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ECL US Equity

Ecolab Inc.Materials · Soap, Detergents, Cleang Preparations, Perfumes, Cosmetics · CIK 31462 · FY ends Dec 31
$281.63
+0.15 (+0.05%)
USD · as of 2026-08-21 · marketstack

ECL · 10-K · period ended 2021-12-31

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filed 2022-02-25 · EDGAR original ↗

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following management discussion and analysis (“MD&A”) provides information that we believe is useful in understanding our operating results, cash flows and financial condition. We provide quantitative information about the material sales drivers including the impact of changes in volume and pricing and the effect of acquisitions and changes in foreign currency at the corporate and reportable segment level. We also provide quantitative information regarding special (gains) and charges, discrete tax items and other significant factors we believe are useful for understanding our results. Such quantitative drivers are supported by comments meant to be qualitative in nature. Qualitative factors are generally ordered based on estimated significance.

The discussion should be read in conjunction with the consolidated financial statements and related notes included in this Form 10-K. Our consolidated financial statements are prepared in accordance with U.S. GAAP. This discussion contains various Non-GAAP Financial Measures and also contains various forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We refer readers to the statements and information set forth in the sections entitled “Non-GAAP Financial Measures” at the end of this MD&A, and “Forward-Looking Statements” and “Risk Factors” within Items 1 and 1A of this Form 10-K. We also refer readers to the tables within the section entitled “Results of Operations” of this MD&A for reconciliation information of Non-GAAP measures to U.S. GAAP.

Comparability of Results

Purolite acquisition

On December 1, 2021, we acquired Purolite for total consideration of $3.7 billion in cash. Purolite is a leading and fast-growing global provider of high-end ion exchange resins for the separation and purification of solutions for pharmaceutical and industrial applications. Headquartered in King of Prussia, Pennsylvania, Purolite operates in more than 30 countries. Purolite is reported within our Life Sciences operating segment. Acquisition and integration charges are recorded within special (gains) and charges.

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In addition, the remaining impacts of the Purolite acquisition including operating results, acquisition-related amortization and interest expense related to the transaction have also been excluded from adjusted results.

ChampionX Transaction

On June 3, 2020, we completed the previously announced separation of our Upstream Energy business (the “ChampionX business”) in a Reverse Morris Trust transaction (the “Transaction”) through the split-off of ChampionX Holding Inc. (“ChampionX”), formed by Ecolab as a wholly owned subsidiary to hold the ChampionX Business, followed immediately by the merger of ChampionX (the “Merger”) with a wholly owned subsidiary of ChampionX Corporation (f/k/a Apergy Corporation, “Apergy”).

The ChampionX business met the criteria to be reported as discontinued operations because the separation of ChampionX was a strategic shift in business that had a major effect on our operations and financial results. Therefore, we report the historical results of ChampionX, including the results of operations, cash flows, and related assets and liabilities, as discontinued operations for all periods presented herein. Unless otherwise noted, the accompanying MD&A has been revised to reflect the ChampionX business as discontinued operations and prior year balances have been revised accordingly to reflect continuing operations only.

Comparability of Reportable Segments

Effective in the first quarter of 2020, and in anticipation of the separation of the Upstream Energy business, we created the Upstream and Downstream operating segments from the Global Energy operating segment, which was also a reportable segment. Subsequent to the separation of ChampionX, we no longer report the Upstream Energy segment, which previously held the ChampionX business.

The Downstream operating segment has been aggregated into the Global Industrial reportable segment. Also, in the first quarter of 2020, we announced leadership changes which allow for shared oversight and focus on the Healthcare and Life Sciences operating segments and established the Global Healthcare & 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 Textile Care operating segment, which is now being reported in Other, had previously been aggregated in the Global Industrial reportable segment. We also renamed the Global Institutional reportable segment to the Global Institutional & Specialty reportable segment. We made other immaterial changes, including the movement of certain customers and cost allocations between reportable segments.

Impact of Acquisitions and Divestitures

Acquisition adjusted growth rates exclude the results of our acquired businesses from the first twelve months post acquisition, the results of our divested businesses from the twelve months prior to divestiture and the Venezuelan results of operations from all comparable periods. As part of the separation, we also entered into a Master Cross Supply and Product Transfer agreement with ChampionX to provide, receive or transfer certain products for a period up to 36 months. Sales of product to ChampionX under this agreement are recorded in product and equipment sales in the Corporate segment along with the related cost of sales. These transactions are removed from the consolidated results as part of the calculation of the impact of acquisitions and divestitures.

Fixed Currency Foreign Exchange Rates

Management evaluates the sales and operating income performance of our non-U.S. dollar functional currency international operations based on fixed currency exchange rates, which eliminate the impact of exchange rate fluctuations on our international operations. Fixed currency amounts are updated annually at the beginning of each year based on translation into U.S. dollars at foreign currency exchange rates established by management, with all periods presented using such rates. Public currency rate data provided within the “Segment Performance” section of this MD&A reflect amounts translated at actual public average rates of exchange prevailing during the corresponding period and is provided for informational purposes only.

EXECUTIVE SUMMARY

In 2021, we delivered strong sales performance in an environment where COVID-19 infections impacted business activity and further disrupted global supply chains which together, impacted the global recovery. Delivered product cost inflation and other supply constraints increased significantly but we undertook extraordinary measures to assure our customers were supplied with our critical products and services. Double-digit sales growth in the Institutional & Specialty and Other segments along with strong Industrial segment growth more than offset the Healthcare & Life Sciences segment’s decline versus a very strong gain last year. Accelerating pricing and higher volume more than offset significantly higher delivered product costs and supply constraints, including the impact of Texas Freeze and Hurricane Ida, and the comparison to lower variable compensation last year.

Sales

Reported sales increased 8% to $12.7 billion in 2021 from $11.8 billion in 2020. When measured in fixed rates of foreign currency exchange, fixed currency sales increased 6% compared to the prior year. Acquisition adjusted fixed currency sales increased 5% compared to the prior year.

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Gross Margin

Our reported gross margin was 40.2% of sales for 2021, compared to our 2020 reported gross margin of 41.4%. Excluding the impact of special (gains) and charges and impacts from the Purolite transaction included in cost of sales from both 2021 and 2020, our adjusted gross margin was 40.9% in 2021 and 41.8% in 2020.

Operating Income

Reported operating income increased 15% to $1.6 billion in 2021, compared to $1.4 billion in 2020. Adjusted operating income, excluding the impact of special (gains) and charges and the impacts of the Purolite transaction, increased 11% in 2021. When measured in fixed rates of foreign currency exchange, adjusted fixed currency operating income increased 8% in 2021.

Earnings from Continuing Operations Attributable to Ecolab Per Common Share (“EPS”)

Reported continuing operations diluted EPS increased 17% to $3.91 in 2021 compared to $3.33 in 2020. Special (gains) and charges had an impact on both years. Special (gains) and charges in 2021 include COVID-19 related charges, restructuring charges, debt refinancing charges, acquisition and integration charges, and litigation and other charges. Special (gains) and charges in 2020 include debt refinancing charges, restructuring charges, disposal and impairment charges, Healthcare product recall charges, acquisition and integration charges, COVID-19 related charges, and litigation and other charges. Special (gains) and charges in 2019 were driven primarily by the impact of restructuring charges, discrete tax items, acquisition and integration charges and litigation and other charges. The impact of the Purolite transaction was $0.02 per share dilutive to reported earnings per share from continuing operations (excluding special charges) as sales since its December 1, 2021 acquisition were more than offset by acquisition-related amortization and interest expense. Adjusted continuing operations diluted EPS, which exclude the impact of special (gains) and charges, the impacts of the Purolite transaction and discrete tax items increased 17% to $4.69 in 2021 compared to $4.02 in 2020.

Balance Sheet

We remain committed to maintaining “A” range ratings metrics over the long-term, supported by our current credit ratings of A-/A3/A- by Standard & Poor’s, Moody’s Investor Services and Fitch, respectively. Our strong balance sheet has allowed us continued access to capital at attractive rates.

Net Debt to EBITDA

Our net debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”) was 3.4 and 2.4 for 2021 and 2020, respectively. We view these ratios as important indicators of the operational and financial health of our organization. See the “Net Debt to EBITDA” table on page 44 for reconciliation information.

Cash Flow

Cash flow from continuing operations operating activities was $2.1 billion in 2021 compared to $1.7 billion in 2020. We continued to generate strong cash flow from operations, allowing us to fund our ongoing operations, investments in our business, acquisitions, debt repayments, pension obligations and return cash to our shareholders through share repurchases and dividend payments.

Dividends

We increased our quarterly cash dividend 6% in December 2021, bringing annual dividends declared to $1.95 per share. The increase represents our 30th consecutive annual dividend rate increase and the 85th consecutive year we have paid cash dividends. Our outstanding dividend history reflects our long term growth and development, strong cash flows, solid financial position and confidence in our business prospects for the years ahead.

CRITICAL ACCOUNTING ESTIMATES

Our consolidated financial statements are prepared in accordance with U.S. GAAP. We have adopted various accounting policies to prepare the consolidated financial statements in accordance with U.S. GAAP. Our significant accounting policies are disclosed in Note 2 of the Notes to the Consolidated Financial Statements (“Notes”).

Preparation of our consolidated financial statements, in conformity with U.S. GAAP, requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates are considered to be critical if they meet both of the following criteria: (1) the estimate requires assumptions to be made about matters that are highly uncertain at the time the accounting estimate is made, and (2) different estimates that we reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, have a material impact on the presentation of our financial condition or results of operations.

In March 2020, COVID-19 was declared a pandemic by the World Health Organization. As the impact of the pandemic continues to evolve, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require judgment. These estimates and assumptions may change in future periods and will be recognized in the consolidated financial

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information as new events occur and additional information becomes known. To the extent actual results differ materially from those estimates and assumptions, our future financial statements could be affected.

Besides estimates that meet the “critical” estimate criteria, we make many other accounting estimates in preparing our financial statements and related disclosures. All estimates, whether or not deemed critical, affect reported amounts of assets, liabilities, revenues or expenses as well as disclosures of contingent assets and liabilities. Estimates are based on experience and other information available prior to the issuance of the financial statements. Materially different results can occur as circumstances change and additional information becomes known, even from estimates not deemed critical. Our critical accounting estimates include the following:

Revenue Recognition

Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing service. 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. 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 over time 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.

Our revenue policies do not provide for general rights of return. We record estimated reductions to revenue for customer programs and incentive offerings including pricing arrangements, promotions and other volume-based incentives based primarily on historical experience and anticipated performance over the contract period. Depending on market conditions, we may increase customer incentive offerings, which could reduce gross profit margins over the term of the incentive. We also record estimated reserves for product returns and credits based on specific circumstances and credit conditions. We record an allowance for uncollectible accounts based on our estimates of expected future credit losses.

The revenue standard can be applied to a portfolio of contracts with similar characteristics if it is reasonable that the effects of applying the standard at the portfolio would not be significantly different than applying the standard at the individual contract level. We apply the portfolio approach primarily within each operating segment by geographical region. Application of the portfolio approach was focused on those characteristics that have the most significant accounting consequences in terms of their effect on the timing of revenue recognition or the amount of revenue recognized. We determined the key criteria to assess with respect to the portfolio approach, including the related deliverables, the characteristics of the customers and the timing and transfer of goods and services, which most closely aligned within the operating segments. In addition, the accountability for the business operations, as well as the operational decisions on how to go to market and the product offerings, are performed at the operating segment level. For additional information on revenue recognition, refer to Note 18.

Litigation and Environmental Liabilities

Our business and operations are subject to extensive environmental laws and regulations governing, among other things, air emissions, wastewater discharges, the use and handling of hazardous substances, waste disposal and the investigation and remediation of soil and groundwater contamination. Some risk of environmental liability is inherent in our operations.

We record liabilities related to pending litigation, environmental claims and other contingencies when a loss is probable and can be reasonably estimated. Estimates used to record such liabilities are based on our best estimate of probable future costs. We record the amounts that represent the points in the range of estimates that we believe are most probable or the minimum amount when no amount within the range is a better estimate than any other amount. Potential insurance reimbursements generally are not anticipated in our accruals for environmental liabilities or other insured losses. Expected insurance proceeds are recorded as receivables when recovery is deemed certain. While the final resolution of litigation and environmental contingencies could result in amounts different than current accruals, and therefore have an impact on our consolidated financial results in a future reporting period, we believe the ultimate outcome will not have a significant impact on our consolidated financial position. For additional information on our commitments and contingencies, refer to Note 16.

Actuarially Determined Liabilities

Pension and Postretirement Healthcare Benefit Plans

The measurement of our pension and postretirement benefit obligations are dependent on a variety of assumptions determined by management and used by our actuaries. These assumptions affect the amount and timing of future contributions and expenses.

The significant assumptions used in developing the required estimates are the discount rate, expected return on assets, projected salary and health care cost increases and mortality table.

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The effects of actual results differing from our assumptions, as well as changes in assumptions, are reflected in the unrecognized actuarial loss and amortized over future periods and, therefore, will generally affect our recognized expense in future periods. Significant differences in actual experience or significant changes in assumptions may materially affect future pension and other postretirement obligations and expense. The unrecognized net actuarial loss on our U.S. qualified and non-qualified pension plans decreased to $397 million as of December 31, 2021 from $691 million as of December 31, 2020 (both before tax), primarily due to current year net actuarial gains.

The effect of a decrease in the discount rate or decrease in the expected return on assets assumption as of December 31, 2021, on the December 31, 2021 defined benefit obligation and 2022 expense is shown below, assuming no changes in benefit levels and no amortization of gains or losses for our significant U.S. plans. Expense amounts reflect the accounting for actuarial gains as a component of other comprehensive income and recognition of the impacts into income over the remaining service period:

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ Effect on U.S. Pension Plans

​ ​ ​ ​ Increase in ​ Higher

​ ​ Assumption ​ Recorded ​ 2022

(millions) ​ Change ​ Obligation ​ Expense

Discount rate -0.25 pts ​ ​ $65.6 ​ ​ ​ $3.3 ​

Expected return on assets -0.25 pts ​ ​ N/A ​ ​ ​ 5.3 ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ Effect on U.S. Postretirement

​ ​ Health Care Benefits Plans

​ ​ ​ ​ Increase in ​ Higher

​ ​ Assumption ​ Recorded ​ 2022

(millions) ​ Change ​ Obligation ​ Expense

Discount rate -0.25 pts ​ $4.4 ​ ​ $0.1 ​

Expected return on assets -0.25 pts ​ N/A ​ ​ ​ - ​

Our international pension obligations and underlying plan assets represent approximately one third of our global pension plans, with the majority of the amounts held in the U.K. and Eurozone countries. We use assumptions similar to our U.S. plan assumptions to measure our international pension obligations, however, the assumptions used vary by country based on specific local country requirements and information.

Refer to Note 17 for further discussion concerning our accounting policies, estimates, funded status, contributions and overall financial positions of our pension and postretirement plan obligations.

Self-Insurance

Globally we have insurance policies with varying deductible levels for property and casualty losses. We are insured for losses in excess of these deductibles, subject to policy terms and conditions and have recorded both a liability and an offsetting receivable for amounts in excess of these deductibles. We are self-insured for health care claims for eligible participating employees, subject to certain deductibles and limitations. We determine our liabilities for claims on an actuarial basis.

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Income Taxes

Judgment is required to determine the annual effective income tax rate, deferred tax assets and liabilities, valuation allowances recorded against net deferred tax assets and uncertain tax positions.

Effective Income Tax Rate

Our effective income tax rate is based on annual income, statutory tax rates and tax planning available in the various jurisdictions in which we operate. Our annual effective income tax rate includes the impact of reserve provisions. We recognize the amount of tax benefit that is greater than 50% likely of being realized upon settlement with a taxing authority. We adjust these reserves in light of changing facts and circumstances.

Tax regulations require items to be included in our tax returns at different times than the items are reflected in our financial statements. As a result, the effective income tax rate reflected in our financial statements differs from that reported in our tax returns. Some of these differences are permanent, such as expenses that are not deductible on our tax return, and some are temporary differences, such as depreciation expense.

Deferred Tax Assets and Liabilities and Valuation Allowances

Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax bases of assets and liabilities, applying enacted tax rates expected to be in effect for the year in which the differences are expected to reverse. Based on the evaluation of available evidence, both positive and negative, we recognize tax assets, such as net operating loss carryforwards and tax credit carryforwards, to the extent that realizing these benefits is considered to be more likely than not. Relevant factors in determining the realizability of deferred tax assets include historical results, sources of future taxable income, the expected timing of the reversal of temporary differences, tax planning strategies and the expiration dates of the various tax attributes.

Uncertain Tax Positions

A number of years may elapse before a particular tax matter, for which we have established a liability for uncertain tax position, is audited and finally resolved. The number of tax years with open tax audits varies depending on the tax jurisdiction. The Internal Revenue Service (“IRS”) has completed examinations of our U.S. federal income tax returns through 2016 and the years 2017 and 2018 are currently under audit. In addition to the U.S. federal examinations, we have ongoing audit activity in several U.S. state and foreign jurisdictions.

The tax positions we take are based on our interpretations of tax laws and regulations in the applicable federal, state and international jurisdictions. We believe our tax returns properly reflect the tax consequences of our operations, and our liabilities for uncertain tax positions are appropriate and sufficient for the positions taken. Because of the uncertainty of the final outcome of these examinations, we have reserved for potential reductions of tax benefits (including related interest and penalties) for amounts that do not meet the more-likely-than-not thresholds for recognition and measurement as required by authoritative guidance. The liability for uncertain tax positions is reviewed throughout the year, taking into account new legislation, regulations, case law and audit results. Settlement of any particular issue could result in offsets to other balance sheet accounts, cash payments or receipts and/or adjustments to tax expense. Liabilities for uncertain tax positions are presented in the Consolidated Balance Sheets within other non-current liabilities. Our gross liability for uncertain tax positions was $25 million and $21 million as of December 31, 2021 and 2020, respectively. For additional information on income taxes refer to Note 13.

Long-Lived Assets, Intangible Assets and Goodwill

Long-Lived and Amortizable Intangible Assets

Long-lived and amortizable intangible assets acquired are recorded on the acquisition date at their respective fair values based on the fair value requirements defined in U.S. GAAP. This requires us to make significant estimates and assumptions relating to the present value of its future cash flows, such as growth rates, royalty rates or discount rates.

We review our long-lived and amortizable intangible assets, the net value of which was $6.8 billion and $5.3 billion as of December 31, 2021 and 2020, respectively, for impairment when significant events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. Such circumstances may include a significant decrease in the market price of an asset or asset group, a significant adverse change in the manner in which asset or asset groups are being used or history of operating or cash flow losses associated with the use of the asset or asset group. Impairment losses could occur when the carrying amount of an asset or asset group exceeds the anticipated future undiscounted cash flows expected to result from the use of the asset or asset group and its eventual disposition. The amount of the impairment loss to be recorded, if any, is calculated as the excess of the asset’s or assets group’s carrying amount over its estimated fair value.

We use the straight-line method to recognize amortization expense related to our amortizable intangible assets, including our customer relationships. We consider various factors when determining the appropriate method of amortization for our customer relationships, including projected sales data, customer attrition rates and length of key customer relationships.

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Globally, we have a broad customer base. Our retention rate of significant customers has aligned with our acquisition assumptions, including the customer bases acquired from our Nalco, Anios, CID Lines and Purolite transactions, which make up the majority of our unamortized customer relationships. Our historical retention rate, coupled with our consistent track record of keeping long-term relationships with our customers, supports our expectation of consistent sales generation for the foreseeable future from the acquired customer bases. If our customer retention rates or other post-acquisition operational activities change materially, we would evaluate the financial impact and significances of the events given rise to the change which could result in impairment of our customer relationship intangible assets, or absent an impairment, an acceleration of amortization.

In addition, we periodically reassess the estimated remaining useful lives of our long-lived and amortizable intangible assets. Changes to estimated useful lives would impact the amount of depreciation and amortization expense recorded in earnings. We have experienced no significant changes in the carrying amount or estimated remaining useful lives of our long-lived or amortizable intangible assets.

Goodwill and Indefinite Life Intangible Assets

We had total goodwill of $8.1 billion and $6.0 billion as of December 31, 2021 and 2020, respectively. We test our goodwill for impairment at the reporting unit level on an annual basis during the second quarter. Our reporting units are aligned with our eleven operating segments.

For our annual 2021 goodwill impairment assessment, we completed a quantitative impairment assessment for each of our eleven reporting units using discounted cash flow analyses that incorporated assumptions, including future operating performance, long-term growth, and discount rates. Our goodwill impairment assessments for 2021 indicated the estimated fair values of each of our reporting units exceeded the carrying amounts of the respective reporting units by a significant margin. We assess the need to test our reporting units for impairment during interim periods between our scheduled annual assessments when significant events or changes in business circumstances indicate that it is more likely than not that the carrying amount of a reporting unit may be higher than its fair value. Additionally, no events noted during the second half of 2021 indicated a need to update any of our analyses or conclusions reached in the second quarter of 2021 for any of our eleven reporting units. There has been no impairment of goodwill in any of the periods presented.

The Nalco trade name is our only indefinite life intangible asset. During the second quarter of 2021, we completed our annual impairment assessment of the Nalco trade name using the relief from royalty discounted cash flow method, which incorporates assumptions, including future sales projections, royalty rates and discount rates. Our Nalco tradename impairment assessment for 2021 indicated the estimated fair value of the Nalco trade name exceeded its $1.2 billion carrying amount by a significant margin. There has been no impairment of the Nalco trade name intangible since it was acquired.

RESULTS OF OPERATIONS

Net Sales

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent Change

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Service and lease sales ​ ​ 2,579.8 ​ ​ ​ 2,323.6 ​ ​ ​ 2,433.0 ​ ​ ​ ​ ​ ​ ​

Impact of Purolite on net sales ​ ​ 12.0 ​ ​ ​ - ​ ​ ​ - ​ ​ ​ ​ ​ ​ ​

Effect of foreign currency translation ​ 111.7 ​ 332.1 ​ ​ 241.2 ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

The percentage components of the year-over-year sales change are shown below:

​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Volume ​ ​ 3 % ​ (9) %

Price changes ​ ​ 2 ​ ​ 2 ​

Acquisition adjusted fixed currency sales change ​ ​ 5 ​ ​ (7) ​

Acquisitions & divestitures ​ ​ 1 ​ ​ 2 ​

Fixed currency sales change ​ ​ 6 ​ ​ (5) ​

Foreign currency translation ​ ​ 2 ​ ​ (1) ​

Reported GAAP net sales change ​ ​ 8 % ​ (6) %

Amounts do not necessarily sum due to rounding.

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Cost of Sales (“COS”) and Gross Profit Margin (“Gross Margin”)

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

​ ​ ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross

(millions/percent) ​ COS ​ ​ Margin ​ ​ COS ​ ​ Margin ​ ​ COS ​ ​ Margin

Special (gains) and charges ​ 93.9 ​ ​ ​ ​ ​ ​ 48.2 ​ ​ ​ ​ ​ 38.5 ​ ​ ​

Impact of Purolite on COS ​ 7.6 ​ ​ ​ ​ ​ ​ - ​ ​ ​ ​ ​ ​ - ​ ​ ​ ​

Our COS values and corresponding gross margin are shown above. Our gross margin is defined as sales less cost of sales divided by sales.

Our reported gross margin was 40.2%, 41.4%, and 43.9% for 2021, 2020, and 2019, respectively. Our 2021, 2020 and 2019 reported gross margins were negatively impacted by special (gains) and charges of $93.9 million, $48.2 million, and $38.5 million, respectively. Special (gains) and charges items impacting COS are shown within the “Special (Gains) and Charges” table below.

Excluding the impact of special (gains) and charges and the impacts of the Purolite transaction, our 2021 adjusted gross margin was 40.9% compared against a 2020 adjusted gross margin of 41.8%. The decrease primarily reflected increased pricing and higher volumes which were more than offset by significantly higher delivered product costs and supply constraints, including the impact of the Texas Freeze and Hurricane Ida.

Excluding the impact of special (gains) and charges, our adjusted gross margin was 41.8% and 44.2% for 2020 and 2019, respectively. The decrease primarily reflected the impact of lower volume, reduced operating leverage and unfavorable business mix, which more than offset pricing.

Selling, General and Administrative Expenses (“SG&A”)

​ ​ ​ ​ ​ ​ ​ ​ ​ ​

The decreased SG&A ratio (SG&A expenses as a percentage of reported net sales) comparing 2021 against 2020 was driven primarily by higher net sales, cost savings initiatives and reduction in bad debt, partially offset by higher variable compensation compared to last year. The decreased SG&A ratio comparing 2020 against 2019 was driven primarily by lower incentive compensation, discretionary spend reductions and cost savings initiatives which offset the effects of lower sales.

Special (Gains) and Charges

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

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Cost of sales ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Restructuring activities ​ $24.7 ​ ​ $7.4 ​ ​ ​ $20.4 ​

Acquisition and integration activities ​ ​ 4.2 ​ ​ ​ 3.9 ​ ​ ​ 7.6 ​

COVID-19 activities, net ​ ​ 64.7 ​ ​ ​ 12.5 ​ ​ ​ - ​

Cost of sales subtotal ​ 93.9 ​ ​ 48.2 ​ 38.5 ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Special (gains) and charges ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Restructuring activities ​ 11.9 ​ ​ 71.4 ​ ​ ​ 93.2 ​

Acquisition and integration activities ​ ​ 29.9 ​ ​ ​ 8.5 ​ ​ ​ 5.6 ​

Disposal and impairment activities ​ ​ - ​ ​ ​ 41.4 ​ ​ ​ - ​

COVID-19 activities, net ​ ​ 42.4 ​ ​ ​ 23.6 ​ ​ ​ - ​

Special (gains) and charges subtotal ​ 102.6 ​ ​ 179.6 ​ 120.2 ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Operating income subtotal ​ ​ 196.5 ​ ​ ​ 227.8 ​ ​ ​ 158.7 ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Other (income) expense ​ ​ 37.2 ​ ​ ​ 0.4 ​ ​ ​ 9.5 ​

Interest expense, net ​ ​ 33.1 ​ ​ ​ 83.8 ​ ​ ​ 0.2 ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Total special (gains) and charges ​ ​ $266.8 ​ ​ ​ $312.0 ​ ​ ​ $168.4 ​

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For segment reporting purposes, special (gains) and charges are not allocated to reportable segments, which is consistent with our internal management reporting.

Restructuring Activities

Restructuring activities are primarily related to the Institutional Advancement Program and Accelerate 2020, both of which are described below. These activities have been included as a component of cost of sales, special (gains) and charges, and other (income) expense on the Consolidated Statements of Income. Restructuring liabilities have been classified as a component of other current and other noncurrent liabilities on the Consolidated Balance Sheets.

Further details related to our restructuring charges are included in Note 3.

Institutional Advancement Program

We approved a restructuring plan in 2020 focused on the Institutional business (“the Institutional Plan”) which is intended to enhance our Institutional sales and service structure and allow the sales team to capture share and penetration while maximizing service effectiveness by leveraging our ongoing investments in digital technology. In February 2021, we expanded the Institutional Plan, and expect that these restructuring charges will be completed by 2023, with total anticipated costs of $65 million ($50 million after tax) or $0.17 per diluted share. The costs are expected to be primarily cash expenditures for severance and facility closures. We also anticipate non-cash charges related to equipment disposals. Actual costs may vary from these estimates depending on actions taken.

In 2021, we recorded total restructuring charges of $12.6 million ($10.2 million after tax) or $0.04 per diluted share, primarily related to severance, disposals of equipment and office closures. We have recorded $47.8 million ($36.6 million after tax), or $0.13 per diluted share of cumulative restructuring charges under the Institutional Plan. The liability related to the Institutional Plan was $5.1 million as of December 31, 2021. The majority of the pretax charges represent net cash expenditures which are expected to be paid over a period of a few months to several quarters which continue to be funded from operating activities.

The Institutional Plan has delivered $41 million of cumulative cost savings with estimated annual cost savings of $50 million in continuing operations by 2024.

Accelerate 2020

During 2018, we formally commenced a restructuring plan Accelerate 2020 (“the Plan”), to leverage technology and system investments and organizational changes. The goal of the Plan is to further simplify and automate processes and tasks, reduce complexity and management layers, consolidated facilities and focus on key long-term growth areas by further leveraging technology and structural improvements. During 2020, we expanded the Plan for additional costs and savings to further leverage the technology and structural improvements. Following the establishment of the separate Institutional Plan, we now expect that the restructuring activities will be completed by the end of 2022, with total anticipated costs of $255 million ($195 million after tax), or $0.67 per diluted share, over this period of time, when revised for continuing operations. Costs are expected to be primarily cash expenditures for severance costs and some facility closure costs relating to team reorganizations. Actual costs may vary from these estimates depending on actions taken.

We recorded restructuring charges of $5.3 million ($6.2 million after tax) or $0.02 per diluted share in 2021. The liability related to the Plan was $32.7 million as of the end of the year. We have recorded $244.5 million ($190.0 million after tax), or $0.66 per diluted share, of cumulative restructuring charges under the Plan. The majority of the pretax charges represent net cash expenditures which are expected to be paid over a period of a few months to several quarters which continue to be funded from operating activities.

The Plan has delivered $300 million of cumulative cost savings with estimated annual cost savings of $315 million in continuing operations by 2022.

Other Restructuring Activities

During 2021, we incurred restructuring charges of $18.7 million ($17.0 million after tax), or $0.06 per diluted share, related to other immaterial restructuring activity. The charges primarily related to severance and asset write-offs.

During 2020, we incurred restructuring charges of $1.8 million ($1.2 million after tax), or less than $0.01 per diluted share, related to other immaterial restructuring plan. The charges are comprised of severance, facility closure costs, including asset disposals, and consulting fees.

During 2019, net restructuring gains related to restructuring plans entered into prior to 2019 were $1.5 million ($1.1 million after tax) or less than $0.01 per diluted share.

The restructuring liability balance for all other restructuring plans excluding Accelerate 2020 and the Institutional Plan were $4.6 million and $5.9 million as of December 31, 2021 and 2020, respectively. The reduction in liability was driven primarily by severance payments. 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. Cash payments during 2021 related to all other restructuring plans excluding the Accelerate 2020 and Institutional Plan were $10.5 million.

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Acquisition and integration related costs

Acquisition and integration costs reported in special (gains) and charges on the Consolidated Statements of Income in 2021 include $29.9 million ($23.5 million after tax) or $0.08 per diluted share. Charges are related to the Purolite Corporation (“Purolite”), Copal Invest NV, including its primary operating entity CID Lines (collectively, “CID Lines”), and Bioquell PLC (“Bioquell”) acquisitions and consist of integration costs and advisory and legal fees. Acquisition and integration costs reported in product and equipment cost of sales on the Consolidated Statements of Income in 2021 include $4.2 million ($3.3 million after tax) or $0.01 per diluted share and are related to the recognition of fair value step-up in the Purolite inventory. In conjunction with its acquisitions, we incurred $0.8 million ($0.6 million after tax), or less than $0.01 per diluted share, of special (gains) and charges reported in interest expense in 2021.

During 2020, acquisition and integration costs reported in special (gains) and charges on the Consolidated Statements of Income include $8.5 million ($6.9 million after tax) or $0.02 per diluted share. Charges are related to CID Lines, Bioquell and the Laboratoires Anios (“Anios”) acquisitions and consist of integration costs and advisory and legal fees. Acquisition and integration costs reported in product and equipment cost of sales on the Consolidated Statements of Income in 2020 include $3.9 million ($3.2 million after tax) or $0.01 per diluted share and are related to the recognition of fair value step-up in the CID Lines inventory, severance and the closure of a facility. In conjunction with our acquisitions, we incurred $0.7 million ($0.6 million after tax), or less than $0.01 per diluted share, of special (gains) and charges reported in interest expense in 2020.

During 2019, acquisition and integration costs reported in special (gains) and charges on the Consolidated Statements of Income include $5.6 million ($4.1 million after tax) or $0.01 per diluted share. Charges are primarily related to the Bioquell and Anios acquisitions and consist of integration costs, advisory and legal fees. Acquisition and integration costs reported in product and equipment cost of sales on the Consolidated Statements of Income in 2019 include $7.6 million ($5.6 million after tax) or $0.02 per diluted share and are related to recognition of fair value step-up in the Bioquell inventory and facility closure costs. In conjunction with our acquisitions, we incurred $0.2 million ($0.1 million after tax), or less than $0.01 per diluted share, of special (gains) and charges reported in interest expense in 2019.

Disposal and impairment charges

Disposal and impairment charges reported in special (gains) and charges on the Consolidated Statements of Income include $41.4 million ($41.5 million after tax) or $0.14 per diluted share in the 2020. During 2020, we recorded a $28.6 million ($28.6 million after tax) or $0.10 per diluted share impairment for a minority equity method investment due to the COVID-19 impact on the economic environment and the liquidity of the minority equity method investment. In addition, we recorded charges of $12.8 million ($12.9 million after tax) or $0.04 per diluted share related to the disposal of Holchem Group Limited (“Holchem”) for the loss on sale and related transaction fees during 2020. Further information related to the disposal is included in Note 4.

COVID-19 activities

Customer demand for sanitizer products surged at the outset of COVID-19. We worked hard to meet the rapidly increasing demand and sold the vast majority of the sanitizer inventory. However, COVID-19 variant-related delays of customer’s reopening and consumer activity resulted in a small portion of excess sanitizer inventory. We have recorded inventory reserves of $60 million during 2021 for excess sanitizer inventory and estimated disposal costs. During 2021 and 2020, we recorded charges of $36.8 million and $57.1 million, respectively, to protect the wages of certain employees directly impacted by the COVID-19 pandemic. We also recorded charges of $16.5 million and $2.4 million related to employee COVID-19 testing and related expenses during 2021 and 2020, respectively. In addition, we received subsidies and government assistance, which were recorded as a special (gain) of ($6.2) million and ($23.4) million during 2021 and 2020, respectively. COVID-19 pandemic charges are recorded in product and equipment cost of sales, service and lease cost of sales, and special (gains) and charges on the Consolidated Statements of Income. Total after tax net charges (gains) related to COVID-19 pandemic were $81.3 million or $0.28 per diluted share and $27.4 million or $0.09 per diluted share during 2021 and 2020, respectively.

Other operating activities

During 2021, 2020 and 2019, we recorded special charges of $0.3 million ($0.2 million after tax) or less than $0.01 per diluted share, $24.4 million ($16.0 million after tax) or $0.06 per diluted share and $10.5 million ($7.1 million after tax) or $0.02 per diluted share, respectively, recorded in product and equipment cost of sales on the Consolidated Statements of Income primarily related to a Healthcare product recall in Europe.

Other special charges of $18.4 million ($14.1 million after tax) or $0.05 per diluted share in 2021, $34.7 million ($33.9 million after tax) or $0.12 per diluted share recorded in 2020 and $21.4 million ($16.2 million after tax), or $0.06 per diluted share recorded in 2019 relate primarily to a specific legal reserve and related legal charges, partially offset by a litigation settlement in 2019, which are recorded in special (gains) and charges on the Consolidated Statements of Income. We also recorded during 2020 a $7.2 million or $0.02 per diluted share, special charge related to the separation of ChampionX as a tax expense on the Consolidated Statements of Income.

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Other (income) expense

During 2021, we incurred settlement expense recorded in other (income) expense on the Consolidated Statements of Income of $37.2 million ($28.7 million after tax), or $0.10 per diluted share related to U.S. pension plan lump-sum payments to retirees.

During 2020 and 2019, we recorded other expense of $0.4 million ($0.3 million after tax) or less than $0.01 per diluted share and $9.5 million ($7.2 million after tax) or $0.02 per diluted share, respectively, related to pension curtailments and settlements for ChampionX separation and Accelerate 2020. These charges have been included as a component of other (income) expense on the Consolidated Statements of Income.

Interest expense, net

During 2021 and 2020, we recorded special charges of $32.3 million ($28.4 million after tax) or $0.10 per diluted share and $83.1 million ($64.0 million after tax) or $0.22 per diluted share, respectively, in interest expense on the Consolidated Statements of Income related to debt refinancing charges. In addition, during 2021, 2020 and 2019, an immaterial amount of interest expense was recorded due to acquisition and integration costs.

Operating Income and Operating Income Margin

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

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent Change

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

Special (gains) and charges ​ 196.5 ​ ​ ​ 227.8 ​ ​ ​ 158.7 ​ ​ ​ ​ ​ ​ ​ ​

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

Our operating income and corresponding operating income margin are shown in the previous tables. Operating income margin is defined as operating income divided by sales.

Our reported operating income increased 15% when comparing 2021 to 2020 primarily driven by increased pricing and higher volume which more than offset significantly higher delivered product costs and supply constraints, including the impact of the Texas Freeze and Hurricane Ida and higher variable compensation compared to last year. Our reported operating income decreased 24% when comparing 2020 to 2019 primarily due to the overall negative impact of the COVID-19 pandemic on results, which yielded lower sales and reduced operating leverage, unfavorable business mix, more than offsetting cost savings, favorable pricing and higher variable compensation. Our reported operating income for 2021, 2020 and 2019 was impacted by special (gains) and charges. Excluding the impact of special (gains) and charges and the impacts of the Purolite transaction, 2021 adjusted operating income increased 11% when compared to 2020 adjusted operating income and 2020 adjusted operating income decreased 19% when compared to 2019 adjusted operating income.

Other (Income) Expense

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Reported GAAP other (income) expense ​ ​ ($33.9) ​ ​ ​ ($55.9) ​ ​ ​ ($77.0)

Special (gains) and charges ​ ​ 37.2 ​ ​ 0.4 ​ ​ 9.5

Non-GAAP adjusted other (income) expense ​ ​ ($71.1) ​ ​ ​ ($56.3) ​ ​ ​ ($86.5)

Our reported other income was $33.9 million, $55.9 million and $77.0 million in 2021, 2020 and 2019, respectively. Excluding the impact of settlements and curtailments recorded in special (gains) and charges during 2021, 2020 and 2019, our adjusted other income was $71.1 million, $56.3 million and $86.5 million, respectively, reflecting lower interest costs associated with future payments of employee pension obligations.

Interest Expense, Net

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Reported GAAP interest expense, net ​ ​ $218.3 ​ ​ ​ $290.2 ​ ​ ​ $190.7

Special (gains) and charges ​ ​ 33.1 ​ ​ 83.8 ​ ​ 0.2

Impact of Purolite on interest expense ​ ​ 3.5 ​ ​ ​ - ​ ​ ​ -

Non-GAAP adjusted interest expense, net ​ ​ $181.7 ​ ​ ​ $206.4 ​ ​ ​ $190.5

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Our reported net interest expense totaled $218.3 million, $290.2 million and $190.7 million during 2021, 2020 and 2019, respectively.

We incurred $33.1 million ($29.0 million after tax), or $0.10 per diluted share, $83.8 million ($64.6 million after tax), or $0.22 per diluted share and $0.2 million ($0.1 million after tax), or less than $0.01 per diluted share, of interest expense special charges in conjunction with our debt refinancing and acquisitions during 2021, 2020 and 2019, respectively.

Adjusted for special (gains) and charges and the Purolite transaction, the decrease in interest expense when comparing 2021 against 2020 was driven primarily by a reduction in average debt levels and average interest rates. The increase in our 2020 adjusted net interest expense compared to 2019 was driven primarily by higher outstanding debt.

Provision for Income Taxes

The following table provides a summary of our tax rate:

​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Reported GAAP tax rate ​ 19.1 % ​ 15.2 % ​ 16.7 %

Tax rate impact of: ​ ​ ​ ​ ​ ​ ​ ​ ​

Special (gains) and charges 0.1 ​ ​ 0.7 0.6

Discrete tax items ​ (0.3) ​ ​ 3.8 ​ ​ 3.0 ​

Purolite tax impacts - ​ ​ - -

Non-GAAP adjusted tax rate 18.9 % ​ 19.7 % 20.3 %

Our reported tax rate was 19.1%, 15.2%, and 16.7%, for 2021, 2020 and 2019, respectively. The change in our tax rate includes the tax impact of special (gains) and charges and discrete tax items, which have impacted the comparability of our historical reported tax rates, as amounts included in our special (gains) and charges are derived from tax jurisdictions with rates that vary from our tax rate, and discrete tax items are not necessarily consistent across periods. The tax impact of special (gains) and charges and discrete tax items will likely continue to impact comparability of our reported tax rate in the future.

We recognized net tax expense of $5.8 million related to discrete tax items during 2021. This included a non-cash deferred tax expense of $25.1 million associated with transferring certain intangible property between affiliates. Share-based compensation excess tax benefit was $29.1 million. The amount of this tax benefit is subject to variation in stock price and award exercises. The remaining discrete tax expense of $9.8 million was primarily related to the filing of federal, state, and foreign tax returns and other income tax adjustments including the impact of changes in tax law, audit settlements and other changes in estimates.

We recognized a total net benefit related to discrete tax items of $55.8 million during 2020. The tax benefit related to share-based compensation excess tax benefit contributed $57.3 million. We recorded changes in reserves in non-U.S. and U.S. jurisdictions due to audit settlements and expiration of statutes of limitations which resulted in a $9.8 million tax benefit. Additionally, we recognized a net tax expense of $11.3 million primarily related to the filing of the prior year federal, state and foreign tax returns and other income tax adjustments.

We recognized total net benefit related to discrete tax items of $57.7 million during 2019. Share-based compensation excess tax benefit contributed $42.3 million in 2019. We recognized $15.6 million tax benefit related to changes in local tax law, which primarily includes $30.4 million benefit due to the passage of the Swiss Tax Reform and AHV Financing Act, a Swiss federal tax law, offset by a tax expense of $10.2 million due to the release of the final Treasury Regulation governing taxation of foreign dividends. We recorded changes in reserves in non-U.S. and U.S. jurisdictions due to audit settlements and statutes of limitations which resulted in a $13.8 million tax benefit. We finalized the 2015 and 2016 IRS audit, which also resulted in discrete tax expense of $11.0 million. The remaining discrete tax expense was primarily related to changes in estimates in non-U.S. jurisdictions.

The change in our adjusted tax rates from 2019 to 2021 was primarily driven by global tax planning projects and geographic income mix. Future comparability of our adjusted tax rate may be impacted by various factors, including but not limited to other changes in global tax rules, further tax planning projects and geographic income mix.

Net Income from Discontinued Operations, net of tax

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Special (gains) and charges ​ ​ - ​ ​ ​ 2,210.7 ​ ​ ​ 74.3

Discrete tax net expense (benefit) ​ ​ - ​ ​ 22.7 ​ ​ (0.7)

Special charges reported in discontinued operations consist primarily of ChampionX separation charges.

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Net Income from Continuing Operations Attributable to Ecolab

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent Change

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Special (gains) and charges, after tax ​ 213.5 ​ ​ 254.1 ​ 128.3 ​ ​ ​ ​ ​ ​

Discrete tax net (benefit) expense ​ ​ 5.8 ​ ​ ​ (55.8) ​ ​ (57.7) ​ ​ ​ ​ ​ ​

Impact of Purolite on net income ​ 5.6 ​ ​ - ​ - ​ ​ ​ ​ ​ ​

Diluted EPS from Continuing Operations

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent Change

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Special (gains) and charges, after tax ​ 0.74 ​ ​ 0.88 ​ 0.45 ​ ​ ​ ​ ​ ​

Discrete tax net (benefit) expense ​ 0.02 ​ ​ (0.19) ​ (0.20) ​ ​ ​ ​ ​ ​

Impact of Purolite on diluted EPS ​ ​ 0.02 ​ ​ ​ - ​ ​ - ​ ​ ​ ​ ​ ​

Per share amounts do not necessarily sum due to rounding.

Currency translation had an favorable $0.11 impact on reported and adjusted diluted EPS when comparing 2021 to 2020 and unfavorable $0.05 impact when comparing 2020 to 2019.

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SEGMENT PERFORMANCE

The non-U.S. dollar functional currency international amounts included within our reportable segments are based on translation into U.S. dollars at the fixed currency exchange rates established by management for 2021. The difference between the fixed currency exchange rates and the actual currency exchange rates is reported as “effect of foreign currency translation” in the following tables. All other accounting policies of the reportable segments are consistent with U.S. GAAP and the accounting policies described in Note 2. Additional information about our reportable segments is included in Note 19.

Fixed currency net sales and operating income for 2021, 2020 and 2019 for our reportable segments are shown in the following tables.

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Net Sales ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent Change

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Effect of foreign currency translation ​ (111.7) ​ ​ (332.1) ​ (241.2) ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Operating Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent Change

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Effect of foreign currency translation ​ (18.9) ​ ​ (52.8) ​ (37.2) ​ ​ ​ ​ ​

The following tables reconcile the impact of acquisitions and divestitures within our reportable segments.

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ Year ended

​ ​ December 31

Effect of foreign currency translation (111.7) ​ ​ ​ ​ ​ (332.1) ​ ​ ​ ​

Total reported net sales $12,733.1 ​ ​ ​ ​ ​ $11,790.2 ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Special (gains) and charges 196.5 ​ ​ ​ ​ ​ 227.8 ​ ​ ​ ​

Subtotal at fixed currency 1,617.5 ​ ​ ​ ​ ​ 1,448.5 ​ ​ ​ ​

Effect of foreign currency translation (18.9) ​ ​ ​ ​ ​ (52.8) ​ ​ ​ ​

Total reported operating income $1,598.6 ​ ​ ​ ​ ​ $1,395.7 ​ ​ ​ ​

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Global Industrial

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Sales at fixed currency (millions) ​ ​ $6,304.9 ​ ​ ​ $6,048.2 ​ ​ ​ $6,087.9 ​

Sales at public currency (millions) ​ ​ 6,237.8 ​ ​ ​ 5,867.1 ​ ​ ​ 5,978.8 ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Volume ​ 2 % ​ ​ (3) % ​ ​ ​ ​

Price changes ​ 2 % ​ ​ 2 % ​ ​ ​ ​

Acquisition adjusted fixed currency sales change ​ ​ 4 % ​ ​ (1) % ​ ​ ​ ​

Acquisitions and divestitures ​ - % ​ ​ 1 % ​ ​ ​ ​

Fixed currency sales change ​ 4 % ​ ​ (1) % ​ ​ ​ ​

Foreign currency translation ​ ​ 2 % ​ ​ (1) % ​ ​ ​ ​

Public currency sales change ​ 6 % ​ ​ (2) % ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Fixed currency operating income change ​ ​ (8) % ​ ​ 22 % ​ ​ ​ ​

Fixed currency operating income margin ​ 16.4 % ​ 18.6 % ​ 15.1 %

Public currency operating income change ​ ​ (6) % ​ ​ 21 % ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

* Not meaningful

Amounts do not necessarily sum due to rounding.

Net Sales

Fixed currency sales for Global Industrial increased in 2021 as strong growth in Paper and Water, led by recovering market conditions, strong pricing and new business wins, along with a good growth in Food & Beverage, were offset by a decrease in Downstream sales growth. The 2020 sales decrease was impacted by regional declines in North America and Asia Pacific, partially offset by growth in all other regions.

At an operating segment level, Water fixed currency sales increased 6% in 2021 as strong new business wins and accelerating pricing leveraged recovering markets. Water fixed currency sales decreased 2% in 2020. Light industry water treatment sales had solid growth in 2021 and modest growth in 2020 led by good gains in food & beverage, light manufacturing and data centers. Heavy industry sales recorded a strong increase in 2021 driven by primary metals and were moderately lower in 2020, impacted by lower end market demand. Food & Beverage fixed currency sales increased 3% (2% acquisition adjusted) in 2021 primarily reflecting accelerating pricing, recovering markets and new business wins. Globally, we realized strong growth in beverage, brewing and modest growth in dairy. Fixed currency sales increased 5% (3% acquisition adjusted) in 2020, as share gains and pricing more than offset generally flat industry trends. Downstream fixed currency sales decreased 3% and 8% in 2021 and 2020, respectively, due to lower demand from COVID and impacts from the Texas freeze and Hurricane Ida impacts in 2021, while substantial reductions in transportation fuel demand and additive use hurt 2020 results. Paper fixed currency sales increased 11% in 2021 driven by increased pricing, strong new business wins, and increased ecommerce activity. Fixed currency sales were flat in 2020 despite softer industrial containerboard market conditions which reduced volumes in major regions.

Operating Income

Fixed currency operating income and fixed currency operating income margins for Global Industrial decreased in 2021 and increased in 2020 when compared to prior periods.

Acquisition adjusted fixed currency operating income margins decreased 2.1 percentage points in 2021 compared to 2020, as the 1.8 percentage point positive impact from accelerating pricing was more than offset by the 3.4 percentage point negative impact of significantly higher delivered product costs and supply constraints, including the impact of Texas Freeze and Hurricane Ida. Acquisition adjusted fixed currency operating income margins increased in 2020, as the favorable impacts of cost savings, pricing, lower delivered product costs and lower variable compensation more than offset the negative impact of lower volume.

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Global Institutional & Specialty

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Sales at fixed currency (millions) ​ ​ $3,978.2 ​ ​ ​ $3,629.0 ​ ​ ​ $4,477.2 ​

Sales at public currency (millions) ​ ​ 3,955.9 ​ ​ ​ 3,562.5 ​ ​ ​ 4,416.1 ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Volume ​ 7 % ​ ​ (21) % ​ ​ ​ ​

Price changes ​ 2 % ​ ​ 2 % ​ ​ ​ ​

Acquisition adjusted fixed currency sales change ​ ​ 9 % ​ ​ (20) % ​ ​ ​ ​

Acquisitions and divestitures ​ - % ​ ​ 1 % ​ ​ ​ ​

Fixed currency sales change ​ 10 % ​ ​ (19) % ​ ​ ​ ​

Foreign currency translation ​ ​ 1 % ​ ​ - % ​ ​ ​ ​

Public currency sales change ​ 11 % ​ ​ (19) % ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Fixed currency operating income change ​ ​ 72 % ​ ​ (66) % ​ ​ ​ ​

Fixed currency operating income margin ​ 14.0 % ​ 8.9 % ​ 21.1 %

Public currency operating income change ​ ​ 73 % ​ ​ (66) % ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

* Not meaningful

Amounts do not necessarily sum due to rounding.

Net Sales

Fixed currency sales for Global Institutional & Specialty increased in 2021 driven by strong growth in the Institutional operating segment reflecting recovering markets, new business wins including gains from the Ecolab Science Certified programs, innovation and accelerating pricing and decreased in 2020 driven by a significant decline in the Institutional businessdue to the impact of the COVID-19 pandemic.

At an operating segment level, Institutional fixed currency sales increased 15% in 2021, driven by strong growth in the Institutional operating segment reflecting recovering markets in the U.S. and Europe, new business wins including gains from the Ecolab Science Certified programs, innovation and accelerating pricing. Fixed currency sales decreased 27% in 2020, reflecting strong hand and surface hygiene sales that were more than offset by the negative effects of mandated reductions for in-unit dining and domestic and international travel that significantly reduced foot traffic at full-service restaurants, occupancy rates at hotels and customer visits to other entertainment facilities through the year. Specialty fixed currency sales decreased 3% in 2021, as modest quickservice sales growth were more than offset by lower food retail sales. Quickservice sales showed a modest gain as new business wins more than offset impacts of COVID-19 restrictions and labor shortages. Food retail sales declined versus the strong sanitizer demand in 2020 and customer labor shortages that has resulted in reduced in-store services and associated product usage.Fixed currency sales increased 8% (5% acquisition adjusted) in 2020, as strong food retail sales growth, benefiting from continued expanded cleaning protocols and frequency in the grocery stores in response to the COVID-19 pandemic and new customer additions, was partially offset by moderately lower quickservice sales, which saw strong hand and surface sanitizer sales more than offset by COVID-19 pandemic related impacts on restaurant volumes.

Operating Income

Fixed currency operating income for our Global Institutional & Specialty segment increased in 2021 and decreased in 2020 when compared to prior periods. Fixed currency operating income margins increased in 2021 after decreasing in 2020.

Acquisition adjusted fixed currency operating income margins increased 5.2 percentage points during 2021, as the 6.9 percentage point positive impact from higher volume, accelerating pricing, and favorable mix more than offset the 2.4 percentage point negative impact of the comparison to lower variable compensation last year and higher delivered product costs. Acquisition adjusted fixed currency operating income margins decreased during 2020 as margins were negatively impacted from volume declines, unfavorable mix and higher bad debt expense, which more than offset the positive impact of cost savings.

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Global Healthcare & Life Sciences

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Sales at fixed currency (millions) ​ ​ $1,195.4 ​ ​ ​ $1,241.1 ​ ​ ​ $1,017.6 ​

Sales at public currency (millions) ​ ​ 1,181.6 ​ ​ ​ 1,185.5 ​ ​ ​ 974.1 ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Volume ​ (9) % ​ ​ 18 % ​ ​ ​ ​

Price changes ​ 2 % ​ ​ 1 % ​ ​ ​ ​

Acquisition adjusted fixed currency sales change ​ ​ (7) % ​ ​ 19 % ​ ​ ​ ​

Acquisitions and divestitures ​ 3 % ​ ​ 2 % ​ ​ ​ ​

Fixed currency sales change ​ (4) % ​ ​ 21 % ​ ​ ​ ​

Foreign currency translation ​ ​ 4 % ​ ​ - % ​ ​ ​ ​

Public currency sales change ​ 0 % ​ ​ 21 % ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Fixed currency operating income change ​ ​ (26) % ​ ​ 69 % ​ ​ ​ ​

Fixed currency operating income margin ​ 13.5 % ​ 17.6 % ​ 12.7 %

Public currency operating income change ​ ​ (23) % ​ ​ 69 % ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

* Not meaningful

Amounts do not necessarily sum due to rounding.

Net Sales

Fixed currency sales decreased for Global Healthcare & Life Sciences in 2021 compared to a strong 2020 year when sales benefited from strong COVID-19 related demand and increased in 2020 as growth was driven by volume and pricing gains.

At an operating segment level, Healthcare fixed currency sales decreased 5% (8% acquisition adjusted) in 2021 reflecting the comparison against strong 2020 COVID-19 related hand and surface disinfection sales as well as softer elective surgical procedures activity in 2021 due to the rise in COVID variants during the year. Fixed currency sales increased 18% (16% acquisition adjusted) in 2020. Strong COVID-19 pandemic related hand and surface disinfection sales growth more than offset the unfavorable effects of delayed elective surgical procedures. Life Sciences fixed currency sales decreased 5% (4% acquisition adjusted) in 2021 as accelerating pricing was more than offset by volume declines versus the very strong 2020 driven by extraordinary COVID-19 demand last year. Fixed currency sales increased 35% in 2020, led by strong demand for biodecontamination units, business wins and pricing in our cleaning and disinfection programs for both the pharmaceutical and personal care markets, with strong growth in Europe and moderate North America gains.

Operating Income

Fixed currency operating income for our Global Healthcare & Life Sciences segment decreased in 2021 and increased in 2020 when compared to prior periods. Fixed currency operating income margins decreased in 2021 and increased in 2020.

Acquisition adjusted fixed currency operating income margins decreased 2.7 percentage points in 2021, as the 1.8 percentage point positive impact from accelerating pricing was more than offset by the 3.5 percentage point negative impact of volume declines due to strong comparison against last year. Acquisition adjusted fixed currency operating income margins increased in 2020 driven by strong volume gains, reduced discretionary spending and pricing, partially offset by negative impact of higher delivered product costs.

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Other

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Sales at fixed currency (millions) ​ ​ $1,226.9 ​ ​ ​ $1,103.4 ​ ​ ​ $1,220.5 ​

Sales at public currency (millions) ​ ​ 1,218.6 ​ ​ ​ 1,075.1 ​ ​ ​ 1,193.0 ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Volume ​ 9 % ​ ​ (11) % ​ ​ ​ ​

Price changes ​ 2 % ​ ​ 2 % ​ ​ ​ ​

Acquisition adjusted fixed currency sales change ​ ​ 11 % ​ ​ (10) % ​ ​ ​ ​

Acquisitions and divestitures ​ - % ​ ​ - % ​ ​ ​ ​

Fixed currency sales change ​ 11 % ​ ​ (10) % ​ ​ ​ ​

Foreign currency translation ​ ​ 2 % ​ ​ - % ​ ​ ​ ​

Public currency sales change ​ 13 % ​ ​ (10) % ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Fixed currency operating income change ​ ​ 41 % ​ ​ (22) % ​ ​ ​ ​

Fixed currency operating income margin ​ 15.3 % ​ 12.0 % ​ 13.9 %

Source: SEC EDGAR (public domain) · 10-K for the period ended 2021-12-31, filed 2022-02-25 · accession 0001558370-22-002059

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The text is our rendering of the filing, not a facsimile: original pagination, typography and tables are not reproduced, and the numbers live in the financial statements (FA).

The outline locates item HEADINGS in this document. Only Items 1A and 7 have certified boundaries elsewhere in the terminal (the redline and the narrative-overlap number); every span here runs from one heading found to the next heading found.

How the outline was chosen. It is the longest chain of item headings that runs forward through both the document and the standard item order: 22 headings are on that chain and 0 further heading-shaped lines are not — the table-of-contents echo of every item, cross-references and exhibit-list mentions. Each entry's length is measured from its heading to the next heading on the chain.