Item 1. Financial Statements

​

​

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
​	​	First Quarter Ended
​	​	March 31
(millions, except per share amounts)	​	2026			​ ​ ​	2025
​	​	​	​	​	​	​	​
Product and equipment sales	​	​	$3,174.6	​	​	​	$2,901.9
Service and lease sales	​	​	891.5	​	​	​	793.1
Net sales	​	​	4,066.1	​	​	​	3,695.0
Product and equipment cost of sales	​	​	1,786.2	​	​	​	1,605.4
Service and lease cost of sales	​	​	509.1	​	​	​	454.8
Cost of sales (including special charges (a))	​	​	2,295.3	​	​	​	2,060.2
Selling, general and administrative expenses	​	​	1,102.4	​	​	​	1,050.0
Special (gains) and charges	​	​	46.4	​	​	​	29.5
Operating income	​	​	622.0	​	​	​	555.3
Other (income) expense	​	​	(8.8)	​	​	​	(13.0)
Interest expense, net	​	​	72.7	​	​	​	58.3
Income before income taxes	​	​	558.1	​	​	​	510.0
Provision for income taxes	​	​	121.5	​	​	​	103.5
Net income including noncontrolling interest	​	​	436.6	​	​	​	406.5
Net income attributable to noncontrolling interest	​	​	4.0	​	​	​	4.0
Net income attributable to Ecolab	​	​	$432.6	​	​	​	$402.5
​	​	​	​	​	​	​	​
Earnings attributable to Ecolab per common share	​	​	​	​	​	​	​
Basic	​	​	$1.53	​	​	​	$1.42
Diluted	​	​	$1.52	​	​	​	$1.41
​	​	​	​	​	​	​	​
Weighted-average common shares outstanding	​	​	​	​	​	​	​
Basic			282.0	​	​	​	283.4
Diluted			283.7	​	​	​	285.3
​	​	​	​	​	​	​	​

​

(a)	Cost of sales includes special (gains) and charges of $11.3 million and $4.8 million in the first quarter of 2026 and 2025, respectively, which is recorded in product and equipment cost of sales.

​

The accompanying notes are an integral part of the consolidated financial statements.

​

​

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

​

​	​	​	​	​	​	​	​
​	​	First Quarter Ended
​	​	March 31
(millions)	​ ​ ​	2026			​ ​ ​	2025
​	​	​	​	​	​	​	​
Net income including noncontrolling interest	​	​	$436.6	​	​	​	$406.5
​	​	​	​	​	​	​	​
Other comprehensive income (loss), net of tax	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
Foreign currency translation adjustments	​	​	​	​	​	​	​
Foreign currency translation		​	218.7	​	​	​	(58.8)
Gain (loss) on net investment hedges		​	32.3	​	​	​	(29.8)
Total foreign currency translation adjustments		​	251.0	​	​	​	(88.6)
​	​	​	​	​	​	​	​
Derivatives and hedging instruments		​	(4.1)	​	​	​	3.2
​	​	​	​	​	​	​	​
Pension and postretirement benefits	​	​	1.6	​	​	​	3.0
​	​	​	​	​	​	​	​
Subtotal		​	248.5	​	​	​	(82.4)
​	​	​	​	​	​	​	​
Total comprehensive income, including noncontrolling interest		​	685.1	​	​	​	324.1
Comprehensive income attributable to noncontrolling interest		​	4.3	​	​	​	3.8
Comprehensive income attributable to Ecolab	​	​	$680.8	​	​	​	$320.3

​

​

The accompanying notes are an integral part of the consolidated financial statements.

​

​

CONSOLIDATED BALANCE SHEETS

(unaudited)

​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
​	​	March 31			​	December 31
(millions, except per share amounts)	​ ​ ​	2026			​	2025
​	​	​	​	​	​	​	​
ASSETS	​	​	​	​	​	​	​
Current assets	​	​	​	​	​	​	​
Cash and cash equivalents	​	​	$519.8	​	​	​	$646.2
Accounts receivable, net		​	3,280.2	​	​	​	3,249.4
Inventories		​	1,572.0	​	​	​	1,490.4
Other current assets	​	​	670.7	​	​	​	569.6
Total current assets		​	6,042.7	​	​	​	5,955.6
Property, plant and equipment, net		​	4,397.2	​	​	​	4,276.6
Goodwill		​	9,438.7	​	​	​	9,227.0
Other intangible assets, net		​	3,524.2	​	​	​	3,688.5
Operating lease assets	​	​	775.1	​	​	​	765.9
Other assets	​	​	862.7	​	​	​	782.7
Total assets	​	​	$25,040.6	​	​	​	$24,696.3
​	​	​	​	​	​	​	​
LIABILITIES AND EQUITY	​	​	​	​	​	​	​
Current liabilities	​	​	​	​	​	​	​
Short-term debt	​	​	$1,573.2	​	​	​	$870.4
Accounts payable		​	2,054.8	​	​	​	2,071.0
Compensation and benefits		​	571.4	​	​	​	721.5
Income taxes		​	127.4	​	​	​	134.3
Other current liabilities	​	​	1,768.9	​	​	​	1,737.5
Total current liabilities		​	6,095.7	​	​	​	5,534.7
Long-term debt		​	6,922.5	​	​	​	7,365.9
Pension and postretirement benefits		​	547.6	​	​	​	546.1
Deferred income taxes	​	​	389.5	​	​	​	329.9
Operating lease liabilities	​	​	603.5	​	​	​	596.5
Other liabilities	​	​	449.8	​	​	​	518.7
Total liabilities		​	15,008.6	​	​	​	14,891.8
Commitments and contingencies (Note 16)	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
Equity (a)	​	​	​	​	​	​	​
Common stock		​	370.2	​	​	​	369.4
Additional paid-in capital		​	7,643.7	​	​	​	7,521.3
Retained earnings		​	13,060.5	​	​	​	12,834.0
Accumulated other comprehensive loss		​	(1,626.1)	​	​	​	(1,874.3)
Treasury stock		​	(9,444.4)	​	​	​	(9,079.6)
Total Ecolab shareholders’ equity		​	10,003.9	​	​	​	9,770.8
Noncontrolling interest		​	28.1	​	​	​	33.7
Total equity		​	10,032.0	​	​	​	9,804.5
Total liabilities and equity	​	​	$25,040.6	​	​	​	$24,696.3

​

(a)	Common stock, 800.0 shares authorized, $1.00 par value per share, 281.4 shares outstanding as of March 31, 2026 and 282.0 shares outstanding as of December 31, 2025. Shares outstanding are net of treasury stock.

​

The accompanying notes are an integral part of the consolidated financial statements.

​

​

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

​	​	​	​	​	​	​	​
​	​	First Quarter Ended
​	​	March 31
(millions)	​	2026			​	2025
​	​	​	​	​	​	​	​
OPERATING ACTIVITIES	​	​	​	​	​	​	​
Net income including noncontrolling interest	​	​	$436.6	​	​	​	$406.5
Adjustments to reconcile net income to cash provided by operating activities:	​	​	​	​	​	​	​
Depreciation	​	​	180.5	​	​	​	161.2
Amortization	​	​	82.6	​	​	​	74.9
Deferred income taxes	​	​	19.4	​	​	​	(21.0)
Share-based compensation expense	​	​	40.3	​	​	​	42.2
Pension and postretirement plan contributions	​	​	(18.1)	​	​	​	(15.6)
Pension and postretirement plan (income) expense, net	​	​	9.1	​	​	​	3.4
Restructuring charges, net of cash paid	​	​	3.5	​	​	​	21.8
Sale of global surgical solutions business	​	​	-	​	​	​	1.1
Other, net	​	​	10.6	​	​	​	(4.4)
Changes in operating assets and liabilities, net of effect of acquisitions:	​	​	​	​	​	​	​
Accounts receivable	​	​	13.5	​	​	​	(9.1)
Inventories	​	​	(47.3)	​	​	​	(69.1)
Other assets	​	​	(117.2)	​	​	​	(29.9)
Accounts payable	​	​	15.5	​	​	​	(2.5)
Other liabilities	​	​	(183.1)	​	​	​	(190.1)
Cash provided by operating activities	​	​	445.9	​	​	​	369.4
​	​	​	​	​	​	​	​
INVESTING ACTIVITIES	​	​	​	​	​	​	​
Capital expenditures	​	​	(348.5)	​	​	​	(237.9)
Property and other assets sold	​	​	0.2	​	​	​	21.6
Divestiture of businesses, net of cash divested	​	​	-	​	​	​	(14.9)
Other, net	​	​	(7.2)	​	​	​	7.2
Cash used for investing activities	​	​	(355.5)	​	​	​	(224.0)
​	​	​	​	​	​	​	​
FINANCING ACTIVITIES	​	​	​	​	​	​	​
Net issuances of commercial paper and notes payable	​	​	201.6	​	​	​	4.5
Long-term debt borrowings	​	​	53.0	​	​	​	-
Reacquired shares	​	​	(344.4)	​	​	​	(153.7)
Dividends paid	​	​	(215.9)	​	​	​	(192.0)
Exercise of employee stock options	​	​	83.5	​	​	​	98.5
Other, net	​	​	(3.6)	​	​	​	1.1
Cash used for financing activities	​	​	(225.8)	​	​	​	(241.6)
​	​	​	​	​	​	​	​
Effect of exchange rate changes on cash and cash equivalents	​	​	9.0	​	​	​	2.0
​	​	​	​	​	​	​	​
Decrease in cash and cash equivalents	​	​	(126.4)	​	​	​	(94.2)
Cash and cash equivalents, beginning of period	​	​	646.2	​	​	​	1,256.8
Cash and cash equivalents, end of period	​	​	$519.8	​	​	​	$1,162.6
​	​	​	​	​	​	​	​

​

​

The accompanying notes are an integral part of the consolidated financial statements.

​

​

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	First Quarter Ended March 31, 2026 and 2025
(millions, except per share amounts)	​ ​ ​	Common Stock		​ ​ ​	Additional Paid-in Capital		​ ​ ​	Retained Earnings		​ ​ ​	AOCI (Loss)		​ ​ ​	Treasury Stock		​ ​ ​	Ecolab Shareholders' Equity		​ ​ ​	Non-Controlling Interest		​ ​ ​	Total Equity
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	​	​	​	​	​	​	​	​	402.5	​	​	​	​	​	​	​		402.5	​		4.0	​		406.5
Other comprehensive income (loss)	​	​	​	​	​	​	​	​	​	​	​	(82.2)	​	​	​	​		(82.2)	​		(0.2)	​		(82.4)
Cash dividends declared (a)	​	​	​	​	​	​	​	​	(184.4)	​	​	​	​	​	​	​		(184.4)	​		(7.8)	​		(192.2)
Stock options and awards			0.8	​	​	138.6	​	​	​	​	​	​	​	​	1.3	​		140.7	​	​	​	​		140.7
Reacquired shares	​	​	​	​	​	​	​	​	​	​	​	​	​	​	(158.1)	​		(158.1)	​	​	​	​		(158.1)
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
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance, December 31, 2025	​		$369.4	​	​	$7,521.3	​	​	$12,834.0	​	​	($1,874.3)	​	​	($9,079.6)	​		$9,770.8	​		$33.7	​		$9,804.5
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income	​	​	​	​	​	​	​	​	432.6	​	​	​	​	​	​	​	​	432.6	​	​	4.0	​	​	436.6
Other comprehensive income (loss)	​	​	​	​	​	​	​	​	​	​	​	248.2	​	​	​	​		248.2	​		0.3	​		248.5
Cash dividends declared (a)	​	​	​	​	​	​	​	​	(206.1)	​	​	​	​	​	​	​		(206.1)	​		(9.9)	​		(216.0)
Stock options and awards			0.8	​	​	122.4	​	​	​	​	​	​	​	​	0.7	​		123.9	​	​	​	​		123.9
Reacquired shares	​	​	​	​	​	​	​	​	​	​	​	​	​	​	(365.5)	​		(365.5)	​	​	​	​		(365.5)
Balance, March 31, 2026	​	​	$370.2	​	​	$7,643.7	​	​	$13,060.5	​	​	($1,626.1)	​	​	($9,444.4)	​	​	$10,003.9	​	​	$28.1	​	​	$10,032.0

​

(a)	Dividends declared per common share were $0.73 and $0.65 in the first quarter of 2026 and 2025, respectively.

​

The accompanying notes are an integral part of the consolidated financial statements.

​

​

​

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

​

​

1. CONSOLIDATED FINANCIAL INFORMATION

​

The unaudited consolidated financial information for the first quarter ended March 31, 2026 and 2025 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, 2025 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, 2025 filed with the Securities and Exchange Commission (“SEC”) on February 23, 2026.

​

​

2. SPECIAL (GAINS) AND CHARGES

​

Special (gains) and charges reported on the Consolidated Statements of Income include the following:

​

​	​	​	​	​	​	​	​
​	​	First Quarter Ended
​	​	March 31
(millions)	​ ​ ​	2026			​	2025
Cost of sales	​	​	​	​	​	​	​
One Ecolab	​	​	$1.6	​	​	​	$4.8
Other restructuring	​	​	9.7	​	​	​	-
Cost of sales subtotal	​	​	11.3	​	​	​	4.8
​	​	​	​	​	​	​	​
Special (gains) and charges	​	​	​	​	​	​	​
One Ecolab	​	​	31.4	​	​	​	39.4
Acquisition and integration activities	​	​	14.1	​	​	​	1.5
Sale of global surgical solutions business	​	​	-	​	​	​	1.6
Other	​	​	0.9	​	​	​	(13.0)
Special (gains) and charges subtotal	​	​	46.4	​	​	​	29.5
​	​	​	​	​	​	​	​
Total special (gains) and charges	​	​	$57.7	​	​	​	$34.3

​

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. In February 2026, the Company expanded the One Ecolab initiative and anticipates total restructuring costs of $328 million ($256 million after tax) and special charges of $97 million ($76 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 $27.5 million ($20.6 million after tax) and $39.4 million ($30.5 million after tax) during the first quarter of 2026 and 2025, respectively, primarily related to severance and professional services. In addition, the Company recorded non-restructuring special charges of $5.5 million ($4.2 million after tax) and $4.8 million ($3.6 million after tax) during the first quarter of 2026 and 2025, respectively, primarily related to professional services. The Company has recorded $226.3 million ($174.1 million after tax) of cumulative restructuring charges and $60.1 million ($45.5 million after tax) of cumulative special charges under the One Ecolab initiative.

​

The net restructuring liability related to the One Ecolab initiative was $91.0 million and $96.1 million as of March 31, 2026 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.

​

​

Restructuring activity related to the One Ecolab initiative since inception of the underlying actions includes the following items:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Employee			​	​		​	​	​		​
​	​ ​ ​	Costs			​ ​ ​	Other			​ ​ ​	Total
(millions)	​	​	​	​	​	​	​	​	​	​	​	​
2024-2025 Activity	​	​	​	​	​	​	​	​	​	​	​	​
Recorded expense and accrual	​	​	$148.2	​	​	​	$45.3	​	​		$193.5	​
Net cash payments	​		(55.7)	​	​	​	(47.0)	​	​		(102.7)	​
Reclassification	​		-	​	​	​	5.3	​	​		5.3	​
Restructuring liability, December 31, 2025	​		92.5	​	​	​	3.6	​	​	​	96.1	​
​	​	​	​	​	​	​	​	​	​	​	​	​
2026 Activity	​	​	​	​	​	​	​	​	​	​	​	​
Recorded expense and accrual			$22.2	​	​	​	$5.3	​	​		$27.5	​
Net cash payments			(28.0)	​	​	​	(4.6)	​	​		(32.6)	​
Restructuring liability, March 31, 2026	​	​	$86.7	​	​	​	$4.3	​	​	​	$91.0	​

​

Other restructuring

​

Other restructuring is primarily related to other immaterial restructuring programs. 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.

​

During the first quarter of 2026, the Company recorded $9.7 million ($7.8 million after tax) related to other immaterial restructuring programs.

​

The restructuring liability balance for all other restructuring plans excluding One Ecolab was $11.8 million and $8.8 million as of March 31, 2026 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.

​

Acquisition and integration related costs

​

Acquisition and integration related costs reported in special (gains) and charges on the Consolidated Statements of Income include $14.1 million ($12.3 million after tax) and $1.5 million ($1.1 million after tax) in the first quarter of 2026 and 2025, respectively, primarily related to the Ovivo Electronics and pending CoolIT Systems acquisitions.

​

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 $1.6 million ($1.2 million after tax) in the first quarter of 2025.

​

Other operating activities

​

Other special charges recorded in special (gains) and charges on the Consolidated Statements of Income in the first quarter of 2026 were $0.9 million ($0.6 million after tax). Other special gains recorded in special (gains) and charges in the first quarter of 2025 were $13.0 million ($11.3 million gain after tax), 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.

​

No acquisitions were completed during the first quarter of 2026 or 2025.

​

Pending CoolIT Systems Acquisition

​

On March 20, 2026, Ecolab entered into an agreement to acquire CoolIT Systems for $4.75 billion, subject to certain adjustments. CoolIT Systems is a pure-play data center liquid cooling company that designs and manufactures high-performance liquid cooling systems, including coolant distribution units (CDUs), cold plates and direct-to-chip cooling technologies. The acquisition is expected to close in the third quarter of 2026, subject to regulatory approvals and other customary closing conditions.

​

Ovivo Electronics Acquisition

​

On December 16, 2025, the Company acquired Ovivo Electronics for total consideration of $1,596 million in cash, net of cash acquired. Ovivo Electronics is a leading and fast-growing global provider of breakthrough ultrapure water technologies for semiconductor manufacturing.

​

The Ovivo Electronics acquisition has been accounted for as a business combination with the assets acquired and liabilities assumed recognized at fair value as of the acquisition date. The fair values of intangible assets acquired were estimated using discounted cash flow analyses appropriate for the nature of the asset that incorporated projections of future cash flows and other valuation assumptions. Significant inputs and assumptions used in our customer relationship intangible asset valuations include projected revenues, contributory asset charges, tax savings due to amortization, income tax rates, customer attrition rates and discount rates. Significant inputs and assumptions to our trademarks and technology intangible asset valuations include projected revenues, asset life cycle, royalty rates, tax saving due to amortization, income tax rates, discount rates and estimated useful lives. Fair value measurements of certain tangible assets, definite-lived intangible assets, lease right of use assets and liabilities, net pension liabilities, carry over tax attributes, deferred income taxes, income tax uncertainties, and goodwill are preliminary and subject to changes as the information necessary to complete the valuations are obtained and analyzed. Accordingly, purchase accounting for this transaction is not yet complete pending finalization of these valuations and completion of comprehensive accounting policy consistency review. The amounts recorded reflect the Company’s best estimates as of March 31, 2026 and are subject to change.

​

The Company incurred certain transaction and integration costs associated with the acquisition that were expensed and are reflected in the Consolidated Statements of Income. Further information related to the Company’s special (gains) and charges is included in Note 2, “Special (Gains) and Charges.”

​

The following table summarizes the current preliminary acquisition date fair value of net assets acquired in the Ovivo Electronics acquisition:

​

​	​	​	​	​
(millions)	​	December 16, 2025
Net tangible assets (liabilities) acquired	​	​	($115.7)	​
Identifiable intangible assets		​	​	​
Customer relationships	​	​	327.9	​
Technology		​	145.7	​
Trademarks	​	​	43.1	​
Total Intangible Assets		​	516.7	​
​	​	​	​	​
Goodwill	​	​	1,194.7	​
​	​	​	​	​
Total consideration transferred to sellers, net of cash acquired	​	​	$1,595.7	​

​

During the first quarter of 2026, the Company recorded measurement period adjustments, including a $116.6 million decrease in customer relationships, a $15.0 million increase in other intangible assets, and a $12.3 million increase in tangible assets, which resulted in a $89.3 million increase in goodwill.

​

​

​

4. BALANCE SHEETS INFORMATION

​

​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​
​	​	March 31			​	December 31
(millions)	​ ​ ​	2026			​	2025
Accounts receivable, net	​	​	​	​	​	​	​	​
Accounts receivable	​	​	$3,404.0	​	​	​	$3,366.2	​
Allowance for expected credit losses and other accruals	​	​	(123.8)	​	​	​	(116.8)	​
Total	​	​	$3,280.2	​	​	​	$3,249.4	​
​	​	​	​	​	​	​	​	​
Inventories	​	​	​	​	​	​	​	​
Finished goods	​	​	$1,019.3	​	​	​	$962.1	​
Raw materials and parts	​	​	642.1	​	​	​	620.3	​
Inventories at FIFO cost	​	​	1,661.4	​	​	​	1,582.4	​
FIFO cost to LIFO cost difference	​	​	(89.4)	​	​	​	(92.0)	​
Total	​	​	$1,572.0	​	​	​	$1,490.4	​
​	​	​	​	​	​	​	​	​
Other current assets	​	​	​	​	​	​	​	​
Prepaid assets	​	​	$211.5	​	​	​	$159.5	​
Taxes receivable	​	​	229.5	​	​	​	229.8	​
Derivative assets	​	​	-	​	​	​	2.6	​
Contract assets	​	​	126.1	​	​	​	117.4	​
Other	​	​	103.6	​	​	​	60.3	​
Total	​	​	$670.7	​	​	​	$569.6	​
​	​	​	​	​	​	​	​	​
Property, plant and equipment, net	​	​	​	​	​	​	​	​
Land	​	​	$148.7	​	​	​	$149.2	​
Buildings and leasehold improvements	​	​	1,276.1	​	​	​	1,242.6	​
Machinery and equipment	​	​	2,579.6	​	​	​	2,496.4	​
Dispensing and monitoring equipment	​	​	3,300.8	​	​	​	3,193.1	​
Capitalized software	​	​	1,221.6	​	​	​	1,176.8	​
Construction in progress	​	​	880.4	​	​	​	858.1	​
​	​	​	9,407.2	​	​	​	9,116.2	​
Accumulated depreciation	​	​	(5,010.0)	​	​	​	(4,839.6)	​
Total	​	​	$4,397.2	​	​	​	$4,276.6	​
​	​	​	​	​	​	​	​	​
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	​	​	3,751.4	​	​	​	3,827.3	​
Patents	​	​	517.5	​	​	​	516.1	​
Trademarks	​	​	423.3	​	​	​	420.6	​
Other technologies	​	​	697.0	​	​	​	680.2	​
​	​	​	5,389.2	​	​	​	5,444.2	​
Accumulated amortization	​	​	​	​	​	​	​	​
Customer relationships	​	​	($2,156.9)	​	​	​	($2,077.3)	​
Patents	​	​	(374.0)	​	​	​	(367.4)	​
Trademarks	​	​	(281.9)	​	​	​	(272.0)	​
Other technologies	​	​	(282.2)	​	​	​	(269.0)	​
​	​	​	(3,095.0)	​	​	​	(2,985.7)	​
Net intangible assets subject to amortization	​	​	2,294.2	​	​	​	2,458.5	​
Total	​	​	$3,524.2	​	​	​	$3,688.5	​
​	​	​	​	​	​	​	​	​
Other assets	​	​	​	​	​	​	​	​
Deferred income taxes	​	​	$229.0	​	​	​	$181.0	​
Pension	​	​	194.5	​	​	​	184.3	​
Derivative asset	​	​	7.9	​	​	​	2.9	​
Other	​	​	431.3	​	​	​	414.5	​
Total	​	​	$862.7	​	​	​	$782.7	​

​

​

​

​

​

​

​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​
​	​	March 31			​	December 31
(millions)	​ ​ ​	2026			​	2025
Other current liabilities	​	​	​	​	​	​	​	​
Discounts and rebates	​	​	$516.8	​	​	​	$528.4	​
Dividends payable	​	​	206.1	​	​	​	205.9	​
Interest payable	​	​	60.2	​	​	​	64.8	​
Taxes payable, other than income	​	​	193.2	​	​	​	179.5	​
Derivative liability	​	​	52.3	​	​	​	5.4	​
Restructuring	​	​	100.6	​	​	​	102.5	​
Contract liability	​	​	201.1	​	​	​	173.0	​
Operating lease liabilities	​	​	167.3	​	​	​	164.7	​
Other	​	​	271.3	​	​	​	313.3	​
Total	​	​	$1,768.9	​	​	​	$1,737.5	​
​	​	​	​	​	​	​	​	​
Accumulated other comprehensive income (loss)	​	​	​	​	​	​	​	​
Unrealized gain (loss) on derivative financial instruments, net of tax	​	​	($8.1)	​	​	​	($4.0)	​
Unrecognized pension and postretirement benefit expense, net of tax	​	​	(493.9)	​	​	​	(495.5)	​
Cumulative translation, net of tax	​	​	(1,124.1)	​	​	​	(1,374.8)	​
Total	​	​	($1,626.1)	​	​	​	($1,874.3)	​

​

​

​

​

​

5. DEBT AND INTEREST

​

Short-term Debt

​

The following table provides the components of the Company’s short-term debt obligations as of March 31, 2026 and December 31, 2025.

​

​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​
​	​	March 31			​	December 31
(millions)	​ ​ ​	2026			​	2025
Short-term debt	​	​	​	​	​	​	​	​
Commercial paper	​	​	$300.0	​	​	​	$100.0	​
Notes payable	​	​	$8.6	​	​	​	11.0	​
Long-term debt, current maturities	​	​	1,264.6	​	​	​	759.4	​
Total	​	​	$1,573.2	​	​	​	$870.4	​

​

Lines of Credit

​

As of March 31, 2026, the Company had a $2.0 billion multi-year revolving credit facility which expires in 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 March 31, 2026 or December 31, 2025.

​

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 $300 million and $100 million outstanding commercial paper under its U.S. and Euro commercial paper programs as of March 31, 2026 and December 31, 2025, respectively.

​

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 March 31, 2026 and December 31, 2025, the Company had $8.6 million and $11.0 million, respectively, outstanding under these credit lines.

​

Long-term Debt

​

The following table provides the components of the Company’s long-term debt obligations, including current maturities, as of March 31, 2026 and December 31, 2025.

​

​	​	​	​	​	​	​	​	​	​	​
​	​	​ ​ ​	​ ​ ​	​ ​ ​		​	​	​ ​ ​		​
​	​	​	​	​	​	​	​	​	​	​
​	​	Maturity	​	March 31			​	December 31
(millions)	​	by Year	​	2026			​	2025
​	​	​	​	​	​	​	​	​	​	​
Long-term debt	​	​	​	​	​	​	​	​	​	​
Public notes (2026 principal amount)	​	​	​	​	​	​	​	​	​	​
Ten year 2016 senior notes ($750 million)	​	2026	​	​	747.9	​	​	​	744.4	​
Ten year 2017 senior notes ($500 million)	​	2027	​	​	482.4	​	​	​	477.7	​
Six year 2021 senior notes ($500 million)	​	2027	​	​	499.3	​	​	​	499.1	​
Five year 2022 senior notes ($500 million)	​	2028	​	​	497.4	​	​	​	497.1	​
Three year 2025 senior notes ($500 million)	​	2028	​	​	497.0	​	​	​	496.7	​
Ten year 2020 senior notes ($698 million)	​	2030	​	​	669.5	​	​	​	677.5	​
Ten year 2020 senior notes ($600 million)	​	2031	​	​	571.0	​	​	​	572.3	​
Eleven year 2021 senior notes ($650 million)	​	2032	​	​	646.5	​	​	​	646.4	​
Ten year 2025 senior notes ($500 million)	​	2035	​	​	495.2	​	​	​	495.1	​
Thirty year 2011 senior notes ($389 million)	​	2041	​	​	385.3	​	​	​	385.2	​
Thirty year 2016 senior notes ($200 million)	​	2046	​	​	197.6	​	​	​	197.6	​
Thirty year 2017 senior notes ($484 million)	​	2047	​	​	430.1	​	​	​	429.6	​
Thirty year 2020 senior notes ($500 million)	​	2050	​	​	491.8	​	​	​	491.7	​
Thirty year 2021 senior notes ($850 million)	​	2051	​	​	840.2	​	​	​	840.1	​
Thirty four year 2021 senior notes ($685 million)	​	2055	​	​	544.0	​	​	​	543.4	​
Finance lease obligations and other	​	​	​	​	191.9	​	​	​	131.4	​
Total debt	​	​	​	​	8,187.1	​	​	​	8,125.3	​
Long-term debt, current maturities	​	​	​	​	(1,264.6)	​	​	​	(759.4)	​
Total long-term debt	​	​	​	​	$6,922.5	​	​	​	$7,365.9	​

​

Public Notes and Other

​

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.

​

One of the Company’s Chinese subsidiaries maintains a construction loan facility that provides up to 1.1 billion in Chinese Yuan (“CNY”) ($160 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.

​

Covenants

​

The Company is in compliance with all covenants under the Company’s outstanding indebtedness as of March 31, 2026.

​

Net Interest Expense

​

Interest expense and interest income recognized during the first quarter of 2026 and 2025 were as follows:

​

​	​	​	​	​	​	​	​	​
​	​	First Quarter Ended						​
​	​	March 31						​
(millions)	​	2026			​	2025		​
Interest expense	​	​	$77.3	​	​	​	$72.6	​
Interest income		​	(4.6)	​	​	​	(14.3)
Interest expense, net	​	​	$72.7	​	​	​	$58.3	​

​

​

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.

​

Subsequent Events

​

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

​

​

​

​

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 nine 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. 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 quarter ended March 31, 2026 were as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​		​	Global		​	Global		​	​		​	​	​	​
​	​	Global		​	Institutional		​	Pest		​	Global		​	​	​	​
(millions)	​ ​ ​	Water		​ ​ ​	& Specialty		​	Elimination		​ ​ ​	Life Sciences		​	Total		​ ​ ​
December 31, 2025	​	​	$5,505.5	​	​	$1,041.5	​	​	$189.6	​	​	$2,490.4	​	​	$9,227.0	​
Prior year business combinations (a)	​	​	89.3	​	​	-	​	​	-	​	​	-	​	​	89.3	​
Effect of foreign currency translation	​	​	92.6	​	​	4.8	​	​	0.8	​	​	24.2	​	​	122.4	​
March 31, 2026	​	​	$5,687.4	​	​	$1,046.3	​	​	$190.4	​	​	$2,514.6	​	​	$9,438.7	​

​

(a)	Represents purchase price allocation adjustments 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. If circumstances change or events occur that demonstrate it is more likely than not that the carrying amount of an indefinite-lived intangible asset exceeds its fair value, the Company completes an interim impairment assessment of that asset prior to the next annual assessment. Based on the ongoing performance of the Company’s reporting units associated with the Nalco trade name, an interim indefinite life intangible asset impairment assessment was not performed during the first quarter of 2026. There has been no impairment of the Nalco trade name intangible since it was acquired.

​

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 first quarter of 2026 and 2025 was $82.6 million and $74.9 million, respectively. Amortization expense related to intangible assets for the remaining nine-month period of 2026 is expected to be approximately $246.4 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, foreign currency option 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:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	March 31, 2026
(millions)	​	Carrying			​	Fair Value Measurements
​	​ ​ ​	Amount			​ ​ ​	Level 1			​	Level 2			​ ​ ​	Level 3
Assets	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Foreign currency forward contracts			$13.3	​	​	​	$-	​	​		$13.3	​	​		$-	​
Cross-currency swap derivative contracts	​	​	33.6	​	​	​	-	​	​	​	33.6	​	​	​	-	​
​			​	​	​	​	​	​	​	​	​	​	​	​	​	​
Liabilities	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Foreign currency forward contracts	​	​	19.6	​	​	​	-	​	​	​	19.6	​	​	​	-	​
Interest rate swap agreements	​	​	76.2	​	​	​	-	​	​	​	76.2	​	​	​	-	​
Cross-currency swap derivative contracts	​	​	172.9	​	​	​	-	​	​	​	172.9	​	​	​	-	​
Forward-starting interest rate lock contracts			0.3	​	​	​	-	​	​		0.3	​	​		-	​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	December 31, 2025
(millions)	​	Carrying			​	Fair Value Measurements
​	​ ​ ​	Amount			​ ​ ​	Level 1			​	Level 2			​ ​ ​	Level 3
Assets	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Foreign currency forward contracts			$17.4	​	​	​	$-	​	​		$17.4	​	​		$-	​
Cross-currency swap derivative contracts	​	​	11.4	​	​	​	-	​	​	​	11.4	​	​	​	-	​
​			​	​	​	​	​	​	​	​	​	​	​	​	​	​
Liabilities	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Foreign currency forward contracts	​	​	20.3	​	​	​	-	​	​	​	20.3	​	​	​	-	​
Interest rate swap agreements	​	​	74.4	​	​	​	-	​	​	​	74.4	​	​	​	-	​
Cross-currency swap derivative contracts	​	​	190.6	​	​	​	-	​	​	​	190.6	​	​	​	-	​

​

The carrying values of foreign currency forward and option contracts are 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 carrying value of the forward-starting interest rate lock 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), the U.S. dollar and the Canadian dollar, and the U.S. dollar and the Swiss Franc. 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, “Derivatives and Hedging Transactions.”

​

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.

​

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:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	March 31, 2026							​	December 31, 2025
​	​	Carrying			​	Fair			​	Carrying			​	Fair
​	​ ​ ​	Amount			​ ​ ​	Value			​ ​ ​	Amount			​ ​ ​	Value
Long-term debt, including current maturities	​	​	$8,187.1	​	​	​	$7,351.5	​	​	​	$8,125.3	​	​	​	$7,381.8

​

​

​

​

8. DERIVATIVES AND HEDGING TRANSACTIONS

​

The Company uses foreign currency forward contracts, interest rate swap agreements, forward-starting interest rate lock contracts, 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 pledged 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:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Derivative Assets							Derivative Liabilities
​	​	​	March 31			​	December 31		​	March 31			​	December 31		​
(millions)	​ ​ ​	​	2026			​	2025		​ ​ ​	2026			​	2025
Derivatives designated as hedging instruments	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Foreign currency forward contracts	​	​	​	$1.2	​	​	​	$2.9	​	​	$8.0	​	​	​	$6.5	​
Interest rate swap agreements	​	​	​	-	​	​	​	-	​	​	76.2	​	​	​	74.4	​
Cross-currency swap derivative contracts	​	​	​	22.0	​	​	​	5.8	​	​	161.3	​	​	​	185.0	​
Forward-starting interest rate lock contracts	​	​	​	-	​	​	​	-	​	​	0.3	​	​	​	-	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Derivatives not designated as hedging instruments	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Foreign currency forward contracts	​	​	​	12.1	​	​	​	14.5	​	​	11.6	​	​	​	13.8	​
Cross-currency swap derivative contracts	​	​	​	11.6	​	​	​	5.6	​	​	11.6	​	​	​	5.6	​
Gross value of derivatives	​	​	​	46.9	​	​	​	28.8	​	​	269.0	​	​	​	285.3	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Gross amounts offset in the Consolidated Balance Sheets	​	​	​	(39.0)	​	​	​	(23.3)	​	​	(39.0)	​	​	​	(23.3)	​
Net value of derivatives	​	​	​	$7.9	​	​	​	$5.5	​	​	$230.0	​	​	​	$262.0	​

​

The following table summarizes the notional values of the Company’s outstanding derivatives:

​

​	​	​	​	​	​	​	​	​
​	​	Notional Values
​	​	​	March 31	​	​	December 31
(millions)	​	​ ​ ​	2026	​	​ ​ ​	2025
​	​	​	​	​	​	​	​	​
Foreign currency forward contracts	​	​	$2,160	​	​	​	$2,525	​
Interest rate swap agreements	​	​	1,500	​	​	​	1,500	​
Cross-currency swap derivative contracts	​	​	4,351	​	​	​	4,151	​
Forward-starting interest rate lock contracts	​	​	150	​	​	​	-	​

​

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 year. 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.

​

Additionally, the Company utilizes forward-starting interest rate lock contracts to hedge the interest rate risk related to anticipated debt issuances. These instruments are designated as cash flow hedges. Amounts are recorded in AOCI related to these rate lock contracts and are reclassified into interest expense over the term of the related debt, subsequent to issuance.

​

During the quarter ended March 31, 2026, the Company entered into forward-starting interest rate lock contracts to hedge the interest rate risk related to anticipated debt issuances for a total notional amount of $150 million.

​

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 expense, net and is offset by the gain or loss of the underlying debt instrument, which also is recorded in interest expense, net. 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:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Carrying amount of the hedged liabilities						​	​	Cumulative amount of the fair value hedging adjustment included in the carrying amount of the hedged liabilities						​
Line item in which the hedged item is included	​	March 31			​	December 31			​	March 31			​	December 31
(millions)	​ ​ ​	2026			​	2025		​	​ ​ ​	2026			​	2025
Short-term debt	​	​	$248.2	​	​	​	$-	​	​	​	$1.7	​	​	​	$-	​
Long-term debt	​	​	1,175.3	​	​	​	1,424.4	​	​	​	77.6	​	​	​	(78.0)	​

​

Net Investment Hedges

​

Cross-currency swap derivative contracts

​

During the quarter ended March 31, 2026, the Company entered into Swiss Franc (“₣”) cross-currency swap derivative contracts with an aggregate notional amount of ₣200 million.

​

In aggregate, the Company maintains Swiss Franc (“₣”), 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 March 31, 2026, the Company had ₣200 million ($250 million) €2,275 million ($2,628 million), CNH 3,984 million ($578 million), and CAD 280 million ($201 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.

​

The revaluation gains and losses on the Euronotes settled in 2025 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:

​

​	​	​	​	​	​	​	​	​
​	​	First Quarter Ended
​	​	March 31
(millions)	​ ​ ​	2026			​	2025
Revaluation gain (loss), net of tax:	​	​	​	​	​	​	​	​
Euronotes	​	​	$-	​	​	​	$7.1	​
Cross-currency swap derivative contracts	​	​	32.3	​	​	​	(36.9)	​
Total revaluation gain (loss), net of tax	​	​	$32.3	​	​	​	($29.8)	​

​

​

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”) are summarized below.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	First Quarter Ended														​
​	​	March 31														​
​	​	2026							​	2025						​
(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	​	​	($0.7)	​	($1.0)	​	$-	​	​	​	$2.1	​	$1.2	​	$-	​
Amount excluded from the assessment of effectiveness recognized in earnings based on changes in fair value	​	​	-	​	-	​	-	​	​	​	-	​	-	​	-	​
Interest rate swap agreements	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Amount of (loss) gain reclassified from AOCI to income	​	​	-	​	-	​	(0.2)	​	​	​	-	​	-	​	(0.5)	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Gain (loss) on derivatives not designated as hedging instruments:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Foreign currency forward contracts	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Amount of gain (loss) recognized in income	​	​	-	​	1.0	​	-	​	​	​	-	​	(0.5)	​	-	​
Total gain (loss) of all derivative instruments	​	​	($0.7)	​	$-	​	($0.2)	​	​	​	$2.1	​	$0.7	​	($0.5)	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

​

​

Subsequent Events

​

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

​

In April 2026, the Company entered into cross-currency swap derivative contracts with aggregate notional amounts of ₣500 million. These cross-currency swap derivative contracts are designated as net investment hedges of the Company’s Swiss Franc denominated exposures from its investments in certain of its Swiss Franc denominated functional currency subsidiaries.

​

​

​

​

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, “Derivatives and Hedging Transactions,” for additional information related to the Company’s derivatives and hedging transactions. Refer to Note 13, “Pension and Postretirement Plans,” 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:

​

​	​	​	​	​	​	​	​	​
​	​	First Quarter Ended						​
​	​	March 31						​
(millions)	​ ​ ​	2026			​	2025		​ ​ ​
Derivative and Hedging Instruments	​	​	​	​	​	​	​	​
Unrealized gain (loss) on derivative and hedging instruments	​	​	​	​	​	​	​	​
Amount recognized in AOCI	​	​	($7.3)	​	​	​	$8.5	​
(Gain) loss reclassified from AOCI into income	​	​	​	​	​	​	​	​
COS	​	​	0.7	​	​	​	(2.1)	​
SG&A		​	1.0	​	​	​	(1.2)
Interest (income) expense, net	​	​	0.2	​	​	​	0.5	​
​		​	1.9	​	​	​	(2.8)
Other activity		​	(0.1)	​	​	​	(0.2)
Tax impact		​	1.4	​	​	​	(2.3)
Net of tax	​	​	($4.1)	​	​	​	$3.2	​
​	​	​	​	​	​	​	​	​
Pension and Postretirement Benefits	​	​	​	​	​	​	​	​
Amount reclassified from AOCI into income	​	​	​	​	​	​	​	​
Settlement charge	​	​	$-	​	​	​	$-	​
Amortization of losses and prior period service credits, net	​	​	6.5	​	​	​	2.1	​
​		​	6.5	​	​	​	2.1	​
Other activity	​	​	(4.6)	​	​	​	1.4	​
Tax impact		​	(0.3)	​	​	​	(0.5)
Net of tax	​	​	$1.6	​	​	​	$3.0	​

​

The following table summarizes the derivative and pension and postretirement benefit amounts reclassified from AOCI into income:

​

​	​	​	​	​	​	​	​	​
​	​	First Quarter Ended						​
​	​	March 31						​
​	​ ​ ​	2026			​	2025		​ ​ ​
(millions)	​	​	​	​	​	​	​	​
Derivative (gain) loss reclassified from AOCI into income, net of tax	​	​	$1.5	​	​	​	($2.1)	​
​	​	​	​	​	​	​	​	​
Pension and postretirement benefits amortization of losses and prior period service	​	​	​	​	​	​	​	​
credits, net and settlement charge, reclassified from AOCI into income, net of tax	​	​	1.6	​	​	​	3.0	​

​

​

​

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 March 31, 2026, 4,643,448 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 quarter of 2026, the Company reacquired 1,343,178 shares of its common stock, of which 1,253,373 related to share repurchases through open market and 89,805 related to shares withheld for taxes on the exercise of stock options and the vesting of stock awards and units.

​

During the first quarter of 2025, the Company reacquired 648,220 shares of its common stock, of which 580,712 related to share repurchases through open market and 67,508 related to shares withheld for taxes on the exercise of stock options and the vesting of stock awards and units.

​

​

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:

​

​	​	​	​	​	​	​	​	​
​	​	First Quarter Ended
​	​	March 31
(millions, except per share)	​ ​ ​	2026			​ ​ ​	2025
​	​	​	​	​	​	​	​	​
Net income attributable to Ecolab	​	​	$432.6	​	​	​	$402.5	​
​	​	​	​	​	​	​	​	​
Weighted-average common shares outstanding	​	​	​	​	​	​	​	​
Basic		​	282.0	​	​	​	283.4	​
Effect of dilutive stock options and units		​	1.7	​	​	​	1.9	​
Diluted		​	283.7	​	​	​	285.3	​
​	​	​	​	​	​	​	​	​
Earnings attributable to Ecolab per common share	​	​	​	​	​	​	​	​
Basic EPS	​	​	$1.53	​	​	​	$1.42	​
Diluted EPS	​	​	$1.52	​	​	​	$1.41	​
​	​	​	​	​	​	​	​	​
Anti-dilutive securities excluded from the computation of diluted EPS		​	0.6	​	​	​	0.6	​
​	​	​	​	​	​	​	​	​
Amounts do not necessarily sum due to rounding.	​	​	​	​	​	​	​	​

​

​

​

​

12. INCOME TAXES

​

The Company’s tax rate was 21.8% and 20.3% for the first quarter of 2026 and 2025, respectively. The change in the Company’s tax rate for the first quarter of 2026 compared to the first quarter of 2025 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, “Special (Gains) and Charges.”

​

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

​

The Company recognized a net tax benefit related to discrete tax items of $0.5 million in the first quarter of 2025. This included $7.3 million associated with share-based compensation excess tax benefits. The remaining net expense of $6.8 million was from other tax adjustments including 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 2026. An estimate of the financial impact has been included in operating results as of March 31, 2026. OBBBA did not have a material impact to the Company’s income tax expense.

​

​

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 first quarter ended March 31 are as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	U.S.						​	International						​	U.S. Postretirement						​
​	​	Pensions						​	Pensions						​	Benefits						​
(millions)	​ ​ ​	2026			​	2025		​ ​ ​	2026			​	2025		​ ​ ​	2026			​	2025
Service cost	​	​	$12.8	​	​	​	$11.7	​	​	$5.1	​	​	​	$4.6	​	​	-	​	​	​	$0.1	​
Interest cost on benefit obligation		​	21.0	​	​	​	22.9	​	​	11.5	​	​	​	10.7	​	​	1.1	​	​	​	1.3	​
Expected return on plan assets		​	(36.2)	​	​	​	(37.6)	​	​	(12.7)	​	​	​	(12.4)	​	​	-	​	​	​	-	​
Recognition of net actuarial loss (gain)	​	​	6.5	​	​	​	2.1	​	​	2.1	​	​	​	2.1	​	​	(0.8)	​	​	​	(0.9)	​
Amortization of prior service benefit	​	​	(1.2)	​	​	​	(1.1)	​	​	(0.1)	​	​	​	(0.1)	​	​	-	​	​	​	-	​
Total expense (benefit)	​	​	$2.9	​	​	​	($2.0)	​	​	$5.9	​	​	​	$4.9	​	​	$0.3	​	​	​	$0.5	​

​

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 March 31, 2026, the Company is in compliance with all funding requirements of each of its defined benefit plans.

​

During the first quarter of 2026, the Company made contributions of $3 million to its U.S. non-contributory non-qualified defined benefit plans and estimates it will contribute an additional $9 million to such plans during the remainder of 2026.

​

During the first quarter of 2026, the Company made contributions of $13 million to its international pension plans and estimates it will contribute an additional $29 million to such plans during the remainder of 2026.

​

During the first quarter of 2026, the Company made contributions of $2 million to its U.S. postretirement health care plans and estimates it will contribute an additional $8 million to such plans during the remainder of 2026.

​

​

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 and personal care 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.

​

The Company’s operating lease revenue, including an immaterial amount of variable lease revenue, was as follows:

​

​	​	​	​	​	​	​	​	​
​	​	First Quarter Ended
​	​	March 31
(millions)	​	2026			​	2025
Operating lease revenue	​	​	$148.7	​	​	​	$136.5	​

​

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:

​	​	​	​	​	​	​	​	​
​	​	First Quarter Ended
​	​	March 31
(millions)	​ ​ ​	2026			​	2025		​ ​ ​
Global Water	​	​	​	​	​	​	​	​
Product and sold equipment		​	$1,769.4	​	​	​	$1,600.3	​
Service and lease equipment		​	273.6	​	​	​	226.1	​
Global Institutional & Specialty		​	​	​	​	​	​	​
Product and sold equipment	​	​	1,213.2	​	​	​	1,140.3	​
Service and lease equipment	​	​	298.2	​	​	​	277.7	​
Global Pest Elimination	​	​	​	​	​	​	​	​
Product and sold equipment	​	​	-	​	​	​	-	​
Service and lease equipment	​	​	310.8	​	​	​	280.6	​
Global Life Sciences	​	​	​	​	​	​	​	​
Product and sold equipment	​	​	192.0	​	​	​	161.3	​
Service and lease equipment	​	​	8.9	​	​	​	8.7	​
Total	​	​	​	​	​	​	​	​
Total product and sold equipment	​	​	$3,174.6	​	​	​	$2,901.9	​
Total service and lease equipment	​	​	$891.5	​	​	​	$793.1	​

​

Net sales at public exchange rates by geographic region for the first quarter ended March 31 are as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Global						​	Global Institutional						​	Global						​	Global						​
​	​	Water						​	& Specialty						​	Pest Elimination						​	Life Sciences						​
​	​	2026			​	2025		​	2026			​	2025		​	2026			​	2025		​	2026			​	2025		​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
United States	​	​	$878.6	​	​	​	$816.9	​	​	$994.3	​	​	​	$938.5	​	​	$211.3	​	​	​	$195.2	​	​	$47.9	​	​	​	$49.1	​
Europe		​	417.1	​	​	​	356.3	​	​	242.5	​	​	​	226.0	​	​	52.8	​	​	​	44.3	​	​	99.8	​	​	​	85.8	​
Asia Pacific		​	241.1	​	​	​	221.0	​	​	85.3	​	​	​	75.2	​	​	9.5	​	​	​	7.9	​	​	18.8	​	​	​	10.3	​
Latin America		​	199.0	​	​	​	180.3	​	​	53.1	​	​	​	49.2	​	​	16.2	​	​	​	14.1	​	​	3.4	​	​	​	5.1	​
Greater China	​	​	142.0	​	​	​	98.2	​	​	54.9	​	​	​	49.8	​	​	16.0	​	​	​	14.7	​	​	18.2	​	​	​	11.5	​
India, Middle East and Africa	​	​	106.5	​	​	​	100.0	​	​	19.9	​	​	​	21.8	​	​	1.9	​	​	​	1.7	​	​	8.7	​	​	​	7.3	​
Canada	​	​	58.7	​	​	​	53.7	​	​	61.4	​	​	​	57.5	​	​	3.1	​	​	​	2.7	​	​	4.1	​	​	​	0.9	​
Total	​	​	$2,043.0	​	​	​	$1,826.4	​	​	$1,511.4	​	​	​	$1,418.0	​	​	$310.8	​	​	​	$280.6	​	​	$200.9	​	​	​	$170.0	​

​

Net sales by geographic region were determined based on sales destination. The United States made up 52% and 54% of total revenues during the quarter ended March 31, 2026 and 2025, 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 $42.5 million and $42.7 million as of March 31, 2026 and December 31, 2025, respectively. Credit activity is recorded directly as a reduction to revenue.

​

The following table summarizes the activity in the allowance for expected credit losses:

​

​	​	​	​	​	​	​	​	​
​	​	First Quarter Ended
​	​	March 31
(millions)	​ ​ ​	2026			​ ​ ​	2025
​	​	​	​	​	​	​	​	​
Beginning balance	​	​	$74.1	​	​	​	$70.0	​
Bad debt expense			15.9	​	​		12.2	​
Write-offs			(8.9)	​	​		(9.6)	​
Other (a)			0.2	​	​		0.5	​
Ending balance	​	​	$81.3	​	​	​	$73.1	​

​

(a)	Other amounts are primarily the effects of changes in currency translations.

​

Contract Asset and 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 Company has contract assets which relate to performance under the contract in advance of billings. Contract assets were $126.1 and $117.4 million as of March 31, 2026 and December 31, 2025. In addition, the Company has contract liabilities which relate 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.

​

​	​	​	​	​	​	​	​	​
​	​	First Quarter Ended
​	​	March 31
(millions)	​ ​ ​	2026			​	2025		​ ​ ​
​	​	​	​	​	​	​	​	​
Contract liability as of beginning of the year		​	$173.0	​	​	​	$102.0
​	​	​	​	​	​	​	​	​
Revenue recognized in the period from:		​	​	​	​	​	​
Amounts included in the contract liability at the beginning of the year		​	(173.0)	​	​	​	(102.0)
​	​	​	​	​	​	​	​	​
Increases due to billings excluding amounts recognized as revenue during the period ended	​	​	201.1	​	​	​	110.6	​
​	​	​	​	​	​	​	​	​
Contract liability as of end of period	​	​	$201.1	​	​	​	$110.6	​

​

​

​

15. OPERATING SEGMENTS

​

The Company’s organizational structure consists of global business units and market-based leadership teams. The Company’s nine 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, 2026, the Company’s former Light & Heavy operating segment was divided into three new operating segments, Heavy Water, Light Water and High-Tech, which continue to remain in the Global Water reportable segment. The Company made other immaterial changes, including the movement of certain customers and cost allocations between reportable segments. These changes are presented in the "Other" column 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 2026, rather than the 2025 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.

​

The impact of the preceding changes on previously reported full year 2025 reportable segment information is summarized as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	December 31, 2025
​	​	​			​	​			​	​	​			​	​	​
​	​	2025 Reported			​	​	​	​	​	​	​	Fixed	​	​	​	2025 Reported
​	​	Valued at 2025			​	​			​	​	Currency			​	​	Valued at 2026
(millions)	​	Management Rates			​	Other			​	​	Rate Change			​	​	Management Rates
Net Sales	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Global Water	​	​	$7,679.9	​	​	​	$-	​	​	​	​	$427.8	​	​	​	​	$8,107.7	​
Global Institutional & Specialty	​	​	5,962.0	​	​	​	-	​	​	​	​	202.8	​	​	​	​	6,164.8	​
Global Pest Elimination	​	​	1,219.2	​	​	​	-	​	​	​	​	39.6	​	​	​	​	1,258.8	​
Global Life Sciences	​	​	706.1	​	​	​	-	​	​	​	​	61.0	​	​	​	​	767.1	​
Subtotal at fixed currency rates	​	​	15,567.2	​	​	​	-	​	​	​	​	731.2	​	​	​	​	16,298.4	​
Effect of foreign currency translation	​	​	514.0	​	​	​	​	​	​	​	​	(731.2)	​	​	​	​	(217.2)	​
Consolidated reported GAAP net sales	​	​	$16,081.2	​	​	​	$-	​	​	​	​	$-	​	​	​	​	$16,081.2	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Cost of Sales	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Global Water	​	​	$4,585.9	​	​	​	($2.3)	​	​	​	​	$254.5	​	​	​	​	$4,838.1	​
Global Institutional & Specialty	​	​	2,977.7	​	​	​	0.7	​	​	​	​	109.6	​	​	​	​	3,088.0	​
Global Pest Elimination	​	​	686.3	​	​	​	0.1	​	​	​	​	21.4	​	​	​	​	707.8	​
Global Life Sciences	​	​	382.6	​	​	​	1.5	​	​	​	​	29.0	​	​	​	​	413.1	​
Corporate	​	​	7.7	​	​	​	-	​	​	​	​	-	​	​	​	​	7.7	​
Subtotal at fixed currency rates	​	​	$8,640.2	​	​	​	$-	​	​	​	​	$414.5	​	​	​	​	$9,054.7	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Selling, General and Administrative Expenses	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Global Water	​	​	$1,830.1	​	​	​	$3.1	​	​	​	​	$78.9	​	​	​	​	$1,912.1	​
Global Institutional & Specialty	​	​	1,626.5	​	​	​	(1.3)	​	​	​	​	53.5	​	​	​	​	1,678.7	​
Global Pest Elimination	​	​	295.8	​	​	​	0.4	​	​	​	​	10.2	​	​	​	​	306.4	​
Global Life Sciences	​	​	202.8	​	​	​	(2.2)	​	​	​	​	9.3	​	​	​	​	209.9	​
Corporate	​	​	195.2	​	​	​	-	​	​	​	​	4.2	​	​	​	​	199.4	​
Subtotal at fixed currency rates	​	​	$4,150.4	​	​	​	$-	​	​	​	​	$156.1	​	​	​	​	$4,306.5	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Special (Gains) and Charges	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Corporate	​	​	150.3	​	​	​	-	​	​	​	​	-	​	​	​	​	150.3	​
Subtotal at fixed currency rates	​	​	$150.3	​	​	​	$-	​	​	​	​	$-	​	​	​	​	$150.3	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Operating Income	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Global Water	​	​	$1,263.9	​	​	​	($0.8)	​	​	​	​	$94.4	​	​	​	​	$1,357.5	​
Global Institutional & Specialty	​	​	1,357.8	​	​	​	0.6	​	​	​	​	39.7	​	​	​	​	1,398.1	​
Global Pest Elimination	​	​	237.1	​	​	​	(0.5)	​	​	​	​	8.0	​	​	​	​	244.6	​
Global Life Sciences	​	​	120.7	​	​	​	0.7	​	​	​	​	22.7	​	​	​	​	144.1	​
Corporate	​	​	(353.2)	​	​	​	-	​	​	​	​	(4.2)	​	​	​	​	(357.4)	​
Subtotal at fixed currency rates	​	​	2,626.3	​	​	​	-	​	​	​	​	160.6	​	​	​	​	2,786.9	​
Effect of foreign currency translation	​	​	111.3	​	​	​	-	​	​	​	​	(160.6)	​	​	​	​	(49.3)	​
Consolidated reported GAAP operating income	​	​	$2,737.6	​	​	​	$-	​	​	​	​	$-	​	​	​	​	$2,737.6	​

​

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 March 31 for each of the Company’s reportable segments were as follows:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	March 31, 2026
​	​	​	​	​	​	​	​	​	​	​
(millions)	​	Net Sales	​	COS	​	SG&A	​	Special (gains) and charges	​	Operating Income (Loss)
​	​	​	​	​	​	​	​	​	​	​
Global Water	​	$2,035.2	​	$1,239.1	​	$498.3	​	$-	​	$297.8
Global Institutional & Specialty	​	1,507.7	​	751.0	​	409.2	​	-	​	347.5
Global Pest Elimination	​	310.1	​	178.8	​	79.6	​	-	​	51.7
Global Life Sciences	​	200.9	​	108.0	​	55.4	​	-	​	37.5
Corporate	​	-	​	11.3	​	58.2	​	45.3	​	(114.8)
Subtotal at fixed currency rates	​	$4,053.9	​	$2,288.2	​	$1,100.7	​	$45.3	​	$619.7
Effect of foreign currency translation	​	12.2	​	​	​	​	​	​	​	2.3
Consolidated reported GAAP	​	$4,066.1	​	​	​	​	​	​	​	$622.0
​	​	​	​	​	​	​	​	​	​	​
​	​	March 31, 2025
​	​	​	​	​	​	​	​	​	​	​
(millions)	​	Net Sales	​	COS	​	SG&A	​	Special (gains) and charges	​	Operating Income (Loss)
​	​	​	​	​	​	​	​	​	​	​
Global Water	​	$1,899.5	​	$1,131.1	​	$489.7	​	$-	​	$278.7
Global Institutional & Specialty	​	1,454.8	​	731.4	​	415.0	​	-	​	308.4
Global Pest Elimination	​	287.4	​	166.9	​	72.8	​	-	​	47.7
Global Life Sciences	​	181.4	​	97.4	​	53.0	​	-	​	31.0
Corporate	​	-	​	4.8	​	49.6	​	29.1	​	(83.5)
Subtotal at fixed currency rates	​	$3,823.1	​	$2,131.6	​	$1,080.1	​	$29.1	​	$582.3
Effect of foreign currency translation	​	(128.1)	​	​	​	​	​	​	​	(27.0)
Consolidated reported GAAP	​	$3,695.0	​	​	​	​	​	​	​	$555.3

​

​

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, Purolite and Ovivo Electronics acquisitions and special (gains) and charges, as discussed in Note 2, “Special (Gains) and Charges,” 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.

​

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.

​

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.

​

17. NEW ACCOUNTING PRONOUNCEMENTS

​

​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​

​

​	​	​	​	​	​	​	​	​
Standards That Are Not Yet Adopted:
​	​	​	​	​	​	​	​	​
​	​ ​ ​	Date of	​ ​ ​	​	​ ​ ​	Date of	​ ​ ​	Effect on the
Standard		Issuance	​	Description		Adoption		Financial Statements
​	​	​	​	​	​	​	​	​
ASU 2024-03 and ASU 2025-01 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses	​	November 2024 and January 2025	​	The amendments in this ASU are intended to improve expense disclosures, primarily by requiring disclosure of disaggregated information about certain income statement expense line items on an annual and interim basis.	​	Effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.	​	The updates required by this standard should be applied prospectively, but retrospective application is permitted. The Company is currently evaluating the impact of adoption and additional disclosure requirements.
​	​	​	​	​	​	​	​	​
ASU 2025-06 (Topic 350): Targeted Improvements to the Accounting for Internal-Use Software	​	September 2025	​	The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach.	​	Effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within annual reporting periods. Early adoption is permitted.	​	The update provides for adoption on a prospective basis, with retrospective or modified retrospective adoption permitted. The Company is currently evaluating the impact of adoption.
​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​

​

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.

​

With respect to the unaudited financial information of the Company for the first quarter ended March 31, 2026 and 2025 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 May 7, 2026 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 March 31, 2026, and the related consolidated statements of income, comprehensive income, equity and cash flows for the three-month periods ended March 31, 2026 and 2025, 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, 2025, 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 23, 2026, 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, 2025, 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

May 7, 2026

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