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ECOLAB INC

For the period ended Mar 31, 2025. Filed May 8, 2025.

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, 2025 · Filed May 8, 2025

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 2024-09-30; filed 2024-10-31.

0001558370-24-014051

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

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-08.

0001558370-25-006969

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 147 previous paragraphs and 141 current paragraphs.

73 unchanged; 50 reworded; 15 added; 22 removed; 2 previous and 3 current paragraphs rearranged.

Tables are not compared: 46 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 (15)

Current report

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 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 $184.1 million ($151.5 million after tax), or $0.53 per diluted share.

Current report

The Combined Program has delivered our targeted $175 million of annual cost savings.

Current report

The change in our adjusted tax rates from 2024 to 2025 was primarily driven by geographic income mix. Future comparability of our adjusted tax rate may be impacted by various factors, including but not limited to other changes in global tax rules, further tax planning projects and geographic income mix.

Current report

Fixed currency sales increased 3%, including a benefit from the acquisition of Barclay Water Management. Organic sales for Global Water increased in the first quarter of 2025 driven by growth in Light & Heavy and Food & Beverage.

Current report

Light & Heavy organic sales increased 3% in the first quarter of 2025 driven by accelerating growth in high tech and solid growth in manufacturing and downstream which more than offset slightly lower sales in basic industries. High tech reported strong double-digit sales growth driven by cooling technologies for data centers and circular water for microelectronics. Manufacturing reported solid growth driven by food & beverage. Downstream reported good growth in North America and Europe partially offset by softer sales in other international regions. Basic Industries reported solid growth in chemicals which was more than offset by modestly lower sales in primary metals and power.** **Food ​& Beverage organic sales increased 2% in the first quarter of 2025 as continued value pricing and new business wins overcame end-market demand that softened during the quarter. Paper organic sales remained flat in the first quarter of 2025 as new business wins were offset by softer customer production rates.

Current report

At an operating segment level, Institutional organic sales increased 4% in the first quarter of 2025 reflecting strong growth in the legacy Institutional business and a modest decline in healthcare sales. Specialty organic sales increased 3% in the first quarter of 2025 reflecting strong growth, partially offset by unfavorable impact from non-strategic, low margin business exits.

Current report

Organic operating income margins increased 3.9 percentage points during the first quarter of 2025, driven by the 3.5 percentage point positive impact from strong pricing and lower supply chain costs.

Current report

Fixed currency sales increased 7%, reflecting a benefit from attractive, targeted acquisitions in North America. Organic sales for Global Pest Elimination increased 5% in the first quarter of 2025 reflecting growth across food & beverage, restaurants, and hospitality, which more than offset slightly softer performance in food retail.

Current report

Fixed currency and organic sales for Global Life Sciences increased 5% in the first quarter of 2025 driven by new business wins and progressively improving industry trends.

Current report

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

Current report

Organic operating income margins increased 3.0 percentage points during the first quarter of 2025, driven by the 3.5 percentage point positive impact from strong pricing, higher volumes, and lower supply chain costs.

Current report

In April 2025, we elected to de-designate as a net investment hedge €300 million of its Euro debt maturing on July 8, 2025. We designate the remaining outstanding €275 million senior notes (“Euronotes”) and related accrued interest as a hedge of our Euro denominated exposures from our investments in certain of our Euro denominated functional currency subsidiaries.
Removed paragraphs (22)

Previous report

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.

Previous report

In anticipation of this One Ecolab initiative, a limited number of actions were taken in the first and second quarter of 2024. As a result, we reclassified $5.3 million ($4.0 million after tax)or $0.01 per diluted share from other restructuring to One Ecolab in the third quarter of 2024.

Previous report

In November 2022, we approved a Europe cost savings program. In February 2023, we expanded our previously announced Europe cost savings program to focus on our Institutional and Healthcare businesses in other regions. In connection with the expanded program (the “Combined Program”), we expect to incur total pre-tax charges of $195 million ($150 million after tax) or $0.52 per diluted share. We expect that these restructuring charges will be substantially completed by the end of 2024. Program actions include headcount reductions from terminations, not filling certain open positions, and facility closures. The Combined Program charges are expected to be primarily cash expenditures related to severance and asset disposals.

Previous report

In anticipation of this Combined Program, a limited number of actions were taken in the fourth quarter of 2022. As a result, we reclassified $19.3 million ($14.5 million after tax) or $0.05 per diluted share from other restructuring to the Combined Program in the first quarter of 2023.

Previous report

During the third quarter of 2024 and 2023, we recorded total Combined Program restructuring charges of$1.3 million ($0.6 million after tax) or less than $0.01 per diluted share and $24.2 million ($20.5 million after tax) or $0.07 per diluted share, respectively, and during the first nine months of 2024 and 2023, recorded$23.3 million ($17.8 million after tax), or $0.06 per diluted share and $57.3 million ($46.9 million after tax) or $0.16 per diluted share, respectively, primarily related to severance. We recorded $182.2 million ($150.7 million after tax), or $0.53 per diluted share of cumulative charges under the Combined Plan.

Previous report

We reclassified $5.3 million ($4.0 million after tax) or $0.01 per diluted share from the combined restructuring program to other restructuring activities in the second quarter of 2024.

Previous report

During 2024, we recorded restructuring charges of $10.6 million ($8.0 million after tax), or $0.03 per diluted share related to an immaterial restructuring plan approved in the second quarter. This plan became part of the One Ecolab initiative in the third quarter.

Previous report

We recognized net tax expense related to discrete tax items of $3.5 million and $2.3 million in the third quarter and first nine months of 2023, respectively. This included share-based compensation excess tax benefits of $0.8 million and $2.7 million in the third quarter and first nine months of 2023, respectively. Additionally, we recognized net tax expense related to discrete tax items of $4.3 million and $5.0 million in the third quarter and first nine months of 2023, respectively, primarily due to audit settlements, unrecognized tax benefits, provision to return adjustments, repricing of deferred tax balances, and other changes in estimates.

Previous report

The Organization for Economic Co-operation’s (“OECD”) global minimum tax regime (“Pillar Two”) became effective in certain countries where we operate starting in 2024. 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 2024 financial statements.

Previous report

Organic sales for Global Industrial increased in the third quarter and first nine months of 2024 driven by growth in all operating segments.

Previous report

Water organic sales increased 3% in both the third quarter and first nine months of 2024 reflecting good growth in downstream and in light water sales, and improved growth in heavy water sales. Light water reported sales growth driven by strong high-tech (data centers and microelectronics) growth and good growth in the food & beverage, transportation, and institutional markets. ​Heavy water recorded sales growth driven by chemical and primary metals. Downstream industry reported sales growth reflecting good performance across all segments.** **Food ​& Beverage organic sales increased 1% in both the third quarter and first nine months of 2024 as new business offset continued soft industry demand. Paper organic sales increased 2% and decreased 1% in the third quarter and first nine months of 2024, respectively, as improved sales growth reflected new business wins and stable end-market trends.

Previous report

Organic operating income and organic operating income margins both increased for Global Industrial in the third quarter and first nine months of 2024, respectively.

Previous report

Organic operating income margins increased 2.0 percentage points during the third quarter of 2024 as the 3.8 percentage point positive impact of lower delivered product costs, strong value pricing and higher volumes overcame the 2.0 percentage point impact of investments in the business. Organic operating income margins increased 2.2 percentage points during the first nine months of 2024 as the 4.7 percentage point positive impact of lower delivered product costs, strong value pricing and higher volumes overcame the 2.4 percentage point impact of investments in the business.

Previous report

At an operating segment level, Institutional organic sales increased 6% and 8% in the third quarter and first nine months of 2024, respectively, reflecting sales growth across restaurants, foodservice, lodging and long term care. Specialty organic sales increased 7% in both the third quarter and first nine months of 2024 reflecting sales growth driven by quick service and food retail.

Previous report

Organic operating income margins increased 3.8 percentage points during the third quarter of 2024, as the 5.1 percentage point positive impact from strong value pricing, lower supply chain costs, and higher volumes overcame the 1.9 percentage point impact from investments in the business. Organic operating income margins increased 6.1 percentage points during the first nine months of 2024, as the 7.6 percentage point positive impact from strong value pricing, lower supply chain costs and higher volumes overcame the 1.8 percentage point impact from investments in the business.

Previous report

Organic sales for Global Healthcare & Life Sciences increased in the third quarter and were stable in the first nine months of 2024 reflecting continued growth in Life Sciences and stable Healthcare sales.

Previous report

At an operating segment level, Healthcare organic sales were stable and decreased 2% in the third quarter and first nine months of 2024, respectively, reflecting strategic low margin business exits offset by improved pricing. Life Sciences organic sales increased 1% and 2% in the third quarter and first nine months of 2024, respectively, reflecting good underlying business momentum that offset soft near-term industry trends.​

Previous report

Organic operating income and organic operating income margins both increased in the third quarter and first nine months of 2024 for both our Global Healthcare & Life Sciences segment.

Previous report

Organic operating income margins increased 2.0 percentage points during the third quarter of 2024, as the 2.4 percentage point positive impact from strong value pricing overcame the 1.3 percentage point impacts from higher supply chain costs. Organic operating income margins increased 0.8 percentage points during the first nine months of 2024, as the 2.7 percentage point positive impact from strong value pricing overcame the 1.6 percentage point impact from investments in the business.

Previous report

Organic sales for Global Pest Elimination increased 8% and 9% in the third quarter and first nine months of 2024, respectively, driven by growth in food & beverage, food retail, restaurants and hospitality.
Reworded paragraphs (50)

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. As part of the separation of ChampionX in 2020, we 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.

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. 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.

Previous wording

When comparing third quarter 2024 against third quarter 2023, sales performance was as follows:

Current wording

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

Previous wording

When comparing third quarter 2024 against third quarter 2023, our financial performance was as follows:

Current wording

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

Previous wording

Our reported gross margin was 43.4% and 41.1% for the third quarter of 2024 and 2023, respectively. Our reported gross margin was 43.5% and 39.6% for the first nine months of 2024 and 2023, 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 44.2% and 43.3% for the first quarter 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.

Previous wording

Excluding the impact of special (gains) and charges within COS, third quarter 2024 and 2023 adjusted gross margin was 43.5% and 41.3%, respectively, and for the first nine months of 2024 and 2023 was 43.5% and 39.8%, respectively.

Current wording

Excluding the impact of special (gains) and charges within COS, first quarter 2025 and 2024 adjusted gross margin was 44.4% and 43.3%, respectively. Our adjusted gross margin increased when comparing the first quarter of 2025 against the first quarter of 2024 reflecting strong value pricing.

Previous wording

Selling, general and administrative (“SG&A”) expenses as a percentage of sales were 25.6% and 27.1% for the third quarter and first nine months of 2024, respectively, compared to 25.9% and 26.6% for the third quarter and first nine months of 2023, respectively. The SG&A ratio to sales in the third quarter of 2024 increased as sales productivity was offset by growth-oriented investments in the business.

Current wording

Selling, general and administrative (“SG&A”) expenses as a percentage of sales were 28.4% for the first quarter of 2025, compared to 28.7% for the first quarter of 2024, respectively. The SG&A ratio to sales in the first quarter of 2025 decreased as good productivity more than offset growth-oriented investments in the business.

Previous wording

We recorded restructuring charges of $17.4 million ($13.3 million after tax), or $0.05 per diluted share and $22.7 million ($17.3 million after tax), or $0.06 per diluted share during the third quarter and first nine months of 2024, respectively, primarily related to severance and professional services. In addition, we recorded non-restructuring special charges of $7.0 million ($5.2 million after tax), or $0.02 per diluted share and $16.2 million ($12.2 million after tax), or $0.04 per diluted share during the third quarter and first nine months of 2024, respectively, primarily related to professional services. We have recorded $28.0 million ($21.3 million after tax), or $0.07 per diluted share of cumulative restructuring charges and $16.2 million ($12.2 million after tax), or $0.04 per diluted share of cumulative special charges under the One Ecolab initiative.

Current wording

We recorded restructuring charges of $39.4 million ($30.5 million after tax), or $0.11 per diluted share during the first quarter of 2025, primarily related to severance. In addition, we recorded non-restructuring special charges of $4.8 million ($3.6 million after tax), or $0.01 per diluted share during the first quarter of 2025, primarily related to professional services. We have recorded $121.2 million ($93.5 million after tax), or $0.33 per diluted share of cumulative restructuring charges and $28.5 million ($21.5 million after tax), or $0.07 per diluted share of cumulative special charges under the One Ecolab initiative.

Previous wording

The net restructuring liability related to the One Ecolab initiative was $14.1 million as of September 30, 2024. 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.

Current wording

The restructuring liability related to the One Ecolab initiative was $84.7 million and $54.9 million as of March 31, 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 wording

One Ecolab has delivered $8 million of cumulative cost savings with estimated annualized cost savings of $225 million in continuing operations by 2027.

Current wording

One Ecolab has delivered $25 million of cumulative cost savings with estimated annualized cost savings of $140 million in continuing operations by 2027.

Previous wording

The net liability related to the Combined Program was $18.0 million and $43.1 million as of September 30, 2024 and December 31, 2023, 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.

Current wording

The net liability related to the Combined Program was $5.7 million and $12.8 million as of March 31, 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 wording

The restructuring liability balance for all other restructuring plans excluding the Combined Program and One Ecolab was $6.8 million as of the end of the third quarter.

Current wording

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 March 31, 2025 and December 31, 2024, respectively.

Previous wording

On April 27, 2024, we reached a definitive agreement to sell our global surgical solutions business, which closed on August 1, 2024. We recorded a gain on sale of $365.3 million ($264.2 million after tax) or ($0.92) per diluted share in 2024, as described in Note 2. 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, which are primarily related to professional fees to support the sale. We recorded charges of $4.8 million ($3.6 million after tax) or $0.01 per diluted share in the third quarter and first nine months of 2023, primarily related to professional fees to support the sale.

Current wording

On April 27, 2024, we reached a definitive agreement to sell our global surgical solutions business, which closed on August 1, 2024. We recorded charges of $1.6 million ($1.2 million after tax), or $0.01 per diluted share, and $6.0 million ($4.5 million after tax), or $0.02 per diluted share, in the first quarter of 2025 and 2024 respectively.

Previous wording

Acquisition and integration related costs reported in special (gains) and charges on the Consolidated Statements of Income include $3.5 million ($2.7 million after tax)or $0.01 per diluted share and $3.0 million ($2.2 million after tax) or $0.01 per diluted share in the third quarter of 2024 and 2023, respectively, and $8.3 million ($6.3 million after tax) or $0.02 per diluted share and $11.5 million ($8.6 million after tax) or $0.03 per diluted share in the first nine months of 2024 and 2023, respectively.

Current wording

Acquisition and integration related costs reported in special (gains) and charges on the Consolidated Statements of Income include $1.5 million ($1.1 million after tax)or less than $0.01 per diluted share and $2.5 million ($1.9 million after tax) or $0.01 per diluted share in the first quarter of 2025 and 2024, respectively.

Previous wording

Other special charges recorded in special (gains) and charges on the Consolidated Statements of Income in the third quarter of 2024 and 2023 were $3.1 million ($2.3 million after tax) or less than $0.01 per diluted share and $8.9 million ($6.7 million after tax) or $0.02 per diluted share, respectively, and in the first nine months of 2024 and 2023 were ($8.8 million) ($6.9 million gain after tax) or ($0.02) per diluted share and $19.6 million ($14.9 million after tax) or $0.05 per diluted share, respectively, primarily related to recoveries of COVID era credits, professional fees and certain legal charges.

Current wording

Other special gains recorded in special (gains) and charges on the Consolidated Statements of Income in the first quarter of 2025 and 2024 were $13.0 million ($11.3 million gain after tax) or ($0.04) per diluted share and charges of $1.6 million ($0.9 million after tax) or less than $0.01 per diluted share, respectively, aredriven by the sale of an equity method investment.

Previous wording

Our reported operating income increased 85% and 58% in the third quarter and first nine months of 2024, respectively, versus the comparable periods of 2023. Our reported operating income for 2024 and 2023 was impacted by special (gains) and charges; excluding the impact of special (gains) and charges from 2024 and 2023 reported results, our adjusted operating income increased 17% and 29% in the third quarter and first nine months of 2024, respectively.

Current wording

Our reported operating income increased 7% in the first quarter of 2025, versus the comparable period 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 8% in the first quarter of 2025.

Previous wording

As shown in the previous table, foreign currency had a 2 and 1 percentage point impact on adjusted operating income growth for the third quarter and first nine months of 2024, respectively. Foreign currency had a 1 and (2) percentage point impact on adjusted operating income growth for the third quarter and first nine months of 2023, respectively.

Current wording

As shown in the previous table, foreign currency had a 4 percentage point negative impact on adjusted operating income growth for the first quarter of 2025.

Previous wording

Reported other (income) expense decreased to ($12.9) million from ($14.5) million in the third quarter of 2024 compared to the third quarter of 2023, respectively, and decreased to ($38.1) million from ($42.0) million in the first nine months of 2024 compared to the first nine months of 2023, respectively, driven by higher pension costs.

Current wording

Reported other (income) expense increased to ($13.0) million from ($12.6) million in the first quarter of 2025 compared to the first quarter of 2024, respectively, driven by lower pension costs.

Previous wording

Reported net interest expense was $70.4 million and $74.3 million in the third quarter of 2024 and 2023, respectively, and $220.8 million and $226.3 million in the first nine months of 2024 and 2023, respectively. The decrease in net interest expense reflects the impact from higher interest income earned on cash balances.

Current wording

Reported net interest expense was $58.3 million and $71.6 million in the first quarter of 2025 and 2024, respectively. The decrease in net interest expense reflects the impact from lower interest rates and a higher cash balance.

Previous wording

Our reported tax rate was 25.0% and 19.1% for the third quarter of 2024 and 2023, respectively, and 18.9% and 19.4% for the first nine months of 2024 and 2023, respectively. The change in our tax rate for the third quarter and first nine months of 2024 versus the comparable periods of 2023 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 20.3% and 9.2% for the first quarter of 2025 and 2024, respectively. The change in our tax rate for the first quarter 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.

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, is 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 benefits related to discrete tax items of $48.2 million in the first quarter of 2024. This included a tax benefit of $41.9 million associated with transferring certain intangible property between affiliates and $8.6 million associated with share-based compensation excess tax benefits. The remaining net expense of $2.3 million is from other income tax adjustments including the impact of changes in tax laws, audit settlements, and other changes in estimates.

Previous wording

Currency translation had an unfavorable impact of approximately ($0.04) and ($0.09) per share on diluted EPS for the third quarter and first nine months of 2024, respectively, when compared to the comparable period of 2023.

Current wording

Currency translation had an unfavorable impact of approximately ($0.06) per share on diluted EPS for the first quarter of 2025 when compared to the comparable period of 2024.

Previous wording

Fixed currency net sales and operating income for the third quarter and first nine months of 2024 for our reportable segments are shown in the following tables:

Current wording

Fixed currency net sales and operating income for the first quarter of 2025 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 2024 against the third quarter and first nine months of 2023.

Current wording

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

Previous wording

Organic sales for Global Institutional & Specialty increased in the third quarter and first nine months of 2024, with strong growth in both the Institutional and Specialty divisions.

Current wording

Fixed currency sales declined 3% in the first quarter of 2025 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 in the first quarter of 2025 with strong growth in both operating segments.

Previous wording

Organic operating income and organic operating income margin both increased in the third quarter and first nine months of 2024 for our Global Institutional & Specialty segment.

Current wording

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

Previous wording

Organic operating income increased and organic operating income margins decreased for Global Pest Elimination in the third quarter 2024. Organic operating income and organic operating income margins increased for Global Pest Elimination in the first nine months of 2024.

Current wording

Organic operating income and organic operating income margins decreased for Global Pest Elimination in the first quarter 2025.

Previous wording

Organic operating income margins decreased 0.2 percentage points during the third quarter of 2024, as the 3.4 percentage point positive impact from strong value pricing was more than offset by the 5.0 percentage point impactof investments in the business. Organic operating income margins increased 0.5 percentage points during the first nine months of 2024, as the 4.7 percentage point positive impact from strong value pricing and higher volumes overcame the 4.6 percentage point impact of investments in the business.

Current wording

Organic operating income margins decreased 1.1 percentage points during the first quarter of 2025, as the 3.5 percentage point positive impact from strong pricing and higher volumes was more than offset by the 4.0 percentage point impactof investments in the business.

Previous wording

Consistent with our internal management reporting, Corporate amounts in the table on page 37 include sales to ChampionX in accordance with the transitional supply agreement entered into with the transaction post-separation, as discussed in Note 15, 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 33.

Current wording

Consistent with our internal management reporting, Corporate amounts in the table on page 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 33.

Previous wording

Total assets were $22.1 billion as of September 30, 2024, compared to total assets of $21.8 billion as of December 31, 2023.

Current wording

Total assets were $22.4 billion as of March 31, 2025 and $22.4 billion as of December 31, 2024.

Previous wording

Total liabilities were $13.5 billion as of September 30, 2024, compared to total liabilities of $13.8 billion as of December 31, 2023. Total debt was $7.6 billion as of September 30, 2024 and $8.2 billion as of December 31, 2023. See further discussion of our debt activity within the “Liquidity and Capital Resources” section of this MD&A.

Current wording

Total liabilities were $13.5 billion as of March 31, 2025, compared to total liabilities of $13.6 billion as of December 31, 2024. Total debt was $7.6 billion as of March 31, 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.

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 increased $488 million in the first nine months of 2024 compared to the first nine months of 2023, driven primarily by a $73 million net favorable change in working capital and $288 million increase in net income excluding the net gain on sale of the global surgical solutions business. The cash flow impact from working capital was primarily driven by improvement in accounts payable, partially offset by an increase in inventory, due to increased demand and anticipated disruption impacting our supply chain.

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 decreased $280 million in the first quarter of 2025 compared to the first quarter of 2024, driven primarily by a $147 million unfavorable change in working capital and $138 million unfavorable change in other liabilities. The cash flow impact from working capital was driven by an unfavorable change in accounts receivable due to customer sales mix, as well as timing impacts from accounts payable. The unfavorable change in other liabilities is driven by timing of compensation accruals and the related payments in the first quarter of 2025 versus the first quarter of 2024.

Previous wording

Cash provided by (used for) used for investing activities is primarily impacted by capital investments in the business. We continue to make capital investments in the business, including merchandising equipment, manufacturing equipment and facilities. Total capital expenditures were $635 million and $512 million in the first nine months of 2024 and 2023, respectively.

Current wording

Cash provided by (used for) 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 $238 million and $202 million in the first quarter of 2025 and 2024, respectively.

Previous wording

Total cash provided by (used for) acquisitions, net of cash acquired along with dispositions, net of cash divested, during the first nine months of 2024 and 2023, was $833 million and ($107 million), respectively. Our acquisitions are discussed further in Note 4. We continue to target strategic business acquisitions which complement our growth strategy and expect to continue to make capital investments and acquisitions in the future to support our long-term growth. Cash proceeds from dispositions, net of cash divested in the first nine months of 2024 include the divestiture of our global surgical solutions business for $890 million as discussed in Note 2.

Current wording

Cash provided by (used for) dispositions, net of cash divested in the first quarter of 2025 related to the divestiture of our global surgical solutions business was $15 million.

Previous wording

We had net issuances of commercial paper and notes payable of $3 million and zero in the first nine months of 2024 and 2023, respectively.

Current wording

We had net issuances of commercial paper and notes payable of $5 million and $7 million in the first quarter of 2025 and 2024, respectively.

Previous wording

Shares are repurchased for the purpose of partially offsetting the dilutive effect of our equity compensation plans, to manage our capital structure and to efficiently return capital to shareholders. We reacquired a total of $984 million and $12 million of shares in the first nine months of 2024 and 2023, respectively. Cash proceeds and tax benefits from stock option exercises provide a portion of the funding for repurchase activity.

Current wording

Shares are repurchased for the purpose of partially offsetting the dilutive effect of our equity compensation plans, to manage our capital structure and to efficiently return capital to shareholders. We reacquired a total of $154 million and $196 million of shares in the first quarter of 2025 and 2024, respectively. Cash proceeds and tax benefits from stock option exercises provide a portion of the funding for repurchase activity.

Previous wording

There was no long-term debt issuance activity through the first nine months of 2024 or 2023. We repaid $630 million of long-term debt in the first nine months of 2024.

Current wording

There was no long-term debt issuance activity through the first quarter of 2025 or 2024. We repaid $630 million of long-term debt in the first quarter of 2024.

Previous wording

We paid dividends of $503 million and $463 million in the first nine months of 2024 and 2023, respectively.

Current wording

We paid dividends of $192 million and $175 million in the first three months of 2025 and 2024, respectively.

Previous wording

As of September 30, 2024, we had $1,261 million of cash and cash equivalents on hand, of which $325 million was held outside of the U.S. We will continue to evaluate our cash position in light of future developments.

Current wording

As of March 31, 2025, we had $1,163 million of cash and cash equivalents on hand, of which $331 million was held outside of the U.S. We will continue to evaluate our cash position in light of future developments.

Previous wording

As of September 30, 2024, we have a $2.0 billion multi-year credit facility which expires in April 2026. The credit facility has been established with a diverse syndicate of banks and supports our U.S. and Euro commercial paper programs. The maximum aggregate amount of commercial paper that may be issued under our U.S. commercial paper program and our Euro commercial paper program may not exceed $2.0 billion. At the end of the third quarter of both 2024 and 2023, we had no outstanding commercial paper under our U.S. program nor our Euro program. There were no borrowings under our credit facility as of September 30, 2024 or 2023. As of September 30, 2024, both programs were rated A-2 by Standard & Poor’s, P-2 by Moody’s and F-1 by Fitch.

Current wording

As of December 31, 2024, the Company had a $2.0 billion multi-year revolving credit facility which was due to expire in April 2026. In March 2025, the Company entered into an amended and restated revolving credit facility which extended the maturity from April 2026 to March 2030. The credit facility has been established with a diverse syndicate of banks and supports the Company’s U.S. and Euro commercial paper programs. At the end of the first quarter of both 2025 and 2024, we had no outstanding commercial paper under our U.S. program nor our Euro program. There were no borrowings under our credit facility as of March 31, 2025 or December 31, 2024. As of March 31, 2025, both programs were rated A-2 by Standard & Poor’s, P-2 by Moody’s and F-1 by Fitch.

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Current report — wording carried from elsewhere

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, changes in uncertain tax positions, and other changes in estimates.

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

Organic operating income margins increased 0.5 percentage points during the first quarter of 2025 as the 1.3 percentage point positive impact of strong pricing and higher volumes overcame the 0.9 percentage point impact of investments in the business.
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Previous report — wording carried elsewhere

Our adjusted gross margin increased when comparing the third quarter of 2024 against the third quarter of 2023 reflecting strong value pricing and lower delivered product costs.

Previous report — wording carried elsewhere

The Combined Program has delivered $167 million of cumulative cost savings with estimated annualized cost savings of $175 million in continuing operations by 2024.