# Ecolab Inc. (ECL) — Business, Risks and Management's Discussion, Q3 2026 Sources: Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (accession 0001104659-26-018357, filed February 23, 2026); Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 (accession 0001628280-26-068208); third-quarter 2026 earnings release furnished as Exhibit 99.1 to the Form 8-K of October 27, 2026 (accession 0001628280-26-067418). Ecolab's fiscal year is the calendar year. ## Business *From the FY2025 10-K (accession 0001104659-26-018357), with the 2026 segment changes and acquisitions from the Q3 2026 10-Q (accession 0001628280-26-068208).* Ecolab sells water-treatment, cleaning, sanitizing, infection-prevention and pest-elimination programs to industrial, institutional, food, healthcare, data-center, microelectronics and life-sciences customers. The offer is a bundle: proprietary chemistry, plus the dispensing, monitoring and control equipment that applies it, digital monitoring and on-site service from a field force of more than 25,000 sales and service employees (out of about 48,000 in total). Sales were $16.1 billion in 2025, to customers in more than 170 countries and 40 industries; about 47% came from customers outside the United States. Most revenue is from products and sold equipment, recognized when delivered. Pest Elimination is the exception: most of its revenue is service revenue, recognized over time. No customer or distributor accounted for 10% or more of revenue. One product class did cross that line: warewashing products (dishwashing chemistry) were about 13% of consolidated net sales in 2025. Ecolab's "One Ecolab" selling strategy aims to sell several segments' programs to the same customer. The pitch is better operating results with less water and energy. Most products are made in Ecolab's own plants. The company buys more than 10,000 raw materials, mainly inorganic and organic chemicals, and the largest single one is about 5% of raw-material purchases. Its key trademarks are Ecolab, Nalco and 3D TRASAR. International operations are generally less profitable than U.S. operations because of operating costs across many jurisdictions, import costs, smaller scale and more reliance on distributors. The company reports four segments. The sales and operating income figures below are 2025 amounts at management's fixed 2025 currency rates: - **Global Water** (sales $7,679.9 million; operating income $1,263.9 million). Water-treatment and process programs for cooling, boiler, ultrapure, waste and process water. It also sells refining process and fuel additives and the 3D TRASAR monitoring-and-control technology to manufacturing, power, chemicals, mining, refining and high-tech customers. The segment also includes Food & Beverage, which sells cleaning, sanitizing and water programs to dairies, farms, breweries, bottlers and meat and poultry processors, and Paper, which sells water and process programs to pulp and paper mills. From January 1, 2026, the former Light & Heavy operating segment was split into Heavy Water, Light Water and High-Tech. That brings the segment to five operating segments and the company to nine. Two acquisitions sit here. Ovivo Electronics, which makes ultrapure-water technology for semiconductor manufacturing, was acquired December 16, 2025. CoolIT Systems, a maker of liquid-cooling systems for data centers, was acquired July 2, 2026. - **Global Institutional & Specialty** (sales $5,962.0 million; operating income $1,357.8 million). Institutional sells warewashing, laundry, housekeeping, food-safety and pool and spa products to hospitality and foodservice customers, plus a dishwasher lease program. It also sells infection-prevention products to hospitals and long-term-care centers, a business that moved into Institutional in 2025. Specialty sells cleaning and sanitizing products, under the Ecolab and Kay brands, to quick-service restaurant chains and food retailers. Specialty depends on a limited number of major chains, franchisees and large food retailers. - **Global Pest Elimination** (sales $1,219.2 million; operating income $237.1 million). Services that detect, prevent and eliminate rodents and insects in restaurants, food and beverage plants, hotels, grocery stores and other commercial sites. Ecolab is expanding its connected-device "Pest Intelligence" model. - **Global Life Sciences** (sales $706.1 million; operating income $120.7 million). Cleaning and contamination-control products for pharmaceutical and personal-care manufacturers. The segment also sells Purolite purification resins, used in biopharma purification, active pharmaceutical ingredients and industrial separation, and Bioquell hydrogen-peroxide-vapor decontamination systems. Some history explains how the company looks today. Ecolab was incorporated in Delaware in 1924. Its water business largely comes from the Nalco merger, and its purification resins from the Purolite acquisition. The company split off its Upstream Energy business to ChampionX on June 3, 2020, and still supplies some products to ChampionX. It sold its global surgical solutions business on August 1, 2024, for a gain of $355.9 million. ## Risk factors *From Item 1A of the FY2025 10-K (accession 0001104659-26-018357). The Q3 2026 10-Q (accession 0001628280-26-068208) adds no new risk factors and refers back to the 10-K.* - **Economic cycles and end markets.** Changes in trade policy, tariffs and geopolitics (Europe, the Middle East, China and Russia) have created uncertainty about demand. Downturns in foodservice, hospitality, travel, healthcare, food processing, refining, pulp and paper, mining and steel cut customers' purchases of cleaning and water-treatment chemistry. In those conditions, slowing inflation makes margins harder to defend through pricing. - **International exposure.** About 47% of 2025 sales came from outside the U.S. That exposes Ecolab to currency devaluation, exchange controls, restrictions on repatriating cash, expropriation, sanctions and armed conflict. Weaker local currencies translate into fewer U.S. dollars of sales and earnings. Anti-corruption laws (FCPA, UK Bribery Act) are a particular risk at recently acquired operations. Ecolab has limited its Russian business to operations essential to life. - **Raw-material cost and supply.** Cost spikes and shortages have hurt results before. The U.S. Gulf Coast is a concentration point: it supplies refining and petrochemical raw materials and is a key customer base for the water business. A storm or freeze there, like the February 2021 Texas freeze, can disrupt both supply and sales. - **Acquisitions, amortization and impairment.** The growth strategy depends on buying and integrating businesses. Goodwill was $9.2 billion at December 31, 2025, much of it from the Nalco, Purolite and Ovivo Electronics deals, and the Nalco trade name is carried at $1.2 billion. Intangible amortization is significant, and an impairment would mean a non-cash loss. The July 2026 CoolIT Systems deal added a further $3.25 billion of preliminary goodwill (Q3 2026 10-Q). - **Execution of initiatives.** Ecolab is running several programs at once: the One Ecolab restructuring, which moves functional work into global centers of excellence; a phased ERP upgrade; and supply-chain investment to add Life Sciences capacity. Failures in any of them could disrupt the business. - **Competition, digital and AI.** Ecolab has to keep commercializing high-value products and digital offerings. Its growing use of AI brings operational, legal and regulatory, reputational, competitive, financial and cybersecurity risks. Competitors could also use AI better than Ecolab does. - **Information technology and cybersecurity.** Acquisitions have added complexity to Ecolab's systems. A breach of customer-facing remote-monitoring systems could expose customer data and lead to third-party claims. The company says it has had no material incidents to date. - **Customer and vendor consolidation and multi-year contracts.** Consolidation among customers and vendors can squeeze pricing and margins. Multi-year customer contracts limit pricing flexibility. - **Regulation, litigation, safety and chemical releases.** Ecolab faces environmental, climate, product-registration, chemical-management and labor regulation. It also faces costly litigation, including antitrust, product liability, wage-and-hour and class actions. Workplace safety incidents and accidental chemical spills or releases are inherent risks. - **ChampionX separation.** Ecolab could owe indemnification under the 2020 separation agreements, or ChampionX might not honor its own indemnities. The split-off's tax-free status rests on opinions of counsel, not an IRS ruling. If it were found taxable, Ecolab and the shareholders who took part in the exchange offer could face significant tax. - **Tax law.** Risks include the OECD Pillar Two 15% global minimum tax, its interaction with the U.S. One Big Beautiful Bill Act, possible IRS and foreign audit adjustments, and the recoverability of deferred tax assets. - **Indebtedness.** Debt was about $8.2 billion at December 31, 2025, including about $1.5 billion at floating rates. A one-percentage-point rise in floating rates would add about $15 million of annual interest expense. A ratings downgrade would raise funding costs. Total debt rose to $13.2 billion by September 30, 2026 after the CoolIT financing (Q3 2026 10-Q). - **Sustainability commitments.** Ecolab has public goals, including science-based emissions targets. Missing them, or being seen to miss them, could bring reputational, legal and financial costs. Meeting them may need capital and technology that do not yet exist. - **Extraordinary events.** These include losing a major customer or distributor, government shutdowns that delay product registrations and import licenses, war, disasters, water shortages and severe weather. **Litigation — TPC Group (Port Neches, Texas).** On November 27, 2019, an explosion and fire hit a TPC Group butadiene plant. Nalco, an Ecolab subsidiary, had supplied process chemicals to the plant but did not operate it. Nalco was named in multi-district litigation that consolidates claims from more than 5,000 plaintiffs. Nalco settled with part of the plaintiffs in July 2025, and in July 2026 reached a settlement in principle with substantially all of the remaining plaintiffs. Ecolab says the claims lack merit and expects any loss to be covered by insurance, subject to deductibles. It does not expect the remaining claims to have a material adverse effect (Q3 2026 10-Q, Note 16). ## Management's discussion — fiscal 2025 *From Item 7 of the FY2025 10-K (accession 0001104659-26-018357).* Management called 2025 a record year for sales, operating income margin, adjusted diluted EPS and free cash flow. Reported sales rose 2% to $16,081.2 million from $15,741.4 million. Organic sales grew 3%, from 1% volume and 2% pricing, partly offset by a 1-point drag from acquisitions and divestitures. Gross margin rose to 44.5% from 43.5% on value pricing. Reported operating income fell 2% to $2,737.6 million from $2,802.4 million. The decline came from comparison: 2025 carried $162.6 million of special charges, mainly One Ecolab restructuring, while 2024 had a net special gain of $183.6 million driven by the gain on selling the surgical solutions business. Excluding special items and Ovivo Electronics, adjusted operating income rose 11% and organic operating income rose 13%. Value pricing and productivity drove the gains, partly offset by investment in the business. Net income attributable to Ecolab was $2,075.6 million, against $2,112.4 million in 2024. Diluted EPS was $7.28, against $7.37. Adjusted diluted EPS rose 13% to $7.53 from $6.65. Net interest expense fell to $241.1 million from $282.5 million on lower rates and higher cash balances. The reported tax rate was 17.8%, against 17.1%. Results by segment, on an organic basis: - **Global Water:** organic sales up 2%. Double-digit growth in high-tech (data centers and microelectronics), better downstream growth and Food & Beverage up 4% offset a 3% decline in Paper and soft demand in basic industries. Organic operating margin rose 0.3 points. - **Global Institutional & Specialty:** organic sales up 3% (Institutional up 3%, Specialty up 5%). Organic operating margin rose 2.9 points on pricing, lower supply-chain costs and productivity. - **Global Pest Elimination:** organic sales up 6%, led by food & beverage and restaurants. Organic operating margin rose 1.2 points. - **Global Life Sciences:** organic sales up 5% on new business and improving industry trends. Organic operating margin rose 3.4 points. Operating cash flow was $3.0 billion, against $2.8 billion in 2024. Capital spending was $1.0 billion and acquisitions took $1.6 billion, mainly Ovivo Electronics. Ovivo cost $1.6 billion in cash; the Q3 2026 10-Q later put total consideration at $1,625 million, net of cash acquired. Ecolab paid $754 million of dividends and repurchased $784 million of shares. Dividends declared were $2.68 per share. In December 2025 the quarterly dividend rose 12% to $0.73, the 34th consecutive annual increase; Ecolab has paid dividends for 89 consecutive years. Year-end cash was $646 million and total debt $8.2 billion. Long-term credit ratings were A- (S&P), A3 (Moody's) and A- (Fitch), and management states it is committed to "A"-range ratings metrics. **One Ecolab restructuring.** Announced July 30, 2024, the program uses digital tools to move functional work from many countries into global centers of excellence. In February 2026 Ecolab expanded it. The new estimate was $334 million of restructuring costs ($261 million after tax) and $91 million of other special charges by the end of 2027, for annualized savings of $325 million by 2027. Restructuring charges were $117.0 million in 2025. The Q3 2026 10-Q revised the totals to $328 million of restructuring costs ($256 million after tax) and $97 million of special charges, with the $325 million savings target unchanged. Cumulative savings had reached $119 million at the time of the 10-K and $217 million by the Q3 2026 10-Q. ## Current quarter — Q3 2026 (quarter ended September 30, 2026) *From the Q3 2026 10-Q (accession 0001628280-26-068208) and the October 27, 2026 earnings release (Form 8-K Exhibit 99.1, accession 0001628280-26-067418).* Third-quarter net sales rose 13% to $4,694.8 million from $4,165.0 million. Organic sales grew 7%: volume rose 2% despite disruption in the Middle East, and pricing rose 5%, which management says it used to offset higher commodity costs. Acquisitions (Ovivo Electronics and CoolIT Systems) added 6 points, and currency was neutral. For the first nine months, sales rose 11% to $13,176.3 million, with organic growth of 5%. Reported operating income rose 7% to $810.5 million, for a 17.3% margin. Adjusted operating income rose 14% and organic operating income 11%, and the organic operating margin widened 70 basis points to 19.6%. Reported gross margin slipped to 44.1% from 44.8%; the company attributes the 70-basis-point decline in adjusted gross margin to the acquisitions. Excluding them, organic gross margin was 44.9% against 44.8%, as pricing offset higher commodity costs. Special charges were $82.9 million ($0.23 per diluted share), mainly acquisition and integration costs and One Ecolab. Net interest expense more than doubled to $124.8 million from $55.3 million because of the acquisition financing. Net income attributable to Ecolab fell 6% to $551.3 million, and diluted EPS fell 5% to $1.95 from $2.05. Adjusted diluted EPS rose 5% to $2.18, despite a headwind of about 10% from CoolIT amortization and financing costs. The reported tax rate was 20.2%, against 17.8%. Segment results for the quarter, at fixed currency: - **Global Water:** sales up 20% to $2,479.6 million. Acquisitions added 11 points and organic growth was 9%. Within that, High-Tech grew 63% organically on microelectronics and data centers. Food & Beverage grew 8%, Paper 6%, Light Water 5% and Heavy Water 4%. Operating income rose 24% to $445.2 million, and the organic operating margin was 17.5%, against 17.4%. - **Global Institutional & Specialty:** sales up 3% to $1,638.3 million. Institutional grew 2% despite a mid-single-digit decline in North American restaurant foot traffic, and Specialty grew 5%. Operating income rose 8% to $404.9 million, and the margin reached 24.7%, against 23.6%. - **Global Pest Elimination:** sales up 9% to $363.5 million (organic 8%). Operating income rose 6% to $73.9 million, and the organic margin was 20.8%, against 20.9%, because of investment in the Pest Intelligence platform, which has more than 800,000 connected devices deployed. Management expects the margin in the high-teens to 20% range over the next few quarters, against a 22% target. - **Global Life Sciences:** sales up 17% to $215.8 million on bioprocessing, personal care and purification. Comparison with last year's plant maintenance also helped. Operating income rose 49% to $50.2 million, and the margin reached 23.3%, against 18.3%. **CoolIT Systems acquisition.** On March 20, 2026, Ecolab agreed to buy CoolIT Systems, a data-center liquid-cooling company (Frigeo Holdings LLC), for $4,750 million, subject to adjustments. CoolIT makes coolant distribution units, cold plates and direct-to-chip cooling. The deal closed on July 2, 2026 for $4,627 million in cash, net of cash acquired and after adjustments, and CoolIT joined Global Water. The preliminary allocation is $3,251.1 million of goodwill (not tax-deductible) and $1,755.7 million of intangibles: $881.4 million of customer relationships, $641.6 million of technology and $232.7 million of trademarks. The deal was funded with $5.0 billion of senior notes due 2029, 2031, 2033 and 2036. Ecolab also completed a small pest-elimination acquisition in April 2026 for $26.9 million. Management expects Ovivo Electronics to grow mid-teens this year and CoolIT to more than double, compared with their sales before acquisition. Together the two deals are expected to add about 2 points to annual organic sales growth one year after closing. **Balance sheet and cash flow.** Total debt was $13.2 billion at September 30, 2026, against $8.2 billion at year-end 2025. Net debt to EBITDA rose to 3.1x from 2.0x. Cash was $722 million, of which $610 million was held outside the U.S., and no commercial paper was outstanding. Nine-month operating cash flow rose $77 million to $1,939.1 million, despite one-time incentive payments of $200 million to CoolIT and Ovivo Electronics employees. Nine-month capital spending was $902 million, share repurchases $672 million and dividends $629 million. Ecolab bought back no shares in the third quarter; 3,454,001 shares remain under the 2022 authorization. **Operating environment.** The war in the Middle East has driven energy-price volatility and major increases in raw-material, manufacturing and logistics costs. Ecolab began applying an energy surcharge in the second quarter of 2026 and says it expects pricing, volume growth and productivity to offset the cost pressure. **Outlook (October 27, 2026 release).** Guidance for the rest of 2026: - Full-year 2026 adjusted diluted EPS of $8.10 to $8.20, up 8% to 9%. This includes a headwind of about 6 points from CoolIT amortization and financing costs. Special charges are expected at about $0.83 per share. - Fourth-quarter 2026 reported sales up 12% to 14%, with organic sales up 6% to 7%. - Fourth-quarter adjusted operating margin of about 19% and organic operating margin of about 20%. - Fourth-quarter adjusted diluted EPS of $2.13 to $2.23, up 2% to 7% from $2.08. This includes a headwind of about 12 points from CoolIT. Fourth-quarter special charges are expected at about $0.26 per share. - For 2027, Chairman and CEO Christophe Beck expects organic sales growth at the upper end of the 5% to 7% target and an adjusted operating margin of 20%. He also sees a clear path to meet or exceed the 12% to 15% long-term adjusted EPS growth target. ## Subsequent events *From the subsequent-events disclosure in the Q3 2026 10-Q (accession 0001628280-26-068208, Note 8 and MD&A).* In October 2026, Ecolab settled 550 million Swiss francs of existing cross-currency swaps, which had been designated as net investment hedges. At the same time it entered replacement swaps of the same notional amount. Ecolab says the transactions had no material effect on its income statement. The 10-Q discloses no acquisitions, divestitures, borrowings or litigation outcomes after September 30, 2026.