Skip to main content

ECOLAB INC.

For the period ended Mar 31, 2026. Filed May 7, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 7, 2026

ECL$300.68-1.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-10-30.

0001104659-25-104386

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-07.

0001104659-26-056737

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 138 previous paragraphs and 125 current paragraphs.

59 unchanged; 54 reworded; 10 added; 25 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 45 previous and 45 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (10)

Current report

Special (Gains) and Charges were $57.7 million ($45.5 million after tax) or $0.16 per diluted share, primarily relating to our One Ecolab initiative, acquisition and integration activities, and other restructuring activities in the period ended March 31, 2026. Special (Gains) and Charges were $34.3 million ($25.1 million after tax) or $0.09 per diluted share, primarily relating to our One Ecolab initiative and a gain on sale of an equity method investment in the period ended March 31, 2025.

Current report

As it relates to the One Ecolab initiative, we anticipate total restructuring costs of $328 million ($256 million after tax)or $0.90 per diluted share and special charges of $97 million ($76 million after tax)or $0.26 per diluted shareby the end of 2027, which is expected to generate estimated annualized cost savings of $325 million in continuing operations by 2027. One Ecolab has delivered $134 million of cumulative cost savings.

Current report

Fixed currency and organic sales increased 4% in the first quarter of 2026, with improved growth in both operating segments.

Current report

Organic operating income margins increased 1.8 percentage points during the first quarter of 2026 as the 2.7 percentage point positive impact from value pricing was partially offset by the 0.9 percentage point impact of higher commodity costs.

Current report

Approximately half of our sales are outside of the U.S. Our international operations subject us to changes in economic conditions and foreign currency exchange rates as well as political uncertainty in some countries which could impact future operating results. In the near-term, the global operating environment remains unpredictable, including constantly evolving geopolitics and international trade policy, which are resulting in rising delivered product costs and soft end-market demand. Due to the war in the Middle East, global energy markets have experienced significant price volatility in recent months driven by supply chain disruptions, transportation constraints, and geopolitical developments, contributing to major cost increases for raw materials, manufacturing, and logistics throughout our global supply chain. We have begun implementing our recently announced energy surcharge in the second quarter to offset the recent surge in such costs. This energy surcharge will be monitored closely and might be adjusted as market conditions evolve. We expect our pricing actions, along with continued volume growth and our other cost savings and productivity improvement efforts, to successfully offset the recent cost pressures.

Current report

On April 10, 2026, we entered into a term credit agreement providing for a $4.75 billion unsecured committed delayed draw term loan credit facility, the proceeds from which may only be used to finance the pending acquisition of CoolIT Systems and to pay fees, costs and expenses related to the acquisition and the credit facility. No amounts had been drawn under the facility as of the date of this filing.

Current report

In April 2026, we entered into forward-starting interest rate lock contracts to hedge the interest rate risk related to anticipated debt issuances for a total notional amount of $450 million.

Current report

In April 2026, we entered into cross-currency swap derivative contracts with aggregate notional amounts of ₣500 million. These cross-currency swap derivative contracts are designated as net investment hedges of our Swiss Franc denominated exposures from our investments in certain of our Swiss Franc denominated functional currency subsidiaries.
Removed paragraphs (25)

Previous report

On July 30, 2024, we announced the One Ecolab initiative, which will enhance our growth and margin expansion journey. As a program within this initiative, we also announced that we commenced a restructuring plan to leverage our digital technologies to realign the functional work done in many countries into global centers of excellence. In September 2025, we expanded the One Ecolab initiative and anticipate restructuring costs of $240 million ($187 million after tax)or $0.66 per diluted share and special charges of $60 million ($47 million after tax)or $0.16 per diluted shareby the end of 2027. We anticipate that the restructuring costs will primarily be cash expenditures for severance costs relating to team reorganization. We also expanded the estimated annualized cost savings to $225 million in continuing operations by 2027. One Ecolab has delivered $79 million of cumulative cost savings.

Previous report

We recorded restructuring charges of $9.5 million ($7.3 million after tax), or $0.03 per diluted share and $17.4 million ($13.3 million after tax), or $0.05 per diluted share during the third quarter of 2025 and 2024, respectively, and $66.3 million ($51.0 million after tax), or $0.18 per diluted share and $22.7 million ($17.3 million after tax), or $0.06 per diluted share during the first nine months of 2025 and 2024, respectively, primarily related to severance and professional services. In addition, we recorded non-restructuring special charges of $8.2 million ($6.2 million after tax), or $0.02 per diluted share and $7.0 million ($5.2 million after tax), or $0.02 per diluted share during the third quarter of 2025 and 2024, respectively, and $24.6 million ($18.6 million after tax), or $0.06 and $16.2 million ($12.2 million after tax), or $0.04 per diluted share during the first nine months of 2025 and 2024, respectively, primarily related to professional services. We have recorded $148.1 million ($114.0 million after tax), or $0.40 per diluted share of cumulative restructuring charges and $48.3 million ($36.5 million after tax), or $0.13 per diluted share of cumulative special charges under the One Ecolab initiative.

Previous report

The restructuring liability related to the One Ecolab initiative was $64.8 million and $54.9 million as of September 30, 2025 and December 31, 2025, respectively. The remaining liability is expected to be paid over a period of a few months to several quarters and will continue to be funded from operating activities.

Previous report

Other restructuring is primarily related to the Combined Program, which is described below. These activities have been included as a component of cost of sales and special (gains) and charges on the Consolidated Statements of Income. Restructuring liabilities have been classified as a component of other current and other noncurrent liabilities on the Consolidated Balance Sheets.

Previous report

In November 2022 we approved a Europe cost savings program and subsequently expanded the program to focus on our Institutional and Healthcare businesses in other regions (the “Combined Program”). The restructuring activities were completed at the end of 2024, with total costs of $184.1 million ($151.5 million after tax), or $0.53 per diluted share. Subsequent to the completion of the Combined Program, we finalized the sale of a facility, resulting in a gain of $12 million ($9.2 million after tax), or $(0.03) per diluted share in the second quarter of 2025. The Combined Program has delivered our targeted $175 million of annual cost savings.

Previous report

The net liability related to the Combined Program was $3.2 million and $12.8 million as of September 30, 2025 and December 31, 2024, respectively. The remaining liability is expected to be paid over a period of a few months to several quarters and will continue to be funded from operating activities.

Previous report

The restructuring liability balance for all other restructuring plans excluding the Combined Program and One Ecolab was $5.6 million and $6.5 million as of September 30, 2025 and December 31, 2024, respectively.

Previous report

On April 27, 2024, we reached a definitive agreement to sell our global surgical solutions business for total consideration of $950 million, subject to certain working capital and other purchase price adjustments. On August 1, 2024, we closed the sale and received $926 million in cash, after deducting for defined working capital and other purchase price adjustments. For the quarter ended September 30, 2024, we recorded an associated pre-tax gain within Special (Gains) and Charges in the Consolidated Statements of Income of $365.3 million ($264.2 million after tax) or ($0.92) per diluted share, which includes $56.4 million of transaction costs and other adjustments. Excluding the gain on sale, we recorded charges of $3.3 million ($2.5 million after tax) or $0.01 per diluted share and $14.6 million ($11.3 million after tax) or $0.04 per diluted share in the third quarter and first nine months of 2024, respectively, which are primarily related to professional fees to support the sale.

Previous report

We recorded charges of $2.4 million ($1.8 million after tax) or $0.01 per diluted share in the first nine months of 2025, which are primarily related to professional fees to support the sale.

Previous report

Acquisition and integration related costs reported in special (gains) and charges on the Consolidated Statements of Income include $11.0 million ($10.2 million after tax)or $0.04 per diluted share and $3.5 million ($2.7 million after tax) or $0.01 per diluted share in the third quarter of 2025 and 2024, respectively, and $19.8 million ($16.9 million after tax) or $0.06 per diluted share and $8.3 million ($6.3 million after tax) or $0.02 per diluted share in the first nine months of 2025 and 2024, respectively, primarily related to the pending acquisition of Ovivo’s electronics business and the Purolite transaction.

Previous report

Other special gains recorded in special (gains) and charges on the Consolidated Statements of Income in the third quarter of 2025 and 2024 were ($2.2 million) ($1.7 million gain after tax) or ($0.01) per diluted share and charges of $3.1 million ($2.3 million after tax) or less than $0.01 per diluted share, respectively. Other special gains recorded in special (gains) and charges on the Consolidated Statements of Income in the first nine months of 2025 and 2024 were ($13.2 million) ($11.4 million gain after tax) or ($0.04) per diluted share and ($8.8 million) ($6.9 million gain after tax) or ($0.02) per diluted share, respectively, primarily related to the sale of an equity method investment.

Previous report

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. An estimate of the financial impact has been included in operating results as of September 30, 2025. The OBBBA did not have a material impact to our income tax expense.

Previous report

The Organization for Economic Co-operation’s (“OECD”) global minimum tax regime (“Pillar Two”) is effective in certain countries where we operate. As such, an estimate of Pillar Two tax has been considered within the provision for income taxes. We continue to monitor these legislative developments, but based on information available we do not anticipate material impacts to the 2025 financial statements.

Previous report

Fixed currency sales increased 1% and declined 1% in the third quarter and first nine months of 2025, respectively, due to the sale of Ecolab’s global surgical solutions business, which was sold in the third quarter of 2024. Organic sales for Global Institutional & Specialty increased 4% in both the third quarter and first nine months of 2025 with growth in both operating segments.

Previous report

Organic operating income margins increased 1.6 percentage points during the third quarter of 2025, as the 3.6 percentage point positive impact from value pricing and higher volumes were partially offset by the 2.5 percentage point impact of investments in the business. Organic operating income margins increased 4.8 percentage points during the first nine months of 2025, as the 5.6 percentage point positive impact from value pricing and lower delivered product cost were partially offset by the 0.8 percentage point impact of investments in the business.

Previous report

During the first nine months of 2025, we issued $500 million aggregate three-year fixed public notes with a coupon rate of 4.30% and an effective interest rate of 4.36%, and $500 million aggregate ten-year fixed public notes with a coupon rate of 5.00% and an effective interest rate of 5.05%. The proceeds will be used for general corporate purposes, which may include partial funding of the Ovivo Electronics acquisition. The Company repaid €575 million ($674 million) and $630 million of long-term debt during the first nine months of 2025 and 2024, respectively.

Previous report

Approximately half of our sales are outside of the U.S. Our international operations subject us to changes in economic conditions and foreign currency exchange rates as well as political uncertainty in some countries which could impact future operating results. We expect the macroeconomic environment to remain challenging as a result of evolving international trade policies that could have a significant impact on costs and demand. We believe that the Company is well-prepared to manage through the dynamic international trade environment, given our “local-for-local” production model and our recently implemented trade surcharge.

Previous report

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 the nine-month period ended September 30, 2024 from these organic measures to remain comparable to the corresponding period in 2025. In addition, as part of the separation of ChampionX in 2020, we continue to provide certain products to ChampionX, which are recorded in product and equipment sales in the Global Water segment along with the related cost of sales. These transactions are removed from the consolidated results as part of the calculation of the impact of acquisitions and divestitures.
Reworded paragraphs (54)

Previous wording

Our non-GAAP financial measures for organic sales, organic operating income and organic operating income margin are at fixed currency and exclude the impact of special (gains) and charges, the results of our acquired businesses from the first twelve months post acquisition and the results of divested businesses from the twelve months prior to divestiture. In addition, as part of the separation of ChampionX in 2020, we continue to provide certain products to ChampionX which are recorded in product and equipment sales in the Global Water segment along with the related cost of sales. These transactions are removed from the consolidated results as part of the calculation of the impact of acquisitions and divestitures.

Current wording

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.

Previous wording

Effective January 1, 2025, the Company’s former Global Industrial reportable segment was renamed Global Water and includes the Light & Heavy (previously named Water), Food & Beverage, and Paper operating segments. The Global Institutional & Specialty reportable segment continues to include the Institutional and Specialty operating segments. The Company’s former healthcare operating segment moved into the Institutional operating segment. Global Life Sciences was elevated to a standalone reportable segment. The Global Pest Elimination segment remains a standalone reportable segment. After these changes, the Company has seven operating segments.

Current wording

Effective January 1, 2026, the Company’s former Light & Heavy operating segment was divided into three new operating segments, Heavy Water, Light Water and High-Tech, which continue to remain in the Global Water reportable segment. The Global Water reportable segment includes Heavy Water, Light Water, High-Tech, Food & Beverage and Paper operating segments. The Global Institutional & Specialty reportable segment continues to include the Institutional and Specialty operating segments. The Global Life Sciences and Global Pest Elimination segments remain standalone reportable segments. After these changes, the Company has nine operating segments.

Previous wording

Management evaluates the sales and operating income performance of our non-U.S. dollar functional currency international operations based on fixed currency exchange rates, which eliminate the impact of exchange rate fluctuations on our international operations. Fixed currency amounts are updated annually at the beginning of each year based on translation into U.S. dollars at foreign currency exchange rates established by management, with all periods presented using such rates. Public currency rate data provided within the “Segment Performance” section of this MD&A reflect amounts translated at actual public average rates of exchange prevailing during the corresponding period and is provided for informational purposes only.

Current wording

Management evaluates the sales and operating income performance of our non-U.S. dollar functional currency international operations based on fixed currency exchange rates, which eliminate the impact of exchange rate fluctuations on our international operations. Fixed currency amounts are updated annually at the beginning of each year based on translation into U.S. dollars at foreign currency exchange rates established by management, with all periods presented using such rates. Public currency rate data provided within the “Segment Performance” section of this MD&A reflect amounts translated at actual public average rates of exchange prevailing during the corresponding period and are provided for informational purposes only.

Previous wording

When comparing third quarter 2025 against third quarter 2024, sales performance was as follows:

Current wording

When comparing first quarter 2026 against first quarter 2025, sales performance was as follows:

Previous wording

When comparing third quarter 2025 against third quarter 2024, our financial performance was as follows:

Current wording

When comparing first quarter 2026 against first quarter 2025, our financial performance was as follows:

Previous wording

Our reported gross margin was 44.8% and 43.4% for the third quarter of 2025 and 2024, respectively. Our reported gross margin was 44.6% and 43.5% for the first nine months of 2025 and 2024, respectively. Special (gains) and charges included in items impacting cost of sales are shown within the “Special (Gains) and Charges” table below.

Current wording

Our reported gross margin was 43.6% and 44.2% for the first quarter of 2026 and 2025, respectively. Special (gains) and charges included in items impacting cost of sales are shown within the “Special (Gains) and Charges” table below.

Previous wording

Excluding the impact of special (gains) and charges within COS, third quarter 2025 and 2024 adjusted gross margin was 44.8% and 43.5%, respectively, and for the first nine months of 2025 and 2024 was 44.7% and 43.5%, respectively. Our adjusted gross margin increased when comparing the third quarter of 2025 against the third quarter of 2024 reflecting strong value pricing.

Current wording

Excluding the impact of special (gains) and charges within COS, first quarter 2026 and 2025 adjusted gross margin was 43.8% and 44.4%, respectively. Our adjusted gross margin decreased when comparing the first quarter of 2026 against the first quarter of 2025 due to the impact of recent acquisitions. Underlying gross margin was stable as strong value pricing was offset by higher commodity costs.

Previous wording

Selling, general and administrative (“SG&A”) expenses as a percentage of sales were 25.9% and 26.9% for the third quarter and first nine months of 2025, respectively, compared to 25.6% and 27.1% for the third quarter and first nine months of 2024, respectively. The SG&A ratio to sales in the third quarter of 2025 was impacted by growth-oriented investments in the business, including recent acquisitions. The SG&A ratio to sales decreased in the first nine months of 2025 as productivity more than offset growth-oriented investments in the business.

Current wording

Selling, general and administrative (“SG&A”) expenses as a percentage of sales were 27.1% for the first quarter of 2026, compared to 28.4% for the first quarter of 2025, respectively. The SG&A ratio to sales in the first quarter of 2026 improved as productivity gains and the favorable impact of recent acquisitions more than offset growth-oriented investments in the business.

Previous wording

For segment reporting purposes, special (gains) and charges are not allocated to reportable segments, which is consistent with our internal management reporting. Per share amounts do not necessarily sum due to rounding.

Current wording

For segment reporting purposes, special (gains) and charges are not allocated to reportable segments, which is consistent with our internal management reporting.

Previous wording

Further details related to our restructuring charges are included in Note 2.

Current wording

Further details related to special (gains) and charges are included in Note 2, “Special (Gains) and Charges,” of the Notes.

Previous wording

Our reported operating income decreased 27% in the third quarter of 2025 and decreased 9% in first nine months of 2025 versus the comparable periods of 2024. Our reported operating income for 2025 and 2024 was impacted by special (gains) and charges; excluding the impact of special (gains) and charges from 2025 and 2024 reported results, our adjusted operating income increased 10% and 9% in the third quarter and first nine months of 2025, respectively.

Current wording

Our reported operating income increased 12% in the first quarter of 2026 versus the comparable period of 2025. Our reported operating income for 2026 and 2025 was impacted by special (gains) and charges; excluding the impact of special (gains) and charges from 2026 and 2025 reported results, our adjusted operating income increased 15% in the first quarter of 2026.

Previous wording

As shown in the previous table, foreign currency had a 1 percentage point positive impact and 1 percentage point negative impact on adjusted operating income growth for the third quarter and first nine months of 2025, respectively. Foreign currency had a 2 and 1 percentage point negative impact on adjusted operating income growth for the third quarter and first nine months of 2024, respectively.

Current wording

As shown in the previous table, foreign currency had a 5 percentage point positive impact on adjusted operating income growth for the first quarter of 2026.

Previous wording

Reported other (income) expense decreased to ($12.8) million from ($12.9) million in the third quarter of 2025 compared to the third quarter of 2024, respectively, and increased to ($38.8) million from ($38.1) million in the first nine months of 2025 compared to the first nine months of 2024, respectively.

Current wording

Reported other (income) expense decreased to ($8.8) million from ($13.0) million in the first quarter of 2026 compared to the first quarter of 2025.

Previous wording

Reported net interest expense was $55.3 million and $70.4 million in the third quarter of 2025 and 2024, respectively, and $176.8 million and $220.8 million in the first nine months of 2025 and 2024. The decrease in net interest expense reflects the impact from lower interest rates and a higher cash balance.

Current wording

Reported net interest expense was $72.7 million and $58.3 million in the first quarter of 2026 and 2025, respectively. The increase in net interest expense reflects the impact of lower cash balances and new debt used to fund the Ovivo Electronics acquisition.

Previous wording

Our reported tax rate was 17.8% and 25.0% for the third quarter of 2025 and 2024, respectively, and 19.2% and 18.9% for the first nine months of 2025 and 2024, respectively. The change in our tax rate for the third quarter and first nine months versus the comparable periods of 2024 was driven primarily by discrete tax items and special (gains) and charges. The change in our tax rate includes the tax impact of special (gains) and charges and discrete tax items, which have impacted the comparability of our historical reported tax rates, as amounts included in our special (gains) and charges are derived from tax jurisdictions with rates that vary from our tax rate, and discrete tax items are not necessarily consistent across periods. The tax impact of special (gains) and charges and discrete tax items will likely continue to impact comparability of our reported tax rate in the future.

Current wording

Our reported tax rate was 21.8% and 20.3% for the first quarter of 2026 and 2025, respectively. The change in our tax rate for the first quarter versus the comparable periods of 2025 was driven primarily by discrete tax items and special (gains) and charges. The change in our tax rate includes the tax impact of special (gains) and charges and discrete tax items, which have impacted the comparability of our historical reported tax rates, as amounts included in our special (gains) and charges are derived from tax jurisdictions with rates that vary from our tax rate, and discrete tax items are not necessarily consistent across periods. The tax impact of special (gains) and charges and discrete tax items will likely continue to impact comparability of our reported tax rate in the future.

Previous wording

We recognized net tax expense related to discrete tax items of $15.8 million and net tax benefit of $42.7 million in the third quarter and first nine months of 2024, respectively. This included a tax benefit of $41.9 million in the first nine months of 2024, associated with transferring certain intangible property between affiliates and $3.3 million and $15.6 million in the third quarter and first nine months of 2024, respectively, associated with share-based compensation excess tax benefits. The remaining net tax expense of $19.1 million and $14.8 million in the third quarter and first nine months of 2024, respectively, was from other income tax adjustments including the impact of provision to return adjustments, changes in tax laws, audit settlements, unrecognized tax benefits and other changes in estimates.

Current wording

We recognized net tax expense related to discrete tax items of $4.4 million in the first quarter of 2026. This included a tax benefit of $12.0 million associated with share-based compensation excess tax benefits. The remaining net tax expense of $16.4 million was primarily due to prior year return adjustments, unrecognized tax benefits, and other changes in estimates.

Previous wording

We recognized net tax benefits related to discrete tax items of $16.3 million and $21.8 million in the third quarter and first nine months of 2025, respectively. This included a tax benefit of $2.7 million and $12.6 million in the third quarter and first nine months of 2025, respectively, associated with share-based compensation excess tax benefits. The remaining net tax benefit of $13.6 million and $9.2 million in the third quarter and first nine months of 2025, respectively, was from the filing of tax returns, audit settlements, unrecognized tax benefits, and other changes in estimates.

Current wording

We recognized net tax benefits related to discrete tax items of $0.5 million in the first quarter of 2025. This included $7.3 million associated with share-based compensation excess tax benefits. The remaining net expense of $6.8 million is from other income tax adjustments including audit settlements, unrecognized tax benefits, and other changes in estimates.

Previous wording

Per share amounts in the above tables do not necessary sum due to rounding.

Current wording

Per share amounts in the above tables do not necessarily sum due to rounding.

Previous wording

Currency translation had a favorable impact of approximately $0.04 and an unfavorable impact of approximately ($0.01) per share on diluted EPS for the third quarter and first nine months of 2025, respectively, when compared to the comparable period of 2024.

Current wording

Currency translation had a favorable impact of approximately $0.08 per share on diluted EPS for the first quarter of 2026 when compared to the comparable period of 2025.

Previous wording

The non-U.S. dollar functional international amounts included within our reportable segments are based on translation into U.S. dollars at the fixed currency exchange rates used by management for 2025. The difference between the fixed currency exchange rates and the actual currency exchange rates is reported as “effect of foreign currency translation” in the following tables. All other accounting policies of the reportable segments are consistent with U.S. GAAP and the accounting policies described in Note 2 of our Annual Report on Form 10-K for the year ended December 31, 2024. Additional information about our reportable segments is included in Note 15.

Current wording

The non-U.S. dollar functional international amounts included within our reportable segments are based on translation into U.S. dollars at the fixed currency exchange rates used by management for 2026. The difference between the fixed currency exchange rates and the actual currency exchange rates is reported as “effect of foreign currency translation” in the following tables. All other accounting policies of the reportable segments are consistent with U.S. GAAP and the accounting policies described in Note 2, “Significant Accounting Policies,” of the Notes to the Consolidated Financial Statements within our Annual Report on Form 10-K for the year ended December 31, 2025. Additional information about our reportable segments is included in Note 15, “Operating Segments,” of the Notes.

Previous wording

Fixed currency net sales and operating income for the third quarter and first nine months of 2025 for our reportable segments are shown in the following tables:

Current wording

Fixed currency net sales and operating income for the first quarter of 2026 for our reportable segments are shown in the following tables:

Previous wording

Unless otherwise noted, the following segment performance commentary compares the third quarter and first nine months of 2025 against the third quarter and first nine months of 2024.

Current wording

Unless otherwise noted, the following segment performance commentary compares the first quarter of 2026 against the first quarter of 2025.

Previous wording

Fixed currency sales increased 3% in both the third quarter and first nine months of 2025. Organic sales for Global Water increased 2% in both the third quarter and first nine months of 2025 driven by growth in Light & Heavy and Food & Beverage.

Current wording

Fixed currency sales increased 7% in the first quarter of 2026, driven by a 5% benefit from the Ovivo Electronics acquisition. Organic sales for Global Water increased 2% in the first quarter of 2026, driven by double-digit growth in High-Tech, strong growth in Food & Beverage and steady growth in Light Water.

Previous wording

Light & Heavy organic sales increased 2% in both the third quarter and first nine months of 2025 driven by double-digit growth in high-tech and accelerating manufacturing sales growth, which more than offset continued soft end-market demand in basic industries. High-tech reported strong double-digit sales growth driven by data centers and microelectronics. Manufacturing reported accelerating growth driven by food & beverage. Downstream reported stable sales in North America, offset by softer sales in international regions. Basic Industries sales modestly declined as further new business wins were more than offset by continued soft end-market demand. Food ​& Beverage organic sales increased 4% and 3% in the third quarter and first nine months of 2025, respectively, driven by new business wins and value pricing. Paper organic sales decreased 4% and 2% in the third quarter and first nine months of 2025, respectively, as continued new business wins were offset by softer customer production rates.

Current wording

Food & Beverage organic sales increased 5% in the first quarter of 2026 driven by new business and value pricing. Heavy Water organic sales decreased 2% in the first quarter of 2026, as growth in downstream was offset by softer sales in basic industries. High-Tech organic sales increased 25% in the first quarter of 2026, reflecting new business wins across microelectronics and data centers. Light Water organic sales increased 2% in the first quarter of 2026, driven by accelerating performance in transportation and green energy, and continued strong performance in pharmaceuticals. Paper organic sales decreased 2% in the first quarter of 2026, as continued new business wins were offset by stabilizing customer production rates.

Previous wording

Organic operating income and organic operating income margins increased for Global Water in the third quarter and first nine months of 2025.

Current wording

Organic operating income was stable for Global Water in the first quarter of 2026. Organic operating income margin decreased in the first quarter of 2026.

Previous wording

Organic operating income margins increased 0.8 percentage points during the third quarter of 2025, as the 3.9 percentage point positive impact from value pricing and higher volumes were partially offset by the 2.8 percentage point impactof investments in the business. Organic operating income margins decreased 0.3 percentage points during the first nine months of 2025, as the 3.7 percentage point positive impact from value pricing and higher volumes was more than offset by the 3.6 percentage point impact of investments in the business.

Current wording

Organic operating income margins decreased 0.4 percentage points during the first quarter of 2026 as the 1.7 percentage point positive impact of value pricing and higher volumes were more than offset by the 2.3 percentage point impact of higher commodity costs andinvestments in the business.

Previous wording

At an operating segment level, Institutional organic sales increased 3% in both the third quarter and first nine months of 2025, as growth in sales to hospitality customers was partially offset by modestly lower sales to hospitals. Specialty organic sales increased 7% and 5% in the third quarter and first nine months of 2025, respectively, reflecting strong growth, partially offset by an unfavorable impact from non-strategic, low margin business exits.

Current wording

At an operating segment level, Institutional organic sales increased 2% in the first quarter of 2026, as growth in hospitality more than offset softer sales to hospitals. Specialty organic sales increased 9% in the first quarter of 2026, driven by new business wins and continued value pricing.

Previous wording

Organic operating income and organic operating income margin increased in the third quarter and first nine months of 2025 for our Global Institutional & Specialty segment.

Current wording

Organic operating income and organic operating income margin increased in the first quarter of 2026 for our Global Institutional & Specialty segment.

Previous wording

Fixed currency sales increased 7% in both the third quarter and first nine months of 2025 reflecting a benefit from attractive, targeted acquisitions in North America. Organic sales for Global Pest Elimination increased 6% in both the third quarter and first nine months of 2025 driven by gains in food & beverage, restaurants, and healthcare.

Current wording

Fixed currency sales increased 8% in the first quarter of 2026 reflecting a benefit from attractive, targeted acquisitions in North America. Organic sales for Global Pest Elimination increased 7% in the first quarter of 2026 driven by gains in restaurants, food retail, food & beverage and healthcare.

Previous wording

Organic operating income increased for Global Pest Elimination in the third quarter and first nine months of 2025, respectively. Organic operating income margin increased in the third quarter of 2025 and decreased in the first nine months of 2025.

Current wording

Organic operating income and organic operating income margin increased in the first quarter of 2026 for our Global Pest Elimination segment.

Previous wording

Organic operating income margins increased 0.1 percentage points during the third quarter of 2025 as the 2.2 percentage point positive impact of value pricing, higher volumes and improved productivity were partially offset by the 1.6 percentage point impact of investments in the business. Organic operating income margins increased 0.4 percentage points during the first nine months of 2025 as the 1.1 percentage point positive impact of value pricing was partially offset by the 0.9 percentage point impact of investments in the business.

Current wording

Organic operating income margins increased 0.4 percentage points during the first quarter of 2026, as the 5.4 percentage point positive impact from value pricing, higher volumes and improved productivity were partially offset by the 4.9 percentage point impactof investments in the business, including pest intelligence.

Previous wording

Fixed currency and organic sales for Global Life Sciences increased 6% and 5% in the third quarter and first nine months of 2025, respectively, driven by new business wins and progressively improving industry trends. Continued growth in bioprocessing and pharmaceutical & personal care overcame ongoing capacity constraints within Life Sciences’ industrial water purification business.

Current wording

Fixed currency and organic sales for Global Life Sciences increased 11% in the first quarter of 2026, driven by new business wins. Continued growth in bioprocessing and pharmaceutical & personal care overcame temporary capacity constraints within Life Sciences’ industrial water purification business.

Previous wording

Organic operating income and organic operating income margins increased in the third quarter and first nine months of 2025 for our Global Life Sciences segment.

Current wording

Organic operating income and organic operating income margins increased in the first quarter of 2026 for our Global Life Sciences segment.

Previous wording

Organic operating income margins increased 2.3 percentage points during the third quarter of 2025 as the 3.9 percentage point positive impact from value pricing, higher volumes and improved supply chain operations were partially offset by the 1.7 percentage point impact of investments in the business. Organic operating income margins increased 2.9 percentage points during the first nine months of 2025 as the 4.4 percentage point positive impact from value pricing, lower supply chain costs, and improved productivity were partially offset by the 1.3 percentage point impact of investments in the business.

Current wording

Organic operating income margins increased 1.6 percentage points during the first quarter of 2026, as the 4.3 percentage point positive impact from value pricing, higher volumes and lower supply chain costs were partially offset by the 2.9 percentage point impact of unfavorable mix and investments in the business.

Previous wording

Consistent with our internal management reporting, Corporate amounts in the tables on pages 36 and 37 include intangible asset amortization specifically from the Nalco and Purolite transactions and special (gains) and charges that are not allocated to our reportable segments. Items included within special (gains) and charges are shown in the table on page 32.

Current wording

Consistent with our internal management reporting, Corporate amounts in the tables on pages 32 and 33 include intangible asset amortization specifically from the Nalco, Purolite and Ovivo Electronics transactions and special (gains) and charges that are not allocated to our reportable segments. Items included within special (gains) and charges are shown in the table on page 30.

Previous wording

Total assets were $23.9 billion as of September 30, 2025 and $22.4 billion as of December 31, 2024.

Current wording

Total assets were $25.0 billion as of March 31, 2026 and $24.7 billion as of December 31, 2025.

Previous wording

Total liabilities were $14.2 billion as of September 30, 2025, compared to total liabilities of $13.6 billion as of December 31, 2024. Total debt was $8.1 billion as of September 30, 2025 and $7.6 billion as of December 31, 2024. See further discussion of our debt activity within the “Liquidity and Capital Resources” section of this MD&A.

Current wording

Total liabilities were $15.0 billion as of March 31, 2026, compared to total liabilities of $14.9 billion as of December 31, 2025. Total debt was $8.5 billion as of March 31, 2026 and $8.2 billion as of December 31, 2025. See further discussion of our debt activity within the “Liquidity and Capital Resources” section of this MD&A.

Previous wording

We continue to generate cash flow from operations, allowing us to fund our ongoing operations, acquisitions, investments in the business and pension obligations along with returning cash to our shareholders through dividend payments and share repurchases. Cash provided by operating activities decreased by $185 million in the first nine months of 2025 compared to the first nine months of 2024, primarily driven by a $241 million unfavorable change in working capital. The cash flow impact from working capital was primarily driven by timing differences in accounts payable in the first nine months of 2025 versus the first nine months of 2024.

Current wording

We continue to generate cash flow from operations, allowing us to fund our ongoing operations, acquisitions, investments in the business and pension obligations along with returning cash to our shareholders through dividend payments and share repurchases. Cash provided by operating activities increased by $77 million in the first quarter of 2026 compared to the first quarter of 2025, primarily driven by a favorable change in working capital and higher net income, partially offset by $60 million of one-time, equity incentive payments to the Ovivo Electronics employees relating to the acquisition.

Previous wording

Cash (used for) provided by investing activities is primarily impacted by capital investments in the business. We continue to make capital investments in the business, including dispensing and monitoring equipment, manufacturing equipment and facilities. Total capital expenditures were $716 million and $635 million in the first nine months of 2025 and 2024, respectively.

Current wording

Cash (used for) provided by investing activities is primarily impacted by capital investments in the business. We continue to make capital investments in the business, including dispensing and monitoring equipment, manufacturing equipment and facilities. Total capital expenditures were $349 million and $238 million in the first quarter of 2026 and 2025, respectively.

Showing the first 40 of 54 pairs. Open the source sections for the rest.

Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

During the first quarter of 2026, there was no long-term debt issuance activity other than borrowings under our Chinese construction loan facility. There was no long-term debt issuance activity in the first quarter of 2025.

Current report — wording carried from elsewhere

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.