Ecolab (ECL) 10-K risk factor changes: FY2024 vs FY2023

We conduct business in more than 170 countries and, in [removed: 2023,] [added: 2024,] approximately 47% of our net sales originated outside the United States.

While our operations in Russia and areas experiencing conflict are not material to our business and financial results, the escalation of these [removed: conflicts] [added: conflicts, or the imposition of additional sanctions by the United States,] may also heighten many other risks disclosed in our report on Form 10-K, any of which could materially and adversely affect our business and financial results.

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

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

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

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

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 [added: employment and labor laws and anti-corruption laws.]

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

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

In particular, the OECD [removed: is coordinating] [added: has coordinated] 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 [removed: takes] [added: took] effect in several jurisdictions in which we operate starting in 2024 and will increase the burden and costs of our tax compliance.

[removed: The company continues] [added: We continue] to monitor these legislative developments, [removed: but] [added: which] based on information [removed: available does] [added: available, have] not [removed: anticipate] [added: had] material impacts to the 2024 financial statements.

As of December 31, [removed: 2023,] [added: 2024,] we had approximately [removed: $8.2] [added: $7.6] 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: 2023] [added: 2024] would increase future interest expense by approximately $15 million per year; and |

As of December 31, [removed: 2023,] [added: 2024,] we had goodwill of [removed: $8.1] [added: $7.9] billion which is maintained in various reporting units, including goodwill from the Nalco and Purolite transactions.

Investing in our common stock involves a high degree of risk.

You should carefully consider the risks described below in addition to the other information set forth in this Annual Report on Form 10-K, including "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operation" and our consolidated financial statements and the related notes, before making an investment decision.

The risks described below are not the only risks or uncertainties we face.

The occurrence of any of the following risks or additional risks and uncertainties not presently known to us, or that we currently believe to be immaterial, could materially and adversely affect our business, financial condition, prospects, or results of operations.

In such case, the trading price of our common stock could decline, and you may lose all or part of your original investment.

Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks and uncertainties described below.

Additionally, macroeconomic and geopolitical developments, including public health crises, escalating global conflicts, supply chain disruptions, labor market constraints, rising rates of inflation and high interest rates may amplify many of the risks discussed below to which we are subject.

The extent of the impact of macroeconomic and geopolitical developments, including public health crises, on our financial and operating performance depends significantly on the duration and severity of such macroeconomic and geopolitical developments, the actions taken to contain or mitigate its impact and any changes in consumer behaviors as a result thereof.

In February 2025, the U.S. proposed a 25% additional tariff on imports from Canada and Mexico and a 10% additional tariff on imports from China.

Our increasing reliance on artificial intelligence (“AI”) technologies in our products, services, and operations presents several risks that could adversely impact our business, financial condition, and results of operations.

We are increasingly incorporating AI capabilities into the development of technologies and our business operations, and into our products and services.

AI technology is complex and rapidly evolving, and may subject us to significant competitive, legal, regulatory, operational and other risks, including the following:

| | ● | _Operational and Technical Risks_: AI technologies are complex and rapidly evolving. Flaws in AI algorithms, training methodologies, or datasets may lead to unintended consequences, such as operational disruptions, erroneous decision-making, or data loss. These issues could impair the effectiveness of our AI systems and result in significant operational challenges. Additionally, software we purchase or lease from third-party vendors could become inoperable (via attack from a bad actor, network failure, code error, etc.), such that it adversely impacts Ecolab’s ability to deliver products or services to its customers, resulting in financial losses, legal liabilities, and damages to our reputation. |

| | ● | _Legal and Regulatory Risks_: The legal and regulatory landscape for AI is still developing and varies across jurisdictions. Compliance with evolving AI regulations may impose significant costs, limit our ability to incorporate AI capabilities, and expose us to legal liabilities. Additionally, new regulations could conflict with our current AI practices, requiring costly changes to our development and deployment strategies. |

| | ● | _Reputational Risks_: The use of AI raises social and ethical concerns, which could harm our reputation if not managed responsibly. Incidents related to AI, such as biased outcomes or privacy breaches, could lead to negative publicity and reduce public trust in our AI solutions. |

| | ● | _Competitive Risks_: Our competitors may develop and implement AI technologies more effectively, gaining a competitive advantage. If we fail to keep pace with advancements in AI, our market position could be weakened, adversely affecting our business performance. |

| | ● | _Financial Risks_: The development, testing, and deployment of AI systems are resource-intensive and may increase our operational costs. There is no assurance that our investments in AI will yield the anticipated benefits or that customers will adopt our AI-enhanced offerings, potentially impacting our financial results. |

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

| | ● | _Cybersecurity Risks_: AI systems can be vulnerable to cybersecurity threats, such as data breaches and unauthorized access. These threats could result in financial losses, legal liabilities, and damage to our reputation. |

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

We are committed to developing and using AI responsibly, but there can be no guarantee that we will successfully mitigate all associated risks.

Any failure in our AI initiatives could materially harm our business, financial condition, and results of operations.

We are also undertaking restructuring programs including the One Ecolab initiative leveraging our digital technologies to realign the functional work done in many countries into global centers of excellence.

This program is discussed along with other restructuring activities under Note 3 of this Form 10-K.

Similarly, our failure or perceived failure to pursue or fulfill our commitments, goals, targets, and objectives, to

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

While the U.S. and China signed a Phase One trade agreement in January 2020, which included the suspension and rollback of tariffs, the CHIPS and Science Act of 2022 with objectives including countering China’s technical ambitions was signed into law in August 2022.

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.

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

[removed: Sales] [added: Transitionary period sales] of product to ChampionX under this agreement are recorded in product and equipment sales in the Corporate segment along with the related cost of sales.

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

[removed: Operating] [added: Organic operating] income [removed: grew by strong double digits,] [added: margins increased during 2023,] as [added: the positive impact from] strong pricing and cost savings initiatives overcame [added: the negative impacts of] investments in the business [added: including incentive compensation] and higher supply chain costs.

Reported sales increased [removed: 8%] [added: 3%] to [removed: $15.3] [added: $15.7] billion in [removed: 2023] [added: 2024] from [removed: $14.2] [added: $15.3] billion in [removed: 2022.][added: 2023.]

When measured in fixed rates of foreign currency exchange, fixed currency sales increased [removed: 8%] [added: 3%] compared to the prior year.

Organic sales increased [removed: 9%] [added: 4%] compared to the prior year.

Our reported gross margin was [removed: 40.2%] [added: 43.5%] of sales for [removed: 2023,] [added: 2024,] compared to our [removed: 2022] [added: 2023] reported gross margin of [removed: 37.8%.][added: 40.2%.]

Excluding the impact of special (gains) and charges included in cost of sales, our adjusted gross margin was [removed: 40.4%] [added: 43.5%] in [removed: 2023] [added: 2024] and [removed: 38.2%] [added: 40.4%] in [removed: 2022.][added: 2023.]

Our gross profit [removed: increased as our] [added: increase reflected] strong [added: value] pricing [removed: exceeded] [added: and lower] delivered product [removed: cost inflation.][added: costs.]

Reported operating income increased [removed: 28%] [added: 41%] to [removed: $2.0] [added: $2.8] billion in [removed: 2023,] [added: 2024,] compared to [removed: $1.6] [added: $2.0] billion in [removed: 2022.][added: 2023.]

[removed: Adjusted] [added: Organic] operating [removed: income, excluding the impact of special (gains) and charges] [added: income margins] increased [removed: 20%] in 2023 [added: compared to 2022,] as [added: the positive impacts of] strong pricing overcame [added: the negative impacts of] investments in [removed: the] business including incentive compensation, [removed: unfavorable mix] [added: lower volume,] and higher supply chain costs.

Organic operating income increased [removed: 20%] [added: 26%] in [removed: 2023.][added: 2024.]

Reported diluted EPS increased [removed: 26%] [added: 54%] to [removed: $4.79] [added: $7.37] in [removed: 2023] [added: 2024] compared to [removed: $3.81] [added: $4.79] in [removed: 2022.][added: 2023.]

Special (gains) and charges in [removed: 2023] [added: 2024] were driven primarily by [added: the gain on sale of the global surgical solutions business and] restructuring expense and [removed: 2022 was] [added: 2023 were] driven primarily by restructuring [removed: and pension settlement] expense.

Cash flow from operating activities was [removed: $2.4] [added: $2.8] billion in [removed: 2023] [added: 2024] compared to [removed: $1.8] [added: $2.4] billion in [removed: 2022.][added: 2023.]

Dividends declared per common share in [removed: 2023] [added: 2024] was [removed: $2.16] [added: $2.36] per share.

In December [removed: 2023] [added: 2024] we increased our quarterly cash dividend by [removed: 8%] [added: 14%] to [removed: $0.57] [added: $0.65] per share, representing our [removed: 32nd] [added: 33rd] consecutive annual dividend rate increase.

We have paid cash dividends on our common shares for [removed: 87] [added: 88] consecutive years.

| ● | 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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 [removed: for 2023, our weighted-average discount rate decreased to 4.95% from 5.17% at year-end 2022. In determining our] [added: and] U.S. postretirement health care obligation for [removed: 2023,] [added: 2024,] our weighted-average discount rate [removed: decreased] [added: increased] to [removed: 4.95%] [added: 5.58%] from [removed: 5.14%] [added: 4.95%] at year-end [removed: 2022.] [added: 2023.] |

| ● | 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 [added: 8.00% for 2024,] 7.75% for 2023 and 7.00% for [removed: 2022 and 2021.] [added: 2022.] |

| ● | 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 [added: 3.60% for 2024 and] 4.03% for [removed: 2023, 2022] [added: 2023] and [removed: 2021.] [added: 2022.] |

| ● | For postretirement benefit measurement purposes as of December 31, [removed: 2023,] [added: 2024,] the annual rates of increase in the per capita cost of covered health care were assumed to be [removed: 7.46%] [added: 8.59%] 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: 2034] [added: 2035] and remain at those levels thereafter. |

The unrecognized net losses on our U.S. qualified and non-qualified pension plans increased to [removed: $495] [added: $526] million as of December 31, [removed: 2023] [added: 2024,] from [removed: $412] [added: $495] million as of December 31, [removed: 2022] [added: 2023] (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 [removed: decrease] in the expected return on assets assumption as of December 31, [removed: 2023,] [added: 2024,] on the December 31, [removed: 2023] [added: 2024] defined benefit obligation and [removed: 2024] [added: 2025] expense is shown below, assuming no changes in benefit levels.

| ​ | ​ | Assumption | ​ | Recorded | | | ​ | [removed: 2024] [added: 2025] | | |

| Discount rate | | \-.25 pts | [removed: ​] | ​ | [removed: $37.7] [added: $2.0] | ​ | [removed: ​] | ​ | [removed: $2.9] [added: $-] | ​ |

| Expected return on assets | | \-.25 pts | ​ | ​ | N/A | ​ | ​ | ​ | [removed: (4.7)] [added: 4.6] | ​ |

| Discount rate | | \-.25 pts | [added: ​] | ​ | [removed: $2.3] [added: $33.5] | ​ | [added: ​] | ​ | [removed: $-] [added: $2.5] | ​ |

The Internal Revenue Service (“IRS”) has completed examinations of our U.S. federal income tax returns through [removed: 2016] [added: 2018] and the years [removed: 2017] [added: 2019] through 2020 are currently under audit.

Our gross liability for unrecognized tax benefits was [removed: $24.2] [added: $34.1] million and [removed: $24.9] [added: $24.2] million as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

We review our long-lived and amortizable intangible assets, the net value of which was [added: $6.5 billion and] $6.3 billion as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023, respectively,] for impairment when significant events or changes in business circumstances indicate that the carrying amount of the assets may not be recoverable.

We had total goodwill of [removed: $8.1] [added: $7.9] billion and [removed: $8.0] [added: $8.1] billion as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

Our reporting units are our [removed: ten] [added: eight] operating segments.

For our annual [removed: 2023] [added: 2024] goodwill impairment assessment, we completed our impairment assessment for our [removed: ten] [added: eight] reporting units using discounted cash flow analyses that incorporated assumptions regarding future growth rates, terminal values and discount rates.

Our goodwill impairment assessments for [removed: 2023] [added: 2024] indicated the estimated fair values of each of these [removed: ten] [added: eight] reporting units exceeded the carrying amounts of the respective reporting units by a significant margin.

No events were noted during the second half of [removed: 2023] [added: 2024] that required completion of an interim goodwill impairment assessment in the second half of [removed: 2023] [added: 2024] for any of our [removed: ten] [added: eight] reporting units.

For our annual [removed: 2023] [added: 2024] indefinite life intangible asset impairment assessment, we completed our impairment assessment of the Nalco trade name using the relief from royalty discounted cash flow method, which incorporates assumptions regarding future sales projections, royalty rates and discount rates.

Our Nalco tradename impairment assessment for [removed: 2023] [added: 2024] indicated the estimated fair value of the Nalco trade name exceeded its $1.2 billion carrying amount by a significant margin.

No events were noted during the second half of [removed: 2023] [added: 2024] that required completion of an interim impairment assessment of our Nalco trade name in the second half of [removed: 2023.][added: 2024.]

The remaining sales to ChampionX are recorded in product and equipment sales in the Global Industrial segment along with the related cost of sales.

Further, due to the sale of the global surgical solutions business on August 1, 2024, we have excluded the results of the business for August through December 2023 from these organic measures for the year ended December 31, 2023 to remain comparable to the corresponding period in 2024.

Effective January 1, 2024, the former Textile Care and Colloidal Technologies Group (“CTG”) operating segments are now part of the Water operating segment which continues to remain in the Global Industrial reportable segment.

Additionally, the Pest Elimination operating segment, formerly aggregated with the Textile Care and CTG operating segments within Other, is now reported as the stand-alone Global Pest Elimination reportable segment.

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

After these changes, we have eight operating segments.

In 2024, we delivered record sales, operating income margin, free cash flow, and adjusted diluted earnings per share.

Adjusted diluted EPS, which excludes the impact of special (gains) and charges and discrete tax items increased 28% to $6.65 in 2024 compared to $5.21 in 2023 which reflected solid organic sales growth, lower delivered product costs and continued investments in the business.

| ​ | ​ | Assumption | ​ | Recorded | | | ​ | 2025 | | |

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

Our adjusted gross margin increased when comparing 2024 against 2023 reflecting strong value pricing and lower delivered product costs.

The increased SG&A ratio (SG&A expenses as a percentage of reported net sales) comparing 2024 against 2023 was driven by growth-oriented investments in the business which was partially offset by sales productivity.

| One Ecolab | ​ | ​ | $1.9 | ​ | ​ | ​ | $- | ​ | ​ | ​ | $- | ​ |

| Other restructuring | ​ | | 3.4 | ​ | ​ | | 22.5 | ​ | ​ | ​ | 21.4 | ​ |

| One Ecolab | ​ | ​ | 98.3 | ​ | ​ | ​ | \- | ​ | ​ | ​ | \- | ​ |

| Sale of global surgical solutions business | ​ | ​ | (340.3) | ​ | ​ | ​ | 10.3 | ​ | ​ | ​ | \- | ​ |

| Other | ​ | | 18.7 | ​ | ​ | | 21.8 | ​ | ​ | ​ | 40.2 | ​ |

One Ecolab

On July 30, 2024, we announced the One Ecolab initiative, which will enhance our growth and margin expansion journey.

As a program within this initiative, we also announced that we commenced a restructuring plan to leverage our digital technologies to realign the functional work done in many countries into global centers of excellence.

We anticipate restructuring costs of $175 million ($136 million after tax) or $0.47 per diluted share and special charges of $50 million ($39 million after tax) or $0.14 per diluted share by the end of 2027.

We anticipate that the restructuring costs will primarily be cash expenditures for severance costs relating to team reorganization.

In anticipation of this One Ecolab initiative, a limited number of actions were taken in the first and second quarter of 2024.

As a result, we reclassified $5.3 million ($4.0 million after tax) or $0.01 per diluted share from other restructuring to One Ecolab in the third quarter of 2024.

In 2024 we recorded restructuring charges of $76.5 million ($59.0 million after tax), or $0.21 per diluted share primarily related to severance and professional services.

In addition, we recorded non-restructuring special charges of $23.7 million ($17.9 million after tax), or $0.06 per diluted share in 2024 primarily related to professional services.

The net restructuring liability related to the One Ecolab initiative was $54.9 million as of December 31, 2024.

Other restructuring

certain open positions, and facility closures.

We reclassified $5.3 million ($4.0 million after tax) or $0.01 per diluted share from the combined restructuring program to other restructuring activities in the second quarter of 2024.

During 2024, we recorded restructuring charges of $10.6 million ($8.0 million after tax), or $0.03 per diluted share related to an immaterial restructuring plan approved in the second quarter.

This plan became part of the One Ecolab initiative in the third quarter.

Sale of global surgical solutions business

On April 27, 2024, we reached a definitive agreement to sell our global surgical solutions business, which closed on August 1, 2024.

During 2024 we recorded a gain on sale of $355.9 million ($257.7 million after tax) or ($0.90) per diluted share, as described in Note 4.

Excluding the gain on sale, we recorded charges of $15.6 million ($12.0 million after tax) or $0.05 per diluted share in 2024, which are primarily related to professional fees to support the sale.

During 2023 we recorded charges of $10.3 million ($7.7 million after tax) or $0.03 per diluted share, primarily related to professional fees to support the sale.

Excluding the impacts of special (gains) and charges, 2024 adjusted operating income increased 23% as strong value pricing, lower delivered product costs, and higher volumes were partially offset by investments in the business.

Other (income) expense decreased when comparing 2024 against 2023 primarily due to higher pension costs.

The decrease in net interest expense when comparing 2024 against 2023 was driven primarily by lower interest expense from the repayment of our January 2024 note and the impact from higher interest income earned on cash balances driven by strong free cash flows and proceeds from the sale of the global surgical solutions business.

​

Purolite acquisition

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

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

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

Purolite is reported within our Life Sciences operating segment.

Acquisition and integration charges are recorded within special (gains) and charges.

The 2021 impacts of the Purolite acquisition including operating results, acquisition-related amortization and interest expense related to the transaction were also excluded from 2021 adjusted results.

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.

Our strong pricing offset continued delivered product cost increases.

Adjusted diluted EPS, which excludes the impact of special (gains) and charges and discrete tax items increased 16% to $5.21 in 2023 compared to $4.49 in 2022 as our strong operating income performance was partially offset by foreign currency translation and increases in interest expense.

*​*

We evaluate 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.

| 2021 impact of Purolite on net sales | ​ | ​ | \- | ​ | ​ | ​ | \- | ​ | ​ | ​ | 12.0 | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Non-GAAP adjusted net sales | ​ | ​ | 15,320.2 | ​ | ​ | ​ | 14,187.8 | ​ | ​ | ​ | 12,721.1 | ​ | ​ | 8 | % | ​ | 12 | % |

| 2021 impact of Purolite on COS | ​ | \- | ​ | ​ | ​ | ​ | ​ | ​ | \- | ​ | ​ | ​ | ​ | ​ | ​ | 7.6 | ​ | ​ | ​ | ​ |

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

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

| Restructuring activities | ​ | | $22.5 | ​ | ​ | | $21.4 | ​ | ​ | ​ | $24.7 | ​ |

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

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

| Russia/Ukraine | ​ | ​ | 1.4 | ​ | ​ | ​ | 5.9 | ​ | ​ | ​ | \- | ​ |

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

Restructuring Activities

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

_Institutional Advancement Program_

We approved a restructuring plan in 2020 focused on the Institutional business (“the Institutional Plan”) which is intended to enhance our Institutional sales and service structure and allow the sales team to capture share and penetration while maximizing service effectiveness by leveraging our ongoing investments in digital technology.

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.

_Accelerate 2020_

During 2018, we formally commenced a restructuring plan Accelerate 2020 (“the A2020 Plan”), to leverage technology and system investments and organizational changes.

The goals of the A2020 Plan were to further simplify and automate processes and tasks, reduce complexity and management layers, consolidate facilities and focus on key long-term growth areas by further leveraging technology and structural improvements.

We recorded restructuring charges of $9.9 million ($8.4 million after tax) or $0.03 per diluted share and $5.3 million ($6.2 million after tax) or $0.02 per diluted share in 2022 and 2021, respectively.

The restructuring activities were completed at the end of 2022, with total costs of $254.4 million ($198.4 million after tax), or $0.69 per diluted share.

The liability related to the A2020 Plan was $4.9 million and $18.1 million as of December 31, 2023 and 2022, respectively.

The A2020 Plan has delivered $315 million of annual cost savings.

During 2022 and 2021, we incurred restructuring charges of $23.8 million ($17.9 million after tax), or $0.06 per diluted share and $18.7 million ($17.0 million after tax), or $0.06 per diluted share, respectively, related to other immaterial restructuring activity.

Building on a century of innovation, we have annual sales of [removed: $15] [added: $15.7] billion, employ [removed: more than] [added: approximately] 48,000 associates and sell to customers in more than 170 countries around the world.

We pursue a [removed: “Circle] [added: “One Ecolab” enterprise selling strategy, built on] the [removed: Customer] [added: legacy of 'circle the customer] – [removed: Circle] [added: circle] the [removed: Globe” strategy by providing] [added: globe', where we provide] an array of innovative programs, products and services designed to meet the specific operational and sustainability needs of our customers throughout the world.

In [removed: 2022,] [added: 2023,] we helped our customers conserve more than [removed: 219] [added: 226] billion gallons of water and avoid more than [removed: 3.6] [added: 3.8] 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: 2023,] [added: 2024,] which are located in Item 8 of Part II of this Form 10-K.

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

Through our EcoSure [removed: Food Safety Management] [added: Brand Protection] business, Institutional also provides customized on-site evaluations, training and quality assurance services to foodservice [added: and hospitality] operations.

We believe we are one of the leading suppliers of cleaning and sanitizing products to the global QSR market and [removed: a leading supplier of cleaning and sanitizing products to] the global food retail market.

Healthcare provides infection prevention [removed: and surgical] solutions to acute care hospitals, surgery centers and medical device Original Equipment Manufacturers (“OEM”).

Healthcare’s proprietary infection prevention [removed: and surgical] solutions (hand hygiene, hard surface disinfection, digital monitoring [removed: systems, instrument cleaning, patient drapes, equipment drapes and surgical fluid warming] [added: systems] and [removed: cooling systems)] [added: instrument cleaning)] are sold primarily under the [removed: "Ecolab," "Microtek,"] [added: "Ecolab"] and “Anios” brand names to various departments within the acute care environment (Infection Control, Environmental Services, Central Sterile and Operating Room).

We believe we are one of the leading suppliers of infection prevention [removed: and surgical] solutions in the United States and Europe.

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

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

The businesses in our Global Institutional & Specialty [removed: reportable segment] and [removed: Other] [added: Global Pest Elimination reportable segments] have two significant classes of competitors.

Additionally, although we have a diverse customer base and no customer or distributor constituted 10 percent or more of our consolidated revenues in [removed: 2023, 2022] [added: 2024, 2023] or [removed: 2021,] [added: 2022,] 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 [removed: 12%, 12%, and 10%] [added: 12%] of consolidated net sales in [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021, respectively.][added: 2022.]

Approximately [removed: 42%] [added: 44%] of the employees are employed in North America, [removed: 20%] [added: 21%] in Europe, [removed: 7% in Asia Pacific, 17%] [added: 12%] in Latin America, [removed: 7%] [added: 8%] in [added: Asia Pacific, 8% in] India, Middle East and Africa, and 7% in Greater China.

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

We own and license a number of patents, trademarks and other intellectual [removed: property, including intellectual property from our recent acquisition of Purolite.][added: property.]

[added: 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: 2023,] [added: 2024,] the impact on our consolidated net income of our joint ventures, in the aggregate, was approximately three percent.

TSCA: The nation’s primary chemicals management law, the Toxic Substances Control Act (“TSCA”), was updated [removed: for the first time in 40 years] with the passage of the Frank R.

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

[added: 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.

As of [removed: 2023,] [added: 2024,] most countries in which we operate have adopted or are expected to adopt GHS-related legislation.

Medical [removed: Device and] [added: Device,] Drug [added: and Cosmetic] Product Requirements: As a manufacturer, distributor and marketer of medical devices and human drugs, we also are subject to regulation by the FDA and corresponding regulatory agencies of the state, local and foreign governments in which we sell our products.

[removed: We also] [added: | | ● | In the United States, we] are required to register with the FDA as a medical [removed: device and] [added: device,] drug [added: and cosmetic] manufacturer, comply with post-market reporting (e.g., Adverse Event Reporting, MDR and Recall) requirements, and to comply with the FDA’s current Good Manufacturing Practices and [removed: Quality System Regulations] [added: Good Practice Guidelines (“GxPs”),] which [removed: require] [added: ensure] that [removed: we have a quality system for the design and production of our] products [removed: intended for commercial distribution in the United States] [added: are consistently produced] and [removed: satisfy recordkeeping requirements with respect] [added: controlled according] to [removed: our manufacturing, testing] [added: quality standards] and [removed: control activities.][added: must be approved by the competent authorities. |]

[added: | | ● |] Countries in the [removed: European Union] [added: 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 [removed: Directive 93/42/EEC, Medical Device] Regulation (EU) 2017/745 (“MDR”), and ISO 13485). [added: We have CE mark approval to sell various medical devices. Implementation of the MDR has required additional investments, including system, product, process, technical file and product improvements. Additionally, pharmaceutical products in the EU must comply with regulations such as the GxP guidelines. |]

[removed: European operations also] [added: | | ● | Non-EU export markets] are [added: also] subject to government regulation and country-specific rules and regulations. [added: |]

Our capital expenditures for environmental, health and safety projects worldwide were approximately [removed: $46] [added: $56] million in [removed: 2023, $35] [added: 2024, $46] million in [removed: 2022] [added: 2023] and [removed: $28] [added: $35] million in [removed: 2021.][added: 2022.]

Approximately [removed: $51] [added: $60] million has been budgeted globally for projects in [removed: 2024.][added: 2025.]

Climate Change: Various laws and regulations [removed: pertaining to] [added: addressing] climate change [removed: have been implemented or] are being [added: implemented or] considered [removed: for implementation] at [removed: the] international, national, [removed: regional] [added: regional,] and state levels, particularly [removed: as they relate to the reduction of] [added: focusing on reducing] greenhouse gas (“GHG”) emissions.

[removed: These include] [added: Notable] regulations [removed: passed by the State of California in] [added: include California's] 2023 [removed: relating to] GHG [added: emissions reporting regulations addressing] emissions, climate-related [removed: risk,] [added: risks,] and [removed: emissions] reduction claims, [removed: proposed regulations introduced by the SEC in March 2022 relating to climate change disclosure,] and the European Commission’s Corporate Sustainability Reporting Directive, which [removed: came into force on] [added: became effective] January 2024 and [removed: applies] [added: is applicable] to both EU and certain non-EU companies with a phased introduction.

Ecolab recognizes that climate change [removed: poses potential] [added: presents both] risks [removed: to] and [removed: creates potential opportunities for our organization.][added: opportunities.]

[removed: Climate-related] [added: We assess climate-related] risks [removed: are assessed] within our Enterprise Risk Management [removed: process and Annual Business Significance Risks Assessment, which is] [added: process,] aligned with [removed: recommendations of] the Financial Stability [removed: Board (“FSB”)] [added: Board’s] Task Force on Climate-related Financial Disclosures [removed: (“TCFD”).][added: (“TCFD”) recommendations.]

[removed: We report] [added: Our] TCFD disclosures [added: are available] in our annual CDP Climate report [removed: located] on our website.

[removed: Ecolab] [added: We] also [removed: evaluates] [added: evaluate] potential water-related risks in our [removed: direct operations that may be exacerbated by climate change and discloses] [added: operations, disclosing] the results in our [removed: Corporate Responsibility] [added: Growth and Impact] Report.

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

As a [removed: matter of] corporate policy, we support a balanced approach to reducing GHG emissions while sustaining economic growth.

[removed: To further our climate commitment, in 2019] [added: In 2019,] we announced [removed: new] goals to reduce [removed: our] operational GHG emissions by half by 2030 and achieve net zero by 2050, in alignment with the [removed: United Nations] [added: UN] Global Compact’s Business Ambition for [removed: 1.5⁰C.][added: 1.5°C.]

In 2020, we further committed to [removed: attempt to] move to 100% renewable energy by 2030 and set a science-based target (“SBT”) [removed: addressing our] [added: for] Scope 1, [removed: 2] [added: 2,] and 3 GHG [removed: emissions, and in 2022 we committed to submitting our net zero target to the Science Based Targets initiative (“SBTi”) for formal validation.][added: emissions.]

Global Pest Elimination

This reportable segment consists of the Pest Elimination operating segment.

As of December 31, 2024, Ecolab employed approximately 48,000 employees.

The largest component of our workforce is more than 25,000 sales and service employees.

Our innovation efforts are supported by approximately 3,000 research, development, engineering and digital experts.

We believe that Ecolab’s century-long growth, innovation and high performance have benefited from a workplace where individuals from all backgrounds are encouraged to reach their full potential.

_Workplace Culture:_ With approximately 48,000 associates in more than 170 countries, Ecolab representatives engage daily with a diverse range of colleagues, customers, and communities.

We are committed to developing a culture where all voices are heard and equitable employment opportunities are available to everyone.

To sustain our success, we work to embed our values of inclusivity and engagement throughout our people processes, including recruitment, retention and development.

As the agency continues to review existing chemistries, the likelihood that substances manufactured, imported, or processed by Ecolab may be subject to additional testing costs and/or risk management decisions is increasing.

Future EPA risk evaluation decisions may result in the reduction or elimination of future uses for some products.

We are also implementing updates, where applicable, of GHS revisions in countries where it is already present (e.g., US, Canada, Malaysia, Singapore).

| | ● | In Australia, products must comply with the regulations set by the Therapeutic Goods Administration (“TGA”). Medical devices must be included in the Australian Register of Therapeutic Goods (“ARTG”) and meet the Essential Principles for safety and performance. Therapeutic goods, including drugs and cosmetics, must adhere to specific standards and regulatory frameworks for safety, quality, efficacy, labelling, and claims. |

We continue to monitor and evaluate these regulations and incorporate reporting and disclosure obligations as appropriate.

Since our first TCFD-aligned climate risk assessment in 2021, we have continued to review and adapt our strategies to manage climate risks and leverage opportunities for customer impact.

We have established climate related goals to further our commitment.

In 2024, our net zero target for Science Based Targets initiative (“SBTi”) validation was

approved, including a near term Scope 3 target.

Our near-term SBT aims to reduce absolute Scope 1 and 2 emissions by 50% from 2018 levels, and Scope 3 emissions by 25% from 2022 levels, by 2030.

In 2023, we invested $63 million and $5.7 million in capital and operating environmental program expenses, respectively.

These reductions are calculated using direct measurements (such as meter readings and utility reports for water) and best-practice methodologies, with 2018 as the baseline year.

Our 2030 goals include: customer GHG emissions reduction of 6.0 million metric tons; water stewardship to restore over 50% of our water withdrawal and achieve Alliance for Water Stewardship Standard certification in high-risk watersheds; and water conservation to reduce net water withdrawals by 40% per unit of production and help customers conserve over 300 billion gallons of water annually.

| ​ | ​ | ​ | ​ | Executive Vice President, General Counsel, Secretary and Interim Chief Compliance Officer | ​ | June 2024 – Jan. 2025 |

| ​ | ​ | ​ | ​ | Senior Vice President, Chief Compliance Officer and Interim General Counsel | ​ | May 2024 – June 2024 |

| ​ | ​ | ​ | ​ | Interim General Counsel and Assistant Secretary | ​ | Apr. 2024 – May 2024 |

| ​ | ​ | ​ | ​ | Sector General Counsel, Institutional and International Markets | ​ | Feb. 2023 – Apr. 2024 |

| ​ | ​ | ​ | ​ | Sector General Counsel, Institutional and Specialty | ​ | Jan. 2021 – Jan. 2023 |

| ​ | ​ | ​ | ​ | Associate General Counsel, Institutional | ​ | Jan. 2020 – Dec. 2021 |

| ​ | ​ | ​ | ​ | Senior Vice President – Strategy Institutional Group | ​ | Mar. 2024 – Dec. 2024 |

| ​ | ​ | ​ | ​ | Senior Vice President & General Manager – Institutional Europe | ​ | May 2022 – Feb. 2024 |

| ​ | ​ | ​ | ​ | Vice President Global & Corporate Accounts – Institutional Europe | ​ | May 2021 – Apr. 2022 |

| ​ | ​ | ​ | ​ | Vice President Field Sales Europe – Institutional Division | ​ | Jan. 2020 – Apr. 2021 |

(2) Prior to joining Ecolab in November 2024, Ms. Saluja was employed by Eaton Corporation plc, a power management company, as Senior Vice President, Corporate Development and Planning from 2013 until 2024.

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

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

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

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

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

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

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

Purolite is reported within our Life Sciences operating segment.

Operating segments that were not aggregated and do not exceed the quantitative criteria to be separately reported have been combined into Other.

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

With the Lobster Ink business, Institutional provides our customers with end-to-end digital training solutions designed to drive corrective actions and optimal frontline execution.

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

Other

Other consists of the Pest Elimination, Textile Care and Colloidal Technologies Group operating segments.

These operating segments do not meet the quantitative criteria to be separately reported.

We disclose these operating segments within Other as we consider the information useful in understanding our consolidated results.

Textile Care

Textile Care provides products and services that manage the entire wash process through custom designed programs, premium products, dispensing equipment, water and energy management and reduction, and real time data management for large scale, complex commercial laundry operations including uniform rental, hospitality, linen rental and healthcare laundries.

Textile Care’s programs are designed to meet our customers’ needs for exceptional cleaning, while extending the useful life of linen and reducing our customers’ overall operating costs.

Products and programs are marketed primarily through our field sales employees and, to a lesser extent, through distributors.

We believe we are one of the leading global suppliers in the laundry markets in which we compete.

Colloidal Technologies Group

The Colloidal Technologies Group (“CTG”) produces and sells colloidal silica, which is comprised of nano-sized particles of silica in water.

These products and associated programs are used primarily for binding and polishing applications.

CTG serves customers across various industries, including semiconductor manufacturing, catalyst manufacturing, chemicals and aerospace component manufacturing.

CTG incorporates strong collaboration with customers to develop customized solutions that meet the technical demands of their operations.

Our silica-based applications are widely used for polishing of silicon wafers, semiconductor substrates and the precision surface finishing of optics, watch crystals and other glass components.

We offer a variety of silica-based particles that can be used as binders in heterogeneous catalyst systems and as silica nutrients for manufacturing specialty zeolites.

Our silica products are used worldwide as a binder for precision investment casting slurries, which ultimately facilitate the manufacture of near net-shape metal parts such as turbine blades and golf club heads.

Our products are sold primarily by our corporate account employees.

We believe we are one of the leading global suppliers of colloidal silica.

As of December 31, 2023, Ecolab employed approximately 48,000 employees, including approximately 26,000 sales and service and 1,100 research, development, and engineering employees.

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

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

_Diversity, Equity, and Inclusion:_ We have a long-standing belief that a diverse, equitable, and inclusive workforce is a 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 our people processes, including in the areas of recruitment, retention, and development.

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

We review with the Council, senior executives and business leads key metrics and practices, including diverse representation of backgrounds and experiences, along with many aspects of our recruiting and retention practices.

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

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

| | ● | Patents related to our TRASAR and 3D TRASAR technology, which are material to our Global Industrial reportable segment. U.S. and foreign patents protect aspects of our key TRASAR and 3D TRASAR technology until at least 2024. |

Healthcare purchases plastic films and parts to manufacture medical devices that serve the surgical and infection prevention markets.

Key disciplines include analytical and formulation chemistry, microbiology,

In accordance with 17 CFR § 229.103(c)(iii)(3), we have established a threshold of $1 million for reporting potential monetary sanctions relating to administrative or judicial proceedings brought by a governmental authority under any Federal, State, or local provisions that have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment.

We have no such proceedings exceeding this threshold to report.

| For the fiscal year ended December 31, [removed: 2023] [added: 2024] | |

Aggregate market value of voting and non-voting common equity held by non-affiliates of registrant on June 30, [removed: 2023,] [added: 2024,] the last business day of the Registrant’s most recently completed second fiscal quarter: [removed: $53,175,318,295] [added: $58,992,719,690] (see Item 12, under Part III hereof), based on a closing price of registrant’s Common Stock of [removed: $186.69] [added: $238.00] per share.

The number of shares of registrant’s Common Stock, par value $1.00 per share, outstanding as of January 31, [removed: 2024: 285,513,155] [added: 2025: 282,997,058] shares.

Portions of the registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held May [removed: 2, 2024,] [added: 8, 2025,] and to be filed within 120 days after the registrant’s fiscal year ended December 31, [removed: 2023] [added: 2024] (hereinafter referred to as “Proxy Statement”), are incorporated by reference into Part III.

For the Year Ended December 31, [removed: 2023][added: 2024]

| ​ | [Item 1B. Unresolved Staff Comments.](#Item1BUnresolved_831539) | [removed: 21] [added: 22] |

| ​ | [Item 1C. [removed: Cybersecurity.](#Item1CCybersecurity)] [added: Cybersecurity.](#Item1C_Cybersecurity)] | [removed: 21] [added: 22] |

| ​ | [Item 2. Properties.](#Item2Properties_698966) | [removed: 23] [added: 24] |

| ​ | [Item 3. Legal Proceedings.](#Item3Legal_229207) | [removed: 23] [added: 24] |

| ​ | [Item 4. Mine Safety Disclosures.](#Item4Mine_899042) | [removed: 23] [added: 24] |

| ​ | [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.](#Item5Market_693030) | [removed: 24] [added: 25] |

| ​ | [Item 6. \[Reserved\].](#Item6Reserved) | [removed: 24] [added: 25] |

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

| ​ | [Item 8. Financial Statements and Supplementary Data.](#Item8Financial_929330) | [removed: 47] [added: 48] |

| ​ | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.](#Item9Changes_36116) | [removed: 93] [added: 98] |

| ​ | [Item 9A. Controls and Procedures.](#Item9AControls_983338) | [removed: 93] [added: 98] |

| ​ | [Item 9B. Other Information](#Item9BOtherInformation). | [removed: 93] [added: 98] |

| ​ | [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.](#Item9CDisclosureRegardingForeignJurisdic) | [removed: 93] [added: 98] |

| ​ | [Item 10. Directors, Executive Officers and Corporate Governance.](#Item10Directors_332886) | [removed: 94] [added: 99] |

| ​ | [Item 11. Executive Compensation.](#Item11Executive_6722) | [removed: 94] [added: 99] |

| ​ | [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.](#Item12Security_61479) | [removed: 94] [added: 99] |

| ​ | [Item 13. Certain Relationships and Related Transactions, and Director Independence.](#Item13Certain_780095) | [removed: 95] [added: 99] |

| ​ | [Item 14. Principal Accounting Fees and Services.](#Item14Principal_569622) | [removed: 95] [added: 99] |

| ​ | [Item 15. Exhibit and Financial Statement Schedules.](#Item15Exhibits_78834) | [removed: 96] [added: 100] |

| ​ | [Item 16. Form 10-K Summary.](#Item16Form10KSummary) | [removed: 102] [added: 106] |

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

None.

We have no unresolved comments from the staff of the Securities and Exchange Commission.

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

Ecolab’s ISSC, chaired by our [removed: CISO] [added: CISO,] meets as needed.

The Committee is comprised of executive leaders including the [removed: Chief Information Officer (“CIO”), Chief] [added: Executive Vice President and General Manager - Ecolab] Digital [removed: Officer,] [added: (“EVP & GM Digital”), the Senior Vice President IT Enterprise Operations, the] Chief Operating Officer, [added: the] Chief Financial Officer, [added: the] Chief [removed: Technology] [added: Technical] 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 [removed: Enterprise] [added: Global] Business [removed: Solutions,] [added: Transformation,] and the Vice President Internal Audit.

The Board [added: receives an overview from our EVP & GM Digital] and the Audit Committee [removed: each receive an overview] [added: receives reports] from our [removed: CIO and] CISO regarding our cybersecurity threat risk management and strategy processes.

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, [removed: CIO,] [added: EVP & GM Digital,] 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 [removed: her] [added: his] team, takes steps to promptly assess and address the incident, including engaging third parties according to pre-established guidelines.

Our CISO, who holds a CISO certification, has been our CISO since 2024 and has more than 25 years of information systems experience in total, including in the financial services and defense sectors and the U.S. military, as well as serving in information security and other information technology leadership positions at Ecolab since 2017.

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.

We operate 32 manufacturing facilities in 14 states in the U.S. Internationally, we operate [removed: 68] [added: 67] manufacturing facilities in [removed: 38] [added: 37] countries.

Our [removed: Purolite business] [added: Life Sciences operating segment] maintains leased and owned facilities in the greater King of Prussia, PA area for administrative functions, and research and development.

​

On January 31, [removed: 2024,] [added: 2025,] we had [removed: 4,797] [added: 4,561] holders of record of our Common Stock.

| Period | ​ | shares purchased [removed: (1)] | ​ | per share [removed: (2)] | | ​ | plans or programs [removed: (3)] [added: (1)] | ​ | plans or programs [removed: (3)] [added: (1)] | |

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

| October 1-31, 2024 | | \- | ​ | ​ | $- | ​ | \- | | 8,781,585 | ​ |

| November 1-30, 2024 | | \- | ​ | ​ | \- | ​ | \- | | 8,781,585 | ​ |

| December 1-31, 2024 | | \- | ​ | ​ | \- | ​ | \- | | 8,781,585 | ​ |

| Total | | \- | ​ | ​ | $- | | \- | | 8,781,585 | ​ |

| 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 | ​ |

| (1) | Includes 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. |

| --- | --- |

| (2) | The average price paid per share includes brokerage commissions associated with publicly announced plan purchases plus the value of such other reacquired shares. |

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: 2023.][added: 2024.]

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: 2023] [added: 2024] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in _Internal Control - Integrated Framework_ (2013) issued by the COSO.

As described in Note 16 to the consolidated financial statements, the Company’s projected benefit obligations for U.S. pension plans was [removed: $1,859.5] [added: $1,790.6] million as of December 31, [removed: 2023,] [added: 2024,] 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 [added: by] actuaries in their valuation method and calculations.

| (millions, except per share amounts) | ​ | [removed: 2023] [added: 2024] | | | ​ | [removed: 2022] [added: 2023] | | ​ | [removed: 2021] [added: 2022] | |

| Product and equipment sales | ​ | ​ | [removed: $12,316.8] [added: $12,473.6] | ​ | ​ | ​ | [removed: $11,446.2] [added: $12,316.8] | ​ | ​ | [removed: $10,153.3] [added: $11,446.2] |

| Service and lease sales | ​ | ​ | [removed: 3,003.4] [added: 3,267.8] | ​ | ​ | ​ | [removed: 2,741.6] [added: 3,003.4] | ​ | ​ | [removed: 2,579.8] [added: 2,741.6] |

| Net sales | ​ | ​ | [removed: 15,320.2] [added: 15,741.4] | ​ | ​ | ​ | [removed: 14,187.8] [added: 15,320.2] | ​ | ​ | [removed: 12,733.1] [added: 14,187.8] |

| Product and equipment cost of sales | ​ | ​ | [removed: 7,389.2] [added: 6,990.0] | ​ | ​ | ​ | [removed: 7,212.8] [added: 7,389.2] | ​ | ​ | [removed: 6,100.9] [added: 7,212.8] |

| Service and lease cost of sales | ​ | ​ | [removed: 1,765.7] [added: 1,909.7] | ​ | ​ | ​ | [removed: 1,618.2] [added: 1,765.7] | ​ | ​ | [removed: 1,514.9] [added: 1,618.2] |

| Cost of sales (including special charges (a)) | ​ | ​ | [removed: 9,154.9] [added: 8,899.7] | ​ | ​ | ​ | [removed: 8,831.0] [added: 9,154.9] | ​ | ​ | [removed: 7,615.8] [added: 8,831.0] |

| Selling, general and administrative expenses | ​ | ​ | [removed: 4,061.6] [added: 4,228.2] | ​ | ​ | | [removed: 3,653.8] [added: 4,061.6] | ​ | | [removed: 3,416.1] [added: 3,653.8] |

| Special (gains) and charges | ​ | ​ | [removed: 111.4] [added: (188.9)] | ​ | ​ | | [removed: 140.5] [added: 111.4] | ​ | | [removed: 102.6] [added: 140.5] |

| Operating income | ​ | ​ | [removed: 1,992.3] [added: 2,802.4] | ​ | ​ | | [removed: 1,562.5] [added: 1,992.3] | ​ | | [removed: 1,598.6] [added: 1,562.5] |

| Other (income) expense (b) | ​ | ​ | [removed: (59.9)] [added: (51.3)] | ​ | ​ | ​ | [removed: (24.5)] [added: (59.9)] | ​ | ​ | [removed: (33.9)] [added: (24.5)] |

| Interest expense, net [removed: (c)] | ​ | ​ | [removed: 296.7] [added: 282.5] | ​ | ​ | ​ | [removed: 243.6] [added: 296.7] | ​ | ​ | [removed: 218.3] [added: 243.6] |

| Income before income taxes | ​ | ​ | [removed: 1,755.5] [added: 2,571.2] | ​ | ​ | | [removed: 1,343.4] [added: 1,755.5] | ​ | | [removed: 1,414.2] [added: 1,343.4] |

| Provision for income taxes | ​ | ​ | [removed: 362.5] [added: 439.3] | ​ | ​ | | [removed: 234.5] [added: 362.5] | ​ | | [removed: 270.2] [added: 234.5] |

| Net income including noncontrolling interest | ​ | ​ | [removed: 1,393.0] [added: 2,131.9] | ​ | ​ | ​ | [removed: 1,108.9] [added: 1,393.0] | ​ | ​ | [removed: 1,144.0] [added: 1,108.9] |

| Net income attributable to noncontrolling interest | ​ | ​ | [removed: 20.7] [added: 19.5] | ​ | ​ | ​ | [removed: 17.2] [added: 20.7] | ​ | ​ | [removed: 14.1] [added: 17.2] |

| Net income attributable to Ecolab | ​ | ​ | [removed: $1,372.3] [added: $2,112.4] | ​ | ​ | ​ | [removed: $1,091.7] [added: $1,372.3] | ​ | ​ | [removed: $1,129.9] [added: $1,091.7] |

| Basic | ​ | ​ | $ [removed: 4.82] [added: 7.43] | ​ | ​ | ​ | $ [removed: 3.83] [added: 4.82] | ​ | ​ | $ [removed: 3.95] [added: 3.83] |

| Diluted | ​ | ​ | $ [removed: 4.79] [added: 7.37] | ​ | ​ | ​ | $ [removed: 3.81] [added: 4.79] | ​ | ​ | $ [removed: 3.91] [added: 3.81] |

| Basic | ​ | ​ | [removed: 285.0] [added: 284.3] | ​ | ​ | | [removed: 285.2] [added: 285.0] | ​ | | [removed: 286.3] [added: 285.2] |

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

| (a) | Cost of sales includes special (gains) and charges of [added: $5.3 in 2024,] $14.5 in 2023, [added: and] $65.0 in 2022, [removed: and $91.9 in 2021,] which is recorded in product and equipment cost of sales. Cost of sales includes special (gains) and charges of $8.0 in [removed: 2023, $4.9 in 2022] [added: 2023] and [removed: $2.0] [added: $4.9] in [removed: 2021,] [added: 2022,] which is recorded in service and lease cost of sales. |

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

| (millions) | | ​ | [removed: 2023] [added: 2024] | | | ​ | [removed: 2022] [added: 2023] | | ​ | [removed: 2021] [added: 2022] | | ​ |

| Net income including noncontrolling interest | ​ | ​ | ​ | [removed: $1,393.0] [added: $2,131.9] | ​ | ​ | ​ | [removed: $1,108.9] [added: $1,393.0] | ​ | ​ | [removed: $1,144.0] [added: $1,108.9] | ​ |

| Foreign currency translation | | | | [removed: 10.0] [added: (187.1)] | ​ | ​ | | [removed: (333.4)] [added: 10.0] | ​ | | [removed: (10.9)] [added: (333.4)] | ​ |

| [removed: (Loss) gain] [added: Gain (loss)] on net investment hedges | | | | [removed: (73.1)] [added: 52.4] | ​ | ​ | | [removed: 108.3] [added: (73.1)] | ​ | | [removed: 51.6] [added: 108.3] | ​ |

| Total foreign currency translation adjustments | | | | [removed: (63.1)] [added: (134.7)] | ​ | ​ | | [removed: (225.1)] [added: (63.1)] | ​ | | [removed: 40.7] [added: (225.1)] | ​ |

| Derivatives and hedging instruments | | | | [removed: (7.8)] [added: 8.7] | ​ | ​ | | [removed: (1.2)] [added: (7.8)] | ​ | | [removed: 26.0] [added: (1.2)] | ​ |

| Pension and postretirement benefits | | | | [removed: (55.1)] [added: (5.6)] | ​ | ​ | | [removed: 130.3] [added: (55.1)] | ​ | | [removed: 289.7] [added: 130.3] | ​ |

| Subtotal | | | | [removed: (126.0)] [added: (131.6)] | ​ | ​ | | [removed: (96.0)] [added: (126.0)] | ​ | | [removed: 356.4] [added: (96.0)] | ​ |

February 21, 2025

| Gain on sale of global surgical solutions business | ​ | ​ | (381.7) | ​ | ​ | ​ | \- | ​ | ​ | \- | ​ |

| Divestiture of businesses, net of cash divested | ​ | ​ | 889.7 | ​ | ​ | ​ | \- | ​ | ​ | \- | ​ |

| Net income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 2,112.4 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 2,112.4 | ​ | ​ | 19.5 | ​ | ​ | 2,131.9 |

| Cash dividends declared (a) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (670.7) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | (670.7) | ​ | | (15.1) | ​ | | (685.8) |

| Balance, December 31, 2024 | ​ | ​ | $367.8 | ​ | ​ | $7,159.6 | ​ | ​ | $11,517.1 | ​ | ​ | ($1,982.0) | ​ | ​ | ($8,305.2) | ​ | ​ | $8,757.3 | ​ | ​ | $31.9 | ​ | ​ | $8,789.2 |

| Segment change (a) | ​ | ​ | 102.3 | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | 135.6 | ​ | ​ | (237.9) | ​ | ​ | \- | ​ | ​ |

| December 31, 2022 recast | ​ | ​ | 4,184.1 | ​ | ​ | 567.6 | ​ | ​ | 3,125.4 | ​ | ​ | 135.6 | ​ | ​ | \- | ​ | ​ | 8,012.7 | ​ | ​ |

| Current year business combinations (b) | ​ | ​ | 116.2 | ​ | ​ | 6.5 | ​ | ​ | \- | ​ | ​ | 33.9 | ​ | ​ | \- | ​ | ​ | 156.6 | ​ | ​ |

| Divestiture of businesses (d) | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | (305.9) | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | (305.9) | ​ | ​ |

| Effect of foreign currency translation | ​ | ​ | (56.0) | ​ | ​ | (3.3) | ​ | ​ | (32.7) | ​ | ​ | (0.8) | ​ | ​ | \- | ​ | ​ | (92.8) | ​ | ​ |

| December 31, 2024 | ​ | ​ | $4,304.9 | ​ | ​ | $613.2 | ​ | ​ | $2,819.8 | ​ | ​ | $169.4 | ​ | ​ | $- | ​ | ​ | $7,907.3 | ​ | ​ |

| (a) | Relates to reclassifications made to reportable segments in the current year. Effective January 1, 2024, the Company’s former Textile Care and Colloidal Technologies Group (“CTG”) operating segments are now part of the Water operating segment which continues to remain in the Global Industrial reportable segment. Additionally, the Pest Elimination operating segment, formerly aggregated with the Textile Care and CTG operating segments within Other, is now reported as the stand-alone Global Pest Elimination reportable segment. After these changes, the Company has eight operating segments aligned with eight reporting units. Refer to Note 18 for further information. |

| (d) | Represents goodwill associated with the sale of the global surgical solutions business (refer to Note 4 for additional information). |

| --- | --- |

| 2025 | | 293 | ​ |

| 2026 | | 287 | ​ |

| 2029 | | 149 | ​ |

Assets Held for Sale

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

Assets held for sale are measured at the lower of carrying value or fair value less costs to sell.

Any loss resulting from the measurement is recognized in the period the held-for-sale criteria are met.

Gains are not recognized until the date of the sale.

When the disposal group is classified as held for sale, depreciation and amortization for long-lived assets ceases and the Company tests the assets for impairment.

Supplier Finance

In the second quarter of 2024, the Company commenced a voluntary supply chain finance program (the “Program”) to provide certain suppliers with the opportunity to sell receivables due from the Company to a participating financial institution at the sole discretion of both the suppliers and the financial institution.

These participating suppliers negotiate their outstanding receivable arrangements directly with the financial institution, and the Company’s obligation to its suppliers, including amounts due and scheduled payment terms, are not impacted by the Company’s suppliers’ decisions to sell amounts under these arrangements.

All Company payments to participating suppliers are paid to the financial institution on the invoice due date, regardless of whether the individual invoice is sold by the supplier to the financial institution.

The range of payment terms the Company negotiates with its suppliers is consistent, irrespective of whether a supplier participates in the Program.

All outstanding payments owed under the Program are recorded within Accounts payable in the Consolidated Balance Sheets.

The Company accounts for all payments made under the Program as a reduction to operating cash flows in Accounts payable within the Consolidated Statements of Cash Flows.

The amounts owed to a participating financial institution under the Program are not material as of December 31, 2024.

| ASU 2024-03 and ASU 2025-01 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses | ​ | November 2024 | ​ | The amendments in this ASU are intended to improve expense disclosures, primarily by requiring disclosure of disaggregated information about certain income statement expense line items on an annual and interim basis. | ​ | Effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. | ​ | The updates required by this standard should be applied prospectively, but retrospective application is permitted. The Company is currently evaluating the impact of adoption and additional disclosure requirements. | ​ |

| One Ecolab | ​ | ​ | $1.9 | ​ | ​ | ​ | $- | ​ | ​ | ​ | $- | ​ |

| Other restructuring | ​ | | 3.4 | ​ | ​ | | 22.5 | ​ | ​ | ​ | 21.4 | ​ |

| One Ecolab | ​ | ​ | 98.3 | ​ | ​ | ​ | \- | ​ | ​ | ​ | \- | ​ |

| Sale of global surgical solutions business | ​ | ​ | (340.3) | ​ | ​ | ​ | 10.3 | ​ | ​ | ​ | \- | ​ |

| Other | ​ | | 18.7 | ​ | ​ | | 21.8 | ​ | ​ | ​ | 40.2 | ​ |

One Ecolab

*​*

February 23, 2024

| (c) | Interest expense, net includes special charges of $33.1 in 2021. |

| Debt refinancing | ​ | ​ | \- | ​ | ​ | ​ | \- | ​ | ​ | 29.4 | ​ |

| Debt refinancing | ​ | ​ | \- | ​ | ​ | ​ | \- | ​ | ​ | (29.4) | ​ |

| Balance, December 31, 2020 | ​ | ​ | $362.6 | ​ | | $6,235.0 | ​ | | $8,243.0 | ​ | | ($1,994.4) | ​ | | ($6,679.7) | ​ | | $6,166.5 | ​ | | $35.0 | ​ | | $6,201.5 |

| Net income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 1,129.9 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | 1,129.9 | ​ | | 14.1 | ​ | | 1,144.0 |

| Cash dividends declared (a) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (558.4) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | (558.4) | ​ | | (17.0) | ​ | | (575.4) |

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

In December 2021, the Company acquired Purolite for total consideration of $3.7 billion in cash, net of cash acquired.

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

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

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

Purolite is reported within the Company’s Life Sciences operating segment.

Operating segments that were not aggregated and do not exceed the quantitative criteria to be separately reported have been combined into Other.

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

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

| December 31, 2021 | ​ | ​ | $4,270.1 | ​ | ​ | $576.5 | ​ | ​ | $2,974.2 | ​ | ​ | $243.1 | ​ | ​ | $8,063.9 | ​ | ​ |

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

| 2021 | ​ | $239 | ​ |

| 2022 | | 320 | ​ |

| 2025 | | 294 | ​ |

| 2026 | | 281 | ​ |

| 2027 | | 155 | ​ |

| ​ | | ​ | | ​ | | Required | | ​ | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ASU 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers | ​ | October 2021 | ​ | Update to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. | ​ | January 1, 2023 | ​ | The adoption of this standard did not have a significant impact on the Company's financial statements. |

| Restructuring activities | ​ | | $22.5 | ​ | ​ | | $21.4 | ​ | ​ | ​ | $24.7 | ​ |

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

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

| Russia/Ukraine | ​ | ​ | 1.4 | ​ | ​ | ​ | 5.9 | ​ | ​ | ​ | \- | ​ |

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

In connection with the expanded program (“Combined Program”), the Company expects to incur total pre-tax charges of $195 million ($150 million after tax).

_Institutional Advancement Program_

The Company approved a restructuring plan in 2020 focused on the Institutional business (“the Institutional Plan”) which is intended to enhance the Company’s Institutional sales and service structure and allow the sales team to capture share and penetration while maximizing service effectiveness by leveraging the Company’s ongoing investments in digital technology.

Certain activities contemplated in this Institutional Plan were previously approved in 2020 and included as part of Accelerate 2020.

These activities were reclassified to the Institutional Plan.

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

_Accelerate 2020_

During 2018, the Company formally commenced a restructuring plan, Accelerate 2020 (“the A2020 Plan”), to leverage technology and systems investments and organizational changes.

The goals of the A2020 Plan were to further simplify and automate processes and tasks, reduce complexity and management layers, consolidate facilities and focus on key long-term growth areas by further leveraging technology and structural improvements.

As of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] our disclosure controls and procedures were effective.

Refer to page [removed: 47] [added: 48] of this Annual Report for “Management’s Report on Internal Control Over Financial Reporting.”

Refer to page [removed: 48] [added: 49] of this Annual Report for the “Report of Independent Registered Public Accounting Firm.”

During the period October 1, [removed: 2023] [added: 2024] through December 31, [removed: 2023] [added: 2024] 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.

The Company’s Global Insider Trading Policy governs the trading of our securities by our directors, officers, employees, and consultants.

It also requires the Company to comply with all applicable securities and state laws when engaging in transactions in its own securities.

We believe that the policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of the Global Insider Trading Policy is filed as Exhibit 19.1 to this Form 10-K.

| | ● | Director Compensation for [removed: 2023] [added: 2024] |

| | ● | Compensation Tables |

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

| | ● | Compensation Risk Analysis |

| | ● | Summary Compensation Table for 2023 |

| | ● | Grants of Plan-Based Awards for 2023 |

| | ● | Outstanding Equity Awards at Fiscal Year End for 2023 |

| | ● | Option Exercises and Stock Vested for 2023 |

| | ● | Pension Benefits for 2023 |

| | ● | Non-Qualified Deferred Compensation for 2023 |

| | ● | Potential Payments Upon Termination or Change in Control |

Information appearing under the heading entitled “Security Ownership” [added: and “Equity Compensation Plan Information”] located in the Proxy Statement is incorporated herein by reference.

A total of [removed: 201,743] [added: 36,669,046] 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: 2023] [added: 2024] which are actually issued and outstanding.

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

Equity Compensation Plan Information

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| ​ | | (a) | | ​ | ​ | | ​ | |

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

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

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

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

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

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

| by security holders | ​ | 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.

Information appearing under the headings entitled “Director [removed: Independence Standards and Determinations”] [added: Independence”] and “Related Person Transactions” located in the Proxy Statement is incorporated herein by reference.

| ​ | (i) | [Report of Independent Registered Public Accounting Firm](#Item8ReportofCPA). (PCAOB ID 238) | [removed: 48] [added: 49] |

| ​ | (ii) | [Consolidated Statements of Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021.](#ConsolidatedStatementsofIncome)] [added: 2022.](#ConsolidatedStatementsofIncome)] | [removed: 50] [added: 51] |

| ​ | (iii) | [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021.](#ConsolidatedStatementsofComprehensiveInc)] [added: 2022.](#ConsolidatedStatementsofComprehensiveInc)] | [removed: 51] [added: 52] |

| ​ | (iv) | [Consolidated Balance Sheets at December 31, [removed: 2023] [added: 2024] and [removed: 2022.](#CONSOLIDATEDBALANCESHEET_843105)] [added: 2023.](#CONSOLIDATEDBALANCESHEET_843105)] | [removed: 52] [added: 53] |

| ​ | (v) | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021.](#ConsolidatedStatementsofCashFlows)] [added: 2022.](#ConsolidatedStatementsofCashFlows)] | [removed: 53] [added: 54] |

| ​ | (vi) | [Consolidated Statements of Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021.](#CONSOLIDATEDSTATEMENTOFEQUITY_341682)] [added: 2022.](#CONSOLIDATEDSTATEMENTOFEQUITY_341682)] | [removed: 54] [added: 55] |

| ​ | (vii) | [Notes to Consolidated Financial Statements](#NotesToConsolidatedFinancialStatements). | [removed: 55] [added: 56] |

| Exhibit No.: | | Document: | | | | [added: |] Method of Filing: |

| (a)(2) | ​ | Financial Statement Schedules. | | | | | [added: |]

| ​ | ​ | All financial statement schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or the accompanying notes to the consolidated financial statements. The separate financial statements and summarized financial information of subsidiaries not consolidated and of fifty percent or less owned persons have been omitted because they do not satisfy the requirements for inclusion in this Form 10-K. | | | | | [added: |]

| (a)(3) | ​ | The documents below are filed as exhibits to this Report. We will, upon request and payment of a fee not exceeding the rate at which copies are available from the Securities and Exchange Commission, furnish copies of any of the following exhibits to stockholders. | | | | | [added: |]

| (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) | | | [added: |] ​ | Incorporated by reference to Exhibit (2.1) of our Form 8-K, dated December 18, 2019. |

| (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). | | | [added: |] ​ | Incorporated by reference to Exhibit (2.2) of our Form 8-K, dated December 18, 2019. |

| (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) | | | [added: |] ​ | Incorporated by reference to Exhibit (2.1) of our Form 8-K, dated December 1, 2021. |

| (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) | | | [added: |] ​ | Incorporated by reference to Exhibit (3.2) of our Form 8-K, dated January 2, 2013. |

| (3.2) | ​ | [By-Laws, as amended through May 24, 2023.](https://www.sec.gov/Archives/edgar/data/31462/000110465923056030/tm2314173d1_ex3-1.htm) | | | [added: |] ​ | Incorporated by reference to Exhibit (3.1) of our Form 8-K, dated May 4, 2023. |

| (4.1) | ​ | Common Stock. | | | [added: |] ​ | See Exhibits (3.1) and (3.2) |

| (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) | | | [added: |] ​ | Incorporated by reference to Exhibit (4)(A) of our Form 8-K, dated January 23, 2001. |

| (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) | | | [added: |] ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K, dated December 5, 2011. |

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

| (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) | | | [added: |] ​ | Incorporated by reference to Exhibit 4.1 of our Form 8-K, dated January 15, 2015. |

| (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) | | | [added: |] ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K, dated July 8, 2015. |

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

| (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) | | | [added: |] ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K, dated October 13, 2016. |

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

| (4.10) | ​ | [Seventh Supplemental Indenture, dated November 27, 2017, between Ecolab Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as Trustee.](http://www.sec.gov/Archives/edgar/data/31462/000155837017009111/ex-4d2.htm) | | | [added: |] ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K, dated November 30, 2017. |

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

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

| (4.13) | ​ | [Eighth Supplemental Indenture, dated March 24, 2020, between Ecolab Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as Trustee.](https://www.sec.gov/Archives/edgar/data/31462/000110465920037828/tm2012952d5_ex4-2.htm) | | | [added: |] ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K filed on March 24, 2020. |

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

| (4.15) | ​ | [Ninth Supplemental Indenture, dated August 13, 2020, between Ecolab Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as Trustee](https://www.sec.gov/Archives/edgar/data/31462/000110465920094714/tm2026912d5_ex4-2.htm). | | | [added: |] ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K filed on August 13, 2020. |

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

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

| (4.18) | ​ | [Tenth Supplemental Indenture, dated August 18, 2021, between Ecolab Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as Trustee.](https://www.sec.gov/Archives/edgar/data/0000031462/000155837021011959/ecl-20210809xex4d2.htm) | | | [added: |] ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K filed on August 19, 2021. |

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

| (4.20) | ​ | [Eleventh Supplemental Indenture, dated December 15, 2021, between Ecolab Inc. and Computershare Trust Company, N.A., as Trustee.](https://www.sec.gov/Archives/edgar/data/0000031462/000155837021016826/ecl-20211215xex4d2.htm) | | | [added: |] ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K filed on December 15, 2021. |

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

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

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

| (4.24) | ​ | [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) | | | [added: |] ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K filed on November 17, 2022. |

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| (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. |

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: 23rd] [added: 21st] day of February, [removed: 2024.][added: 2025.]

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: 23rd] [added: 21st] day of February, [removed: 2024.][added: 2025.]

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

| /s/ Jandeen M. Boone | ​ | Directors |

| Jandeen M. Boone | ​ | ​ |

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

| Lanesha T. Minnix | ​ | ​ |