefits and other changes in estimates.

| Global Industrial | ​ | ​ | $7,193.1 | ​ | | ​ | $6,736.3 | | ​ | $5,908.5 | ​ | 7 | % | ​ | 14 | % |

| Global Institutional & Specialty | | ​ | 4,994.0 | ​ | ​ | | 4,414.3 | ​ | | 3,856.7 | | 13 | ​ | ​ | 14 | ​ |

| Global Healthcare & Life Sciences | ​ | ​ | 1,576.9 | ​ | ​ | ​ | 1,505.8 | ​ | ​ | 1,101.1 | ​ | 5 | ​ | ​ | 37 | ​ |

​

ChampionX Transaction

In June 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”).

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

Therefore, we reported the historical results of ChampionX, including the results of operations, cash flows, and related assets and liabilities, as discontinued operations for 2020.

Unless otherwise noted, the accompanying MD&A has been revised to reflect the ChampionX business as discontinued operations and 2020 balances have been revised accordingly to reflect continuing operations only.

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

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.

When measured in fixed rates of foreign currency exchange, adjusted fixed currency operating income increased 4% in 2022.

In March 2020, COVID-19 was declared a pandemic by the World Health Organization.

As the impact of the pandemic continues to evolve, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require judgment.

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

To the extent actual results differ materially from those estimates and assumptions, our future financial statements could be affected.

*​*

Uncertain Tax Positions

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

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.

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

The decrease primarily reflected increased pricing and higher volumes which were more than offset by significantly higher delivered product costs and supply constraints.

| COVID-19 activities, net | ​ | ​ | 16.3 | ​ | ​ | ​ | 64.7 | ​ | ​ | ​ | 12.5 | ​ |

| Other | ​ | ​ | \- | ​ | ​ | ​ | 0.3 | ​ | ​ | ​ | 24.4 | ​ |

| Disposal and impairment activities | ​ | ​ | \- | ​ | ​ | ​ | \- | ​ | ​ | ​ | 41.4 | ​ |

| COVID-19 activities, net | ​ | ​ | 10.2 | ​ | ​ | ​ | 42.4 | ​ | ​ | ​ | 23.6 | ​ |

| Other | ​ | | 24.1 | ​ | ​ | | 18.4 | ​ | ​ | ​ | 34.7 | ​ |

_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.

Actual costs may vary from these estimates depending on actions taken.

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.

In February 2021, we expanded the Institutional Plan, and expect that these restructuring charges will be completed in 2023, with total anticipated costs of $70 million ($55 million after tax) or $0.19 per diluted share.

The remaining costs are expected to be primarily cash expenditures for severance and non-cash costs related to equipment disposals.

During 2020, we expanded the Plan for additional costs and savings to further leverage the technology and structural improvements.

Of these expenses, $0.3 million ($0.2 million after tax) or less than $0.01 per diluted share during 2020 is recorded in other (income) expense and related to pension settlements and curtailments.

We have recorded $254.4 million ($198.4 million after tax), or $0.69 per diluted share, of cumulative restructuring charges under the Plan.

The majority of the pretax charges represent net cash expenditures which are expected to be paid over a period of a few months to several quarters which continue to be funded from operating activities.

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

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

During 2020, we incurred restructuring charges of $1.8 million ($1.2 million after tax), or less than $0.01 per diluted share, related to other immaterial restructuring plan.

Building on a century of innovation, we have annual sales of [removed: $14] [added: $15] billion, employ more than [removed: 47,000] [added: 48,000] associates and [removed: operate] [added: sell to customers] in more than 170 countries around the world.

In [removed: 2021,] [added: 2022,] we helped our customers conserve more than [removed: 215] [added: 219] billion gallons of water and avoid more than [removed: 3.5] [added: 3.6] 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: 2022,] [added: 2023,] which are located in Item 8 of Part II of this Form 10-K.

This reportable segment consists of the Water, Food & [removed: Beverage, Downstream] [added: Beverage] and Paper operating segments, which provide water treatment and process applications, and cleaning and sanitizing solutions, primarily to large industrial customers within the manufacturing, food and beverage processing, transportation, chemical, primary metals and mining, power generation, global refining, petrochemical, pulp and paper industries.

Descriptions of the [removed: four] [added: three] operating segments which comprise our Global Industrial reportable segment follow below.

Heavy industries served include power, chemicals and primary [removed: metals] [added: metals, mining] and [removed: mining.][added: petroleum refining and fuels industry.]

Our offerings include specialty products such as scale and corrosion inhibitors, antifoulants, pre-treatment solutions, membrane treatments, coagulants and flocculants, [removed: and] anti-foamers, [added: hydrogen sulfide removal, cold flow improvers, lubricity inhibitors, crude desalting and reactive monomer inhibitors,] as well as our 3D TRASARTM technologies, which [removed: combines] [added: combine] chemistry, remote services and monitoring and control.

We believe we are one of the leading global suppliers of products and programs for chemical applications within the industrial water treatment [removed: industry.][added: and petroleum refining industries.]

Specialty supplies cleaning and sanitizing [removed: chemical] products and related items primarily to regional, national and international quick service restaurant (“QSR”) chains and food retailers (i.e., supermarkets and grocery stores).

[removed: Food Safety Solutions supplies] [added: It also offers] a [added: unique] variety of products, tools and equipment for food preparation, food [removed: rotation,] [added: rotation labeling,] temperature management, cleaning and employee safety across all food service customers.

Food Safety Solutions [removed: also offers] [added: supplies a] digital [removed: applications] [added: platform] that [added: combines software, hardware and multiple services to] automate kitchen procedures for efficiency and compliance.

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

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

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

Additionally, although we have a diverse customer base and no customer or distributor constituted 10 percent or more of our consolidated revenues in [removed: 2022, 2021] [added: 2023, 2022] or [removed: 2020,] [added: 2021,] 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 12%, [removed: 10%,] [added: 12%,] and [removed: 11%] [added: 10%] of consolidated net sales in [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

As of December 31, [removed: 2022,] [added: 2023,] Ecolab employed approximately [removed: 47,000] [added: 48,000] employees, including approximately 26,000 sales and service and 1,100 research, development, and engineering employees.

Approximately [removed: 41%] [added: 42%] of the employees are employed in North America, [removed: 21%] [added: 20%] in Europe, 7% in Asia Pacific, 17% in Latin America, [removed: 6%] [added: 7%] in India, Middle East and Africa, and [removed: 8%] [added: 7%] in Greater China.

We are committed to developing a culture that is diverse, equitable, inclusive, and [removed: fully] leverages our employees’ talents as we work together to serve the needs of our customers.

We believe in providing [removed: comprehensive] training and career development opportunities [added: to all employees] and in compensating and rewarding our employees equitably.

Our commitment to the safety of our employees, [removed: contractors] [added: contractors,] and customers is evident in [removed: all we do, from] the way we operate, [removed: to] the products we [removed: develop] [added: develop,] and [removed: to] the customers we serve.

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

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

To help guide our work and [removed: ensure a] [added: support our] broad commitment to progress, Ecolab [removed: utilizes] [added: has] a Diversity Council made up of senior leaders throughout our company and chaired by our CEO.

We review [added: with the Council, senior executives and business leads] key metrics and practices, including diverse [removed: representation, hiring practices, and retention with the Council] [added: representation of backgrounds] and [added: experiences, along] with [removed: senior executives] [added: many aspects of our recruiting] and [removed: business leads monthly.][added: retention practices.]

We [added: also] have a vibrant and growing community of [added: 11] Employee Resource Groups [removed: (ERGs)] [added: (“ERGs”) that are open] to [added: all, to] help employees connect with colleagues, take part in career and leadership development experiences, and provide important insights in support of advancing our work in diversity, equity, and inclusion.

These employee-led ERGs create community and focus [removed: across] [added: on] several dimensions of diversity, including gender, race/ethnicity, gender identity, sexual orientation, ability/disability, military [removed: service] [added: service, generational, global,] and [removed: more.][added: career skill development.]

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

Beyond rigorous technical, functional, and business-specific training courses, our Global Corporate Flagship Development Programs [added: for supervisors, managers and leaders] are designed to deepen leadership capability and prepare [added: potential] successors for key leadership roles.

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

Our safety goals are simple: zero accidents, zero [removed: injuries] [added: injuries,] and zero violations.

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

[removed: Key disciplines include analytical and formulation chemistry, microbiology,] data science and predictive analytics, process and packaging engineering, digital and remote monitoring engineering and product dispensing technology.

During [removed: 2022,] [added: 2023,] the impact on our consolidated net income of our joint ventures, in the aggregate, was approximately three percent.

Ingredient Legislation: Various laws and regulations have been enacted by state, local and foreign jurisdictions pertaining to the sale of products which contain phosphorous, volatile organic compounds, [added: per- and polyfluoroalkyl substances (“PFAS”)] or other ingredients that may impact human health or the environment.

[removed: 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.

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

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 [removed: 93/42/EE,] [added: 93/42/EEC,] Medical Device Regulation (EU) 2017/745 (“MDR”), and ISO 13485).

[removed: Our other international non-European] [added: European] operations also are subject to government regulation and country-specific rules and regulations.

Our capital expenditures for environmental, health and safety projects worldwide were approximately [removed: $35] [added: $46] million in [removed: 2022, $28] [added: 2023, $35] million in [removed: 2021] [added: 2022] and [removed: $18] [added: $28] million in [removed: 2020.][added: 2021.]

In addition to these solutions, we offer specialty programs to the petroleum and fuels industry – refining process applications, fuels and feedstocks additives.

QSR’s program also includes a lease program comprised of energy-efficient dishwashing machines, detergents, rinse additives and sanitizers, including full machine maintenance.

We believe that doing the right thing, the right way, is good for business.

We believe that driving performance and growing fast, we can deliver a net positive impact in our own operations and what we deliver for our customers.

We believe that our culture is more creative and helps deliver the innovation needed to grow our business.

These programs are designed to facilitate equitable employment opportunities, while promoting an inclusive workforce.

_Employee Training and Development:_ Ecolab’s growth has been characterized by a century of supporting customers by combining science, technology and innovation with the expertise of our associates.

_Compensation and Benefits:_ Ecolab has a market-competitive and performance-based pay philosophy, and we believe in compensating our employees fairly and equitably.

We are committed to rewarding and recognizing employees for their contributions to the success of the organization.

This includes our global merit increase program and our short- and long-term variable pay programs, which include goals and targets that are tied to the success of the business.

We test our pay and wage data against compensation surveys to align our pay with the competitive external market.

In the U.S., we conduct pay equity studies, and we are in the process of expanding pay equity studies outside the U.S.

Ecolab also provides market-competitive benefits based on country-specific needs and government requirements.

While our benefits packages vary by market, they are designed to attract top talent and build long-term connections with our associates.

Aligned to the applicable market and local regulations, elements of our benefits programs may include medical and dental insurance, retirement savings, employee stock purchase plan, paid time off, parental leave and adoption assistance, life and disability insurance, and employee assistance plans.

Wellness initiatives are also underway outside the U.S. aligned to country-specific needs and market practices.

Key disciplines include analytical and formulation chemistry, microbiology,

In addition, the European Green Deal will include the revision of chemical

Our other international non-

We are or may become subject to many of these laws.

We continue to monitor the development and implementation of such laws and regulations, and are preemptively evaluating and, where appropriate, including reporting and disclosure obligations.

Ecolab also evaluates potential water-related risks in our direct operations that may be exacerbated by climate change and discloses the results in our Corporate Responsibility Report.

We plan to explore additional analyses of potential nature-related risks that may link to climate- and water-related risks in the future, aligned with the emerging recommendations of the Task Force on Nature-Related Financial Disclosures (“TNFD”).

With the increasing complexity of supply chain emissions, in 2023 we decided to develop a revised Scope 3 target that prioritizes absolute emissions reduction.

We plan to continue our supplier engagement practices to advance climate action outside of our operations.

We submitted our new Scope 3 target along with our net zero target in early 2024 for validation by the SBTi.

Our near-term SBT continues to target reduction of absolute Scope 1 and 2 emissions by 50% by 2030 from a 2018 base year and we report our progress in our annual Corporate Responsibility Report.

In 2022, we invested $65 million in capital and $6 million in operating expenses to implement continuous improvement projects positively impacting our environmental performance.

In 2022, we completed process improvement projects that reduced total energy consumption by almost 21.4 billion BTUs, emissions by 11,000 metric tons CO2e and 12.7 million gallons (~48,000 cubic meters) of water savings.

Water data from meter readings and utilities reports is used to quantify the water savings with 2018 as our baseline year.

| Nicholas J. Alfano | ​ | 62 | ​ | Executive Vice President and President – Global Industrial Group | ​ | Apr. 2023 – Present |

| ​ | ​ | ​ | ​ | Executive Vice President and General Manager – Global Light Sector | ​ | Jan. 2021 – Mar. 2023 |

| Gregory B. Cook | ​ | 55 | ​ | Executive Vice President and President – Institutional Group | ​ | Aug. 2023 – Present |

| ​ | ​ | ​ | ​ | Executive Vice President and General Manager – Global Institutional | ​ | June 2021 – July 2023 |

| ​ | ​ | ​ | ​ | Senior Vice President and General Manager – Global Pest | ​ | Jan. 2020 – May 2021 |

| ​ | ​ | ​ | ​ | Senior Vice President and General Manager – Institutional Latin America | ​ | Jan. 2019 – Dec. 2019 |

| Nicolas A. Granucci | ​ | 49 | ​ | Executive Vice President and President - Global Pest | ​ | Aug. 2023 – Present |

| ​ | ​ | ​ | ​ | Senior Vice President and General Manager – Global Pest | ​ | June 2021 – July 2023 |

| ​ | ​ | ​ | ​ | Senior Vice President and General Manager – Institutional & Specialty Greater China | ​ | Jan. 2019 – May 2021 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

In June 2020, we completed the 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 in 2020 because the separation of ChampionX was a strategic shift in business that had a major effect on our operations and financial results.

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

Unless otherwise noted, the accompanying financial information has been revised to reflect the effect of the separation of ChampionX and prior year balances have been revised accordingly to reflect continuing operations only.

Downstream

Downstream provides products and programs for process and water treatment applications specific to the petroleum refining and fuels industry, enabling our customers to profitably refine and upgrade hydrocarbons.

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

Our proven chemistry and digital technologies combined with service increase refinery and petrochemical plant reliability and the useful life of customer assets while improving product quality and yields.

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

Our customers include many of the largest publicly traded oil, refining and petrochemical companies, as well as national refining and petrochemical companies, and large independent refining companies.

Our downstream offerings are sold primarily by our corporate account and field sales employees and, to a lesser extent, through engineering, procurement, and construction contractors (EPC), technology licensors, distributors, sales agents and joint ventures.

We believe we are one of the leading global providers of products and programs for specialty chemical applications to downstream refineries and petrochemicals operations.

The services of Pest Elimination are sold and performed by our field sales and service personnel.

*​*

We set diversity goals at or above market availability and utilize diverse slates for all hiring activity.

_Employee Training and Development:_ At our core, Ecolab’s growth is rooted in decades of science, learning and innovation.

We have ambitious solution-oriented teams and we continually look for ways to help our employees learn and grow.

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

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 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.

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

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

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.

For additional detail regarding our Human Capital Management metrics and focus areas, please refer to our website for additional detail regarding our Human Capital Management metrics and focus areas, Diversity, Equity and Inclusion initiatives and other information and metrics, including our latest Corporate Responsibility GRI Report and EEO-1 report.

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

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.

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

These laws may directly impact the Company.

We are evaluating further application of the recommendations of the TCFD in alignment with the recommended timeline from the TCFD.

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

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

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

Our SBT targets reduction of absolute Scope 1 and 2 emissions by 50% by 2030 from a 2018 base year, and to work with our suppliers representing 70% of our Scope 3 emissions to set science-based reduction targets by 2024.

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.

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

| ​ | ​ | ​ | ​ | Executive Vice President and President – Global Nalco Water | ​ | Jan. 2018 – May 2018 |

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

| ​ | ​ | ​ | ​ | Senior Vice President – Corporate Development | ​ | Jan. 2018 – Aug. 2018 |

Mr. Duijser joined RB from Amazon.com, Inc., a global service provider for e-commerce, cloud computing, digital streaming, and artificial intelligence, where he served as Vice President Worldwide Engineering from 2017 to 2018.

Discussion of legal proceedings is incorporated by reference from Part II, Item 8, Note [removed: 16,] [added: 15,] “Commitments and Contingencies,” of this Form 10-K and should be considered an integral part of Part I, Item 3, “Legal Proceedings.”

| For the fiscal year ended December 31, [removed: 2022] [added: 2023] | |

| Common Stock, $1.00 par value 2.625% Euro Notes due 2025 [removed: 1.000% Euro Notes due 2024] | ​ | ECL ECL 25 [removed: ECL 24] | ​ | New York Stock Exchange New York Stock Exchange [removed: New York Stock Exchange] |

Aggregate market value of voting and non-voting common equity held by non-affiliates of registrant on June 30, [removed: 2022,] [added: 2023,] the last business day of the Registrant’s most recently completed second fiscal quarter: [removed: $43,775,885,223] [added: $53,175,318,295] (see Item 12, under Part III hereof), based on a closing price of registrant’s Common Stock of [removed: $153.76] [added: $186.69] per share.

The number of shares of registrant’s Common Stock, par value $1.00 per share, outstanding as of January 31, [removed: 2023: 284,462,087] [added: 2024: 285,513,155] shares.

Portions of the registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held May [removed: 4, 2023,] [added: 2, 2024,] and to be filed within 120 days after the registrant’s fiscal year ended December 31, [removed: 2022] [added: 2023] (hereinafter referred to as “Proxy Statement”), are incorporated by reference into Part III.

For the Year Ended December 31, [removed: 2022][added: 2023]

| ​ | [Item 1A. Risk Factors.](#Item1ARiskFactors_845860) | [removed: 17] [added: 16] |

| ​ | [Item 1B. Unresolved Staff Comments.](#Item1BUnresolved_831539) | [removed: 23] [added: 21] |

| ​ | [Item 3. Legal Proceedings.](#Item3Legal_229207) | [removed: 25] [added: 23] |

| ​ | [Item 4. Mine Safety Disclosures.](#Item4Mine_899042) | [removed: 25] [added: 23] |

| ​ | [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.](#Item5Market_693030) | [removed: 26] [added: 24] |

| ​ | [Item 6. \[Reserved\].](#Item6Reserved) | [removed: 26] [added: 24] |

| ​ | [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.](#Item7_ManagementDiscussionandAnalysis) | [removed: 26] [added: 25] |

| ​ | [Item 7A. Quantitative and Qualitative Disclosures about Market Risk.](#Item7AQuantitative_542771) | [removed: 50] [added: 47] |

| ​ | [Item 8. Financial Statements and Supplementary Data.](#Item8Financial_929330) | [removed: 50] [added: 47] |

| ​ | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.](#Item9Changes_36116) | [removed: 102] [added: 93] |

| ​ | [Item 9A. Controls and Procedures.](#Item9AControls_983338) | [removed: 102] [added: 93] |

| ​ | [Item 9B. Other Information](#Item9BOtherInformation). | [removed: 102] [added: 93] |

| ​ | [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.](#Item9CDisclosureRegardingForeignJurisdic) | [removed: 102] [added: 93] |

| ​ | [Item 10. Directors, Executive Officers and Corporate Governance.](#Item10Directors_332886) | [removed: 103] [added: 94] |

| ​ | [Item 11. Executive Compensation.](#Item11Executive_6722) | [removed: 103] [added: 94] |

| ​ | [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.](#Item12Security_61479) | [removed: 103] [added: 94] |

| ​ | [Item 13. Certain Relationships and Related Transactions, and Director Independence.](#Item13Certain_780095) | [removed: 103] [added: 95] |

| ​ | [Item 14. Principal Accounting Fees and Services.](#Item14Principal_569622) | [removed: 103] [added: 95] |

| ​ | [Item 15. Exhibit and Financial Statement Schedules.](#Item15Exhibits_78834) | [removed: 104] [added: 96] |

| ​ | [Item 16. Form 10-K Summary.](#Item16Form10KSummary) | [removed: 110] [added: 102] |

| ​ | [Item 1C. Cybersecurity.](#Item1CCybersecurity) | 21 |

Since 2014, when the Ecolab Cybersecurity program was established, we have continuously matured our cybersecurity program to proactively address evolving cybersecurity trends and risks.

Ecolab has an Information Security Steering Committee (“ISSC”), a cross-functional team chaired by our Chief Information Security Officer (“CISO”) that is described more fully below.

Senior management provides in-depth reviews of cybersecurity matters to the Board and the Audit Committee.

Cybersecurity is also considered in the annual enterprise risk assessment presented to the Board by management as part of the Board’s oversight of our enterprise risk management (“ERM”) program.

Ecolab’s cybersecurity policies, standards, processes, and practices are integrated into our ERM program and are based on recognized frameworks established by the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”), the International Organization for Standardization and other applicable industry standards.

We are formally assessed by an independent third party against NIST CSF and industry standards, including peer benchmarking.

Risk Management and Strategy

Cybersecurity presents strategic and operating risks and is an area of continued focus for our Board and management under its ERM program.

Ecolab’s cybersecurity program addresses the following key areas:

| | ● | Governance: As discussed in more detail under the heading “Cybersecurity Governance,” the Audit Committee and the Board of Directors provide oversight of cybersecurity risk management. |

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

| | ● | Technical Safeguards: We have implemented multi-layer controls designed to protect our information systems from cybersecurity threats, including general, backup, recovery, resiliency, processing, access, change and risk controls. These controls are evaluated by Ecolab’s cybersecurity team and enhanced through controls audits and assessments, internal testing, and third-party cybersecurity threat intelligence. |

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

| | ● | Incident Response and Recovery Planning: We have established and maintain comprehensive cybersecurity incident response and recovery plans that coordinate multidisciplinary internal teams and cybersecurity partners to assess, triage, escalate, contain, mitigate, investigate, remediate, and recover from a potential cybersecurity incident. Through ongoing communications with these teams, management monitors the incidents and reports incidents to the Audit Committee when appropriate. Management is responsible for timely disclosure of cybersecurity incidents as required by law. |

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

| | ● | Third-Party Risk Management: We maintain a risk-based approach to identify, monitor, and manage third-party cybersecurity risks associated with our use of third-party service providers who have access to our systems, data or are critical to our continued business operations. Additionally, cybersecurity considerations affect the selection and oversight of our third-party service providers. We require certain third-party vendors to agree to manage their cybersecurity risks in specified ways, and to agree to be subject to cybersecurity audits, which we conduct as appropriate. |

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

| | ● | Education and Awareness: We provide training for personnel regarding cybersecurity trends and threats to equip them with the knowledge to recognize and tools to report suspected cybersecurity threats. We also conduct simulations for employees and contractors to enhance awareness and responsiveness to such possible threats. In addition, we send global cybersecurity awareness communications to our personnel. |

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

| | ● | Assessment: We engage in the periodic assessment, testing and updating of our policies, standards, processes, and practices that are designed to address cybersecurity threats and incidents. These efforts include a wide range of activities, including audits, assessments, tabletop exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity measures, and planning. We engage third parties to perform assessments on our cybersecurity measures, including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness. Additionally, we leverage third party cybersecurity rating agency data to inform our assessment of risk. The results of such assessments, audits and reviews are reported to the Audit Committee and the Board. |

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

While we have continually matured our security program and capabilities and have had no material incidents to date, cyber threats continue to evolve and there can be no assurance that our efforts will prevent cybersecurity attacks or breaches in our systems such as those described in the risk factor entitled, “We are subject to information technology system failures, network disruptions and breaches in data security” under “Item 1A.

Risk Factors” of this Form 10-K.

Cybersecurity Governance

Ecolab’s ISSC, chaired by our CISO meets as needed.

The Committee is comprised of executive leaders including the Chief Information Officer (“CIO”), Chief Digital Officer, Chief Operating Officer, Chief Financial Officer, Chief Technology Officer, the General Counsel, the Executive Vice Presidents of our commercial divisions, the Executive Vice President Global Supply Chain, the Executive Vice President Human Resources, the Vice President of Enterprise Business Solutions, and the Vice President Internal Audit.

The ISSC assists the CISO in fulfilling our responsibilities regarding our information security program to protect the confidentiality, integrity and availability of our information assets, financial assets, and information systems.

ISSC responsibilities include, but are not limited to, evaluation of relevant information security risks, prioritization of information security initiatives, determination of, and advocacy for, appropriate investments, review of related legal and regulatory compliance initiatives, review of effective security communication initiatives, establishing specific requirements of the program in documented policies which all Ecolab associates, customers, and partners are obligated to follow, partner with Ecolab’s business, functional and regional leaders to ensure effective, risk-based security controls and practices are in place to achieve the program’s intent, and assist in monitoring the integrity and evaluating the effectiveness of the program.

The Board, in coordination with the Audit Committee, provides oversight of our ERM program, including the management of risks arising from cybersecurity threats.

The Board and the Audit Committee each receive an overview from our CIO and CISO regarding our cybersecurity threat risk management and strategy processes.

These reports cover a wide range of topics, and may include current and emerging cybersecurity threat risks, third-party assessments, risk-mitigation tactics and programs, information security considerations arising with respect to our peers and third parties, and our incident response plan.

Through a risk-based approach consistent with Ecolab’s ERM framework, the CISO identifies cyber incidents that are brought forward to a cross-functional cyber-incident response team including our CEO, CFO, CIO, General Counsel, CISO and Executive Vice President Supply Chain.

This cyber incident response team, or, in the event of more minor incidents, the CISO and her team, takes steps to promptly assess and address the incident, including engaging third parties according to pre-established guidelines.

The Board and the Audit Committee also receive prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, including ongoing updates regarding any such incident until it has been addressed.

Ecolab’s cybersecurity program is led by our CISO, who holds a CISO certification.

She has been our CISO since 2020 and has more than 35 years of information systems experience in total.

Our manufacturing facilities produce chemical products as well as medical devices and equipment for all [removed: of] our operating segments, although Pest Elimination purchases the majority of their products and equipment from outside suppliers.

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

Our [removed: Downstream] [added: Water] operating segment leases administrative and research facilities in [removed: Sugar Land, Texas and maintains additional Company-owned research facilities in Fresno,] [added: Houston,] Texas.

Significant regional administrative and/or research facilities are located in Campinas, Brazil; Leiden, [removed: Netherlands; and Pune, India,] [added: Netherlands,] which we [removed: own,] [added: own;] and in [added: Bangalore, India;] Dubai, UAE; Monheim, Germany; [added: Pune, India;] Singapore; Shanghai, China; and Zurich, Switzerland, which we lease.

We operate 32 manufacturing facilities in 14 states in the U.S. Internationally, we operate 68 manufacturing facilities in 38 countries.

We own most of our manufacturing locations.

Many of our properties are used by multiple segments.

Our Purolite business maintains leased and owned facilities in the greater King of Prussia, PA area for administrative functions, and research and development.

The following table profiles our more significant physical properties with approximately 70,000 square feet or more with ongoing production activities, as well as certain other facilities important in terms of specialization and sources of supply.

PLANT PROFILES

| | | | | | | |

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

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

| Joliet, IL USA | | 610,000 | | Global Institutional & Specialty, Global Industrial, Global Healthcare & Life Sciences | | Owned |

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

| Tai Cang, CHINA | | 468,000 | | Global Institutional & Specialty, Global Industrial, Global Healthcare & Life Sciences | | Owned |

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

| Sainghin, FRANCE | | 360,000 | | Global Institutional & Specialty, Global Industrial, Global Healthcare & Life Sciences | | Owned |

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

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

| South Beloit, IL USA | | 313,000 | | Global Institutional & Specialty, Global Industrial, Global Healthcare & Life Sciences, Other | | Owned |

| Jianghai, CHINA | | 296,000 | | Global Industrial | | Owned |

| Chalons, FRANCE | | 280,000 | | Global Institutional & Specialty, Global Industrial | | Owned |

| Clearing, IL USA | | 270,000 | | Global Industrial, Global Healthcare & Life Sciences, Other (Colloidal) | | Owned |

| Nanjing, CHINA | | 240,000 | | Global Industrial | | Owned |

| Garland, TX USA | | 239,000 | | Global Institutional & Specialty, Global Industrial | | Owned |

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

| Martinsburg, WV USA | | 228,000 | | Global Institutional & Specialty, Global Industrial | | Owned |

| Elwood City, PA USA | | 222,000 | | Global Industrial | | Owned |

| Weavergate, UNITED KINGDOM | | 222,000 | | Global Institutional & Specialty, Global Industrial | | Owned |

| Celra, SPAIN | | 218,000 | | Global Institutional & Specialty, Global Industrial, Global Healthcare & Life Sciences | | Owned |

| Greensboro, NC USA | | 193,000 | | Global Institutional & Specialty, Global Healthcare & Life Sciences | | Owned |

| Fresno, TX USA | | 192,000 | | Global Industrial | | Owned |

| Santiago, CHILE | ​ | 188,000 | ​ | Global Institutional & Specialty, Global Industrial, Global Healthcare & Life Sciences | ​ | Owned |

| Las Americas, DOMINICAN REPUBLIC | | 182,000 | | Global Institutional & Specialty, Global Healthcare & Life Sciences | | Owned |

| Jacksonville, FL USA | | 181,000 | | Global Institutional & Specialty, Global Healthcare & Life Sciences | | Leased |

| Garyville, LA USA | | 178,000 | | Global Industrial | | Owned |

| Gul Lane, SINGAPORE | ​ | 169,000 | ​ | Global Industrial | | Owned |

| Nieuwegein, NETHERLANDS | | 168,000 | | Global Institutional & Specialty, Global Industrial | | Owned |

| La Romana, DOMINICAN REPUBLIC | | 160,000 | | Global Institutional & Specialty, Global Healthcare & Life Sciences | | Leased |

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

| Tessenderlo, BELGIUM | | 153,000 | | Global Institutional & Specialty, Global Industrial | | Owned |

| Cheltenham, AUSTRALIA | | 145,000 | | Global Institutional & Specialty, Global Industrial | | Owned |

| Suzano, BRAZIL | | 142,000 | | Global Institutional & Specialty, Global Industrial, Global Healthcare & Life Sciences | | Owned |

| McDonough, GA USA | | 141,000 | | Global Institutional & Specialty, Global Industrial | | Owned |

| Darra, AUSTRALIA | | 138,000 | | Global Institutional & Specialty, Global Industrial | | Owned |

| Burlington, ON CANADA | | 136,000 | | Global Industrial | | Owned |

| Eagan, MN USA | | 133,000 | | Global Institutional & Specialty, Global Industrial, Global Healthcare & Life Sciences, Other | | Owned |

​

On January 31, [removed: 2023,] [added: 2024,] we had [removed: 5,031] [added: 4,797] holders of record of our Common Stock.

| (1) | Includes [removed: 5,085] [added: 10,774] shares reacquired from employees and/or directors to satisfy the exercise price of stock options or shares surrendered to satisfy statutory tax obligations under our stock incentive plans. |

| October 1-31, 2023 | | 1,352 | ​ | ​ | ($158.0400) | ​ | \- | | 12,917,097 | ​ |

| November 1-30, 2023 | | 1,601 | ​ | ​ | (174.2750) | ​ | \- | | 12,917,097 | ​ |

| December 1-31, 2023 | | 7,821 | ​ | ​ | (192.1285) | ​ | \- | | 12,917,097 | ​ |

| Total | | 10,774 | ​ | ​ | ($185.1978) | | \- | | 12,917,097 | ​ |

| 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 | ​ |

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: 2022.][added: 2023.]

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: 2022] [added: 2023] as stated in their report which is included herein.

| [removed: ] [added: ] | [removed: ] [added: ] |

We have audited the accompanying consolidated balance sheets of Ecolab Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] based on criteria established in _Internal Control - Integrated Framework_ (2013) issued by the COSO.

During the second quarter of [removed: 2022, management] [added: 2023, the Company] completed its annual goodwill impairment assessment for [removed: eleven of] its [removed: twelve] [added: ten] reporting units using discounted cash flow analyses that incorporated [removed: assumptions, including] [added: assumptions regarding] future growth rates, terminal values and discount rates.

The principal considerations for our determination that performing procedures relating to the [removed: goodwill impairment assessment] [added: valuation] of [removed: the Downstream reporting unit] [added: certain U.S. defined benefit pension plan obligations] is a critical audit matter are (i) the significant judgment by management when [removed: determining] [added: developing] the [removed: fair value] [added: estimate] of [removed: the Downstream reporting unit;] [added: certain U.S. defined benefit pension plan obligations;] (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant [removed: assumption] [added: assumptions] related to the discount [removed: rate;] [added: rates] and [added: expected return on assets; and] (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s [removed: goodwill impairment assessment,] [added: valuation of the defined benefit pension plan obligations,] including controls over [removed: management’s] [added: the] valuation of the [removed: Downstream reporting unit.][added: U.S. defined benefit pension plan obligations.]

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the [removed: discounted cash flow analysis] [added: actuarial valuation method] and [added: calculations and] (ii) the reasonableness of the discount [removed: rate significant assumption.][added: rates and expected return on assets assumptions.]

| (millions, except per share amounts) | ​ | [removed: 2022] [added: 2023] | | | ​ | [removed: 2021] [added: 2022] | | ​ | [removed: 2020] [added: 2021] | |

| Product and equipment sales | ​ | ​ | [removed: $11,446.2] [added: $12,316.8] | ​ | ​ | ​ | [removed: $10,153.3] [added: $11,446.2] | ​ | ​ | [removed: $9,466.6] [added: $10,153.3] |

| Service and lease sales | ​ | ​ | [removed: 2,741.6] [added: 3,003.4] | ​ | ​ | ​ | [removed: 2,579.8] [added: 2,741.6] | ​ | ​ | [removed: 2,323.6] [added: 2,579.8] |

| Net sales | ​ | ​ | [removed: 14,187.8] [added: 15,320.2] | ​ | ​ | ​ | [removed: 12,733.1] [added: 14,187.8] | ​ | ​ | [removed: 11,790.2] [added: 12,733.1] |

| Product and equipment cost of sales | ​ | ​ | [removed: 7,212.8] [added: 7,389.2] | ​ | ​ | ​ | [removed: 6,100.9] [added: 7,212.8] | ​ | ​ | [removed: 5,481.3] [added: 6,100.9] |

| Service and lease cost of sales | ​ | ​ | [removed: 1,618.2] [added: 1,765.7] | ​ | ​ | ​ | [removed: 1,514.9] [added: 1,618.2] | ​ | ​ | [removed: 1,424.5] [added: 1,514.9] |

| Cost of sales (including special [removed: (gains) and] charges (a)) | ​ | ​ | [removed: 8,831.0] [added: 9,154.9] | ​ | ​ | ​ | [removed: 7,615.8] [added: 8,831.0] | ​ | ​ | [removed: 6,905.8] [added: 7,615.8] |

| Selling, general and administrative expenses | ​ | ​ | [removed: 3,653.8] [added: 4,061.6] | ​ | ​ | | [removed: 3,416.1] [added: 3,653.8] | ​ | | [removed: 3,309.1] [added: 3,416.1] |

| Special (gains) and charges | ​ | ​ | [removed: 140.5] [added: 111.4] | ​ | ​ | | [removed: 102.6] [added: 140.5] | ​ | | [removed: 179.6] [added: 102.6] |

| Operating income | ​ | ​ | [removed: 1,562.5] [added: 1,992.3] | ​ | ​ | | [removed: 1,598.6] [added: 1,562.5] | ​ | | [removed: 1,395.7] [added: 1,598.6] |

| Other (income) expense (b) | ​ | ​ | [removed: (24.5)] [added: (59.9)] | ​ | ​ | ​ | [removed: (33.9)] [added: (24.5)] | ​ | ​ | [removed: (55.9)] [added: (33.9)] |

| Interest expense, net (c) | ​ | ​ | [removed: 243.6] [added: 296.7] | ​ | ​ | ​ | [removed: 218.3] [added: 243.6] | ​ | ​ | [removed: 290.2] [added: 218.3] |

| Income before income taxes | ​ | ​ | [removed: 1,343.4] [added: 1,755.5] | ​ | ​ | | [removed: 1,414.2] [added: 1,343.4] | ​ | | [removed: 1,161.4] [added: 1,414.2] |

| Provision for income taxes | ​ | ​ | [removed: 234.5] [added: 362.5] | ​ | ​ | | [removed: 270.2] [added: 234.5] | ​ | | [removed: 176.6] [added: 270.2] |

| Net income [removed: from continuing operations,] including noncontrolling interest | ​ | ​ | [removed: 1,108.9] [added: 1,393.0] | ​ | ​ | ​ | [removed: 1,144.0] [added: 1,108.9] | ​ | ​ | [removed: 984.8] [added: 1,144.0] |

| Net income [removed: from continuing operations] attributable to noncontrolling interest | ​ | ​ | [removed: 17.2] [added: 20.7] | ​ | ​ | ​ | [removed: 14.1] [added: 17.2] | ​ | ​ | [removed: 17.4] [added: 14.1] |

| Net income [removed: from continuing operations] attributable to Ecolab | ​ | ​ | [removed: 1,091.7] [added: $1,372.3] | ​ | ​ | [added: ​] | [removed: 1,129.9] [added: $1,091.7] | ​ | [added: ​] | [removed: 967.4] [added: $1,129.9] |

| Net income [removed: (loss)] attributable to Ecolab | [removed: ​] [added: ​] | ​ | [removed: $1,091.7] [added: $1,372.3] | [removed: ​] [added: ​] | ​ | ​ | [removed: $1,129.9] [added: $1,091.7] | ​ | ​ | [removed: ($1,205.1)] [added: ​] | [added: $1,129.9 |]

| Earnings [removed: (loss)] attributable to Ecolab per common share | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Basic | ​ | ​ | [removed: 285.2] [added: 285.0] | ​ | ​ | | [removed: 286.3] [added: 285.2] | ​ | | [removed: 287.0] [added: 286.3] |

| Diluted | ​ | ​ | [removed: 286.6] [added: 286.5] | ​ | ​ | | [removed: 289.1] [added: 286.6] | ​ | | [removed: 290.3] [added: 289.1] |

| (a) | Cost of sales includes special (gains) and charges of [added: $14.5 in 2023,] $65.0 in 2022, [added: and] $91.9 in 2021, [removed: and $39.3 in 2020,] which is recorded in product and equipment cost of sales. Cost of sales includes special (gains) and charges of [removed: $4.9] [added: $8.0] in [removed: 2022, $2.0] [added: 2023, $4.9] in [removed: 2021] [added: 2022] and [removed: $8.9] [added: $2.0] in [removed: 2020,] [added: 2021,] which is recorded in service and lease cost of sales. |

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

| (c) | Interest expense, net includes special charges of $33.1 in [removed: 2021, and $83.8 in 2020.] [added: 2021.] |

| (millions) | | ​ | [removed: 2022] [added: 2023] | | | ​ | [removed: 2021] [added: 2022] | | ​ | [removed: 2020] [added: 2021] | | ​ |

| Net income [removed: (loss)] attributable to Ecolab | ​ | [removed: ​] [added: ​] | [removed: ​] [added: $171.9] | [removed: $1,091.7] [added: ​] | [removed: ​] [added: ​] | [added: $308.3 |] ​ | [removed: ​] [added: ​] | [removed: $1,129.9] [added: $347.1] | [removed: ​] [added: ​] | [removed: ​] [added: ​] | [removed: ($1,205.1)] [added: $264.4] | ​ | [added: ​ | $1,091.7 | ​ |]

| Net income [removed: from continuing operations] attributable to noncontrolling interest | ​ | [removed: ​] [added: ​] | [removed: ​] [added: 2.8] | [removed: 17.2] [added: ​] | [removed: ​] [added: ​] | [added: 4.4 |] ​ | [removed: ​] [added: ​] | [removed: 14.1] [added: 4.9] | [removed: ​] [added: ​] | [removed: ​] [added: ​] | [removed: 17.4] [added: 5.1] | ​ | [added: ​ | 17.2 | ​ |]

| Net income [removed: (loss) attributable to Ecolab,] including noncontrolling interest | [added: ​] | ​ | ​ | [removed: $1,108.9 | ​] [added: $1,393.0] | ​ | ​ | [removed: $1,144.0] [added: ​] | [removed: ​] [added: $1,108.9] | [removed: ​] [added: ​] | [removed: ($1,185.5)] [added: ​] | [added: $1,144.0 |] ​ |

| Foreign currency translation | | | | [removed: (333.4)] [added: 10.0] | ​ | ​ | | [removed: (10.9)] [added: (333.4)] | ​ | | [removed: 50.0] [added: (10.9)] | ​ |

_Valuation of Certain U.S. Defined Benefit Pension Plan Obligations_

As described in Note 16 to the consolidated financial statements, the Company’s projected benefit obligations for U.S. pension plans was $1,859.5 million as of December 31, 2023, of which a majority relates to certain U.S. pension plans.

The measurement of the Company’s pension benefit obligations are dependent on a variety of assumptions determined by management and used actuaries in their valuation method and calculations.

The significant assumptions used in developing the required estimates of the projected benefit obligations are the discount rates, expected returns on assets, projected salary increases, and mortality tables.

These procedures also included, among others (i) testing management’s process for developing the estimate of certain U.S. defined benefit pension plan obligations; (ii) evaluating the appropriateness of the actuarial valuation method and calculations used by management; (iii) testing the completeness and accuracy of underlying data used in the actuarial valuation method and calculations; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the discount rates and expected return on assets.

| Basic | ​ | ​ | $ 4.82 | ​ | ​ | ​ | $ 3.83 | ​ | ​ | $ 3.95 |

| Diluted | ​ | ​ | $ 4.79 | ​ | ​ | ​ | $ 3.81 | ​ | ​ | $ 3.91 |

| Net income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 1,372.3 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 1,372.3 | ​ | ​ | 20.7 | ​ | ​ | 1,393.0 |

| Other comprehensive income (loss) activity | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (123.8) | ​ | ​ | ​ | ​ | | (123.8) | ​ | | (2.2) | ​ | | (126.0) |

| Cash dividends declared (a) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (615.7) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | (615.7) | ​ | | (13.5) | ​ | | (629.2) |

| Stock options and awards | | | 1.0 | ​ | ​ | 191.0 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 2.0 | ​ | | 194.0 | ​ | ​ | ​ | ​ | | 194.0 |

| Balance, December 31, 2023 | ​ | ​ | $365.7 | ​ | ​ | $6,766.7 | ​ | ​ | $10,075.4 | ​ | ​ | ($1,850.4) | ​ | ​ | ($7,312.7) | ​ | ​ | $8,044.7 | ​ | ​ | $27.5 | ​ | ​ | $8,072.2 |

The Company evaluates the need to complete interim goodwill impairment assessments when significant events or changes in business circumstances indicate that it is more likely than not that the carrying amount of a reporting unit may be higher than its fair value.

| Current year business combinations (b) | ​ | ​ | 30.8 | ​ | ​ | 39.3 | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | 70.1 | ​ | ​ |

| Effect of foreign currency translation | ​ | ​ | 28.0 | ​ | ​ | 3.1 | ​ | ​ | 33.0 | ​ | ​ | 1.3 | ​ | ​ | 65.4 | ​ | ​ |

| December 31, 2023 | ​ | ​ | $4,140.6 | ​ | ​ | $610.0 | ​ | ​ | $3,158.4 | ​ | ​ | $239.2 | ​ | ​ | $8,148.2 | ​ | ​ |

| 2023 | | 307 | |

| 2024 | | 301 | ​ |

| 2028 | | 145 | ​ |

| ASU 2023-09 Income taxes (Topic 740): Improvements to Income Tax Disclosures | ​ | December 2023 | ​ | The amendments in this Update require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. | ​ | January 1, 2025 | ​ | The Company is currently evaluating the impact of adoption and additional disclosure requirements. | ​ |

| ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures | ​ | November 2023 | ​ | The amendments in this ASU are to improve the disclosures about reportable segments and add more detailed information about a reportable segment’s expenses. The amendments in the ASU require public entities to disclose on an annual and interim basis significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, other segment items by reportable segment, the title and position of the CODM, and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. The ASU does not change the definition of a segment, the method for determining segments, the criteria for aggregating operating segments into reportable segments, or the current specifically enumerated segment expenses that are required to be disclosed. | ​ | Effective for annual periods beginning after December 15, 2023 | ​ | Entities are required to apply the disclosure amendments on a retrospective basis to all periods presented. The Company is currently evaluating the impact of adoption. | ​ |

| Other | ​ | ​ | \- | ​ | ​ | ​ | 16.3 | ​ | ​ | ​ | 65.0 | ​ |

| Other | ​ | | 30.7 | ​ | ​ | | 34.3 | ​ | ​ | ​ | 60.8 | ​ |

_Combined Program_

In anticipation of this Combined Program, a limited number of actions were taken in the fourth quarter of 2022.

As a result, the Company reclassified $19.3 million ($14.5 million after tax) from other restructuring to the Combined Program in the first quarter of 2023.

The net liability related to the Combined Program was $43.1 million and $62.0 million as of December 31, 2023 and 2022, respectively.

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

| 2023 Activity | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Recorded expense and accrual | ​ | ​ | 47.0 | ​ | ​ | ​ | 14.0 | ​ | ​ | ​ | 16.7 | ​ | ​ | ​ | 77.7 | ​ |

| Net cash payments | ​ | ​ | (85.2) | ​ | ​ | ​ | \- | ​ | ​ | ​ | (16.7) | ​ | ​ | ​ | (101.9) | ​ |

| Reclassification | ​ | | 19.3 | ​ | ​ | ​ | \- | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 19.3 | ​ |

| Net restructuring liability, December 31, 2023 | ​ | ​ | $43.1 | ​ | ​ | ​ | $- | ​ | ​ | ​ | $- | ​ | ​ | ​ | $43.1 | ​ |

The restructuring activities were completed at the end of 2023, with total costs of $62.1 million ($47.4 million after tax).

Net cash payments were $2.6 million and non-cash net charges were $6.8 million during 2023.

There was no liability related to the Institutional Plan as of December 31, 2023 and $1.9 million as of December 31, 2022.

The restructuring activities were completed at the end of 2022, with total costs of $254.4 million ($198.4 million after tax).

Net cash payments were $13.2 million during 2023.

The decrease in liability was driven primarily by the reclass of $19.3 million from other restructuring to the Combined Program in the first quarter of 2023.

Other operating activities recorded to cost of sales on the Consolidated Statements of Income of $16.3 million ($12.7 million after tax) in 2022 and $65.0 million ($49.2 million after tax) in 2021 relate primarily to COVID-19 activities.

​

| --- | --- |

*​*

_Goodwill Impairment Assessment – Downstream Reporting Unit_

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

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.

If the results of an annual or interim goodwill 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.

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

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

February 24, 2023

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

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

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

| Net loss from discontinued operations, net of tax (Note 5) (d) | ​ | ​ | \- | ​ | ​ | | \- | ​ | | (2,172.5) |

| Basic | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| Discontinued operations | ​ | ​ | $- | ​ | ​ | ​ | $- | ​ | ​ | ($7.57) |

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

| Diluted | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| Discontinued operations | ​ | ​ | $- | ​ | ​ | ​ | $- | ​ | ​ | ($7.48) |

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

| (d) | Net income (loss) from discontinued operations, net of tax includes noncontrolling interest of $2.2 in 2020. |

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

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

| Net income from discontinued operations attributable to noncontrolling interest | ​ | ​ | ​ | \- | ​ | ​ | ​ | \- | ​ | ​ | 2.2 | ​ |

| Separation of ChampionX | ​ | ​ | ​ | \- | ​ | ​ | ​ | \- | ​ | ​ | 229.9 | ​ |

| Less: Net loss from discontinued operations, including noncontrolling interest | ​ | ​ | \- | ​ | ​ | ​ | \- | ​ | ​ | (2,170.3) | ​ |

| Cash provided by operating activities - discontinued operations | ​ | ​ | \- | ​ | ​ | ​ | \- | ​ | ​ | 118.4 | ​ |

| Cash provided by operating activities | ​ | ​ | 1,788.4 | ​ | ​ | ​ | 2,061.9 | ​ | ​ | 1,860.2 | ​ |

| Divestiture of businesses | ​ | ​ | \- | ​ | ​ | ​ | \- | ​ | ​ | 116.2 | ​ |

| Cash provided by investing activities - discontinued operations | ​ | ​ | \- | ​ | ​ | ​ | \- | ​ | ​ | 443.2 | ​ |

| Cash used for investing activities | ​ | ​ | (716.8) | ​ | ​ | ​ | (4,579.7) | ​ | ​ | (414.5) | ​ |

| Cash used for financing activities - discontinued operations | ​ | ​ | \- | ​ | ​ | ​ | \- | ​ | ​ | (1.6) | ​ |

| Cash (used for) provided by financing activities | ​ | ​ | (837.3) | ​ | ​ | ​ | 1,603.2 | ​ | ​ | (341.8) | ​ |

| Cash and cash equivalents, beginning of period - discontinued operations | ​ | ​ | \- | ​ | ​ | ​ | \- | ​ | ​ | 67.6 | ​ |

| Cash and cash equivalents, beginning of period | | | 359.9 | ​ | ​ | ​ | 1,260.2 | ​ | ​ | 186.4 | ​ |

| Cash and cash equivalents, end of period - continuing operations | ​ | ​ | 598.6 | ​ | ​ | ​ | 359.9 | ​ | ​ | 1,260.2 | ​ |

| Cash and cash equivalents, end of period | ​ | ​ | $598.6 | ​ | ​ | ​ | $359.9 | ​ | ​ | $1,260.2 | ​ |

| Balance, December 31, 2019 | ​ | ​ | $359.6 | ​ | | $5,907.1 | ​ | | $9,993.7 | ​ | | ($2,089.7) | ​ | | ($5,485.4) | ​ | | $8,685.3 | ​ | | $40.5 | ​ | | $8,725.8 |

As of December 31, [removed: 2022,] [added: 2023,] we carried out an evaluation, under the supervision and with the participation of our management, including our 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 Chairman and Chief Executive Officer and our Chief Financial Officer concluded that, as of December 31, [removed: 2022,] [added: 2023,] our disclosure controls and procedures were effective.

Refer to page [removed: 50] [added: 47] of this Annual Report for “Management’s Report on Internal Control Over Financial Reporting.”

Refer to page [removed: 51] [added: 48] of this Annual Report for the “Report of Independent Registered Public Accounting Firm.”

During the period October [removed: 1 -] [added: 1, 2023 through] December 31, [removed: 2022] [added: 2023] 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.

Rule 10b5-1 Plan Adoptions and Modifications.

| | ● | Director Compensation for [removed: 2022] [added: 2023] |

| | ● | Summary Compensation Table for [removed: 2022] [added: 2023] |

| | ● | Grants of Plan-Based Awards for [removed: 2022] [added: 2023] |

| | ● | Outstanding Equity Awards at Fiscal Year End for [removed: 2022] [added: 2023] |

| | ● | Option Exercises and Stock Vested for [removed: 2022] [added: 2023] |

| | ● | Pension Benefits for [removed: 2022] [added: 2023] |

| | ● | Non-Qualified Deferred Compensation for [removed: 2022] [added: 2023] |

A total of [removed: 286,521] [added: 201,743] 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: 2022] [added: 2023] which are actually issued and outstanding.

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 | ​ | 8,525,989 | (1) | ​ | $ 168.65 | (1) | 18,840,264 | ​ |

| Total | | 8,525,989 | ​ | ​ | $ 168.65 | ​ | 18,840,264 | ​ |

(1) Includes 204,317 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, 944,826 Common Stock equivalents under our 2010 and 2023 Stock Incentive Plans representing performance-based restricted stock units payable to employees, and 455,490 Common Stock equivalents under our 2010 and 2023 Stock Incentive Plans 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: 51] [added: 48] |

| ​ | (ii) | [Consolidated Statements of Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.](#ConsolidatedStatementsofIncome)] [added: 2021.](#ConsolidatedStatementsofIncome)] | [removed: 53] [added: 50] |

| ​ | (iii) | [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.](#ConsolidatedStatementsofComprehensiveInc)] [added: 2021.](#ConsolidatedStatementsofComprehensiveInc)] | [removed: 54] [added: 51] |

| ​ | (iv) | [Consolidated Balance Sheets at December 31, [removed: 2022] [added: 2023] and [removed: 2021.](#CONSOLIDATEDBALANCESHEET_843105)] [added: 2022.](#CONSOLIDATEDBALANCESHEET_843105)] | [removed: 55] [added: 52] |

| ​ | (v) | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.](#ConsolidatedStatementsofCashFlows)] [added: 2021.](#ConsolidatedStatementsofCashFlows)] | [removed: 56] [added: 53] |

| ​ | (vi) | [Consolidated Statements of Equity for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.](#CONSOLIDATEDSTATEMENTOFEQUITY_341682)] [added: 2021.](#CONSOLIDATEDSTATEMENTOFEQUITY_341682)] | [removed: 57] [added: 54] |

| ​ | (vii) | [Notes to Consolidated Financial Statements](#NotesToConsolidatedFinancialStatements). | [removed: 58] [added: 55] |

| (2.1) | ​ | [Agreement and Plan of Merger and Reorganization, dated December 18, 2019, by and among Ecolab Inc., ChampionX Holding Inc., Apergy Corporation and Athena Merger Sub, Inc.](http://www.sec.gov/Archives/edgar/data/31462/000110465919075311/tm1926593d16_ex2-1.htm) | | | ​ | Incorporated by reference to Exhibit (2.1) of our Form 8-K, dated December 18, 2019. [removed: (File No. 001-9328)] |

| (2.2) | ​ | [Separation and Distribution 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_ex2-2.htm). | | | ​ | Incorporated by reference to Exhibit (2.2) of our Form 8-K, dated December 18, 2019. [removed: (File No. 001-9328)] |

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

| (3.1) | ​ | [Restated Certificate of Incorporation of Ecolab Inc., dated January 2, 2013.](http://www.sec.gov/Archives/edgar/data/31462/000110465913000153/a12-30386_1ex3d2.htm) | | | ​ | Incorporated by reference to Exhibit (3.2) of our Form 8-K, dated January 2, 2013. [removed: (File No. 001-9328)] |

| (3.2) | ​ | [By-Laws, as amended through [removed: December 3, 2015.](http://www.sec.gov/Archives/edgar/data/31462/000110465915082720/a15-24359_2ex3d1.htm)] [added: May 24, 2023.](https://www.sec.gov/Archives/edgar/data/31462/000110465923056030/tm2314173d1_ex3-1.htm)] | | | ​ | Incorporated by reference to Exhibit (3.1) of our Form 8-K, dated [removed: December 3, 2015. (File No. 001-9328)] [added: May 4, 2023.] |

| (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. [removed: (File No. 001-9328)] |

| (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. [removed: (File No. 001-9328)] |

| (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. [removed: (File No. 001-9328)] |

| (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. [removed: (File No. 001-9328)] |

| (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. [removed: (File No. 001-9328)] |

| (4.10) | ​ | [removed: [Fifth] [added: [Seventh] Supplemental Indenture, dated [removed: December 8, 2016, by and among] [added: November 27, 2017, between] Ecolab [removed: Inc.,] [added: Inc. and] Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as [removed: 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)] [added: Trustee.](http://www.sec.gov/Archives/edgar/data/31462/000155837017009111/ex-4d2.htm)] | | | ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K, dated [removed: December 1, 2016. (File No. 001-9328)] [added: November 30, 2017.] |

| (4.11) | ​ | Form of [removed: 1.000% Euro] [added: 3.250%] Notes due [removed: 2024.] [added: 2027.] | | | ​ | Included in Exhibit (4.10) above. |

| [removed: (4.12)] [added: (4.13)] | ​ | [removed: [Seventh] [added: [Eighth] Supplemental Indenture, dated [removed: November 27, 2017,] [added: March 24, 2020,] between Ecolab Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as [removed: Trustee.](http://www.sec.gov/Archives/edgar/data/31462/000155837017009111/ex-4d2.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/31462/000110465920037828/tm2012952d5_ex4-2.htm)] | | | ​ | Incorporated by reference to Exhibit (4.2) of our Form [removed: 8-K, dated November 30, 2017. (File No. 001-9328)] [added: 8-K filed on March 24, 2020.] |

| [removed: (4.13)] [added: (4.14)] | ​ | Form of [removed: 3.250%] [added: 4.800%] Notes due [removed: 2027.] [added: 2030.] | | | ​ | Included in Exhibit [removed: (4.12)] [added: (4.13)] above. |

| [removed: (4.14)] [added: (4.12)] | ​ | Form of 3.950% Notes due 2047. | | | ​ | Included in Exhibit [removed: (4.12)] [added: (4.10)] above. |

| (4.15) | ​ | [removed: [Eighth] [added: [Ninth] Supplemental Indenture, dated [removed: March 24,] [added: August 13,] 2020, between Ecolab Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/31462/000110465920037828/tm2012952d5_ex4-2.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/31462/000110465920094714/tm2026912d5_ex4-2.htm).] | | | ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K filed on [removed: March 24,] [added: August 13,] 2020. [removed: (File No. 001-9328)] |

| (4.16) | ​ | Form of [removed: 4.800%] [added: 1.300%] Notes due [removed: 2030.] [added: 2031.] | | | ​ | Included in Exhibit (4.15) above. |

| [removed: (4.17)] [added: (4.18)] | ​ | [removed: [Ninth] [added: [Tenth] Supplemental Indenture, dated August [removed: 13, 2020,] [added: 18, 2021,] between Ecolab Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as [removed: Trustee](https://www.sec.gov/Archives/edgar/data/31462/000110465920094714/tm2026912d5_ex4-2.htm).] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/0000031462/000155837021011959/ecl-20210809xex4d2.htm)] | | | ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K filed [removed: by Ecolab Inc.] on August [removed: 13, 2020. (File No. 001-9328)] [added: 19, 2021.] |

| [removed: (4.18)] [added: (4.19)] | ​ | Form of [removed: 1.300%] [added: 2.750%] Notes due [removed: 2031.] [added: 2055.] | | | ​ | Included in Exhibit [removed: (4.17)] [added: (4.18)] above. |

| [removed: (4.19)] [added: (4.17)] | ​ | Form of 2.125% Notes due 2050. | | | ​ | Included in Exhibit [removed: (4.17)] [added: (4.15)] above. |

| (4.20) | ​ | [removed: [Tenth] [added: [Eleventh] Supplemental Indenture, dated [removed: August 18,] [added: December 15,] 2021, between Ecolab Inc. and Computershare Trust Company, [removed: N.A. (as successor to Wells Fargo Bank, National Association),] [added: N.A.,] as [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/0000031462/000155837021011959/ecl-20210809xex4d2.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/0000031462/000155837021016826/ecl-20211215xex4d2.htm)] | | | ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K filed on [removed: August 19,] [added: December 15,] 2021. [removed: (File No. 001-9328)] |

| (4.21) | ​ | Form of [removed: 2.750%] [added: 1.650%] Notes due [removed: 2055.] [added: 2027.] | | | ​ | Included in Exhibit (4.20) above. |

| [removed: (4.22)] [added: (4.24)] | ​ | [removed: [Eleventh] [added: [Twelfth] Supplemental Indenture, dated [removed: December 15, 2021,] [added: as of November 17, 2022,] between Ecolab Inc. and Computershare Trust Company, N.A., as [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/0000031462/000155837021016826/ecl-20211215xex4d2.htm)] [added: 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 [removed: by Ecolab Inc.] on [removed: December 15, 2021. (File No. 001-9328)] [added: November 17, 2022.] |

| (4.23) | ​ | Form of [removed: 0.900%] [added: 2.700%] Notes due [removed: 2023.] [added: 2051.] | | | ​ | Included in Exhibit [removed: (4.22)] [added: (4.20)] above. |

| [removed: (4.24)] [added: (4.25)] | ​ | Form of [removed: 1.650%] [added: 5.250%] Notes due [removed: 2027.] [added: 2028.] | | | ​ | Included in Exhibit [removed: (4.22)] [added: (4.24)] above. |

| [removed: (4.25)] [added: (4.22)] | ​ | Form of 2.125% Notes due 2032. | | | ​ | Included in Exhibit [removed: (4.22)] [added: (4.20)] above. |

| [removed: (4.29) |] ​ | [removed: [Description of Securities.](https://www.sec.gov/Archives/edgar/data/31462/000155837020001788/ex-4d20.htm)] [added: †] | [added: (ii)] | [added: [Amendment No. 1 to Ecolab Executive Death Benefits Plan, effective as of July 1, 1997.](http://www.sec.gov/Archives/edgar/data/31462/0001047469-99-012518.txt)] | [added: |] ​ | Incorporated by reference to Exhibit [removed: (4.20)] [added: (10)H(ii)] of our Form 10-K Annual Report for the year ended December 31, [removed: 2019. (File No. 001-9328)] [added: 1998.] |

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

| ​ | ​ | ​ | (a) | [Amended and Restated Dealer Agreement, dated [removed: 9 June 2017,] [added: 30 October 2023,] between Ecolab Inc., Ecolab [removed: Lux 1 S.À R.L., Ecolab Lux 2 S.À R.L., Ecolab] NL 10 [removed: B.V. and] [added: B.V.,] Ecolab NL 11 B.V. [added: and Nalco Overseas Holding B.V.] (as Issuers), Ecolab Inc. (as Guarantor in respect of the notes issued by Ecolab [removed: Lux 1 S.À R.L., Ecolab Lux 2 S.À R.L. and Ecolab] NL 10 [removed: B.V. and] [added: B.V.,] Ecolab NL 11 [added: B.V. and Nalco Overseas Holding] B.V.), [removed: Credit Suisse Securities (Europe) Limited] [added: Barclays Bank PLC] (as Arranger), and [removed: Citibank Europe plc, UK Branch, Credit Suisse Securities (Europe) Limited,] [added: Barclays Bank Ireland PLC, Barclays Bank PLC,] Citigroup Global Markets Europe [removed: AG, Credit Suisse Securities Sociedad de Valores S.A.] [added: AG] and [removed: Credit Suisse International] [added: Citigroup Global Markets Limited] (as [removed: Dealers).](https://www.sec.gov/Archives/edgar/data/31462/000155837017005778/ecl-20170630ex101a8e6e9.htm)] [added: Dealers).](https://www.sec.gov/Archives/edgar/data/31462/000155837024001581/ecl-20231231xex10d2ia.htm)] | ​ | [removed: Incorporated by reference to Exhibit (10.1)(a) of our Form 10-Q for the quarter ended June 30, 2017. (File No. 001-9328)] [added: Filed herewith electronically.] |

| ​ | ​ | ​ | (b) | [Amended and Restated Note Agency Agreement, dated [removed: 9 June 2017,] [added: 30 October 2023,] between Ecolab Inc., Ecolab [removed: Lux 1 S.À R.L., Ecolab Lux 2 S.À R.L., Ecolab] NL 10 B.V. Ecolab NL 11 B.V. [added: and Nalco Overseas Holding B.V.] (as Issuers), Ecolab Inc. (as Guarantor in respect of the notes issued by Ecolab [removed: Lux 1 S.À R.L., Ecolab Lux 2 S.À R.L., Ecolab] NL 10 [removed: B.V. and] [added: B.V.,] Ecolab NL 11 [added: B.V. and Nalco Overseas Holding] B.V.), and Citibank, N.A., London Branch (as Issue and Paying [removed: Agent).](http://www.sec.gov/Archives/edgar/data/31462/000155837017005778/ecl-20170630ex101b60441.htm)] [added: Agent).](https://www.sec.gov/Archives/edgar/data/31462/000155837024001581/ecl-20231231xex10d2ib.htm)] | ​ | [removed: Incorporated by reference to Exhibit (10.1)(b) of our Form 10-Q for the quarter ended June 30, 2017. (File No. 001-9328)] [added: Filed herewith electronically.] |

| [removed: ​ | ​] [added: (10.14)] | [removed: ​] [added: †] | [removed: (c)] [added: (i)] | [removed: [Deed of Covenant made on 9 June 2017 by Ecolab Inc., Ecolab Lux 1 S.À R.L., Ecolab Lux 2 S.À R.L., Ecolab NL 10 B.V.] [added: [Ecolab Inc. 2023 Stock Incentive Plan, as amended] and [removed: Ecolab NL 11 B.V. (as Issuers)](http://www.sec.gov/Archives/edgar/data/31462/000155837017005778/ecl-20170630ex101c8ad09.htm).] [added: restated, effective as of May 4, 2023.](https://www.sec.gov/Archives/edgar/data/31462/000155837023013204/ecl-20230630xex10d1.htm)] | [added: |] ​ | Incorporated by reference to Exhibit [removed: (10.1)(c)] [added: (10.1)] of our Form [removed: 10-Q] [added: 10-Q,] for the quarter ended June 30, [removed: 2017. (File No. 001-9328)] [added: 2023.] |

| ​ | ​ | ​ | (a) | [Form of Commercial Paper Dealer Agreement for 4(a)(2) Program, dated September 22, 2014. The dealers for the program are Barclays Capital Inc., Citigroup Global Markets Inc., [removed: Credit Suisse Securities (USA) LLC,] BofA Securities, Inc., Mizuho Securities USA LLC, and Wells Fargo Securities, LLC.](http://www.sec.gov/Archives/edgar/data/31462/000110465914075274/a14-19657_1ex10d1a.htm) | ​ | Incorporated by reference to Exhibit (10.1)(a) of our Form 10-Q for the quarter ended September 30, 2014. [removed: (File No. 001-9328)] |

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

| (4.27) | ​ | [Description of Securities.](https://www.sec.gov/Archives/edgar/data/31462/000155837024001581/ecl-20231231xex4d27.htm) | | | ​ | Filed herewith electronically. |

| ​ | ​ | (ii) | [First Amendment, dated as of March 17, 2023, to the Third Amended and Restated Multicurrency Credit Agreement dated as of April 16, 2021, among Ecolab Inc., the banks from time to time party thereto and Bank of America, N.A., as Agent.](https://www.sec.gov/Archives/edgar/data/31462/000155837023008089/ecl-20230331xex10d1.htm) | | ​ | Incorporated by reference to Exhibit (10.1) of our Form 10-Q, for the quarter ended March 31, 2023. |

| ​ | ​ | ​ | | | ​ | ​ |

| ​ | ​ | ​ | (c) | [Deed of Covenant made on 30 October 2023 by Ecolab Inc., Ecolab NL 10 B.V., Ecolab NL 11 B.V. and Nalco Overseas Holding B.V. (as Issuers).](https://www.sec.gov/Archives/edgar/data/31462/000155837024001581/ecl-20231231xex10d2ic.htm) | ​ | Filed herewith electronically. |

| ​ | ​ | ​ | (d) | [Deed of Guarantee made on 30 October 2023 by Ecolab Inc. (in respect of notes issued by Ecolab NL 10 B.V., Ecolab NL 11 B.V. and Nalco Overseas Holding B.V.).](https://www.sec.gov/Archives/edgar/data/31462/000155837024001581/ecl-20231231xex10d2id.htm) | ​ | Filed herewith electronically. |

| (10.4) | † | [Form of Indemnification Agreement, effective as of December 7, 2023. Substantially identical agreements are in effect as to each of our directors and certain of our officers.](https://www.sec.gov/Archives/edgar/data/31462/000155837024001581/ecl-20231231xex10d4.htm) | | | ​ | Filed herewith electronically. |

| ​ | ​ | ​ | ​ | | ​ | ​ |

| (10.12) | † | [Description of Ecolab Management Incentive Plan.](https://www.sec.gov/Archives/edgar/data/31462/000155837024001581/ecl-20231231xex10d12.htm) | | | ​ | Filed herewith electronically. |

| ​ | ​ | ​ | ​ | | ​ | ​ |

| ​ | † | (ii) | [Sample form of Non-Statutory Stock Option Agreement under the Ecolab Inc. 2023 Stock Incentive Plan, adopted May 4, 2023.](https://www.sec.gov/Archives/edgar/data/31462/000155837023013204/ecl-20230630xex10d2.htm) | | ​ | Incorporated by reference to Exhibit (10.2) of our Form 10-Q, for the quarter ended June 30, 2023. |

| (10.15) | † | [Nalco Company Supplemental Retirement Income Plan, as Amended and Restated effective as of December 31, 2012.](https://www.sec.gov/Archives/edgar/data/31462/000155837023008089/ecl-20230331xex10d3.htm) | | | ​ | Incorporated by reference to Exhibit (10.3) of our Form 10-Q, for the quarter ended March 31, 2023. |

| (10.16) | † | [Nalco Company Supplemental Profit Sharing Plan, as Amended and Restated effective as of December 31, 2012.](https://www.sec.gov/Archives/edgar/data/31462/000155837023008089/ecl-20230331xex10d4.htm) | | | ​ | Incorporated by reference to Exhibit (10.4) of our Form 10-Q, for the quarter ended March 31, 2023. |

| (10.18) | † | [Death Benefit Agreement between Nalco Company and Laurie M. Marsh effective as of December 17, 2009.](https://www.sec.gov/Archives/edgar/data/31462/000155837023008089/ecl-20230331xex10d5.htm) | | | ​ | Incorporated by reference to Exhibit (10.5) of our Form 10-Q, for the quarter ended March 31, 2023. |

| ​ | ​ | ​ | | | ​ | ​ |

| (10.19) | † | [Offer letter relating to employment of Lanesha Minnix dated April 19, 2022, and accompanying signing bonus payback agreement, sign on bonus repayment agreement and relocation repayment agreement referenced therein.](https://www.sec.gov/Archives/edgar/data/31462/000155837023008089/ecl-20230331xex10d2.htm) | | | ​ | Incorporated by reference to Exhibit (10.2) of our Form 10-Q, for the quarter ended March 31, 2023. |

| (97.1) | ​ | [Ecolab Inc. Rule 10D-1 Clawback Policy, adopted November 2, 2023.](https://www.sec.gov/Archives/edgar/data/31462/000155837024001581/ecl-20231231xex97d1.htm) | | | ​ | Filed herewith electronically. |

| ​ | ​ | ​ | | | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| (4.26) | ​ | Form of 2.700% Notes due 2051. | | | ​ | Included in Exhibit (4.22) above. |

| (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. |

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

| (10.4) | † | [Form of Director Indemnification Agreement. Substantially identical agreements are in effect as to each of our directors.](http://www.sec.gov/Archives/edgar/data/31462/000110465904006565/a04-2967_2ex10di.htm) | | | ​ | Incorporated by reference to Exhibit (10)I of our Form 10-K Annual Report for the year ended December 31, 2003. (File No. 001-9328) |

| ​ | † | (ii) | [Amendment No. 1 to the Ecolab Executive Long-Term Disability Plan, effective as of August 21, 2015.](http://www.sec.gov/Archives/edgar/data/31462/000110465915074906/a15-17904_1ex10d1.htm) | | ​ | Incorporated by reference to Exhibit 10.1 of our Form 10-Q for the quarter ended September 30, 2015. (File No. 001-9328) |

| (10.12) | † | [Description of Ecolab Management Incentive Plan.](http://www.sec.gov/Archives/edgar/data/31462/000155837016003581/ecl-20151231ex101632865.htm) | | | ​ | Incorporated by reference to Exhibit (10.16) of our Form 10-K Annual Report for the year ended December 31, 2015. (File No. 001-9328) |

| (10.14) | † | [Policy on Reimbursement of Incentive Payments, as amended February 22, 2019.](http://www.sec.gov/Archives/edgar/data/31462/000155837019001379/ecl-20181231ex1016e331d.htm) | | | ​ | Incorporated by reference to Exhibit (10.16) of our Form 10-K Annual Report for the year ended December 31, 2018. (File No. 001-9328) |

| (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. |

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: 24th] [added: 23rd] day of February, [removed: 2023.][added: 2024.]

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: 24th] [added: 23rd] day of February, [removed: 2023.][added: 2024.]

| Shari L. Ballard, Barbara J. Beck, [removed: Jeffrey M. Ettinger,] 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 | ​ | ​ |