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What changed in Ecolab's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Ecolab's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+274 added−288 removedSource: 10-K (2025-02-21) vs 10-K (2024-02-23)

Top changes in Ecolab's 2024 10-K

274 paragraphs added · 288 removed · 227 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

67 edited+10 added−37 removed106 unchanged
Biggest changeCountries in the European Union require that certain products being sold within their jurisdictions obtain a “CE mark,” an international symbol of adherence to quality assurance standards, and be manufactured in compliance with certain requirements (e.g., Medical Device Directive 93/42/EEC, Medical Device Regulation (EU) 2017/745 (“MDR”), and ISO 13485).
Biggest changeThese regulations govern the development, testing, manufacturing, packaging, labeling, distribution and marketing of medical devices and medicinal products, including Advanced Pharmaceutical Ingredients (“API”), excipients and resins for biopharmaceutical processing. ​ ● In the United States , we are required to register with the FDA as a medical device, drug 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 Good Practice Guidelines (“GxPs”), which ensure that products are consistently produced and controlled according to quality standards and must be approved by the competent authorities. ​ ● Countries in the European Union require that certain products being sold within their jurisdictions obtain a “CE mark,” an international symbol of adherence to quality assurance standards, and be manufactured in compliance with certain requirements (e.g., Medical Device Regulation (EU) 2017/745 (“MDR”), and ISO 13485).
Cleaning product ingredient disclosure legislation has been introduced in the U.S. Congress in each of the past few years but has not passed, and several states are considering further regulations in this area. In 2017, California passed the Cleaning Product Right to Know Act of 2017, that required ingredient transparency on-line and on-label by 2020 and 2021, respectively.
Cleaning product ingredient disclosure legislation has been introduced in the U.S. Congress in each of the past few years but has not passed, and several states are considering further regulations in this area. In 2017, California passed the Cleaning Product Right to Know Act of 2017, that required ingredient transparency on-line and on-label by 2020 and 2021, respectively. The U.S.
It also offers a unique variety of products, tools and equipment for food preparation, food rotation labeling, temperature management, cleaning and employee safety across all food service customers. ​ We believe we are one of the leading suppliers of cleaning and sanitizing products to the global QSR market and a leading supplier of cleaning and sanitizing products to the global food retail market. ​ ​ ​ 5 Table of Contents Global Healthcare & Life Sciences ​ This reportable segment consists of the Healthcare and Life Sciences operating segments, which provide specialized cleaning and sanitizing products to the healthcare, personal care and pharmaceutical industries.
It also offers a unique variety of products, tools and equipment for food preparation, food rotation labeling, temperature management, cleaning and employee safety across all food service customers. ​ We believe we are one of the leading suppliers of cleaning and sanitizing products to the global QSR market and the global food retail market. ​ ​ ​ 5 Table of Contents Global Healthcare & Life Sciences ​ This reportable segment consists of the Healthcare and Life Sciences operating segments, which provide specialized cleaning and sanitizing products to the healthcare, personal care and pharmaceutical industries.
The underlying operating segments exhibit similar manufacturing processes, distribution methods and economic characteristics. Descriptions of the two operating segments which comprise our Global Healthcare & Life Sciences reportable segment follow below. ​ Healthcare ​ Healthcare provides infection prevention and surgical solutions to acute care hospitals, surgery centers and medical device Original Equipment Manufacturers (“OEM”).
The underlying operating segments exhibit similar manufacturing processes, distribution methods and economic characteristics. Descriptions of the two operating segments which comprise our Global Healthcare & Life Sciences reportable segment follow below. ​ Healthcare ​ Healthcare provides infection prevention solutions to acute care hospitals, surgery centers and medical device Original Equipment Manufacturers (“OEM”).
Healthcare sells its products and programs principally through its field sales personnel and corporate account personnel but also sells through healthcare distributors. ​ We believe we are one of the leading suppliers of infection prevention and surgical solutions in the United States and Europe. ​ Life Sciences ​ Life Sciences provides end-to-end cleaning and contamination control solutions to pharmaceutical and personal care manufacturers.
Healthcare sells its products and programs principally through its field sales personnel and corporate account personnel but also sells through healthcare distributors. ​ We believe we are one of the leading suppliers of infection prevention solutions in the United States and Europe. ​ Life Sciences ​ Life Sciences provides end-to-end cleaning and contamination control solutions to pharmaceutical and personal care manufacturers.
These statements include expectations concerning items such as: ​ ● amount, funding and timing of cash expenditures relating to our restructuring and other initiatives, as well as savings from such initiatives ● future cash flows, access to capital, targeted credit rating metrics and impact of credit rating downgrade ● adequacy of cash reserves ● uses for cash, including dividends, share repurchases, debt repayments, capital investments and strategic business acquisitions ● global economic and political environment ● long-term potential of our business ● impact of changes in exchange rates and interest rates ● customer retention rate ● bad debt experience, non-performance of counterparties and losses due to concentration of credit risk ● disputes, claims and litigation ● environmental contingencies ● impact and cost of complying with laws and regulations ● sustainability targets ● returns on pension plan assets ● contributions to pension and postretirement healthcare plans ● amortization expense ● impact of new accounting pronouncements ● income taxes, including tax attributes, valuation allowances, unrecognized tax benefits, permanent reinvestment assertions and goodwill deductibility ● recognition of share-based compensation expense ● payments under operating leases ● future benefit plan payments ● market position ​ Without limiting the foregoing, words or phrases such as “will likely result,” “are expected to,” “will be,” “will continue,” “is anticipated,” “we believe,” “we expect,” “estimate,” “project” (including the negative or variations thereof), “intends,” “could,” or similar terminology, generally identify forward-looking statements.
These statements include expectations concerning items such as: ​ ● amount, funding and timing of cash expenditures relating to our restructuring and other initiatives, as well as savings from such initiatives ● future cash flows, access to capital, targeted credit rating metrics and impact of credit rating downgrade ● adequacy of cash reserves ● uses for cash, including dividends, share repurchases, debt repayments, capital investments and strategic business acquisitions ● global economic and political environment ● long-term potential of our business ● impact of changes in exchange rates and interest rates, including the assessment and management of associated risks ● customer retention rate ● bad debt experience, non-performance of counterparties and losses due to concentration of credit risk ● disputes, claims and litigation ● environmental contingencies ● impact and cost of complying with laws and regulations ● sustainability targets ● returns on pension plan assets ● contributions to pension and postretirement healthcare plans ● amortization expense ● impact of new accounting pronouncements ● income taxes, including tax attributes, valuation allowances, unrecognized tax benefits, permanent reinvestment assertions and goodwill deductibility ● recognition of share-based compensation expense ● payments under operating leases ● future benefit plan payments ● market position ​ Without limiting the foregoing, words or phrases such as “will likely result,” “are expected to,” “will be,” “will continue,” “is anticipated,” “we believe,” “we expect,” “estimate,” “project” (including the negative or variations thereof), “intends,” “could,” or similar terminology, generally identify forward-looking statements.
The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC at https://www.sec.gov. ​ General information about us, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through our website at https://investor.ecolab.com as soon as reasonably practicable after we file them with, or furnish them to, the SEC. ​ In addition, the following governance materials are available on our web site at https://investor.ecolab.com/corporate-governance: (i) charters of the Audit, Compensation, Finance, Governance and Safety, Health and Environment Committees of our Board of Directors; (ii) our Board's Corporate Governance Principles; and (iii) our Code of Conduct. ​ We include our website addresses throughout this report for reference only.
The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC at https://www.sec.gov. ​ General information about us, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through our website at https://investor.ecolab.com as soon as reasonably practicable after we file them with, or furnish them to, the SEC. ​ In addition, the following governance materials are available on our web site at https://investor.ecolab.com/governance/corporate-governance: (i) charters of the Audit, Compensation & Human Capital Management, Finance, Governance, and Safety, Health & Environment Committees of our Board of Directors; (ii) our Board's Corporate Governance Principles; and (iii) our Code of Conduct. ​ We include our website addresses throughout this report for reference only.
Additionally, although we have a diverse customer base and no customer or distributor constituted 10 percent or more of our consolidated revenues in 2023, 2022 or 2021, we do have customers and independent third-party distributors, the loss of which could have a material adverse effect on results of operations for the affected earnings periods; however, we consider it unlikely that such an event would have a material adverse impact on our financial position.
Additionally, although we have a diverse customer base and no customer or distributor constituted 10 percent or more of our consolidated revenues in 2024, 2023 or 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.
Building on a century of innovation, we have annual sales of $15 billion, employ more than 48,000 associates and sell to customers in more than 170 countries around the world. We deliver comprehensive science-based solutions, data-driven insights and world-class service to advance food safety, maintain clean and safe environments, and optimize water and energy use.
Building on a century of innovation, we have annual sales of $15.7 billion, employ approximately 48,000 associates and sell to customers in more than 170 countries around the world. We deliver comprehensive science-based solutions, data-driven insights and world-class service to advance food safety, maintain clean and safe environments, and optimize water and energy use.
As of 2023, most countries in which we operate have adopted or are expected to adopt GHS-related legislation. The primary cost of compliance revolves around reclassifying products and revising SDSs and product labels. We have met applicable deadlines and are working toward a phased-in approach to mitigate the costs of GHS implementation in remaining countries (e.g., Peru, Chile, India).
As of 2024, most countries in which we operate have adopted or are expected to adopt GHS-related legislation. The primary cost of compliance revolves around reclassifying products and revising SDSs and product labels. We have met applicable deadlines and are working toward a phased-in approach to mitigate the costs of GHS implementation in remaining countries (e.g., Peru, Chile, India).
Substantially all of our principal products have been developed by our research, development and engineering personnel. ​ We believe continued research and development activities are critical to maintaining our leadership position within the industry and will provide us with a competitive advantage as we seek additional business with new and existing customers. ​ Joint Ventures ​ Over time, we have entered into partnerships or joint ventures in order to meet local ownership requirements, to achieve quicker operational scale, to expand our ability to provide our customers a more fully integrated offering or to provide other benefits to our business or customers.
Substantially all of our principal products have been developed by our research, development and engineering personnel. ​ We believe continued research and development activities are critical to maintaining our leadership position within the industry and will provide us with a competitive advantage as we seek additional business with new and existing customers. ​ 9 Table of Contents Joint Ventures ​ Over time, we have entered into partnerships or joint ventures in order to meet local ownership requirements, to achieve quicker operational scale, to expand our ability to provide our customers a more fully integrated offering or to provide other benefits to our business or customers.
There is no family relationship among any of the directors or executive officers and no executive officer has been involved during the past ten years in any legal proceedings described in applicable Securities and Exchange Commission regulations. Name Age Office Positions Held Since Jan. 1, 2019 ​ ​ ​ ​ ​ ​ ​ Nicholas J.
There is no family relationship among any of the directors or executive officers and no executive officer has been involved during the past ten years in any legal proceedings described in applicable Securities and Exchange Commission regulations. Name Age Office Positions Held Since Jan. 1, 2020 ​ ​ ​ ​ ​ ​ ​ Nicholas J.
Potential costs to us are not yet fully quantifiable but are not expected to have a material adverse effect on our consolidated results of operations or cash flows in any one reporting period or on our financial position. ​ GHS : In 2003, the United Nations adopted a standard on hazard communication and labeling of chemical products known as the Globally Harmonized System of Classification and Labeling of Chemicals (“GHS”).
Potential costs to us are not yet fully quantifiable but are not expected to have a material adverse effect on our consolidated results of operations or cash flows in any one reporting period or on our financial position. 10 Table of Contents GHS : In 2003, the United Nations adopted a standard on hazard communication and labeling of chemical products known as the Globally Harmonized System of Classification and Labeling of Chemicals (“GHS”).
Our Global Safety Dashboard tracks our performance on a range of leading and lagging safety indicators and helps us measure the effectiveness of our safety programs. ​ Additionally, a Be Well Program is available to U.S. employees and their families to empower, educate and support their personal journey to overall well-being by making positive lifestyle choices while creating a culture of wellness throughout Ecolab.
Our Global Safety Dashboard tracks our performance on a range of leading and lagging safety indicators and helps us measure the effectiveness of our safety programs. ​ 8 Table of Contents Additionally, a Be Well Program is available to U.S. employees and their families to empower, educate and support their personal journey to overall well-being by making positive lifestyle choices while creating a culture of wellness throughout Ecolab.
Aligned to the applicable market and local regulations, elements of our benefits programs may include medical and dental insurance, retirement savings, employee stock purchase plan, paid time off, parental leave and adoption assistance, life and disability insurance, and employee assistance plans. ​ 8 Table of Contents Safety, Health, and Wellness: At Ecolab, the safety of our employees and contractors is a top priority and is embedded into our company values.
Aligned to the applicable market and local regulations, elements of our benefits programs may include medical and dental insurance, retirement savings, employee stock purchase plan, paid time off, parental leave and adoption assistance, life and disability insurance, and employee assistance plans. ​ Safety, Health, and Wellness: At Ecolab, the safety of our employees and contractors is a top priority and is embedded into our company values.
In each of these chemical exposure cases, our insurance carriers have accepted the claims on our behalf (with or without reservation) and our financial exposure should be limited to the amount of our deductible; however, we cannot predict the number of claims that we may have to defend in the future and we may not be able to continue to maintain such insurance. ​ Our worldwide net expenditures for contamination remediation were approximately $0.3 million in 2023, $1.4 million in 2022 and $0.5 million in 2021.
In each of these chemical exposure cases, our insurance carriers have accepted the claims on our behalf (with or without reservation) and our financial exposure should be limited to the amount of our deductible; however, we cannot predict the number of claims that we may have to defend in the future and we may not be able to continue to maintain such insurance. ​ Our worldwide net expenditures for contamination remediation were approximately $0.7 million in 2024, $0.3 million in 2023 and $1.4 million in 2022.
Independent, third-party distributors and, to a lesser extent, sales agents, are utilized in several markets, as described in the segment descriptions found above. ​ 7 Table of Contents Customers and Classes of Products ​ We believe our business is not materially dependent upon a single customer.
Independent, third-party distributors and, to a lesser extent, sales agents, are utilized in several markets, as described in the segment descriptions found above. ​ Customers and Classes of Products ​ We believe our business is not materially dependent upon a single customer.
In addition, the European Green Deal will include the revision of chemical 10 Table of Contents 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.
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.
Through the combination of our digitally enabled end-to-end water management and hygiene solutions, data-driven insights and personalized service, our Global Industrial businesses deliver outcomes that help our customers optimize water and energy use, improve productivity, advance food safety, and achieve sustainability and net zero goals, while optimizing total cost of operations. ​ The businesses in our Global Institutional & Specialty reportable segment and Other have two significant classes of competitors.
Through the combination of our digitally enabled end-to-end water management and hygiene solutions, data-driven insights and personalized service, our Global Industrial businesses deliver outcomes that help our customers optimize water and energy use, improve productivity, advance food safety, and achieve sustainability and net zero goals, while optimizing total cost of operations. ​ The businesses in our Global Institutional & Specialty and Global Pest Elimination reportable segments have two significant classes of competitors.
In 2022, we helped our customers conserve more than 219 billion gallons of water and avoid more than 3.6 million metric tons of greenhouse gas emissions. ​ The following description of our business is based upon our reportable segments as reported in our consolidated financial statements for the year ended December 31, 2023, which are located in Item 8 of Part II of this Form 10-K.
In 2023, we helped our customers conserve more than 226 billion gallons of water and avoid more than 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, 2024, which are located in Item 8 of Part II of this Form 10-K.
To date, such expenditures have not had a significant adverse effect on our consolidated results of operations, financial position or cash flows. Our capital expenditures for environmental, health and safety projects worldwide were approximately $46 million in 2023, $35 million in 2022 and $28 million in 2021.
To date, such expenditures have not had a significant adverse effect on our consolidated results of operations, financial position or cash flows. Our capital expenditures for environmental, health and safety projects worldwide were approximately $56 million in 2024, $46 million in 2023 and $35 million in 2022.
During 2023, the impact on our consolidated net income of our joint ventures, in the aggregate, was approximately three percent.
During 2024, the impact on our consolidated net income of our joint ventures, in the aggregate, was approximately three percent.
Duijser was employed by Reckitt Benckiser Group plc (RB), a global provider of health, hygiene and home products, as Chief Supply Officer from 2018 until 2020. ​ (2) Prior to joining Ecolab in June 2022, Ms.
Duijser was employed by Reckitt Benckiser Group plc (RB), a global provider of health, hygiene and home products, as Chief Supply Officer from 2018 until 2020. ​ (2) Prior to joining Ecolab in November 2024, Ms.
With the acquisition of Purolite, the portfolio now includes premium fluid treatment and purification solutions with a broad range of unique products sold under the “Purolite” brand name, particularly focusing on biopharma purification solutions, active pharmaceutical ingredients (“API’s”) and high value industrial applications.
The Life Sciences portfolio 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.
Alfano ​ 62 ​ Executive Vice President and President – Global Industrial Group ​ Apr. 2023 – Present ​ ​ ​ ​ Executive Vice President and General Manager – Global Light Sector ​ Jan. 2021 – Mar. 2023 ​ ​ ​ ​ Executive Vice President and General Manager – Global Food & Beverage ​ Jan. 2019 – Dec. 2020 ​ ​ ​ ​ ​ ​ ​ Christophe Beck ​ 56 ​ Chairman and Chief Executive Officer ​ Oct. 2022 – Present ​ ​ ​ ​ Chairman, Chief Executive Officer and President ​ May 2022 – Oct. 2022 ​ ​ ​ ​ President and Chief Executive Officer ​ Jan. 2021 – May 2022 ​ ​ ​ ​ President and Chief Operating Officer ​ Apr. 2019 – Dec. 2020 ​ ​ ​ ​ Executive Vice President and President – Industrial ​ Jan. 2019 – Mar. 2019 ​ ​ ​ ​ ​ ​ ​ Larry L.
Alfano ​ 63 ​ Executive Vice President and President – Global Industrial Group ​ Apr. 2023 – Present ​ ​ ​ ​ Executive Vice President and General Manager – Global Light Sector ​ Jan. 2021 – Mar. 2023 ​ ​ ​ ​ Executive Vice President and General Manager – Global Food & Beverage ​ Jan. 2020 – Dec. 2020 ​ ​ ​ ​ ​ ​ ​ Christophe Beck ​ 57 ​ Chairman and Chief Executive Officer ​ Oct. 2022 – Present ​ ​ ​ ​ Chairman, Chief Executive Officer and President ​ May 2022 – Oct. 2022 ​ ​ ​ ​ President and Chief Executive Officer ​ Jan. 2021 – May 2022 ​ ​ ​ ​ President and Chief Operating Officer ​ Jan. 2020 – Dec. 2020 ​ ​ ​ ​ ​ ​ ​ Larry L.
For a discussion of the factors that may cause our sustainability initiatives, goals and targets to differ from those expressed above, see Item 1A of this Form 10-K, entitled “Risk Factors.” ​ Environmental Remediation and Proceedings : Along with numerous other potentially responsible parties (“PRP”), we are currently involved with waste disposal site clean-up activities imposed by the federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) or state equivalents at 16 sites in the United States.
For factors that may affect our sustainability initiatives, goals, and targets, see Item 1A of this Form 10-K, entitled “Risk Factors.” ​ Environmental Remediation and Proceedings : Along with numerous other potentially responsible parties (“PRP”), we are currently involved with waste disposal site clean-up activities imposed by the federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) or state equivalents at 16 sites in the United States.
Key disciplines include analytical and formulation chemistry, microbiology, 9 Table of Contents data science and predictive analytics, process and packaging engineering, digital and remote monitoring engineering and product dispensing technology.
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.
While we have an active program to protect our intellectual property by filing for patents or trademarks and pursuing legal action, when appropriate, to prevent infringement, except for the items listed below, we do not believe our overall business is materially dependent on any individual patent or trademark. ​ ● Patents related to our TRASAR and 3D TRASAR technology, which are material to our Global Industrial reportable segment.
While we have an active program to protect our intellectual property by filing for patents or trademarks and pursuing legal action, when appropriate, to prevent infringement, except for the items listed below, we do not believe our overall business is materially dependent on any individual patent or trademark. ​ ● Trademarks related to Ecolab, Nalco and 3D TRASAR, which collectively are material to all of our reportable segments.
Our worldwide accruals at December 31, 2023 for probable future remediation expenditures, excluding potential insurance reimbursements, totaled approximately $9.3 million. We review our exposure for contamination remediation costs periodically and our accruals are adjusted as considered appropriate.
Our worldwide accruals at December 31, 2024 for probable future remediation expenditures, excluding potential insurance reimbursements, totaled approximately $19.6 million. We review our exposure for contamination remediation costs periodically and our accruals are adjusted as considered appropriate.
Healthcare’s proprietary infection prevention and surgical solutions (hand hygiene, hard surface disinfection, digital monitoring systems, instrument cleaning, patient drapes, equipment drapes and surgical fluid warming and cooling systems) are sold primarily under the "Ecolab," "Microtek," and “Anios” brand names to various departments within the acute care environment (Infection Control, Environmental Services, Central Sterile and Operating Room).
Healthcare’s proprietary infection prevention solutions (hand hygiene, hard surface disinfection, digital monitoring systems and instrument cleaning) are sold primarily under the "Ecolab" and “Anios” brand names to various departments within the acute care environment (Infection Control, Environmental Services, Central Sterile and Operating Room).
Wellness initiatives are also underway outside the U.S. aligned to country-specific needs and market practices. ​ Patents and Trademarks ​ We own and license a number of patents, trademarks and other intellectual property, including intellectual property from our recent acquisition of Purolite.
Wellness initiatives are also underway outside the U.S. aligned to country-specific needs and market practices. ​ Patents and Trademarks ​ We own and license a number of patents, trademarks and other intellectual property.
Approximately 42% of the employees are employed in North America, 20% in Europe, 7% in Asia Pacific, 17% in Latin America, 7% in India, Middle East and Africa, and 7% in Greater China. ​ We believe that doing the right thing, the right way, is good for business.
Approximately 44% of the employees are employed in North America, 21% in Europe, 12% in Latin America, 8% in Asia Pacific, 8% in India, Middle East and Africa, and 7% in Greater China. ​ We believe that doing the right thing, the right way, is good for business.
Cook ​ 55 ​ Executive Vice President and President – Institutional Group ​ Aug. 2023 – Present ​ ​ ​ ​ Executive Vice President and General Manager – Global Institutional ​ June 2021 – July 2023 ​ ​ ​ ​ Senior Vice President and General Manager – Global Pest ​ Jan. 2020 – May 2021 ​ ​ ​ ​ Senior Vice President and General Manager – Institutional Latin America ​ Jan. 2019 – Dec. 2019 ​ ​ ​ ​ ​ ​ ​ Alexander A.
Cook ​ 56 ​ Executive Vice President and President – Institutional Group ​ Aug. 2023 – Present ​ ​ ​ ​ Executive Vice President and General Manager – Global Institutional ​ June 2021 – July 2023 ​ ​ ​ ​ Senior Vice President and General Manager – Global Pest ​ Jan. 2020 – May 2021 ​ ​ ​ ​ ​ ​ ​ Alexander A.
Such legislation has not had a material adverse effect on our consolidated results of operations, financial position or cash flows to date. ​ TSCA : The nation’s primary chemicals management law, the Toxic Substances Control Act (“TSCA”), was updated for the first time in 40 years with the passage of the Frank R.
Such legislation has not had a material adverse effect on our consolidated results of operations, financial position or cash flows to date. ​ TSCA : The nation’s primary chemicals management law, the Toxic Substances Control Act (“TSCA”), was updated with the passage of the Frank R. Lautenberg Chemical Safety for the 21st Century Act (“LCSA”) in 2016.
Our innovative solutions improve operational efficiencies and sustainability for customers in the food, healthcare, life sciences, hospitality and industrial markets. ​ We pursue a “Circle the Customer – Circle the Globe” strategy by providing an array of innovative programs, products and services designed to meet the specific operational and sustainability needs of our customers throughout the world.
Our innovative solutions improve operational efficiencies and sustainability for customers in the food, healthcare, life sciences, hospitality and industrial markets. ​ We pursue a “One Ecolab” enterprise selling strategy, built on the legacy of 'circle the customer – circle the 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.
Bradway ​ 47 ​ Senior Vice President and Corporate Controller ​ Jan. 2022 – Present ​ ​ ​ ​ Senior Vice President Finance - Global Institutional ​ Jan. 2020 – Dec. 2021 ​ ​ ​ ​ Vice President Finance - Institutional North America ​ Jan. 2019 – Dec. 2019 ​ ​ ​ ​ ​ ​ ​ Darrell R.
Bradway ​ 48 ​ Senior Vice President and Corporate Controller ​ Jan. 2022 – Present ​ ​ ​ ​ Senior Vice President Finance - Global Institutional ​ Jan. 2020 – Dec. 2021 ​ ​ ​ ​ ​ ​ ​ Darrell R.
De Boo ​ 56 ​ Executive Vice President and President – Global Markets ​ Feb. 2021 – Present ​ ​ ​ ​ Executive Vice President and President – Western Europe ​ Apr. 2020 – Jan. 2021 ​ ​ ​ ​ Senior Vice President and General Manager – Industrial, Europe ​ Jan. 2019 – Apr. 2020 ​ ​ ​ ​ ​ ​ ​ Machiel Duijser (1) ​ 52 ​ Executive Vice President and Chief Supply Chain Officer ​ Feb. 2020 – Present ​ ​ ​ ​ ​ ​ ​ Nicolas A.
De Boo ​ 57 ​ Executive Vice President and President – Global Markets ​ Feb. 2021 – Present ​ ​ ​ ​ Executive Vice President and President – Western Europe ​ Apr. 2020 – Jan. 2021 ​ ​ ​ ​ Senior Vice President and General Manager – Industrial, Europe ​ Jan. 2020 – Apr. 2020 ​ ​ ​ ​ ​ ​ ​ Machiel Duijser (1) ​ 53 ​ Executive Vice President and Chief Supply Chain Officer ​ Feb. 2020 – Present ​ ​ ​ ​ ​ ​ ​ Alexandra M.
The Life Sciences portfolio also includes decontamination systems and services utilizing hydrogen peroxide vapor, which are sold under the “Bioquell” brand name. The pharmaceutical clean room environment is the primary area that Ecolab and Bioquell products are utilized. Purolite products are primarily used in the purification of biologic therapeutics, API’s and high value industrial applications.
The Life Sciences portfolio also includes decontamination systems and services utilizing hydrogen peroxide vapor, which are sold under the “Bioquell” brand name. The pharmaceutical clean room environment is the primary area that Ecolab and Bioquell products are utilized.
We purchase more than 10,000 raw materials, with the largest single raw material representing approximately four percent of raw material purchases. Our raw materials, with the exception of a few specialized chemicals which we manufacture, are generally purchased on an annual contract basis and are ordinarily available in adequate quantities from a diverse group of suppliers globally.
Our raw materials, with the exception of a few specialized chemicals which we manufacture, are generally purchased on an annual contract basis and are ordinarily available in adequate quantities from a diverse group of suppliers globally.
Lautenberg Chemical Safety for the 21st Century Act (“LCSA”) in 2016. The LCSA modernizes the original 1976 legislation, aiming to establish greater public confidence in the safety of chemical substances in commerce and improve the U.S. Environmental Protection Agency’s (“EPA”) capability and authority to regulate existing and new chemical substances.
The LCSA modernizes the original 1976 legislation, aiming to establish greater public confidence in the safety of chemical substances in commerce and improve the U.S. Environmental Protection Agency’s (“EPA”) capability and authority to regulate existing and new chemical substances. For Ecolab, the TSCA changes mainly impact testing and submission costs for new and existing chemical substances in the United States.
We plan to explore additional analyses of potential nature-related risks that may link to climate- and water-related risks in the future, aligned with the emerging recommendations of the Task Force on Nature-Related Financial Disclosures (“TNFD”). ​ As a matter of corporate policy, we support a balanced approach to reducing GHG emissions while sustaining economic growth.
Future analyses will explore nature-related risks linked to climate and water, aligned with the Task Force on Nature-Related Financial Disclosures (“TNFD”) recommendations. ​ As a corporate policy, we support a balanced approach to reducing GHG emissions while sustaining economic growth. We have established climate related goals to further our commitment.
DfE/Safer Choice has three broad areas of work (recognition of safer products on a DfE/Safer Choice label, development of best practices for industrial processes and evaluation of safer chemicals), and we are involved in these to varying degrees.
Government is monitoring “green chemistry” initiatives through a variety of initiatives, including its “Design for the Environment” (“DfE”)/“Safer Choice” program. DfE/Safer Choice has three broad areas of work (recognition of safer products on a DfE/Safer Choice label, development of best practices for industrial processes and evaluation of safer chemicals), and we are involved in these to varying degrees.
Approximately $51 million has been budgeted globally for projects in 2024. ​ Climate Change : Various laws and regulations pertaining to climate change have been implemented or are being considered for implementation at the international, national, regional and state levels, particularly as they relate to the reduction of greenhouse gas (“GHG”) emissions.
Approximately $60 million has been budgeted globally for projects in 2025. ​ Climate Change : Various laws and regulations addressing climate change are being implemented or considered at international, national, regional, and state levels, particularly focusing on reducing greenhouse gas (“GHG”) emissions.
Kirkland ​ 50 ​ Chief Financial Officer ​ Jan. 2022 – Present ​ ​ ​ ​ Senior Vice President and Corporate Controller ​ June 2019 – Dec. 2021 ​ ​ ​ ​ Senior Vice President – Finance, Global Energy Services ​ Jan. 2019 – May 2019 ​ ​ ​ ​ ​ ​ ​ Laurie M.
Kirkland ​ 51 ​ Chief Financial Officer ​ Jan. 2022 – Present ​ ​ ​ ​ Senior Vice President and Corporate Controller ​ Jan. 2020 – Dec. 2021 ​ ​ ​ ​ ​ ​ ​ Laurie M.
Minnix was employed by Flowserve Corporation, a global industrial manufacturer of engineered flow control systems, as Senior Vice President, Chief Legal Officer and Corporate Secretary from 2018 until 2022. ​ ​ Forward-Looking Statements ​ This Form 10-K, including Part I, Item 1, entitled “Business,” and the MD&A within Part II, Item 7, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Saluja was employed by Eaton Corporation plc, a power management company, as Senior Vice President, Corporate Development and Planning from 2013 until 2024. 14 Table of Contents Forward-Looking Statements ​ This Form 10-K, including Part I, Item 1, entitled “Business,” and the MD&A within Part II, Item 7, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
To further our climate commitment, in 2019 we announced new goals to reduce our operational GHG emissions by half by 2030 and achieve net zero by 2050, in alignment with the United Nations Global Compact’s Business Ambition for 1.5⁰C.
In 2019, we announced goals to reduce operational GHG emissions by half by 2030 and achieve net zero by 2050, in alignment with the UN Global Compact’s Business Ambition for 1.5°C. In 2020, we further committed to move to 100% renewable energy by 2030 and set a science-based target (“SBT”) for Scope 1, 2, and 3 GHG emissions.
Berger ​ 63 ​ Executive Vice President and Chief Technical Officer ​ Jan. 2019 – Present ​ ​ ​ ​ ​ ​ ​ Jennifer J.
Berger ​ 64 ​ Executive Vice President and Chief Technical Officer ​ Jan. 2020 – Present ​ ​ ​ ​ ​ ​ ​ Jandeen M.
Brown ​ 60 ​ President and Chief Operating Officer ​ Oct. 2022 – Present ​ ​ ​ ​ Executive Vice President and President – Global Industrial ​ Apr. 2019 – Sept. 2022 ​ ​ ​ ​ Executive Vice President and President – Energy Services ​ Jan. 2019 – Mar. 2019 ​ ​ ​ ​ ​ ​ ​ Angela M.
Brown ​ 61 ​ President and Chief Operating Officer ​ Oct. 2022 – Present ​ ​ ​ ​ Executive Vice President and President – Global Industrial ​ Jan. 2020 – Sept. 2022 ​ ​ ​ ​ ​ ​ ​ Gregory B.
Healthcare purchases plastic films and parts to manufacture medical devices that serve the surgical and infection prevention markets. Pesticides used by Pest Elimination are purchased as finished products under contract or purchase order from the producers or their distributors. We also purchase packaging materials for our manufactured products and components for our specialized cleaning equipment and systems.
Pesticides used by Pest Elimination are purchased as finished products under contract or purchase order from the producers or their distributors. We also purchase packaging materials for our manufactured products and components for our specialized cleaning equipment and systems. We purchase more than 10,000 raw materials, with the largest single raw material representing approximately four percent of raw material purchases.
Purolite is reported within our Life Sciences operating segment. ​ ​ Narrative Description of Business. ​ General ​ A trusted partner for millions of customers, we are a global sustainability leader offering water, hygiene and infection prevention solutions and services that protect people and the resources vital to life.
GAAP (accounting principles generally accepted in the United States of America) November 30 fiscal year ends to facilitate the timely inclusion of such entities in our consolidated financial reporting. ​ ​ Narrative Description of Business. ​ General ​ A trusted partner for millions of customers, we are a global sustainability leader offering water, hygiene and infection prevention solutions and services that protect people and the resources vital to life.
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. ​ Institutional sells its products and programs primarily through its direct field sales and corporate account sales personnel. Corporate account sales personnel establish relationships and negotiate contracts with larger multi-unit or “chain” customers.
Through our EcoSure Brand Protection business, Institutional also provides customized on-site evaluations, training and quality assurance services to foodservice and hospitality operations. ​ Institutional sells its products and programs primarily through its direct field sales and corporate account sales personnel. Corporate account sales personnel establish relationships and negotiate contracts with larger multi-unit or “chain” customers.
In addition, Institutional markets a lease program comprised of energy-efficient dishwashing machines, detergents, rinse additives and sanitizers, including full machine maintenance. Through our EcoSure Food Safety Management business, Institutional also provides customized on-site evaluations, training and quality assurance services to foodservice operations.
In addition, Institutional markets a lease program comprised of energy-efficient dishwashing machines, detergents, rinse additives and sanitizers, including full machine maintenance.
We disclose these operating segments within Other as we consider the information useful in understanding our consolidated results. ​ Pest Elimination ​ Pest Elimination provides services designed to detect, prevent, and eliminate pests such as rodents and 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. ​ In addition to the United States, which constitutes our largest operation, we operate in various countries in Asia Pacific, Greater China, Western Europe, Latin America, and Africa. ​ We believe Pest Elimination is a leading service provider of effective, high-quality pest elimination programs that deliver high quality outcomes to commercial segments in the geographies it serves. ​ 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.
We believe we are one of the leading suppliers of process purification solutions in Europe and North America and of contamination control solutions in Europe, with a growing presence in North America and other regions. ​ ​ Global Pest Elimination ​ This reportable segment consists of the Pest Elimination operating segment. ​ Pest Elimination ​ Pest Elimination provides services designed to detect, prevent and eliminate pests, such as rodents and 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. ​ In addition to the United States, which constitutes our largest operation, we operate in various countries in Asia Pacific, Greater China, Western Europe, Latin America, and Africa. ​ We believe Pest Elimination is a leading service provider of effective, high-quality pest elimination programs that deliver high quality outcomes to commercial segments in the geographies it serves. ​ ​ 6 Table of Contents Additional Information ​ International Operations ​ We directly operate in approximately 100 countries outside of the United States through wholly-owned subsidiaries or, in some cases, through a joint venture with a local partner.
These programs are designed to facilitate equitable employment opportunities, while promoting an inclusive workforce. ​ We also have a vibrant and growing community of 11 Employee Resource Groups (“ERGs”) that are open to all, to help employees connect with colleagues, take part in career and leadership development experiences, and provide important insights in support of advancing our work in diversity, equity, and inclusion.
To sustain our success, we work to embed our values of inclusivity and engagement throughout our people processes, including recruitment, retention and development. ​ We also have a vibrant and growing community of 11 Employee Resource Groups (“ERGs”) that are open to all Ecolab associates, to help employees connect with colleagues, take part in career and leadership development experiences, and provide important insights that help advance our workplace culture.
Sales of warewashing products were approximately 12%, 12%, and 10% of consolidated net sales in 2023, 2022 and 2021, respectively. ​ Human Capital ​ 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.
Sales of warewashing products were approximately 12% of consolidated net sales in 2024, 2023 and 2022. ​ 7 Table of Contents Human Capital ​ 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.
The FDA also has been expanding requirements applicable to such products, including proposing regulations for over-the-counter antiseptic drug products, which may impose additional requirements associated with antimicrobial hand care products and associated costs when finalized by the FDA. FDA regulations associated with the Food Safety Modernization Act may impose additional requirements related to safety product lines.
The FDA also has been expanding requirements applicable to such products, including proposing regulations for over-the-counter antiseptic drug products, which may impose additional requirements associated with antimicrobial hand care products and associated costs when finalized by the FDA. ​ ​ 11 Table of Contents Medical Device, Drug 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.
For Ecolab, the TSCA changes mainly impact testing and submission costs for new and existing chemical substances in the United States. As a result of reform and administration changes, EPA reviews are resulting in the majority of new substances being regulated in some manner by the agency.
As a result of reform and multiple administration changes, EPA reviews are resulting in the majority of new substances being regulated in some manner by the agency. 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.
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. ​ ​ ​ 3 Table of Contents Global Industrial ​ This reportable segment consists of the Water, Food & Beverage and Paper operating segments, which provide water treatment and process applications, and cleaning and sanitizing solutions, primarily to large industrial customers within the manufacturing, food and beverage processing, transportation, chemical, primary metals and mining, power generation, global refining, petrochemical, pulp and paper industries.
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 four reportable segments: Global Industrial, Global Institutional & Specialty, Global Healthcare & Life Sciences and Global Pest Elimination. ​ ​ ​ 3 Table of Contents Global Industrial ​ This reportable segment consists of the Water, Food & Beverage and Paper operating segments, which provide water treatment and process applications, and cleaning and sanitizing solutions, primarily to large industrial customers within the manufacturing, food and beverage processing, transportation, chemical, primary metals and mining, power generation, global refining, petrochemical, pulp and paper industries.
These include regulations passed by the State of California in 2023 relating to GHG emissions, climate-related risk, and emissions reduction claims, proposed regulations introduced by the SEC in March 2022 relating to climate change disclosure, and the European Commission’s Corporate Sustainability Reporting Directive, which came into force on January 2024 and applies to both EU and certain non-EU companies with a phased introduction.
Notable regulations include California's 2023 GHG emissions reporting regulations addressing emissions, climate-related risks, and reduction claims, and the European Commission’s Corporate Sustainability Reporting Directive, which became effective January 2024 and is applicable to both EU and certain non-EU companies with a phased introduction. We are or may become subject to many of these laws.
In 2022, we completed process improvement projects that reduced total energy consumption by almost 21.4 billion BTUs, emissions by 11,000 metric tons CO2e and 12.7 million gallons (~48,000 cubic meters) of water savings. The reduction in energy consumption is calculated using a combination of direct measurements and estimations using best-practice methodologies.
The investments resulted in a reduction of total energy consumption by almost 5.7 billion BTUs; reduction of emissions by 700 metric tons CO2e; and over 153 million gallons (~580,000 cubic meters) of water savings from reduction and recycling projects.
Water data from meter readings and utilities reports is used to quantify the water savings with 2018 as our baseline year. ​ 12 Table of Contents In addition to managing our operational and supply chain sustainability performance, we help our customers in more than 170 countries to reduce their energy and GHG emissions through our high-efficiency solutions in cleaning and sanitation, water, paper, and energy services.
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. ​ Beyond our operations, we help customers in over 170 countries reduce their energy and GHG emissions through high-efficiency solutions in cleaning, sanitation, water, paper, and energy services.
Our near-term SBT continues to target reduction of absolute Scope 1 and 2 emissions by 50% by 2030 from a 2018 base year and we report our progress in our annual Corporate Responsibility Report. ​ In 2022, we invested $65 million in capital and $6 million in operating expenses to implement continuous improvement projects positively impacting our environmental performance.
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.
As part of our 2030 Impact Goals, we have planned to restore greater than 50% of our water withdrawal and achieve Alliance for Water Stewardship Standard certification in high-risk watersheds. In addition, we aim to reduce net water withdrawals by 40% per unit of production across our enterprise.
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. ​ The science of sustainability is evolving.
Granucci ​ 49 ​ Executive Vice President and President - Global Pest ​ Aug. 2023 – Present ​ ​ ​ ​ Senior Vice President and General Manager – Global Pest ​ June 2021 – July 2023 ​ ​ ​ ​ Senior Vice President and General Manager – Institutional & Specialty Greater China ​ Jan. 2019 – May 2021 ​ ​ ​ ​ ​ ​ ​ Scott D.
Hlila ​ 49 ​ Executive Vice President and General Manager – Global Pest ​ Dec. 2024 – Present ​ ​ ​ ​ 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 ​ ​ ​ ​ ​ ​ ​ Scott D.
We believe that driving performance and growing fast, we can deliver a net positive impact in our own operations and what we deliver for our customers. We 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 driving performance and growing fast, we can deliver a net positive impact in our own operations and what we deliver for our customers. We believe that 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.
Ecolab continues to focus on climate-related risks since our first TCFD-aligned climate risk assessment conducted in 2021 – we plan to regularly review the results of our analysis and consider adaptation and management plans for any relevant climate change risks and to further benefit from identified opportunities for customer impact.
Our TCFD disclosures are available in our annual CDP Climate report on our website. 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 also evaluate potential water-related risks in our operations, disclosing the results in our Growth and Impact Report.
Climate-related risks are assessed within our Enterprise Risk Management process and Annual Business Significance Risks Assessment, which is aligned with recommendations of the Financial Stability Board (“FSB”) Task Force on Climate-related Financial Disclosures (“TCFD”). We report TCFD disclosures in our annual CDP Climate report located on our website.
We continue to monitor and evaluate these regulations and incorporate reporting and disclosure obligations as appropriate. ​ Ecolab recognizes that climate change presents both risks and opportunities. We assess climate-related risks within our Enterprise Risk Management process, aligned with the Financial Stability Board’s Task Force on Climate-related Financial Disclosures (“TCFD”) recommendations.
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GAAP (accounting principles generally accepted in the United States of America) November 30 fiscal year ends to facilitate the timely inclusion of such entities in our consolidated financial reporting. ​ On December 1, 2021, we acquired Purolite for total consideration of $3.7 billion in cash, net of cash acquired.
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Our innovation efforts are supported by approximately 3,000 research, development, engineering and digital experts.
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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.
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In support of these overall objectives, key areas of focus include: ​ 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.
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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.
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Future EPA risk evaluation decisions may result in the reduction or elimination of future uses for some products.
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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 three reportable segments: Global Industrial, Global Institutional & Specialty and Global Healthcare & Life Sciences.
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We are also implementing updates, where applicable, of GHS revisions in countries where it is already present (e.g., US, Canada, Malaysia, Singapore).
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Operating segments that were not aggregated and do not exceed the quantitative criteria to be separately reported have been combined into Other.
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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. ​ ● In Australia , products must comply with the regulations set by the Therapeutic Goods Administration (“TGA”).
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We believe we are one of the leading suppliers of process purification solutions in Europe and North America and of contamination control solutions in Europe, with a growing presence in North America and other regions. ​ ​ Other ​ Other consists of the Pest Elimination, Textile Care and Colloidal Technologies Group operating segments.
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Medical devices must be included in the Australian Register of Therapeutic Goods (“ARTG”) and meet the Essential Principles for safety and performance.
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These operating segments do not meet the quantitative criteria to be separately reported.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeSee the section entitled “Forward-Looking Statements” set forth above. ​ We may also refer to this disclosure to identify factors that may cause results to differ materially from those expressed in other forward-looking statements including those made in oral presentations, including telephone conferences and/or webcasts open to the public. ​ Economic & Operational Risks ​ Our results are impacted by general worldwide economic factors. ​ Over the past year, global interest rates aimed at curbing inflation, as well as implications of geopolitical situations in Europe, the Middle East and China, have resulted in economic and demand uncertainty.
Biggest changeSee the section entitled “Forward-Looking Statements” set forth above. ​ We may also refer to this disclosure to identify factors that may cause results to differ materially from those expressed in other forward-looking statements including those made in oral presentations, including telephone conferences and/or webcasts open to the public. ​ Investing in our common stock involves a high degree of risk.
There are inherent risks in our international operations, including: ​ ● exchange controls and currency restrictions; ● currency fluctuations and devaluations; ● tariffs and trade barriers; ● export duties and quotas; ● changes in the availability and pricing of raw materials, energy and utilities; ● changes in local economic conditions; ● changes in laws and regulations, including the imposition of economic or trade sanctions affecting international commercial transactions; ● difficulties in managing international operations and the burden of complying with international and foreign laws; ● requirements to include local ownership or management in our business; ● economic and business objectives that differ from those of our joint venture partners; ● exposure to possible expropriation, nationalization or other government actions; ● restrictions on our ability to repatriate dividends from our subsidiaries; ● unsettled political conditions, military action, civil unrest, acts of terrorism, force majeure, war or other armed conflict, including the Russian invasion of Ukraine, the Israel-Hamas conflict and other hostilities in the Middle East; and ● countries whose governments have been hostile to U.S.-based businesses. ​ Following Russia’s invasion of Ukraine and the United States’ and other countries’ sanctions against Russia, we have limited our Russian business to operations that are essential to life, providing minimal support for our healthcare, life sciences, food and beverage and certain water businesses, and we may further narrow our presence in Russia depending on developments in the conflict or otherwise.
There are inherent risks in our international operations, including: ​ ● exchange controls and currency restrictions; ● currency fluctuations and devaluations; ● tariffs and trade barriers; ● export duties and quotas; ● changes in the availability and pricing of raw materials, energy and utilities; ● changes in local economic conditions; ● changes in laws and regulations, including the imposition of economic or trade sanctions affecting international commercial transactions; ● difficulties in managing international operations and the burden of complying with international and foreign laws; ● requirements to include local ownership or management in our business; ● economic and business objectives that differ from those of our joint venture partners; 16 Table of Contents ● exposure to possible expropriation, nationalization or other government actions; ● restrictions on our ability to repatriate dividends from our subsidiaries; ● unsettled political conditions, military action, civil unrest, acts of terrorism, force majeure, war or other armed conflict, including the Russian invasion of Ukraine, the Israel-Hamas conflict and other hostilities in the Middle East; and ● countries whose governments have been hostile to U.S.-based businesses. ​ Following Russia’s invasion of Ukraine and the United States’ and other countries’ sanctions against Russia, we have limited our Russian business to operations that are essential to life, providing minimal support for our healthcare, life sciences, food and beverage and certain water businesses, and we may further narrow our presence in Russia depending on developments in the conflict or otherwise.
Hurricanes or other severe weather events impacting the Gulf Coast, such as the winter freeze in Texas and the Gulf Coast in February 2021, can materially and adversely affect our ability to obtain raw materials at reasonable cost, or at all, and could adversely affect our business with our customers in the region. ​ Our commitments, goals, targets, objectives and initiatives related to sustainability, and our public statements and disclosures regarding them, expose us to numerous risks. ​ We have developed, and will continue to establish, goals, targets, and other objectives related to sustainability matters, including our sustainability goals in alignment with the United Nations Global Compact’s Business Ambition for 1.5⁰C and our commitments to science-based targets addressing Scope 1, 2 and 3 GHG emissions, discussed in Item 1 of Part I of this Form 10-K, entitled “Business.” 19 Table of Contents Achieving these goals and commitments will require evolving our business, capital investment and the development of technology that might not currently exist.
Hurricanes or other severe weather events impacting the Gulf Coast, such as the winter freeze in Texas and the Gulf Coast in February 2021, can materially and adversely affect our ability to obtain raw materials at reasonable cost, or at all, and could adversely affect our business with our customers in the region. ​ Our commitments, goals, targets, objectives and initiatives related to sustainability, and our public statements and disclosures regarding them, expose us to numerous risks. ​ We have developed, and will continue to establish, goals, targets, and other objectives related to sustainability matters, including our sustainability goals in alignment with the United Nations Global Compact’s Business Ambition for 1.5⁰C and our commitments to science-based targets addressing Scope 1, 2 and 3 GHG emissions, discussed in Item 1 of Part I of this Form 10-K, entitled “Business.” Achieving these goals and commitments will require evolving our business, capital investment and the development of technology that might not currently exist.
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. ​ Financial Risks ​ If the separation and split-off of our Upstream Energy business or certain internal transactions undertaken in anticipation of the divestiture are determined to be taxable in whole or in part, we and our stockholders may incur significant tax liabilities. ​ In connection with the separation and split-off of our Upstream Energy business that was consummated on June 3, 2020, we obtained opinions of outside tax counsel that the related merger and exchange offer will qualify as tax-free transactions to us and our stockholders, except to the extent that cash was paid to Ecolab stockholders in lieu of fractional shares.
Similarly, our failure or perceived failure to pursue or fulfill our commitments, goals, targets, and objectives, to 20 Table of Contents 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. ​ Financial Risks ​ If the separation and split-off of our Upstream Energy business or certain internal transactions undertaken in anticipation of the divestiture are determined to be taxable in whole or in part, we and our stockholders may incur significant tax liabilities. ​ In connection with the separation and split-off of our Upstream Energy business that was consummated on June 3, 2020, we obtained opinions of outside tax counsel that the related merger and exchange offer will qualify as tax-free transactions to us and our stockholders, except to the extent that cash was paid to Ecolab stockholders in lieu of fractional shares.
Changes to labor and employment laws and regulations, as well as related rulings by courts and administrative bodies, could materially and adversely affect our operations and expose us to potential financial liability. ​ Defense of litigation, particularly certain types of actions such as antitrust, patent infringement, personal injury, product liability, breach of contract, wage hour and class action lawsuits, can be costly and time consuming even if ultimately successful, and if not successful could have a material adverse effect on our consolidated results of operations, financial position or cash flows. ​ A chemical spill or release could materially and adversely impact our business. ​ As a manufacturer and supplier of chemical products, there is a potential for chemicals to be accidentally spilled, released or discharged, either in liquid or gaseous form, during production, transportation, storage or use.
Changes to labor and employment laws and regulations, as well as related rulings by courts and administrative bodies, could materially and adversely affect our operations and expose us to potential financial liability. 19 Table of Contents Defense of litigation, particularly certain types of actions such as antitrust, patent infringement, personal injury, product liability, breach of contract, wage hour and class action lawsuits, can be costly and time consuming even if ultimately successful, and if not successful could have a material adverse effect on our consolidated results of operations, financial position or cash flows. ​ A chemical spill or release could materially and adversely impact our business. ​ As a manufacturer and supplier of chemical products, there is a potential for chemicals to be accidentally spilled, released or discharged, either in liquid or gaseous form, during production, transportation, storage or use.
There can be no assurance that these restraints will not have a material adverse impact on our margins and consolidated results of operations. ​ Legal, Regulatory & Compliance Risks ​ Our business depends on our ability to comply with laws and governmental regulations and meet our contractual commitments and failure to do so could materially and adversely impact our business; and we may be materially and adversely affected by changes in laws and regulations . ​ 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 18 Table of Contents employment and labor laws and anti-corruption laws.
There can be no assurance that these restraints will not have a material adverse impact on our margins and consolidated results of operations. ​ Legal, Regulatory & Compliance Risks ​ Our business depends on our ability to comply with laws and governmental regulations and meet our contractual commitments and failure to do so could materially and adversely impact our business; and we may be materially and adversely affected by changes in laws and regulations . ​ 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 employment and labor laws and anti-corruption laws.
For example, a one percentage point increase in the average interest rate on our floating rate debt at December 31, 2023 would increase future interest expense by approximately $15 million per year; and ​ ● increasing our cost of funds and materially and adversely affecting our liquidity and access to the capital markets should we fail to maintain the credit ratings assigned to us by independent rating agencies. ​ If we add new debt, the risks described above could increase. ​ We incur significant expenses related to the amortization of intangible assets and may be required to report losses resulting from the impairment of goodwill or other assets recorded in connection with the Nalco and Purolite transactions and other acquisitions. ​ We expect to continue to complete selected acquisitions and joint venture transactions in the future.
For example, a one percentage point increase in the average interest rate on our floating rate debt at December 31, 2024 would increase future interest expense by approximately $15 million per year; and ​ ● increasing our cost of funds and materially and adversely affecting our liquidity and access to the capital markets should we fail to maintain the credit ratings assigned to us by independent rating agencies. ​ If we add new debt, the risks described above could increase. 21 Table of Contents We incur significant expenses related to the amortization of intangible assets and may be required to report losses resulting from the impairment of goodwill or other assets recorded in connection with the Nalco and Purolite transactions and other acquisitions. ​ We expect to continue to complete selected acquisitions and joint venture transactions in the future.
There may be other related challenges and risks as we complete implementation of our ERP system upgrade. ​ Our results could be materially and adversely affected by difficulties in securing the supply of certain raw materials or by fluctuations in the cost of raw materials. ​ The prices of raw materials used in our business fluctuate, and in recent years we have experienced periods of significant increased raw material costs.
There may be other related challenges and risks as we complete implementation of our ERP system upgrade. ​ 17 Table of Contents Our results could be materially and adversely affected by difficulties in securing the supply of certain raw materials or by fluctuations in the cost of raw materials. ​ The prices of raw materials used in our business fluctuate, and in recent years we have experienced periods of significant increased raw material costs.
Any of these events could result in a significant drop in demand for some of our products and services and materially and adversely affect our business. ​ Strategic Risks ​ If we are unsuccessful in integrating acquisitions our business could be materially and adversely affected. ​ We seek to acquire complementary businesses as part of our long-term strategy.
Any of these events could result in a significant drop in demand for some of our products and services and materially and adversely affect our business. ​ 18 Table of Contents Strategic Risks ​ If we are unsuccessful in integrating acquisitions our business could be materially and adversely affected. ​ We seek to acquire complementary businesses as part of our long-term strategy.
We conduct business in more than 170 countries and, in 2023, approximately 47% of our net sales originated outside the United States.
We conduct business in more than 170 countries and, in 2024, approximately 47% of our net sales originated outside the United States.
In particular, the OECD is coordinating negotiations among more than 140 jurisdictions with the goal of achieving consensus on various substantial changes to the international tax framework, including a 15% global minimum taxation regime (“Pillar Two”).
In particular, the OECD 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”).
This write-down of assets or goodwill is generally recognized as a non-cash expense in the statement of operations of the acquiring company for the accounting period during which the write down occurs. As of December 31, 2023, we had goodwill of $8.1 billion which is maintained in various reporting units, including goodwill from the Nalco and Purolite transactions.
This write-down of assets or goodwill is generally recognized as a non-cash expense in the statement of operations of the acquiring company for the accounting period during which the write down occurs. As of December 31, 2024, we had goodwill of $7.9 billion which is maintained in various reporting units, including goodwill from the Nalco and Purolite transactions.
Further, should we change our assertion regarding the permanent reinvestment of the undistributed earnings of international affiliates, a deferred tax liability may need to be established. ​ ​ 20 Table of Contents Our indebtedness may limit our operations and our use of our cash flow, and any failure to comply with the covenants that apply to our indebtedness could materially and adversely affect our liquidity and financial statements. ​ As of December 31, 2023, we had approximately $8.2 billion in outstanding indebtedness, with approximately $1.5 billion in the form of floating rate debt.
Further, should we change our assertion regarding the permanent reinvestment of the undistributed earnings of international affiliates, a deferred tax liability may need to be established. ​ Our indebtedness may limit our operations and our use of our cash flow, and any failure to comply with the covenants that apply to our indebtedness could materially and adversely affect our liquidity and financial statements. ​ As of December 31, 2024, we had approximately $7.6 billion in outstanding indebtedness, with approximately $1.5 billion in the form of floating rate debt.
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 16 Table of Contents 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 U.S. or foreign government policy on international trade, including the imposition or continuation of tariffs, could materially and adversely affect our business.
Such risks include, but are not limited to, adverse effects on macroeconomic conditions, including increased inflation, constraints on the availability of commodities, supply chain disruption and decreased business spending; disruptions to our or our business partners’ global technology infrastructure, including through cyber-attack or cyber-intrusion; adverse changes in international trade policies and relations; claims, litigation and regulatory enforcement; our ability to implement and execute our business strategy; terrorist activities; our exposure to foreign currency fluctuations; reputational risk; and constraints, volatility, or disruption in the capital markets. ​ Additionally, changes in international trade policies by governments around the world, including the imposition or continuation of tariffs, could materially and adversely affect our business.
Any new tariffs or policies imposed by the U.S., China or other countries or any additional retaliatory measures by any of these countries, could increase our costs, reduce our sales and earnings or otherwise have an adverse effect on our operations. ​ Further, our operations outside the United States require us to comply with a number of United States and non-U.S. laws and regulations, including anti-corruption laws such as the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act, as well as U.S. and non-U.S. economic sanctions regulations.
These tariffs, any new tariffs or policies imposed by governments around the world, or any resulting retaliatory measures, to the extent implemented, could increase our costs, reduce our sales and earnings or otherwise have an adverse effect on our operations. ​ Further, our operations outside the United States require us to comply with a number of United States and non-U.S. laws and regulations, including anti-corruption laws such as the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act, as well as U.S. and non-U.S. economic sanctions regulations.
While our operations in Russia and areas experiencing conflict are not material to our business and financial results, the escalation of these conflicts may also heighten many other risks disclosed in our report on Form 10-K, any of which could materially and adversely affect our business and financial results.
While our operations in Russia and areas experiencing conflict are not material to our business and financial results, the escalation of these 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.
Pillar Two takes effect in several jurisdictions in which we operate starting in 2024 and will increase the burden and costs of our tax compliance. The company continues to monitor these legislative developments, but based on information available does not anticipate material impacts to the 2024 financial statements.
Pillar Two took effect in several jurisdictions in which we operate starting in 2024 and will increase the burden and costs of our tax compliance. We continue to monitor these legislative developments, which based on information available, have not had material impacts to the 2024 financial statements.
Impairment losses could be significant and could have a material adverse effect on our consolidated results of operations and financial position. ​ ​
Impairment losses could be significant and could have a material adverse effect on our consolidated results of operations and financial position. ​ ​ Item 1B. Unresolved Staff Comments. ​ None. ​ ​
In 2018, the U.S. imposed tariffs on certain imports from China and other countries, resulting in retaliatory tariffs by China and other countries.
In 2018, the U.S. imposed tariffs on certain imports from China and other countries, resulting in retaliatory tariffs by China and other countries. 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.
There can be no assurance that we will find attractive acquisition candidates or succeed at effectively managing the integration of acquired businesses, including Purolite, which operates in the highly regulated life sciences, pharma and biopharma industries and has extensive international operations which complicate integration execution.
There can be no assurance that we will find attractive acquisition candidates or succeed at effectively managing the integration of acquired businesses.
In addition, volatility and disruption in economic activity and conditions could disrupt or delay the performance of our suppliers and thus impact our ability to obtain raw materials at favorable prices or on favorable terms, which may materially and adversely affect our business. ​ 17 Table of Contents Severe public health outbreaks not limited to COVID-19 may adversely impact our business. ​ The COVID-19 pandemic had a rapid and significant negative impact on the global economy, including a significant downturn in the foodservice, hospitality and travel industries.
Any failure in our AI initiatives could materially harm our business, financial condition, and results of operations. ​ Severe public health outbreaks not limited to COVID-19 may adversely impact our business. ​ The COVID-19 pandemic had a rapid and significant negative impact on the global economy, including a significant downturn in the foodservice, hospitality and travel industries.
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.
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.
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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.
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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.
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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.
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In such case, the trading price of our common stock could decline, and you may lose all or part of your original investment.
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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.
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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. ​ Economic & Operational Risks ​ Our results are impacted by general worldwide economic factors. ​ Over the past year, global interest rates aimed at curbing inflation, as well as implications of geopolitical situations in Europe, the Middle East and China, have resulted in economic and demand uncertainty.
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In addition, volatility and disruption in economic activity and conditions could disrupt or delay the performance of our suppliers and thus impact our ability to obtain raw materials at favorable prices or on favorable terms, which may materially and adversely affect our business. ​ 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.
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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.
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These issues could impair the effectiveness of our AI systems and result in significant operational challenges.
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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.
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Compliance with evolving AI regulations may impose significant costs, limit our ability to incorporate AI capabilities, and expose us to legal liabilities.
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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.
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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.
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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.
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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.
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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.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeEcolab has an Information Security Steering Committee (“ISSC”), a cross-functional team chaired by our Chief Information Security Officer (“CISO”) that is described more fully below. ​ Senior management provides in-depth reviews of cybersecurity matters to the Board and the Audit Committee.
Biggest changeEcolab has an Information Security Steering Committee (“ISSC”), a cross-functional team chaired by our Chief Information Security Officer (“CISO”). ​ 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. ​ Senior management provides in-depth reviews of cybersecurity matters to the Board and the Audit Committee.
Ecolab’s cybersecurity program addresses the following key areas: ​ ● Governance: As discussed in more detail under the heading “Cybersecurity Governance,” the Audit Committee and the Board of Directors provide oversight of cybersecurity risk management. ​ 21 Table of Contents ● Technical Safeguards: We have implemented multi-layer controls designed to protect our information systems from cybersecurity threats, including general, backup, recovery, resiliency, processing, access, change and risk controls.
Ecolab’s cybersecurity program addresses the following key areas: ​ ● Governance: As discussed in more detail under the heading “Cybersecurity Governance,” the Audit Committee and the Board of Directors provide oversight of cybersecurity risk management. ​ ● Technical Safeguards: We have implemented multi-layer controls designed to protect our information systems from cybersecurity threats, including general, backup, recovery, resiliency, processing, access, change and risk controls.
These reports cover a wide range of topics, and may include current and emerging cybersecurity threat risks, third-party assessments, risk-mitigation tactics and programs, information security considerations arising with respect to our peers and third parties, and our incident response plan. ​ Through a risk-based approach consistent with Ecolab’s ERM framework, the CISO identifies cyber incidents that are brought forward to a cross-functional cyber-incident response team including our CEO, CFO, CIO, General Counsel, CISO and Executive Vice President Supply Chain.
These reports cover a wide range of topics, and may include current and emerging cybersecurity threat risks, third-party assessments, risk-mitigation tactics and programs, information security considerations arising with respect to our peers and third parties, and our incident response plan. ​ Through a risk-based approach consistent with Ecolab’s ERM framework, the CISO identifies cyber incidents that are brought forward to a cross-functional cyber-incident response team including our CEO, CFO, EVP & GM Digital, General Counsel, CISO and Executive Vice President Supply Chain.
Management is responsible for timely disclosure of cybersecurity incidents as required by law. ​ ● Third-Party Risk Management: We maintain a risk-based approach to identify, monitor, and manage third-party cybersecurity risks associated with our use of third-party service providers who have access to our systems, data or are critical to our continued business operations.
Management is responsible for timely disclosure of cybersecurity incidents as required by law. ​ 22 Table of Contents ● Third-Party Risk Management: We maintain a risk-based approach to identify, monitor, and manage third-party cybersecurity risks associated with our use of third-party service providers who have access to our systems, data or are critical to our continued business operations.
This cyber incident response team, or, in the event of more minor incidents, the CISO and her team, takes steps to promptly assess and address the incident, including engaging third parties according to pre-established guidelines.
This cyber incident response team, or, in the event of more minor incidents, the CISO and his team, takes steps to promptly assess and address the incident, including engaging third parties according to pre-established guidelines.
The Committee is comprised of executive leaders including the Chief Information Officer (“CIO”), Chief Digital Officer, Chief Operating Officer, Chief Financial Officer, Chief Technology Officer, the General Counsel, the Executive Vice Presidents of our commercial divisions, the Executive Vice President Global Supply Chain, the Executive Vice President Human Resources, the Vice President of Enterprise Business Solutions, and the Vice President Internal Audit. ​ The ISSC assists the CISO in fulfilling our responsibilities regarding our information security program to protect the confidentiality, integrity and availability of our information assets, financial assets, and information systems.
The Committee is comprised of executive leaders including the Executive Vice President and General Manager - Ecolab Digital (“EVP & GM Digital”), the Senior Vice President IT Enterprise Operations, the Chief Operating Officer, the Chief Financial Officer, the Chief 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 Global Business Transformation, and the Vice President Internal Audit. ​ The ISSC assists the CISO in fulfilling our responsibilities regarding our information security program to protect the confidentiality, integrity and availability of our information assets, financial assets, and information systems.
The Board and the Audit Committee each receive an overview from our CIO and CISO regarding our cybersecurity threat risk management and strategy processes.
The Board receives an overview from our EVP & GM Digital and the Audit Committee receives reports from our CISO regarding our cybersecurity threat risk management and strategy processes.
The Board and the Audit Committee also receive prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, including ongoing updates regarding any such incident until it has been addressed. ​ Ecolab’s cybersecurity program is led by our CISO, who holds a CISO certification.
The Board and the Audit Committee also receive prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, including ongoing updates regarding any such incident until it has been addressed. ​ ​ 23 Table of Contents
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She has been our CISO since 2020 and has more than 35 years of information systems experience in total. ​ 22 Table of Contents ​

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOur Purolite business maintains leased and owned facilities in the greater King of Prussia, PA area for administrative functions, and research and development. ​ Significant regional administrative and/or research facilities are located in Campinas, Brazil; Leiden, Netherlands, which we own; and in Bangalore, India; Dubai, UAE; Monheim, Germany; Pune, India; Singapore; Shanghai, China; and Zurich, Switzerland, which we lease.
Biggest changeOur Life Sciences operating segment maintains leased and owned facilities in the greater King of Prussia, PA area for administrative functions, and research and development. ​ Significant regional administrative and/or research facilities are located in Campinas, Brazil; Leiden, Netherlands, which we own; and in Bangalore, India; Dubai, UAE; Monheim, Germany; Pune, India; Singapore; Shanghai, China; and Zurich, Switzerland, which we lease.
Item 2. Propertie s. ​ We operate 32 manufacturing facilities in 14 states in the U.S. Internationally, we operate 68 manufacturing facilities in 38 countries. We own most of our manufacturing locations. Our manufacturing philosophy is to manufacture products wherever an economic, process or quality assurance advantage exists or where proprietary manufacturing techniques dictate in-house production.
Item 2. Propertie s. ​ We operate 32 manufacturing facilities in 14 states in the U.S. Internationally, we operate 67 manufacturing facilities in 37 countries. We own most of our manufacturing locations. Our manufacturing philosophy is to manufacture products wherever an economic, process or quality assurance advantage exists or where proprietary manufacturing techniques dictate in-house production.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeLega l Proceedings. ​ Discussion of legal proceedings is incorporated by reference from Part II, Item 8, Note 15, “Commitments and Contingencies,” of this Form 10-K and should be considered an integral part of Part I, Item 3, “Legal Proceedings.” ​ Discussion of other environmental-related legal proceedings is incorporated by reference from Part I, Item 1 above, under the heading “Environmental and Regulatory Considerations.” ​ ​ Item 4.
Biggest changeLega l Proceedings. ​ Discussion of legal proceedings is incorporated by reference from Part II, Item 8, Note 15, “Commitments and Contingencies,” of this Form 10-K and should be considered an integral part of Part I, Item 3, “Legal Proceedings.” ​ Discussion of other environmental-related legal proceedings is incorporated by reference from Part I, Item 1 above, under the heading “Environmental and Regulatory Considerations.” ​ 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.
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Mine Safety Disclosures. ​ Not applicable. ​ 23 Table of Contents PART II ​
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We have no such proceedings exceeding this threshold to report. ​ ​

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. ​ Market Information ​ Our common stock is listed on the New York Stock Exchange under the symbol “ECL.” Our common stock is also traded on an unlisted basis on certain other United States exchanges. ​ Holders ​ On January 31, 2024, we had 4,797 holders of record of our Common Stock. ​ Issuer Purchases of Equity Securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total number of shares ​ Maximum number of ​ ​ ​ ​ ​ ​ purchased as part of ​ shares that may yet be ​ ​ Total number of ​ Average price paid ​ publicly announced ​ purchased under the Period ​ shares purchased (1) ​ per share (2) ​ plans or programs (3) ​ plans or programs (3) 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. ​ (3) As announced on February 24, 2015, our Board of Directors authorized the repurchase of up to 20,000,000 common shares.
Biggest changeMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. ​ Market Information ​ Our common stock is listed on the New York Stock Exchange under the symbol “ECL.” Our common stock is also traded on an unlisted basis on certain other United States exchanges. ​ Holders ​ On January 31, 2025, we had 4,561 holders of record of our Common Stock. ​ Issuer Purchases of Equity Securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total number of shares ​ Maximum number of ​ ​ ​ ​ ​ ​ purchased as part of ​ shares that may yet be ​ ​ Total number of ​ Average price paid ​ publicly announced ​ purchased under the Period ​ shares purchased ​ per share ​ plans or programs (1) ​ plans or programs (1) 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 ​ ​ (1) As announced on November 3, 2022, our Board of Directors authorized the repurchase of up to 10,000,000 common shares.
As announced on November 3, 2022, our Board of Directors authorized the repurchase of up to an additional 10,000,000 shares. Subject to market conditions, we expect to repurchase all shares under these authorizations, for which no expiration date has been established, in open market or privately negotiated transactions, including pursuant to Rule 10b5-1 and accelerated share repurchase program. ​ ​
Subject to market conditions, we expect to repurchase all shares under 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. ​ ​

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

125 edited+21 added−21 removed75 unchanged
Biggest changeAdditional information about our reportable segments is included in Note 18. ​ Fixed currency net sales and operating income for 2023, 2022 and 2021 for our reportable segments are shown in the following tables. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Sales ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent Change ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) 2023 2022 2021 2023 ​ 2022 Global Industrial ​ ​ $7,193.1 ​ ​ $6,736.3 ​ $5,908.5 ​ 7 % ​ 14 % Global Institutional & Specialty ​ 4,994.0 ​ ​ 4,414.3 ​ 3,856.7 13 ​ ​ 14 ​ Global Healthcare & Life Sciences ​ ​ 1,576.9 ​ ​ ​ 1,505.8 ​ ​ 1,101.1 ​ 5 ​ ​ 37 ​ Other ​ 1,442.3 ​ ​ 1,313.3 ​ 1,162.5 10 ​ ​ 13 ​ Corporate ​ ​ 69.1 ​ ​ ​ 123.7 ​ ​ 137.4 ​ (44) ​ ​ (10) ​ Subtotal at fixed currency ​ 15,275.4 ​ ​ 14,093.4 ​ 12,166.2 8 ​ ​ 16 ​ Effect of foreign currency translation ​ 44.8 ​ ​ 94.4 ​ 566.9 ​ ​ ​ ​ ​ Consolidated reported GAAP net sales ​ $15,320.2 ​ ​ ​ $14,187.8 ​ ​ $12,733.1 8 % ​ 11 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent Change ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) 2023 2022 2021 2023 ​ 2022 Global Industrial ​ ​ $1,080.7 ​ ​ $935.8 ​ $943.4 ​ 15 % ​ (1) % Global Institutional & Specialty ​ 823.0 ​ ​ 621.7 ​ 536.7 32 ​ ​ 16 ​ Global Healthcare & Life Sciences ​ ​ 160.0 ​ ​ ​ 193.3 ​ ​ 141.0 ​ (17) ​ ​ 37 ​ Other ​ 255.0 ​ ​ 209.9 ​ 181.3 21 ​ ​ 16 ​ Corporate ​ (331.7) ​ ​ (414.4) ​ (314.3) (20) ​ ​ 32 ​ Subtotal at fixed currency ​ 1,987.0 ​ ​ 1,546.3 ​ 1,488.1 29 ​ ​ 4 ​ Effect of foreign currency translation ​ 5.3 ​ ​ 16.2 ​ 110.5 ​ ​ ​ ​ ​ Consolidated reported GAAP operating income ​ $1,992.3 ​ ​ ​ $1,562.5 ​ ​ $1,598.6 28 % ​ (2) % ​ The following tables reconcile the impact of acquisitions and divestitures within our reportable segments. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ December 31 Net Sales ​ 2023 ​ 2022 (millions) Fixed Currency ​ Impact of Acquisitions and Divestitures ​ Organic ​ Fixed Currency ​ Impact of Acquisitions and Divestitures ​ Organic Global Industrial ​ $7,193.1 ​ ($4.5) ​ $7,188.6 ​ $6,736.3 ​ $- ​ $6,736.3 Global Institutional & Specialty 4,994.0 ​ (39.8) ​ 4,954.2 ​ 4,414.3 ​ - ​ 4,414.3 Global Healthcare & Life Sciences ​ 1,576.9 ​ - ​ 1,576.9 ​ 1,505.8 ​ - ​ 1,505.8 Other 1,442.3 ​ - ​ 1,442.3 ​ 1,313.3 ​ - ​ 1,313.3 Corporate ​ 69.1 ​ (69.1) ​ - ​ 123.7 ​ (123.7) ​ - Subtotal at fixed currency 15,275.4 ​ (113.4) ​ 15,162.0 ​ 14,093.4 ​ (123.7) ​ 13,969.7 Effect of foreign currency translation 44.8 ​ ​ ​ ​ ​ 94.4 ​ ​ ​ ​ Consolidated reported GAAP net sales $15,320.2 ​ ​ ​ ​ ​ $14,187.8 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Income ​ 2023 ​ 2022 (millions) Fixed Currency ​ Impact of Acquisitions and Divestitures ​ Organic ​ Fixed Currency ​ Impact of Acquisitions and Divestitures ​ Organic Global Industrial ​ $1,080.7 ​ $0.2 ​ $1,080.9 ​ $935.8 ​ $- ​ $935.8 Global Institutional & Specialty 823.0 ​ (0.5) ​ 822.5 ​ 621.7 ​ - ​ 621.7 Global Healthcare & Life Sciences 160.0 ​ - ​ 160.0 ​ 193.3 ​ - ​ 193.3 Other ​ 255.0 ​ - ​ 255.0 ​ 209.9 ​ - ​ 209.9 Corporate (198.3) ​ (2.6) ​ (200.9) ​ (200.9) ​ (0.4) ​ (201.3) Non-GAAP adjusted fixed currency operating income 2,120.4 ​ (2.9) ​ 2,117.5 ​ 1,759.8 ​ (0.4) ​ 1,759.4 Special (gains) and charges 133.4 ​ ​ ​ ​ ​ 213.5 ​ ​ ​ ​ Subtotal at fixed currency 1,987.0 ​ ​ ​ ​ ​ 1,546.3 ​ ​ ​ ​ Effect of foreign currency translation 5.3 ​ ​ ​ ​ ​ 16.2 ​ ​ ​ ​ Consolidated reported GAAP operating income $1,992.3 ​ ​ ​ ​ ​ $1,562.5 ​ ​ ​ ​ 37 Table of Contents Global Industrial ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2022 ​ 2021 Sales at fixed currency (millions) ​ ​ $7,193.1 ​ ​ ​ $6,736.3 ​ ​ ​ $5,908.5 ​ Sales at public currency (millions) ​ ​ 7,221.8 ​ ​ ​ 6,805.0 ​ ​ ​ 6,237.9 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Volume ​ (2) % ​ ​ 1 % ​ ​ ​ ​ Price changes ​ 9 % ​ ​ 13 % ​ ​ ​ ​ Organic sales change ​ ​ 7 % ​ ​ 14 % ​ ​ ​ ​ Acquisitions and divestitures ​ - % ​ ​ - % ​ ​ ​ ​ Fixed currency sales change ​ 7 % ​ ​ 14 % ​ ​ ​ ​ Foreign currency translation ​ ​ (1) % ​ ​ (5) % ​ ​ ​ ​ Public currency sales change ​ 6 % ​ ​ 9 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income at fixed currency (millions) ​ ​ $1,080.7 ​ ​ ​ $935.8 ​ ​ ​ $943.4 ​ Operating income at public currency (millions) ​ ​ 1,084.7 ​ ​ ​ 950.0 ​ ​ ​ 1,019.5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fixed currency operating income change ​ ​ 15 % ​ ​ (1) % ​ ​ ​ ​ Fixed currency operating income margin ​ 15.0 % ​ 13.9 % ​ 16.0 % Organic operating income change ​ 16 % ​ * ​ ​ ​ ​ ​ Organic operating income margin ​ 15.0 % ​ 13.9 % ​ ​ * ​ Public currency operating income change ​ ​ 14 % ​ ​ (7) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ * Not meaningful Percentages in the above table do not necessarily sum due to rounding. ​ Net Sales ​ Organic sales for Global Industrial increased in 2023 driven by strong pricing and new business wins partially offset by weaker markets.
Biggest changeAdditional information about our reportable segments is included in Note 18. ​ Fixed currency net sales and operating income for 2024, 2023 and 2022 for our reportable segments are shown in the following tables. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Sales ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent Change ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) 2024 2023 2022 2024 ​ 2023 Global Industrial ​ ​ $7,857.2 ​ ​ $7,640.5 ​ $7,172.6 ​ 3 % ​ 7 % Global Institutional & Specialty ​ 5,413.9 ​ ​ 5,014.6 ​ 4,433.2 8 ​ ​ 13 ​ Global Healthcare & Life Sciences ​ ​ 1,434.1 ​ ​ ​ 1,607.5 ​ ​ 1,534.3 ​ (11) ​ ​ 5 ​ Global Pest Elimination ​ 1,167.8 ​ ​ 1,070.2 ​ 963.5 9 ​ ​ 11 ​ Corporate ​ ​ - ​ ​ ​ 42.7 ​ ​ 89.2 ​ (100) ​ ​ (52) ​ Subtotal at fixed currency ​ 15,873.0 ​ ​ 15,375.5 ​ 14,192.8 3 ​ ​ 8 ​ Effect of foreign currency translation ​ (131.6) ​ ​ (55.3) ​ (5.0) ​ ​ ​ ​ ​ Consolidated reported GAAP net sales ​ $15,741.4 ​ ​ ​ $15,320.2 ​ ​ $14,187.8 3 % ​ 8 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent Change ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) 2024 2023 2022 2024 ​ 2023 Global Industrial ​ ​ $1,300.6 ​ ​ $1,122.0 ​ $948.9 ​ 16 % ​ 18 % Global Institutional & Specialty ​ 1,182.7 ​ ​ 841.8 ​ 631.9 40 ​ ​ 33 ​ Global Healthcare & Life Sciences ​ ​ 147.2 ​ ​ ​ 160.8 ​ ​ 193.4 ​ (8) ​ ​ (17) ​ Global Pest Elimination ​ 220.4 ​ ​ 210.4 ​ 197.3 5 ​ ​ 7 ​ Corporate ​ (15.8) ​ ​ (332.8) ​ (414.3) (95) ​ ​ (20) ​ Subtotal at fixed currency ​ 2,835.1 ​ ​ 2,002.2 ​ 1,557.2 42 ​ ​ 29 ​ Effect of foreign currency translation ​ (32.7) ​ ​ (9.9) ​ 5.3 ​ ​ ​ ​ ​ Consolidated reported GAAP operating income ​ $2,802.4 ​ ​ ​ $1,992.3 ​ ​ $1,562.5 41 % ​ 28 % ​ The following tables reconcile the impact of acquisitions and divestitures within our reportable segments. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ December 31 Net Sales ​ 2024 ​ 2023 (millions) Fixed Currency ​ Impact of Acquisitions and Divestitures ​ Organic ​ Fixed Currency ​ Impact of Acquisitions and Divestitures ​ Organic Global Industrial ​ $7,857.2 ​ ($89.3) ​ $7,767.9 ​ $7,640.5 ​ ($26.7) ​ $7,613.8 Global Institutional & Specialty 5,413.9 ​ (32.0) ​ 5,381.9 ​ 5,014.6 ​ - ​ 5,014.6 Global Healthcare & Life Sciences ​ 1,434.1 ​ - ​ 1,434.1 ​ 1,607.5 ​ (183.1) ​ 1,424.4 Global Pest Elimination 1,167.8 ​ (10.2) ​ 1,157.6 ​ 1,070.2 ​ - ​ 1,070.2 Corporate ​ - ​ - ​ - ​ 42.7 ​ (42.7) ​ - Subtotal at fixed currency 15,873.0 ​ (131.5) ​ 15,741.5 ​ 15,375.5 ​ (252.5) ​ 15,123.0 Effect of foreign currency translation (131.6) ​ ​ ​ ​ ​ (55.3) ​ ​ ​ ​ Consolidated reported GAAP net sales $15,741.4 ​ ​ ​ ​ ​ $15,320.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Income ​ 2024 ​ 2023 (millions) Fixed Currency ​ Impact of Acquisitions and Divestitures ​ Organic ​ Fixed Currency ​ Impact of Acquisitions and Divestitures ​ Organic Global Industrial ​ $1,300.6 ​ ($6.1) ​ $1,294.5 ​ $1,122.0 ​ ($1.3) ​ $1,120.7 Global Institutional & Specialty 1,182.7 ​ (1.8) ​ 1,180.9 ​ 841.8 ​ - ​ 841.8 Global Healthcare & Life Sciences 147.2 ​ - ​ 147.2 ​ 160.8 ​ (35.7) ​ 125.1 Global Pest Elimination ​ 220.4 ​ 0.4 ​ 220.8 ​ 210.4 ​ - ​ 210.4 Corporate ​ (199.2) ​ - ​ (199.2) ​ (199.4) ​ (1.4) ​ (200.8) Non-GAAP adjusted fixed currency operating income 2,651.7 ​ (7.5) ​ 2,644.2 ​ 2,135.6 ​ (38.4) ​ 2,097.2 Special (gains) and charges (183.4) ​ ​ ​ ​ ​ 133.4 ​ ​ ​ ​ Subtotal at fixed currency 2,835.1 ​ ​ ​ ​ ​ 2,002.2 ​ ​ ​ ​ Effect of foreign currency translation (32.7) ​ ​ ​ ​ ​ (9.9) ​ ​ ​ ​ Consolidated reported GAAP operating income $2,802.4 ​ ​ ​ ​ ​ $1,992.3 ​ ​ ​ ​ 37 Table of Contents Global Industrial ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 Sales at fixed currency (millions) ​ ​ $7,857.2 ​ ​ ​ $7,640.5 ​ ​ ​ $7,172.6 ​ Sales at public currency (millions) ​ ​ 7,777.2 ​ ​ ​ 7,626.5 ​ ​ ​ 7,197.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Organic sales change ​ ​ 2 % ​ ​ * ​ ​ ​ ​ ​ Acquisitions and divestitures ​ 1 % ​ ​ * ​ ​ ​ ​ ​ Fixed currency sales change ​ 3 % ​ ​ 7 % ​ ​ ​ ​ Foreign currency translation ​ ​ (1) % ​ ​ (1) % ​ ​ ​ ​ Public currency sales change ​ 2 % ​ ​ 6 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income at fixed currency (millions) ​ ​ $1,300.6 ​ ​ ​ $1,122.0 ​ ​ ​ $948.9 ​ Operating income at public currency (millions) ​ ​ 1,280.5 ​ ​ ​ 1,122.0 ​ ​ ​ 959.8 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fixed currency operating income change ​ ​ 16 % ​ ​ 18 % ​ ​ ​ ​ Fixed currency operating income margin ​ 16.6 % ​ 14.7 % ​ 13.2 % Organic operating income change ​ 16 % ​ * ​ ​ ​ ​ ​ Organic operating income margin ​ 16.7 % ​ 14.7 % ​ ​ * ​ Public currency operating income change ​ ​ 14 % ​ ​ 17 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ * Not meaningful Percentages in the above table do not necessarily sum due to rounding. ​ Net Sales ​ Organic sales for Global Industrial increased in 2024 driven by strong new business wins and value pricing which overcame uneven end-market trends.
We use net investment hedges as hedging instruments to manage risks associated with our investments in foreign operations.
We use net investment hedges as hedging instruments to manage risks associated with our investments in foreign operations.
Charges are related primarily to the Purolite acquisition and consist of integration related costs, advisory and legal fees. Acquisition and integration related costs reported in product and equipment cost of sales on the Consolidated Statements of Income in 2022 include $25.0 million ($19.6 million after tax) or $0.07 per diluted share.
Charges are related primarily to the Purolite transaction and consist of integration related costs, advisory and legal fees. Acquisition and integration related costs reported in product and equipment cost of sales on the Consolidated Statements of Income in 2022 include $25.0 million ($19.6 million after tax) or $0.07 per diluted share.
We will continue to evaluate our cash position in light of future developments. ​ In January 2024, we repaid €575 million ($630 million) of long-term debt. ​ As of December 31, 2023, we had a $2.0 billion multi-year credit facility, which expires in April 2026.
We will continue to evaluate our cash position in light of future developments. ​ In January 2024, we repaid €575 million ($630 million) of long-term debt. ​ As of December 31, 2024, we had a $2.0 billion multi-year credit facility, which expires in April 2026.
Under these arrangements, we agree to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount. As of December 31, 2023, we had $1,500 million of interest rate swaps outstanding. Refer to Note 8 for further information on our hedging activity.
Under these arrangements, we agree to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount. As of December 31, 2024, we had $1,500 million of interest rate swaps outstanding. Refer to Note 8 for further information on our hedging activity.
For additional information on income taxes refer to Note 12. ​ 29 Table of Contents Long-Lived Assets, Intangible Assets and Goodwill ​ Long-Lived and Amortizable Intangible Assets ​ Purchased long-lived and amortizable intangible assets not acquired as part of a business combination are recorded as of their acquisition date at cost, whereas long-lived and amortizable assets acquired as part of a business combination are recorded as of their acquisition date at their fair values based on the fair value requirements defined in U.S.
For additional information on income taxes refer to Note 12. ​ 30 Table of Contents Long-Lived Assets, Intangible Assets and Goodwill ​ Long-Lived and Amortizable Intangible Assets ​ Purchased long-lived and amortizable intangible assets not acquired as part of a business combination are recorded as of their acquisition date at cost, whereas long-lived and amortizable assets acquired as part of a business combination are recorded as of their acquisition date at their fair values based on the fair value requirements defined in U.S.
As of December 31, 2023, both programs were rated A-2 by Standard & Poor’s, P-2 by Moody’s and F-1 by Fitch. ​ Additionally, we have uncommitted credit lines with major international banks and financial institutions. These credit lines support our daily global funding needs, primarily our global cash pooling structures.
As of December 31, 2024, both programs were rated A-2 by Standard & Poor’s, P-2 by Moody’s and F-1 by Fitch. ​ Additionally, we have uncommitted credit lines with major international banks and financial institutions. These credit lines support our daily global funding needs, primarily our global cash pooling structures.
We also provide our segment results based on public currency rates for informational purposes. ​ Our reportable segments do not include the impact of intangible asset amortization from the Nalco and Purolite transactions or the impact of special (gains) and charges as these are not allocated to our reportable segments. ​ Our non-GAAP financial measures for organic sales, organic operating income and organic operating income margin are at fixed currency and exclude the impact of special (gains) and charges, the results of our acquired businesses from the first twelve months post acquisition and the results of divested businesses from the twelve months prior to divestiture.
We also provide our segment results based on public currency rates for informational purposes. ​ Our reportable segments do not include the impact of intangible asset amortization from the Nalco and Purolite transactions or the impact of special (gains) and charges as these are not allocated to our reportable segments. ​ ​ 46 Table of Contents Our non-GAAP financial measures for organic sales, organic operating income and organic operating income margin are at fixed currency and exclude the impact of special (gains) and charges, the results of our acquired businesses from the first twelve months post acquisition and the results of divested businesses from the twelve months prior to divestiture.
Our outstanding dividend history reflects our long-term growth and development, strong cash flows, solid financial position and confidence in our business prospects for the years ahead. ​ ​ 26 Table of Contents CRITICAL ACCOUNTING ESTIMATES ​ Our consolidated financial statements are prepared in accordance with U.S. GAAP.
Our outstanding dividend history reflects our long-term growth and development, strong cash flows, solid financial position and confidence in our business prospects for the years ahead. ​ ​ 27 Table of Contents CRITICAL ACCOUNTING ESTIMATES ​ Our consolidated financial statements are prepared in accordance with U.S. GAAP.
For additional information on our commitments and contingencies, refer to Note 15. ​ 27 Table of Contents Actuarially Determined Liabilities ​ Pension and Postretirement Healthcare Benefit Plans ​ The measurement of our pension and postretirement benefit obligations are dependent on a variety of assumptions determined by management and used by our actuaries in their valuations and calculations.
For additional information on our commitments and contingencies, refer to Note 15. ​ 28 Table of Contents Actuarially Determined Liabilities ​ Pension and Postretirement Healthcare Benefit Plans ​ The measurement of our pension and postretirement benefit obligations are dependent on a variety of assumptions determined by management and used by our actuaries in their valuations and calculations.
Our Nalco tradename impairment assessment for 2023 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 2023 that required completion of an interim impairment assessment of our Nalco trade name in the second half of 2023.
Our Nalco tradename impairment assessment for 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 2024 that required completion of an interim impairment assessment of our Nalco trade name in the second half of 2024.
For our annual 2023 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.
For our annual 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.
Based on a sensitivity analysis (assuming a 10% change in market rates) of our foreign exchange and interest rate derivatives and other financial instruments, changes in exchange rates or interest rates would increase/decrease our financial position and liquidity by approximately $169 million.
Based on a sensitivity analysis (assuming a 10% change in market rates) of our foreign exchange and interest rate derivatives and other financial instruments, changes in exchange rates or interest rates would increase/decrease our financial position and liquidity by approximately $262 million.
The discount rates are calculated by matching each plans’ projected cash flows to the bond yield curve. For 2023 and 2022, we measured service and interest costs by applying the specific spot rates along that yield curve to the plans’ liability cash flows.
The discount rates are calculated by matching each plans’ projected cash flows to the bond yield curve. For 2024 and 2023, we measured service and interest costs by applying the specific spot rates along that yield curve to the plans’ liability cash flows.
The unrecognized net losses on our U.S. qualified and non-qualified pension plans increased to $495 million as of December 31, 2023 from $412 million as of December 31, 2022 (both before tax), primarily due to lower actual return on assets partially offset by current year net actuarial gains. ​ The effect of a decrease in the discount rate or decrease in the expected return on assets assumption as of December 31, 2023, on the December 31, 2023 defined benefit obligation and 2024 expense is shown below, assuming no changes in benefit levels.
The unrecognized net losses on our U.S. qualified and non-qualified pension plans increased to $526 million as of December 31, 2024, from $495 million as of December 31, 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 in the expected return on assets assumption as of December 31, 2024, on the December 31, 2024 defined benefit obligation and 2025 expense is shown below, assuming no changes in benefit levels.
This requires us to make significant estimates and assumptions relating to the present value of its future cash flows, such as growth rates, royalty rates or discount rates. ​ We review our long-lived and amortizable intangible assets, the net value of which was $6.3 billion as of December 31, 2023 and 2022, for impairment when significant events or changes in business circumstances indicate that the carrying amount of the assets may not be recoverable.
This requires us to make significant estimates and assumptions relating to the present value of its future cash flows, such as growth rates, royalty rates or discount rates. ​ We review our long-lived and amortizable intangible assets, the net value of which was $6.5 billion and $6.3 billion as of December 31, 2024 and 2023, respectively, for impairment when significant events or changes in business circumstances indicate that the carrying amount of the assets may not be recoverable.
If the results of an annual or interim goodwill impairment assessment demonstrate the carrying amount of a reporting unit is greater than its fair value, we will recognize an impairment loss for the amount by which the reporting unit’s carrying amount exceeds its fair value, but not to exceed the carrying amount of goodwill assigned to that reporting unit. ​ For our annual 2023 goodwill impairment assessment, we completed our impairment assessment for our ten reporting units using discounted cash flow analyses that incorporated assumptions regarding future growth rates, terminal values and discount rates.
If the results of an annual or interim goodwill impairment assessment demonstrate the carrying amount of a reporting unit is greater than its fair value, we will recognize an impairment loss for the amount by which the reporting unit’s carrying amount exceeds its fair value, but not to exceed the carrying amount of goodwill assigned to that reporting unit. ​ For our annual 2024 goodwill impairment assessment, we completed our impairment assessment for our eight reporting units using discounted cash flow analyses that incorporated assumptions regarding future growth rates, terminal values and discount rates.
At year end, we had no commercial paper outstanding under our U.S. program nor our Euro program. There were no borrowings under our credit facility as of December 31, 2023 or 2022.
At year end, we had no commercial paper outstanding under our U.S. program nor our Euro program. There were no borrowings under our credit facility as of December 31, 2024 or 2023.
Fixed currency amounts included in this Form 10-K are based on translation into U.S. dollars at the fixed foreign currency exchange rates established by management at the beginning of 2023.
Fixed currency amounts included in this Form 10-K are based on translation into U.S. dollars at the fixed foreign currency exchange rates established by management at the beginning of 2024.
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 7.75% for 2023 and 7.00% for 2022 and 2021. ​ ● Projected salary is based on our long-term actual experience, the near-term outlook and assumed inflation.
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 8.00% for 2024, 7.75% for 2023 and 7.00% for 2022. ​ ● Projected salary is based on our long-term actual experience, the near-term outlook and assumed inflation.
Assets held in Argentina and Turkey at the end of 2023 represented less than 1% of our consolidated assets. ​ In light of Russia’s invasion of Ukraine and the sanctions against Russia by the United States and other countries, we have made the determination that we will limit our Russian business to operations that are essential to life, providing minimal support for our healthcare, life sciences, food and beverage and certain water businesses.
Assets held in Argentina, Turkey and Egypt at the end of 2024 represented less than 1% of our consolidated assets. ​ In light of Russia’s invasion of Ukraine and the sanctions against Russia by the United States and other countries, we have made the determination to limit our Russian business to operations that are essential to life, providing minimal support for our healthcare, life sciences, food and beverage and certain water businesses.
Cash dividends declared per share of common stock, by quarter, for each of the last three years were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ First ​ Second ​ Third ​ Fourth ​ ​ ​ ​ Quarter ​ Quarter ​ Quarter ​ Quarter ​ Year 2023 ​ ​ $0.53 ​ ​ ​ $0.53 ​ ​ ​ $0.53 ​ ​ ​ $0.57 ​ ​ ​ $2.16 ​ 2022 ​ $0.51 ​ ​ ​ $0.51 ​ ​ ​ $0.51 ​ ​ ​ $0.53 ​ ​ ​ $2.06 ​ 2021 ​ $0.48 ​ ​ ​ $0.48 ​ ​ ​ $0.48 ​ ​ ​ $0.51 ​ ​ ​ $1.95 ​ ​ ​ 43 Table of Contents Liquidity and Capital Resources ​ We currently expect to fund all of our cash requirements which are reasonably foreseeable for the next twelve months, including scheduled debt repayments, new investments in the business, share repurchases, dividend payments, possible business acquisitions and pension and postretirement contributions with cash from operating activities, and as needed, additional short-term and/or long-term borrowings.
Cash dividends declared per share of common stock, by quarter, for each of the last three years were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ First ​ Second ​ Third ​ Fourth ​ ​ ​ ​ Quarter ​ Quarter ​ Quarter ​ Quarter ​ Year 2024 ​ ​ $0.57 ​ ​ ​ $0.57 ​ ​ ​ $0.57 ​ ​ ​ $0.65 ​ ​ ​ $2.36 ​ 2023 ​ $0.53 ​ ​ ​ $0.53 ​ ​ ​ $0.53 ​ ​ ​ $0.57 ​ ​ ​ $2.16 ​ 2022 ​ $0.51 ​ ​ ​ $0.51 ​ ​ ​ $0.51 ​ ​ ​ $0.53 ​ ​ ​ $2.06 ​ ​ ​ 43 Table of Contents Liquidity and Capital Resources ​ We currently expect to fund all of our cash requirements which are reasonably foreseeable for the next twelve months, including scheduled debt repayments, new investments in the business, share repurchases, dividend payments, possible business acquisitions and pension and postretirement contributions with cash from operating activities, and as needed, additional short-term and/or long-term borrowings.
Charges are integration related costs primarily related to the Purolite Corporation (“Purolite”) acquisition. ​ Acquisition and integration related costs reported in special (gains) and charges on the Consolidated Statements of Income in 2022 include $14.5 million ($11.4 million after tax) or $0.04 per diluted share.
Charges are integration related costs primarily related to the Purolite transaction. ​ Acquisition and integration related costs reported in special (gains) and charges on the Consolidated Statements of Income in 2022 include $14.5 million ($11.4 million after tax) or $0.04 per diluted share.
We do not have any other significant unconditional purchase obligations or commercial commitments. ​ As of December 31, 2023, Standard & Poor’s, Fitch and Moody’s rated our long-term credit at A- (negative outlook), A- (stable outlook) and A3 (negative outlook), respectively.
We do not have any other significant unconditional purchase obligations or commercial commitments. ​ As of December 31, 2024, Standard & Poor’s, Fitch and Moody’s rated our long-term credit at A- (stable outlook), A- (stable outlook) and A3 (stable outlook), respectively.
We do not have required minimum cash contribution obligations for our qualified pension plans in 2023. We are required to fund certain international pension benefit plans in accordance with local legal requirements. We estimate contributions to be made to our international plans will approximate $47 million in 2024. These amounts have been excluded from the schedule of contractual obligations.
We do not have required minimum cash contribution obligations for our qualified pension plans in 2024. We are required to fund certain international pension benefit plans in accordance with local legal requirements. We estimate contributions to be made to our international plans will approximate $48 million in 2025. These amounts have been excluded from the schedule of contractual obligations.
These activities have been included as a component of cost of sales, special (gains) and charges, and other (income) expense on the Consolidated Statements of Income.
These activities have been included as a component of cost of sales and special (gains) and charges on the Consolidated Statements of Income.
Our strong balance sheet has allowed us continued access to capital at attractive rates. ​ Cash Flow ​ Cash flow from operating activities was $2.4 billion in 2023 compared to $1.8 billion in 2022.
Our strong balance sheet has allowed us continued access to capital at attractive rates. ​ Cash Flow ​ Cash flow from operating activities was $2.8 billion in 2024 compared to $2.4 billion in 2023.
We continued to generate strong cash flow from operations, allowing us to fund our ongoing operations, investments in our business, acquisitions, debt repayments, pension obligations and return cash to our shareholders through share repurchases and dividend payments. ​ Dividends ​ Dividends declared per common share in 2023 was $2.16 per share.
We continued to generate strong cash flow from operations, allowing us to fund our ongoing operations, investments in our business, acquisitions, debt repayments, pension obligations and return cash to our shareholders through share repurchases and dividend payments. ​ Dividends ​ Dividends declared per common share in 2024 was $2.36 per share.
As of December 31, 2023, we were in compliance with our debt covenants and other requirements of our credit agreements and indentures.
As of December 31, 2024, we were in compliance with our debt covenants and other requirements of our credit agreements and indentures.
Other (income) expense increased when comparing 2023 against 2022 as higher pension costs were more than offset by the comparison to last year’s $50.6 million settlement expense related to U.S. pension plan lump-sum payments to retirees.
Other (income) expense decreased when comparing 2024 against 2023 primarily due to higher pension costs. Other (income) expense increased when comparing 2023 against 2022 as higher pension costs were more than offset by the comparison to last year’s $50.6 million settlement expense related to U.S. pension plan lump-sum payments to retirees.
As of December 31, 2023, we had a total of €834 million senior notes designated as net investment hedges. ​ We enter into cross-currency swap derivative contracts to hedge certain Euro denominated exposures from our investments in certain of its Euro denominated functional currency subsidiaries.
As of December 31, 2024, we had a total of €575 million senior notes designated as net investment hedges. ​ We enter into cross-currency swap derivative contracts to hedge certain Euro denominated exposures from our investments in certain of its Euro denominated functional currency subsidiaries.
The Combined Program charges are expected to be primarily cash expenditures related to severance and asset disposals. ​ In anticipation of this Combined Program, a limited number of actions were taken in the fourth quarter of 2022.
The Combined Program charges were primarily cash expenditures related to severance and asset disposals. ​ In anticipation of this Combined Program, a limited number of actions were taken in the fourth quarter of 2022.
Postretirement ​ ​ Health Care Benefits Plans ​ ​ ​ ​ Increase in ​ Higher ​ ​ Assumption ​ Recorded ​ 2024 (millions) ​ Change ​ Obligation ​ Expense Discount rate -.25 pts ​ $2.3 ​ ​ $- ​ Expected return on assets -.25 pts ​ N/A ​ ​ ​ - ​ ​ ​ 28 Table of Contents Our international pension obligations and underlying plan assets represent approximately one third of our global pension plans, with the majority of the amounts held in the U.K. and Eurozone countries.
Postretirement ​ ​ Health Care Benefits Plans ​ ​ ​ ​ Increase in ​ Higher ​ ​ Assumption ​ Recorded ​ 2025 (millions) ​ Change ​ Obligation ​ Expense Discount rate -.25 pts ​ $2.0 ​ ​ $- ​ Expected return on assets -.25 pts ​ N/A ​ ​ ​ - ​ ​ ​ 29 Table of Contents Our international pension obligations and underlying plan assets represent approximately one third of our global pension plans, with the majority of the amounts held in the U.K. and Eurozone countries.
The number of tax years with open tax audits varies depending on the tax jurisdiction. The Internal Revenue Service (“IRS”) has completed examinations of our U.S. federal income tax returns through 2016 and the years 2017 through 2020 are currently under audit.
The number of tax years with open tax audits varies depending on the tax jurisdiction. The Internal Revenue Service (“IRS”) has completed examinations of our U.S. federal income tax returns through 2018 and the years 2019 through 2020 are currently under audit.
Total liabilities were $13.8 billion as of December 31, 2023, compared to total liabilities of $14.2 billion as of December 31, 2022. Total debt was $8.2 billion as of December 31, 2023 and $8.6 billion as of December 31, 2022. See further discussion of our debt activity within the “Liquidity and Capital Resources” section of this MD&A.
Total liabilities were $13.6 billion as of December 31, 2024, compared to total liabilities of $13.8 billion as of December 31, 2023. Total debt was $7.6 billion as of December 31, 2024 and $8.2 billion as of December 31, 2023. See further discussion of our debt activity within the “Liquidity and Capital Resources” section of this MD&A.
As of December 31, 2023, we had CNH 2,192 million (CNH is the CNY traded in the offshore market) of cross-currency swap derivative contracts outstanding designated as a net investment hedge. ​ We manage interest expense using a mix of fixed and floating rate debt. To help manage borrowing costs, we may enter into interest rate swap agreements.
As of December 31, 2024, we had CNH 3,619 million (CNH is the CNY traded in the offshore market) of cross-currency swap derivative contracts outstanding designated as a net investment hedge. ​ We manage interest expense using a mix of fixed and floating rate debt. To help manage borrowing costs, we may enter into interest rate swap agreements.
Our gross margin is defined as sales less cost of sales divided by sales. ​ Our reported gross margin was 40.2%, 37.8%, and 40.2% for 2023, 2022 and 2021, respectively. Our 2023, 2022 and 2021 reported gross margins were negatively impacted by special (gains) and charges of $22.5 million, $69.9 million, and $93.9 million, respectively.
Our gross margin is defined as sales less cost of sales divided by sales. ​ Our reported gross margin was 43.5%, 40.2%, and 37.8% for 2024, 2023 and 2022, respectively. Our 2024, 2023 and 2022 reported gross margins were negatively impacted by special (gains) and charges of $5.3 million, $22.5 million, and $69.9 million, respectively.
Liabilities for unrecognized tax benefits are presented in the Consolidated Balance Sheets within other non-current liabilities. Our gross liability for unrecognized tax benefits was $24.2 million and $24.9 million as of December 31, 2023 and 2022, respectively.
Liabilities for unrecognized tax benefits are presented in the Consolidated Balance Sheets within other non-current liabilities. Our gross liability for unrecognized tax benefits was $34.1 million and $24.2 million as of December 31, 2024 and 2023, respectively.
Our goodwill impairment assessments for 2023 indicated the estimated fair values of each of these ten reporting units exceeded the carrying amounts of the respective reporting units by a significant margin.
Our goodwill impairment assessments for 2024 indicated the estimated fair values of each of these 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 2023 that required completion of an interim goodwill impairment assessment in the second half of 2023 for any of our ten reporting units.
No events were noted during the second half of 2024 that required completion of an interim goodwill impairment assessment in the second half of 2024 for any of our eight reporting units.
Future comparability of our adjusted tax rate may be impacted by various factors, including but not limited to other changes in global tax rules, further tax planning projects and geographic income mix. ​ Net Income Attributable to Ecolab ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent Change ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) 2023 2022 2021 2023 ​ 2022 Reported GAAP net income attributable to Ecolab ​ ​ $1,372.3 ​ ​ ​ $1,091.7 ​ ​ $1,129.9 ​ 26 % ​ (3) % Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Special (gains) and charges, after tax ​ 109.2 ​ ​ ​ 207.3 ​ ​ 213.5 ​ ​ ​ ​ ​ ​ Discrete tax net (benefit) expense ​ ​ 11.2 ​ ​ ​ (11.8) ​ ​ 5.8 ​ ​ ​ ​ ​ ​ 2021 impact of Purolite on net income ​ - ​ ​ ​ - ​ ​ 5.6 ​ ​ ​ ​ ​ ​ Non-GAAP adjusted net income attributable to Ecolab ​ ​ $1,492.7 ​ ​ ​ $1,287.2 ​ ​ $1,354.8 ​ 16 % ​ (5) % ​ Diluted EPS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent Change ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (dollars) 2023 2022 2021 2023 ​ 2022 Reported GAAP diluted EPS ​ ​ $4.79 ​ ​ ​ $3.81 ​ ​ $3.91 ​ 26 % ​ (3) % Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Special (gains) and charges, after tax ​ 0.38 ​ ​ 0.72 ​ 0.74 ​ ​ ​ ​ ​ ​ Discrete tax net (benefit) expense ​ 0.04 ​ ​ (0.04) ​ 0.02 ​ ​ ​ ​ ​ ​ 2021 impact of Purolite on diluted EPS ​ ​ - ​ ​ ​ - ​ ​ 0.02 ​ ​ ​ ​ ​ ​ Non-GAAP adjusted diluted EPS ​ ​ $5.21 ​ ​ ​ $4.49 ​ ​ $4.69 ​ 16 % ​ (4) % ​ Per share amounts do not necessarily sum due to rounding. ​ Currency translation had an unfavorable $(0.05) impact on reported and adjusted diluted EPS when comparing 2023 to 2022 and unfavorable $(0.26) impact when comparing 2022 to 2021. ​ 36 Table of Contents SEGMENT PERFORMANCE ​ The non-U.S. dollar functional currency international amounts included within our reportable segments are based on translation into U.S. dollars at the fixed currency exchange rates established by management for 2023.
Future comparability of our adjusted tax rate may be impacted by various factors, including but not limited to other changes in global tax rules, further tax planning projects and geographic income mix. ​ Net Income Attributable to Ecolab ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent Change ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) 2024 2023 2022 2024 ​ 2023 Reported GAAP net income attributable to Ecolab ​ ​ $2,112.4 ​ ​ ​ $1,372.3 ​ ​ $1,091.7 ​ 54 % ​ 26 % Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Special (gains) and charges, after tax ​ (126.7) ​ ​ ​ 109.2 ​ ​ 207.3 ​ ​ ​ ​ ​ ​ Discrete tax net (benefit) expense ​ ​ (78.6) ​ ​ ​ 11.2 ​ ​ (11.8) ​ ​ ​ ​ ​ ​ Non-GAAP adjusted net income attributable to Ecolab ​ ​ $1,907.1 ​ ​ ​ $1,492.7 ​ ​ $1,287.2 ​ 28 % ​ 16 % ​ Diluted EPS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent Change ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (dollars) 2024 2023 2022 2024 ​ 2023 Reported GAAP diluted EPS ​ ​ $7.37 ​ ​ ​ $4.79 ​ ​ $3.81 ​ 54 % ​ 26 % Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Special (gains) and charges, after tax ​ (0.44) ​ ​ 0.38 ​ 0.72 ​ ​ ​ ​ ​ ​ Discrete tax net (benefit) expense ​ (0.28) ​ ​ 0.04 ​ (0.04) ​ ​ ​ ​ ​ ​ Non-GAAP adjusted diluted EPS ​ ​ $6.65 ​ ​ ​ $5.21 ​ ​ $4.49 ​ 28 % ​ 16 % ​ Per share amounts do not necessarily sum due to rounding. ​ Currency translation had an unfavorable ($0.09) impact on reported and adjusted diluted EPS when comparing 2024 to 2023 and unfavorable ($0.05) impact when comparing 2023 to 2022. ​ 36 Table of Contents SEGMENT PERFORMANCE ​ The non-U.S. dollar functional currency international amounts included within our reportable segments are based on translation into U.S. dollars at the fixed currency exchange rates established by management for 2024.
As of December 31, 2023 we had $155 million of bank supported letters of credit, surety bonds and guarantees outstanding in support of our commercial business transactions.
As of December 31, 2024 we had $165 million of bank supported letters of credit, surety bonds and guarantees outstanding in support of our commercial business transactions.
Sales of product to ChampionX under this agreement are recorded in product and equipment sales in the Corporate segment along with the related cost of sales. These transactions are removed from the consolidated results as part of the calculation of the impact of acquisitions and divestitures. ​ These non-GAAP measures are not in accordance with, or an alternative to U.S.
The remaining sales to ChampionX are recorded in product and equipment sales in the Global Industrial segment along with the related cost of sales. These transactions are removed from the consolidated results as part of the calculation of the impact of acquisitions and divestitures. ​ These non-GAAP measures are not in accordance with, or an alternative to U.S.
In determining our U.S. postretirement health care obligation for 2023, our weighted-average discount rate decreased to 4.95% from 5.14% at year-end 2022. ​ ● The expected rate of return on plan assets reflects asset allocations, investment strategies and views of investment advisors, and represents our expected long-term return on plan assets.
In determining our U.S. pension obligations and U.S. postretirement health care obligation for 2024, our weighted-average discount rate increased to 5.58% from 4.95% at year-end 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.
We had total goodwill of $8.1 billion and $8.0 billion as of December 31, 2023 and 2022, respectively. We test our goodwill for impairment at the reporting unit level. Our reporting units are our ten operating segments. We assess goodwill for impairment on an annual basis during the second quarter.
We had total goodwill of $7.9 billion and $8.1 billion as of December 31, 2024 and 2023, respectively. We test our goodwill for impairment at the reporting unit level. Our reporting units are our eight operating segments. We assess goodwill for impairment on an annual basis during the second quarter.
As of December 31, 2022, we had $599 million of cash and cash equivalents on hand, of which $122 million was held outside of the U.S. Our cash balance is intended to fund current maturities of long-term debt.
As of December 31, 2023, we had $920 million of cash and cash equivalents on hand, of which $880 million was held outside of the U.S. Our cash balance is intended to fund current maturities of long-term debt.
Items included within special (gains) and charges are shown in the table on page 32. ​ ​ ​ ​ 41 Table of Contents FINANCIAL POSITION, CASH FLOW AND LIQUIDITY ​ Financial Position ​ Total assets were $21.8 billion as of December 31, 2023, compared to total assets of $21.5 billion as of December 31, 2022.
Items included within special (gains) and charges are shown in the table on page 33. ​ ​ ​ ​ 41 Table of Contents FINANCIAL POSITION, CASH FLOW AND LIQUIDITY ​ Financial Position ​ Total assets were $22.4 billion as of December 31, 2024, compared to total assets of $21.8 billion as of December 31, 2023.
Special (gains) and charges items impacting COS are shown within the “Special (Gains) and Charges” table below. ​ Excluding the impact of special (gains) and charges, our 2023 adjusted gross margin was 40.4% compared against a 2022 adjusted gross margin of 38.2%.
Special (gains) and charges items impacting COS are shown within the “Special (Gains) and Charges” table below. ​ Excluding the impact of special (gains) and charges, our 2024 adjusted gross margin was 43.5% compared against a 2023 adjusted gross margin of 40.4%.
The rates are assumed to decrease each year until they reach 4.5% in 2034 and remain at those levels thereafter. ​ ● We use mortality tables appropriate in the circumstances, which generally are the recently available mortality tables as of the respective U.S. and international measurement dates.
Post-65 costs are no longer used. The rates are assumed to decrease each year until they reach 4.5% in 2035 and remain at those levels thereafter. ​ ● We use mortality tables appropriate in the circumstances, which generally are the recently available mortality tables as of the respective U.S. and international measurement dates.
The remaining discrete tax expense of $9.8 million was primarily related to the filing of federal, state, and foreign tax returns and other income tax adjustments including the impact of changes in tax law, audit settlements and other changes in estimates. ​ 35 Table of Contents The change in our adjusted tax rates from 2022 to 2023 was primarily driven by geographic income mix.
The remaining discrete tax expense of $8.8 million was primarily related to the filing of federal, state and foreign tax returns and other income tax adjustments including the impact of changes in tax laws, audit settlements and other changes in estimates. ​ The change in our adjusted tax rates from 2023 to 2024 was primarily driven by geographic income mix.
Our international operations subject us to changes in economic conditions and foreign currency exchange rates as well as political uncertainty in some countries which could impact future operating results. ​ Argentina and Turkey are classified as highly inflationary economies in accordance with U.S. GAAP, and the U.S. dollar is the functional currency for our subsidiaries in Argentina and Turkey.
Our international operations subject us to changes in economic conditions and foreign currency exchange rates as well as political uncertainty in some countries which could impact future operating results. ​ Argentina, Turkey and Egypt are classified as highly inflationary economies in accordance with U.S.
As of December 31, 2023, we had €625 million of cross-currency swap derivative contracts outstanding designated as a net investment hedge. ​ We enter into cross-currency swap derivative contracts to hedge certain Chinese Yen (“CNY”) denominated exposures from our investments in certain CNY denominated functional currency subsidiaries.
As of December 31, 2024, we had €1,575 million of cross-currency swap derivative contracts outstanding designated as a net investment hedge. ​ We enter into cross-currency swap derivative contracts to hedge certain Chinese Yuan (“CNY”) denominated exposures from our investments in certain CNY denominated functional currency subsidiaries.
Adjusted for special (gains) and charges, the increase in interest expense when comparing 2022 against 2021 was driven primarily by the interest on debt issued to fund the Purolite acquisition and the impact from higher average interest rates on floating rate debt. ​ Provision for Income Taxes ​ The following table provides a summary of our tax rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (percent) 2023 ​ 2022 2021 Reported GAAP tax rate ​ 20.6 % ​ 17.5 % ​ 19.1 % Tax rate impact of: ​ ​ ​ ​ ​ ​ ​ ​ ​ Special (gains) and charges (0.1) ​ ​ 0.5 0.1 Discrete tax items ​ (0.6) ​ ​ 0.7 ​ ​ (0.3) ​ Non-GAAP adjusted tax rate 19.9 % ​ 18.7 % 18.9 % ​ Our reported tax rate was 20.6%, 17.5%, and 19.1%, for 2023, 2022 and 2021, respectively.
The increase in interest expense when comparing 2023 against 2022 was driven primarily by the higher average interest rates on outstanding debt. ​ 35 Table of Contents Provision for Income Taxes ​ The following table provides a summary of our tax rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (percent) 2024 ​ 2023 2022 Reported GAAP tax rate ​ 17.1 % ​ 20.6 % ​ 17.5 % Tax rate impact of: ​ ​ ​ ​ ​ ​ ​ ​ ​ Special (gains) and charges (1.1) ​ ​ (0.1) 0.5 Discrete tax items ​ 3.3 ​ ​ (0.6) ​ ​ 0.7 ​ Non-GAAP adjusted tax rate 19.3 % ​ 19.9 % 18.7 % ​ Our reported tax rate was 17.1%, 20.6%, and 17.5%, for 2024, 2023 and 2022, respectively.
Financing Activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dollar Change ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) 2023 ​ 2022 2021 2023 2022 Cash provided by (used for) financing activities ​ ​ ($1,054.7) ​ ​ ​ ($837.3) ​ ​ ​ $1,603.2 ​ ​ ​ ($217.4) ​ ​ ​ ($2,440.5) ​ ​ Our cash flows from financing activities primarily reflect the issuances and repayment of debt, common stock repurchases, proceeds from common stock issuances related to our equity incentive programs and dividend payments. ​ There were no long-term debt issuances in 2023.
Financing Activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dollar Change (millions) 2024 ​ 2023 2022 2024 2023 Cash used for financing activities ​ ​ ($2,024.1) ​ ​ ​ ($1,054.7) ​ ​ ​ ($837.3) ​ ​ ​ ($969.4) ​ ​ ​ ($217.4) ​ ​ Our cash flows from financing activities primarily reflect the issuances and repayment of debt, common stock repurchases, proceeds from common stock issuances related to our equity incentive programs and dividend payments. ​ There were no long-term debt issuances in 2024 or 2023.
Organic operating income increased 20% in 2023. ​ Earnings from Continuing Operations Attributable to Ecolab Per Common Share (“EPS”) ​ Reported diluted EPS increased 26% to $4.79 in 2023 compared to $3.81 in 2022. Special (gains) and charges had an impact on both years.
Organic operating income increased 26% in 2024. ​ Earnings from Continuing Operations Attributable to Ecolab Per Common Share (“EPS”) ​ Reported diluted EPS increased 54% to $7.37 in 2024 compared to $4.79 in 2023. Special (gains) and charges had an impact on both years.
We repurchased a total of $14 million, $518 million, and $107 million of shares in 2023, 2022 and 2021, respectively. ​ The impact on financing cash flows of commercial paper and notes payable repayments, long-term debt borrowings and long-term debt repayments, are shown in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dollar Change ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) ​ 2023 ​ 2022 2021 2023 2022 Net (repayments) issuances of commercial paper and notes payable ​ ($1.9) ​ ​ ​ ($404.3) ​ ​ $393.6 ​ ​ $402.4 ​ ​ ($797.9) ​ Long-term debt borrowings ​ - ​ ​ 494.0 ​ ​ 2,775.0 ​ ​ (494.0) ​ ​ (2,281.0) ​ Long-term debt repayments ​ (500.0) ​ ​ - ​ ​ (1,017.9) ​ ​ (500.0) ​ ​ 1,017.9 ​ In December 2023, we increased our quarterly dividend rate by 8%.
We repurchased a total of $987 million, $14 million, and $518 million of shares in 2024, 2023 and 2022, respectively. ​ The impact on financing cash flows of commercial paper and notes payable repayments, long-term debt borrowings and long-term debt repayments, are shown in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dollar Change (millions) ​ 2024 ​ 2023 2022 2024 2023 Net issuances (repayments) of commercial paper and notes payable ​ $1.9 ​ ​ ​ ($1.9) ​ ​ ($404.3) ​ ​ $3.8 ​ ​ $402.4 ​ Long-term debt borrowings ​ - ​ ​ - ​ ​ 494.0 ​ ​ - ​ ​ (494.0) ​ Long-term debt repayments ​ (630.4) ​ ​ (500.0) ​ ​ - ​ ​ (130.4) ​ ​ (500.0) ​ In December 2024, we increased our quarterly dividend rate by 14%.
As a result, we reclassified $19.3 million ($14.5 million after tax) or $0.05 per diluted share from other restructuring to the Combined Program in the first quarter of 2023. ​ In 2023 and 2022 we recorded total Combined Program restructuring charges of $77.7 million ($66.4 million after tax) or $0.23 per diluted share and $67.2 million ($56.0 million after tax) or $0.20 per diluted share, respectively.
As a result, we reclassified $19.3 million ($14.5 million after tax) or $0.05 per diluted share from other restructuring to the Combined Program in the first quarter of 2023. ​ In 2024, 2023 and 2022 we recorded restructuring charges of $25.2 million ($18.6 million after tax) or $0.06 per diluted share, $77.7 million ($66.4 million after tax) or $0.23 per diluted share and $67.2 million ($56.0 million after tax) or $0.20 per diluted share, respectively, primarily related to severance and professional services.
We continue to expect our operating cash flow to remain strong. ​ As of December 31, 2023, we had $920 million of cash and cash equivalents on hand, of which $880 million was held outside of the U.S.
We continue to expect our operating cash flow to remain strong. ​ As of December 31, 2024, we had $1,257 million of cash and cash equivalents on hand, of which $382 million was held outside of the U.S.
Our weighted-average projected salary increase used in determining the U.S. pension expenses was 4.03% for 2023, 2022 and 2021. ​ ● For postretirement benefit measurement purposes as of December 31, 2023, the annual rates of increase in the per capita cost of covered health care were assumed to be 7.46% for pre-65 costs. Post-65 costs are no longer used.
Our weighted-average projected salary increase used in determining the U.S. pension expenses was 3.60% for 2024 and 4.03% for 2023 and 2022. ​ ● For postretirement benefit measurement purposes as of December 31, 2024, the annual rates of increase in the per capita cost of covered health care were assumed to be 8.59% for pre-65 costs.
Organic sales increased 9% compared to the prior year. ​ Gross Margin ​ Our reported gross margin was 40.2% of sales for 2023, compared to our 2022 reported gross margin of 37.8%. Excluding the impact of special (gains) and charges included in cost of sales, our adjusted gross margin was 40.4% in 2023 and 38.2% in 2022.
Organic sales increased 4% compared to the prior year. ​ Gross Margin ​ Our reported gross margin was 43.5% of sales for 2024, compared to our 2023 reported gross margin of 40.2%. Excluding the impact of special (gains) and charges included in cost of sales, our adjusted gross margin was 43.5% in 2024 and 40.4% in 2023.
The tax impact of special (gains) and charges and discrete tax items will likely continue to impact comparability of our reported tax rate in the future. ​ We recognized a net tax expense related to discrete tax items of $11.2 million during 2023.
The tax impact of special (gains) and charges and discrete tax items will likely continue to impact comparability of our reported tax rate in the future. ​ We recognized a net tax benefit related to discrete tax items of $78.6 million during 2024.
EBITDA is a non-GAAP measure discussed further in the “Non-GAAP Financial Measures” section of this MD&A. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2022 ​ 2021 (ratio) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net debt to EBITDA ​ 2.4 ​ ​ 3.2 ​ ​ 3.4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total debt ​ ​ $8,181.8 ​ ​ ​ $8,580.4 ​ ​ ​ $8,758.2 ​ Cash ​ 919.5 ​ ​ ​ 598.6 ​ ​ ​ 359.9 ​ Net debt ​ ​ $7,262.3 ​ ​ ​ $7,981.8 ​ ​ ​ $8,398.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income including noncontrolling interest ​ ​ $1,393.0 ​ ​ ​ $1,108.9 ​ ​ ​ $1,144.0 ​ Provision for income taxes ​ 362.5 ​ ​ ​ 234.5 ​ ​ ​ 270.2 ​ Interest expense, net ​ 296.7 ​ ​ ​ 243.6 ​ ​ ​ 218.3 ​ Depreciation ​ 616.7 ​ ​ ​ 618.5 ​ ​ ​ 604.4 ​ Amortization ​ 306.9 ​ ​ ​ 320.2 ​ ​ ​ 238.7 ​ EBITDA ​ $2,975.8 ​ ​ ​ $2,525.7 ​ ​ ​ $2,475.6 ​ ​ Cash Flows ​ Operating Activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dollar Change ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) 2023 ​ 2022 2021 2023 2022 Cash provided by operating activities ​ ​ $2,411.8 ​ ​ ​ $1,788.4 ​ ​ ​ $2,061.9 ​ ​ ​ $623.4 ​ ​ ​ ($273.5) ​ ​ We continue to generate cash flow from operations allowing us to fund our ongoing operations, acquisitions, investments in the business and pension obligations along with returning cash to our shareholders through dividend payments and share repurchases. ​ Cash provided by operating activities increased $623 million in 2023 compared to 2022, driven primarily by a $332 million net favorable change in working capital and $284 million increase in net income.
EBITDA is a non-GAAP measure discussed further in the “Non-GAAP Financial Measures” section of this MD&A. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 (ratio) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net debt to EBITDA ​ 1.7 ​ ​ 2.4 ​ ​ 3.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total debt ​ ​ $7,564.9 ​ ​ ​ $8,181.8 ​ ​ ​ $8,580.4 ​ Cash ​ 1,256.8 ​ ​ ​ 919.5 ​ ​ ​ 598.6 ​ Net debt ​ ​ $6,308.1 ​ ​ ​ $7,262.3 ​ ​ ​ $7,981.8 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income including noncontrolling interest ​ ​ $2,131.9 ​ ​ ​ $1,393.0 ​ ​ ​ $1,108.9 ​ Provision for income taxes ​ 439.3 ​ ​ ​ 362.5 ​ ​ ​ 234.5 ​ Interest expense, net ​ 282.5 ​ ​ ​ 296.7 ​ ​ ​ 243.6 ​ Depreciation ​ 634.9 ​ ​ ​ 616.7 ​ ​ ​ 618.5 ​ Amortization ​ 300.5 ​ ​ ​ 306.9 ​ ​ ​ 320.2 ​ EBITDA ​ $3,789.1 ​ ​ ​ $2,975.8 ​ ​ ​ $2,525.7 ​ ​ Cash Flows ​ Operating Activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dollar Change (millions) 2024 ​ 2023 2022 2024 2023 Cash provided by operating activities ​ ​ $2,813.9 ​ ​ ​ $2,411.8 ​ ​ ​ $1,788.4 ​ ​ ​ $402.1 ​ ​ ​ $623.4 ​ ​ We continue to generate cash flow from operations allowing us to fund our ongoing operations, acquisitions, investments in the business and pension obligations along with returning cash to our shareholders through dividend payments and share repurchases. ​ Cash provided by operating activities increased $402 million in 2024 compared to 2023, driven by a $739 million increase in net income less $258 million net gain on sale of global surgical solutions business. ​ Cash provided by operating activities increased $623 million in 2023 compared to 2022, driven primarily by $332 million net favorable change in working capital and $284 million increase in net income.
Our non-GAAP adjusted financial measures for cost of sales, gross margin, operating income, other (income) expense and interest expense exclude the impact of special (gains) and charges and (with the exception of other (income) expense) the 2021 impact of the Purolite transaction, and our non-GAAP measures for tax rate, net income attributable to Ecolab and diluted EPS further exclude the impact of discrete tax items.
Our non-GAAP adjusted financial measures for cost of sales, gross margin, operating income and other (income) expense exclude the impact of special (gains) and charges and our non-GAAP adjusted financial measures for tax rate, net income attributable to Ecolab and diluted earnings per share further exclude the impact of discrete tax items.
Operating income margin is defined as operating income divided by sales. ​ Our reported operating income was $1,992.3 million, $1,562.5 million and $1,598.6 for 2023, 2022 and 2021, respectively.
Operating income margin is defined as operating income divided by sales. ​ Our reported operating income was $2,802.4 million, $1,992.3 million and $1,562.5 for 2024, 2023 and 2022, respectively.
Pension Plans ​ ​ ​ ​ Increase in ​ Higher ​ ​ Assumption ​ Recorded ​ 2024 (millions) ​ Change ​ Obligation ​ Expense Discount rate -.25 pts ​ ​ $37.7 ​ ​ ​ $2.9 ​ Expected return on assets -.25 pts ​ ​ N/A ​ ​ ​ (4.7) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect on U.S.
Pension Plans ​ ​ ​ ​ Increase in ​ Higher ​ ​ Assumption ​ Recorded ​ 2025 (millions) ​ Change ​ Obligation ​ Expense Discount rate -.25 pts ​ ​ $33.5 ​ ​ ​ $2.5 ​ Expected return on assets -.25 pts ​ ​ N/A ​ ​ ​ 4.6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect on U.S.
There has been no impairment of the Nalco trade name intangible since it was acquired. ​ ​ 30 Table of Contents RESULTS OF OPERATIONS ​ Net Sales ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent Change ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) ​ 2023 ​ 2022 ​ 2021 ​ 2023 ​ 2022 Product and equipment sales ​ ​ $12,316.8 ​ ​ $11,446.2 ​ ​ $10,153.3 ​ ​ ​ ​ ​ ​ Service and lease sales ​ ​ 3,003.4 ​ ​ ​ 2,741.6 ​ ​ ​ 2,579.8 ​ ​ ​ ​ ​ ​ ​ Reported GAAP net sales ​ ​ 15,320.2 ​ ​ ​ 14,187.8 ​ ​ ​ 12,733.1 ​ ​ 8 % ​ 11 % 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 % Effect of foreign currency translation ​ (44.8) ​ (94.4) ​ ​ (566.9) ​ ​ ​ ​ ​ ​ ​ Non-GAAP adjusted fixed currency sales ​ ​ 15,275.4 ​ ​ ​ 14,093.4 ​ ​ ​ 12,154.2 ​ ​ 8 % ​ 16 % Effect of acquisitions and divestitures ​ ​ (113.4) ​ ​ ​ (123.7) ​ ​ ​ * ​ ​ ​ ​ ​ ​ ​ Non-GAAP organic sales ​ ​ $15,162.0 ​ ​ ​ $13,969.7 ​ ​ ​ * ​ ​ 9 % ​ * ​ * Not meaningful ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The percentage components of the year-over-year sales change are shown below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (percent) ​ 2023 ​ 2022 Volume ​ ​ - % ​ 2 % Price changes ​ ​ 8 ​ ​ 10 ​ Organic sales change ​ ​ 9 ​ ​ 13 ​ Acquisitions and divestitures ​ ​ - ​ ​ 3 ​ Fixed currency sales change ​ ​ 8 ​ ​ 16 ​ Foreign currency translation ​ ​ - ​ ​ (4) ​ Reported GAAP net sales change ​ ​ 8 % ​ 11 % ​ Amounts do not necessarily sum due to rounding. ​ Cost of Sales (“COS”) and Gross Profit Margin (“Gross Margin”) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2022 ​ 2021 ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross (millions/percent) ​ COS ​ ​ Margin ​ ​ COS ​ ​ Margin ​ ​ COS ​ ​ Margin Product and equipment cost of sales ​ $7,389.2 ​ ​ ​ ​ ​ ​ $7,212.8 ​ ​ ​ ​ ​ ​ $6,100.9 ​ ​ ​ ​ Service and lease cost of sales ​ 1,765.7 ​ ​ ​ ​ ​ ​ 1,618.2 ​ ​ ​ ​ ​ ​ 1,514.9 ​ ​ ​ ​ Reported GAAP COS and gross margin ​ 9,154.9 ​ ​ 40.2 % ​ ​ 8,831.0 ​ ​ 37.8 % ​ ​ 7,615.8 ​ ​ 40.2 % Special (gains) and charges ​ 22.5 ​ ​ ​ ​ ​ ​ 69.9 ​ ​ ​ ​ ​ ​ 93.9 ​ ​ ​ 2021 impact of Purolite on COS ​ - ​ ​ ​ ​ ​ ​ - ​ ​ ​ ​ ​ ​ 7.6 ​ ​ ​ ​ Non-GAAP adjusted COS and gross margin ​ $9,132.4 ​ ​ 40.4 % ​ ​ $8,761.1 ​ ​ 38.2 % ​ ​ $7,514.3 ​ ​ 40.9 % ​ Our COS values and corresponding gross margin are shown above.
There has been no impairment of the Nalco trade name intangible since it was acquired. ​ ​ 31 Table of Contents RESULTS OF OPERATIONS ​ Net Sales ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent Change ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) ​ 2024 ​ 2023 ​ 2022 ​ 2024 ​ 2023 Product and equipment sales ​ ​ $12,473.6 ​ ​ $12,316.8 ​ ​ $11,446.2 ​ ​ ​ ​ ​ ​ Service and lease sales ​ ​ 3,267.8 ​ ​ ​ 3,003.4 ​ ​ ​ 2,741.6 ​ ​ ​ ​ ​ ​ ​ Reported GAAP net sales ​ ​ 15,741.4 ​ ​ ​ 15,320.2 ​ ​ ​ 14,187.8 ​ ​ 3 % ​ 8 % Effect of foreign currency translation ​ 131.6 ​ 55.3 ​ ​ 5.0 ​ ​ ​ ​ ​ ​ ​ Non-GAAP adjusted fixed currency sales ​ ​ 15,873.0 ​ ​ ​ 15,375.5 ​ ​ ​ 14,192.8 ​ ​ 3 % ​ 8 % Effect of acquisitions and divestitures ​ ​ (131.5) ​ ​ ​ (252.5) ​ ​ ​ * ​ ​ ​ ​ ​ ​ ​ Non-GAAP organic sales ​ ​ $15,741.5 ​ ​ ​ $15,123.0 ​ ​ ​ * ​ ​ 4 % ​ * ​ * Not meaningful ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The percentage components of the year-over-year sales change are shown below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (percent) ​ 2024 ​ 2023 Volume ​ ​ 2 % ​ * % Price changes ​ ​ 2 ​ ​ * ​ Organic sales change ​ ​ 4 ​ ​ * ​ Acquisitions and divestitures ​ ​ (1) ​ ​ * ​ Fixed currency sales change ​ ​ 3 ​ ​ 8 ​ Foreign currency translation ​ ​ - ​ ​ - ​ Reported GAAP net sales change ​ ​ 3 % ​ 8 % * Not meaningful ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts do not necessarily sum due to rounding. ​ Cost of Sales (“COS”) and Gross Profit Margin (“Gross Margin”) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross (millions/percent) ​ COS ​ ​ Margin ​ ​ COS ​ ​ Margin ​ ​ COS ​ ​ Margin Product and equipment cost of sales ​ $6,990.0 ​ ​ ​ ​ ​ ​ $7,389.2 ​ ​ ​ ​ ​ ​ $7,212.8 ​ ​ ​ ​ Service and lease cost of sales ​ 1,909.7 ​ ​ ​ ​ ​ ​ 1,765.7 ​ ​ ​ ​ ​ ​ 1,618.2 ​ ​ ​ ​ Reported GAAP COS and gross margin ​ 8,899.7 ​ ​ 43.5 % ​ ​ 9,154.9 ​ ​ 40.2 % ​ ​ 8,831.0 ​ ​ 37.8 % Special (gains) and charges ​ 5.3 ​ ​ ​ ​ ​ ​ 22.5 ​ ​ ​ ​ ​ ​ 69.9 ​ ​ ​ Non-GAAP adjusted COS and gross margin ​ $8,894.4 ​ ​ 43.5 % ​ ​ $9,132.4 ​ ​ 40.4 % ​ ​ $8,761.1 ​ ​ 38.2 % ​ Our COS values and corresponding gross margin are shown above.
In connection with these actions, we expected to incur pre-tax charges of $130 million ($110 million after tax) or $0.38 per diluted share. In February 2023, we expanded our previously announced Europe cost savings program to focus on its Institutional and Healthcare businesses in other regions.
In February 2023, we expanded our previously announced Europe cost savings program to focus on our Institutional and Healthcare businesses in other regions. In connection with the expanded program (the “Combined Program”), we expected to incur total pre-tax charges of $195 million ($150 million after tax) or $0.52 per diluted share.
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. ​ Impact of Acquisitions and Divestitures ​ Our non-GAAP financial measures for organic sales, organic operating income and organic operating income margin are at fixed currency and exclude the impact of special (gains) and charges, the results of our acquired businesses from the first twelve months post acquisition and the results of divested businesses from the twelve months prior to divestiture.
GAAP. ​ Comparability of Results ​ Impact of Acquisitions and Divestitures ​ Our non-GAAP financial measures for organic sales, organic operating income and organic operating income margin are at fixed currency and exclude the impact of special (gains) and charges, the results of our acquired businesses from the first twelve months post acquisition and the results of divested businesses from the twelve months prior to divestiture.
This represents the 32 nd consecutive year we have increased our dividend. We have paid dividends on our common stock for 87 consecutive years. We paid dividends of $617 million, $603 million and $566 million in 2023, 2022 and 2021, respectively.
This represents the 33 rd consecutive year we have increased our dividend. We have paid dividends on our common stock for 88 consecutive years. We paid dividends of $664 million, $617 million and $603 million in 2024, 2023 and 2022, respectively.
The charges primarily related to severance and asset write-offs. ​ The restructuring liability balance for all other restructuring plans excluding the Combined Program, A2020 Plan and the Institutional Plan were $3.3 million and $23.2 million as of December 31, 2023 and 2022, respectively.
The charges were primarily related to severance and asset write-offs. ​ The restructuring liability balance for all other restructuring plans excluding the One Ecolab and Combined Program, were $6.5 million and $8.2 million as of December 31, 2024 and 2023, respectively.
We issued $2,800 million par value and received $2,775 million in proceeds of long-term debt and repaid $900 million of long-term debt in 2021.The proceeds received from the debt issuances were used for the Purolite acquisition, repayment of outstanding debt, repayment of commercial paper and general corporate purposes.
We issued $500 million par value and received $494 million in proceeds of long-term debt in 2022. The proceeds received from the debt issuances were used for repayment of outstanding debt, repayment of commercial paper and general corporate purposes.
The remaining discrete tax expense of $8.8 million was primarily related to the filing of federal, state and foreign tax returns and other income tax adjustments including the impact of changes in tax laws, audit settlements and other changes in estimates. ​ We recognized net tax expense of $5.8 million related to discrete tax items during 2021.
The remaining net discrete tax expense of $13.9 million was primarily related to the filing of federal, state and foreign tax returns and other income tax adjustments including the impact of changes in tax laws, audit settlements, share-based compensation excess tax benefit and other changes in estimates. ​ We recognized a net tax expense related to discrete tax items of $11.2 million during 2023.
Operating income grew by strong double digits, as strong pricing and cost savings initiatives overcame investments in the business and higher supply chain costs. ​ Sales ​ Reported sales increased 8% to $15.3 billion in 2023 from $14.2 billion in 2022. When measured in fixed rates of foreign currency exchange, fixed currency sales increased 8% compared to the prior year.
Operating income grew by strong double digits, as strong value pricing, lower delivered product costs, and higher volumes overcame investments in the business. ​ Sales ​ Reported sales increased 3% to $15.7 billion in 2024 from $15.3 billion in 2023. When measured in fixed rates of foreign currency exchange, fixed currency sales increased 3% compared to the prior year.
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.
The remaining sales to ChampionX are recorded in product and equipment sales in the Global Industrial segment along with the related cost of sales.
GAAP amounts to the non-GAAP amounts in this MD&A. ​ ​ ​ ​ 46 Table of Contents
GAAP amounts to the non-GAAP amounts in this MD&A. ​ ​ ​
In December 2023 we increased our quarterly cash dividend by 8% to $0.57 per share, representing our 32 nd consecutive annual dividend rate increase. We have paid cash dividends on our common shares for 87 consecutive years.
In December 2024 we increased our quarterly cash dividend by 14% to $0.65 per share, representing our 33 rd consecutive annual dividend rate increase. We have paid cash dividends on our common shares for 88 consecutive years.
The 2022 sales increased driven by accelerating pricing and new business wins. At an operating segment level, Institutional organic sales increased 12% in 2023, driven by strong pricing and new business wins. Organic sales increased 18% in 2022, driven by accelerating pricing and new business wins.
The 2023 sales increased driven by strong pricing and new business wins. At an operating segment level, Institutional organic sales increased 7% in 2024 reflecting sales growth across restaurants and lodging. Organic sales increased 12% in 2023, driven by strong pricing and new business wins.
We may further narrow our presence in Russia depending on future developments. Our Russian and Ukraine operations represented approximately 1% of our 2023 consolidated net sales.
We may further narrow our presence in Russia depending on future developments, such as the imposition of additional sanctions by the United States. Our Russian and Ukraine operations represented approximately 1% of our 2024 consolidated net sales.
Other operating activities recorded in special (gains) and charges on the Consolidated Statements of Income of $34.3 million ($25.7 million after tax), or $0.09 per diluted share in 2022 and $60.8 million ($46.4 million after tax), or $0.16 per diluted share in 2021 relate primarily to COVID-19 activities and certain legal charges. ​ Other (income) expense ​ During 2022 and 2021, we incurred settlement expense recorded in other (income) expense on the Consolidated Statements of Income of $50.6 million ($38.2 million after tax) or $0.13 per diluted share and $37.2 million ($28.7 million after tax) or $0.10 per diluted share, respectively, related to U.S. pension plan lump-sum payments to retirees. ​ Interest expense, net ​ During 2021 we recorded special charges of $32.3 million ($28.4 million after tax) or $0.10 per diluted share in interest expense on the Consolidated Statements of Income related to debt issuance and refinancing charges. ​ Operating Income and Operating Income Margin ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent Change ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) 2023 2022 2021 ​ ​ 2023 ​ 2022 Reported GAAP operating income ​ ​ $1,992.3 ​ ​ ​ $1,562.5 ​ ​ ​ $1,598.6 ​ ​ ​ ​ 28 % ​ ​ (2) % Special (gains) and charges ​ 133.9 ​ ​ ​ 210.4 ​ ​ ​ 196.5 ​ ​ ​ ​ ​ ​ ​ ​ 2021 impact of Purolite on operating income ​ ​ - ​ ​ ​ - ​ ​ ​ 3.8 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-GAAP adjusted operating income ​ 2,126.2 ​ ​ ​ 1,772.9 ​ ​ ​ 1,798.9 ​ ​ ​ 20 ​ ​ (1) ​ Effect of foreign currency translation ​ (5.8) ​ ​ ​ (13.1) ​ ​ ​ (110.5) ​ ​ ​ ​ ​ ​ ​ ​ Non-GAAP adjusted fixed currency operating income ​ ​ 2,120.4 ​ ​ ​ 1,759.8 ​ ​ ​ 1,688.4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of acquisitions and divestitures ​ ​ (2.9) ​ ​ ​ (0.4) ​ ​ ​ * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-GAAP organic operating income ​ ​ $2,117.5 ​ ​ ​ $1,759.4 ​ ​ ​ * ​ ​ ​ ​ 20 % ​ ​ * ​ * Not meaningful ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (percent) 2023 ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ Reported GAAP operating income margin ​ ​ 13.0 % ​ ​ 11.0 % ​ ​ 12.6 % ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-GAAP adjusted operating income margin ​ ​ 13.9 % ​ ​ 12.5 % ​ ​ 14.1 % ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-GAAP adjusted fixed currency operating income margin ​ ​ 13.9 % ​ ​ 12.5 % ​ ​ 13.9 % ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-GAAP organic operating income margin ​ ​ 14.0 % ​ ​ 12.6 % ​ ​ * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ * Not meaningful ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Our operating income and corresponding operating income margin are shown in the previous tables.
During 2023 and 2022, we recorded other operating activities to special (gains) and charges on the Consolidated Statements of Income of $21.8 million ($16.7 million after tax), or $0.05 per diluted share, and $40.2 million ($31.4 million after tax), or $0.11 per diluted share, respectively, relating primarily to certain legal charges. 34 Table of Contents Other (income) expense ​ During 2022, we incurred settlement expense recorded in other (income) expense on the Consolidated Statements of Income of $50.6 million ($38.2 million after tax) or $0.13 per diluted share, respectively, related to U.S. pension plan lump-sum payments to retirees. ​ Operating Income and Operating Income Margin ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent Change ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) 2024 2023 2022 ​ ​ 2024 ​ 2023 Reported GAAP operating income ​ ​ $2,802.4 ​ ​ ​ $1,992.3 ​ ​ ​ $1,562.5 ​ ​ ​ ​ 41 % ​ ​ 28 % Special (gains) and charges ​ (183.6) ​ ​ ​ 133.9 ​ ​ ​ 210.4 ​ ​ ​ ​ ​ ​ ​ ​ Non-GAAP adjusted operating income ​ 2,618.8 ​ ​ ​ 2,126.2 ​ ​ ​ 1,772.9 ​ ​ ​ 23 ​ ​ 20 ​ Effect of foreign currency translation ​ 32.9 ​ ​ ​ 9.4 ​ ​ ​ (5.3) ​ ​ ​ ​ ​ ​ ​ ​ Non-GAAP adjusted fixed currency operating income ​ ​ 2,651.7 ​ ​ ​ 2,135.6 ​ ​ ​ 1,767.6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of acquisitions and divestitures ​ ​ (7.5) ​ ​ ​ (38.4) ​ ​ ​ * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-GAAP organic operating income ​ ​ $2,644.2 ​ ​ ​ $2,097.2 ​ ​ ​ * ​ ​ ​ ​ 26 % ​ ​ * ​ * Not meaningful ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (percent) 2024 ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ Reported GAAP operating income margin ​ ​ 17.8 % ​ ​ 13.0 % ​ ​ 11.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-GAAP adjusted operating income margin ​ ​ 16.6 % ​ ​ 13.9 % ​ ​ 12.5 % ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-GAAP adjusted fixed currency operating income margin ​ ​ 16.7 % ​ ​ 13.9 % ​ ​ 12.5 % ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-GAAP organic operating income margin ​ ​ 16.8 % ​ ​ 13.9 % ​ ​ * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ * Not meaningful ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Our operating income and corresponding operating income margin are shown in the previous tables.
This change did not have any impact on the Global Industrial reportable segment. ​ Fixed Currency Foreign Exchange Rates ​ Management evaluates the sales and operating income performance of our non-U.S. dollar functional currency international operations based on fixed currency exchange rates, which eliminate the impact of exchange rate fluctuations on our international operations.
After these changes, we have eight operating segments. ​ Fixed Currency Foreign Exchange Rates ​ Management evaluates the sales and operating income performance of our non-U.S. dollar functional currency international operations based on fixed currency exchange rates, which eliminate the impact of exchange rate fluctuations on our international operations.

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