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What changed in Ecolab's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Ecolab's 2024 and 2025 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 2025 report.

+326 added−318 removedSource: 10-K (2026-02-23) vs 10-K (2025-02-21)

Top changes in Ecolab's 2025 10-K

326 paragraphs added · 318 removed · 267 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

91 edited+18 added−11 removed81 unchanged
Biggest changeWe 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.
Biggest changeWe 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. ​ ​ 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.
Our pulp applications maximize process efficiency and increase pulp cleanliness and brightness in bleaching operations, as well as predict and monitor scaling potential utilizing on-line monitoring to design effective treatment programs and avoid costly failures. Our paper process applications focus on improving our customers’ operational efficiency, in part through water savings, energy savings and operating efficiency.
Our pulp applications maximize process efficiency and increase pulp cleanliness and brightness in bleaching operations, as well as predict and monitor scaling potential utilizing on-line monitoring to design effective treatment programs and avoid costly failures. Our paper applications focus on improving our customers’ operational efficiency, in part through water savings, energy savings and operating efficiency.
Our businesses in this segment compete by enabling our customers success through improved hygiene, digitally enabled programs in operating room and patient room space as well as a tailored approach to delivering key inputs that directly impact our customers patients globally. ​ Sales ​ Our products, systems and services are primarily marketed in domestic and international markets by our Company-trained direct field sales personnel who also advise and assist our customers in the proper and most efficient use of the products and systems in order to meet a full range of cleaning and sanitation, water treatment and process chemistry needs.
Our businesses in this segment compete by enabling our customers success through improved hygiene, digitally enabled programs in operating room and patient room space as well as a tailored approach to delivering key inputs that directly impact patients globally. ​ Sales ​ Our products, systems and services are primarily marketed in domestic and international markets by our Company-trained direct field sales personnel who also advise and assist our customers in the proper and most efficient use of the products and systems in order to meet a full range of cleaning and sanitation, water treatment and process chemistry needs.
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.
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 and impact 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.
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.
Through the combination of our digitally enabled end-to-end water management and hygiene solutions, data-driven insights and personalized service, our Global Water 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.
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.
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 priority and is embedded into our company values.
Environmental and regulatory matters most significant to us are discussed below. ​ Ingredient Legislation : Various laws and regulations have been enacted by state, local and foreign jurisdictions pertaining to the sale of products which contain phosphorous, volatile organic compounds, per- and polyfluoroalkyl substances (“PFAS”) or other ingredients that may impact human health or the environment.
Environmental and regulatory matters most significant to us are discussed below. ​ Ingredient Legislation : Various laws and regulations have been enacted by state, local and foreign jurisdictions pertaining to the sale of products which contain phosphorous, volatile organic compounds, per- and polyfluoroalkyl substances or other ingredients that may impact human health or the environment.
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.
We believe that by 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.
For certain digitally connected product offerings, Federal Communication Commission (“FCC”) and corresponding international requirements are applicable. We have both dedicated manufacturing facilities and third-party production of our equipment. We are developing processes to monitor and manage changing regulatory regimes and assist with equipment systems compliance.
For certain digitally connected product offerings, Federal Communication Commission and corresponding international requirements are applicable. We have both dedicated manufacturing facilities and third-party production of our equipment. We are developing processes to monitor and manage changing regulatory regimes and assist with equipment systems compliance.
For a further discussion of these and other factors which could cause results to differ from those expressed in any forward-looking statement, see Item 1A of this Form 10-K, entitled “Risk Factors.” Except as may be required under applicable law, we undertake no duty to update our forward-looking statements. ​ Forward-looking and other statements in this document may also address our sustainability initiatives, goals, targets and progress, and the inclusion of such statements is not an indication that these contents are necessarily material to investors or required to be disclosed in our filings with the SEC.
For a further discussion of these and other factors which could cause results to differ from those expressed in any forward-looking statement, see Item 1A of Part I of this Form 10-K, entitled “Risk Factors.” Except as may be required under applicable law, we undertake no duty to update our forward-looking statements. ​ Forward-looking and other statements in this document may also address our sustainability initiatives, goals, targets and progress, and the inclusion of such statements is not an indication that these contents are necessarily material to investors or required to be disclosed in our filings with the SEC.
Our programs assist in more effectively managing water use for plant processes by optimizing the performance of treatment chemicals and equipment in order to minimize costs and maximize returns on investment. ​ Our offerings include specialty products such as scale and corrosion inhibitors, antifoulants, pre-treatment solutions, membrane treatments, coagulants and flocculants, anti-foamers, hydrogen sulfide removal, cold flow improvers, lubricity inhibitors, crude desalting and reactive monomer inhibitors, as well as our 3D TRASAR TM technologies, which combine chemistry, remote services and monitoring and control.
Our programs assist in more effectively managing water use for plant processes by optimizing the performance of treatment chemicals and equipment in order to minimize costs and maximize returns on investment. ​ Our offerings include specialty products such as scale and corrosion inhibitors, antifoulants, pre-treatment solutions, liquid cooling solutions, membrane treatments, coagulants and flocculants, anti-foamers, hydrogen sulfide removal, cold flow improvers, lubricity inhibitors, crude desalting and reactive monomer inhibitors, as well as our 3D TRASAR TM technologies, which combine chemistry, remote services and monitoring and control.
We also utilize independent, third-party foodservice, broad-line and janitorial distributors to provide logistics to end customers that prefer to work through these distributors. Many of these distributors also participate in marketing our product and service offerings to the end customers.
We also utilize independent, third-party foodservice, broad-line, healthcare and janitorial distributors to provide logistics to end customers that prefer to work through these distributors. Many of these distributors also participate in marketing our product and service offerings to the end customers.
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.
For factors that may affect our sustainability initiatives, goals, and targets, see Item 1A of Part I 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.
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.
Additionally, although we have a diverse customer base and no customer or distributor constituted 10 percent or more of our consolidated revenues in 2025, 2024 or 2023, 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.
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.
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 leader in water, hygiene and infection prevention solutions and services that protect people and the resources vital to life.
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.
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 12 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.
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.
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 Water, Global Institutional & Specialty, Global Pest Elimination, and Global Life Sciences. ​ ​ ​ 3 Table of Contents Global Water ​ This reportable segment consists of the Light & Heavy, 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.
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.
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 five percent of raw material purchases.
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.
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.
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”).
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. ​ ● In Australia , products must comply with the regulations set by the Therapeutic Goods Administration.
Our Global Institutional and Global Industrial cleaning products are subject to the regulations and may incur additional stay-in-market expenses associated with conducting the required alternatives analyses for chemicals of concern. To date, we generally have been able to comply with such legislative requirements by reformulation or labeling modifications.
Our Global Institutional and Global Water cleaning products are subject to the regulations and may incur additional stay-in-market expenses associated with conducting the required alternatives analyses for chemicals of concern. To date, we generally have been able to comply with such legislative requirements by reformulation or labeling modifications.
Our safety goals are simple: zero accidents, zero injuries, and zero violations. We communicate that this is a collective goal all employees commit to, own, and deliver on every day. Our leadership teams and a network of Safety, Health, and Environment professionals around the world support employees with robust safety programs, processes, and platforms.
Our safety goals are simple: zero accidents, zero injuries and zero violations. We communicate that this is a collective goal all employees commit to, own, and deliver on every day. Our leadership teams and a network of Safety, Health and Environment professionals around the world support employees with robust safety programs, processes and technologies.
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.
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, 2021 ​ ​ ​ ​ ​ ​ ​ Nicholas J.
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.
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. ​ 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.
Food & Beverage provides detergents, cleaners, sanitizers, lubricants and animal health products, as well as cleaning systems, digitally-based dispensers, monitors and chemical injectors for the application of chemical products, primarily to dairy plants; dairy, swine and poultry farms; breweries and soft-drink bottling plants as well as meat, poultry and other food processors.
Food & Beverage provides detergents, cleaners, sanitizers, lubricants, water solutions and animal health products, as well as cleaning systems, digitally-based dispensers, monitors and chemical injectors for the application of chemical products, primarily to dairy plants, dairy, swine and poultry farms, breweries and soft-drink bottling plants, as well as meat, poultry and other food processors.
Medical devices must be included in the Australian Register of Therapeutic Goods (“ARTG”) and meet the Essential Principles for safety and performance.
Medical devices must be included in the Australian Register of Therapeutic Goods and meet the Essential Principles for safety and performance.
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.
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 $1.3 million in 2025, $0.7 million in 2024 and $0.3 million in 2023.
First, we compete with a small number of large companies selling directly or through distributors on a national or international scale. Second, we have numerous smaller regional or local competitors which focus on more limited geographies, product lines and/or end-use customer segments.
First, we compete with a small number of large companies selling directly or through distributors on a national or international scale. Second, we have numerous smaller regional or local competitors who focus on more limited geographies, product lines and/or end-use customer segments.
To help manage this program, we have been simplifying our product lines and working with chemical suppliers to comply with registration requirements. In addition, Korea, Taiwan, Turkey, India, Chile and Colombia and other countries have implemented or are implementing similar requirements.
To help manage this program, we have been simplifying our product lines and working with chemical suppliers to comply with registration requirements. In addition, Korea, Taiwan, Ukraine, Turkey, India, Peru, Chile and Colombia and other countries have implemented or are implementing similar requirements.
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.
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 (“APIs”) and high value industrial applications.
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.
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.
The underlying operating segments exhibit similar manufacturing processes, distribution methods and economic characteristics. Descriptions of the three operating segments which comprise our Global Industrial reportable segment follow below. ​ Water ​ Water serves customers across industrial and institutional markets.
The underlying operating segments exhibit similar manufacturing processes, distribution methods and economic characteristics. Descriptions of the three operating segments which comprise our Global Water reportable segment follow below. ​ Light & Heavy ​ Light & Heavy serves customers across industrial and institutional markets.
We will continue to evaluate the potential for partnerships and joint ventures that can assist us in increasing our geographic, technological and product reach. ​ Environmental and Regulatory Considerations ​ Our businesses are subject to various legislative enactments and regulations relating to the protection of the environment and public health.
We will continue to evaluate the potential for partnerships and joint ventures that can assist us in increasing our geographic, technological and product reach. ​ 9 Table of Contents Environmental and Regulatory Considerations ​ Our businesses are subject to various legislative enactments and regulations relating to the protection of the environment and public health.
Proportionately larger investments in sales and technical support are also necessary in certain geographies in order to facilitate the growth of our international operations. ​ Competition ​ In general, the markets in which the businesses in our Global Industrial reportable segment compete are led by a few large companies, with the rest of the market served by smaller entities focusing on more limited geographic regions or a smaller subset of products and services.
Investments in sales and technical support are also necessary in certain geographies in order to facilitate the growth of our international operations. ​ Competition ​ In general, the markets in which the businesses in our Global Water reportable segment compete are led by a few large companies, with the rest of the market served by smaller entities focusing on more limited geographic regions or a smaller subset of products and services.
These 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).
These regulations govern the development, testing, manufacturing, packaging, labeling, distribution and marketing of medical devices and medicinal products, including APIs, excipients and resins for biopharmaceutical processing. ​ 11 Table of Contents ● 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).
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).
As of 2026, 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., Ukraine, Chile, India).
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.
In 2024, we helped our customers conserve more than 226 billion gallons of water and avoid more than 4.6 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, 2025, which are located in Item 8 of Part II of this Form 10-K.
We are also implementing updates, where applicable, of GHS revisions in countries where it is already present (e.g., US, Canada, Malaysia, Singapore).
We are also implementing updates, where applicable, of GHS revisions in countries where it is already present (e.g., US, Canada).
While Paper provides its customers similar types of products and programs for water treatment and wastewater treatment as those offered by Water, Paper also offers two specialty programs that differentiate its offerings from Water—pulp applications and paper applications.
While Paper provides its customers with similar types of products and programs for water treatment and wastewater treatment as those offered by Light & Heavy, Paper also offers two specialty programs that differentiate its offerings from Light & Heavy —pulp applications and paper applications.
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.
Sales of warewashing products were approximately 13% of consolidated net sales in 2025 and 12% in 2024 and 2023. ​ 7 Table of Contents Human Capital ​ As of December 31, 2025, Ecolab employed approximately 48,000 employees. The largest component of our workforce is comprised of more than 25,000 sales and service employees.
The information contained on our websites, including the corporate responsibility, and climate reports identified in this report, is not incorporated by reference into this report. 13 Table of Contents Information about our Executive Officers. ​ The persons listed in the following table are our current executive officers. Officers are elected annually.
The information contained on our websites, including the corporate responsibility, and climate reports identified in this report, is not incorporated by reference into this report. ​ 13 Table of Contents Information about our Executive Officers. ​ The persons listed in the following table are our current executive officers. Officers are elected annually and as needed by the Board of Directors.
Through this strategy and our varied product and service mix, one customer may utilize the offerings of several of our operating segments. Important in our business proposition for customers is our ability to produce improved results while reducing their water and energy use.
Through this strategy and the breadth of our product and service mix, one customer may utilize the offerings of several of our operating segments. Important in our value proposition for customers is our ability to produce improved results while reducing their water and energy use.
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.
Approximately $59 million has been budgeted globally for projects in 2026. ​ 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.
Within Water, our light industry markets include food and beverage, manufacturing and transportation, institutional clients including commercial buildings, hospitals, universities and hotels, and global high technology serving customers including data centers and microelectronics.
Within Light & Heavy, our markets include food and beverage, manufacturing and transportation, institutional clients, including commercial buildings, hospitals, universities and hotels, and global high technology serving customers, including data centers and microelectronics.
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.
Approximately 43% of our 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 8% in Greater China. ​ We believe that doing the right thing, the right way, is good for business.
Boone ​ 51 ​ Executive Vice President, General Counsel and Secretary ​ Jan. 2025 – Present ​ ​ ​ ​ Executive Vice President, General Counsel, Secretary and Interim Chief Compliance Officer ​ June 2024 – Jan. 2025 ​ ​ ​ ​ Senior Vice President, Chief Compliance Officer and Interim General Counsel ​ May 2024 – June 2024 ​ ​ ​ ​ Interim General Counsel and Assistant Secretary ​ Apr. 2024 – May 2024 ​ ​ ​ ​ Sector General Counsel, Institutional and International Markets ​ Feb. 2023 – Apr. 2024 ​ ​ ​ ​ Sector General Counsel, Institutional and Specialty ​ Jan. 2021 – Jan. 2023 ​ ​ ​ ​ Associate General Counsel, Institutional ​ Jan. 2020 – Dec. 2021 ​ ​ ​ ​ ​ ​ ​ Jennifer J.
Boone ​ 52 ​ Executive Vice President, General Counsel and Secretary ​ Jan. 2025 – Present ​ ​ ​ ​ Executive Vice President, General Counsel, Secretary and Interim Chief Compliance Officer ​ June 2024 – Jan. 2025 ​ ​ ​ ​ Senior Vice President, Chief Compliance Officer and Interim General Counsel ​ May 2024 – June 2024 ​ ​ ​ ​ Interim General Counsel and Assistant Secretary ​ Apr. 2024 – May 2024 ​ ​ ​ ​ Sector General Counsel, Institutional and International Markets ​ Feb. 2023 – Apr. 2024 ​ ​ ​ ​ Sector General Counsel, Institutional and Specialty ​ Jan. 2022 – Jan. 2023 ​ ​ ​ ​ Associate General Counsel, Institutional ​ Jan. 2021 – Dec. 2021 ​ ​ ​ ​ ​ ​ ​ Jennifer J.
Food & Beverage is also a leading developer and marketer of antimicrobial products used in direct contact with meat, poultry, seafood and produce during processing in order to reduce microbial contamination. Food & Beverage also designs, engineers and installs CIP (“clean-in-place”) process control systems and facility cleaning systems for its customer base.
Food & Beverage is also a leading developer and marketer of antimicrobial products used in direct contact with meat, poultry, seafood and produce during processing in order to reduce microbial contamination. Food & Beverage also designs, engineers and installs clean-in-place process control systems and facility cleaning systems for its customer base.
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.
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 $62 million in 2025 and 2024, and $46 million in 2023.
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.
Cook ​ 57 ​ 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. 2021 – May 2021 ​ ​ ​ ​ ​ ​ ​ Alexander A.
Bradway ​ 48 ​ Senior Vice President and Corporate Controller ​ Jan. 2022 – Present ​ ​ ​ ​ Senior Vice President Finance - Global Institutional ​ Jan. 2020 – Dec. 2021 ​ ​ ​ ​ ​ ​ ​ Darrell R.
Bradway ​ 49 ​ Senior Vice President and Corporate Controller ​ Jan. 2022 – Present ​ ​ ​ ​ Senior Vice President Finance - Global Institutional ​ Jan. 2021 – Dec. 2021 ​ ​ ​ ​ ​ ​ ​ Darrell R.
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.
Our worldwide accruals at December 31, 2025 for probable future remediation expenditures, excluding potential insurance reimbursements, totaled approximately $21.5 million. We review our exposure for contamination remediation costs periodically and our accruals are adjusted as considered appropriate.
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.
In support of these overall objectives, key areas of focus include: ​ Workplace Culture: 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.
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.
Hlila ​ 50 ​ 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. 2021 – Apr. 2021 ​ ​ ​ ​ ​ ​ ​ Margeaux M.
During 2024, the impact on our consolidated net income of our joint ventures, in the aggregate, was approximately three percent.
During 2025, the impact on our consolidated net income of our joint ventures, in the aggregate, was approximately two percent.
In 2024, our net zero target for Science Based Targets initiative (“SBTi”) validation was 12 Table of Contents approved, including a near term Scope 3 target.
In 2024, our net zero target for Science Based Targets initiative validation was approved, including a near term Scope 3 target.
Our near-term SBT aims to reduce absolute Scope 1 and 2 emissions by 50% from 2018 levels, and Scope 3 emissions by 25% from 2022 levels, by 2030. ​ In 2023, we invested $63 million and $5.7 million in capital and operating environmental program expenses, respectively.
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. ​ 12 Table of Contents In 2024, we invested $48 million and $4.3 million in capital and operating environmental program expenses, respectively.
Advanced digital sensing, monitoring and automation combine with innovative chemistries and detailed process knowledge to provide a broad range of customer solutions. Specialty products include flocculants, coagulants, dewatering aids and digester yield additives.
Advanced digital sensing, monitoring and automation combine with innovative chemistries and detailed process knowledge to provide a broad range of customer solutions. Specialty products include flocculants, coagulants, dewatering aids and digester yield additives. Our offerings are sold primarily by our corporate account and field sales employees.
“Properties,” of this Form 10-K. ​ Raw Materials ​ Raw materials purchased for use in manufacturing our products are inorganic chemicals, including alkalis, acids, biocides, phosphonates, phosphorous materials, silicates and salts; and organic chemicals, including acids, alcohols, amines, fatty acids, surfactants, solvents, monomers and polymers.
Additional information on our plant and distribution facilities is located under Part I, Item 2., “Properties,” of this Form 10-K. ​ Raw Materials ​ Raw materials purchased for use in manufacturing our products are inorganic chemicals, including alkalis, acids, biocides, phosphonates, phosphorous materials, silicates and salts; and organic chemicals, including acids, alcohols, amines, fatty acids, surfactants, solvents, monomers and polymers.
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.
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. Products and programs are sold primarily through our field sales and corporate account personnel, and to a lesser extent through distributors.
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.
The investments resulted in a reduction of total energy consumption by almost 13.7 billion BTUs; reduction of emissions by 1,660.88 tCO2e; and over 48 million gallons (~184,000 cubic meters) of water savings from reduction and recycling projects.
Descriptions of the two operating segments which comprise our Global Institutional & Specialty reportable segment follow below. ​ Institutional ​ Institutional sells specialized cleaners and sanitizers for washing dishes, glassware, flatware, foodservice utensils and kitchen equipment (“warewashing”), plus specialized cleaners for various applications throughout food service operations, on-premise laundries (typically used by hotel and healthcare customers) and general housekeeping functions.
Institutional sells specialized cleaners and sanitizers for washing dishes, glassware, flatware, foodservice utensils and kitchen equipment (“warewashing”), plus specialized cleaners for various applications throughout foodservice operations, on-premise laundries (typically used by hotel and healthcare customers) and general housekeeping functions.
Brown ​ 61 ​ President and Chief Operating Officer ​ Oct. 2022 – Present ​ ​ ​ ​ Executive Vice President and President – Global Industrial ​ Jan. 2020 – Sept. 2022 ​ ​ ​ ​ ​ ​ ​ Gregory B.
Brown ​ 62 ​ President and Chief Operating Officer ​ Oct. 2022 – Present ​ ​ ​ ​ Executive Vice President and President – Global Industrial ​ Jan. 2021 – Sept. 2022 ​ ​ ​ ​ ​ ​ ​ Benjamin M.
“Properties,” of this Form 10-K. ​ Deliveries to customers are made from our manufacturing plants and a network of distribution centers and third-party logistics service providers. We use common carriers, our own delivery vehicles, and distributors for transport. Additional information on our plant and distribution facilities is located under Part I, Item 2.
Additional information on product/equipment sourcing is found in the segment discussions above and additional information on our manufacturing facilities is located under Part I, Item 2., “Properties,” of this Form 10-K. ​ Deliveries to customers are made from our manufacturing plants and a network of distribution centers and third-party logistics service providers.
The Ecolab, Nalco and 3D TRASAR trademarks are registered or applied for in all of our key markets and we anticipate maintaining them indefinitely. ​ Seasonality ​ We experience variability in our quarterly operating results due to seasonal sales volume and business mix fluctuations in our operating segments.
The Ecolab, Nalco and 3D TRASAR trademarks are registered or applied for in all of our key markets, and we anticipate maintaining them indefinitely. ​ Seasonality ​ We experience variability in our quarterly operating results due to seasonal sales volume and business mix fluctuations in our operating segments. ​ Investments in Equipment ​ We have invested, and plan to continue to invest, in process control and monitoring equipment and technology, consisting primarily of systems used by customers to dispense our products as well as to monitor water systems.
The investment in such equipment is discussed under the heading "Investing Activities" in Management's Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K. ​ Manufacturing and Distribution ​ We manufacture most of our products and related equipment in Company-operated manufacturing facilities. Some products are also produced for us by third-party contract manufacturers.
The investment in such equipment is discussed under the heading "Investing Activities" in Part II, Item 7., “Management's Discussion and Analysis of Financial Condition and Results of Operations” (the “MD&A”), of this Form 10-K. ​ Manufacturing and Distribution ​ We manufacture most of our products and related equipment in Company-operated manufacturing facilities.
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.
Independent, third-party distributors and, to a lesser extent, sales agents are utilized in several markets, as described in the segment descriptions found above.
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.
Wellness initiatives outside the U.S. are aligned to country-specific needs and market practices; examples include employee assistance programs, caregiver support and programs focused on physical and mental health. ​ 8 Table of Contents Patents and Trademarks ​ We own and license a number of patents, trademarks and other intellectual property.
Specialty supports its product sales with training programs and technical support designed to meet the special needs of its customers. ​ Both Specialty’s QSR business and its food retail business utilize their corporate account sales force which manages relationships with customers at the corporate and regional office levels (and, in the QSR market segment, at the franchisee level) and their field sales force which provides program support at the individual restaurant or store level.
Through our EcoSure Brand Protection business, Specialty also provides customized on-site evaluations, training and quality assurance services to foodservice and hospitality operations. ​ 5 Table of Contents Both Specialty’s QSR business and its food retail business utilize their corporate account sales force which manages relationships with customers at the corporate and regional office levels (and, in the QSR market segment, at the franchisee level) and their field sales force which provides program support at the individual restaurant or store level.
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.
Alfano ​ 64 ​ Executive Vice President and President – Global Water ​ Apr. 2023 – Present ​ ​ ​ ​ Executive Vice President and General Manager – Global Light Sector ​ Jan. 2021 – Mar. 2023 ​ ​ ​ ​ ​ ​ ​ Christophe Beck ​ 58 ​ 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 ​ ​ ​ ​ ​ ​ ​ Jandeen M.
Heavy industries served include power, chemicals and primary metals, mining and petroleum refining and fuels industry. ​ Water provides water treatment products and technology programs for cooling water, wastewater, boiler water and process water applications. In addition to these solutions, we offer specialty programs to the petroleum and fuels industry – refining process applications, fuels and feedstocks additives.
We also serve the power, chemicals, primary metals and mining and petroleum refining and fuels industries. ​ Light & Heavy provides water treatment products and technology programs for cooling water, ultra-pure water, wastewater, boiler water and process water applications.
We test our pay and wage data against compensation surveys to align our pay with the competitive external market. In the U.S., we conduct pay equity studies, and we are in the process of expanding pay equity studies outside the U.S. ​ Ecolab also provides market-competitive benefits based on country-specific needs and government requirements.
In the U.S., U.K., Ireland, and France, we conduct pay equity studies, and we are in the process of expanding our pay equity studies further to countries where we have a sizable presence. ​ Ecolab also provides market-competitive benefits based on country-specific needs and government requirements.
Products for use in processing facilities are sold primarily by our corporate account and field sales employees, while products for use on farms are sold through dealers and independent, third-party distributors. ​ We believe we are one of the leading global suppliers of cleaning and sanitizing products to the dairy plant, dairy, swine and poultry farm, beverage/brewery, food, meat and poultry, and beverage/brewery processing industries. ​ Paper ​ Paper provides water and process applications for the pulp and paper industries, offering a comprehensive portfolio of programs that are used in all principal steps of the papermaking process and across all grades of paper, including graphic grades, board and packaging, and tissue and towel.
The majority of our Food & Beverage revenue is from product and equipment sales and is recognized at a point in time when the obligations in the contract with the customer are satisfied. ​ We believe we are one of the leading global suppliers of cleaning and sanitizing products and water programs to the dairy plant, dairy, swine and poultry farm, food, meat and poultry, and beverage/brewery processing industries. ​ 4 Table of Contents Paper ​ Paper provides water and process applications for the pulp and paper industry, offering a comprehensive portfolio of programs that are used in all principal steps of the papermaking process and across all grades of paper, including graphic grades, board and packaging, and tissue and towel.
The Life Sciences business competes in the European market versus several mid-size and regional competitors and competes against two large and other mid-size or regional competitors in North America. Outside of North America and Europe competitors are much more fragmented and do not offer the same level of service or coverage as Ecolab.
Outside of North America and Europe competitors are much more fragmented and do not offer the same level of service or coverage as Ecolab.
Our offerings are sold primarily by our corporate account and field sales employees. ​ We believe we are one of the leading global suppliers of water treatment products and process aids to the pulp and papermaking industry. 4 Table of Contents Global Institutional & Specialty ​ This reportable segment consists of the Institutional and Specialty operating segments, which provide specialized cleaning and sanitizing products to the foodservice, hospitality, lodging, government, education and retail industries.
The majority of our Paper revenue is from product sales and is recognized at a point in time when the obligations in the contract with the customer are satisfied. ​ We believe we are one of the leading global suppliers of water treatment products and process aids to the pulp and paper industry. ​ Global Institutional & Specialty ​ This reportable segment consists of the Institutional and Specialty operating segments, which provide specialized cleaning and sanitizing products to the foodservice, hospitality, lodging, government, education and retail industries.
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”).
In addition, the European Commission has announced a revision of the REACH Regulation, with a legislative proposal expected in the third quarter of 2026, introducing simplified but stricter chemical controls that may increase compliance requirements and affect parts of Ecolab’s raw material portfolio; however, the potential financial impact is not yet fully quantifiable and is not expected to have a material adverse effect on our consolidated results of operations, cash flows, or 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 offerings are sold primarily by our corporate account and field sales employees. ​ We believe we are one of the leading global suppliers of products and programs for chemical applications within the industrial water treatment and petroleum refining industries. ​ Food & Beverage ​ Food & Beverage provides cleaning and sanitation products and programs to facilitate the processing of products for human consumption.
The majority of our Light & Heavy revenue is from product sales and is recognized at a point in time when the obligations in the contract with the customer are satisfied. ​ We believe we are one of the leading global suppliers of products and programs for chemical applications within the industrial water treatment and petroleum refining industries. ​ Food & Beverage ​ Food & Beverage provides cleaning and sanitation products and water programs to facilitate the processing of products for human consumption.
Products and programs are sold primarily through our field sales and corporate account personnel, and to a lesser extent through distributors. ​ Life Sciences is comprised of customers and accounts related to manufacturing in the following industries: pharmaceutical, animal health and medicine, blood purification and dialysis, biologic products, cosmetics and medical devices.
The majority of our Life Sciences revenue is from product sales and is recognized at a point in time when the obligations in the contract with the customer are satisfied. ​ Life Sciences is comprised of customers and accounts related to manufacturing in the following industries: pharmaceutical, animal health and medicine, blood purification and dialysis, biologic products, cosmetics and medical devices.
We believe we compete principally by providing superior value, premium customer support, training, service, and innovative and differentiated products to help our customers protect their brand reputation and improve their operational efficiency. ​ Within the Global Healthcare & Life Sciences reportable segment, the Healthcare business competes geographically with companies primarily focused on a smaller range of product categories, with few globally scaled competitors.
We believe we compete principally by providing superior value, premium customer support, training, service, and innovative and differentiated products to help our customers protect their brand reputation and improve their operational efficiency. ​ Within the Global Life Sciences reportable segment, the business competes in the European market versus several mid-size and regional competitors and competes against two large and other mid-size or regional competitors in North America.
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”).
The underlying operating segments exhibit similar manufacturing processes, distribution methods and economic characteristics. Descriptions of the two operating segments which comprise our Global Institutional & Specialty reportable segment follow below. ​ Institutional ​ Institutional provides specialized cleaners and sanitizers, infection prevention solutions, food safety products and equipment, and a range of other products and programs to hospitality and healthcare institutions.
Our tailored, comprehensive solutions and technical know-how focus on ensuring product quality, safety and compliance standards are met while improving operational efficiency in customers’ cleaning, sanitation and disinfection processes.
Life Sciences also produces high performance purification resins that support critical separation processes across a range of industries, including power generation, food and beverage, and water treatment. Our tailored, comprehensive solutions and technical know-how focus on ensuring product quality, safety and compliance standards are met while improving operational efficiency in customers’ cleaning, sanitation and disinfection processes.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeChanges 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.
Biggest changeDefense 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. 19 Table of Contents ​ Our operations may present a safety risk to our employees and others. ​ Notwithstanding our emphasis on safety and the precautions we take related to health and safety, we may be unable to avoid safety incidents relating to our operations that result in injuries or deaths of our employees, contractors or others.
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.
There are inherent risks in our international operations, including: ​ ● exchange controls and currency restrictions; ● currency fluctuations and devaluations; ● changes in international trade policies, including the imposition of tariffs and other trade restrictions; ● 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; 16 Table of Contents ● 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.
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.
The risks described below are not the only risks or uncertainties we face. The occurrence of any of the following risks, additional risks and uncertainties not presently known to us, or risks that we currently believe to be immaterial, could materially and adversely affect our business, reputation, financial condition, prospects, or results of operations.
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.
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.
See 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.
See 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, such as telephone conferences and/or webcasts open to the public. ​ Investing in our common stock involves a high degree of risk.
Our ability to achieve any stated commitment, goal, target, or objective is subject to factors and conditions, many of which are outside of our control, including the pace of changes in technology, the availability of requisite financing, and the availability of suppliers that can meet our sustainability and other standards. ​ Our business may face increased scrutiny from the investment community, other stakeholders, regulators, and the media related to our sustainability activities, including our commitments, goals, targets, and objectives, and our methodologies and timelines for pursuing them.
Our ability to achieve any stated commitment, goal, target, or objective is subject to factors and conditions, many of which are outside of our control, including the pace of changes in technology, the availability of requisite financing, and the availability of suppliers that can meet our sustainability and other standards. 20 Table of Contents Our business may face increased scrutiny from the investment community, other stakeholders, regulators, and the media related to our sustainability activities, including our commitments, goals, targets, and objectives, and our methodologies and timelines for pursuing them.
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.
Additionally, software we purchase or lease from third-party vendors could become inoperable (via an 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 damage to our reputation. ● Legal and Regulatory Risks : The legal and regulatory landscape for AI is still developing and varies across jurisdictions.
If we determine that any of the assets or goodwill recorded in connection with the Nalco and Purolite transactions or any other prior or future acquisitions or joint venture transactions have become impaired, we will be required to record a loss resulting from the impairment.
If we determine that any of the assets or goodwill recorded in connection with the Nalco, Purolite, and Ovivo Electronics transactions or any other prior or future acquisitions or joint venture transactions have become impaired, we will be required to record a loss resulting from the impairment.
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.
For example, a one percentage point increase in the average interest rate on our floating rate debt at December 31, 2025 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, Purolite and Ovivo Electronics transactions and other acquisitions. ​ We expect to continue to complete selected acquisitions and joint venture transactions in the future.
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.
Additionally, new regulations could conflict with our current AI practices, requiring costly changes to our development and deployment strategies. 17 Table of Contents ● Reputational Risks : The use of AI raises social and ethical concerns, which could harm our reputation if not managed responsibly.
In particular, the U.S. Gulf Coast is a region with significant refining, petrochemicals and chemicals operations which provide us raw materials, as well as being an important customer base for our Water operating segment.
In particular, the U.S. Gulf Coast is a region with significant refining, petrochemicals and chemicals operations which provide us raw materials, as well as being an important customer base for our Light & Heavy operating segment.
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.
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, 2025, we had goodwill of $9.2 billion which is maintained in various reporting units, including goodwill from the Nalco, Purolite and Ovivo Electronics transactions.
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.
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, “Special (Gains) and Charges,” of the Notes of this Form 10-K.
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.
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. ​ 21 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, 2025, we had approximately $8.2 billion in outstanding indebtedness, with approximately $1.5 billion in the form of floating rate debt.
While we have continually matured our security program and capabilities and have had no material incidents to date, cyber threats continue to evolve and there can be no assurance that our efforts will prevent cybersecurity attacks or breaches in our systems or in the systems of strategic vendors, including cloud providers, that could cause reputational damage, business disruption or legal and regulatory costs; could result in third-party claims; could result in compromise or misappropriation of our intellectual property, trade secrets or sensitive information; or could otherwise materially adversely affect our business, including our business strategy, results of operations, or financial condition.
While we have continually matured our security program and capabilities and have had no material incidents to date, cyber threats continue to evolve, such as with the use of artificial intelligence, resulting in sophisticated new attack methods that are increasingly automated, targeted, and difficult to defend against, and there can be no assurance that our efforts will prevent cybersecurity attacks or breaches in our systems or in the systems of strategic vendors, including cloud providers, that could cause reputational damage, business disruption or legal and regulatory costs; could result in third-party claims; could result in compromise or misappropriation of our intellectual property, trade secrets or sensitive information; or could otherwise materially adversely affect our business, including our business strategy, results of operations, or financial condition.
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.
The extent of the impact of macroeconomic and geopolitical developments 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, changes in global trade policies, including the imposition of tariffs, import and export restrictions, and retaliatory trade actions, as well as implications of geopolitical situations in Europe, the Middle East, China, and Russia, have resulted in economic and demand uncertainty.
If our sustainability practices do not meet investor or other stakeholder expectations and standards, which continue to evolve, our reputation, our ability to attract or retain employees, and our attractiveness as an investment, business partner, or as an acquiror could be negatively impacted.
If our sustainability practices do not meet the rapidly evolving, varied and often times conflicting investor or other stakeholder expectations and standards, our reputation, our ability to attract or retain employees, and our attractiveness as an investment, business partner, or as an acquiror could be negatively impacted.
We conduct business in more than 170 countries and, in 2024, approximately 47% of our net sales originated outside the United States.
We conduct business in more than 170 countries and, in 2025, approximately 47% of our net sales were generated from customers outside the United States.
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.
Our operations could be materially and adversely affected if for any reason we are unable to successfully execute organizational change and management transitions at leadership levels. ​ 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.
Increases in income tax rates, changes in income tax laws or unfavorable resolution of tax matters could have a material adverse impact on our financial results. ​ Future events may impact our deferred tax position, including the utilization of foreign tax credits and undistributed earnings of international affiliates that are considered to be reinvested indefinitely. ​ We evaluate the recoverability of deferred tax assets and the need for deferred tax liabilities based on available evidence.
While we expect certain provisions of OBBBA to change the timing of U.S. cash taxes related to the current and future periods, OBBBA did not have a material impact to the Company’s income tax expense. ​ Future events may impact our deferred tax position, including the utilization of foreign tax credits and undistributed earnings of international affiliates that are considered to be reinvested indefinitely. ​ We evaluate the recoverability of deferred tax assets and the need for deferred tax liabilities based on available evidence.
Our operations could be materially and adversely affected if for any reason we are unable to successfully execute organizational change and management transitions at leadership levels. ​ We are subject to information technology system failures, network disruptions and breaches in data security. ​ We rely to a large extent upon information technology systems and infrastructure to operate our business.
Any failure in our AI initiatives could materially harm our business, financial condition, and results of operations. ​ We are subject to information technology system failures, network disruptions and breaches in data security. ​ We rely to a large extent upon information technology systems and infrastructure to operate our business.
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.
Although we maintain insurance, our insurance coverage may not be sufficient in type or amount to prevent or recover losses resulting from cybersecurity attacks. ​ 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.
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.
The evolving nature of these reforms may impact our tax profile, increase compliance costs, and create additional risks of double taxation or inconsistent treatment across jurisdictions. We continue to monitor Pillar Two legislative developments, which, based on information available, have not had material impacts on the 2025 financial statements.
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.
References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past. ​ 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.
In such case, the trading price of our common stock could decline, and you may lose all or part of your original investment.
In such case, the trading price of our common stock could decline, and you may lose all or part of your original investment. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks and uncertainties described below.
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.
We may not continue to succeed in developing and implementing policies and strategies that are effective in each location where we do business, which could have a material adverse effect on our consolidated results of operations, financial position or cash flows. ​ 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.
We may not continue to succeed in developing and implementing policies and strategies that are effective in each location where we do business, which could have a material adverse effect on our consolidated results of operations, financial position or cash flows. ​ We may experience business disruption if we fail to execute organizational change and management transitions. ​ Our continued success will depend on the efforts and abilities of our executive officers and certain other key employees, particularly those with sales and sales management responsibilities, to drive business growth, development and profitability.
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. ​ We may experience business disruption if we fail to execute organizational change and management transitions. ​ Our continued success will depend on the efforts and abilities of our executive officers and certain other key employees, particularly those with sales and sales management responsibilities, to drive business growth, development and profitability.
Removed
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.
Added
The disclosures in this section reflect our beliefs and opinions as to factors that could materially and adversely affect us in the future.
Added
During 2025, new tariffs were imposed in the U.S. for imports from a broad range of countries and materials. Several countries also implemented or proposed retaliatory tariffs on imports from the U.S., as well as other barriers to trade. Ongoing changes in U.S. trade policy through administrative action or litigation create a heightened level of uncertainty for our business.
Added
Additionally, it may take considerable time for us to investigate and evaluate the full impact of cyber-attacks, particularly for sophisticated attacks, which may inhibit our ability to provide prompt, full, and reliable information about cybersecurity incidents to our customers, regulators, and the public.
Added
There may also be other related challenges and risks as we complete implementation of our ERP system upgrade, and businesses which we have acquired, or may in the future acquire, may have information technology system vulnerabilities which could increase our risk of cybersecurity attacks.
Added
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.
Added
Certain safety incidents may result in legal or regulatory action that could result in increased expenses or reputational damage.
Added
We maintain workers' compensation and other insurances to address the risk of incurring material liabilities for injuries or deaths, but there can be no assurance that the insurance coverage will be adequate or will continue to be available on terms acceptable to us, or at all, which could result in material liabilities to us for any injuries or deaths.
Added
Changes to federal, state, and local employee health and safety regulations, and legislative, regulatory, or societal responses to safety incidents may result in heightened regulations or public scrutiny that may increase our compliance costs or result in reputational damage. ​ 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.
Added
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. The enactment of the One Big Beautiful Bill Act (“OBBBA”) in the U.S. introduced changes to U.S. international tax provisions. These changes may interact with Pillar Two in complex ways.
Added
Statements by the Group of Seven Nations (“G7”) suggest a potential “side-by-side” framework that could exempt certain U.S. parented groups from all or certain aspects of Pillar Two rules but the final outcome remains uncertain.
Added
Increases in income tax rates, changes in income tax laws or unfavorable resolution of tax matters could have a material adverse impact on our financial results. ​ On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.
Added
The OBBBA includes significant provisions, such as permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.
Added
An estimate of the financial impact has been included in operating results as of December 31, 2025.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe 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.
Biggest changeThe Board receives an overview and the Audit Committee receives reports from our CISO regarding our cybersecurity threat risk management and strategy processes.
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 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 Senior Vice President of Global Business Services, and the Vice President Audit Services. ​ 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.
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.
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. 22 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.
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.
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.
Risk Factors” of this Form 10-K. ​ Cybersecurity Governance ​ Ecolab’s ISSC, chaired by our CISO, meets as needed.
Risk Factors” of this Form 10-K. ​ Cybersecurity Governance ​ Ecolab’s ISSC, chaired by our CISO, meets regularly and as needed.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe also have a significant business presence in Naperville, Illinois, where our Water and Paper operating segments maintain their principal administrative offices and research center, as well as in Greensboro, North Carolina, where our Specialty operating segment maintains its principal administrative offices and a research center. Our Water operating segment leases administrative and research facilities in Houston, Texas.
Biggest changeWe also have a significant business presence in Naperville, Illinois, where our Light & Heavy and Paper operating segments maintain their principal administrative offices and research center, as well as in Greensboro, North Carolina, where our Specialty operating segment maintains its principal administrative offices and a research center.
However, most of the United States facilities do manufacture products for export. Many of our properties are used by multiple segments. ​ Our manufacturing facilities produce chemical products as well as medical devices and equipment for all our operating segments, although Pest Elimination purchases the majority of their products and equipment from outside suppliers.
However, most of the United States facilities do manufacture products for export. Many of our properties are used by multiple segments. ​ Our manufacturing facilities produce chemical products and equipment for all our operating segments, although Pest Elimination purchases the majority of their products and equipment from outside suppliers.
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 2. Propertie s. ​ We operate 30 manufacturing facilities in 13 states in the U.S. Internationally, we operate 70 manufacturing facilities in 39 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.
We also have a network of small leased sales offices in the United States and, to a lesser extent, in other parts of the world. ​ ​
We also have a limited network of small, leased sales offices throughout the world. ​ ​
Added
Our Light & Heavy operating segment leases administrative and research facilities in Houston, Texas.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe have no such proceedings exceeding this threshold to report. ​ ​
Biggest changeWe have no such proceedings exceeding this threshold to report. ​ ​ Item 4. Mine Safety Disclosures. ​ Not applicable. ​ 24 Table of Contents PART II ​ ​

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, 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.
Biggest changeOur 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. ​ Holders ​ On January 30, 2026, we had 4,333 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, 2025 241,240 ​ ​ $274.2840 ​ 241,240 7,170,389 ​ November 1-30, 2025 951,977 ​ ​ 260.9840 ​ 951,977 6,218,412 ​ December 1-31, 2025 321,591 ​ ​ 264.7744 ​ 321,591 5,896,821 ​ Total 1,514,808 ​ ​ $263.9068 1,514,808 5,896,821 ​ ​ (1) As announced on November 3, 2022, our Board of Directors authorized the repurchase of up to 10,000,000 common shares.
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. ​ ​
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 programs. ​ ​
Added
Market 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. ​ Dividends ​ Dividends declared per common share in 2025 were $2.68 per share.
Added
In December 2025, we increased our quarterly cash dividend by 12% to $0.73 per share, representing our 34th consecutive annual dividend rate increase. We have paid cash dividends on our common shares for 89 consecutive years.

Item 7. Management's Discussion & Analysis

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

137 edited+25 added−39 removed45 unchanged
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.
Biggest changeAdditional information about our reportable segments is included in Note 18, “Operating Segment and Geographic Information,” of the Notes. ​ Fixed currency net sales and operating income for 2025, 2024 and 2023 for our reportable segments are shown in the following tables. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Sales ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent Change ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2025 ​ 2024 Global Water ​ ​ $7,679.9 ​ ​ ​ ​ ​ $7,483.4 ​ ​ ​ ​ $7,284.1 ​ 3 % ​ 3 % Global Institutional & Specialty ​ 5,962.0 ​ ​ 5,979.4 ​ 5,779.4 0 ​ ​ 3 ​ Global Pest Elimination ​ ​ 1,219.2 ​ ​ ​ 1,140.1 ​ ​ 1,044.3 ​ 7 ​ ​ 9 ​ Global Life Sciences ​ 706.1 ​ ​ 670.5 ​ 650.8 5 ​ ​ 3 ​ Corporate ​ ​ - ​ ​ ​ - ​ ​ 42.4 ​ * ​ ​ * ​ Subtotal at fixed currency ​ 15,567.2 ​ ​ 15,273.4 ​ 14,801.0 2 ​ ​ 3 ​ Effect of foreign currency translation ​ 514.0 ​ ​ 468.0 ​ 519.2 ​ ​ ​ ​ ​ Consolidated reported GAAP net sales ​ $16,081.2 ​ ​ ​ $15,741.4 ​ ​ $15,320.2 2 % ​ 3 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent Change ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2025 ​ 2024 Global Water ​ ​ $1,263.9 ​ ​ ​ ​ ​ $1,207.2 ​ ​ ​ ​ $1,042.1 ​ 5 % ​ 16 % Global Institutional & Specialty ​ 1,357.8 ​ ​ 1,202.2 ​ 856.5 13 ​ ​ 40 ​ Global Pest Elimination ​ ​ 237.1 ​ ​ ​ 209.7 ​ ​ 200.9 ​ 13 ​ ​ 4 ​ Global Life Sciences ​ 120.7 ​ ​ 91.8 ​ 118.9 31 ​ ​ (23) ​ Corporate ​ (353.2) ​ ​ (12.1) ​ (329.0) * ​ ​ * ​ Subtotal at fixed currency ​ 2,626.3 ​ ​ 2,698.8 ​ 1,889.4 (3) ​ ​ 43 ​ Effect of foreign currency translation ​ 111.3 ​ ​ 103.6 ​ 102.9 ​ ​ ​ ​ ​ Consolidated reported GAAP operating income ​ $2,737.6 ​ ​ ​ $2,802.4 ​ ​ $1,992.3 (2) % ​ 41 % * Not meaningful ​ The following tables reconcile the impact of acquisitions and divestitures within our reportable segments. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ December 31 Net Sales ​ 2025 ​ 2024 (millions) ​ ​ ​ Fixed Currency ​ Impact of Acquisitions and Divestitures ​ Organic ​ Fixed Currency ​ Impact of Acquisitions and Divestitures ​ Organic Global Water ​ $7,679.9 ​ ($80.2) ​ $7,599.7 ​ $7,483.4 ​ ($30.9) ​ $7,452.5 Global Institutional & Specialty 5,962.0 ​ (1.4) ​ 5,960.6 ​ 5,979.4 ​ (217.5) ​ 5,761.9 Global Pest Elimination ​ 1,219.2 ​ (9.3) ​ 1,209.9 ​ 1,140.1 ​ - ​ 1,140.1 Global Life Sciences 706.1 ​ - ​ 706.1 ​ 670.5 ​ - ​ 670.5 Subtotal at fixed currency 15,567.2 ​ (90.9) ​ 15,476.3 ​ 15,273.4 ​ (248.4) ​ 15,025.0 Effect of foreign currency translation 514.0 ​ ​ ​ ​ ​ 468.0 ​ ​ ​ ​ Consolidated reported GAAP net sales $16,081.2 ​ ​ ​ ​ ​ $15,741.4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Income ​ 2025 ​ 2024 (millions) ​ ​ ​ Fixed Currency ​ Impact of Acquisitions and Divestitures ​ Organic ​ Fixed Currency ​ Impact of Acquisitions and Divestitures ​ Organic Global Water ​ $1,263.9 ​ ($10.1) ​ $1,253.8 ​ $1,207.2 ​ $0.2 ​ $1,207.4 Global Institutional & Specialty 1,357.8 ​ 0.5 ​ 1,358.3 ​ 1,202.2 ​ (52.9) ​ 1,149.3 Global Pest Elimination 237.1 ​ (0.5) ​ 236.6 ​ 209.7 ​ - ​ 209.7 Global Life Sciences ​ 120.7 ​ - ​ 120.7 ​ 91.8 ​ - ​ 91.8 Corporate ​ (195.2) ​ - ​ (195.2) ​ (195.5) ​ - ​ (195.5) Non-GAAP adjusted fixed currency operating income 2,784.3 ​ (10.1) ​ 2,774.2 ​ 2,515.4 ​ (52.7) ​ 2,462.7 Special (gains) and charges 158.0 ​ ​ ​ ​ ​ (183.4) ​ ​ ​ ​ Subtotal at fixed currency 2,626.3 ​ ​ ​ ​ ​ 2,698.8 ​ ​ ​ ​ Effect of foreign currency translation 111.3 ​ ​ ​ ​ ​ 103.6 ​ ​ ​ ​ Consolidated reported GAAP operating income $2,737.6 ​ ​ ​ ​ ​ $2,802.4 ​ ​ ​ ​ 37 Table of Contents Global Water ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ 2023 Sales at fixed currency (millions) ​ ​ $7,679.9 ​ ​ ​ $7,483.4 ​ ​ ​ $7,284.1 ​ Sales at public currency (millions) ​ ​ 7,982.4 ​ ​ ​ 7,775.9 ​ ​ ​ 7,625.5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Organic sales change ​ ​ 2 % ​ ​ * ​ ​ ​ ​ ​ Acquisitions and divestitures ​ 1 % ​ ​ * ​ ​ ​ ​ ​ Fixed currency sales change ​ 3 % ​ ​ 3 % ​ ​ ​ ​ Foreign currency translation ​ ​ - % ​ ​ - % ​ ​ ​ ​ Public currency sales change ​ 3 % ​ ​ 2 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income at fixed currency (millions) ​ ​ $1,263.9 ​ ​ ​ $1,207.2 ​ ​ ​ $1,042.1 ​ Operating income at public currency (millions) ​ ​ 1,332.9 ​ ​ ​ 1,274.2 ​ ​ ​ 1,115.4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fixed currency operating income change ​ ​ 5 % ​ ​ 16 % ​ ​ ​ ​ Fixed currency operating income margin ​ 16.5 % ​ 16.1 % ​ 14.3 % Organic operating income change ​ 4 % ​ * ​ ​ ​ ​ ​ Organic operating income margin ​ 16.5 % ​ 16.2 % ​ ​ * ​ Public currency operating income change ​ ​ 5 % ​ ​ 14 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ * Not meaningful Percentages in the above table do not necessarily sum due to rounding. ​ Net Sales ​ Fixed currency sales increased 3% in 2025.
These assumptions affect the amount and timing of future pension contributions, benefit payments and expense or income recognized. ​ The significant assumptions used in developing the required estimates are the discount rates, expected returns on assets, projected salary and health care cost increases and mortality tables. ​ ● The discount rate assumptions for our U.S. plans are assessed using a yield curve constructed from a subset of bonds yielding greater than the median return from a population of non-callable, corporate bonds that have an average rating of AA when averaging available Moody’s Investor Services, Standard & Poor’s and Fitch ratings.
These assumptions affect the amount and timing of future pension contributions, benefit payments and expense or income recognized. ​ The significant assumptions used in developing the required estimates are the discount rates, expected returns on assets and projected salary and health care cost increases. ​ ● The discount rate assumptions for our U.S. plans are assessed using a yield curve constructed from a subset of bonds yielding greater than the median return from a population of non-callable, corporate bonds that have an average rating of AA when averaging available Moody’s Investor Services, Standard & Poor’s and Fitch ratings.
The 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.
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 benefits, and other changes in estimates. ​ We recognized a net tax expense related to discrete tax items of $11.2 million during 2023.
Our retention rate of significant customers has aligned with our acquisition assumptions, including the customer bases acquired from our Nalco, Laboratoires Anios (“Anios”), Copal Invest NV, including its primary operating entity CID Lines (collectively, “CID Lines”) and Purolite transactions, which make up the majority of our unamortized customer relationships.
Our retention rate of significant customers has aligned with our acquisition assumptions, including the customer bases acquired from our Nalco, Laboratoires Anios (“Anios”), Copal Invest NV, including its primary operating entity CID Lines (collectively, “CID Lines”), Purolite and Ovivo Electronics transactions, which make up the majority of our unamortized customer relationships.
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.
Our Nalco tradename impairment assessment for 2025 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 2025 that required completion of an interim impairment assessment of our Nalco trade name in the second half of 2025.
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.
For our annual 2025 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.
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 any other significant unconditional purchase obligations or commercial commitments. ​ As of December 31, 2025, Standard & Poor’s, Fitch and Moody’s rated our long-term credit at A- (stable outlook), A- (stable outlook) and A3 (stable outlook), respectively.
Relevant factors in determining the realizability of deferred tax assets include historical results, sources of future taxable income, the expected timing of the reversal of temporary differences, tax planning strategies and the expiration dates of the various tax attributes. ​ Unrecognized Tax Benefits ​ A number of years may elapse before a particular tax matter, for which we have established a liability for unrecognized tax benefits, is audited and finally resolved.
Relevant factors in determining the realizability of deferred tax assets include historical results, sources of future taxable income, the expected timing of the reversal of temporary differences, tax planning strategies and the expiration dates of the various tax attributes. ​ 29 Table of Contents Unrecognized Tax Benefits ​ A number of years may elapse before a particular tax matter, for which we have established a liability for unrecognized tax benefits, is audited and finally resolved.
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.
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 $388 million.
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 discount rates are calculated by matching each plans’ projected cash flows to the bond yield curve. For 2025 and 2024, we measured service and interest costs by applying the specific spot rates along that yield curve to the plans’ liability cash flows.
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.
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 $7.5 billion and $6.5 billion as of December 31, 2025 and 2024, respectively, for impairment when significant events or changes in business circumstances indicate that the carrying amount of the assets may not be recoverable.
We have adopted various accounting policies to prepare the consolidated financial statements in accordance with U.S. GAAP. Our significant accounting policies are disclosed in Note 2 of the Notes to the Consolidated Financial Statements (“Notes”). ​ Preparation of our consolidated financial statements, in conformity with U.S.
We have adopted various accounting policies to prepare the consolidated financial statements in accordance with U.S. GAAP. Our significant accounting policies are disclosed in Note 2, “Significant Accounting Policies,” of the Notes to the Consolidated Financial Statements (“Notes”). ​ Preparation of our consolidated financial statements, in conformity with U.S.
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.
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 2025 goodwill impairment assessment, we completed our impairment assessment for our seven reporting units using discounted cash flow analyses that incorporated assumptions regarding future growth rates, terminal values and discount rates.
We use assumptions similar to our U.S. plan assumptions to measure our international pension obligations, however, the assumptions used vary by country based on specific local country requirements and information. ​ Refer to Note 16 for further discussion concerning our accounting policies, estimates, funded status, contributions and overall financial positions of our pension and postretirement plan obligations. ​ Self-Insurance ​ Globally we have insurance policies with varying deductible levels for property and casualty losses.
We use assumptions similar to our U.S. plan assumptions to measure our international pension obligations, however, the assumptions used vary by country based on specific local country requirements and information. ​ Refer to Note 16, “Retirement Plans,” of the Notes for further discussion concerning our accounting policies, estimates, funded status, contributions and overall financial positions of our pension and postretirement plan obligations. ​ Self-Insurance ​ Globally we have insurance policies with varying deductible levels for property and casualty losses.
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.
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 2025 ​ ​ $0.65 ​ ​ ​ $0.65 ​ ​ ​ $0.65 ​ ​ ​ $0.73 ​ ​ ​ $2.68 ​ 2024 ​ $0.57 ​ ​ ​ $0.57 ​ ​ ​ $0.57 ​ ​ ​ $0.65 ​ ​ ​ $2.36 ​ 2023 ​ $0.53 ​ ​ ​ $0.53 ​ ​ ​ $0.53 ​ ​ ​ $0.57 ​ ​ ​ $2.16 ​ ​ ​ 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.
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.
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 2025.
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.
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 8.25% for 2025, 8.00% for 2024, and 7.75% for 2023. ​ ● Projected salary is based on our long-term actual experience, the near-term outlook and assumed inflation.
Public currency rate data provided within the “Segment Performance” section of this MD&A reflect amounts translated at actual public average rates of exchange prevailing during the corresponding period and is provided for informational purposes only. ​ ​ 26 Table of Contents EXECUTIVE SUMMARY ​ In 2024, we delivered record sales, operating income margin, free cash flow, and adjusted diluted earnings per share.
Public currency rate data provided within the “Segment Performance” section of this MD&A reflect amounts translated at actual public average rates of exchange prevailing during the corresponding period and is provided for informational purposes only. ​ ​ 26 Table of Contents EXECUTIVE SUMMARY ​ In 2025, we delivered record sales, operating income margin, adjusted diluted earnings per share, and free cash flows.
Our historical retention rates, coupled with our consistent track record of keeping long-term relationships with our customers, supports our expectation of consistent sales generation for the foreseeable future from the acquired customer bases.
Our historical retention rates, coupled with our consistent track record of keeping long-term relationships with our customers, support our expectation of consistent sales generation for the foreseeable future from the acquired customer bases.
We have experienced no significant changes in the carrying amount or estimated remaining useful lives of our long-lived or amortizable intangible assets. ​ Goodwill and Indefinite Life Intangible Assets ​ Goodwill arises from our acquisitions and represents the excess of the fair value of the purchase consideration exchanged over the fair value of net assets acquired.
We have experienced no significant changes in the carrying amount or estimated remaining useful lives of our long-lived or amortizable intangible assets. ​ 30 Table of Contents Goodwill and Indefinite Life Intangible Assets ​ Goodwill arises from our acquisitions and represents the excess of the fair value of the purchase consideration exchanged over the fair value of net assets acquired.
After tax special (gains) and charges are derived by applying the applicable local jurisdictional tax rate to the corresponding pre-tax special (gains) and charges. EBITDA is defined as the sum of net income including non-controlling interest, provision for income taxes, net interest expense, depreciation and amortization.
After tax special (gains) and charges are derived by applying the applicable local jurisdictional tax rate to the corresponding pre-tax special (gains) and charges. ​ EBITDA is defined as net income including non-controlling interest with the sum of provision for income taxes, net interest expense, depreciation and amortization added back.
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.
Our weighted-average projected salary increase used in determining the U.S. pension expenses was 3.60% for 2025, 3.60% for 2024, and 4.03% for 2023. ​ ● For postretirement benefit measurement purposes as of December 31, 2025, the annual rates of increase in the per capita cost of covered health care were assumed to be 8.15% for pre-65 costs.
GAAP, and the U.S. dollar is the functional currency for our subsidiaries in Argentina, Turkey and Egypt. During 2024, sales in Argentina, Turkey and Egypt represented approximately 1% of our consolidated sales.
GAAP, and the U.S. dollar is the functional currency for our subsidiaries in Argentina, Turkey and Egypt. During 2025, sales in Argentina, Turkey and Egypt represented approximately 1% of our consolidated sales.
The difference between the fixed currency exchange rates and the actual currency exchange rates is reported as “effect of foreign currency translation” in the following tables. All other accounting policies of the reportable segments are consistent with U.S. GAAP and the accounting policies described in Note 2.
The difference between the fixed currency exchange rates and the actual currency exchange rates is reported as “effect of foreign currency translation” in the following tables. All other accounting policies of the reportable segments are consistent with U.S. GAAP and the accounting policies described in Note 2, “Significant Accounting Policies,” of the Notes.
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.
We do not have required minimum cash contribution obligations for our qualified pension plans in 2025. 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 $39 million in 2026. These amounts have been excluded from the schedule of contractual obligations.
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.
Assets held in Argentina, Turkey and Egypt at the end of 2025 represented approximately 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.
We adjust these liabilities for unrecognized tax benefits in light of changing facts and circumstances. ​ Tax regulations require items to be included in our tax returns at different times than the items are reflected in our financial statements. As a result, the effective income tax rate reflected in our financial statements differs from that reported in our tax returns.
We adjust these liabilities for unrecognized tax benefits in light of changing facts and circumstances. ​ Tax regulations require items to be included in our tax returns at different times than the items are reflected in our financial statements. As a result, the effective income tax rate reflected in our financial statements differs from statutory tax rates.
As of December 31, 2024, we were in compliance with our debt covenants and other requirements of our credit agreements and indentures.
As of December 31, 2025, we were in compliance with our debt covenants and other requirements of our credit agreements and indentures.
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.
Total liabilities were $14.9 billion as of December 31, 2025, compared to total liabilities of $13.6 billion as of December 31, 2024. Total debt was $8.2 billion as of December 31, 2025 and $7.6 billion as of December 31, 2024. See further discussion of our debt activity within the “Liquidity and Capital Resources” section of this MD&A.
As a result, we reclassified $5.3 million ($4.0 million after tax) or $0.01 per diluted share from other restructuring to One Ecolab in the third quarter of 2024. ​ In 2024 we recorded restructuring charges of $76.5 million ($59.0 million after tax), or $0.21 per diluted share primarily related to severance and professional services.
As a result, we reclassified $5.3 million ($4.0 million after tax) or $0.01 per diluted share from other restructuring to One Ecolab in the third quarter of 2024. ​ We recorded restructuring charges of $117.0 million ($90.5 million after tax), or $0.32 per diluted share and $76.5 million ($59.0 million after tax), or $0.21 per diluted share in 2025 and 2024, respectively, primarily related to severance and professional services.
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.
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, 2025, we had $1,500 million of interest rate swaps outstanding. Refer to Note 8, “Derivatives and Hedging Transactions,” of the Notes for further information on our hedging activity.
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.
For additional information on income taxes refer to Note 12, “Income Taxes,” of the Notes. ​ 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.
Further, due to the sale of the global surgical solutions business on August 1, 2024, we have excluded the results of the business for August through December 2023 from these organic measures for the year ended December 31, 2023 to remain comparable to the corresponding period in 2024.
Further, due to the sale of the global surgical solutions business on August 1, 2024, we have excluded the results of that business for January through July 2024 from these organic measures for the year ended December 31, 2024 to remain comparable to the corresponding period in 2025.
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.
In determining our U.S. pension obligations and U.S. postretirement health care obligation for 2025, our weighted-average discount rate decreased to 5.28% from 5.58% at year-end 2024. ​ ● 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.
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.
Postretirement ​ ​ Health Care Benefits Plans ​ ​ ​ ​ Increase in ​ Higher ​ ​ Assumption ​ Recorded ​ 2026 (millions) ​ Change ​ Obligation ​ Expense Discount rate ​ ​ ​ 0.25 pts ​ ​ $1.9 ​ ​ ​ $- ​ Expected return on assets 0.25 pts ​ ​ N/A ​ ​ ​ - ​ ​ 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.
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.
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 2025 were $2.68 per share.
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.
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 $24.7 billion as of December 31, 2025, compared to total assets of $22.4 billion as of December 31, 2024.
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.
Our goodwill impairment assessments for 2025 indicated the estimated fair values of each of these seven reporting units exceeded the carrying amounts of the respective reporting units by a significant margin.
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.
No events were noted during the second half of 2025 that required completion of an interim goodwill impairment assessment in the second half of 2025 for any of our seven reporting units.
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.
Pension Plans ​ ​ ​ ​ Increase in ​ Higher ​ ​ Assumption ​ Recorded ​ 2026 (millions) ​ Change ​ Obligation ​ Expense Discount rate ​ ​ ​ 0.25 pts ​ ​ $33.1 ​ ​ ​ $2.5 ​ Expected return on assets 0.25 pts ​ ​ N/A ​ ​ ​ 4.4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect on U.S.
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.
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: (i) the impact of special (gains) and charges where applicable, (ii) the impact of the Ovivo Electronics acquisition, (iii) the results of our acquired businesses from the first twelve months post acquisition and (iv) the results of divested businesses from the twelve months prior to divestiture.
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.
After these changes, the Company has seven 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.
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.
Our strong balance sheet has allowed us continued access to capital at attractive rates. ​ Cash Flow ​ Cash flow from operating activities was $3.0 billion in 2025, compared to $2.8 billion in 2024.
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.
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 $53.9 million and $34.1 million as of December 31, 2025 and 2024, respectively.
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.
We had total goodwill of $9.2 billion and $7.9 billion as of December 31, 2025 and 2024, respectively. We test our goodwill for impairment at the reporting unit level. Our reporting units are our seven operating segments. We assess goodwill for impairment on an annual basis during the second quarter.
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.
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) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2025 ​ 2024 Reported GAAP net income attributable to Ecolab ​ ​ $2,075.6 ​ ​ ​ $2,112.4 ​ ​ $1,372.3 ​ (2) % ​ 54 % Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Special (gains) and charges, after tax ​ 127.4 ​ ​ ​ (126.7) ​ ​ 109.2 ​ ​ ​ ​ ​ ​ Discrete tax net (benefit) expense ​ ​ (57.5) ​ ​ ​ (78.6) ​ ​ 11.2 ​ ​ ​ ​ ​ ​ Impact of Ovivo Electronics on net income ​ ​ 3.1 ​ ​ ​ - ​ ​ - ​ ​ ​ ​ ​ ​ Non-GAAP adjusted net income attributable to Ecolab ​ ​ $2,148.6 ​ ​ ​ $1,907.1 ​ ​ $1,492.7 ​ 13 % ​ 28 % ​ Diluted EPS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent Change ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (dollars) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2025 ​ 2024 Reported GAAP diluted EPS ​ ​ $7.28 ​ ​ ​ $7.37 ​ ​ $4.79 ​ (1) % ​ 54 % Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Special (gains) and charges, after tax ​ 0.45 ​ ​ (0.44) ​ 0.38 ​ ​ ​ ​ ​ ​ Discrete tax net (benefit) expense ​ (0.21) ​ ​ (0.28) ​ 0.04 ​ ​ ​ ​ ​ ​ Impact of Ovivo Electronics on diluted EPS ​ ​ 0.01 ​ ​ ​ - ​ ​ - ​ ​ ​ ​ ​ ​ Non-GAAP adjusted diluted EPS ​ ​ $7.53 ​ ​ ​ $6.65 ​ ​ $5.21 ​ 13 % ​ 28 % ​ Per share amounts do not necessarily sum due to rounding. ​ Currency translation had a favorable $0.04 impact on reported and adjusted diluted EPS when comparing 2025 to 2024 and unfavorable ($0.09) impact when comparing 2024 to 2023. 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 2025.
In addition, we recorded non-restructuring special charges of $23.7 million ($17.9 million after tax), or $0.06 per diluted share in 2024 primarily related to professional services.
In addition, we recorded non-restructuring special charges of $30.9 million ($23.4 million after tax), or $0.08 per diluted share and $23.7 million ($17.9 million after tax), or $0.06 per diluted share in 2025 and 2024, respectively, primarily related to professional services.
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.
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 $57.5 million during 2025.
This plan became part of the One Ecolab initiative in the third quarter. ​ During 2023 and 2022, we recorded restructuring charges of $8.0 million ($6.0 million after tax), or $0.03 per diluted share and $40.0 million ($31.1 million after tax), or $0.11 per diluted share, respectively, related to immaterial or subsequently concluded restructuring programs.
This plan became part of the One Ecolab initiative in the third quarter of 2024. ​ During 2023, we recorded restructuring charges of $8.0 million ($6.0 million after tax), or $0.03 per diluted share related to immaterial or subsequently concluded restructuring programs.
These non-GAAP measures include: ● Fixed currency sales ● Adjusted net sales ● Adjusted fixed currency sales ● Organic sales, formerly known as acquisition adjusted fixed currency sales ● Adjusted cost of sales ● Adjusted gross margin ● Fixed currency operating income ● Fixed currency operating income margin ● Adjusted operating income ● Adjusted operating income margin ● Adjusted fixed currency operating income ● Adjusted fixed currency operating income margin ● Organic operating income, formerly known as acquisition adjusted fixed currency operating income ● Organic operating income margin, formerly known as acquisition adjusted fixed currency operating income margin ● Adjusted other (income) expense ● Adjusted interest expense, net ● EBITDA ● Adjusted tax rate ● Adjusted net income attributable to Ecolab ● Adjusted diluted EPS ​ We provide these measures as additional information regarding our operating results.
These non-GAAP measures may include: ● Fixed currency sales ● Adjusted net sales ● Adjusted fixed currency sales ● Organic sales ● Adjusted cost of sales ● Adjusted gross margin ● Fixed currency operating income ● Fixed currency operating income margin ● Adjusted operating income ● Adjusted operating income margin ● Adjusted fixed currency operating income ● Adjusted fixed currency operating income margin ● Organic operating income ● Organic operating income margin ● Adjusted interest expense, net ● EBITDA ● Adjusted tax rate ● Adjusted net income attributable to Ecolab ● Adjusted diluted EPS ● Free cash flow ​ We provide these measures as additional information regarding our operating results.
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.
Our gross margin is defined as sales less cost of sales divided by sales. ​ Our reported gross margin was 44.5%, 43.5%, and 40.2% for 2025, 2024, and 2023, respectively. Our 2025, 2024 and 2023 reported gross margins were negatively impacted by special (gains) and charges of $7.7 million, $5.3 million, and $22.5 million, 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.
Operating income margin is defined as operating income divided by sales. ​ Our reported operating income was $2,737.6 million, $2,802.4 million, and $1,992.3 million, for 2025, 2024, and 2023, respectively.
In addition, we had commercial paper and notes payable net issuances of $2 million in 2024 and net repayments of $2 million and $404 million in 2023 and 2022, respectively. We repaid $630 million and $500 million of long-term debt in 2024 and 2023, respectively.
In addition, we had commercial paper and notes payable net issuances of $98 million in 2025, $2 million in 2024 and net repayments of $2 million in 2023, respectively. We repaid €575 million ($674 million), €575 million ($630 million), and $500 million of long-term debt in 2025, 2024 and 2023, respectively.
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.
We continue to expect our operating cash flow to remain strong. ​ As of December 31, 2025, we had $646 million of cash and cash equivalents on hand, of which $476 million was held outside of the U.S.
Such quantitative drivers are supported by comments meant to be qualitative in nature. Qualitative factors are generally ordered based on estimated significance. ​ The discussion should be read in conjunction with the consolidated financial statements and related notes included in this Form 10-K. Our consolidated financial statements are prepared in accordance with U.S. GAAP.
Qualitative factors are generally ordered based on estimated significance. ​ The discussion should be read in conjunction with the consolidated financial statements and related notes included in this Form 10-K. Our consolidated financial statements are prepared in accordance with U.S. GAAP.
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.
We will continue to evaluate our cash position in light of future developments. ​ In July 2025 and January 2024, we repaid €575 million ($674 million), and €575 million ($630 million) of long-term debt, respectively. ​ As of December 31, 2024, we had a $2.0 billion multi-year revolving credit facility which was due to expire in April 2026.
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%.
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 and the Ovivo Electronics acquisition, our 2025 adjusted gross margin was 44.5% compared against a 2024 adjusted gross margin of 43.5%.
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%.
We repurchased a total of $784 million, $987 million, and $14 million shares in 2025, 2024, and 2023, 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) ​ 2025 ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2025 ​ ​ ​ 2024 Net issuances (repayments) of commercial paper and notes payable ​ $98.2 ​ ​ ​ $1.9 ​ ​ ​ ​ ​ ($1.9) ​ ​ $96.3 ​ ​ ​ ​ ​ $3.8 ​ Long-term debt borrowings ​ 1,045.6 ​ ​ - ​ ​ - ​ ​ 1,045.6 ​ ​ - ​ Long-term debt repayments ​ (674.2) ​ ​ (630.4) ​ ​ (500.0) ​ ​ (43.8) ​ ​ (130.4) ​ In December 2025, we increased our quarterly dividend rate by 12%.
Cash payments during 2024 related to all other restructuring plans excluding the One Ecolab and Combined Programs were $2.2 million. ​ Sale of global surgical solutions business On April 27, 2024, we reached a definitive agreement to sell our global surgical solutions business, which closed on August 1, 2024.
Cash payments during 2025 related to all other restructuring plans excluding the One Ecolab Program was $10.4 million. ​ Sale of global surgical solutions business On April 27, 2024, we reached a definitive agreement to sell our global surgical solutions business, which closed on August 1, 2024.
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.
Our non-GAAP financial measures for adjusted cost of sales, adjusted gross margin and adjusted operating income exclude the impact of special (gains) and charges and the Ovivo Electronics acquisition, and our non-GAAP financial measures for adjusted tax rate, adjusted net income attributable to Ecolab and adjusted diluted EPS further exclude the impact of discrete tax items.
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.
The charges were primarily related to severance and asset write-offs. ​ The restructuring liability balance for all other restructuring plans excluding the One Ecolab Program was $8.8 million and $19.3 million as of December 31, 2025 and 2024, respectively.
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.
The net discrete tax expense was primarily related to the filing of federal, state and foreign tax returns and other income tax adjustments including the impact of changes in tax laws, audit settlements, share-based compensation excess tax benefits and other changes in estimates. ​ The change in our adjusted tax rates from 2024 to 2025 was primarily driven by geographic income mix.
Further, due to the sale of the global surgical solutions business on August 1, 2024, we have excluded the results of the business for August through December 2023 from these organic measures for the years ended December 31, 2023 to remain comparable to the corresponding period in 2024.
Further, due to the sale of the global surgical solutions business on August 1, 2024, we have excluded the results of the business for the nine-month period ended September 30, 2024 from these organic measures to remain comparable to the corresponding period in 2025.
Net cash payments were $26.9 million during 2024. ​ The net restructuring liability related to the One Ecolab initiative was $54.9 million as of December 31, 2024.
Net cash payments were $75.8 million during 2025 and $26.9 million in 2024. ​ The net restructuring liability related to the One Ecolab initiative was $96.1 million and $54.9 million as of December 31, 2025 and 2024, respectively.
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.
EBITDA is a non-GAAP measure discussed further in the “Non-GAAP Financial Measures” section of this MD&A. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ 2023 (ratio) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net debt to EBITDA ​ 2.0 ​ ​ 1.7 ​ ​ 2.4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total debt ​ ​ $8,236.3 ​ ​ ​ $7,564.9 ​ ​ ​ $8,181.8 ​ Cash ​ 646.2 ​ ​ ​ 1,256.8 ​ ​ ​ 919.5 ​ Net debt ​ ​ $7,590.1 ​ ​ ​ $6,308.1 ​ ​ ​ $7,262.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income including noncontrolling interest ​ ​ $2,093.3 ​ ​ ​ $2,131.9 ​ ​ ​ $1,393.0 ​ Provision for income taxes ​ 454.6 ​ ​ ​ 439.3 ​ ​ ​ 362.5 ​ Interest expense, net ​ 241.1 ​ ​ ​ 282.5 ​ ​ ​ 296.7 ​ Depreciation ​ 672.6 ​ ​ ​ 634.9 ​ ​ ​ 616.7 ​ Amortization ​ 303.8 ​ ​ ​ 300.5 ​ ​ ​ 306.9 ​ EBITDA ​ $3,765.4 ​ ​ ​ $3,789.1 ​ ​ ​ $2,975.8 ​ ​ Cash Flows ​ Operating Activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dollar Change (millions) ​ ​ ​ 2025 ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2025 ​ ​ ​ 2024 Cash provided by operating activities ​ ​ $2,952.6 ​ ​ ​ $2,813.9 ​ ​ ​ $2,411.8 ​ ​ ​ $138.7 ​ ​ ​ $402.1 ​ ​ 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 $139 million in 2025 compared to 2024, driven by a $219 million increase in net income, adjusted for the net gain on sale of surgical solutions business in 2024, partially offset by a $120 million unfavorable change in working capital.
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.
The unrecognized net losses on our U.S. qualified and non-qualified pension plans decreased to $486 million as of December 31, 2025, from $526 million as of December 31, 2024 (both before tax), primarily due to higher actual return on assets. ​ 28 Table of Contents The effect of a decrease in the discount rate or in the expected return on assets assumption as of December 31, 2025, on the December 31, 2025 defined benefit obligation and 2026 expense is shown below, assuming no changes in benefit levels.
Specialty organic sales increased 7% in 2024 and 13% in 2023 reflecting growth in quick service and food retail in both years. ​ Operating Income ​ Organic operating income and organic operating income margin for our Global Institutional & Specialty segment increased in both 2024 and 2023 when compared to prior periods. ​ Organic operating income margins increased 5.1 percentage points during 2024, as the 6.6 percentage point positive impacts from strong pricing, lower supply chain costs and higher volumes were partially offset by the 1.9 percentage point negative impacts of investments in the business.
Organic sales increased in 2024 reflecting growth in quick service and food retail. ​ Operating Income ​ Organic operating income and organic operating income margin for our Global Institutional & Specialty segment increased in both 2025 and 2024 when compared to prior periods. ​ Organic operating income margin increased 2.9 percentage points during 2025, as the 4.3 percentage point positive impacts from value pricing, lower supply chain costs and improved productivity were partially offset by the 1.0 percentage point negative impacts of investments in the business.
During 2024 we recorded a gain on sale of $355.9 million ($257.7 million after tax) or ($0.90) per diluted share, as described in Note 4. Excluding the gain on sale, we recorded charges of $15.6 million ($12.0 million after tax) or $0.05 per diluted share in 2024, which are primarily related to professional fees to support the sale.
Excluding the gain on sale, we recorded charges of $15.6 million ($12.0 million after tax), or $0.05 per diluted share in 2024, which are primarily related to professional fees to support the sale.
EBITDA is used in our net debt to EBITDA ratio, which we view as important indicators of the operational and financial health of our organization. ​ We evaluate the performance of our international operations based on fixed currency rates of foreign exchange.
EBITDA and adjusted EBITDA are used in our net debt to EBITDA and net debt to adjusted EBITDA ratios, which we view as important indicators of the operational and financial health of our organization. ​ We evaluate the performance of our international operations based on fixed currency rates of foreign exchange, which eliminate the translation impact of exchange rate fluctuations on our international results.
Our adjusted gross margin increased when comparing 2024 against 2023 reflecting strong value pricing and lower delivered product costs. ​ Excluding the impact of special (gains) and charges, our adjusted gross margin was 40.4% and 38.2% for 2023 and 2022, respectively.
Our adjusted gross margin increased when comparing 2025 against 2024 reflecting strong value pricing. ​ Excluding the impact of special (gains) and charges, our adjusted gross margin was 43.5% and 40.4% for 2024 and 2023, respectively.
The cash flow impact from working capital was primarily driven by improvement in inventory due to management efforts following easing global supply chain constraints and an improvement in receivables offset by a decrease in accounts payable primarily associated with our inventory reduction efforts. ​ The impact on operating cash flows of pension and postretirement plan contributions, cash activity related to restructuring, cash paid for income taxes and cash paid for interest, are shown in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dollar Change (millions) ​ 2024 ​ 2023 2022 2024 2023 Pensions and postretirement plan contributions $54.4 ​ ​ ​ $109.3 ​ ​ $64.3 ​ ​ ($54.9) ​ ​ $45.0 ​ Restructuring payments ​ 78.0 ​ ​ 118.3 ​ ​ 41.0 ​ ​ (40.3) ​ ​ 77.3 ​ Income tax payments ​ 647.4 ​ ​ 469.2 ​ ​ 308.9 ​ ​ 178.2 ​ ​ 160.3 ​ Interest payments ​ 342.6 ​ ​ 324.8 ​ ​ 222.4 ​ ​ 17.8 ​ ​ 102.4 ​ ​ ​ 42 Table of Contents Investing Activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dollar Change (millions) 2024 ​ 2023 2022 2024 2023 Cash used for investing activities ​ ​ ($433.8) ​ ​ ​ ($990.5) ​ ​ ​ ($716.8) ​ ​ ​ $556.7 ​ ​ ​ ($273.7) ​ ​ Cash provided by (used for) investing activities is primarily impacted by the timing of business acquisitions and dispositions as well as from capital investments in the business. ​ We continue to make capital investments in the business, including merchandising and customer equipment and manufacturing facilities.
The cash flow impact from working capital was primarily driven by improvement in inventory due to optimization efforts offset by a decrease in accounts payable primarily associated with our inventory reduction efforts and timing impacts. ​ 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. ​ The impact on operating cash flows of pension and postretirement plan contributions, cash activity related to restructuring, cash paid for income taxes and cash paid for interest, are shown in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dollar Change (millions) ​ 2025 ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2025 ​ ​ ​ 2024 Pensions and postretirement plan contributions ​ ​ ​ $77.8 ​ ​ ​ $54.4 ​ ​ ​ ​ ​ $109.3 ​ ​ $23.4 ​ ​ ​ ​ ​ ($54.9) ​ Restructuring payments ​ 86.2 ​ ​ 78.0 ​ ​ 118.3 ​ ​ 8.2 ​ ​ (40.3) ​ Income tax payments ​ 548.1 ​ ​ 647.4 ​ ​ 469.2 ​ ​ (99.3) ​ ​ 178.2 ​ Interest payments ​ 302.6 ​ ​ 342.6 ​ ​ 324.8 ​ ​ (40.0) ​ ​ 17.8 ​ ​ ​ 42 Table of Contents Investing Activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dollar Change (millions) ​ ​ ​ 2025 ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2025 ​ ​ ​ 2024 Cash used for investing activities ​ ​ ($2,707.2) ​ ​ ​ ($433.8) ​ ​ ​ ($990.5) ​ ​ ​ ($2,273.4) ​ ​ ​ $556.7 ​ ​ Cash provided by (used for) investing activities is primarily impacted by the timing of business acquisitions and dispositions as well as from capital investments in the business. ​ We continue to make capital investments in the business, including merchandising and customer equipment and manufacturing facilities.
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.
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) ​ 2025 ​ 2024 ​ 2023 ​ 2025 ​ 2024 Product and equipment sales ​ ​ $12,618.5 ​ ​ ​ ​ ​ $12,473.6 ​ ​ ​ ​ ​ $12,316.8 ​ ​ ​ ​ ​ ​ ​ ​ ​ Service and lease sales ​ ​ 3,462.7 ​ ​ ​ 3,267.8 ​ ​ ​ 3,003.4 ​ ​ ​ ​ ​ ​ ​ Reported GAAP net sales ​ ​ 16,081.2 ​ ​ ​ 15,741.4 ​ ​ ​ 15,320.2 ​ ​ 2 % ​ 3 % Impact of Ovivo Electronics on net sales ​ ​ (3.7) ​ ​ ​ - ​ ​ ​ - ​ ​ ​ ​ ​ ​ ​ Non-GAAP adjusted net sales ​ ​ 16,077.5 ​ ​ ​ 15,741.4 ​ ​ ​ 15,320.2 ​ ​ 2 % ​ 3 % Effect of foreign currency translation ​ (514.0) ​ (468.0) ​ ​ (519.2) ​ ​ ​ ​ ​ ​ ​ Non-GAAP adjusted fixed currency sales ​ ​ 15,563.5 ​ ​ ​ 15,273.4 ​ ​ ​ 14,801.0 ​ ​ 2 % ​ 3 % Effect of acquisitions and divestitures ​ ​ (87.2) ​ ​ ​ (248.4) ​ ​ ​ * ​ ​ ​ ​ ​ ​ ​ Non-GAAP organic sales ​ ​ $15,476.3 ​ ​ ​ $15,025.0 ​ ​ ​ * ​ ​ 3 % ​ * ​ * Not meaningful ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The percentage components of the year-over-year sales change are shown below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (percent) ​ 2025 ​ 2024 Volume ​ ​ ​ 1 % ​ ​ * % Price changes ​ ​ 2 ​ ​ * ​ Organic sales change ​ ​ 3 ​ ​ * ​ Acquisitions and divestitures ​ ​ (1) ​ ​ * ​ Fixed currency sales change ​ ​ 2 ​ ​ 3 ​ Foreign currency translation ​ ​ - ​ ​ - ​ Reported GAAP net sales change ​ ​ 2 % ​ 3 % * Not meaningful ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts do not necessarily sum due to rounding. ​ Cost of Sales (“COS”) and Gross Profit Margin (“Gross Margin”) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ Gross (millions/percent) ​ COS ​ ​ Margin ​ ​ COS ​ ​ Margin ​ ​ COS ​ ​ Margin Product and equipment cost of sales ​ $6,955.8 ​ ​ ​ ​ ​ ​ $6,990.0 ​ ​ ​ ​ ​ ​ $7,389.2 ​ ​ ​ ​ Service and lease cost of sales ​ 1,975.0 ​ ​ ​ ​ ​ ​ 1,909.7 ​ ​ ​ ​ ​ ​ 1,765.7 ​ ​ ​ ​ Reported GAAP COS and gross margin ​ 8,930.8 ​ ​ 44.5 % ​ ​ 8,899.7 ​ ​ 43.5 % ​ ​ 9,154.9 ​ ​ 40.2 % Special (gains) and charges ​ 7.7 ​ ​ ​ ​ ​ ​ 5.3 ​ ​ ​ ​ ​ ​ 22.5 ​ ​ ​ Impact of Ovivo Electronics on COS ​ 3.5 ​ ​ ​ ​ ​ ​ - ​ ​ ​ ​ ​ ​ - ​ ​ ​ ​ Non-GAAP adjusted COS and gross margin ​ $8,919.6 ​ ​ 44.5 % ​ ​ $8,894.4 ​ ​ 43.5 % ​ ​ $9,132.4 ​ ​ 40.4 % ​ Our COS values and corresponding gross margin are shown above.
Restructuring liabilities have been classified as a component of other current and other noncurrent liabilities on the Consolidated Balance Sheets. ​ Further details related to our restructuring charges are included in Note 3. ​ Combined Program ​ In November 2022, we approved a Europe cost savings program.
Restructuring liabilities have been classified as a component of other current and other noncurrent liabilities on the Consolidated Balance Sheets. ​ Further details related to our restructuring charges are included in Note 3, “Special (Gains) and Charges,” of the Notes. ​ In November 2022, we approved a Europe cost savings program and subsequently expanded the program to focus on our Institutional and Healthcare businesses in other regions (the “Combined Program”).
Special (gains) and charges in 2024 were driven primarily by the gain on sale of the global surgical solutions business and restructuring expense and 2023 were driven primarily by restructuring expense.
Special (gains) and charges in 2025 were primarily related to One Ecolab, while in 2024 they were driven primarily by the gain on sale of the global surgical solutions business and restructuring expense.
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.
This represents the 34 th consecutive year we have increased our dividend. We have paid dividends on our common stock for 89 consecutive years. We paid dividends of $754 million, $664 million, and $617 million in 2025, 2024, and 2023, respectively.
We enter into foreign currency forward contracts to hedge certain intercompany financial arrangements, and to hedge against the effect of exchange rate fluctuations on transactions related to cash flows denominated in currencies other than U.S. dollars. We use net investment hedges as hedging instruments to manage risks associated with our investments in foreign operations.
We enter into foreign currency forward contracts to hedge certain intercompany financial arrangements, and to hedge against the effect of exchange rate fluctuations on transactions related to cash flows denominated in currencies other than U.S. dollars.
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.
The remaining impacts of the Ovivo Electronics acquisition, including operating results, acquisition-related amortization and interest expense related to the transaction, have also been excluded from 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.
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.
Organic operating income increased 13% in 2025. ​ Earnings Attributable to Ecolab Per Common Share (“EPS”) ​ Reported diluted EPS decreased 1% to $7.28 in 2025, compared to $7.37 in 2024. Special (gains) and charges had an impact on both years.
The increase primarily reflected accelerating value pricing that overcame higher supply chain costs. ​ Selling, General and Administrative Expenses (“SG&A”) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (percent) 2024 ​ 2023 ​ 2022 SG&A Ratio 26.9 % ​ 26.5 % ​ 25.8 % ​ The increased SG&A ratio (SG&A expenses as a percentage of reported net sales) comparing 2024 against 2023 was driven by growth-oriented investments in the business which was partially offset by sales productivity.
The increase primarily reflected strong value pricing and lower delivered product costs. ​ 32 Table of Contents Selling, General and Administrative Expenses (“SG&A”) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (percent) ​ ​ ​ 2025 ​ 2024 ​ 2023 SG&A Ratio 26.5 % ​ 26.9 % ​ 26.5 % ​ The decreased SG&A ratio (SG&A expenses as a percentage of reported net sales) comparing 2025 against 2024 was driven by productivity which was partially offset by growth-oriented investments in the business.
The net discrete tax expense was primarily related to the filing of federal, state and foreign tax returns and other income tax adjustments including the impact of changes in tax laws, audit settlements, share-based compensation excess tax benefits and other changes in estimates. ​ We recognized a net tax benefit related to discrete tax items of $11.8 million during 2022.
The remaining net discrete tax benefit of $19.2 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 a net tax benefit related to discrete tax items of $78.6 million during 2024.

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