8-K

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.

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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

EX-99.1

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.

EX-99.2

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.

XML

Document and Entity Information	Apr. 20, 2020
Document Type	8-K
Document Period End Date	Apr. 20, 2020
Entity File Number	1-9328
Entity Registrant Name	ECOLAB INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	41-0231510
Entity Address, Address Line One	1 Ecolab Place
Entity Address, State or Province	MN
Entity Address, City or Town	Saint Paul
Entity Address, Postal Zip Code	55102
City Area Code	800
Local Phone Number	232-6522
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000031462
Amendment Flag	false
Common Stock [Member]
Title of 12(b) Security	Common Stock, $1.00 par value
Trading Symbol	ECL
Security Exchange Name	NYSE
Euro Notes due 2025 [Member}
Title of 12(b) Security	2.625% Euro Notes due 2025
Trading Symbol	ECL 25
Security Exchange Name	NYSE
Euro Notes due 2024 [Member]
Title of 12(b) Security	1.000% Euro Notes due 2024
Trading Symbol	ECL 24
Security Exchange Name	NYSE