Item 2.02 Results of Operations and Financial Condition.

On June 3, 2020, Ecolab Inc. ("Ecolab" or "the Company") completed the previously announced separation of its 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"). As a result of the Transaction, the ChampionX business, which includes the direct revenues, operating expenses and certain other expenses directly attributable to the ChampionX business, is reflected in the Company's historical financial statements as discontinued operations. The ChampionX business met the criteria to be reported as discontinued operations because it is a strategic shift in business that has a major effect on the Company's operations and financial results. Therefore, the Company is reporting the historical results of ChampionX as discontinued operations for the periods presented.

The Company is providing as an exhibit to this Current Report on Form 8-K a table (Exhibit 99.1) with the unaudited revised consolidated statement of income for the years ended December 31, 2019 and December 31, 2018 reflecting the ChampionX business as discontinued operations.

The Company is also providing a table (Exhibit 99.2) with supplemental unaudited revised consolidated statement of income for each of the three months ended March 31, 2019, June 30, 2019, September 30, 2019, and December 31, 2019, the twelve months ended December 31, 2019 and the three months ended March 31, 2020 reflecting the ChampionX business as discontinued operations.

The Company is also providing a table (Exhibit 99.3) with supplemental unaudited reportable segment net sales and operating income information for the twelve months ended December 31, 2019 and 2018, reflecting the changes noted above.

The Company is also providing a table (Exhibit 99.4) with supplemental unaudited reportable segment net sales and operating income information for each of the three months ended March 31, 2019, June 30, 2019, September 30, 2019, and December 31, 2019, the twelve months ended December 31, 2019, and the three ended March 31, 2020 reflecting the changes noted above.

The Company is also providing certain supplemental unaudited revised adjusted financial measures that have not been calculated in accordance with accounting principles generally accepted in the United States ("non-GAAP measures"), including fixed currency sales, adjusted cost of sales, adjusted gross margin, fixed currency operating income, adjusted fixed currency operating income, adjusted fixed currency operating income margin, adjusted net income, and adjusted diluted EPS (Exhibit 99.5) which reflects the ChampionX business as discontinued operations. These non-GAAP measures are provided as additional information regarding operating results and are used internally to evaluate performance and in making financial and operational decisions, including with respect to incentive compensation. These measures provide investors with greater transparency with respect to the results of operations and are useful for period-to-period comparison of results.

Ecolab also will publish the attached exhibits on its website located at www.ecolab.com.

The tables represent a supplemental presentation of certain of Ecolab's 2019 and 2018 information as explained in this Current Report on Form 8-K and the tables and are 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 Revised Consolidated Statement of   Filed herewith
               Income for the years ended December 31, 2019 and   electronically.
               2018 (unaudited).

  (99.2)         Supplemental Revised Consolidated Statement of   Filed herewith
               Income for each of the three month periods ended   electronically.
               March 31, June 30, September 30 and December 31,
               2019, the twelve months ended December 31, 2019
               and the three month period ended March 31, 2020
               (unaudited).

  (99.3)         Supplemental Reportable Segment Information      Filed herewith
               and Non-GAAP Reconciliation (unaudited).           electronically.

  (99.4)         Supplemental Reportable Segment Information      Filed herewith
               and Non-GAAP Reconciliation 2020 and 2019          electronically.
               Revised Segment Data at 2020 Fixed Currency
               Exchange Rates (unaudited).

  (99.5)         Supplemental Non-GAAP Reconciliations for the    Filed herewith
               three months ended March 31, 2020 and each of      electronically.
               the twelve months ended December 31, 2019 and
               2018 (unaudited).

   (104)       Cover Page Interactive Data File.                  Embedded within the
                                                                  Inline XBRL
                                                                  document.








                                       3

© Edgar Online, source Glimpses