ECL

MKT CAP $80.8BP/E 38.7DIV YIELD 0.99%FCF YIELD 2.32%REV TTM $16.8B +7.1%NET INCOME $2.1B −0.9%NET DEBT $2.5B52W 245.73 – 308.35SEC XBRL · TTM TO Invalid Date

How ECL rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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Cybersecurity Governance Ecolab’s ISSC, chaired by our CISO, meets regularly and as needed.
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.
The Board receives an overview and the Audit Committee receives reports from our CISO regarding our cybersecurity threat risk management and strategy processes.
Propertie s. We operate 30 manufacturing facilities in 13 states in the U.S.
Internationally, we operate 70 manufacturing facilities in 39 countries.
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.
We 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.
Our Light & Heavy operating segment leases administrative and research facilities in Houston, Texas.
We also have a limited network of small, leased sales offices throughout the world. Item 3.
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.
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.
Our outstanding dividend history reflects our long-term growth and development, strong cash flows, solid financial position and confidence in our business prospects for the years ahead. 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 programs. Item 6. [Reserved]. Item 7.
We provide quantitative or qualitative information about the material sales drivers including the impact of changes in volume and pricing and the effect of acquisitions and changes in foreign currency at the corporate and reportable segment level.
GAAP. Comparability of Results Ovivo Electronics Acquisition On December 16, 2025, we acquired Ovivo’s electronics business (“Ovivo Electronics”) for total consideration of $1.6 billion in cash.
Ovivo Electronics is a leading and fast-growing global provider of breakthrough ultrapure water technologies for semiconductor manufacturing.
Ovivo Electronics is reported within our Light & Heavy operating segment.
Acquisition and integration charges are recorded within special (gains) and charges.
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.
In addition, as part of the separation of ChampionX in 2020, we continue to provide certain products to ChampionX, which are recorded in product and equipment sales in the Global Water segment along with the related cost of sales.
Further, due to the sale of the global surgical solutions business on August 1, 2024, we have excluded the results of 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.
These transactions are removed from the consolidated results as part of the calculation of the impact of acquisitions and divestitures. Comparability of Reportable Segments Effective January 1, 2025, the Company’s former Global Industrial reportable segment was renamed Global Water and includes the Light & Heavy (previously named Water), Food & Beverage, and Paper operating segments.
The Global Institutional & Specialty reportable segment continues to include the Institutional and Specialty operating segments.
The Global Pest Elimination segment remains a standalone reportable segment.
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.
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. EXECUTIVE SUMMARY In 2025, we delivered record sales, operating income margin, adjusted diluted earnings per share, and free cash flows.
Our team generated strong organic sales growth in Global Pest Elimination and Global Life Sciences, and good organic sales growth in Global Institutional & Specialty and Global Water.
Organic operating income grew by double digits, as strong value pricing and improved productivity were partially offset by investments in the business. Sales Reported sales increased 2% to $16.1 billion in 2025 from $15.7 billion in 2024.
When measured in fixed rates of foreign currency exchange, fixed currency sales increased 2% compared to the prior year.
Organic sales increased 3% compared to the prior year. Gross Margin Our reported gross margin was 44.5% of sales for 2025, compared to our 2024 reported gross margin of 43.5%.
Excluding the impact of special (gains) and charges and the Ovivo Electronics acquisition included in cost of sales, our adjusted gross margin was 44.5% in 2025 and 43.5% in 2024.
Our gross margin increase reflected strong value pricing. Operating Income Reported operating income decreased 2% to $2.7 billion in 2025, compared to $2.8 billion in 2024.
Adjusted operating income, excluding the impact of special (gains) and charges and the Ovivo Electronics acquisition increased 11% in 2025 as strong value pricing and improved productivity were partially offset by investments in the business.
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 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.
Adjusted diluted EPS, which excludes the impact of special (gains) and charges, discrete tax items and the Ovivo Electronics acquisition increased 13% to $7.53 in 2025 compared to $6.65 in 2024 which reflected good organic sales growth and robust operating income margin expansion. Balance Sheet We remain committed to maintaining “A” range ratings metrics over the long-term, supported by our current credit ratings of A-/A3/A- by Standard & Poor’s, Moody’s Investor Services and Fitch, respectively.
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.
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.
In December 2025 we increased our quarterly cash dividend by 12% to $0.73 per share, representing our 34 th consecutive annual dividend rate increase.

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Gone since FY2024

Cybersecurity Governance Ecolab’s ISSC, chaired by our CISO, meets as needed.
The Committee is comprised of executive leaders including the Executive Vice President and General Manager - Ecolab Digital (“EVP & GM Digital”), the Senior Vice President IT Enterprise Operations, the Chief Operating Officer, the Chief Financial Officer, the Chief Technical Officer, the General Counsel, the Executive Vice Presidents of our commercial divisions, the Executive Vice President Global Supply Chain, the Executive Vice President Human Resources, the Vice President of Global Business Transformation, and the Vice President Internal Audit. The ISSC assists the CISO in fulfilling our responsibilities regarding our information security program to protect the confidentiality, integrity and availability of our information assets, financial assets, and information systems.
The Board 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.
Propertie s. We operate 32 manufacturing facilities in 14 states in the U.S.
Internationally, we operate 67 manufacturing facilities in 37 countries.
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.
We 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.
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. Item 3.
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. 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.
Subject to market conditions, we expect to repurchase all shares under this authorization, for which no expiration date has been established, in open market or privately negotiated transactions, including pursuant to Rule 10b5-1 and accelerated share repurchase program. Item 6. [Reserved]. Item 7.
We provide quantitative information about the material sales drivers including the impact of changes in volume and pricing and the effect of acquisitions and changes in foreign currency at the corporate and reportable segment level.
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.
As part of the separation of ChampionX in 2020, we entered into an agreement with ChampionX to provide, receive or transfer certain products for a transitionary period.
Transitionary period sales of product to ChampionX under this agreement are recorded in product and equipment sales in the Corporate segment along with the related cost of sales.
The remaining sales to ChampionX are recorded in product and equipment sales in the Global Industrial segment along with the related cost of sales.
Further, due to the sale of the global surgical solutions business on August 1, 2024, we have excluded the results of the business for August through December 2023 from these organic measures for the year ended December 31, 2023 to remain comparable to the corresponding period in 2024.
These transactions are removed from the consolidated results as part of the calculation of the impact of acquisitions and divestitures. Comparability of Reportable Segments Effective January 1, 2024, the former Textile Care and Colloidal Technologies Group (“CTG”) operating segments are now part of the Water operating segment which continues to remain in the Global Industrial reportable segment.
Additionally, the Pest Elimination operating segment, formerly aggregated with the Textile Care and CTG operating segments within Other, is now reported as the stand-alone Global Pest Elimination reportable segment.
We made other immaterial changes, including the movement of certain customers and cost allocations between reportable segments.
After these changes, we have eight operating segments. 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.
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. EXECUTIVE SUMMARY In 2024, we delivered record sales, operating income margin, free cash flow, and adjusted diluted earnings per share.
Our team generated high single digit sales growth in Institutional & Specialty and Pest Elimination while Industrial and Healthcare and Life Sciences generated good sales growth.
Operating income grew by strong double digits, as strong value pricing, lower delivered product costs, and higher volumes overcame investments in the business. Sales Reported sales increased 3% to $15.7 billion in 2024 from $15.3 billion in 2023.
When measured in fixed rates of foreign currency exchange, fixed currency sales increased 3% compared to the prior year.
Organic sales increased 4% compared to the prior year. Gross Margin Our reported gross margin was 43.5% of sales for 2024, compared to our 2023 reported gross margin of 40.2%.
Excluding the impact of special (gains) and charges included in cost of sales, our adjusted gross margin was 43.5% in 2024 and 40.4% in 2023.
Our gross profit increase reflected strong value pricing and lower delivered product costs. Operating Income Reported operating income increased 41% to $2.8 billion in 2024, compared to $2.0 billion in 2023.
Adjusted operating income, excluding the impact of special (gains) and charges increased 23% in 2024 as strong value pricing, lower delivered product costs, and higher volumes were partially offset by investments in the business.
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 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.
Adjusted diluted EPS, which excludes the impact of special (gains) and charges and discrete tax items increased 28% to $6.65 in 2024 compared to $5.21 in 2023 which reflected solid organic sales growth, lower delivered product costs and continued investments in the business. Balance Sheet We remain committed to maintaining “A” range ratings metrics over the long-term, supported by our current credit ratings of A-/A3/A- by Standard & Poor’s, Moody’s Investor Services and Fitch, respectively.
Our strong balance sheet has allowed us continued access to capital at attractive rates. Cash Flow Cash flow from operating activities was $2.8 billion in 2024 compared to $2.4 billion in 2023.
We continued to generate strong cash flow from operations, allowing us to fund our ongoing operations, investments in our business, acquisitions, debt repayments, pension obligations and return cash to our shareholders through share repurchases and dividend payments. Dividends Dividends declared per common share in 2024 was $2.36 per share.
In December 2024 we increased our quarterly cash dividend by 14% to $0.65 per share, representing our 33 rd consecutive annual dividend rate increase.
We have paid cash dividends on our common shares for 88 consecutive years.
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.
Estimates are considered to be critical if they meet both of the following criteria: (1) the estimate requires assumptions to be made about matters that are highly uncertain at the time the accounting estimate is made, and (2) different estimates that we reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, have a material impact on the presentation of our financial condition or results of operations. Besides estimates that meet the “critical” estimate criteria, we make many other accounting estimates in preparing our financial statements and related disclosures.
Our critical accounting estimates include the following: Revenue Recognition Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing service.
Revenue from product and sold equipment is recognized when obligations under the terms of a contract with the customer are satisfied, which generally occurs with the transfer of the product or delivery of the equipment.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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