Sentences and paragraphs of ECL's Risk Factors and MD&A, 10-K 2026-02-23 against 10-K 2025-02-21.
Each links to the text at sec.gov.
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RewordedRisk Factors
We continue to monitor these Pillar Two legislative developments, which which, based on information available, have not had material impacts to on the 2024 2025 financial statements.
Read it in 10-K 2026-02-23 at sec.gov ↗
RewordedRisk Factors
We conduct business in more than 170 countries and, in 2024, 2025, approximately 47% of our net sales originated were generated from customers outside the United States.
Read it in 10-K 2026-02-23 at sec.gov ↗
RewordedRisk Factors
The extent of the impact of macroeconomic and geopolitical developments, including public health crises, developments on our financial and operating performance depends significantly on the duration and severity of such macroeconomic and geopolitical developments, the actions taken to contain or mitigate its impact and any changes in consumer behaviors as a result thereof.
Read it in 10-K 2026-02-23 at sec.gov ↗
RewordedRisk Factors
We incur significant expenses related to the amortization of intangible assets and may be required to report losses resulting from the impairment of goodwill or other assets recorded in connection with the Nalco Nalco, Purolite and Purolite Ovivo Electronics transactions and other acquisitions.
Read it in 10-K 2026-02-23 at sec.gov ↗
RewordedRisk Factors
If we determine that any of the assets or goodwill recorded in connection with the Nalco Nalco, Purolite, and Purolite Ovivo Electronics transactions or any other prior or future acquisitions or joint venture transactions have become impaired, we will be required to record a loss resulting from the impairment.
Read it in 10-K 2026-02-23 at sec.gov ↗
RewordedRisk Factors
We may also refer to this disclosure to identify factors that may cause results to differ materially from those expressed in other forward-looking statements statements, including those made in oral presentations, including such as telephone conferences and/or webcasts open to the public.
Read it in 10-K 2026-02-23 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-02-23 at sec.gov ↗
AddedMD&A
Further details related to our restructuring charges are included in Note 3, “Special (Gains) and Charges,” of the Notes.
Read it in 10-K 2026-02-23 at sec.gov ↗
AddedMD&A
In July 2025 and January 2024, we repaid €575 million ($674 million), and €575 million ($630 million) of long-term debt, respectively.
Read it in 10-K 2026-02-23 at sec.gov ↗
AddedMD&A
Refer to Note 8, “Derivatives and Hedging Transactions,” of the Notes for further information on our hedging activity.
Read it in 10-K 2026-02-23 at sec.gov ↗
AddedMD&A
Information regarding new accounting pronouncements is included in Note 2, “Significant Accounting Policies,” of the Notes.
Read it in 10-K 2026-02-23 at sec.gov ↗
AddedMD&A
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 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.
Read it in 10-K 2026-02-23 at sec.gov ↗
AddedMD&A
We do not provide reconciliations for non-GAAP estimates on a forward-looking basis (including those contained in this Form 10-K) 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.
Read it in 10-K 2026-02-23 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
Earnings from Continuing Operations Attributable to Ecolab Per Common Share (“EPS”)
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
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. Revenue from service and leased equipment is recognized when the services are provided, or the customer receives the benefit from the leased equipment, which is over time. Service revenue is recognized over time utilizing an input method and aligns with when the services are provided. Typically, revenue is recognized over time using costs incurred to date because the effort provided by the field selling and service organization represents services provided, which corresponds with the transfer of control. Revenue for leased equipment is accounted for under Topic 842 Leases and recognized on a straight-line basis over the length of the lease contract.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
Our revenue policies do not provide for general rights of return. We record estimated reductions to revenue for customer programs and incentive offerings including pricing arrangements, promotions and other volume-based incentives based primarily on historical experience and anticipated performance over the contract period. Depending on market conditions, we may increase customer incentive offerings, which could reduce gross profit margins over the term of the incentive. We also record estimated reserves for product returns and credits based on specific circumstances and credit conditions. We record an allowance for uncollectible accounts based on our estimates of expected future credit losses.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
The revenue standard can be applied to a portfolio of contracts with similar characteristics if it is reasonable that the effects of applying the standard at the portfolio would not be significantly different than applying the standard at the individual contract level. We apply the portfolio approach primarily within each operating segment by geographical region. Application of the portfolio approach was focused on those characteristics that have the most significant accounting consequences in terms of their effect on the timing of revenue recognition or the amount of revenue recognized. We determined the key criteria to assess with respect to the portfolio approach, including the related deliverables, the characteristics of the customers and the timing and transfer of goods and services, which most closely aligned within the operating segments. In addition, the accountability for the business operations, as well as the operational decisions on how to go to market and the product offerings, are performed at the operating segment level. For additional information on revenue recognition, refer to Note 17.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
Our business and operations are subject to extensive environmental laws and regulations governing, among other things, air emissions, wastewater discharges, the use and handling of hazardous substances, waste disposal and the investigation and remediation of soil and groundwater contamination. Some risk of environmental liability is inherent in our operations.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
We record liabilities related to pending litigation, environmental claims and other contingencies when a loss is probable and can be reasonably estimated. Estimates used to record such liabilities are based on our best estimate of probable future costs. We record the amounts that represent the points in the range of estimates that we believe are most probable or the minimum amount when no amount within the range is a better estimate than any other amount. Potential insurance reimbursements generally are not anticipated in our accruals for environmental liabilities or other insured losses. Expected insurance proceeds are recorded as receivables when recovery is deemed certain. While the final resolution of litigation and environmental contingencies could result in amounts different than current accruals, and therefore have an impact on our consolidated financial results in a future reporting period, we believe the ultimate outcome will not have a significant impact on our consolidated financial position. For additional information on our commitments and contingencies, refer to Note 15.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
We use mortality tables appropriate in the circumstances, which generally are the recently available mortality tables as of the respective U.S. and international measurement dates. Our year-end U.S. valuations reflect mortality tables that estimate the impacts of COVID in an endemic state. This represents a change from prior year when the impact of COVID on future mortality could not be reasonably estimated.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
One Ecolab has delivered $12 million of cumulative cost savings with estimated annualized cost savings of $140 million in continuing operations by 2027.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
certain open positions, and facility closures. The Combined Program charges were primarily cash expenditures related to severance and asset disposals.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
The Combined Program has delivered our targeted $175 million of annual cost savings.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
● Organic operating income, formerly known as acquisition adjusted fixed currency operating income
Read it in 10-K 2025-02-21 at sec.gov ↗
RewordedMD&A
Adjusted diluted EPS, which excludes the impact of special (gains) and charges and charges, discrete tax items and the Ovivo Electronics acquisition increased 28% 13% to $7.53 in 2025 compared to $6.65 in 2024 compared to $5.21 in 2023 which reflected solid good organic sales growth, lower delivered product costs growth and continued investments in the business. robust operating income margin expansion.
Read it in 10-K 2026-02-23 at sec.gov ↗
RewordedMD&A
Total cash provided by (used for) acquisitions, Cash used for acquisitions and investments in affiliates, net of cash acquired along with dispositions, net of cash divested, acquired, in 2024, 2025, 2024 and 2023 and 2022 was $1.6 billion, $313 million, and $180 million and $7 million, respectively.
Read it in 10-K 2026-02-23 at sec.gov ↗
RewordedMD&A
Our non-GAAP financial measures for organic sales, organic operating income and organic operating income margin are at fixed currency and exclude (i) the impact of special (gains) and charges, charges where applicable, (ii) the impact of the Ovivo Electronics acquisition, (iii) the results of our acquired businesses from the first twelve months post acquisition and (iv) the results of divested businesses from the twelve months prior to divestiture.
Read it in 10-K 2026-02-23 at sec.gov ↗
RewordedMD&A
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. exclude:
Read it in 10-K 2026-02-23 at sec.gov ↗
RewordedMD&A
The unrecognized net losses on our U.S. qualified and non-qualified pension plans increased decreased to $486 million as of December 31, 2025, from $526 million as of December 31, 2024, from $495 million as of December 31, 2023 2024 (both before tax), primarily due to lower higher actual return on assets partially offset by current year net actuarial gains. assets.
Read it in 10-K 2026-02-23 at sec.gov ↗
RewordedMD&A
During 2024, 2025, we recorded other operating activities to special (gains) and charges on the Consolidated Statements of Income of $18.7 ($12.4 million) ($10.8 million ($13.9 million gain after tax), or $0.05 ($0.04) per diluted share, relating primarily to a liability relating to a prior divestiture, COVID-19 activities, and certain legal charges. the sale of an equity method investment.
Read it in 10-K 2026-02-23 at sec.gov ↗
RewordedMD&A
Adjusted operating income, excluding Excluding the impact impacts of special (gains) and charges and the Ovivo Electronics acquisition, 2025 adjusted operating income increased 23% in 2024 11% as strong value pricing, lower delivered product costs, pricing and higher volumes improved productivity were partially offset by investments in the business.
Read it in 10-K 2026-02-23 at sec.gov ↗
RewordedMD&A
Organic operating income margins margin increased 2.0 0.3 percentage points during 2024 2025 compared to 2023, 2024, as the 4.2 1.1 percentage point positive impacts impact of lower delivered product costs, strong pricing, and higher volumes were value pricing was partially offset by the 2.3 0.9 percentage point negative impacts impact of investments in the business.
Read it in 10-K 2026-02-23 at sec.gov ↗
RewordedMD&A
Organic operating income margins margin in Global Pest Elimination decreased 0.6 increased 1.2 percentage points in 2024, 2025, as the 4.4 3.7 percentage point positive impacts from strong value pricing and higher volumes were more than partially offset by the 5.8 3.1 percentage point negative impacts of investments in the business and costs associated with a fourth quarter spike in accidents. business.
Read it in 10-K 2026-02-23 at sec.gov ↗
RewordedMD&A
Organic operating income margins margin increased 1.5 3.4 percentage points in 2024, 2025, as the 3.5 5.9 percentage point positive impact from strong pricing value pricing, higher volumes and lower supply chain delivered product costs were partially offset by the 1.6 2.2 percentage point negative impacts from lower volumes investments in the business. business, including performance-based compensation.
Read it in 10-K 2026-02-23 at sec.gov ↗
RewordedMD&A
Excluding the impact of special (gains) and charges, charges and the Ovivo Electronics acquisition, our 2025 adjusted gross margin was 44.5% compared against a 2024 adjusted gross margin was 43.5% compared against a 2023 adjusted gross margin of 40.4%. 43.5%.
Read it in 10-K 2026-02-23 at sec.gov ↗
RewordedMD&A
In 2024, 2023 2024 and 2022 2023, we recorded restructuring (gains) charges of $25.2 million ($18.6 million after tax) or $0.06 per diluted share, and $77.7 million ($66.4 million after tax) tax), or $0.23 per diluted share and $67.2 million ($56.0 million after tax) or $0.20 per diluted share, respectively, primarily related to severance and professional services. services in the Combined Program.
Read it in 10-K 2026-02-23 at sec.gov ↗