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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 20, 2020

ECOLAB INC.

(Exact name of registrant as specified in its charter)

Delaware

1-9328

41-0231510

(State or other jurisdiction
of incorporation)

(Commission
File No.)

(IRS Employer
Identification No.)

1 Ecolab Place, Saint Paul, Minnesota

55102

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code 1-800-232-6522

(Not applicable)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, $1.00 par value

ECL

New York Stock Exchange

2.625% Euro Notes due 2025

ECL 25

New York Stock Exchange

1.000% Euro Notes due 2024

ECL 24

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02 Results of Operations and Financial Condition.

Ecolab Inc. (“Ecolab” or the “Company”) is providing as an exhibit to this Current Report on Form 8-K a table (Exhibit 99.1) with supplemental unaudited reportable segment net sales and operating income information for the years ended December 31, 2019 and December 31, 2018 reflecting international operations at the fixed currency exchange rates established by Company management at the beginning of 2020. The exhibit also reflects the following changes to the Company’s segment reporting structure:

Effective in the first quarter of 2020, and in anticipation of the separation of our Upstream Energy business under ChampionX Holding Inc. (a wholly owned subsidiary of Ecolab formed for the purpose of holding the Upstream Energy Business), the Company created the Upstream and Downstream operating segments from the Global Energy operating segment, which was also a reportable segment. The exhibit reflects the elimination of the Global Energy reportable segment and creation of the Downstream operating segment and the Upstream operating segment, which are reported in the Global Industrial reportable segment and newly established Upstream Energy reportable segment, respectively. Also, in the first quarter of 2020, the Company announced leadership changes which allow for shared oversight and focus on the Healthcare and Life Sciences operating segments and established the Global Healthcare and Life Sciences reportable segment. This segment is comprised of the Healthcare operating segment which was previously aggregated in the Global Institutional reportable segment and the Life Sciences operating segment which was previously aggregated in the Global Industrial reportable segment. Additionally, the exhibit reflects the Textile Care operating segment being reported in Other, which had previously been aggregated in the Global Industrial reportable segment. We made other immaterial changes, including the movement of certain customers and cost allocations between reportable segments. The changes noted above were effective in the first quarter of 2020.

The Company is also providing a table (Exhibit 99.2) with supplemental unaudited reportable segment net sales and operating income information for each of the four quarters of 2019 and for the twelve months ended December 31, 2019, reflecting the changes noted above. Ecolab also will publish the attached exhibits on its website located at www.ecolab.com.

The financial information in the tables represents a supplemental presentation of certain of Ecolab’s 2019 and 2018 reportable segment information as explained in this Current Report on Form 8-K and the tables and is not intended to replace the presentation of such information in Ecolab’s Quarterly Reports on Form 10-Q filed with respect to the first, second and third quarters of 2019 and Ecolab’s Annual Reports on Form 10-K filed with respect to the fiscal years ended December 31, 2019 and December 31, 2018.

The information in this Current Report on Form 8-K, including the exhibits attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in such a filing.

2

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

The following exhibits are furnished pursuant to Item 2.02 of Form 8-K and should not be deemed to be “filed” under the Securities Exchange Act of 1934.

Exhibit No.

Description

Method Of Filing

(99.1)

Supplemental Unaudited Reportable Segment Net Sales and Operating Income Information of Ecolab Inc. for the years ended December 31, 2019 and December 31, 2018.

Filed herewith electronically.

(99.2)

Supplemental Unaudited Reportable Segment Net Sales and Operating Income Information of Ecolab Inc. for each of the quarterly periods ended March 31, June 30, September 30, and December 31, 2019.

Filed herewith electronically.

(104)

Cover Page Interactive Data File.

Embedded within the Inline XBRL document.

3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ECOLAB INC.

Date: April 20, 2020

By:

/s/ David F. Duvick

David F. Duvick

Assistant Secretary

4

Exhibit 99.1

 

ECOLAB INC.

SUPPLEMENTAL REPORTABLE SEGMENT INFORMATION

AND NON-GAAP RECONCILIATION 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31 (millions)

 

2019

 

2018

 

 

 

 

 

 

 

Fixed

 

 

 

 

 

 

 

Fixed

 

 

 

 

 

 

 

 

 

 

 

Currency

 

 

 

 

 

 

 

 

 

 

Currency

 

 

 

 

 

 

Values at

 

Segment

 

Rate

 

Values at

 

Values at

 

Segment

 

Rate

 

Values at

 

 

 

2019 Rates

 

Change

 

Change

 

2019 Rates

 

2019 Rates

 

Change

 

Change

 

2019 Rates

 

Net Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Global Industrial

 

$

5,569.9

 

$

479.2

 

$

(52.7)

 

$

5,996.4

 

$

5,220.2

 

$

520.9

 

$

(50.8)

 

$

5,690.3

 

Global Institutional

 

 

5,235.5

 

 

(800.1)

 

 

(23.3)

 

 

4,412.1

 

 

5,066.0

 

 

(788.3)

 

 

(22.5)

 

 

4,255.2

 

Global Healthcare and Life Sciences

 

 

 -

 

 

991.7

 

 

(12.7)

 

 

979.0

 

 

 -

 

 

928.2

 

 

(12.5)

 

 

915.7

 

Upstream Energy

 

 

 -

 

 

2,350.0

 

 

2.9

 

 

2,352.9

 

 

 -

 

 

2,419.8

 

 

2.5

 

 

2,422.3

 

Global Energy

 

 

3,334.0

 

 

(3,334.0)

 

 

 -

 

 

 -

 

 

3,388.8

 

 

(3,388.8)

 

 

 -

 

 

 -

 

Other

 

 

907.5

 

 

313.2

 

 

(9.0)

 

 

1,211.7

 

 

855.7

 

 

308.2

 

 

(8.6)

 

 

1,155.3

 

Subtotal at fixed currency rates

 

 

15,046.9

 

 

 -

 

 

(94.8)

 

 

14,952.1

 

 

14,530.7

 

 

 -

 

 

(91.9)

 

 

14,438.8

 

Effect of foreign currency translation

 

 

(140.6)

 

 

 -

 

 

94.8

 

 

(45.8)

 

 

137.5

 

 

 -

 

 

91.9

 

 

229.4

 

Total reported GAAP net sales

 

$

14,906.3

 

$

 -

 

$

 -

 

$

14,906.3

 

$

14,668.2

 

$

 -

 

$

 -

 

$

14,668.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Global Industrial

 

$

854.7

 

$

133.4

 

$

(7.5)

 

$

980.6

 

$

724.4

 

$

116.2

 

$

(6.6)

 

$

834.0

 

Global Institutional

 

 

1,042.2

 

 

(93.4)

 

 

(1.5)

 

 

947.3

 

 

1,007.3

 

 

(100.8)

 

 

(1.5)

 

 

905.0

 

Global Healthcare and Life Sciences

 

 

 -

 

 

136.7

 

 

(1.6)

 

 

135.1

 

 

 -

 

 

136.8

 

 

(1.7)

 

 

135.1

 

Upstream Energy

 

 

 -

 

 

188.2

 

 

(0.3)

 

 

187.9

 

 

 -

 

 

170.7

 

 

1.6

 

 

172.3

 

Global Energy

 

 

379.1

 

 

(379.1)

 

 

 -

 

 

 -

 

 

338.5

 

 

(338.5)

 

 

 -

 

 

 -

 

Other

 

 

167.3

 

 

14.2

 

 

(0.9)

 

 

180.6

 

 

160.0

 

 

15.6

 

 

(1.0)

 

 

174.6

 

Corporate

 

 

(409.1)

 

 

 -

 

 

1.2

 

 

(407.9)

 

 

(303.6)

 

 

 -

 

 

0.9

 

 

(302.7)

 

Subtotal at fixed currency rates

 

 

2,034.2

 

 

 -

 

 

(10.6)

 

 

2,023.6

 

 

1,926.6

 

 

 -

 

 

(8.3)

 

 

1,918.3

 

Effect of foreign currency translation

 

 

(20.4)

 

 

 -

 

 

10.6

 

 

(9.8)

 

 

20.4

 

 

 -

 

 

8.3

 

 

28.7

 

Consolidated

 

$

2,013.8

 

$

 -

 

$

 -

 

$

2,013.8

 

$

1,947.0

 

$

 -

 

$

 -

 

$

1,947.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes:

We evaluate the performance of our non-U.S. dollar functional currency international operations based on fixed currency exchange rates, which eliminate the impact of exchange rate fluctuations on our international operations. Fixed currency amounts are updated annually at the beginning of each year based on translation into U.S. dollars at foreign currency exchange rates established by management, with all periods presented using such rates. The "Fixed Currency Rate Change” columns in the table above reflect international operations at fixed currency exchange rates established by management at the beginning of 2020, rather than the 2019 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 table above.

 

Effective in the first quarter of 2020, and in anticipation of the separation of our Upstream Energy business under ChampionX Holding Inc. (a wholly owned subsidiary of Ecolab formed for the purpose of holding the Upstream Energy Business), the Company created the Upstream and Downstream operating segments from the Global Energy operating segment, which was also a reportable segment. The table reflects the elimination of the Global Energy reportable segment and creation of the Downstream operating segment and the Upstream operating segment, which are reported in the Global Industrial reportable segment and newly established Upstream Energy reportable segment, respectively. Also, in the first quarter of 2020, the Company announced leadership changes which allow for shared oversight and focus on the Healthcare and Life Sciences operating segments and established the Global Healthcare and Life Sciences reportable segment. This segment is comprised of the Healthcare operating segment which was previously aggregated in the Global Institutional reportable segment and the Life Sciences operating segment which was previously aggregated in the Global Industrial reportable segment. Additionally, the table reflects the Textile Care operating segment being reported in Other,

which had previously been aggregated in the Global Industrial reportable segment. We made other immaterial changes, including the movement of certain customers and cost allocations between reportable segments. These changes are presented in "Segment Change" columns of the table above.

 

The above table includes financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S. (“GAAP”), including fixed currency sales and fixed currency operating income. We provide these measures as additional information regarding our operating results. We use these non-GAAP measures internally to evaluate our performance and in making financial and operational decisions, including with respect to incentive compensation. We believe that our presentation of these measures provides investors with greater transparency with respect to our results of operations and that these measures are useful for period-to-period comparison of results. These non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and may be different from non-GAAP measures used by other companies. Investors should not rely on any single financial measure when evaluating our business. We recommend that investors view these measures in conjunction with the GAAP measures included in the table.

 

Exhibit 99.2

 

ECOLAB INC.

SUPPLEMENTAL REPORTABLE SEGMENT INFORMATION AND NON-GAAP RECONCILIATION

2019 REVISED SEGMENT DATA AT 2020 FIXED CURRENCY EXCHANGE RATES

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(millions)

 

2019

 

 

    

First Quarter

 

Second Quarter

 

Third Quarter

 

Fourth Quarter

 

Twelve Months

 

 

 

Ended

 

Ended

 

Ended

 

Ended

 

Ended

 

 

 

March 31

 

June 30

 

September 30

 

December 31

 

December 31

 

Net Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Global Industrial

 

$

1,397.4

 

$

1,501.2

 

$

1,517.5

 

$

1,580.3

 

$

5,996.4

 

Global Institutional

 

 

1,020.2

 

 

1,112.5

 

 

1,150.6

 

 

1,128.8

 

 

4,412.1

 

Global Healthcare and Life Sciences

 

 

227.0

 

 

252.8

 

 

243.9

 

 

255.3

 

 

979.0

 

Upstream Energy

 

 

581.7

 

 

592.2

 

 

595.8

 

 

583.2

 

 

2,352.9

 

Other

 

 

274.7

 

 

306.2

 

 

323.1

 

 

307.7

 

 

1,211.7

 

Subtotal at fixed currency

 

 

3,501.0

 

 

3,764.9

 

 

3,830.9

 

 

3,855.3

 

 

14,952.1

 

Effect of foreign currency translation

 

 

4.4

 

 

(5.5)

 

 

(13.0)

 

 

(31.7)

 

 

(45.8)

 

Total reported GAAP net sales

 

$

3,505.4

 

$

3,759.4

 

$

3,817.9

 

$

3,823.6

 

$

14,906.3

 

 

    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Global Industrial

 

$

181.2

 

$

240.9

 

$

268.3

 

$

290.2

 

$

980.6

 

Global Institutional

 

 

176.2

 

 

236.0

 

 

282.9

 

 

252.2

 

 

947.3

 

Global Healthcare and Life Sciences

 

 

27.3

 

 

33.8

 

 

39.1

 

 

34.9

 

 

135.1

 

Upstream Energy

 

 

36.5

 

 

41.6

 

 

56.5

 

 

53.3

 

 

187.9

 

Other

 

 

28.9

 

 

45.5

 

 

54.5

 

 

51.7

 

 

180.6

 

Corporate

 

 

(83.4)

 

 

(97.5)

 

 

(111.1)

 

 

(115.9)

 

 

(407.9)

 

Subtotal at fixed currency

 

 

366.7

 

 

500.3

 

 

590.2

 

 

566.4

 

 

2,023.6

 

Effect of foreign currency translation

 

 

0.5

 

 

(1.7)

 

 

(2.6)

 

 

(6.0)

 

 

(9.8)

 

Total reported GAAP operating income

 

$

367.2

 

$

498.6

 

$

587.6

 

$

560.4

 

$

2,013.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes:

We evaluate the performance of our non-U.S. dollar functional currency international operations based on fixed currency exchange rates, which eliminate the impact of exchange rate fluctuations on our international operations. Fixed currency amounts are updated annually at the beginning of each year based on translation into U.S. dollars at foreign currency exchange rates established by management, with all periods presented using such rates. The difference between the fixed currency exchange rates and the actual currency exchange rates is reported within the "Effect of foreign currency translation" rows in the table above.

The table also reflects the segment changes noted in Exhibit 99.1, as well as other immaterial changes, including the movement of certain customers and cost allocations between reportable segments.

The above table includes financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S. (“GAAP”), including fixed currency sales and fixed currency operating income. We provide these measures as additional information regarding our operating results. We use these non-GAAP measures internally to evaluate our performance and in making financial and operational decisions, including with respect to incentive compensation. We believe that our presentation of these measures provides investors with greater transparency with respect to our results of operations and that these measures are useful for period-to-period comparison of results. These non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and may be different from non-GAAP measures used by other companies. Investors should not rely on any single financial measure when evaluating our business. We recommend that investors view these measures in conjunction with the GAAP measures included in the table.