ECOLAB INC. — Earnings Release 2024

Jul 30, 2024

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) July 30, 2024

ECOLAB INC.

(Exact name of registrant as specified in its charter)

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

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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 July 30, 2024, Ecolab Inc. (“Ecolab”) announced earnings for the second quarter ended June 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 second 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 2.05 Costs Associated with Exit or Disposal Activities.

On July 30, 2024, the Company announced the One Ecolab initiative, which will enhance its growth and margin expansion journey. As a program within this initiative, the Company also announced that it commenced a restructuring plan to leverage its digital technologies to realign the functional work done in many countries into global centers of excellence. The Company anticipates restructuring costs of $175 million ($136 million after tax) and special charges of $50 million ($39 million after tax) by the end of 2027. The Company anticipates that the restructuring costs will primarily be cash expenditures for severance costs relating to team reorganization.

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.

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Exhibit No.	​	Description	​	Method Of Filing	​
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(99.1)	​	Ecolab Inc. News Release dated July 30, 2024.	​	Filed herewith electronically.	​
​	​	​	​	​	​
(99.2)	​	Supplemental Data for Second Quarter dated July 30, 2024.	​	Filed herewith electronically.	​
​	​	​	​	​	​
(104)	​	Cover Page Interactive Data File.	​	Embedded within the Inline XBRL document.	​

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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.

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​	ECOLAB INC.
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Date: July 30, 2024	By:	/s/ David F. Duvick
​	​	David F. Duvick
​	​	Assistant Secretary

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