0000031462false0000031462us-gaap:CommonStockMember2024-10-292024-10-290000031462ecl:EuroNotesDue2025Member2024-10-292024-10-2900000314622024-10-292024-10-29

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) October 29, 2024

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.

On October 29, 2024, Ecolab Inc. (“Ecolab”) announced earnings for the third quarter ended September 30, 2024. A copy of the (i) News Release issued by Ecolab in connection with this report under Item 2.02 is furnished and attached as Exhibit (99.1) and (ii) Supplemental Data to be used in connection with the conference call to be held discussing the third quarter results is furnished and attached as Exhibit (99.2), each of which is incorporated by reference herein. Ecolab also will publish the attached exhibits on its website located at www.ecolab.com.

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)

Ecolab Inc. News Release dated October 29, 2024.

Filed herewith electronically.

(99.2)

Supplemental Data for Third Quarter dated October 29, 2024.

Filed herewith electronically.

(104)

Cover Page Interactive Data File.

Embedded within the Inline XBRL document.

2

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: October 29, 2024

By:

/s/ David F. Duvick

David F. Duvick

Assistant Secretary

3

Exhibit 99.1

Graphic

News Release

Investor Contact:

Media Contact:

Andrew Hedberg (651) 250-2185

Nigel Glennie (651) 250-2576

Cairn Clark (651) 250-2291

ECOLAB DELIVERS CONTINUED STRONG GROWTH IN THE THIRD QUARTER

REPORTED DILUTED EPS $2.58; ADJUSTED DILUTED EPS $1.83, +19%

INCREASED 2024 ADJUSTED DILUTED EPS OUTLOOK: $6.60 - $6.70, +27% - 29%

THIRD QUARTER HIGHLIGHTS

Reported sales $4.0 billion, +1% versus last year including a 2% headwind from the sale of the global surgical solutions business and a 1% headwind from currency exchange.
Organic sales +4%, with very healthy growth across the business. Volume growth strengthened to +2%, driven by good new business wins and breakthrough innovation. Value pricing remained in our targeted 2-3% range, supported by ongoing customer value delivery.
Reported operating income margin 26.1%. Organic operating income margin 17.9%, +260 bps as solid sales growth and lower delivered product costs more than offset growth-oriented investments in the business.
Reported diluted EPS $2.58, +83%, including a gain related to the sale of the global surgical solutions business. Adjusted diluted EPS, excluding special gains and charges and discrete tax items were $1.83, +19%.
Year-to-date cash flow from operating activities $2.0 billion; free cash flow increased 35% to $1.4 billion. Ecolab repurchased approximately 1.9 million shares of its common stock during the third quarter of 2024.

OUTLOOK

2024: Increased full year 2024 adjusted diluted earnings per share outlook from prior $6.50 - $6.70 range to $6.60 - $6.70 range, +27% - 29%.
4Q 2024: Expect fourth quarter 2024 adjusted diluted earnings per share in the $1.75 - $1.85 range, +13% - 19%.

Third Quarter Ended September 30

Reported

Adjusted

(unaudited)

Public Currency Rates

%  

Public Currency Rates

%  

(millions, except per share)

2024

2023

Change

2024

2023

Change

Net sales

$3,998.5

$3,958.1

1

%

$3,998.5

$3,958.1

1

%

Operating income

1,044.8

566.0

85

%

713.1

608.6

17

%

Net income attributable to Ecolab

736.5

404.0

82

%

522.0

441.7

18

%

Diluted earnings per share attributable to Ecolab

$2.58

$1.41

83

%

$1.83

$1.54

19

%

Organic

%  

2024

2023

Change

Net sales

$4,018.7

$3,865.4

4

%

Operating income

720.5

592.4

22

%

1


ST. PAUL, Minn., October 29, 2024

CEO Comment

Christophe Beck, Ecolab’s chairman and chief executive officer, said, “We had another excellent quarter with broad-based performance throughout our business. Organic sales grew across all of our segments and our operating income margin continued to expand to drive 19% growth in adjusted diluted earnings per share. Strong new business wins and breakthrough innovation helped accelerate our volume growth back to 2%. Our unique ability to deliver significant total customer value has resulted in continued strong value pricing that remains in our targeted 2-3% range despite favorable carry-over pricing benefits now behind us. In a world that remains hard to predict, our innovative solutions are more essential now than ever to our customers as they drive productivity while also reducing water and energy consumption.

“Our primary focus remains on fueling our positive growth trajectory and continuing to execute on our 20% operating income margin target. Our One Ecolab initiative supports these objectives by leveraging our breakthrough innovation, digital technologies, and global service expertise to deliver best-in-class customer performance in their global operations to keep fueling our growth and margin expansion. With this, we expect a strong finish to the year and with continued good momentum, we look to drive 12-15% growth in adjusted diluted earnings per share in 2025 and beyond.”

Third Quarter 2024 Consolidated Results

Ecolab’s third quarter reported sales increased 1%, including a 2% unfavorable impact from the sale of the global surgical solutions business and a 1% unfavorable impact from foreign currency exchange. Organic sales increased 4% when compared to the prior year.

 

Third quarter 2024 reported operating income increased 85% including the impact of special gains and charges, which were a net gain primarily related to the sale of our global surgical solutions business. Organic operating income increased 22%, as solid sales growth and lower delivered product costs more than offset growth-oriented investments in the business.

Reported other income in the third quarter of 2024 decreased slightly. Reported net interest expense decreased $4 million reflecting the impact from higher interest income earned on cash balances.

2


The reported income tax rate for the third quarter of 2024 was 25.0% compared with the reported rate of 19.1% in the third quarter of 2023. Excluding special gains and charges and discrete tax items, the adjusted tax rate for the third quarter of 2024 was 19.7% compared with the adjusted tax rate of 18.5% in the third quarter of 2023.

Reported net income increased 82% versus the prior year. Excluding the impact of special gains and charges and discrete tax items, adjusted net income increased 18% versus the prior year.

Reported diluted earnings per share increased 83% versus the prior year. Adjusted diluted earnings per share increased 19% when compared against the third quarter of 2023.

Currency translation had a $0.04 unfavorable impact on earnings per share in the third quarter of 2024.

Ecolab repurchased approximately 1.9 million shares of its common stock during the third quarter of 2024.

Third Quarter 2024 Segment Review

Global Industrial

(unaudited)

Third Quarter Ended September 30

Organic

(millions)

    

2024

2023

% Change

    

% Change

Fixed currency

Sales

$1,993.0

$1,940.8

3

%

2

%

Operating income

349.1

299.1

17

%

16

%

Operating income margin

17.5

%

15.4

%

Organic operating income margin

17.5

%

15.5

%

Public currency

Sales

$1,966.7

$1,945.1

1

%

Operating income

342.7

300.7

14

%

The Industrial segment includes Water, Food & Beverage, and Paper

Organic sales increased 2% with solid growth in Water and improved growth in Food & Beverage and Paper. Water’s performance was led by good growth in downstream and light water. Improved Food & Beverage and Paper sales reflected good new business wins. Organic operating income increased 16% as lower delivered product costs and sales growth more than offset investments in the business.

3


Global Institutional & Specialty

(unaudited)

Third Quarter Ended September 30

Organic

(millions)

    

2024

2023

% Change

    

% Change

Fixed currency

Sales

$1,403.6

$1,314.1

7

%

7

%

Operating income

325.6

254.9

28

%

28

%

Operating income margin

23.2

%

19.4

%

Organic operating income margin

23.2

%

19.4

%

Public currency

Sales

$1,394.2

$1,313.0

6

%

Operating income

322.8

254.6

27

%

Organic sales growth remained very strong at 7%. Both the Institutional and Specialty businesses drove robust sales gains, continuing to significantly outperform end-market trends. Organic operating income increased 28% as strong sales growth and lower supply chain costs were partially offset by investments in the business.

Global Healthcare & Life Sciences

(unaudited)

Third Quarter Ended September 30

Organic

(millions)

    

2024

2023

% Change

    

% Change

Fixed currency

Sales

$334.1

$408.3

(18)

%

1

%

Operating income

35.8

44.7

(20)

%

24

%

Operating income margin

10.7

%

10.9

%

Organic operating income margin

10.7

%

8.7

%

Public currency

Sales

$330.4

$406.2

(19)

%

Operating income

34.8

43.8

(21)

%

Reported sales and operating income declined reflecting the sale of the global surgical solutions business, which closed on August 1st. The increase in organic sales reflected continued growth in Life Sciences and stable Healthcare sales. Modest growth in Life Sciences was driven by good new business wins, which more than offset soft near-term industry trends. Stable Healthcare sales reflected improved pricing that was offset by strategic low margin business exits as we continue to

4


execute Healthcare’s business transformation. Organic operating income increased 24% as value pricing more than offset higher supply chain costs.

Global Pest Elimination

(unaudited)

Third Quarter Ended September 30

Organic

(millions)

    

2024

2023

% Change

    

% Change

Fixed currency

Sales

$308.7

$283.1

9

%

8

%

Operating income

63.1

59.0

7

%

6

%

Operating income margin

20.4

%

20.8

%

Organic operating income margin

20.6

%

20.8

%

Public currency

Sales

$307.2

$283.1

9

%

Operating income

62.8

59.0

6

%

Organic sales increased 8%, led by double-digit growth in food & beverage and robust growth in food retail, restaurants, and hospitality. Organic operating income increased 6% as strong sales growth more than offset investments in the business.

Corporate

(unaudited)

Third Quarter Ended September 30

(millions)

    

2024

2023

Public currency

Sales

$ -

$10.7

Corporate operating expense

Nalco and Purolite amortization

50.0

49.9

Special (gains) and charges

(331.7)

42.6

Other

-

(0.4)

Total Corporate operating expense

($281.7)

$92.1

Third quarter of 2024 corporate segment includes:

amortization expense of $28 million related to the Nalco merger intangible assets and $22 million related to Purolite acquisition intangible assets
special gains and charges were a net gain of $332 million, reflecting the gain on sale of the global surgical solutions business

5


Special gains and charges for the third quarter of 2023 impacting operating expense were a net charge of $43 million primarily related to restructuring costs.

Business Outlook

2024

Ecolab expects full year 2024 adjusted diluted earnings per share to improve further to the $6.60 to $6.70 range, rising 27% to 29% compared with adjusted diluted earnings per share of $5.21 in 2023. As previously disclosed, this range includes an unfavorable $0.08 per share impact in the second half of 2024 from the sale of the global surgical solutions business. As expected, favorability from lower raw material costs has progressively eased through the third quarter of 2024. These costs are anticipated to be stable to slightly higher in the fourth quarter of 2024.

Assuming stable macroeconomic demand, Ecolab expects continued solid sales growth, driven by value pricing and new business gains. The company expects to leverage this growth with attractive organic operating income margin expansion, driven by robust increases in gross margin. Good underlying productivity improvement is expected to be offset in the short-term by growth-oriented investments in the business to fuel Ecolab’s long-term performance.

The company currently expects quantifiable special gains and charges in 2024 to be a net gain of approximately $0.59 per share, principally related to the gain on sale of the global surgical solutions business of $0.92 per share. Other than the special gains and charges noted above, other such amounts are not currently quantifiable.  

2024 – Fourth Quarter

Ecolab expects fourth quarter 2024 adjusted diluted earnings per share in the $1.75 to $1.85 range, rising 13% to 19% compared with adjusted diluted earnings per share of $1.55 a year ago.

The company currently expects quantifiable special charges in the fourth quarter of 2024 to be approximately $0.13 per share, principally related to restructuring charges. Other than the special gains and charges noted above, other such amounts are not currently quantifiable.  

6


About Ecolab

A trusted partner for millions of customers, Ecolab (NYSE:ECL) is a global sustainability leader offering water, hygiene and infection prevention solutions and services that protect people and the resources vital to life. Building on a century of innovation, Ecolab has annual sales of $15 billion, employs more than 46,000 associates and operates in more than 170 countries around the world. The company delivers comprehensive science-based solutions, data-driven insights and world-class service to advance food safety, maintain clean and safe environments, and optimize water and energy use. Ecolab’s innovative solutions improve operational efficiencies and sustainability for customers in the food, healthcare, life sciences, hospitality and industrial markets. www.ecolab.com

Ecolab will host a live webcast to review the third quarter earnings announcement today at 1:00 p.m. Eastern Time. The webcast, along with related materials, will be available to the public on Ecolab's website at www.ecolab.com/investor. A replay of the webcast and related materials will be available at that site.

Cautionary Statements Regarding Forward-Looking Information  

This news release contains certain statements relating to future events and our intentions, beliefs, expectations and predictions for the future which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “we believe,” “we expect,” “estimate,” “project,” “may,” “will,” “intend,” “plan,” “believe,” “target,” “forecast” (including the negative or variations thereof) or similar terminology used in connection with any discussion of future plans, actions or events generally identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding macroeconomic conditions and our financial and business performance and prospects, including sales, earnings, special charges, raw material costs, margins, pricing, productivity, investments and new business. These statements are based on the current expectations of management of the company. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this news release. In particular, the ultimate results of any restructuring initiative depend on a number of factors, including the development of final plans, the impact of local regulatory requirements regarding employee terminations, the time necessary to develop and implement the restructuring initiatives and the level of success achieved through such actions in improving competitiveness, efficiency and effectiveness. 

7


 

Additional risks and uncertainties that may affect operating results and business performance are set forth under Item 1A of our most recent Form 10-K, and our other public filings with the Securities and Exchange Commission (the "SEC"), and include the impact of economic factors such as the worldwide economy, interest rates, foreign currency risk, reduced sales and earnings in our international operations resulting from the weakening of local currencies versus the U.S. dollar, demand uncertainty, supply chain challenges and inflation; the vitality of the markets we serve; exposure to global economic, political and legal risks related to our international operations, including geopolitical instability and the escalation of armed conflicts; our ability to successfully execute organizational change and management transitions; information technology infrastructure failures or breaches in data security; difficulty in procuring raw materials or fluctuations in raw material costs; the occurrence of severe public health outbreaks not limited to COVID-19; our ability to acquire complementary businesses and to effectively integrate such businesses; our ability to execute key business initiatives; our ability to successfully compete with respect to value, innovation and customer support; our increasing reliance on artificial intelligence technologies in our products, services and operations; pressure on operations from consolidation of customers or vendors; restraints on pricing flexibility due to contractual obligations and our ability to meet our contractual commitments; the costs and effects of complying with laws and regulations, including those relating to the environment, climate change standards, and to the manufacture, storage, distribution, sale and use of our products, as well as to the conduct of our business generally, including labor and employment and anti-corruption; potential chemical spill or release; our commitments, goals, targets, objectives and initiatives related to sustainability; potential to incur significant tax liabilities or indemnification liabilities relating to the separation and split-off of our ChampionX business; the occurrence of litigation or claims, including class action lawsuits; the loss or insolvency of a major customer or distributor; repeated or prolonged government and/or business shutdowns or similar events; acts of war or terrorism; natural or man-made disasters; water shortages; severe weather conditions; changes in tax laws and unanticipated tax liabilities; potential loss of deferred tax assets; our indebtedness, and any failure to comply with covenants that apply to our indebtedness; potential losses arising from the impairment of goodwill or other assets; and other uncertainties or risks reported from time to time in our reports to the SEC. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this news release may not occur. We caution that undue reliance should not be placed on forward-looking statements, which speak only as of the date made. Ecolab does not undertake, and expressly disclaims, any duty to update any forward-

8


looking statement whether as a result of new information, future events or changes in expectations, except as required by law. 

 

Non-GAAP Financial Information  

This news release and certain of the accompanying tables include financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S. (“GAAP”).  

These non-GAAP financial measures include: 

fixed currency sales 
organic sales  
adjusted cost of sales 
adjusted gross profit 
adjusted gross margin 
fixed currency operating income 
adjusted operating income  
adjusted fixed currency operating income  
adjusted fixed currency operating income margin  
organic operating income 
organic operating income margin 
adjusted tax rate 
adjusted net income attributable to Ecolab 
adjusted diluted earnings per share 
free cash flow 

 

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. 

  

Our non-GAAP financial measures for adjusted cost of sales, adjusted gross margin, adjusted gross profit and adjusted operating income exclude the impact of special (gains) and charges and our non-GAAP financial measures for adjusted tax rate, adjusted net income attributable to Ecolab and adjusted diluted earnings per share further exclude the impact of discrete tax items. We include items

9


within special (gains) and charges and discrete tax items that we believe can significantly affect the period-over-period assessment of operating results and not necessarily reflect costs and/or income associated with historical trends and future results. 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. 

 

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. Fixed currency amounts included in this release are based on translation into U.S. dollars at the fixed foreign currency exchange rates established by management at the beginning of 2024. 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 the Company’s reportable segments. 

 

Our non-GAAP financial measures for organic sales, organic operating income and organic operating income margin are at fixed currency and exclude the impact of special (gains) and charges, the results of our acquired businesses from the first twelve months post acquisition and the results of divested businesses from the twelve months prior to divestiture. 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 and September 2023 from these organic measures for the three-month and nine-month periods ended September 30, 2023 to remain comparable to the corresponding periods in 2024. In addition, as part of the separation, we also 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. These transactions are removed from the consolidated results as part of the calculation of the impact of acquisitions and divestitures. 

 

We define free cash flow as net cash provided by operating activities less cash outlays for capital expenditures. It should not be inferred that the entire free cash flow amount is available for

10


discretionary expenditures. It should not be considered a substitute for income or cash flow data prepared in accordance with U.S. GAAP and may not be comparable to similarly titled measures used by other companies. We believe free cash flow is meaningful to investors as it functions as a useful measure of performance and we use this measure as an indication of the strength of the Company and its ability to generate cash. 

 

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 this news release. Reconciliations of our non-GAAP measures are included in the following "Supplemental Non-GAAP Reconciliations" and “Supplemental Diluted Earnings per Share Information” tables included in this news release. 

 

We do not provide reconciliations for non-GAAP estimates on a forward-looking basis (including those contained in this news release) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of various items that have not yet occurred, are out of our control and/or cannot be reasonably predicted, and that would impact reported earnings per share and the reported tax rate, the most directly comparable forward-looking GAAP financial measures to adjusted earnings per share and the adjusted tax rate. For the same reasons, we are unable to address the probable significance of the unavailable information. 

###

(ECL-E)

11


ECOLAB INC.

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

Third Quarter Ended

Nine Months Ended

 

September 30

%  

September 30

%  

(millions, except per share)

2024

   

2023

Change

   

2024

   

2023

   

Change

Product and equipment sales

$3,156.0

$3,170.9

$9,315.6

$9,152.0

Service and lease sales

842.5

787.2

2,420.6

2,229.8

Net sales

3,998.5

3,958.1

1

%

11,736.2

11,381.8

3

%

Product and equipment cost of sales

1,771.2

1,868.1

5,221.0

5,561.7

Service and lease cost of sales

490.3

462.4

1,409.6

1,308.8

Cost of sales (1)

2,261.5

2,330.5

(3)

%

6,630.6

6,870.5

(3)

%

Selling, general and administrative expenses

1,024.8

1,024.9

0

%

3,178.2

3,026.8

5

%

Special (gains) and charges (1)

(332.6)

36.7

(292.2)

82.2

Operating income

1,044.8

566.0

85

%

2,219.6

1,402.3

58

%

Other (income) expense

(12.9)

(14.5)

(11)

%

(38.1)

(42.0)

(9)

%

Interest expense, net

70.4

74.3

(5)

%

220.8

226.3

(2)

%

Income before income taxes

987.3

506.2

95

%

2,036.9

1,218.0

67

%

Provision for income taxes

246.5

96.8

155

%

384.5

235.8

63

%

Net income including noncontrolling interest

740.8

409.4

81

%

1,652.4

982.2

68

%

Net income attributable to noncontrolling interest

4.3

5.4

12.9

15.1

Net income attributable to Ecolab

$736.5

$404.0

82

%

$1,639.5

$967.1

70

%

Earnings attributable to Ecolab per common share

Basic

$2.60

$1.42

83

%

$5.76

$3.39

70

%

Diluted

$2.58

$1.41

83

%

$5.72

$3.38

69

%

Weighted-average common shares outstanding

Basic

283.6

285.1

(1)

%

284.6

284.9

0

%

Diluted

286.0

286.9

0

%

286.8

286.4

0

%

(1) Cost of sales and Special (gains) and charges in the Consolidated Statement of Income above include the following:

Third Quarter Ended

Nine Months Ended

 

September 30

September 30

(millions)

2024

2023

2024

2023

Cost of sales

Other restructuring

$0.9

$5.9

$3.2

$17.2

Subtotal (a)

0.9

5.9

3.2

17.2

Special (gains) and charges

One Ecolab

24.4

-

38.9

-

Other restructuring

0.4

20.0

20.1

46.3

Sale of global surgical solutions business

(364.0)

4.8

(350.7)

4.8

Acquisition and integration activities

3.5

3.0

8.3

11.5

Other

3.1

8.9

(8.8)

19.6

Subtotal

(332.6)

36.7

(292.2)

82.2

Total special (gains) and charges

($331.7)

$42.6

($289.0)

$99.4

(a) Special charges of $0.9 million and $4.2 million in the third quarter of 2024 and 2023, respectively, and $3.2 million and $11.0 million for the first nine months of 2024 and 2023, respectively, were recorded in product and equipment cost of sales. Special charges of $1.7 million and $6.2 million for the third quarter and first nine months of 2023, respectively, were recorded in service and lease cost of sales.

12


ECOLAB INC.

REPORTABLE SEGMENT INFORMATION

(unaudited)

Third Quarter Ended September 30

Fixed Currency Rates

Public Currency Rates

%

%

(millions)

2024

    

2023

    

Change

    

2024

    

2023

    

Change

Net Sales

Global Industrial

$1,993.0

$1,940.8

3

%

$1,966.7

$1,945.1

1

%

Global Institutional & Specialty

1,403.6

1,314.1

7

%

1,394.2

1,313.0

6

%

Global Healthcare & Life Sciences

334.1

408.3

(18)

%

330.4

406.2

(19)

%

Global Pest Elimination

308.7

283.1

9

%

307.2

283.1

9

%

Corporate

-

10.7

(100)

%

-

10.7

(100)

%

Subtotal at fixed currency rates

4,039.4

3,957.0

2

%

3,998.5

3,958.1

1

%

Currency impact

(40.9)

1.1

*

-

*

Consolidated reported GAAP net sales

$3,998.5

$3,958.1

1

%

$3,998.5

$3,958.1

1

%

Operating Income (loss)

Global Industrial

$349.1

$299.1

17

%

$342.7

$300.7

14

%

Global Institutional & Specialty

325.6

254.9

28

%

322.8

254.6

27

%

Global Healthcare & Life Sciences

35.8

44.7

(20)

%

34.8

43.8

(21)

%

Global Pest Elimination

63.1

59.0

7

%

62.8

59.0

6

%

Corporate

281.5

(91.6)

*

281.7

(92.1)

*

Subtotal at fixed currency rates

1,055.1

566.1

86

%

1,044.8

566.0

85

%

Currency impact

(10.3)

(0.1)

*

-

-

*

Consolidated reported GAAP operating income

$1,044.8

$566.0

85

%

$1,044.8

$566.0

85

%

Nine Months Ended September 30

Fixed Currency Rates

Public Currency Rates

%

%

(millions)

2024

    

2023

    

Change

    

2024

    

2023

    

Change

Net Sales

Global Industrial

$5,790.7

$5,655.4

2

%

$5,742.4

$5,663.7

1

%

Global Institutional & Specialty

4,046.6

3,719.0

9

%

4,024.8

3,714.0

8

%

Global Healthcare & Life Sciences

1,112.0

1,189.7

(7)

%

1,100.0

1,176.7

(7)

%

Global Pest Elimination

872.6

797.4

9

%

869.0

795.5

9

%

Corporate

-

32.0

(100)

%

-

31.9

(100)

%

Subtotal at fixed currency rates

11,821.9

11,393.5

4

%

11,736.2

11,381.8

3

%

Currency impact

(85.7)

(11.7)

*

-

*

Consolidated reported GAAP net sales

$11,736.2

$11,381.8

3

%

$11,736.2

$11,381.8

3

%

Operating Income (loss)

Global Industrial

$926.0

$783.8

18

%

$914.8

$788.6

16

%

Global Institutional & Specialty

894.3

598.4

49

%

888.1

597.4

49

%

Global Healthcare & Life Sciences

106.5

113.3

(6)

%

103.6

109.5

(5)

%

Global Pest Elimination

174.1

155.9

12

%

173.4

155.7

11

%

Corporate

138.9

(248.3)

*

139.7

(248.9)

*

Subtotal at fixed currency rates

2,239.8

1,403.1

60

%

2,219.6

1,402.3

58

%

Currency impact

(20.2)

(0.8)

*

-

*

Consolidated reported GAAP operating income

$2,219.6

$1,402.3

58

%

$2,219.6

$1,402.3

58

%

* Not meaningful.

As shown in the “Fixed Currency Rates” tables above, we evaluate the performance of our international operations based on fixed currency exchange rates, which eliminate the impact of exchange rate fluctuations on our international operations. Amounts shown in the “Public Currency Rates” tables above reflect amounts translated at actual public average rates of exchange prevailing during the corresponding period and are provided for informational purposes. The difference between the fixed currency exchange rates and the public currency exchange rates is reported as “Currency impact” in the “Fixed Currency Rates” tables above.

The Corporate segment includes amortization from the Nalco and Purolite transactions intangible assets. The Corporate segment also includes special (gains) and charges reported on the Consolidated Statement of Income.

13


ECOLAB INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)

September 30

December 31

September 30

(millions)

2024

2023

2023

Assets

Current assets

Cash and cash equivalents

$1,261.1

$919.5

$1,001.3

Accounts receivable, net

2,883.0

2,834.2

2,823.5

Inventories

1,572.4

1,497.2

1,536.0

Other current assets

401.8

393.2

428.6

Total current assets

6,118.3

5,644.1

5,789.4

Property, plant and equipment, net

3,545.5

3,474.6

3,332.8

Goodwill

7,898.7

8,148.2

8,098.4

Other intangible assets, net

3,282.1

3,493.5

3,528.6

Operating lease assets

688.2

553.5

536.0

Other assets

568.8

532.7

572.9

Total assets

$22,101.6

$21,846.6

$21,858.1

Liabilities and Equity

Current liabilities

Short-term debt

$643.0

$630.4

$1,129.1

Accounts payable

1,812.3

1,566.3

1,498.8

Compensation and benefits

604.9

655.5

553.3

Income taxes

235.1

158.7

134.3

Other current liabilities

1,413.8

1,334.9

1,285.0

Total current liabilities

4,709.1

4,345.8

4,600.5

Long-term debt

6,974.5

7,551.4

7,487.1

Pension and postretirement benefits

625.0

651.7

627.1

Deferred income taxes

264.6

418.2

450.9

Operating lease liabilities

551.4

425.5

415.0

Other liabilities

401.5

381.8

455.0

Total liabilities

13,526.1

13,774.4

14,035.6

Equity

Common stock

367.6

365.7

365.4

Additional paid-in capital

7,108.2

6,766.7

6,710.1

Retained earnings

11,228.4

10,075.4

9,832.8

Accumulated other comprehensive loss

(1,853.8)

(1,850.4)

(1,801.4)

Treasury stock

(8,302.6)

(7,312.7)

(7,311.1)

Total Ecolab shareholders’ equity

8,547.8

8,044.7

7,795.8

Noncontrolling interest

27.7

27.5

26.7

Total equity

8,575.5

8,072.2

7,822.5

Total liabilities and equity

$22,101.6

$21,846.6

$21,858.1

14


ECOLAB INC.

SUPPLEMENTAL NON-GAAP RECONCILIATIONS

(unaudited)

    

Third Quarter Ended

    

Nine Months Ended

 

September 30

September 30

(millions, except percent and per share)

2024

   

2023

2024

   

2023

Net sales

Reported GAAP net sales

$3,998.5

$3,958.1

$11,736.2

$11,381.8

Effect of foreign currency translation

40.9

(1.1)

85.7

11.7

Non-GAAP fixed currency sales

4,039.4

3,957.0

11,821.9

11,393.5

Effect of acquisitions and divestitures

(20.7)

(91.6)

(101.9)

(132.3)

Non-GAAP organic sales

$4,018.7

$3,865.4

$11,720.0

$11,261.2

Cost of sales

Reported GAAP cost of sales

$2,261.5

$2,330.5

$6,630.6

$6,870.5

Special (gains) and charges

0.9

5.9

3.2

17.2

Non-GAAP adjusted cost of sales

$2,260.6

$2,324.6

$6,627.4

$6,853.3

Gross profit

Reported GAAP gross profit

$1,737.0

$1,627.6

$5,105.6

$4,511.3

Special (gains) and charges

0.9

5.9

3.2

17.2

Non-GAAP adjusted gross profit

$1,737.9

$1,633.5

$5,108.8

$4,528.5

Gross margin

Reported GAAP gross margin

43.4

%

41.1

%

43.5

%

39.6

%

Non-GAAP adjusted gross margin

43.5

%

41.3

%

43.5

%

39.8

%

Operating income

Reported GAAP operating income

$1,044.8

$566.0

$2,219.6

$1,402.3

Special (gains) and charges at public currency rates

(331.7)

42.6

(289.0)

99.4

Non-GAAP adjusted operating income

713.1

608.6

1,930.6

1,501.7

Effect of foreign currency translation

10.3

(0.6)

20.3

0.1

Non-GAAP adjusted fixed currency operating income

723.4

608.0

1,950.9

1,501.8

Effect of acquisitions and divestitures

(2.9)

(15.6)

(5.3)

(17.0)

Non-GAAP organic operating income

$720.5

$592.4

$1,945.6

$1,484.8

Operating income margin

Reported GAAP operating income margin

26.1

%

14.3

%

18.9

%

12.3

%

Non-GAAP adjusted fixed currency operating income margin

17.9

%

15.4

%

16.5

%

13.2

%

Non-GAAP organic operating income margin

17.9

%

15.3

%

16.6

%

13.2

%

15


ECOLAB INC.

SUPPLEMENTAL NON-GAAP RECONCILIATIONS

(unaudited)

    

Third Quarter Ended

    

Nine Months Ended

September 30

September 30

(millions, except percent and per share)

2024

   

2023

2024

   

2023

Net Income attributable to Ecolab

Reported GAAP net income attributable to Ecolab

$736.5

$404.0

$1,639.5

$967.1

Special (gains) and charges, after tax

(230.3)

34.2

(206.3)

78.6

Discrete tax net expense (benefit)

15.8

3.5

(42.7)

2.3

Non-GAAP adjusted net income attributable to Ecolab

$522.0

$441.7

$1,390.5

$1,048.0

Diluted EPS attributable to Ecolab

Reported GAAP diluted EPS

$2.58

$1.41

$5.72

$3.38

Special (gains) and charges, after tax

(0.81)

0.12

(0.72)

0.27

Discrete tax net expense (benefit)

0.06

0.01

(0.15)

0.01

Non-GAAP adjusted diluted EPS

$1.83

$1.54

$4.85

$3.66

Provision for Income Taxes

Reported GAAP tax rate

25.0

%

19.1

%

18.9

%

19.4

%

Special gains and charges

(2.9)

0.1

(1.6)

0.1

Discrete tax items

(2.4)

(0.7)

2.4

(0.2)

Non-GAAP adjusted tax rate

19.7

%

18.5

%

19.7

%

19.3

%

16


ECOLAB INC.

SUPPLEMENTAL NON-GAAP RECONCILIATIONS

(unaudited)

Third Quarter Ended September 30

2024

2023

(millions)

Fixed Currency

Impact of Acquisitions and Divestitures

Organic

Fixed Currency

Impact of Acquisitions and Divestitures

Organic

Net Sales

Global Industrial

$1,993.0

($17.1)

$1,975.9

$1,940.8

($4.3)

$1,936.5

Global Institutional & Specialty

1,403.6

-

1,403.6

1,314.1

-

1,314.1

Global Healthcare & Life Sciences

334.1

-

334.1

408.3

(76.6)

331.7

Global Pest Elimination

308.7

(3.6)

305.1

283.1

-

283.1

Corporate

-

-

-

10.7

(10.7)

-

Subtotal at fixed currency rates

4,039.4

(20.7)

4,018.7

3,957.0

(91.6)

3,865.4

Currency impact

(40.9)

1.1

Consolidated reported GAAP net sales

$3,998.5

$3,958.1

Operating Income (loss)

Global Industrial

$349.1

($2.5)

$346.6

$299.1

$0.6

$299.7

Global Institutional & Specialty

325.6

-

325.6

254.9

-

254.9

Global Healthcare & Life Sciences

35.8

-

35.8

44.7

(15.9)

28.8

Global Pest Elimination

63.1

(0.4)

62.7

59.0

-

59.0

Corporate

(50.2)

-

(50.2)

(49.7)

(0.3)

(50.0)

Subtotal at fixed currency rates

723.4

(2.9)

720.5

608.0

(15.6)

592.4

Special (gains) and charges at fixed currency rates

(331.7)

41.9

Reported OI at fixed currency rates

1,055.1

566.1

Currency impact

(10.3)

(0.1)

Consolidated reported GAAP operating income

$1,044.8

$566.0

Nine Months Ended September 30

2024

2023

(millions)

Fixed Currency

Impact of Acquisitions and Divestitures

Organic

Fixed Currency

Impact of Acquisitions and Divestitures

Organic

Net Sales

Global Industrial

$5,790.7

($64.3)

$5,726.4

$5,655.4

($23.7)

$5,631.7

Global Institutional & Specialty

4,046.6

(31.9)

4,014.7

3,719.0

-

3,719.0

Global Healthcare & Life Sciences

1,112.0

-

1,112.0

1,189.7

(76.6)

1,113.1

Global Pest Elimination

872.6

(5.7)

866.9

797.4

-

797.4

Corporate

-

-

-

32.0

(32.0)

-

Subtotal at fixed currency rates

11,821.9

(101.9)

11,720.0

11,393.5

(132.3)

11,261.2

Currency impact

(85.7)

(11.7)

Consolidated reported GAAP net sales

$11,736.2

$11,381.8

Operating Income (loss)

Global Industrial

$926.0

($3.6)

$922.4

$783.8

($0.1)

$783.7

Global Institutional & Specialty

894.3

(1.9)

892.4

598.4

-

598.4

Global Healthcare & Life Sciences

106.5

-

106.5

113.3

(15.9)

97.4

Global Pest Elimination

174.1

0.2

174.3

155.9

-

155.9

Corporate

(150.0)

-

(150.0)

(149.6)

(1.0)

(150.6)

Subtotal at fixed currency rates

1,950.9

(5.3)

1,945.6

1,501.8

(17.0)

1,484.8

Special (gains) and charges at fixed currency rates

(288.9)

98.7

Reported OI at fixed currency rates

2,239.8

1,403.1

Currency impact

(20.2)

(0.8)

Consolidated reported GAAP operating income

$2,219.6

$1,402.3

17


ECOLAB INC.

SUPPLEMENTAL NON-GAAP RECONCILIATIONS

(unaudited)

Selected Cash Flow items

Third Quarter Ended

Nine Months Ended

September 30

September 30

(millions)

2024

2023

2024

2023

Cash provided by operating activities

$786.7

$787.7

$2,047.2

$1,559.3

Less: Capital expenditures

(236.4)

(166.5)

(634.8)

(512.2)

Free cash flow

$550.3

$621.2

$1,412.4

$1,047.1

18


ECOLAB INC.

SUPPLEMENTAL DILUTED EARNINGS PER SHARE INFORMATION

(unaudited)

The table below provides a reconciliation of diluted earnings per share, as reported, to the non-GAAP measure of adjusted diluted earnings per share.

    

First

    

Second

    

Six

    

Third

    

Nine

    

Fourth

    

    

Quarter

Quarter

Months

Quarter

Months

Quarter

Year

Ended

Ended

Ended

Ended

Ended

Ended

Ended

Mar. 31

June 30

June 30

Sept. 30

Sept. 30

Dec. 31

Dec. 31

2023

2023

2023

2023

2023

2023

2023

Diluted earnings per share, as reported (U.S. GAAP)

$0.82

$1.15

$1.97

$1.41

$3.38

$1.41

$4.79

Adjustments:

Special (gains) and charges (1)

0.07

0.08

0.15

0.12

0.27

0.11

0.38

Discrete tax expense (benefits) (2)

(0.01)

0.01

0.00

0.01

0.01

0.03

0.04

Adjusted diluted earnings per share (Non-GAAP)

$0.88

$1.24

$2.12

$1.54

$3.66

$1.55

$5.21

    

First

    

Second

    

Six

    

Third

    

Nine

    

Fourth

    

    

 

Quarter

Quarter

Months

Quarter

Months

Quarter

Year

 

Ended

Ended

Ended

Ended

Ended

Ended

Ended

 

Mar. 31

June 30

June 30

Sept. 30

Sept. 30

Dec. 31

Dec. 31

 

2024

2024

2024

2024

2024

2024

2024

 

Diluted earnings per share, as reported (U.S. GAAP)

$1.43

$1.71

$3.14

$2.58

$5.72

Adjustments:

Special (gains) and charges (3)

0.08

0.00

0.08

(0.81)

(0.72)

Discrete tax expense (benefits) (4)

(0.17)

(0.03)

(0.20)

0.06

(0.15)

Adjusted diluted earnings per share (Non-GAAP)

$1.34

$1.68

$3.02

$1.83

$4.85

$0.00

$0.00

Per share amounts do not necessarily sum due to changes in shares outstanding and rounding.

(1) Special (gains) and charges for 2023 includes $21.1 million, $23.3 million, $34.2 million and $30.6 million, net of tax, in the first, second, third and fourth quarters, respectively. These charges were primarily related to restructuring charges, acquisition and integration charges and litigation and other charges.

(2) Discrete tax expenses (benefits) for 2023 includes ($4.0) million, $2.8 million, $3.5 million and $8.9 million in the first, second, third and fourth quarters, respectively. These expenses (benefits) are primarily associated with stock compensation excess tax benefits and other discrete tax benefits.

(3) Special (gains) and charges for 2024 includes $23.1 million, $0.9 million and ($230.3) million, net of tax, in the first, second and third quarters, respectively. These charges were primarily related to restructuring and the gain on the sale of our global surgical solutions business.

(4) Discrete tax expenses (benefits) for 2024 includes ($48.2) million, ($10.3) million and $15.8 million in the first, second and third quarters, respectively. These expenses (benefits) are primarily associated with transferring certain intangibles between affiliates, stock compensation excess tax benefits, and other discrete tax expenses (benefits).

19


Exhibit 99.2

GRAPHIC

1 ECOLAB Third Quarter 2024 Supplemental

GRAPHIC

Cautionary statement Forward-Looking Information This communication contains forward looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding macroeconomic conditions and our financial and business performance and prospects, including sales, earnings, special charges, raw material costs, margins, pricing, productivity, investments and new business. These statements are based on the current expectations of management. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. In particular, the ultimate results of any restructuring initiative depend on a number of factors, including the development of final plans, the impact of local regulatory requirements regarding employee terminations, the time necessary to develop and implement the restructuring initiatives and the level of success achieved through such actions in improving competitiveness, efficiency and effectiveness. Additional risks and uncertainties are set forth under Item 1A of our most recent Form 10-K, and our other public filings with the Securities and Exchange Commission (“SEC”), and include the impact of economic factors such as the worldwide economy, interest rates, foreign currency risk, reduced sales and earnings in our international operations resulting from the weakening of local currencies versus the U.S. dollar, demand uncertainty, supply chain challenges and inflation; the vitality of the markets we serve; exposure to global economic, political and legal risks related to our international operations, including geopolitical instability and the escalation of armed conflicts; our ability to successfully execute organizational change and management transitions; information technology infrastructure failures or breaches in data security; difficulty in procuring raw materials or fluctuations in raw material costs; the occurrence of severe public health outbreaks not limited to COVID-19; our ability to acquire complementary businesses and to effectively integrate such businesses; our ability to execute key business initiatives; our ability to successfully compete with respect to value, innovation and customer support; our increasing reliance on artificial intelligence technologies in our products, services and operations; and other uncertainties or risks reported from time to time in our reports to the SEC. In light of these risks, uncertainties and factors, the forward-looking events discussed in this communication may not occur. We caution that undue reliance should not be placed on forward-looking statements, which speak only as of the date made. Ecolab does not undertake, and expressly disclaims, any duty to update any forward-looking statement, except as required by law. Non-GAAP Financial Information This communication includes Company information that does not conform to generally accepted accounting principles (GAAP). Management believes that a presentation of this information is meaningful to investors because it provides insight with respect to ongoing operating results of the Company and allows investors to better evaluate the financial results of the Company. These measures should not be viewed as an alternative to GAAP measures of performance. Furthermore, these measures may not be consistent with similar measures provided by other companies. Reconciliations of our non-GAAP measures included within this presentation are included in the “Non-GAAP Financial Measures” section of this presentation.

GRAPHIC

Continued strong performance, increased full-year outlook 3 Solid organic sales growth with improved volume growth and continued strong value pricing Strong double-digit OI growth with continued robust margin expansion Reported diluted EPS $2.58; Adjusted diluted EPS $1.83, +19% Expect a strong finish to 2024 with good momentum heading into 2025 ▪ Reported sales +1%, including a 2% unfavorable impact from the sale of global surgical solutions and a 1% headwind from unfavorable foreign currency exchange ▪ Organic sales +4%. Volume growth improved to 2% and value pricing remained strong at 2%, both within our short-term targeted range ▪ Reported OI +85%, Organic OI +22% ▪ Reported OI margin 26.1%. Organic OI margin 17.9%, +260 bps as solid sales growth and lower delivered product costs more than offset growth-oriented investments in the business ▪ Strong performance driven by improved volume growth, continued value pricing, and modestly lower delivered product costs ▪ 2024 outlook: Increased adjusted diluted earnings per share outlook from prior $6.50 - $6.70 range to $6.60 - $6.70 range, +27% - 29% ▪ 4Q outlook: Expect adjusted diluted EPS in the $1.75 - $1.85 range, +13% to +19% versus last year ▪ Unchanged 12-15% earnings growth trajectory for 2025 and beyond

GRAPHIC

3Q overview ▪ Solid growth with reported sales +1% and organic sales +4% o Volume +2%, improved growth driven by good new business and breakthrough innovation o Pricing +2%, supported by ongoing customer value delivery ▪ Organic growth led by Institutional & Specialty and Pest Elimination o Institutional & Specialty remained very strong at +7%, building on last year’s double-digit growth o Industrial remained steady at +2%, led by Water o Healthcare & Life Sciences +1%, driven by continued growth in Life Sciences o Pest Elimination +8% ▪ Reported diluted EPS $2.58 ▪ Adjusted diluted EPS $1.83, +19% o Strong growth reflected improved volume growth, continued value pricing, and modestly lower delivered product costs Sales EPS 4

GRAPHIC

Expect strong finish to 2024 4Q 2024 ▪ Ecolab expects fourth quarter 2024 adjusted diluted earnings per share in the $1.75 to $1.85 range, rising 13% to 19% compared with adjusted diluted earnings per share of $1.55 a year ago. ▪ Ecolab expects full year 2024 adjusted diluted earnings per share to improve further to the $6.60 to $6.70 range, rising 27% to 29% compared with adjusted diluted earnings per share of $5.21 in 2023. As previously disclosed, this range includes an unfavorable $0.08 per share impact in the second half of 2024 from the sale of the global surgical solutions business. As expected, favorability from lower raw material costs has progressively eased through the third quarter of 2024. These costs are anticipated to be stable to slightly higher in the fourth quarter of 2024. ▪ Assuming stable macroeconomic demand, Ecolab expects continued solid sales growth, driven by value pricing and new business gains. The company expects to leverage this growth with attractive organic operating income margin expansion, driven by robust increases in gross margin. Good underlying productivity improvement is expected to be offset in the short-term by growth-oriented investments in the business to fuel Ecolab’s long-term performance. 5

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3Q 2024 sales growth detail 6 Fixed Rate Organic % Change % Change Global Industrial Consolidated Water 4% 3% Volume 2% Food & Beverage 1% 1% Pricing 2% Paper 2% 2% Organic 4% Total Global Industrial 3% 2% Acq./Div. -2% Fixed currency growth 2% Global Institutional & Specialty Currency impact -1% Institutional 6% 6% Total 1% Specialty 7% 7% Total Global Institutional & Specialty 7% 7% Global Healthcare & Life Sciences Healthcare -32% 0% Life Sciences 1% 1% Total Global Healthcare & Life Sciences -18% 1% Total Global Pest Elimination 9% 8% Total 2% 4% % Change Amounts in the tables above may reflect rounding. Organic excludes sales to ChampionX post-separation.

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7 Sales +3% Water Sales +1% Food & Beverage All sales figures are organic unless otherwise noted Global Industrial Segment Q4: Expect good sales growth driven by continued attractive gains in light water. ▪ Continued growth in water reflected good gains in downstream and in light water sales, and improved growth in heavy water sales. o Light water: Good growth continues to be driven by attractive gains in high-tech where Ecolab provides innovative water and cooling technologies to the rapidly expanding microelectronics and data center market. Transportation also delivered good growth while food & beverage and institutional grew modestly. o Heavy water: Improved growth was led by good gains in primary metals and chemicals. o Downstream: Good sales growth reflected continued momentum in refining and water. We continue to focus on innovative water treatment programs that help our customers improve their operational performance while also achieving their sustainability goals. o Mining: sales eased modestly reflecting the timing of new business wins and our strategic shift toward water management and productivity enhancing programs for the high-value metals and fertilizers markets. ▪ The impact of increasing water demand, its growing quality and availability issues, and the resulting rising costs continue to be a critical issue for our customers, and one that Ecolab is uniquely positioned to help them solve. Our innovative chemistry solutions, digital technologies, and service expertise help our customers significantly reduce water consumption and meet their sustainability objectives. Q4: Anticipate modest sales growth that overcomes continued soft industry trends. ▪ As expected, sales growth improved modestly as good new business wins more than offset continued soft industry trends and comparisons to last year’s strong 7% growth. Good gains in protein, animal health, and food were somewhat offset by softer dairy and beverage & brewing sales. ▪ Regionally, growth in IMEA, Asia Pacific, and Latin America overcame softer sales in Europe and North America. ▪ We continue to benefit from our enterprise selling approach to customers, where we combine our industry-leading cleaning and sanitizing and water treatment capabilities to deliver significant customer value though improved product quality, food safety, water efficiency, and lower operating costs.

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8 Sales +2% Paper All sales figures are organic unless otherwise noted Global Industrial Segment Q4: Expect continued good growth driven by new business wins. ▪ Improved sales growth reflected good new business wins and stable end-market trends. ▪ Growth was led by improved gains in tissue & towel and board & packaging. ▪ Regionally, Latin America & IMEA sales grew by double digits; Europe showed good growth while sales in North America and Asia Pacific were rather stable.

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9 Sales +6% Institutional Sales +7% Specialty All sales figures are organic unless otherwise noted Global Institutional & Specialty Segment Q4: Expect good sales growth within foodservice, lodging, and long-term care, building on last year’s strong 12% growth. ▪ As expected, Institutional delivered continued robust sales growth, led by strong performance in restaurants. These strong gains continue to outperform end-market trends, building on last year’s double-digit growth. Our growth continues to be led by new business wins as customers leverage our innovative products and service expertise that help improve performance, optimize labor, and reduce total costs. ▪ Regionally, sales grew double-digits in IMEA, while North America, Asia Pacific, and Latin America delivered continued strong growth. ▪ We remain focused on capitalizing on our attractive long-term growth opportunities, maximizing service effectiveness, and leveraging investments in digital technology to deliver enhanced customer value and improved productivity. We expect these advantages, along with our innovative chemistry and digital programs which save customers time and money, will drive enhanced customer value and support further strong new business gains across both new and existing customers. Q4: Expect strong sales growth, building on last year’s strong 11% growth. ▪ Specialty delivered strong sales growth as the business continued to significantly outperform market trends and comparisons to last year’s very strong 12% growth. o Quick Service: Sales growth continues to be driven by new business and our ongoing product and program innovation that delivers leading food safety outcomes, labor optimization, and lower total operating costs.​ o Food Retail: Sales grew reflecting new business and program expansion. As a trusted global partner for food retailers, we continue to expand our competitive differentiation by helping customers improve their customer experience, protect their food, and improve their operational performance.

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10 Sales 0% Healthcare Sales +1% Life Sciences All sales figures are organic unless otherwise noted Global Healthcare & Life Sciences Segment Q4: Expect modestly lower sales reflecting continued exits of low margin business partially offset by further pricing. ▪ Lower reported sales reflected the sale of Ecolab’s global surgical solutions business, which closed on August 1st. Organic sales were stable as strategic low margin business exits were offset by improved pricing. ▪ We continue to take deliberate action to transform our Healthcare business. Our new business efforts are focused on attractive long-term growth opportunities in the infection prevention and instrument reprocessing areas to drive profitable long-term growth. Our leading product lines, ongoing innovation, and digital technologies make us uniquely positioned to help improve patient outcomes while also increasing operational efficiencies for our customers. ▪ Continued sales growth reflected good underlying business momentum across the Life Sciences business that more than offset soft near-term industry trends. ▪ The long-term growth opportunities for the Life Sciences industry are very attractive. We continue to invest and innovate to further expand our global capabilities and technical expertise across environmental hygiene, water, and purification technologies to capitalize on this long-term growth opportunity. Q4: Expect continued modest growth as good business wins more than offsets soft near-term industry trends.

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11 Sales +8% Pest Elimination All sales figures are organic unless otherwise noted Global Pest Elimination Segment ▪ Continued strong sales growth led by double-digit gains in food & beverage and robust growth in restaurants and food retail. o Our consistent growth continues to be driven by strong new business generation that is leveraging our circle the customer enterprise selling strategy. Growth continues to benefit from our ongoing innovation, expanding digital offerings, and high service levels, which continue to extend our competitive advantages. ▪ Growth was strong across all major regions. Q4: Expect robust growth, benefiting from new customer wins as we leverage our ongoing innovation and enhanced digital offerings to further extend our competitive advantages.

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Segment operating income performance ▪ Organic operating income increased 16% as lower delivered product costs and sales growth more than offset investments in the business. ▪ Organic operating income margin expanded 200 bps versus last year. ▪ Organic operating income increased 28% as strong sales growth and lower supply chain costs were partially offset by investments in the business. ▪ Organic operating income margin expanded 380 bps versus last year. ▪ Organic operating income increased 24% as value pricing more than offset higher supply chain costs. ▪ Organic operating income margin expanded 200 bps versus last year. ▪ Organic operating income increased 6% as strong sales growth more than offset investments in the business. ▪ Organic operating income margin was rather stable versus last year. ($ millions – fixed currency, unaudited) 12 Global Industrial 3Q 2024 3Q 2023 Change Operating income $349.1 $299.1 17% Operating income margin 17.5% 15.4% 210 bps Organic operating income $346.6 $299.7 16% Organic operating income margin 17.5% 15.5% 200 bps Global Institutional & Specialty 3Q 2024 3Q 2023 Change Operating income $325.6 $254.9 28% Operating income margin 23.2% 19.4% 380 bps Organic operating income $325.6 $254.9 28% Organic operating income margin 23.2% 19.4% 380 bps Global Healthcare & Life Sciences 3Q 2024 3Q 2023 Change Operating income $35.8 $44.7 (20%) Operating income margin 10.7% 10.9% -20 bps Organic operating income $35.8 $28.8 24% Organic operating income margin 10.7% 8.7% 200 bps Global Pest Elimination 3Q 2024 3Q 2023 Change Operating income $63.1 $59.0 7% Operating income margin 20.4% 20.8% -40 bps Organic operating income $62.7 $59.0 6% Organic operating income margin 20.6% 20.8% -20 bps

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Consolidated margin performance ▪ Gross margin expanded significantly, reflecting strong value pricing and modestly lower delivered product costs. ▪ Sales productivity was partially offset by growth-oriented investments in the business. ▪ Operating margin expanded as solid sales growth and lower delivered product costs more than offset growth-oriented investments in the business. Gross Margin SG&A Operating Margin 13 $ millions, unaudited 3Q 2024 3Q 2023 Change Gross profit $1,737.0 $1,627.6 7% Gross margin 43.4% 41.1% 230 bps Adjusted gross profit $1,737.9 $1,633.5 6% Adjusted gross margin 43.5% 41.3% 220 bps SG&A $1,024.8 $1,024.9 0% % of Sales 25.6% 25.9% -30 bps Reported operating income $1,044.8 $566.0 85% Reported operating income margin 26.1% 14.3% 1,180 bps Adj. fixed currency operating income $723.4 $608.0 19% Adj. fixed currency operating income margin 17.9% 15.4% 250 bps Organic operating income $720.5 $592.4 22% Organic operating income margin 17.9% 15.3% 260 bps

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3Q 2024 balance sheet / cash flow * EBITDA and Adjusted EBITDA are non-GAAP measures. EBITDA is defined as the sum of net income including non-controlling interest, provision for income taxes, net interest expense, depreciation and amortization, and adjusted EBITDA further adds special (gains) and charges impacting EBITDA. The inputs to EBITDA reflect the trailing twelve months of activity for the period presented. See “Non-GAAP Financial Measures” section of this presentation for corresponding reconciliations. 14 Summary Balance Sheet (millions, unaudited) 2024 2023 (millions, unaudited) 2024 2023 Cash and cash eq. $1,261.1 $1,001.3 Short-term debt $643.0 $1,129.1 Accounts receivable, net 2,883.0 2,823.5 Accounts payable 1,812.3 1,498.8 Inventories 1,572.4 1,536.0 Other current liabilities 2,253.8 1,972.6 Other current assets 401.8 428.6 Long-term debt 6,974.5 7,487.1 PP&E, net 3,545.5 3,332.8 Pension/Postretirement 625.0 627.1 Goodwill and intangibles 11,180.8 11,627.0 Other liabilities 1,217.5 1,320.9 Other assets 1,257.0 1,108.9 Total equity 8,575.5 7,822.5 Total assets $22,101.6 $21,858.1 Total liab. and equity $22,101.6 $21,858.1 Selected Cash Flow items (millions, unaudited) 2024 2023 (unaudited) 2024 2023 Cash from op. activities $2,047.2 $1,559.3 Total Debt/Total Capital 47.0% 52.4% Depreciation 473.7 463.3 Net Debt/Total Capital 42.6% 49.3% Amortization 226.2 229.8 Net Debt/EBITDA(*) 1.7 2.8 Capital expenditures 634.8 512.2 Net Debt/Adjusted EBITDA(*) 1.8 2.5 September 30 September 30 Nine Months Ended Selected Balance Sheet measures September 30 September 30

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Non-GAAP financial measures 15 (millions, except percent and per share) Net sales Reported GAAP net sales $3,998.5 $3,958.1 $11,736.2 $11,381.8 Effect of foreign currency translation 40.9 (1.1) 85.7 11.7 Non-GAAP fixed currency sales 4,039.4 3,957.0 11,821.9 11,393.5 Effect of acquisitions and divestitures (20.7) (91.6) (101.9) (132.3) Non-GAAP organic sales $4,018.7 $3,865.4 $11,720.0 $11,261.2 Cost of sales Reported GAAP cost of sales $2,261.5 $2,330.5 $6,630.6 $6,870.5 Special (gains) and charges 0.9 5.9 3.2 17.2 Non-GAAP adjusted cost of sales $2,260.6 $2,324.6 $6,627.4 $6,853.3 Gross profit Reported GAAP gross profit $1,737.0 $1,627.6 $5,105.6 $4,511.3 Special (gains) and charges 0.9 5.9 3.2 17.2 Non-GAAP adjusted gross profit $1,737.9 $1,633.5 $5,108.8 $4,528.5 Gross margin Reported GAAP gross margin 43.4 % 41.1 % 43.5 % 39.6 % Non-GAAP adjusted gross margin 43.5 % 41.3 % 43.5 % 39.8 % Third Quarter Ended Nine Months Ended September 30 September 30 2024 2023 2024 2023

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Non-GAAP financial measures 16 (millions, except percent and per share) Operating income Reported GAAP operating income $1,044.8 $566.0 $2,219.6 $1,402.3 Special (gains) and charges at public currency rates (331.7) 42.6 (289.0) 99.4 Non-GAAP adjusted operating income 713.1 608.6 1,930.6 1,501.7 Effect of foreign currency translation 10.3 (0.6) 20.3 0.1 Non-GAAP adjusted fixed currency operating income 723.4 608.0 1,950.9 1,501.8 Effect of acquisitions and divestitures (2.9) (15.6) (5.3) (17.0) Non-GAAP organic operating income $720.5 $592.4 $1,945.6 $1,484.8 Operating income margin Reported GAAP operating income margin 26.1 % 14.3 % 18.9 % 12.3 % Non-GAAP adjusted fixed currency operating income margin 17.9 % 15.4 % 16.5 % 13.2 % Non-GAAP organic operating income margin 17.9 % 15.3 % 16.6 % 13.2 % Net Income attributable to Ecolab Reported GAAP net income attributable to Ecolab $736.5 $404.0 $1,639.5 $967.1 Special (gains) and charges, after tax (230.3) 34.2 (206.3) 78.6 Discrete tax net expense (benefit) 15.8 3.5 (42.7) 2.3 Non-GAAP adjusted net income attributable to Ecolab $522.0 $441.7 $1,390.5 $1,048.0 Nine Months Ended September 30 September 30 2024 2023 Third Quarter Ended 2024 2023

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Non-GAAP financial measures 17 (millions, except percent and per share) Diluted EPS attributable to Ecolab Reported GAAP diluted EPS $2.58 $1.41 $5.72 $3.38 Special (gains) and charges, after tax (0.81) 0.12 (0.72) 0.27 Discrete tax net expense (benefit) 0.06 0.01 (0.15) 0.01 Non-GAAP adjusted diluted EPS $1.83 $1.54 $4.85 $3.66 Provision for Income Taxes Reported GAAP tax rate 25.0 % 19.1 % 18.9 % 19.4 % Special gains and charges (2.9) 0.1 (1.6) 0.1 Discrete tax items (2.4) (0.7) 2.4 (0.2) Non-GAAP adjusted tax rate 19.7 % 18.5 % 19.7 % 19.3 % 2024 2023 2024 2023 Third Quarter Ended Nine Months Ended September 30 September 30

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Non-GAAP financial measures 18 EBITDA (trailing tw elve months ended) Net income including non-controlling interest $2,063.2 $1,251.7 Provision for income taxes 511.2 287.9 Interest expense, net 291.2 295.8 Depreciation 627.1 618.4 Amortization 303.3 311.2 EBITDA $3,796.0 $2,765.0 Special (gains) and charges impacting EBITDA (254.5) 228.4 Adjusted EBITDA $3,541.5 $2,993.4 Third Quarter Ended September 30 2024 2023

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Non-GAAP financial measures 19 (millions) Fixed Currency Impact of Acquisitions and Divestitures Organic Fixed Currency Impact of Acquisitions and Divestitures Organic Net Sales Global Industrial $1,993.0 ($17.1) $1,975.9 $1,940.8 ($4.3) $1,936.5 Global Institutional & Specialty 1,403.6 - 1,403.6 1,314.1 - 1,314.1 Global Healthcare & Life Sciences 334.1 - 334.1 408.3 (76.6) 331.7 Global Pest Elimination 308.7 (3.6) 305.1 283.1 - 283.1 Corporate - - - 10.7 (10.7) - Subtotal at fixed currency rates 4,039.4 (20.7) 4,018.7 3,957.0 (91.6) 3,865.4 Currency impact (40.9) 1.1 Consolidated reported GAAP net sales $3,998.5 $3,958.1 Operating Income (loss) Global Industrial $349.1 ($2.5) $346.6 $299.1 $0.6 $299.7 Global Institutional & Specialty 325.6 - 325.6 254.9 - 254.9 Global Healthcare & Life Sciences 35.8 - 35.8 44.7 (15.9) 28.8 Global Pest Elimination 63.1 (0.4) 62.7 59.0 - 59.0 Corporate (50.2) - (50.2) (49.7) (0.3) (50.0) Subtotal at fixed currency rates 723.4 (2.9) 720.5 608.0 (15.6) 592.4 Special (gains) and charges at fixed currency rates (331.7) 41.9 Reported OI at fixed currency rates 1,055.1 566.1 Currency impact (10.3) (0.1) Consolidated reported GAAP operating income $1,044.8 $566.0 Third Quarter Ended September 30 2024 2023

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20 Non-GAAP Financial Information: This communication and certain of the accompanying tables include financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S. (“GAAP”). These non-GAAP financial measures include: • fixed currency sales • organic sales • adjusted cost of sales • adjusted gross profit • adjusted gross margin • fixed currency operating income • adjusted operating income • adjusted fixed currency operating income • adjusted fixed currency operating income margin • organic operating income • organic operating income margin • adjusted tax rate • adjusted net income attributable to Ecolab • adjusted diluted earnings per share • EBITDA • Adjusted EBITDA 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. Non-GAAP financial information

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21 Non-GAAP Financial Information (Continued): Our non-GAAP financial measures for adjusted cost of sales, adjusted gross margin, adjusted gross profit and adjusted operating income exclude the impact of special (gains) and charges and our non-GAAP financial measures for adjusted tax rate, adjusted net income attributable to Ecolab and adjusted diluted earnings per share further exclude the impact of discrete tax items. We include items within special (gains) and charges and discrete tax items that we believe can significantly affect the period-over-period assessment of operating results and not necessarily reflect costs and/or income associated with historical trends and future results. 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, and adjusted EBITDA further adds special (gains) and charges impacting EBITDA. 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. Fixed currency amounts included in this release are based on translation into U.S. dollars at the fixed foreign currency exchange rates established by management at the beginning of 2023. 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 the Company’s reportable segments. Our non-GAAP financial measures for organic sales, organic operating income and organic operating income margin are at fixed currency and exclude the impact of special (gains) and charges, the results of our acquired businesses from the first twelve months post acquisition and the results of divested businesses from the twelve months prior to divestiture. In addition, as part of the separation, we also 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. These transactions are removed from the consolidated results as part of the calculation of the impact of acquisitions and divestitures. 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 this news release. Reconciliations of our non-GAAP measures are included in the following “Non-GAAP Financial Measures” tables of this communication. We do not provide reconciliations for non-GAAP estimates on a forward-looking basis (including those contained in this news release) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of various items that have not yet occurred, are out of our control and/or cannot be reasonably predicted, and that would impact reported earnings per share and the reported tax rate, the most directly comparable forward-looking GAAP financial measures to adjusted earnings per share and the adjusted tax rate. For the same reasons, we are unable to address the probable significance of the unavailable information. Non-GAAP financial information (cont.)

v3.24.3
Document and Entity Information
Oct. 29, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Oct. 29, 2024
Entity Registrant Name ECOLAB INC.
Entity Incorporation, State or Country Code DE
Entity File Number 1-9328
Entity Tax Identification Number 41-0231510
Entity Address, Address Line One 1 Ecolab Place
Entity Address, City or Town Saint Paul
Entity Address State Or Province MN
Entity Address, Postal Zip Code 55102
City Area Code 800
Local Phone Number 232-6522
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000031462
Amendment Flag false
Common Stock [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, $1.00 par value
Trading Symbol ECL
Security Exchange Name NYSE
Euro Notes Due 2025 [Member]  
Document Information [Line Items]  
Title of 12(b) Security 2.625% Euro Notes due 2025
Trading Symbol ECL 25
Security Exchange Name NYSE

Ecolab (NYSE:ECL)
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Ecolab (NYSE:ECL)
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