ECOLAB INC._March 28, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 28, 2025

ECOLAB INC.

(Exact name of registrant as specified in its charter)


Delaware	1-9328	41-0231510
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)


1 Ecolab Place, Saint Paul, Minnesota				55102
(Address of principal executive offices)				(Zip Code)


Registrant’s telephone number, including area code 1-800-232-6522

(Not applicable)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value	ECL	New York Stock Exchange
2.625% Euro Notes due 2025	ECL 25	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

Ecolab Inc. (“Ecolab” or the “Company”) is providing as an exhibit to this Current Report on Form 8-K a table (Exhibit 99.1) with supplemental unaudited reportable segment information for the years ended December 31, 2024 and December 31, 2023 reflecting international operations at the fixed currency exchange rates established by Company management at the beginning of 2025. The exhibit also reflects changes to the Company’s segment reporting structure, including the movement of certain operating segments, customers and cost allocations effective in the first quarter of 2025.

The Company’s organizational structure consists of global business unit and market-based leadership teams. The Company’s operating segments follow its commercial and product-based activities and are based on engagement in business activities, availability of discrete financial information and review of operating results by the Chief Operating Decision Maker at the identified operating segment level. 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 Company’s former healthcare operating segment moved into the Institutional operating segment. Global Life Sciences was elevated to a standalone reportable segment. The Global Pest Elimination segment remains a standalone reportable segment. After these changes, the Company has seven operating segments.

The Company is also providing a table (Exhibit 99.2) with supplemental unaudited reportable segment information for each of the four quarters of 2024 and for the twelve months ended December 31, 2024, reflecting the changes noted above. Ecolab also will publish the attached exhibits on its website located at www.ecolab.com.

The financial information in the tables represents a supplemental presentation of certain of Ecolab’s 2024 and 2023 reportable segment information as explained in this Current Report on Form 8-K and is not intended to replace the presentation of such information in Ecolab’s Quarterly Reports on Form 10-Q filed with respect to the first, second and third quarters of 2024 and Ecolab’s Annual Reports on Form 10-K filed with respect to the fiscal years ended December 31, 2024 and December 31, 2023.

The information in this Current Report on Form 8-K, including the exhibits attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

The following exhibits are furnished pursuant to Item 2.02 of Form 8-K and should not be deemed to be “filed” under the Securities Exchange Act of 1934.


Exhibit No.	Description	Method Of Filing

(99.1)	Supplemental Reportable Segment Information and Non-GAAP Reconciliation (unaudited).	Filed herewith electronically.

(99.2)	Supplemental Reportable Segment Information and Non-GAAP Reconciliation 2024 Revised Segment Data at 2025 Fixed Currency Exchange Rates (unaudited).	Filed herewith electronically.

(104)	Cover Page Interactive Data File.	Embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	ECOLAB INC.


Date: March 28, 2025	By:	/s/ Youhao Dong
		Youhao Dong
		Assistant Secretary

Exhibit 99.1

ECOLAB INC.

SUPPLEMENTAL REPORTABLE SEGMENT INFORMATION

AND NON-GAAP RECONCILIATION

(unaudited)


Year ended December 31 (millions)	2024				2023
			Fixed				Fixed
			Currency				Currency
	Values at		Rate	Values at	Values at		Rate	Values at
	2024 Rates	Other	Change	2025 Rates	2024 Rates	Other	Change	2025 Rates
Net Sales
Global Water	$7,857.2	($1.2)	($372.6)	$7,483.4	$7,640.5	($1.0)	($355.4)	$7,284.1
Global Institutional & Specialty	5,413.9	726.0	(160.5)	5,979.4	5,014.6	920.7	(155.9)	5,779.4
Global Life Sciences	1,434.1	(724.8)	(38.8)	670.5	1,607.5	(919.7)	(37.0)	650.8
Global Pest Elimination	1,167.8	-	(27.7)	1,140.1	1,070.2	-	(25.9)	1,044.3
Corporate	-	-	-	-	42.7	-	(0.3)	42.4
Subtotal at fixed currency rates	15,873.0	-	(599.6)	15,273.4	15,375.5	-	(574.5)	14,801.0
Effect of foreign currency translation	(131.6)	-	599.6	468.0	(55.3)	-	574.5	519.2
Total reported GAAP net sales	$15,741.4	$ -	$ -	$15,741.4	$15,320.2	$ -	$ -	$15,320.2

Cost of Sales
Global Water	$4,691.2	$2.0	($222.3)	$4,470.9	$4,769.7	$2.4	($223.5)	$4,548.6
Global Institutional & Specialty	2,727.5	490.6	(87.1)	3,131.0	2,727.3	664.6	(91.9)	3,300.0
Global Life Sciences	895.1	(492.7)	(19.8)	382.6	1,026.9	(667.1)	(18.3)	341.5
Global Pest Elimination	655.0	0.1	(15.3)	639.8	595.0	0.1	(14.1)	581.0
Corporate	5.4	-	(0.2)	5.2	63.3	-	(0.3)	63.0
Total at fixed currency rates	$8,974.2	$ -	($344.7)	$8,629.5	$9,182.2	$ -	($348.1)	$8,834.1

Selling, General and Administrative Expenses
Global Water	$1,865.4	$3.1	($63.2)	$1,805.3	$1,748.8	$3.2	($58.6)	$1,693.4
Global Institutional & Specialty	1,503.7	181.2	(38.7)	1,646.2	1,445.5	215.4	(38.0)	1,622.9
Global Life Sciences	391.8	(189.4)	(6.3)	196.1	419.8	(222.9)	(6.5)	190.4
Global Pest Elimination	292.4	5.1	(6.9)	290.6	264.8	4.3	(6.7)	262.4
Corporate	199.3	-	(3.7)	195.6	200.8	-	(3.7)	197.1
Total at fixed currency rates	$4,252.6	$ -	($118.8)	$4,133.8	$4,079.7	$ -	($113.5)	$3,966.2

Special (Gains) and Charges
Corporate	($188.9)	$ -	$0.2	($188.7)	$111.4	$ -	($0.1)	$111.3
Total at fixed currency rates	($188.9)	$ -	$0.2	($188.7)	$111.4	$ -	($0.1)	$111.3


Operating Income
Global Water	$1,300.6	($6.3)	($87.1)	$1,207.2	$1,122.0	($6.6)	($73.3)	$1,042.1
Global Institutional & Specialty	1,182.7	54.2	(34.7)	1,202.2	841.8	40.7	(26.0)	856.5
Global Life Sciences	147.2	(42.7)	(12.7)	91.8	160.8	(29.7)	(12.2)	118.9
Global Pest Elimination	220.4	(5.2)	(5.5)	209.7	210.4	(4.4)	(5.1)	200.9
Corporate	(15.8)	-	3.7	(12.1)	(332.8)	-	3.8	(329.0)
Subtotal at fixed currency rates	2,835.1	-	(136.3)	2,698.8	2,002.2	-	(112.8)	1,889.4
Effect of foreign currency translation	(32.7)	-	136.3	103.6	(9.9)	-	112.8	102.9
Total reported GAAP operating income	$2,802.4	$ -	$ -	$2,802.4	$1,992.3	$ -	$ -	$1,992.3

Notes:

We evaluate the 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. Fixed currency amounts are updated annually at the beginning of each year based on translation into U.S. dollars at foreign currency exchange rates established by management, with all periods presented using such rates. The "Fixed Currency Rate Change” columns in the table above reflect international operations at fixed currency exchange rates established by management at the beginning of 2025, rather than the 2024 established rates. The difference between the fixed currency exchange rates and the actual currency exchange rates is reported within the "Effect of foreign currency translation" rows in the table above for net sales and operating income.

The “Other” columns in the table above reflect changes between reportable segments including the movement of the healthcare operating segment into the Institutional operating segment and the immaterial movement of certain customers and cost allocations.

The above table includes financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S. (“GAAP”), including fixed currency sales, fixed currency cost of sales, fixed currency selling, general and administrative expenses, fixed currency special (gains) and charges, and fixed currency operating income. We provide these measures as additional information regarding our operating results. We use these non-GAAP measures internally to evaluate our performance and in making financial and operational decisions, including with respect to incentive compensation. We believe that our presentation of these measures provides investors with greater transparency with respect to our results of operations and that these measures are useful for period-to-period comparison of results. These non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and may be different from non-GAAP measures used by other companies. Investors should not rely on any single financial measure when evaluating our business. We recommend that investors view these measures in conjunction with the GAAP measures included in the table.

Exhibit 99.2

ECOLAB INC.

SUPPLEMENTAL REPORTABLE SEGMENT INFORMATION AND NON-GAAP RECONCILIATION

2024 REVISED SEGMENT DATA AT 2025 FIXED CURRENCY EXCHANGE RATES

(unaudited)


(millions)	2024
	First Quarter	Second Quarter	Third Quarter	Fourth Quarter	Twelve Months
	Ended	Ended	Ended	Ended	Ended
	March 31	June 30	September 30	December 31	December 31
Net Sales
Global Water	$1,755.0	$1,863.2	$1,897.6	$1,967.6	$7,483.4
Global Institutional & Specialty	1,446.9	1,548.1	1,525.7	1,458.7	5,979.4
Global Life Sciences	159.3	169.8	161.7	179.7	670.5
Global Pest Elimination	260.3	290.2	301.7	287.9	1,140.1
Corporate	-	-	-	-	-
Subtotal at fixed currency rates	3,621.5	3,871.3	3,886.7	3,893.9	15,273.4
Effect of foreign currency translation	130.4	114.5	111.8	111.3	468.0
Total reported GAAP net sales	$3,751.9	$3,985.8	$3,998.5	$4,005.2	$15,741.4

Cost of Sales
Global Water	$1,050.5	$1,109.8	$1,137.3	$1,173.3	$4,470.9
Global Institutional & Specialty	770.6	803.5	798.4	758.5	3,131.0
Global Life Sciences	84.6	98.5	92.5	107.0	382.6
Global Pest Elimination	147.5	160.3	168.0	164.0	639.8
Corporate	1.6	0.7	0.9	2.0	5.2
Total at fixed currency rates	$2,054.8	$2,172.8	$2,197.1	$2,204.8	$8,629.5

Selling, General and Administrative Expenses
Global Water	$460.9	$464.8	$435.5	$444.1	$1,805.3
Global Institutional & Specialty	418.9	415.1	399.7	412.5	1,646.2
Global Life Sciences	55.4	54.3	45.3	41.1	196.1
Global Pest Elimination	66.3	69.9	73.2	81.2	290.6
Corporate	48.9	49.0	49.3	48.4	195.6
Total at fixed currency rates	$1,050.4	$1,053.1	$1,003.0	$1,027.3	$4,133.8

Special (Gains) and Charges
Corporate	$28.3	$12.2	($332.6)	$103.4	($188.7)
Total at fixed currency rates	$28.3	$12.2	($332.6)	$103.4	($188.7)

Operating Income
Global Water	$243.6	$288.6	$324.8	$350.2	$1,207.2
Global Institutional & Specialty	257.4	329.5	327.6	287.7	1,202.2
Global Life Sciences	19.3	17.0	23.9	31.6	91.8
Global Pest Elimination	46.5	60.0	60.5	42.7	209.7
Corporate	(78.8)	(61.9)	282.4	(153.8)	(12.1)
Subtotal at fixed currency rates	488.0	633.2	1,019.2	558.4	2,698.8
Effect of foreign currency translation	29.9	23.7	25.6	24.4	103.6
Total reported GAAP operating income	$517.9	$656.9	$1,044.8	$582.8	$2,802.4

Notes:

ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures is effective for interim periods within fiscal years beginning after December 15, 2024, as such, interim segment data related to significant segment expenses have not yet been presented by the Company.

We evaluate the 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. Fixed currency amounts are updated annually at the beginning of each year based on translation into U.S. dollars at foreign currency exchange rates established by management, with all periods presented using such rates. The difference between the fixed currency exchange rates and the actual currency exchange rates is reported within the "Effect of foreign currency translation" rows in the table above for net sales and operating income.

The table also reflects the other changes between reportable segments noted in Exhibit 99.1 including the movement of the healthcare operating segment into the Institutional operating segment and the immaterial movement of certain customers and cost allocations.