UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ECOLAB INC.
(Exact name of registrant as specified in its charter)
Delaware | 41-0231510 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
1 Ecolab Place, St. Paul, Minnesota 55102
(Address of principal executive offices)(Zip Code)
1-800-232-6522
(Registrant’s telephone number, including area code)
(Not applicable)
(Former name, former address and former fiscal year,
if changed since last report)
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 | |||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ⌧ | Accelerated filer ◻ | |
Non-accelerated filer ◻ | Smaller reporting company ☐ | |
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. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧
The number of shares of each of the registrant’s classes of Common Stock outstanding as of June 30, 2025: 283,624,912 shares, par value $1.00 per share.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
Second Quarter Ended | Six Months Ended | |||||||||||||
June 30 | June 30 | |||||||||||||
(millions, except per share amounts) | 2025 |
| 2024 |
| 2025 |
| 2024 | |||||||
Product and equipment sales | $3,156.8 | $3,173.1 | $6,058.7 | $6,159.6 | ||||||||||
Service and lease sales | 868.4 | 812.7 | 1,661.5 | 1,578.1 | ||||||||||
Net sales | 4,025.2 | 3,985.8 | 7,720.2 | 7,737.7 | ||||||||||
Product and equipment cost of sales | 1,728.4 | 1,770.6 | 3,333.8 | 3,449.8 | ||||||||||
Service and lease cost of sales | 494.4 | 470.4 | 949.2 | 919.3 | ||||||||||
Cost of sales (including special charges (a)) | 2,222.8 | 2,241.0 | 4,283.0 | 4,369.1 | ||||||||||
Selling, general and administrative expenses | 1,067.7 | 1,075.7 | 2,117.7 | 2,153.4 | ||||||||||
Special (gains) and charges | 24.6 | 12.2 | 54.1 | 40.4 | ||||||||||
Operating income | 710.1 | 656.9 |
| 1,265.4 | 1,174.8 | |||||||||
Other (income) expense | (13.0) | (12.6) | (26.0) | (25.2) | ||||||||||
Interest expense, net | 63.2 | 78.8 | 121.5 | 150.4 | ||||||||||
Income before income taxes | 659.9 | 590.7 |
| 1,169.9 | 1,049.6 | |||||||||
Provision for income taxes | 131.4 | 95.7 | 234.9 | 138.0 | ||||||||||
Net income including noncontrolling interest | 528.5 | 495.0 | 935.0 | 911.6 | ||||||||||
Net income attributable to noncontrolling interest | 4.3 | 4.1 | 8.3 | 8.6 | ||||||||||
Net income attributable to Ecolab | $524.2 | $490.9 | $926.7 | $903.0 | ||||||||||
Earnings attributable to Ecolab per common share | ||||||||||||||
Basic | $1.85 | $1.72 | $3.27 | $3.17 | ||||||||||
Diluted | $1.84 | $1.71 | $3.25 | $3.14 | ||||||||||
Weighted-average common shares outstanding | ||||||||||||||
Basic |
| 283.5 | 284.6 |
|
| 283.4 | 285.2 | |||||||
Diluted |
| 285.4 |
| 287.0 |
|
| 285.4 |
| 287.4 | |||||
| (a) | Cost of sales includes special (gains) and charges of $2.5 million and $0.7 million in the second quarter of 2025 and 2024, respectively, and $7.3 million and $2.3 million in the first six months of 2025 and 2024, respectively, which is recorded in product and equipment cost of sales. |
The accompanying notes are an integral part of the consolidated financial statements.
2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
The accompanying notes are an integral part of the consolidated financial statements.
3
CONSOLIDATED BALANCE SHEETS
(unaudited)
June 30 | December 31 | ||||||
(millions, except per share amounts) |
| 2025 | 2024 | ||||
ASSETS | |||||||
Current assets | |||||||
Cash and cash equivalents | $1,920.9 | $1,256.8 | |||||
Accounts receivable, net |
| 3,058.9 | 2,865.0 | ||||
Inventories |
| 1,569.4 | 1,464.9 | ||||
Other current assets | 526.6 | 439.0 | |||||
Total current assets |
| 7,075.8 | 6,025.7 | ||||
Property, plant and equipment, net |
| 3,938.8 | 3,752.4 | ||||
Goodwill |
| 8,047.2 | 7,907.3 | ||||
Other intangible assets, net |
| 3,197.1 | 3,308.8 | ||||
Operating lease assets | 762.8 | 723.2 | |||||
Other assets | 714.3 | 670.4 | |||||
Total assets | $23,736.0 | $22,387.8 | |||||
LIABILITIES AND EQUITY | |||||||
Current liabilities | |||||||
Short-term debt | $688.5 | $615.7 | |||||
Accounts payable |
| 1,883.5 | 1,810.0 | ||||
Compensation and benefits |
| 548.1 | 727.4 | ||||
Income taxes |
| 198.6 | 127.0 | ||||
Other current liabilities | 1,589.8 | 1,512.7 | |||||
Total current liabilities |
| 4,908.5 | 4,792.8 | ||||
Long-term debt |
| 7,522.2 | 6,949.2 | ||||
Pension and postretirement benefits |
| 617.1 | 634.9 | ||||
Deferred income taxes | 179.8 | 280.0 | |||||
Operating lease liabilities | 600.6 | 575.5 | |||||
Other liabilities | 557.2 | 366.2 | |||||
Total liabilities |
| 14,385.4 | 13,598.6 | ||||
Commitments and contingencies (Note 16) | |||||||
Equity (a) | |||||||
Common stock |
| 368.8 | 367.8 | ||||
Additional paid-in capital |
| 7,372.3 | 7,159.6 | ||||
Retained earnings |
| 12,075.1 | 11,517.1 | ||||
Accumulated other comprehensive loss |
| (2,003.3) | (1,982.0) | ||||
Treasury stock |
| (8,492.6) | (8,305.2) | ||||
Total Ecolab shareholders’ equity |
| 9,320.3 | 8,757.3 | ||||
Noncontrolling interest |
| 30.3 | 31.9 | ||||
Total equity |
| 9,350.6 | 8,789.2 | ||||
Total liabilities and equity | $23,736.0 | $22,387.8 | |||||
| (a) | Common stock, 800.0 shares authorized, $1.00 par value per share, 283.6 shares outstanding as of June 30, 2025 and 283.4 shares outstanding as of December 31, 2024. Shares outstanding are net of treasury stock. |
The accompanying notes are an integral part of the consolidated financial statements.
4
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Six Months Ended | |||||||
June 30 | |||||||
(millions) | 2025 | 2024 | |||||
OPERATING ACTIVITIES | |||||||
Net income including noncontrolling interest | $935.0 | $911.6 | |||||
Adjustments to reconcile net income to cash provided by operating activities: | |||||||
Depreciation | 327.9 | 316.9 | |||||
Amortization | 149.9 | 152.9 | |||||
Deferred income taxes | (60.7) | (137.7) | |||||
Share-based compensation expense | 75.9 | 82.9 | |||||
Pension and postretirement plan contributions | (29.0) | (30.8) | |||||
Pension and postretirement plan expense (income), net | 6.9 | 8.0 | |||||
Restructuring charges, net of cash paid | 5.4 | (9.9) | |||||
Sale of global surgical solutions business | 1.1 | - | |||||
Other, net | 6.8 | 13.6 | |||||
Changes in operating assets and liabilities, net of effect of acquisitions: | |||||||
Accounts receivable | (122.4) | (110.1) | |||||
Inventories | (76.9) | (92.3) | |||||
Other assets | 22.3 | (9.1) | |||||
Accounts payable | 7.4 | 210.1 | |||||
Other liabilities | (178.4) | (45.6) | |||||
Cash provided by operating activities | 1,071.2 | 1,260.5 | |||||
INVESTING ACTIVITIES | |||||||
Capital expenditures | (454.6) | (398.4) | |||||
Property and other assets sold | 42.4 | 3.5 | |||||
Acquisitions and investments in affiliates, net of cash acquired | (0.5) | (38.7) | |||||
Divestiture of businesses, net of cash divested | (14.9) | - | |||||
Other, net | (20.8) | (11.8) | |||||
Cash used for investing activities | (448.4) | (445.4) | |||||
FINANCING ACTIVITIES | |||||||
Net (repayments) issuances of commercial paper and notes payable | (0.8) | 1.7 | |||||
Long-term debt borrowings | 500.0 | - | |||||
Long-term debt repayments | - | (629.6) | |||||
Reacquired shares | (199.2) | (519.4) | |||||
Dividends paid | (380.0) | (340.7) | |||||
Exercise of employee stock options | 139.0 | 154.4 | |||||
Hedge settlements | - | (0.6) | |||||
Other, net | (3.3) | (1.5) | |||||
Cash used provided by (used for) financing activities | 55.7 | (1,335.7) | |||||
Effect of exchange rate changes on cash and cash equivalents | (14.4) | (8.9) | |||||
Increase (decrease) in cash and cash equivalents | 664.1 | (529.5) | |||||
Net change in cash balances classified as assets held for sale | - | (6.0) | |||||
Cash and cash equivalents, beginning of period | 1,256.8 | 919.5 | |||||
Cash and cash equivalents, end of period | $1,920.9 | $384.0 | |||||
The accompanying notes are an integral part of the consolidated financial statements.
5
CONSOLIDATED STATEMENTS OF EQUITY
(unaudited)
Second Quarter Ended June 30, 2025 and 2024 | ||||||||||||||||||||||||
(millions, except per share amounts) |
| Common |
| Additional |
| Retained |
| AOCI |
| Treasury |
| Ecolab Shareholders' |
| Non-Controlling |
| Total | ||||||||
Balance, March 31, 2024 |
| $366.8 | $6,917.6 | $10,324.5 | ($1,881.2) | ($7,522.1) |
| $8,205.6 |
| $20.0 |
| $8,225.6 | ||||||||||||
Net income | 490.9 |
| 490.9 |
| 4.1 |
| 495.0 | |||||||||||||||||
Other comprehensive income (loss) activity | (18.2) |
| (18.2) |
| (1.0) |
| (19.2) | |||||||||||||||||
Cash dividends declared (a) | (162.1) |
| (162.1) |
| (2.6) |
| (164.7) | |||||||||||||||||
Stock options and awards |
| 0.3 | 84.5 | 0.8 |
| 85.6 |
| 85.6 | ||||||||||||||||
Reacquired shares | (314.4) |
| (314.4) |
| (314.4) | |||||||||||||||||||
Balance, June 30, 2024 |
| $367.1 |
| $7,002.1 |
| $10,653.3 |
| ($1,899.4) |
| ($7,835.7) |
| $8,287.4 |
| $20.5 |
| $8,307.9 | ||||||||
Balance, March 31, 2025 |
| $368.6 | $7,298.2 | $11,735.2 | ($2,064.2) | ($8,462.0) |
| $8,875.8 |
| $27.9 |
| $8,903.7 | ||||||||||||
Net income | 524.2 |
| 524.2 |
| 4.3 |
| 528.5 | |||||||||||||||||
Other comprehensive income (loss) activity | 60.9 |
| 60.9 |
| 1.8 |
| 62.7 | |||||||||||||||||
Cash dividends declared (a) | (184.3) |
| (184.3) |
| (3.7) |
| (188.0) | |||||||||||||||||
Stock options and awards |
| 0.2 | 74.1 | 0.8 |
| 75.1 |
| 75.1 | ||||||||||||||||
Reacquired shares | (31.4) |
| (31.4) |
| (31.4) | |||||||||||||||||||
Balance, June 30, 2025 |
| $368.8 |
| $7,372.3 |
| $12,075.1 |
| ($2,003.3) |
| ($8,492.6) |
| $9,320.3 |
| $30.3 |
| $9,350.6 | ||||||||
Six Months Ended June 30, 2025 and 2024 | ||||||||||||||||||||||||
(millions, except per share amounts) |
| Common |
| Additional |
| Retained |
| AOCI |
| Treasury |
| Ecolab Shareholders' |
| Non-Controlling |
| Total | ||||||||
Balance, December 31, 2023 |
| $365.7 | $6,766.7 | $10,075.4 | ($1,850.4) | ($7,312.7) |
| $8,044.7 |
| $27.5 |
| $8,072.2 | ||||||||||||
Net income | 903.0 |
| 903.0 |
| 8.6 |
| 911.6 | |||||||||||||||||
Other comprehensive income (loss) activity | (49.0) |
| (49.0) |
| (0.5) |
| (49.5) | |||||||||||||||||
Cash dividends declared (a) | (325.1) |
| (325.1) |
| (15.1) |
| (340.2) | |||||||||||||||||
Stock options and awards |
|
| 1.4 | 235.4 | 1.4 |
| 238.2 |
| 238.2 | |||||||||||||||
Reacquired shares | (524.4) |
| (524.4) |
| (524.4) | |||||||||||||||||||
Balance, June 30, 2024 | $367.1 | $7,002.1 | $10,653.3 | ($1,899.4) | ($7,835.7) | $8,287.4 | $20.5 | $8,307.9 | ||||||||||||||||
Balance, December 31, 2024 |
| $367.8 | $7,159.6 | $11,517.1 | ($1,982.0) | ($8,305.2) |
| $8,757.3 |
| $31.9 |
| $8,789.2 | ||||||||||||
Net income | 926.7 | 926.7 | 8.3 | 935.0 | ||||||||||||||||||||
Other comprehensive income (loss) activity | (21.3) |
| (21.3) |
| 1.6 |
| (19.7) | |||||||||||||||||
Cash dividends declared (a) | (368.7) |
| (368.7) |
| (11.5) |
| (380.2) | |||||||||||||||||
Stock options and awards |
|
| 1.0 | 212.7 | 2.1 |
| 215.8 |
| 215.8 | |||||||||||||||
Reacquired shares | (189.5) |
| (189.5) |
| (189.5) | |||||||||||||||||||
Balance, June 30, 2025 | $368.8 | $7,372.3 | $12,075.1 | ($2,003.3) | ($8,492.6) | $9,320.3 | $30.3 | $9,350.6 | ||||||||||||||||
| (a) | Dividends declared per common share were $0.65 and $0.57 in the second quarter of 2025 and 2024, respectively, and $1.30 and $1.14 in the first six months of 2025 and 2024, respectively. |
The accompanying notes are an integral part of the consolidated financial statements.
6
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. CONSOLIDATED FINANCIAL INFORMATION
The unaudited consolidated financial information for the second quarter ended June 30, 2025 and 2024 reflects, in the opinion of management, all adjustments necessary for a fair statement of the financial position, results of operations, comprehensive income, equity and cash flows of Ecolab Inc. ("Ecolab" or "the Company") for the interim periods presented. Any adjustments consist of normal recurring items.
The financial results for any interim period are not necessarily indicative of results for the full year. The consolidated balance sheet data as of December 31, 2024 was derived from the audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The unaudited consolidated financial information should be read in conjunction with the consolidated financial statements and notes thereto incorporated in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on February 21, 2025.
2. SPECIAL (GAINS) AND CHARGES
Special (gains) and charges reported on the Consolidated Statements of Income include the following:
Second Quarter Ended | Six Months Ended | ||||||||||||||
June 30 | June 30 | ||||||||||||||
(millions) |
| 2025 | 2024 |
| 2025 | 2024 | |||||||||
Cost of sales | |||||||||||||||
One Ecolab | $2.5 | $- | $7.3 | $- | |||||||||||
Other restructuring | - | 0.7 | - |
| 2.3 | ||||||||||
Cost of sales subtotal | 2.5 | 0.7 | 7.3 |
| 2.3 | ||||||||||
Special (gains) and charges | |||||||||||||||
One Ecolab | 26.5 | - | 65.9 | - | |||||||||||
Other restructuring | (12.0) | 6.9 | (12.0) |
| 25.0 | ||||||||||
Sale of global surgical solutions business | 0.8 | 7.3 | 2.4 | 13.3 | |||||||||||
Acquisition and integration activities | 7.3 | 2.3 | 8.8 | 4.8 | |||||||||||
Other | 2.0 | (4.3) | (11.0) |
| (2.7) | ||||||||||
Special (gains) and charges subtotal | 24.6 | 12.2 | 54.1 |
| 40.4 | ||||||||||
Total special (gains) and charges | $27.1 | $12.9 | $61.4 | $42.7 | |||||||||||
For segment reporting purposes, special (gains) and charges are not allocated to reportable segments, which is consistent with the Company’s internal management reporting.
One Ecolab
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.
The Company recorded restructuring charges of $17.4 million ($13.2 million after tax) and $56.8 million ($43.7 million after tax) during the second quarter and first six months of 2025, respectively, primarily related to severance. In addition, the Company recorded non-restructuring special charges of $11.6 million ($8.8 million after tax) and $16.4 million ($12.4 million after tax) during the second quarter and first six months of 2025, respectively, primarily related to professional services. The Company has recorded $138.6 million ($106.7 million after tax) of cumulative restructuring charges and $40.1 million ($30.3 million after tax) of cumulative special charges under the One Ecolab initiative.
The restructuring liability related to the One Ecolab initiative was $82.1 million and $54.9 million as of June 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.
7
Restructuring activity related to the One Ecolab initiative since inception of the underlying actions includes the following items:
Other restructuring
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.
Combined Program
In November 2022, the Company approved a Europe cost savings program and subsequently expanded the program to focus on its 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). Subsequent to the completion of the Combined Program, the Company finalized the sale of a facility, resulting in a gain of $12 million ($9.2 million after tax) in the second quarter of 2025.
The net liability related to the Combined Program was $4.4 million and $12.8 million as of June 30, 2025 and December 31, 2024, respectively. Net cash payments were $1.2 million and $8.3 million in the second quarter and first six months of 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.
Restructuring activity related to the Combined Program since inception of the underlying actions includes the following items:
Other Restructuring Activities
The restructuring liability balance for all other restructuring plans excluding the Combined Program and One Ecolab was $5.0 million and $6.5 million as of June 30, 2025 and December 31, 2024, respectively.
Sale of global surgical solutions business
On April 27, 2024, the Company reached a definitive agreement to sell its global surgical solutions business, which closed on August 1, 2024. The Company recorded charges of $0.8 million ($0.6 million after tax) and $2.4 million ($1.8 million after tax) in the second quarter and first six months of 2025, respectively. The Company recorded charges of $7.3 million ($3.1 million gain after tax) and $13.3 million ($1.4 million after tax) in the second quarter and first six months of 2024, respectively.
Acquisition and integration related costs
Acquisition and integration related costs reported in special (gains) and charges on the Consolidated Statements of Income include $7.3 million ($5.6 million after tax) and $2.3 million ($1.7 million after tax) in the second quarter of 2025 and 2024, respectively, and $8.8 million ($6.7 million after tax) and $4.8 million ($3.6 million after tax) in the first six months of 2025 and 2024, respectively.
8
Other operating activities
Other special gains recorded in special (gains) and charges on the Consolidated Statements of Income in the second quarter of 2025 and 2024 were $2.0 million ($1.6 million after tax) and charges of ($4.3 million) ($3.1 million gain after tax), respectively. Other special gains recorded in special (gains) and charges on the Consolidated Statements of Income in the first six months of 2025 and 2024 were $(11.0 million) ($9.7 million gain after tax) and ($2.7 million) ($2.2 million gain after tax), respectively, primarily related to the sale of an equity method investment.
3. ACQUISITIONS
The Company makes business acquisitions that align with its strategic business objectives. The assets and liabilities of acquired businesses are recorded in the Consolidated Balance Sheets based on estimates of the fair value of assets acquired, liabilities assumed and noncontrolling interests acquired as of the acquisition date. Goodwill is recognized in the amount that the purchase consideration paid exceeds the fair value of the net assets acquired. Purchase consideration includes both cash paid and the fair value of noncash consideration exchanged, including stock and/or contingent consideration, and is reduced by the amount of cash or cash equivalents acquired.
In May 2024, the Company completed an immaterial acquisition which became part of the Global Pest Elimination reporting segment. The purchase accounting for this acquisition was finalized in the second quarter of 2025.
No acquisitions occurred during the first six months of 2025 or the first quarter of 2024. The following table summarizes the acquisition date fair value of net assets acquired from the Company’s acquisitions during the second quarter of 2024:
During the first six months of 2025, the Company recorded adjustments associated with the finalization of the purchase accounting for its 2024 acquisitions. As a result of these purchase accounting adjustments, the Company made $0.4 million of acquisition-related payments, net tangible assets acquired decreased by $0.6 million, and goodwill increased by $1.0 million.
No identifiable intangible assets were acquired during the first six months of 2025. The weighted average useful life of identifiable intangible assets acquired during the first six months of 2024 was 9 years.
9
4. BALANCE SHEETS INFORMATION
June 30 | December 31 | |||||||
(millions) |
| 2025 | 2024 | |||||
Accounts receivable, net | ||||||||
Accounts receivable | $3,182.2 | $2,987.5 | ||||||
Allowance for expected credit losses and other accruals | (123.3) | (122.5) | ||||||
Total | $3,058.9 | $2,865.0 | ||||||
Inventories | ||||||||
Finished goods | $1,054.7 | $962.2 | ||||||
Raw materials and parts | 611.9 | 607.4 | ||||||
Inventories at FIFO cost | 1,666.6 | 1,569.6 | ||||||
FIFO cost to LIFO cost difference | (97.2) | (104.7) | ||||||
Total | $1,569.4 | $1,464.9 | ||||||
Other current assets | ||||||||
Prepaid assets | $180.9 | $151.4 | ||||||
Taxes receivable | 179.7 | 163.3 | ||||||
Derivative assets | 5.1 | 13.4 | ||||||
Other | 160.9 | 110.9 | ||||||
Total | $526.6 | $439.0 | ||||||
Property, plant and equipment, net | ||||||||
Land | $143.5 | $144.5 | ||||||
Buildings and leasehold improvements | 1,185.3 | 1,152.8 | ||||||
Machinery and equipment | 2,361.6 | 2,248.5 | ||||||
Dispensing and monitoring equipment (1) | 3,118.7 | 2,925.3 | ||||||
Capitalized software | 1,154.2 | 1,037.8 | ||||||
Construction in progress | 682.9 | 679.3 | ||||||
8,646.2 | 8,188.2 | |||||||
Accumulated depreciation | (4,707.4) | (4,435.8) | ||||||
Total | $3,938.8 | $3,752.4 | ||||||
Other intangible assets, net | ||||||||
Intangible assets not subject to amortization | ||||||||
Trade names | $1,230.0 | $1,230.0 | ||||||
Intangible assets subject to amortization | ||||||||
Customer relationships | 3,351.4 | 3,279.8 | ||||||
Patents | 511.9 | 504.6 | ||||||
Trademarks | 376.6 | 371.9 | ||||||
Other technologies | 544.6 | 541.8 | ||||||
4,784.5 | 4,698.1 | |||||||
Accumulated amortization | ||||||||
Customer relationships | (1,960.1) | (1,814.1) | ||||||
Patents | (354.6) | (340.6) | ||||||
Trademarks | (254.6) | (236.3) | ||||||
Other technologies | (248.1) | (228.3) | ||||||
(2,817.4) | (2,619.3) | |||||||
Net intangible assets subject to amortization | 1,967.1 | 2,078.8 | ||||||
Total | $3,197.1 | $3,308.8 | ||||||
Other assets | ||||||||
Deferred income taxes | $183.8 | $155.5 | ||||||
Pension | 166.2 | 151.0 | ||||||
Derivative asset | 0.5 | 45.1 | ||||||
Other | 363.8 | 318.8 | ||||||
Total | $714.3 | $670.4 | ||||||
(1) Dispensing and monitoring equipment was previously referred to as merchandising and customer equipment.
10
5. DEBT AND INTEREST
Short-term Debt
The following table provides the components of the Company’s short-term debt obligations as of June 30, 2025 and December 31, 2024.
June 30 | December 31 | |||||||
(millions) |
| 2025 | 2024 | |||||
Short-term debt | ||||||||
Notes payable | $2.8 | $3.6 | ||||||
Long-term debt, current maturities | 685.7 | 612.1 | ||||||
Total | $688.5 | $615.7 | ||||||
Lines of Credit
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. There were no borrowings under the Company’s credit facility as of either June 30, 2025 or December 31, 2024.
Commercial Paper
The Company’s commercial paper program is used as a potential source of liquidity and consists of a $2.0 billion U.S. commercial paper program and a $2.0 billion Euro commercial paper program. The maximum aggregate amount of commercial paper that may be issued by the Company under its commercial paper programs may not exceed $2.0 billion.
The Company had no outstanding commercial paper under its U.S. and Euro commercial paper programs as of June 30, 2025 or December 31, 2024.
Notes Payable
The Company’s notes payable consists of uncommitted credit lines with major international banks and financial institutions, primarily to support global cash pooling structures. As of June 30, 2025 and December 31, 2024, the Company had $2.8 million and $3.6 million, respectively, outstanding under these credit lines.
11
Long-term Debt
The following table provides the components of the Company’s long-term debt obligations, including current maturities, as of June 30, 2025 and December 31, 2024.
|
|
|
| |||||||
Maturity | June 30 | December 31 | ||||||||
(millions) | by Year | 2025 | 2024 | |||||||
Long-term debt | ||||||||||
Public notes (2025 principal amount) | ||||||||||
Ten year 2015 senior notes (€575 million) | 2025 | $676.0 | $607.8 | |||||||
Ten year 2016 senior notes ($750 million) | 2026 | 739.9 | 735.2 | |||||||
Ten year 2017 senior notes ($500 million) | 2027 | 470.0 | 456.5 | |||||||
Six Year 2021 senior notes ($500 million) | 2027 | 498.6 | 498.2 | |||||||
Five Year 2022 senior notes ($500 million) | 2028 | 496.3 | 495.6 | |||||||
Three Year 2025 senior notes ($500 million) | 2028 | 496.0 | - | |||||||
Ten year 2020 senior notes ($698 million) | 2030 | 673.6 | 657.2 | |||||||
Ten year 2020 senior notes ($600 million) | 2031 | 569.2 | 559.3 | |||||||
Eleven year 2021 senior notes ($650 million) | 2032 | 646.1 | 645.8 | |||||||
Thirty year 2011 senior notes ($389 million) | 2041 | 385.1 | 385.0 | |||||||
Thirty year 2016 senior notes ($200 million) | 2046 | 197.5 | 197.5 | |||||||
Thirty year 2017 senior notes ($484 million) | 2047 | 429.0 | 428.2 | |||||||
Thirty year 2020 senior notes ($500 million) | 2050 | 491.6 | 491.4 | |||||||
Thirty year 2021 senior notes ($850 million) | 2051 | 839.9 | 839.7 | |||||||
Thirty-four year 2021 senior notes ($685 million) | 2055 | 542.3 | 541.2 | |||||||
Finance lease obligations and other | 56.8 | 22.7 | ||||||||
Total debt | 8,207.9 | 7,561.3 | ||||||||
Long-term debt, current maturities | (685.7) | (612.1) | ||||||||
Total long-term debt | $7,522.2 | $6,949.2 | ||||||||
Public Notes and Other
In June 2025, the Company issued $500 million aggregate principal three-year fixed rate notes with a coupon rate of 4.30%, and an effective interest rate of 4.36%. The proceeds were used for general corporate purposes.
The Company’s public notes may be redeemed by the Company at its option at redemption prices that include accrued and unpaid interest and a make-whole premium. Upon the occurrence of a change of control accompanied by a downgrade of the public notes below investment grade rating, within a specified time period, the Company would be required to offer to repurchase the public notes at a price equal to 101% of the aggregate principal amount thereof, plus any accrued and unpaid interest to the date of repurchase. The public notes are senior unsecured and unsubordinated obligations of the Company and rank equally with all other senior and unsubordinated indebtedness of the Company.
In June 2025, one of the Company’s Chinese subsidiaries entered into a construction loan facility that provides up to 1.1 billion in Chinese Yuan (“CNY”) ($156 million) of proceeds to fund capital expenditures. This loan facility has a tenor of 13 years and is secured by certain assets of its Chinese subsidiaries. Any borrowings under this facility are included in Finance lease obligations and other in the table above.
Subsequent Event
In July 2025, the Company repaid in full €575 million ($674 million) on its ten year 2015 senior notes.
Covenants
The Company is in compliance with all covenants under the Company’s outstanding indebtedness as of June 30, 2025.
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Net Interest Expense
Interest expense and interest income recognized during the second quarter and first six months of 2025 and 2024 were as follows:
Second Quarter Ended | Six Months Ended | ||||||||||||||
June 30 | June 30 | ||||||||||||||
(millions) |
| 2025 | 2024 | 2025 | 2024 | ||||||||||
Interest expense | $76.2 | $80.2 | $148.8 | $174.7 | |||||||||||
Interest income |
| (13.0) | (1.4) |
| (27.3) | (24.3) |
| ||||||||
Interest expense, net | $63.2 | $78.8 | $121.5 | $150.4 | |||||||||||
Interest expense generally includes the expense associated with the interest on the Company’s outstanding borrowings, including the impact of the Company’s interest rate swap agreements. Interest expense also includes the amortization of debt issuance costs and debt discounts, which are both recognized over the term of the related debt.
6. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
Goodwill arises from the Company’s acquisitions and represents the excess of the fair value of the purchase consideration exchanged over the fair value of net assets acquired. The Company’s reporting units are its seven operating segments. The Company assesses goodwill for impairment on an annual basis during the second quarter. If circumstances change or events occur that demonstrate it is more likely than not that the carrying amount of a reporting unit exceeds its fair value, the Company completes an interim goodwill assessment of that reporting unit prior to the next annual assessment. If the results of an annual or interim goodwill assessment demonstrate the carrying amount of a reporting unit is greater than its fair value, the Company will recognize an impairment loss for the amount by which the reporting unit’s carrying amount exceeds its fair value, but not to exceed the carrying amount of goodwill assigned to that reporting unit.
During the second quarter of 2025, the Company completed its annual goodwill impairment assessment for its reporting units using discounted cash flow analyses that incorporated assumptions regarding future growth rates, terminal values and discount rates. The Company’s goodwill impairment assessments for 2025 indicated the estimated fair values of each of these seven reporting units exceeded the carrying amounts of the respective reporting unit by a significant margin. There has been no impairment of goodwill in any of the periods presented.
The changes in the carrying amount of goodwill for each of the Company's reportable segments during the second quarter ended June 30, 2025 were as follows:
| (a) | Relates to reclassifications made to reportable segments in the current year. 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. |
| (b) | Represents measurement period adjustments to purchase price allocations for acquisitions deemed preliminary as of the end of the prior year. |
Other Intangible Assets
The Nalco trade name is the Company’s only indefinite life intangible asset, which is tested for impairment on an annual basis during the second quarter. During the second quarter of 2025, the Company completed its annual impairment assessment of the Nalco trade name using the relief from royalty discounted cash flow method, which incorporates assumptions regarding future sales projections, royalty rates and discount rates. The Company’s Nalco trade name impairment assessment for 2025 indicated the estimated fair value of the Nalco trade name exceeded its $1.2 billion carrying amount by a significant margin. There has been no impairment of the Nalco trade name intangible since it was acquired.
13
The Company’s intangible assets subject to amortization include customer relationships, trademarks, patents and other technologies primarily acquired through business acquisitions. The fair value of intangible assets acquired in business acquisitions are estimated primarily using discounted cash flow valuation methods at the time of acquisition. Intangible assets are amortized on a straight-line basis over their estimated lives. Total amortization expense related to intangible assets during the second quarter of 2025 and 2024 was $75.0 million and $75.1 million, respectively, and during the first six months of 2025 and 2024 was $149.9 million and $152.9 million, respectively. Amortization expense related to intangible assets for the remaining six-month period of 2025 is expected to be approximately $150.1 million.
7. FAIR VALUE MEASUREMENTS
The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, contingent consideration obligations, commercial paper, notes payable, foreign currency forward contracts, interest rate swap agreements, cross-currency swap derivative contracts and long-term debt.
Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. A hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring the most observable inputs be used when available. The hierarchy is broken down into three levels:
Level 1 - Inputs are quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.
Level 2 - Inputs include observable inputs other than quoted prices in active markets.
Level 3 - Inputs are unobservable inputs for which there is little or no market data available.
The carrying amount and the estimated fair value for assets and liabilities measured on a recurring basis were:
December 31, 2024 | ||||||||||||||||
(millions) | Carrying | Fair Value Measurements | ||||||||||||||
| Amount |
| Level 1 | Level 2 |
| Level 3 | ||||||||||
Assets | ||||||||||||||||
Foreign currency forward contracts |
|
| $38.4 | $- |
| $38.4 |
| $- | ||||||||
Cross-currency swap derivative contracts | 119.0 | - | 119.0 | - | ||||||||||||
|
| |||||||||||||||
Liabilities | ||||||||||||||||
Foreign currency forward contracts | 28.0 | - | 28.0 | - | ||||||||||||
Interest rate swap agreements | 138.5 | - | 138.5 | - | ||||||||||||
Cross-currency swap derivative contracts | 56.4 | - | 56.4 | - | ||||||||||||
The carrying value of foreign currency forward contracts is at fair value, which is determined based on foreign currency exchange rates as of the balance sheet date and classified within Level 2. The carrying value of interest rate swap agreements is at fair value, which is determined based on current forward interest rates as of the balance sheet date and are classified within Level 2. The cross-currency swap derivative contracts are used to partially hedge the Company’s net investments in foreign operations against adverse movements in exchange rates between the U.S. dollar and the Euro, the U.S. dollar and CNH (CNH is the Chinese Yuan traded in the offshore market) and the U.S. dollar and the Canadian dollar (CAD). The carrying value of the cross-currency swap derivative contracts is at fair value, which is determined based on the income approach with the relevant interest rates and foreign currency current exchange rates and forward curves as inputs as of the balance sheet date and are classified within Level 2. For purposes of fair value disclosure above, derivative values are presented gross. Further discussion of gross versus net presentation of the Company's derivatives is within Note 8.
Contingent consideration obligations are recognized and measured at fair value at the acquisition date and thereafter until settlement or expiration. Contingent consideration is classified within Level 3 as the underlying fair value is determined using income-based valuation approaches appropriate for the terms and conditions of each respective contingent consideration. The consideration expected to be transferred is based on the Company’s expectations of various financial measures. The ultimate payment of contingent consideration could deviate from current estimates based on the actual results of these financial measures. Contingent consideration was not material to the Company’s consolidated financial statements.
The carrying values of accounts receivable, accounts payable, cash and cash equivalents, commercial paper and notes payable approximate fair value because of their short maturities and as such are classified within Level 1.
14
The fair value of long-term debt is based on quoted market prices for the same or similar debt instruments (classified as Level 2). The carrying amount, which includes adjustments related to the impact of interest rate swap agreements, premiums and discounts, and deferred debt issuance costs, and the estimated fair value of long-term debt, including current maturities, held by the Company were:
June 30, 2025 | December 31, 2024 | ||||||||||||||
Carrying | Fair | Carrying | Fair | ||||||||||||
| Amount |
| Value |
| Amount |
| Value | ||||||||
Long-term debt, including current maturities | $8,207.9 | $7,379.3 | $7,561.3 | $6,662.1 | |||||||||||
8. DERIVATIVES AND HEDGING TRANSACTIONS
The Company uses foreign currency forward contracts, interest rate swap agreements, cross-currency swap derivative contracts and foreign currency debt to manage risks associated with foreign currency exchange rates, interest rates and net investments in foreign operations. The Company does not hold derivative financial instruments of a speculative nature or for trading purposes. The Company records derivatives as assets and liabilities in the Consolidated Balance Sheets at fair value. Changes in fair value are recognized immediately in earnings unless the derivative qualifies and is designated as a hedge. Cash flows from derivatives are classified in the Consolidated Statements of Cash Flows in the same category as the cash flows from the items subject to designated hedge or undesignated (economic) hedge relationships. The Company evaluates hedge effectiveness at inception and on an ongoing basis. If a derivative is no longer expected to be effective, hedge accounting is discontinued.
The Company is exposed to credit risk in the event of nonperformance of counterparties for foreign currency forward exchange contracts and interest rate swap agreements. The Company monitors its exposure to credit risk by using credit approvals and credit limits and by selecting major global banks and financial institutions as counterparties. The Company does not anticipate nonperformance by any of these counterparties, and therefore, recording a valuation allowance against the Company’s derivative balance is not considered necessary.
Derivative Positions Summary
Certain of the Company’s derivative transactions are subject to master netting arrangements that allow the Company to net settle contracts with the same counterparties. These arrangements generally do not call for collateral and as of the applicable dates presented in the following table, no cash collateral had been received or related to the underlying derivatives.
The respective net amounts are included in other current assets, other assets, other current liabilities and other liabilities on the Consolidated Balance Sheets.
The following table summarizes the gross fair value and the net value of the Company’s outstanding derivatives:
The following table summarizes the notional values of the Company’s outstanding derivatives:
Notional Values | ||||||||
June 30 | December 31 | |||||||
(millions) |
| 2025 |
| 2024 | ||||
Foreign currency forward contracts | $2,778 | $3,175 | ||||||
Interest rate swap agreements | 1,500 | 1,500 | ||||||
Cross-currency swap derivative contracts | 4,251 | 2,745 | ||||||
15
Cash Flow Hedges
The Company utilizes foreign currency forward contracts to hedge the effect of foreign currency exchange rate fluctuations on forecasted foreign currency transactions, including inventory purchases and intercompany royalty, intercompany loans, management fee and other payments. These forward contracts are designated as cash flow hedges. The changes in fair value of these contracts are recorded in accumulated other comprehensive income (loss) (“AOCI”) until the hedged items affect earnings, at which time the gain or loss is reclassified into the same line item in the Consolidated Statements of Income as the underlying exposure being hedged. Cash flow hedged transactions impacting AOCI are forecasted to occur within the next . For forward contracts designated as hedges of foreign currency exchange rate risk associated with forecasted foreign currency transactions, the Company excludes the changes in fair value attributable to time value from the assessment of hedge effectiveness. The initial value of the excluded component (i.e., the forward points) is amortized on a straight-line basis over the life of the hedging instrument and recognized in the same line item in the Consolidated Statements of Income as the underlying exposure being hedged for intercompany loans. For all other cash flow hedge types, the forward points are mark-to-market monthly and recognized in the same line item in the Consolidated Statements of Income as the underlying exposure being hedged. The difference between fair value changes of the excluded component and the amount amortized in the Consolidated Statements of Income is recorded in AOCI.
Fair Value Hedges
The Company manages interest expense using a mix of fixed and floating rate debt. To help manage exposure to interest rate movements and to reduce borrowing costs, the Company may enter into interest rate swaps under which the Company agrees to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed upon notional principal amount. The mark-to-market of these fair value hedges is recorded as gains or losses in interest (income) expense and is offset by the gain or loss of the underlying debt instrument, which also is recorded in interest (income) expense. These fair value hedges are highly effective and thus, there is no impact on earnings due to hedge ineffectiveness.
In aggregate, the Company has entered into a series of interest rate swap agreements to convert $1.5 billion of its debt from a fixed interest rate to a floating interest rate. The fixed interest rates range from 1.3% to 4.8% and mature between 2026 and 2031. These interest rate swap agreements are designated as fair value hedges.
The following amounts were recorded in the Consolidated Balance Sheets related to cumulative basis adjustments for fair value hedges:
Net Investment Hedges
Euronotes
In April 2025 and June 2025, the Company elected to de-designate as a net investment hedge €300 million and €236 million, respectively, of its ten year 2015 senior notes maturing July 2025 (“Euronotes”). The Company designated its remaining outstanding €39 million Euronotes and related accrued interest as a hedge of its Euro denominated exposures from its investments in certain of its Euro denominated functional currency subsidiaries as of June 30, 2025. In July 2025 upon repayment of the €575 million ($674 million) on the Euronotes, the Company settled the remaining €39 million net investment hedge related to the Euronotes.
Cross-currency swap derivative contracts
In the second quarter of 2025, the Company entered into Euro cross-currency swap derivative contracts with an aggregate notional amount of €400 million, and Chinese Yuan cross-currency swap derivative contracts with an aggregate notional amount of CNH 1,080 million. In aggregate, the Company maintains Euro (“€”), Chinese Yuan (“CNH”), and Canadian dollar (“CAD”) cross-currency swap derivative contracts that are designated as net investment hedges of the Company’s related foreign currency denominated exposures from the Company’s investments in certain subsidiaries denominated in such functional currencies. As of June 30, 2025, the Company had €2,275 million ($2,581 million), CNH 4,699 million ($657 million), and CAD 280 million ($206 million) cross-currency swap derivative contracts outstanding as a hedge of the Company’s net investment in foreign operations.
The cross-currency swap derivative contracts exchange fixed-rate payments in one currency for fixed-rate payments in another currency. The changes in the spot rate of these instruments are recorded in AOCI in stockholders’ equity, partially offsetting the foreign currency translation adjustment of the Company’s related net investment that is also recorded in AOCI. Amounts excluded from the assessment of effectiveness are recognized in interest expense on a straight-line basis over the term of the hedge. The interest income or expense from these swaps are recorded in interest expense on the accompanying Consolidated Statements of Income consistent with the classification of interest expense attributable to the underlying debt.
16
The revaluation gains and losses on the Euronotes and cross-currency swap derivative contracts, which are designated and effective as hedges of the Company’s net investments, have been included as a component of the cumulative translation adjustment account, and were as follows:
Derivatives Not Designated as Hedging Instruments
The Company also uses foreign currency forward contracts to offset its exposure to the change in value of certain foreign currency denominated assets and liabilities held at foreign subsidiaries, primarily receivables and payables, which are remeasured at the end of each period. Although the contracts are effective economic hedges, they are not designated as accounting hedges. Therefore, changes in the value of these derivatives are recognized immediately in earnings, thereby offsetting the current earnings effect of the related foreign currency denominated assets and liabilities.
Effect of all Derivative Instruments on Income
The gain (loss) of all derivative instruments recognized in product and equipment cost of sales (“COS”), selling, general and administrative expenses (“SG&A”) and interest expense, net (“interest”) is summarized below:
Second Quarter Ended | ||||||||||||||||
June 30 | ||||||||||||||||
2025 | 2024 | |||||||||||||||
(millions) | COS | SG&A | Interest |
| COS | SG&A | Interest | |||||||||
Gain (loss) on derivatives designated as hedging instruments: | ||||||||||||||||
Foreign currency forward contracts | ||||||||||||||||
Amount of gain (loss) reclassified from AOCI to income | $2.6 | $0.2 | $- | $1.2 | $1.3 | $- | ||||||||||
Amount excluded from the assessment of effectiveness recognized in earnings based on changes in fair value | - | - | - | - | - | - | ||||||||||
Interest rate swap agreements | ||||||||||||||||
- | - | (0.4) | - | - | (0.4) | |||||||||||
Gain (loss) on derivatives not designated as hedging instruments: | ||||||||||||||||
Foreign currency forward contracts | ||||||||||||||||
- | (0.9) | - | - | (5.4) | - | |||||||||||
Total gain (loss) of all derivative instruments | $2.6 | ($0.7) | ($0.4) | $1.2 | ($4.1) | ($0.4) | ||||||||||
Six Months Ended | ||||||||||||||||
June 30 | ||||||||||||||||
2025 | 2024 | |||||||||||||||
(millions) | COS | SG&A | Interest |
| COS | SG&A | Interest | |||||||||
Gain (loss) on derivatives designated as hedging instruments: | ||||||||||||||||
Foreign currency forward contracts | ||||||||||||||||
Amount of gain (loss) reclassified from AOCI to income | $4.7 | $1.4 | $- | $1.2 | $2.0 | $- | ||||||||||
Amount excluded from the assessment of effectiveness recognized in earnings based on changes in fair value | - | - | - | - | - | - | ||||||||||
Interest rate swap agreements | ||||||||||||||||
- | - | (0.9) | - | - | (0.9) | |||||||||||
Gain (loss) on derivatives not designated as hedging instruments: | ||||||||||||||||
Foreign currency forward contracts | ||||||||||||||||
- | (1.4) | - | - | (5.0) | - | |||||||||||
Total gain (loss) of all derivative instruments | $4.7 | $- | ($0.9) | $1.2 | ($3.0) | ($0.9) | ||||||||||
17
9. OTHER COMPREHENSIVE INCOME (LOSS) INFORMATION
Other comprehensive income (loss) includes net income, foreign currency translation adjustments, defined benefit pension and postretirement plan adjustments, gains and losses on derivative instruments designated and effective as cash flow hedges and non-derivative instruments designated and effective as foreign currency net investment hedges that are charged or credited to the accumulated other comprehensive loss account in shareholders’ equity. Refer to Note 8 for additional information related to the Company’s derivatives and hedging transactions. Refer to Note 13 for additional information related to the Company’s pension and postretirement benefits activity.
The following tables provide other comprehensive income information related to the Company’s derivatives and hedging instruments and pension and postretirement benefits:
The following table summarizes the derivative and pension and postretirement benefit amounts reclassified from AOCI into income:
10. SHAREHOLDERS’ EQUITY
Share Repurchase Authorization
In November 2022, the Company’s Board of Directors authorized the repurchase of up to 10,000,000 shares of its common stock, including shares to be repurchased under Rule 10b5–1. As of June 30, 2025, 8,051,273 shares remained to be repurchased under the Company’s repurchase authorization. The Company intends to repurchase all shares under its authorization, for which no expiration date has been established, in open market or privately negotiated transactions, subject to market conditions.
Share Repurchases
During the first six months of 2025, the Company reacquired 801,780 shares of its common stock, of which 730,312 related to share repurchases through open market and 71,468 related to shares withheld for taxes on the exercise of stock options and the vesting of stock awards and units.
During the first six months of 2024, the Company reacquired 2,285,183 shares of its common stock, of which 2,196,702 related to share repurchases through open market and 88,481 related to shares withheld for taxes on the exercise of stock options and the vesting of stock awards and units.
18
11. EARNINGS ATTRIBUTABLE TO ECOLAB PER COMMON SHARE (“EPS”)
The difference in the weighted average common shares outstanding for calculating basic and diluted EPS is a result of the dilution associated with the Company’s equity compensation plans. As noted in the table below, certain stock options and units outstanding under these equity compensation plans were not included in the computation of diluted EPS because they would not have had a dilutive effect.
The computations of the basic and diluted EPS amounts were as follows:
12. INCOME TAXES
The Company’s tax rate was 19.9% and 16.2% for the second quarter of 2025 and 2024, respectively, and 20.1% and 13.1% for the first six months of 2025 and 2024, respectively. The change in the Company’s tax rate for the second quarter and first six months of 2025 compared to the second quarter and first six months of 2024 was driven primarily by the impact of discrete tax items and special (gains) and charges. Further information related to special (gains) and charges is included in Note 2.
The Company recognized net tax benefits related to discrete tax items of $5.0 million and $5.5 million in the second quarter and first six months of 2025, respectively. This included a tax benefit of $2.6 million and $9.9 million in the second quarter and first six months of 2025, respectively, associated with share-based compensation excess tax benefits. The remaining net tax benefit of $2.4 million and net tax expense of $4.4 million in the second quarter and first six months of 2025, respectively, is from the filing of foreign tax returns, audit settlements, unrecognized tax benefits, and other changes in estimates.
The Company recognized net tax benefits related to discrete tax items of $10.3 million and $58.5 million in the second quarter and first six months of 2024, respectively. This included a tax benefit of $41.9 million in the first six months of 2024 associated with transferring certain intangible property between affiliates and $3.7 million and $12.3 million in the second quarter and first six months of 2024, respectively, associated with share-based compensation excess tax benefits. The remaining net benefit of $6.6 million and $4.3 million in the second quarter and first six months of 2024, respectively, was from other income tax adjustments including the impact of changes in tax laws, audit settlements, unrecognized tax benefits and other changes in estimates.
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. The Company is currently assessing the impact of OBBBA on its consolidated financial statements.
The Organization for Economic Co-operation’s (“OECD”) global minimum tax regime (“Pillar Two”) is effective in certain countries where the Company operates. As such, an estimate of Pillar Two tax has been considered within the provision for income taxes. The Company continues to monitor these legislative developments, but based on information available does not anticipate material impacts to the 2025 financial statements.
19
13. PENSION AND POSTRETIREMENT PLANS
The Company has a non-contributory, qualified, defined benefit pension plan covering the majority of its U.S. employees. The Company also has non-contributory, non-qualified, defined benefit pension plans, which provide for benefits to employees in excess of limits permitted under its U.S. pension plans. Various international subsidiaries also have defined benefit pension plans. The Company also provides postretirement health care and life insurance benefits to certain U.S. employees and retirees.
The components of net periodic pension and postretirement health care benefit expense for the second quarter ended June 30 are as follows:
The components of net periodic pension and postretirement health care benefit expense for the six months ended June 30 are as follows:
Service cost is included as employee compensation cost in either cost of sales or selling, general and administrative expenses on the Consolidated Statements of Income based on employee roles, while non-service components are included in other (income) expense in the Consolidated Statements of Income.
As of June 30, 2025, the Company is in compliance with all funding requirements of each of its defined benefit plans.
During the first six months of 2025, the Company made contributions of $4 million to its U.S. non-contributory non-qualified defined benefit plans and it will contribute an additional $5 million to such plans during the remainder of 2025.
During the first six months of 2025, the Company made contributions of $20 million to its international pension plans and estimates it will contribute an additional $24 million to such plans during the remainder of 2025.
During the first six months of 2025, the Company made contributions of $5 million to its U.S. postretirement health care plans and estimates it will contribute an additional $5 million to such plans during the remainder of 2025.
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14. REVENUES
Revenue Recognition
Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing service.
Product and Sold Equipment
Product revenue is generated from sales of cleaning, sanitizing, water treatment, process treatment and colloidal silica products. In addition, the Company sells equipment which may be used in combination with its specialized products. Revenue from product and sold equipment is recognized when obligations under the terms of a contract with the customer are satisfied, which generally occurs with the transfer of the product or delivery of the equipment.
Service and Lease Equipment
Service and lease equipment revenue is generated from providing services or leasing equipment to customers. Service offerings include installing or repairing certain types of equipment, activities that supplement or replace headcount at the customer location, or fulfilling deliverables included in the contract. Global Water segment services are associated with water treatment and paper process applications. Global Institutional & Specialty segment services include cleaning and sanitizing programs and wash process solutions. Global Life Sciences segment services include pharmaceutical, personal care, infection and containment control solutions. Revenues included in Global Pest Elimination primarily relate to services designed to detect, eliminate and prevent pests. Revenue from service and leased equipment is recognized when the services are provided, or the customer receives the benefit from the leased equipment, which is over time. Service revenue is recognized over time utilizing an input method and aligns with when the services are provided. Typically, revenue is recognized using costs incurred to date because the effort provided by the field selling and service organization represents services provided, which corresponds with the transfer of control. Revenue for leased equipment is accounted for under Topic 842 Leases and recognized on a straight-line basis over the length of the lease contract.
Other Considerations
Contracts with customers may include multiple performance obligations. For contracts with multiple performance obligations, the consideration is allocated between products and services based on their stand-alone selling prices. Stand-alone selling prices are generally based on the prices charged to customers when the good or service is not bundled with other product or services or using an expected cost plus margin. Judgment is used in determining the amount of service that is embedded within the Company’s contracts, which is based on the amount of time spent on the performance obligation activities. The level of effort, including the estimated margin that would be charged, is used to determine the amount of service revenue. Depending on the terms of the contract, the Company defers the recognition of revenue when a future performance obligation has not yet occurred.
Taxes assessed by a governmental authority that are both imposed on, and concurrent with, a specific revenue-producing transaction, which are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight are recognized in cost of sales when control over the product has transferred to the customer.
Other estimates used in recognizing revenue include variable consideration related to customer programs and incentive offerings, including pricing arrangements, promotions and other volume-based incentives at the time the sale is recorded. These estimates are non-complex in nature and are based primarily on historical experience and anticipated performance over the contract period. In addition, timely sales data is available, limiting estimation uncertainty. Based on the certainty in estimating these amounts, they are included in the transaction price of the contracts and the associated remaining performance obligations.
The Company recognizes revenue when collection of the consideration expected to be received in exchange for transferring goods or providing services is probable.
The Company’s revenue policies do not provide for general rights of return. Estimates used in recognizing revenue include the delay between the time that products are shipped and when they are received by customers, when title transfers and the amount of credit memos issued in subsequent periods. Depending on market conditions, the Company may increase customer incentive offerings, which could reduce gross profit margins over the term of the incentive.
The Company’s operating lease revenue, including an immaterial amount of variable lease revenue, was as follows:
Second Quarter Ended | Six Months Ended | |||||||||||||||
June 30 | June 30 | |||||||||||||||
(millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
Operating lease revenue | $137.7 | $131.6 | $274.2 | $264.8 | ||||||||||||
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The following table shows principal activities, separated by reportable segments, from which the Company generates its revenue.
Net sales at public exchange rates by reportable segment are as follows:
Net sales at public exchange rates by geographic region for the second quarter ended June 30 are as follows:
Net sales at public exchange rates by geographic region for the six months ended June 30 are as follows:
Net sales by geographic region were determined based on sales destination. The United States made up 54% and 53% of total revenues during the six months ended June 30, 2025 and 2024, respectively.
Accounts Receivable and Allowance for Expected Credit Losses
Accounts receivable are carried at the invoiced amounts, less an allowance for expected credit losses, and generally do not bear interest. The Company’s allowance for expected credit losses estimates the amount of expected future credit losses by analyzing accounts receivable balances by age and applying historical write-off and collection experience. The Company’s estimates separately consider macroeconomic trends, specific circumstances and credit conditions of customer receivables. Account balances are written off against the allowance when it is determined the receivable will not be recovered.
The Company’s allowance for expected return of products shipped and credits related to pricing or quantities shipped was $48.0 million and $52.5 million as of June 30, 2025 and December 31, 2024, respectively. Returns and credit activity are recorded directly as a reduction to revenue.
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The following table summarizes the activity in the allowance for expected credit losses:
| (a) | Other amounts are primarily the effects of changes in currency translations. |
Contract Liability
Payments received from customers are based on invoices or billing schedules as established in contracts with customers. Accounts receivable are recorded when the right to consideration becomes unconditional. The contract liability relates to billings in advance of performance (primarily service obligations) under the contract. Contract liabilities are recognized as revenue when the performance obligation has been performed, which primarily occurs during the subsequent quarter.
The following table summarizes the contract liability activity:
15. OPERATING SEGMENTS
The Company’s organizational structure consists of global business units and market-based leadership teams. The Company’s seven operating segments follow its commercial and product-based activities and are based on engagement in business activities, availability of discrete financial information and review of operating results by the Chief Operating Decision Maker (“CODM”) at the identified operating segment level.
The Company’s operating segments that share similar economic characteristics and future prospects, nature of the products and production processes, end-use markets, channels of distribution and regulatory environment have been aggregated into four reportable segments: Global Water, Global Institutional & Specialty, Global Pest Elimination and Global Life Sciences.
Comparability of Reportable Segments
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. The Company made other immaterial changes, including the movement of certain customers and cost allocations between reportable segments. These changes are presented in "Other" columns of the table below. Prior period amounts have been recast to conform with current period presentation.
The Company evaluates the performance of its non-U.S. dollar functional currency international operations based on fixed currency exchange rates, which eliminates the impact of exchange rate fluctuations on its 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. The “Fixed Currency Rate Change” column shown in the following table reflects international operations at fixed currency exchange rates established by management at the beginning of 2025, rather than the 2024 established rates. The difference between the fixed currency exchange rates and the actual currency exchange rates is reported within the “Effect of foreign currency translation” row in the following table.
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The impact of the preceding changes on previously reported full year 2024 reportable segment information is summarized as follows:
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Reportable Segment Information
The Company has determined its significant segment expenses are cost of sales (“COS”) and selling, general and administrative expenses (“SG&A”), which are regularly provided to the CODM at fixed currency exchange rates.
Financial information for the quarter ended June 30 for each of the Company’s reportable segments were as follows:
June 30, 2025 | ||||||||||
(millions) | Net Sales | COS | SG&A | Special (gains) and charges | Operating Income (Loss) | |||||
Global Water | $1,908.5 | $1,143.5 | $458.7 | $- | $306.3 | |||||
Global Institutional & Specialty | 1,511.7 | 741.7 | 410.6 | - | 359.4 | |||||
Global Pest Elimination | 311.3 | 176.1 | 74.0 | - | 61.2 | |||||
Global Life Sciences | 176.7 | 92.8 | 49.1 | - | 34.8 | |||||
Corporate | - | 2.7 | 48.2 | 24.1 | (75.0) | |||||
Subtotal at fixed currency rates | $3,908.2 | $2,156.8 | $1,040.6 | $24.1 | $686.7 | |||||
Effect of foreign currency translation | 117.0 | 23.4 | ||||||||
Consolidated reported GAAP | $4,025.2 | $710.1 | ||||||||
June 30, 2024 | ||||||||||
(millions) | Net Sales | COS | SG&A | Special (gains) and charges | Operating Income (Loss) | |||||
Global Water | $1,863.2 | $1,109.8 | $464.8 | $- | $288.6 | |||||
Global Institutional & Specialty | 1,548.1 | 803.5 | 415.1 | - | 329.5 | |||||
Global Pest Elimination | 290.2 | 160.3 | 69.9 | - | 60.0 | |||||
Global Life Sciences | 169.8 | 98.5 | 54.3 | - | 17.0 | |||||
Corporate | - | 0.7 | 49.0 | 12.2 | (61.9) | |||||
Subtotal at fixed currency rates | $3,871.3 | $2,172.8 | $1,053.1 | $12.2 | $633.2 | |||||
Effect of foreign currency translation | 114.5 | 23.7 | ||||||||
Consolidated reported GAAP | $3,985.8 | $656.9 | ||||||||
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Financial information for the six months ended June 30 for each of the Company’s reportable segments were as follows:
The profitability of the Company’s operating segments is evaluated by management based on operating income.
Consistent with the Company’s internal management reporting, Corporate includes intangible asset amortization specifically from the Nalco and Purolite acquisitions and special (gains) and charges, as discussed in Note 2, that are not allocated to the Company’s reportable segments.
The Company has an integrated supply chain function that serves all of its reportable segments. As such, asset and capital expenditure information by reportable segment has not been provided and is not available, since the Company does not produce or utilize such information internally. In addition, although depreciation and amortization expense is a component of each reportable segment’s operating results, it is not discretely identifiable.
16. COMMITMENTS AND CONTINGENCIES
The Company is subject to various claims and contingencies related to, among other things, workers’ compensation, general liability (including product liability), automobile claims, health care claims, environmental matters and lawsuits. The Company is also subject to various claims and contingencies related to income taxes. The Company also has contractual obligations including lease commitments.
The Company records liabilities when a contingent loss is probable and can be reasonably estimated. If the reasonable estimate of a probable loss is a range, the Company records the most probable estimate of the loss or the minimum amount when no amount within the range is a better estimate than any other amount. The Company discloses a contingent liability even if the liability is not probable or the amount is not estimable, or both, if there is a reasonable possibility that a material loss may have been incurred.
Insurance
Globally, the Company has insurance policies with varying deductible levels for property and casualty losses. The Company is insured for losses in excess of these deductibles, subject to policy terms and conditions and has recorded both a liability and an offsetting receivable for amounts in excess of these deductibles. The Company is self-insured for health care claims for eligible participating employees, subject to certain deductibles and limitations. The Company determines its liabilities for claims on an actuarial basis.
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Litigation and Environmental Matters
The Company and certain subsidiaries are party to various lawsuits, claims and environmental actions that have arisen in the ordinary course of business. These include from time to time antitrust, employment, commercial, patent infringement, tort, product liability and wage hour lawsuits, as well as possible obligations to investigate and mitigate the effects on the environment of the disposal or release of certain chemical substances at various sites, such as Superfund sites and other operating or closed facilities. The Company has established accruals for certain lawsuits, claims and environmental matters. The Company currently believes that there is not a reasonably possible risk of material loss in excess of the amounts accrued related to these legal matters. Because litigation is inherently uncertain, and unfavorable rulings or developments could occur, there can be no certainty that the Company may not ultimately incur charges in excess of recorded liabilities. A future adverse ruling, settlement or unfavorable development could result in future charges that could have a material adverse effect on the Company’s results of operations or cash flows in the period in which they are recorded.
The Company currently believes that such future charges related to suits and legal claims, if any, would not have a material adverse effect on the Company’s consolidated financial position.
TPC Group Litigation
On November 27, 2019, a Butadiene production plant owned and operated by TPC Group, Inc. in Port Neches, Texas, experienced an explosion and fire that resulted in personal injuries, the release of chemical fumes and extensive property damage to the plant and surrounding areas in and near Port Neches, Texas.
Nalco Company LLC, a subsidiary of Ecolab, supplied process chemicals to TPC used in TPC’s production processes. Nalco did not operate, manage, maintain or control any aspect of TPC’s plant operations.
In connection with its provision of process chemicals to TPC, Nalco was named in numerous lawsuits stemming from the plant explosion. Nalco has been named a defendant, along with TPC and other defendants, in multi-district litigation (“MDL”) proceedings pending in Orange County, Texas, alleging among other things claims for personal injury, property damage and business losses (In re TPC Group Litigation – A2020-0236-MDL, Orange County, Texas). Numerous other lawsuits were filed against Nalco, including TPC Group v. Nalco, E0208239, Jefferson County, Texas, a subrogation claim by TPC’s insurers seeking reimbursement for property damage losses. Over 5,000 plaintiffs (including the subrogation matter) asserted claims against Nalco. All claims have been consolidated for pretrial purposes into the MDL.
All of these cases make similar allegations and seek damages for personal injury, property damage, business losses and other damages, including exemplary damages.
On June 1, 2022, TPC and seven of its affiliated companies filed for bankruptcy under Chapter 11 (Case No. 22-10493-CTG, United States Bankruptcy Court for the District of Delaware). In connection with the bankruptcy cases, TPC disclosed an estimated range of its liability related to the Port Neches incident to individuals and homeowners (including subrogation claims) of approximately $152 million to $520 million. As part of their bankruptcy plan, TPC and its affiliates announced a settlement which allows the MDL plaintiffs a $500 million claim solely for purposes of claim allowance in the chapter 11 case and distribution of value pursuant to TPC’s bankruptcy plan. Other key terms of the settlement between TPC and the MDL plaintiffs include the establishment of a settlement trust for the benefit of certain general unsecured creditors, which is funded with $30 million and the assignment of TPC’s claims and causes of action, if any, against certain third parties, including Nalco, related to the TPC plant explosion. As part of the bankruptcy process, TPC and its debtor affiliates received a discharge of all MDL related claims, as did certain non-debtor affiliates to the extent third parties did not opt out of the non-debtor releases. As a result, TPC is no longer a defendant in the MDL. Nalco opted out of these releases, preserving any direct causes of action it may have against non-debtors. Furthermore, the allowance of the $500 million claim should have no effect on any claims or defenses asserted against or by Nalco in the MDL litigation. On December 1, 2022, the bankruptcy court confirmed the TPC bankruptcy plan, including the approval of the settlement and establishment of the aforementioned settlement trust. On December 16, 2022, the TPC bankruptcy plan went effective. As a result of the bankruptcy, the MDL was stayed. The stay was lifted in the fourth quarter of 2023 and various activities advancing discovery have resumed.
In July 2025, Nalco executed a settlement with a portion of the plaintiffs in the MDL. The Company continues to believe the claims asserted against Nalco are without merit and intends to defend the remaining claims vigorously. The Company also believes any potential loss should be covered by insurance subject to deductibles. However, the Company cannot predict the outcome of these lawsuits, the involvement the Company might have in these matters in the future or the potential for future litigation. Due to the large number of remaining plaintiffs and the fact that many of the claims do not specify an amount of supported damages, any estimate of any further loss or range of losses cannot be made at this time.
Vehicle Accident Litigation
In June 2024, an Ecolab employee was driving a company vehicle when it collided with another vehicle, resulting in fatalities and serious injuries. The Company was recently named in a lawsuit arising out of the collision in which the plaintiffs seek monetary damages. The Company believes any potential loss should be covered by insurance subject to its deductible. Due to the early stage of the litigation, an estimate of any loss or range of losses cannot be made at this time.
Environmental Matters
The Company is currently participating in environmental assessments and remediation at approximately 25 locations, the majority of which are in the U.S., and environmental liabilities have been accrued reflecting management’s best estimate of future costs. Potential insurance reimbursements are not anticipated in the Company’s accruals for environmental liabilities.
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17. NEW ACCOUNTING PRONOUNCEMENTS
Standards That Were Adopted: | |||||||||
|
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| Required |
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| ||||
Date of | Date of | Effect on the | |||||||
Standard |
| Issuance | Description |
| Adoption |
| Financial Statements | ||
ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures | November 2023 | The amendments in this ASU are to improve the disclosures about reportable segments and add more detailed information about a reportable segment’s expenses. The amendments in the ASU require public entities to disclose on an annual and interim basis significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, other segment items by reportable segment, the title and position of the CODM, and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. The ASU does not change the definition of a segment, the method for determining segments, the criteria for aggregating operating segments into reportable segments, or the current specifically enumerated segment expenses that are required to be disclosed. | January 1, 2024 | The Company adopted the standard and applied the amendments retrospectively to all periods presented. Adoption of this standard impacted the disclosures within the financial statements, but did not have an impact on the Company's financial position or the results of operations. | |||||
No other new accounting pronouncements issued or effective have had or are expected to have a material impact on the Company’s consolidated financial statements.
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With respect to the unaudited financial information of the Company for the second quarter and six-month periods ended June 30, 2025 and 2024 included in Part 1 of this Form 10-Q, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. Their separate report dated August 7, 2025 appearing herein states that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933, as amended (the "Act"), for their report on the unaudited financial information because that report is not a "report" or a "part" of a registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Ecolab Inc.
Results of Review of Interim Financial Statements
We have reviewed the accompanying consolidated balance sheet of Ecolab Inc. and its subsidiaries (the “Company”) as of June 30, 2025, and the related consolidated statements of income, comprehensive income, and equity for the three-month and six-month periods ended June 30, 2025 and 2024 and the consolidated statements of cash flows for the six-month periods ended June 30, 2025 and 2024, including the related notes (collectively referred to as the “interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of December 31, 2024, and the related consolidated statements of income, comprehensive income, equity and cash flows for the year then ended (not presented herein), and in our report dated February 21, 2025, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet information as of December 31, 2024, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
These interim financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ PricewaterhouseCoopers LLP
Minneapolis, Minnesota
August 7, 2025
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following management discussion and analysis (“MD&A”) provides information we believe is useful in understanding our operating results, cash flows and financial condition. We provide quantitative or qualitative information about the material sales drivers including the impact of changes in volume and pricing and the effect of acquisitions and changes in foreign currency at the corporate and reportable segment level. We also provide quantitative information regarding special (gains) and charges, discrete tax items and other significant factors we believe are useful for understanding our results. Such quantitative drivers are supported by comments meant to be qualitative in nature. Qualitative factors are generally ordered based on estimated significance.
The MD&A should be read in conjunction with both the unaudited consolidated financial information and related notes included in this Form 10-Q, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2024. This discussion contains various Non-GAAP Financial Measures and also contains various Forward-Looking Statements within the meaning of the Private Securities Litigation Reform Act of 1995. We refer readers to the statements entitled “Non-GAAP Financial Measures” and “Forward-Looking Statements” located at the end of Part I of this report.
Comparability of Results
Impact of Acquisitions and Divestitures
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.
Comparability of Reportable Segments
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.
Fixed Currency Foreign Exchange Rates
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.
OVERVIEW OF THE SECOND QUARTER ENDED JUNE 30, 2025
Sales Performance
When comparing second quarter 2025 against second quarter 2024, sales performance was as follows:
| ● | Reported net sales increased 1% to $4,025.2 million, including an unfavorable impact from the sale of the global surgical solutions business. Organic sales increased 3%. |
| ● | Organic sales for our Global Water segment increased 2% to $1,886.3 million driven by sales growth in Food & Beverage and Light & Heavy. |
| ● | Organic sales for our Global Institutional & Specialty segment increased 4% to $1,511.3 million driven by growth in both Institutional and Specialty. |
| ● | Organic sales for Global Pest Elimination increased 6% to $308.1 million. |
| ● | Organic sales for our Global Life Sciences segment increased 4% to $176.7 million. |
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Financial Performance
When comparing second quarter 2025 against second quarter 2024, our financial performance was as follows:
| ● | Reported operating income increased 8% to $710.1 million. Organic operating income increased 14%. |
| ● | Net income attributable to Ecolab increased 7% to $524.2 million. Excluding the impact of special (gains) and charges and discrete tax items from both 2025 and 2024 reported results, our adjusted net income attributable to Ecolab increased 12%. |
| ● | Reported diluted EPS increased 8% to $1.84. Excluding the impact of special (gains) and charges and discrete tax items from both 2025 and 2024 reported results, adjusted diluted EPS increased 13% to $1.89 in the second quarter of 2025. |
| ● | Our reported tax rate was 19.9% during the second quarter of 2025, compared to 16.2% during the second quarter of 2024. Excluding the tax rate impact of special (gains) and charges and discrete tax items from both 2025 and 2024 results, our adjusted tax rate was 20.8% during the second quarter of 2025, compared to 19.5% during the second quarter of 2024. |
RESULTS OF OPERATIONS
Net Sales
Second Quarter Ended | Six Months Ended | ||||||||||||||||||||
June 30 | June 30 | ||||||||||||||||||||
(millions) | 2025 | 2024 | Change | 2025 | 2024 | Change | |||||||||||||||
Product and equipment sales | $3,156.8 | $3,173.1 | $6,058.7 | $6,159.6 | |||||||||||||||||
Service and lease sales | 868.4 | 812.7 | 1,661.5 | 1,578.1 | |||||||||||||||||
Reported GAAP net sales | 4,025.2 | 3,985.8 | 1 | % | 7,720.2 | 7,737.7 | - | % | |||||||||||||
Effect of foreign currency translation |
| (117.0) | (114.5) |
| (159.9) | (244.9) | |||||||||||||||
Non-GAAP fixed currency sales | 3,908.2 | 3,871.3 | 1 | % | 7,560.3 | 7,492.8 | 1 | % | |||||||||||||
Effect of acquisitions and divestitures | (25.8) | (96.3) | (51.9) | (199.6) | |||||||||||||||||
Non-GAAP organic sales | $3,882.4 | $3,775.0 | 3 | % | $7,508.4 | $7,293.2 | 3 | % | |||||||||||||
Product and sold equipment revenue is generated from providing cleaning, sanitizing and water treatment products or selling equipment used in combination with specialized products. Service and lease equipment revenue is generated from providing services or leasing equipment to customers. All of our sales are subject to the same economic conditions.
The percentage components of the period-over-period 2025 sales change are shown below:
Amounts do not necessarily sum due to rounding.
Cost of Sales (“COS”) and Gross Profit Margin
Our COS and corresponding gross profit margin (“gross margin”) are shown in the table above. Gross margin is defined as net sales less cost of sales divided by net sales.
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Our reported gross margin was 44.8% and 43.8% for the second quarter of 2025 and 2024, respectively. Our reported gross margin was 44.5% and 43.5% for the first six 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.
Excluding the impact of special (gains) and charges within COS, second quarter 2025 and 2024 adjusted gross margin was 44.8% and 43.8%, respectively, and for the first six months of 2025 and 2024 was 44.6% and 43.6%, respectively. Our adjusted gross margin increased when comparing the second quarter of 2025 against the second quarter of 2024 reflecting strong value pricing.
Selling, General and Administrative Expense
Selling, general and administrative (“SG&A”) expenses as a percentage of sales were 26.5% and 27.4% for the second quarter and first six months of 2025, respectively, compared to 27.0% and 27.8% for the second quarter and six months of 2024, respectively. The SG&A ratio to sales in the second quarter of 2025 decreased as productivity more than offset growth-oriented investments in the business.
Special (Gains) and Charges
Special (gains) and charges reported on the Consolidated Statements of Income include the following items:
Second Quarter Ended | Six Months Ended | ||||||||||||||
June 30 | June 30 | ||||||||||||||
(millions) |
| 2025 | 2024 |
| 2025 | 2024 | |||||||||
Cost of sales | |||||||||||||||
One Ecolab | $2.5 | $- | $7.3 | $- | |||||||||||
Other restructuring | - | 0.7 | - |
| 2.3 | ||||||||||
Cost of sales subtotal | 2.5 | 0.7 | 7.3 |
| 2.3 | ||||||||||
Special (gains) and charges | |||||||||||||||
One Ecolab | 26.5 | - | 65.9 | - | |||||||||||
Other restructuring | (12.0) | 6.9 | (12.0) |
| 25.0 | ||||||||||
Sale of global surgical solutions business | 0.8 | 7.3 | 2.4 | 13.3 | |||||||||||
Acquisition and integration activities | 7.3 | 2.3 | 8.8 | 4.8 | |||||||||||
Other | 2.0 | (4.3) | (11.0) |
| (2.7) | ||||||||||
Special (gains) and charges subtotal | 24.6 | 12.2 | 54.1 |
| 40.4 | ||||||||||
Total special (gains) and charges | $27.1 | $12.9 | $61.4 | $42.7 | |||||||||||
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.
One Ecolab
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. We anticipate restructuring costs of $175 million ($136 million after tax) or $0.47 per diluted share and special charges of $50 million ($39 million after tax) or $0.14 per diluted share by the end of 2027. We anticipate that the restructuring costs will primarily be cash expenditures for severance costs relating to team reorganization.
We recorded restructuring charges of $17.4 million ($13.2 million after tax), or $0.05 per diluted share and $56.8 million ($43.7 million after tax), or $0.15 per diluted share during the second quarter and first six months of 2025, respectively, primarily related to severance. In addition, we recorded non-restructuring special charges of $11.6 million ($8.8 million after tax), or $0.03 per diluted share and $16.4 million ($12.4 million after tax), or $0.04 per diluted share during the second quarter and first six months of 2025, respectively, primarily related to professional services. We have recorded $138.6 million ($106.7 million after tax), or $0.37 per diluted share of cumulative restructuring charges and $40.1 million ($30.3 million after tax), or $0.11 per diluted share of cumulative special charges under the One Ecolab initiative.
The restructuring liability related to the One Ecolab initiative was $82.1 million and $54.9 million as of June 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.
One Ecolab has delivered $49 million of cumulative cost savings with estimated annualized cost savings of $140 million in continuing operations by 2027.
32
Other restructuring
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.
Further details related to our restructuring charges are included in Note 2.
Combined Program
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 net liability related to the Combined Program was $4.4 million and $12.8 million as of June 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.
The Combined Program has delivered our targeted $175 million of annual cost savings.
Other Restructuring Activities
The restructuring liability balance for all other restructuring plans excluding the Combined Program and One Ecolab was $5.0 million and $6.5 million as of June 30, 2025 and December 31, 2024, respectively.
Sale of global surgical solutions business
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 $0.8 million ($0.6 million after tax) or less than $0.01 per diluted share and $2.4 million ($1.8 million after tax) or $0.01 per diluted share in the second quarter and first six months of 2025, respectively, which are primarily related to professional fees to support the sale. We recorded charges of $7.3 million ($3.1 million gain after tax) or $(0.01) per diluted share and $13.3 million ($1.4 million after tax) or $0.01 per diluted share in the second quarter and first six months of 2024, respectively, which are primarily related to professional fees to support the sale.
Acquisition and integration related costs
Acquisition and integration related costs reported in special (gains) and charges on the Consolidated Statements of Income include $7.3 million ($5.6 million after tax) or $0.02 per diluted share and $2.3 million ($1.7 million after tax) or less than $0.01 per diluted share in the second quarter of 2025 and 2024, respectively, and $8.8 million ($6.7 million after tax) or $0.02 per diluted share and $4.8 million ($3.6 million after tax or $0.01 per diluted share in the first six months of 2025 and 2024, respectively.
Other operating activities
Other special gains recorded in special (gains) and charges on the Consolidated Statements of Income in the second quarter of 2025 and 2024 were $2.0 million ($1.6 million after tax) or less than $0.01 per diluted share and charges of ($4.3 million) ($3.1 million gain after tax) or ($0.01) per diluted share, respectively. Other special gains recorded in special (gains) and charges on the Consolidated Statements of Income in the first six months of 2025 and 2024 were $(11.0 million) ($9.7 million gain after tax) or ($0.04) per diluted share and ($2.7 million) ($2.2 million gain after tax) or ($0.01) per diluted share, respectively, primarily related to the sale of an equity method investment.
33
Operating Income and Operating Income Margin
Second Quarter Ended | Six Months Ended | |||||||||||||||||||
June 30 | June 30 | |||||||||||||||||||
(millions) | 2025 |
| 2024 | 2025 |
| 2024 | ||||||||||||||
Reported GAAP operating income | $710.1 | $656.9 | 8 | % | $1,265.4 | $1,174.8 | 8 | % | ||||||||||||
Special (gains) and charges |
| 27.1 |
| 12.9 |
| 61.4 |
| 42.7 | ||||||||||||
Non-GAAP adjusted operating income |
| 737.2 |
| 669.8 | 10 | % |
| 1,326.8 |
| 1,217.5 | 9 | % | ||||||||
Effect of foreign currency translation |
| (23.8) |
| (23.8) |
| (32.0) |
| (53.6) | ||||||||||||
Non-GAAP adjusted fixed currency operating income | 713.4 | 646.0 | 10 | % | 1,294.8 | 1,163.9 | 11 | % | ||||||||||||
Effect of acquisitions and divestitures | (2.1) | (20.5) | (4.2) | (41.8) | ||||||||||||||||
Non-GAAP organic operating income | $711.3 | $625.5 | 14 | % | $1,290.6 | $1,122.1 | 15 | % | ||||||||||||
Second Quarter Ended | Six Months Ended | |||||||||||||||||||
June 30 | June 30 | |||||||||||||||||||
(percent) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||
Reported GAAP operating income margin | 17.6 | % | 16.5 | % | 16.4 | % | 15.2 | % | ||||||||||||
Non-GAAP adjusted operating income margin | 18.3 | % | 16.8 | % | 17.2 | % | 15.7 | % | ||||||||||||
Non-GAAP adjusted fixed currency operating income margin | 18.3 | % | 16.7 | % | 17.1 | % | 15.5 | % | ||||||||||||
Non-GAAP organic operating income margin | 18.3 | % | 16.6 | % | 17.2 | % | 15.4 | % | ||||||||||||
Our operating income and corresponding operating income margin are shown in the previous tables. Operating income margin is defined as operating income divided by net sales.
Our reported operating income increased 8% in both the second quarter and first six 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 second quarter and first six months of 2025, respectively.
As shown in the previous table, foreign currency had a neutral and 2 percentage point negative impact on adjusted operating income growth for the second quarter and first six months of 2025, respectively. Foreign currency had a 2 and 1 percentage point negative impact on adjusted operating income growth for the second quarter and first six months of 2024, respectively.
Other (Income) Expense
Second Quarter Ended | Six Months Ended | ||||||||||||||||||||
June 30 | June 30 | ||||||||||||||||||||
(millions) | 2025 |
| 2024 | Change | 2025 |
| 2024 | Change | |||||||||||||
Reported GAAP other (income) expense | ($13.0) | ($12.6) | 3 | % | ($26.0) | ($25.2) | 3 | % | |||||||||||||
Reported other (income) expense increased to ($13.0) million from ($12.6) million in the second quarter of 2025 compared to the second quarter of 2024, respectively, and increased to ($26.0) million from ($25.2) million in the first six months of 2025 compared to the first six months of 2024, respectively.
Interest Expense, Net
Second Quarter Ended | Six Months Ended | |||||||||||||||||||
June 30 | June 30 | |||||||||||||||||||
(millions) | 2025 |
| 2024 | Change | 2025 |
| 2024 | Change | ||||||||||||
Reported GAAP interest expense, net | $63.2 | $78.8 | (20) | % | $121.5 | $150.4 | (19) | % | ||||||||||||
Reported net interest expense was $63.2 million and $78.8 million in the second quarter of 2025 and 2024, respectively, and $121.5 million and $150.4 million in the first six months of 2025 and 2024, The decrease in net interest expense reflects the impact from lower interest rates and a higher cash balance.
34
Provision for Income Taxes
The following table provides a summary of our tax rate:
Second Quarter Ended | Six Months Ended | |||||||||||
June 30 | June 30 | |||||||||||
(percent) |
| 2025 | 2024 |
| 2025 | 2024 | ||||||
Reported GAAP tax rate | 19.9 | % | 16.2 | % | 20.1 | % | 13.1 | % | ||||
Tax rate impact of: | ||||||||||||
Special (gains) and charges |
| 0.2 | 1.6 | 0.3 | 1.2 |
| ||||||
Discrete tax items |
| 0.7 | 1.7 | 0.4 | 5.4 |
| ||||||
Non-GAAP adjusted tax rate |
| 20.8 | % | 19.5 | % |
| 20.8 | % | 19.7 | % | ||
Our reported tax rate was 19.9% and 16.2% for the second quarter of 2025 and 2024, respectively, and 20.1% and 13.1% for the first six months of 2025 and 2024, respectively. The change in our tax rate for the second quarter and first six 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.
We recognized net tax benefits related to discrete tax items of $5.0 million and $5.5 million in the second quarter and first six months of 2025, respectively. This included a tax benefit of $2.6 million and $9.9 million in the second quarter and first six months of 2025, respectively, associated with share-based compensation excess tax benefits. The remaining net tax benefit of $2.4 million and net tax expense of $4.4 million in the second quarter and first six months of 2025, respectively, is from the filing of foreign tax returns, audit settlements, unrecognized tax benefits, and other changes in estimates.
We recognized net tax benefits related to discrete tax items of $10.3 million and $58.5 million in the second quarter and first six months of 2024, respectively. This included a tax benefit of $41.9 million in the first six months of 2024, associated with transferring certain intangible property between affiliates and $3.7 million and $12.3 million in the second quarter and first six months of 2024, respectively, associated with share-based compensation excess tax benefits. The remaining net benefit of $6.6 million and $4.3 million in the second quarter and first six months of 2024, respectively, is from other income tax adjustments including the impact of changes in tax laws, audit settlements, unrecognized tax benefits and other changes in estimates.
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.
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. We are currently assessing its impact on our consolidated financial statements.
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 we do not anticipate material impacts to the 2025 financial statements.
35
Net Income Attributable to Ecolab
Second Quarter Ended | Six Months Ended | |||||||||||||||||||||||
June 30 | June 30 | |||||||||||||||||||||||
(millions) |
| 2025 |
| 2024 |
| Change |
| 2025 |
| 2024 |
| Change | ||||||||||||
Reported GAAP net income attributable to Ecolab | $524.2 | $490.9 | 7 | % | $926.7 | $903.0 | 3 | % | ||||||||||||||||
Adjustments: | ||||||||||||||||||||||||
Special (gains) and charges, after tax |
| 20.6 | 0.9 | 45.7 | 24.0 | |||||||||||||||||||
Discrete tax net expense (benefit) |
| (5.0) | (10.3) | (5.5) | (58.5) | |||||||||||||||||||
Non-GAAP adjusted net income attributable to Ecolab | $539.8 | $481.5 | 12 | % | $966.9 | $868.5 | 11 | % | ||||||||||||||||
Diluted EPS
Second Quarter Ended | Six Months Ended | |||||||||||||||||||||||
June 30 | June 30 | |||||||||||||||||||||||
(dollars) |
| 2025 |
| 2024 |
| Change |
| 2025 |
| 2024 |
| Change | ||||||||||||
Reported GAAP diluted EPS | $1.84 | $1.71 | 8 | % | $3.25 | $3.14 | 4 | % | ||||||||||||||||
Adjustments: | ||||||||||||||||||||||||
Special (gains) and charges, after tax |
| 0.07 | - | 0.16 | 0.08 | |||||||||||||||||||
Discrete tax net expense (benefit) |
| (0.02) | (0.03) | (0.02) | (0.20) | |||||||||||||||||||
Non-GAAP adjusted diluted EPS | $1.89 | $1.68 | 13 | % | $3.39 | $3.02 | 12 | % | ||||||||||||||||
Per share amounts in the above tables do not necessary sum due to rounding.
Currency translation had a favorable impact of approximately $0.01 and an unfavorable impact of approximately ($0.05) per share on diluted EPS for the second quarter and first six months of 2025, respectively, when compared to the comparable period of 2024.
SEGMENT PERFORMANCE
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.
Fixed currency net sales and operating income for the second quarter and first six months of 2025 for our reportable segments are shown in the following tables:
36
The following tables reconcile the impact of acquisitions and divestitures within our reportable segments:
Unless otherwise noted, the following segment performance commentary compares the second quarter and first six months of 2025 against the second quarter and first six months of 2024.
37
Global Water
Second Quarter Ended | Six Months Ended | |||||||||||||||
June 30 | June 30 | |||||||||||||||
| 2025 | 2024 |
| 2025 | 2024 | |||||||||||
Sales at fixed currency (millions) | $1,908.5 | $1,863.2 | $3,709.0 | $3,618.2 | ||||||||||||
Sales at public currency (millions) | 1,977.3 | 1,936.1 | 3,803.7 | 3,775.0 | ||||||||||||
Organic sales change | 2 | % | 2 | % | ||||||||||||
Acquisitions and divestitures |
| 1 | % |
|
| 1 | % |
| ||||||||
Fixed currency sales change |
| 2 | % |
|
| 3 | % |
| ||||||||
Foreign currency translation | - | % | (2) | % | ||||||||||||
Public currency sales change |
| 2 | % |
|
| 1 | % |
| ||||||||
Operating income at fixed currency (millions) | $306.3 | $288.6 | $566.3 | $532.2 | ||||||||||||
Operating income at public currency (millions) | 320.6 | 304.2 | 585.7 | 568.1 | ||||||||||||
Fixed currency operating income change | 6 | % | 6 | % | ||||||||||||
Fixed currency operating income margin |
| 16.0 | % |
| 15.5 | % |
| 15.3 | % |
| 14.7 | % | ||||
Organic operating income change |
| 6 | % |
|
| 6 | % |
| ||||||||
Organic operating income margin |
| 16.1 | % |
| 15.5 | % |
| 15.3 | % |
| 14.8 | % | ||||
Public currency operating income change | 5 | % | 3 | % | ||||||||||||
Percentages in the above table do not necessarily sum due to rounding.
Net Sales
Fixed currency sales increased 2% and 3% for the second quarter and first six months of 2025, respectively, including a benefit from the acquisition of Barclay Water Management. Organic sales for Global Water increased 2% in both the second quarter and first six months of 2025 driven by growth in Light & Heavy and Food & Beverage.
Light & Heavy organic sales increased 2% in both the second quarter and first six months of 2025 driven by double-digit growth in high-tech and solid manufacturing sales growth, which more than offset continued soft end-market demand in basic industries and mining. High-tech reported strong double-digit sales growth driven by data centers and microelectronics. Manufacturing reported solid growth driven by food & beverage. Downstream reported good growth in North America, partially 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 in primary metals and chemicals. Food & Beverage organic sales increased 3% and 2% in the second quarter and first six months of 2025, respectively, driven by value pricing and new business wins. Paper organic sales decreased 3% and 2% in the second quarter and first six months of 2025, respectively, as continued new business wins were offset by softer customer production rates.
Operating Income
Organic operating income and organic operating income margins increased for Global Water in the second quarter and first six months of 2025.
Organic operating income margins increased 0.6 percentage points during the second quarter of 2025 as the 1.7 percentage point positive impact of value pricing and improved productivity overcame the 1.4 percentage point impact of unfavorable sales mix and higher supply chain costs. Organic operating income margins increased 0.5 percentage points during the first six months of 2025 as the 1.0 percentage point positive impact of value pricing overcame the 0.5 percentage point impact of investments in the business.
38
Global Institutional & Specialty
Second Quarter Ended | Six Months Ended | |||||||||||||||
June 30 | June 30 | |||||||||||||||
| 2025 | 2024 |
| 2025 | 2024 | |||||||||||
Sales at fixed currency (millions) | $1,511.7 | $1,548.1 | $2,918.2 | $2,995.0 | ||||||||||||
Sales at public currency (millions) | 1,544.6 | 1,577.8 | 2,962.6 | 3,058.0 | ||||||||||||
Organic sales change | 4 | % | 4 | % | ||||||||||||
Acquisitions and divestitures |
| (6) | % |
|
| (6) | % |
| ||||||||
Fixed currency sales change |
| (2) | % |
|
| (3) | % |
| ||||||||
Foreign currency translation | - | % | (1) | % | ||||||||||||
Public currency sales change |
| (2) | % |
|
| (3) | % |
| ||||||||
Operating income at fixed currency (millions) | $359.4 | $329.5 | $658.0 | $586.9 | ||||||||||||
Operating income at public currency (millions) | 365.3 | 335.3 | 665.9 | 599.3 | ||||||||||||
Fixed currency operating income change | 9 | % | 12 | % | ||||||||||||
Fixed currency operating income margin |
| 23.8 | % |
| 21.3 | % |
| 22.5 | % |
| 19.6 | % | ||||
Organic operating income change |
| 16 | % |
|
| 21 | % |
| ||||||||
Organic operating income margin |
| 23.8 | % |
| 21.2 | % |
| 22.6 | % |
| 19.3 | % | ||||
Public currency operating income change | 9 | % | 11 | % | ||||||||||||
Percentages in the above table do not necessarily sum due to rounding.
Net Sales
Fixed currency sales declined 2% and 3% in the second quarter and first six 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 second quarter and first six months of 2025 with growth in both operating segments.
At an operating segment level, Institutional organic sales increased 3% and 4% in the second quarter and first six months of 2025, respectively, as mid-single digit growth in sales to hospitality customers was partially offset by modestly lower sales to hospitals. Specialty organic sales increased 4% in both the second quarter and first six months of 2025 reflecting strong growth, partially offset by an unfavorable impact from non-strategic, low margin business exits.
Operating Income
Organic operating income and organic operating income margin increased in the second quarter and first six months of 2025 for our Global Institutional & Specialty segment.
Organic operating income margins increased 2.6 and 3.3 percentage points during the second quarter and first six months of 2025, respectively, as the 4.0 and 3.8 percentage point positive impact from value pricing, lower supply chain costs, and improved productivity overcame the 1.1 and 0.8 percentage point impact of investments in the business.
39
Global Pest Elimination
Second Quarter Ended | Six Months Ended | |||||||||||||||
June 30 | June 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||
Sales at fixed currency (millions) | $311.3 | $290.2 | $589.4 | $550.5 | ||||||||||||
Sales at public currency (millions) | 317.4 | 295.7 | 598.0 | 561.8 | ||||||||||||
Organic sales change | 6 | % | 6 | % | ||||||||||||
Acquisitions and divestitures |
| 1 | % |
|
| 1 | % |
| ||||||||
Fixed currency sales change |
| 7 | % |
|
| 7 | % |
| ||||||||
Foreign currency translation | - | % | - | % | ||||||||||||
Public currency sales change |
| 7 | % |
|
| 6 | % |
| ||||||||
Operating income at fixed currency (millions) | $61.2 | $60.0 | $107.3 | $106.5 | ||||||||||||
Operating income at public currency (millions) | 62.2 | 61.1 | 108.7 | 108.6 | ||||||||||||
Fixed currency operating income change | 2 | % | 1 | % | ||||||||||||
Fixed currency operating income margin |
| 19.7 | % |
| 20.7 | % |
| 18.2 | % |
| 19.3 | % | ||||
Organic operating income change |
| 1 | % |
|
| - | % |
| ||||||||
Organic operating income margin |
| 19.7 | % |
| 20.7 | % |
| 18.4 | % |
| 19.3 | % | ||||
Public currency operating income change | 2 | % | - | % | ||||||||||||
Percentages in the above table do not necessarily sum due to rounding.
Net Sales
Fixed currency sales increased 7% in both the second quarter and first six months of 2025 reflecting a benefit from attractive, targeted acquisitions in North America. Organic sales for Global Pest Elimination increased 6% in both the second quarter and first six months of 2025 driven by gains in food & beverage, restaurants, and healthcare.
Operating Income
Organic operating income increased and remained flat for Global Pest Elimination in the second quarter and first six months of 2025, respectively. Organic operating income margins decreased for Global Pest Elimination in the second quarter and first six months of 2025.
Organic operating income margins decreased 1.0 percentage points during the second quarter of 2025, as the 2.4 percentage point positive impact from value pricing was more than offset by the 3.2 percentage point impact of strategic investments in the business. Organic operating income margins decreased 0.9 percentage points during the first six months of 2025, as the 3.6 percentage point positive impact from value pricing and higher volumes was more than offset by the 4.2 percentage point impact of strategic investments in the business.
40
Global Life Sciences
Second Quarter Ended | Six Months Ended | |||||||||||||||
June 30 | June 30 | |||||||||||||||
| 2025 | 2024 |
| 2025 | 2024 | |||||||||||
Sales at fixed currency (millions) | $176.7 | $169.8 | $343.7 | $329.1 | ||||||||||||
Sales at public currency (millions) | 185.9 | 176.2 | 355.9 | 342.9 | ||||||||||||
Organic sales change | 4 | % | 4 | % | ||||||||||||
Acquisitions and divestitures |
| - | % |
|
| - | % |
| ||||||||
Fixed currency sales change |
| 4 | % |
|
| 4 | % |
| ||||||||
Foreign currency translation | 2 | % | - | % | ||||||||||||
Public currency sales change |
| 6 | % |
|
| 4 | % |
| ||||||||
Operating income at fixed currency (millions) | $34.8 | $17.0 | $60.0 | $36.3 | ||||||||||||
Operating income at public currency (millions) | 38.0 | 18.8 | 64.2 | 40.8 | ||||||||||||
Fixed currency operating income change | 105 | % | 65 | % | ||||||||||||
Fixed currency operating income margin |
| 19.7 | % |
| 10.0 | % |
| 17.5 | % |
| 11.0 | % | ||||
Organic operating income change |
| 105 | % |
|
| 65 | % |
| ||||||||
Organic operating income margin |
| 19.7 | % |
| 10.0 | % |
| 17.5 | % |
| 11.0 | % | ||||
Public currency operating income change | 102 | % | 57 | % | ||||||||||||
Percentages in the above table do not necessarily sum due to rounding.
Net Sales
Fixed currency and organic sales for Global Life Sciences increased 4% in both the second quarter and first six months of 2025, respectively, driven by new business wins and progressively improving industry trends.
Operating Income
Organic operating income and organic operating income margins increased in the second quarter and first six months of 2025 for our Global Life Sciences segment.
Organic operating income margins increased 9.7 percentage points during the second quarter of 2025, driven by lower supply chain costs and value pricing. Organic operating income margins increased 6.5 percentage points during the first six months of 2025, driven by the 6.4 percentage point positive impact from lower supply chain costs and value pricing.
Corporate
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.
41
FINANCIAL POSITION, CASH FLOWS AND LIQUIDITY
Financial Position
Total assets were $23.7 billion as of June 30, 2025 and $22.4 billion as of December 31, 2024.
Total liabilities were $14.4 billion as of June 30, 2025, compared to total liabilities of $13.6 billion as of December 31, 2024. Total debt was $8.2 billion as of June 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.
Our net debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”) is shown in the following table. EBITDA is a non-GAAP measure discussed further in the “Non-GAAP Financial Measures” section of this MD&A.
The inputs to EBITDA reflect the trailing twelve months of activity for the period presented:
Cash Flows
Operating Activities
Six Months Ended | ||||||||||||
June 30 | ||||||||||||
(millions) |
| 2025 | 2024 |
| Change | |||||||
Cash provided by operating activities | $1,071.2 | $1,260.5 | ($189.3) | |||||||||
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 $189 million in the first six months of 2025 compared to the first six months of 2024, driven primarily by a $200 million unfavorable change in working capital. The cash flow impact from working capital was driven by the timing impacts of accounts payable in the first six months of 2025 versus the first six months of 2024.
Investing Activities
Six Months Ended | ||||||||||||
June 30 | ||||||||||||
(millions) |
| 2025 | 2024 |
| Change | |||||||
Cash used for investing activities | ($448.4) | ($445.4) | ($3.0) | |||||||||
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 $455 million and $398 million in the first six months of 2025 and 2024, respectively.
Cash provided by (used for) dispositions, net of cash divested in the first six months of 2025 related to the divestiture of our global surgical solutions business was $15 million.
42
Financing Activities
Six Months Ended | ||||||||||||
June 30 | ||||||||||||
(millions) |
| 2025 | 2024 |
| Change | |||||||
Cash provided by (used for) financing activities | $55.7 | ($1,335.7) | $1,391.4 | |||||||||
Our cash flows from financing activities primarily reflect the issuances and repayment of debt, common stock repurchases, proceeds from common stock issuances related to our equity incentive programs and dividend payments.
We had net (repayments) issuances of commercial paper and notes payable of ($1) million and $2 million in the first six months of 2025 and 2024, respectively.
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 $199 million and $519 million of shares in the first six months of 2025 and 2024, respectively. Cash proceeds and tax benefits from stock option exercises provide a portion of the funding for repurchase activity.
We issued $500 million of long-term debt and there were no long-term debt repayments in the first six months of 2025. There was no long-term debt issuance activity and we repaid $630 million of long-term debt in the first six months of 2024.
We paid dividends of $380 million and $341 million in the first six months of 2025 and 2024, respectively.
Liquidity and Capital Resources
We currently expect to fund the cash requirements which are reasonably foreseeable for the next twelve months, including scheduled debt repayments, new investments in the business, share repurchases, dividend payments, possible business acquisitions and pension and postretirement contributions with cash from operating activities, and as needed, additional short-term and/or long-term borrowings. We continue to expect our operating cash flow to remain strong.
As of June 30, 2025, we had $1,921 million of cash and cash equivalents on hand, of which $298 million was held outside of the U.S. We will continue to evaluate our cash position in light of future developments.
As of December 31, 2024, we had a $2.0 billion multi-year revolving credit facility which was due to expire in April 2026. In March 2025, we 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 our U.S. and Euro commercial paper programs. At the end of the second 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 June 30, 2025 or December 31, 2024. As of June 30, 2025, both programs were rated A-2 by Standard & Poor’s, P-2 by Moody’s and F-1 by Fitch.
During the first six 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%. The proceeds were used for general corporate purposes. We repaid $630 million of long-term debt in the first quarter of 2024.
In June 2025, one of our Chinese subsidiaries entered into a construction loan facility that provides up to 1.1 billion in Chinese Yuan (“CNY”) ($156 million) of proceeds to fund capital expenditures. This loan facility has a tenor of 13 years and is secured by certain assets of our Chinese subsidiaries.
We are in compliance with our debt covenants and other requirements of our credit agreements and indentures. We believe we have sufficient borrowing capacity to meet our foreseeable operating activities, as needed.
The schedule of contractual obligations included in the Financial Position and Liquidity section of our Form 10-K for the year ended December 31, 2024 disclosed total notes payable and long-term debt due within one year of $616 million. As of June 30, 2025, the total notes payable and long-term debt due within one year was $689 million. We had no outstanding commercial paper under our U.S. program as of June 30, 2025 and as of December 31, 2024.
Our gross liability for unrecognized tax benefits was $41 million and $34 million as of June 30, 2025, and December 31, 2024, respectively. We are not able to reasonably estimate the amount by which the liability will increase or decrease over time; however, at this time, we do not expect significant payments related to these obligations within the next year.
43
GLOBAL ECONOMIC ENVIRONMENT
Global Economies
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.
Argentina, Turkey and Egypt are classified as highly inflationary economies in accordance with U.S. GAAP, and the U.S. dollar is the functional currency for our subsidiaries in Argentina, Turkey and Egypt. During the first six months of 2025, sales in Argentina, Turkey and Egypt represented approximately 1% of our consolidated sales. Assets held in Argentina, Turkey and Egypt at the end of the first six months of 2025 represented approximately 1% of our consolidated assets.
In light of Russia’s invasion of Ukraine and the sanctions against Russia by the United States and other countries, we have made the determination that we will limit our Russian business to operations that are essential to life, providing minimal support for our healthcare, life sciences, food and beverage and certain water businesses. We may further narrow our presence in Russia depending on future developments. During the first six months of 2025, our Russian and Ukraine operations represented less than 1% of our 2025 consolidated net sales.
NEW ACCOUNTING PRONOUNCEMENTS
For information on new accounting pronouncements, refer to Note 17 to the Consolidated Financial Statements.
SUBSEQUENT EVENTS
In July 2025, the Company repaid the principal of €575 million ($674 million) on the ten year 2015 senior notes.
NON-GAAP FINANCIAL MEASURES
This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in Item 2, contains financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S. (GAAP). These non-GAAP measures include:
| ● | Fixed currency sales |
| ● | Organic sales |
| ● | Adjusted cost of sales |
| ● | Adjusted gross margin |
| ● | Fixed currency operating income |
| ● | Fixed currency operating income margin |
| ● | Adjusted operating income |
| ● | Adjusted operating income margin |
| ● | Adjusted fixed currency operating income |
| ● | Adjusted fixed currency operating income margin |
| ● | Organic operating income |
| ● | Organic operating income margin |
| ● | EBITDA |
| ● | Adjusted tax rate |
| ● | Adjusted net income attributable to Ecolab |
| ● | Adjusted diluted EPS |
We provide these measures as additional information regarding our operating results. We use these non-GAAP measures internally to evaluate our performance and in making financial and operational decisions, including with respect to incentive compensation. We believe that our presentation of these measures provides investors with greater transparency with respect to our results of operations and that these measures are useful for period-to-period comparison of results.
Our non-GAAP adjusted financial measures for cost of sales, gross margin and operating income exclude the impact of special (gains) and charges and our non-GAAP adjusted financial measures for tax rate, net income attributable to Ecolab and diluted earnings per share further exclude the impact of discrete tax items. We include items within special (gains) and charges and discrete tax items that we believe can significantly affect the period-over-period assessment of operating results and not necessarily reflect costs and/or income associated with historical trends and future results. After tax special (gains) and charges are derived by applying the applicable local jurisdictional tax rate to the corresponding pre-tax special (gains) and charges.
44
EBITDA is defined as net income including noncontrolling interest with the sum of provision for income taxes, net interest expense, depreciation and amortization added back. EBITDA is used in our net debt to EBITDA ratio, which we view as important indicators of the operational and financial health of our organization.
We evaluate the performance of our international operations based on fixed currency rates of foreign exchange. Fixed currency amounts included in this Form 10-Q are based on translation into U.S. dollars at the fixed foreign currency exchange rates established by management at the beginning of 2025. We also provide our segment results based on public currency rates for informational purposes.
Our reportable segments do not include the impact of intangible asset amortization from the Nalco and Purolite transactions or the impact of special (gains) and charges as these are not allocated to our reportable segments.
Our non-GAAP financial measures for organic sales, organic operating income and organic operating income margin are at fixed currency and exclude the impact of special (gains) and charges, the results of our acquired businesses from the first twelve months post acquisition and the results of divested businesses from the twelve months prior to divestiture. Further, due to the sale of the global surgical solutions business on August 1, 2024, we have excluded the results of the business for the six-month period ended June 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.
These non-GAAP measures are not in accordance with, or an alternative to U.S. GAAP, and may be different from non-GAAP measures used by other companies. Investors should not rely on any single financial measure when evaluating our business. We recommend that investors view these measures in conjunction with the U.S. GAAP measures included in this MD&A and we have provided reconciliations of reported U.S. GAAP amounts to the non-GAAP amounts.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include our business performance and prospects; expectations concerning timing, amount and type of restructuring costs and savings from restructuring activities; Russian operations; working capital; capital investments, acquisitions and share repurchases; amortization expense; non-performance of financial counterparties; payments and contributions to pension and postretirement health care benefit plans; the impact of lawsuits, claims and environmental matters; impact of new accounting pronouncements and tax laws; cash flows, borrowing capacity and funding of cash requirements, including repayment of debt; payments related to uncertain tax positions; and implementation of ERP system upgrade.
Without limiting the foregoing, words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “we believe,” “we expect,” “estimate,” “project” (including the negative or variations thereof) or similar terminology, generally identify forward-looking statements. Forward-looking statements may also represent challenging goals for us. These statements, which represent our expectations or beliefs concerning various future events, are based on current expectations that involve a number of risks and uncertainties that could cause actual results to differ materially from those of such forward-looking statements. In particular, the ultimate results of any restructuring or efficiency initiative, integration and business improvement actions, including cost synergies, depend on a number of factors, including the development of final plans, the impact of local regulatory requirements regarding employee terminations, the time necessary to develop and implement the restructuring or efficiency initiative and other business improvement initiatives and the level of success achieved through such actions in improving competitiveness, efficiency and effectiveness. We caution that undue reliance should not be placed on such forward-looking statements, which speak only as of the date made.
45
Some of the factors which could cause results to differ materially from those expressed in any forward-looking statements are set forth under Item 1A of our most recent Form 10-K and our other public filings with the Securities and Exchange Commission (the "SEC"), and include the impact of economic factors such as the worldwide economy, interest rates, foreign currency risk, reduced sales and earnings in our international operations resulting from the weakening of local currencies versus the U.S. dollar, demand uncertainty, supply chain challenges and inflation; the vitality of the markets we serve; exposure to global economic, political and legal risks related to our international operations, including international trade policies, geopolitical instability and the escalation of armed conflicts; our ability to successfully execute organizational change and management transitions; information technology infrastructure failures or breaches in data security; difficulty in procuring raw materials or fluctuations in raw material costs; the occurrence of severe public health outbreaks not limited to COVID-19; our ability to acquire complementary businesses and to effectively integrate such businesses; our ability to execute key business initiatives; our ability to successfully compete with respect to value, innovation and customer support; our increasing reliance on artificial intelligence technologies in our products, services and operations; pressure on operations from consolidation of customers or vendors; restraints on pricing flexibility due to contractual obligations and our ability to meet our contractual commitments; the costs and effects of complying with laws and regulations, including those relating to the environment, climate change standards, and to the manufacture, storage, distribution, sale and use of our products, as well as to the conduct of our business generally, including labor and employment and anti-corruption; potential chemical spill or release; our commitments, goals, targets, objectives and initiatives related to sustainability; potential to incur significant tax liabilities or indemnification liabilities relating to the separation and split-off of our ChampionX business; the occurrence of litigation or claims, including class action lawsuits; the loss or insolvency of a major customer or distributor; repeated or prolonged government and/or business shutdowns or similar events; acts of war or terrorism; natural or man-made disasters; water shortages; severe weather conditions; changes in tax laws and unanticipated tax liabilities; potential loss of deferred tax assets; our indebtedness, and any failure to comply with covenants that apply to our indebtedness; potential losses arising from the impairment of goodwill or other assets; and other uncertainties or risks reported from time to time in our reports to the SEC. There can be no assurances that our earnings levels will meet investors’ expectations. Except as may be required under applicable law, we do not undertake, and expressly disclaim, any duty to update our Forward-Looking Statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We use foreign currency forward contracts, interest rate swap agreements and foreign currency debt to manage risks associated with foreign currency exchange rates, interest rates and net investments in our foreign operations. We do not hold derivative financial instruments of a speculative nature or for trading purposes. For a more detailed discussion of derivative instruments, refer to Note 8, entitled “Derivatives and Hedging Transactions”, of the consolidated financial statements located under Part I, Item 1 of this quarterly report on Form 10-Q.
Item 4. Controls and Procedures
As of June 30, 2025, we carried out an evaluation, under the supervision and with the participation of our management, including our Chairman and Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our Chairman and Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective.
During the period April 1, 2025 through June 30, 2025 there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We are continuing our implementation of our enterprise resource planning (“ERP”) system upgrades, which are expected to occur in phases over the next several years. These upgrades, which include supply chain and certain finance functions, are expected to improve the efficiency of certain financial and related transactional processes. These upgrades of the ERP systems will affect the processes that constitute our internal control over financial reporting and will require testing for effectiveness.
46
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Note 16, entitled “Commitments and Contingencies” located under Part I, Item 1 of this Form 10-Q is incorporated herein by reference.
Item 1A. Risk Factors
In our report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 21, 2025, we identify under Item 1A important factors which could affect our financial performance and could cause our actual results for future periods to differ materially from our anticipated results or other expectations, including those expressed in any forward-looking statements made in this Form 10-Q. See the section entitled Forward-Looking Statements located on page 45 of this Form 10-Q. We may also refer to such disclosure to identify factors that may cause results to differ from those expressed in other forward-looking statements made in oral presentations, including telephone conferences and/or webcasts open to the public.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
| (1) | The average price paid per share includes brokerage commissions associated with publicly announced plan purchases plus the value of such other reacquired shares. |
| (2) | As announced on November 3, 2022, our Board of Directors authorized the repurchase of up to 10,000,000 shares. Subject to market conditions, we expect to repurchase all shares under these authorizations, for which no expiration date has been established, in open market or privately negotiated transactions, including pursuant to Rule 10b5-1 and accelerated share repurchase program. |
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Rule 10b5-1 Plan Adoptions and Modifications
None.
47
Item 6. Exhibits
Exhibit No. | Document | Method of Filing | ||
(a) | The following documents are filed as exhibits to this report: | |||
(3.1) | Restated Certificate of Incorporation of Ecolab Inc., as amended and in effect as of May 8, 2025. | Incorporated by reference to Exhibit (3.1) of our Form 8-K, dated May 9, 2025. | ||
(4.1) | Incorporated by reference to Exhibit (4.2) of our Form 8-K, dated June 5, 2025. | |||
(4.2) | Form of 4.300% Notes due 2028. | Included in Exhibit (4.1) above. | ||
(15.1) | Filed herewith electronically. | |||
(31.1) | Filed herewith electronically. | |||
(31.2) | Filed herewith electronically. | |||
(32.1) | Filed herewith electronically. | |||
(101.INS) | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | Filed herewith electronically. | ||
(101.SCH) | Inline XBRL Taxonomy Extension Schema. | Filed herewith electronically. | ||
(101.CAL) | Inline XBRL Taxonomy Extension Calculation Linkbase. | Filed herewith electronically. | ||
(101.DEF) | Inline XBRL Taxonomy Extension Definition Linkbase. | Filed herewith electronically. | ||
(101.LAB) | Inline XBRL Taxonomy Extension Label Linkbase. | Filed herewith electronically. | ||
(101.PRE) | Inline XBRL Taxonomy Extension Presentation Linkbase. | Filed herewith electronically. | ||
(104) | Cover Page Interactive Data File. | Formatted as Inline XBRL and contained in Exhibit 101. | ||
48
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 thereunto duly authorized.
ECOLAB INC. | |||
| |||
Date: August 7, 2025 | By: | /s/ Jennifer J. Bradway | |
Jennifer J. Bradway | |||
Senior Vice President and Corporate Controller | |||
(duly authorized officer and | |||
Chief Accounting Officer) | |||
49
Exhibit (15.1)
August 7, 2025
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We are aware that our report dated August 7, 2025 on our review of interim financial statements of Ecolab Inc., which appears in this Quarterly Report on Form 10-Q, is incorporated by reference in the Registration Statements on Form S-3 (No. 333-275302) and Form S-8 (Nos. 2‑90702; 33‑18202; 33‑55986; 33-56101; 33-34000; 33-56151; 33-60266; 333-95043; 333-109890; 333-18627; 333-109891; 333-95041; 333-40239; 333-95037; 333-50969; 333-58360; 333-97927; 333-115567; 333-129427; 333-129428; 333-140988; 333-115568; 333-132139; 333-147148; 333-163837; 333-165130; 333-165132; 333-166646; 333-174028; 333-178300; 333-178302; 333-190317; 333-199730; 333-199732; 333-226534; 333-250090; 333-271653; 333-271654; and 333-281207) of Ecolab Inc.
Very truly yours, | | |
| | |
/s/ PricewaterhouseCoopers LLP | | |
Minneapolis, Minnesota | | |
Exhibit (31.1)
CERTIFICATION
I, Christophe Beck, certify that:
1. | I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2025 of Ecolab Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 7, 2025 | | | |
| | | |
| | | |
/s/ Christophe Beck | | | |
Christophe Beck | | | |
Chief Executive Officer | | | |
| | |
Exhibit (31.2)
CERTIFICATION
I, Scott D. Kirkland, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2025 of Ecolab Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 7, 2025 | | | |
| | | |
| | | |
/s/ Scott D. Kirkland | | | |
Scott D. Kirkland | | | |
Chief Financial Officer | | | |
Exhibit (32.1)
Section 1350 Certifications
Pursuant to 18 U.S.C. Section 1350, each of the undersigned officers of Ecolab Inc. does hereby certify that:
| (a) | the Quarterly Report on Form 10-Q of Ecolab Inc. for the quarter ended June 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (b) | information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Ecolab Inc. |
Dated: August 7, 2025 | | | /s/ Christophe Beck |
| | | Christophe Beck |
| | | Chief Executive Officer |
| | | |
| | | |
Dated: August 7, 2025 | | | |
| | | /s/ Scott D. Kirkland |
| | | Scott D. Kirkland |
| | | Chief Financial Officer |