Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2020shares | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Sep. 30, 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, City or Town | St. Paul |
Entity Address, State or Province | MN |
Entity Address, Postal Zip Code | 55102 |
City Area Code | 800 |
Local Phone Number | 232-6522 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 285,445,183 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | Q3 |
Entity Central Index Key | 0000031462 |
Amendment Flag | false |
Common Stock | |
Title of 12(b) Security | Common Stock, $1.00 par value |
Trading Symbol | ECL |
Security Exchange Name | NYSE |
2.625% Euro Notes due 2025 | |
Title of 12(b) Security | 2.625% Euro Notes due 2025 |
Trading Symbol | ECL 25 |
Security Exchange Name | NYSE |
1.000% Euro Notes due 2024 | |
Title of 12(b) Security | 1.000% Euro Notes due 2024 |
Trading Symbol | ECL 24 |
Security Exchange Name | NYSE |
CONSOLIDATED STATEMENT OF INCOM
CONSOLIDATED STATEMENT OF INCOME - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Net sales | $ 3,018.6 | $ 3,224 | $ 8,724.9 | $ 9,317.8 |
Cost of sales (including special charges of (a)) | 1,769.6 | 1,780.9 | 5,125.5 | 5,236.7 |
Selling, general and administrative expenses | 802.6 | 869.2 | 2,499.5 | 2,665.3 |
Special (gains) and charges | 35 | 24.9 | 120.3 | 88.8 |
Operating income | 411.4 | 549 | 979.6 | 1,327 |
Other (income) expense | (15.1) | (20.8) | (45.6) | (62.9) |
Interest expense, net (b) | 134.8 | 46.1 | 241.8 | 144.6 |
Income before income taxes | 291.7 | 523.7 | 783.4 | 1,245.3 |
Provision for income taxes | 42.4 | 83.4 | 103.5 | 202.1 |
Net income from continuing operations including noncontrolling interest | 249.3 | 440.3 | 679.9 | 1,043.2 |
Net income from continuing operations attributable to noncontrolling interest | 3.1 | 4.4 | 12.8 | 12.3 |
Net income from continuing operations attributable to Ecolab | 246.2 | 435.9 | 667.1 | 1,030.9 |
Net (loss) income from discontinued operations, net of tax (Note 4) (c) | 28.3 | (2,172.5) | 98.4 | |
Net (loss) income attributable to Ecolab | $ 246.2 | $ 464.2 | $ (1,505.4) | $ 1,129.3 |
Basic | ||||
Continuing operations | $ 0.86 | $ 1.51 | $ 2.32 | $ 3.58 |
Discontinued operations | 0.10 | (7.56) | 0.34 | |
Earnings (loss) attributable to Ecolab | 0.86 | 1.61 | (5.24) | 3.92 |
Diluted | ||||
Continuing operations | 0.85 | 1.49 | 2.29 | 3.52 |
Discontinued operations | 0.10 | (7.47) | 0.34 | |
Earnings (loss) attributable to Ecolab | $ 0.85 | $ 1.59 | $ (5.18) | $ 3.86 |
Weighted-average common shares outstanding | ||||
Basic (in shares) | 285.4 | 288.1 | 287.5 | 288 |
Diluted (in shares) | 288.4 | 292.8 | 290.8 | 292.5 |
Product and sold equipment | ||||
Net sales | $ 2,426.4 | $ 2,591.8 | $ 7,017.5 | $ 7,511.6 |
Cost of sales (including special charges of (a)) | 1,405.4 | 1,413 | 4,071.6 | 4,175.7 |
Service and lease equipment | ||||
Net sales | 592.2 | 632.2 | 1,707.4 | 1,806.2 |
Cost of sales (including special charges of (a)) | $ 364.2 | $ 367.9 | $ 1,053.9 | $ 1,061 |
CONSOLIDATED STATEMENT OF INC_2
CONSOLIDATED STATEMENT OF INCOME (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Special charges | $ 35 | $ 24.9 | $ 120.3 | $ 88.8 |
Net (loss) income from discontinued operations, net of tax, noncontrolling interest | 0.7 | 0.7 | 2.2 | 0.3 |
Cost of sales | ||||
Special charges | 9.5 | 11.4 | 45.6 | 22.8 |
Interest expense | ||||
Special charges | 83.1 | 83.8 | 0.2 | |
Product and sold equipment | Cost of sales | ||||
Special charges | $ 9.5 | $ 11.4 | $ 45.6 | $ 22.8 |
CONSOLIDATED STATEMENT OF COMPR
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | ||||
Net (loss) income attributable to Ecolab | $ 246.2 | $ 464.2 | $ (1,505.4) | $ 1,129.3 |
Net income from continuing operations attributable to noncontrolling interest | 3.1 | 4.4 | 12.8 | 12.3 |
Net (loss) income from discontinued operations attributable to noncontrolling interest | 0.7 | 0.7 | 2.2 | 0.3 |
Net (loss) income attributable to Ecolab, including noncontrolling interest | 249.3 | 469.3 | (1,490.4) | 1,141.9 |
Foreign currency translation adjustments | ||||
Foreign currency translation | 165.9 | (73.5) | 4.7 | (102.7) |
Separation of ChampionX | 229.9 | |||
(Loss) gain on net investment hedges | (83.4) | 20.9 | (87.4) | 37 |
Total foreign currency translation adjustments | 82.5 | (52.6) | 147.2 | (65.7) |
Derivatives and hedging instruments | (19.1) | (0.9) | (14.1) | (2.9) |
Pension and postretirement benefits | ||||
Amortization of net actuarial loss and prior service costs included in net periodic pension and postretirement costs | (18.5) | 5.8 | 12 | 9.2 |
Total pension and postretirement benefits | (18.5) | 5.8 | 12 | 9.2 |
Subtotal | 44.9 | (47.7) | 145.1 | (59.4) |
Total comprehensive income, including noncontrolling interest | 294.2 | 421.6 | (1,345.3) | 1,082.5 |
Comprehensive income attributable to noncontrolling interest | 27.1 | 5.7 | 15 | 15 |
Comprehensive income attributable to Ecolab | $ 267.1 | $ 415.9 | $ (1,360.3) | $ 1,067.5 |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 1,034.7 | $ 118.8 |
Accounts receivable, net | 2,320.7 | 2,382 |
Inventories | 1,287.8 | 1,081.6 |
Other current assets | 348.8 | 295.2 |
Current assets of discontinued operations | 950.8 | |
Total current assets | 4,992 | 4,828.4 |
Property, plant and equipment, net | 3,146.2 | 3,228.3 |
Goodwill | 5,958 | 5,569.1 |
Other intangible assets, net | 3,023.4 | 2,927.5 |
Operating lease assets | 433.9 | 466.7 |
Other assets | 543.6 | 516.3 |
Long-term assets of discontinued operations | 3,332.8 | |
Total assets | 18,097.1 | 20,869.1 |
Current liabilities | ||
Short-term debt | 247.3 | 380.5 |
Accounts payable | 1,108.4 | 1,075.3 |
Compensation and benefits | 456 | 565.7 |
Income taxes | 53.3 | 136.9 |
Other current liabilities | 1,241.4 | 1,110.7 |
Current liabilities of discontinued operations | 361.5 | |
Total current liabilities | 3,106.4 | 3,630.6 |
Long-term debt | 6,667.7 | 5,973.1 |
Postretirement health care and pension benefits | 1,081.2 | 1,084.4 |
Deferred income taxes | 580.6 | 537.3 |
Operating lease liabilities | 310.7 | 346 |
Other liabilities | 301.1 | 269.8 |
Long-term liabilities of discontinued operations | 302.1 | |
Total liabilities | 12,047.7 | 12,143.3 |
Commitments and contingencies (Note 17) | ||
Equity (a) | ||
Common stock | 362.1 | 359.6 |
Additional paid-in capital | 6,177.3 | 5,907.1 |
Retained earnings | 8,079.9 | 9,993.7 |
Accumulated other comprehensive loss | (1,945.9) | (2,089.7) |
Treasury stock | (6,658.7) | (5,485.4) |
Total Ecolab shareholders' equity | 6,014.7 | 8,685.3 |
Noncontrolling interest | 34.7 | 40.5 |
Total equity | 6,049.4 | 8,725.8 |
Total liabilities and equity | $ 18,097.1 | $ 20,869.1 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) - $ / shares shares in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
CONSOLIDATED BALANCE SHEET | ||
Common stock, shares authorized | 800 | 800 |
Common stock, par value per share (in dollars per share) | $ 1 | $ 1 |
Common stock, shares outstanding | 285.4 | 288.4 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
OPERATING ACTIVITIES | ||
Net (loss) income including noncontrolling interest | $ (1,490.4) | $ 1,141.9 |
Less: Net (loss) income from discontinued operations including noncontrolling interest | (2,170.3) | 98.7 |
Net income from continuing operations including noncontrolling interest | 679.9 | 1,043.2 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation | 443.1 | 423.9 |
Amortization | 162.1 | 155.1 |
Deferred income taxes | (16.6) | 34.9 |
Share-based compensation expense | 65.1 | 67.7 |
Pension and postretirement plan contributions | (50.1) | (164) |
Pension and postretirement plan expense | 27.9 | 10.7 |
Restructuring charges, net of cash paid | (9.4) | 25.4 |
Debt refinancing | 77.1 | |
Other, net | 44.2 | 11.1 |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable | 98.5 | (118.3) |
Inventories | (176.1) | (42.2) |
Other assets | (22.4) | (115) |
Accounts payable | 11.8 | (3.5) |
Other liabilities | (243.1) | (30) |
Cash provided by operating activities - continuing operations | 1,092 | 1,299 |
Cash provided by operating activities - discontinued operations | 118.4 | 300.7 |
Cash provided by operating activities | 1,210.4 | 1,599.7 |
INVESTING ACTIVITIES | ||
Capital expenditures | (362.3) | (504.3) |
Property and other assets sold | 2.5 | 6.9 |
Acquisitions and investments in affiliates, net of cash acquired | (487) | (386.6) |
Divestiture of businesses | 55.4 | 6.8 |
Other, net | (4.5) | (3.9) |
Cash used for investing activities - continuing operations | (795.9) | (881.1) |
Cash provided by (used for) investing activities - discontinued operations | 443.2 | (48.1) |
Cash used for investing activities | (352.7) | (929.2) |
FINANCING ACTIVITIES | ||
Net issuances of commercial paper and notes payable | 165.5 | 149.5 |
Long-term debt borrowings | 1,855.9 | |
Long-term debt repayments | (1,570) | (400.6) |
Reacquired shares | (124.6) | (348.6) |
Dividends paid | (421.8) | (416.1) |
Exercise of employee stock options | 199.7 | 171.7 |
Acquisition related liabilities and contingent consideration | (3.5) | (1.5) |
Debt refinancing | (77.1) | |
Other, net | 6.2 | 1 |
Cash provided by (used for) financing activities - continuing operations | 30.3 | (844.6) |
Cash used for financing activities - discontinued operations | (1.6) | (2.9) |
Cash provided by (used for) financing activities | 28.7 | (847.5) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (38.1) | 18.9 |
Increase (decrease) in cash, cash equivalents and restricted cash | 848.3 | (158.1) |
Cash, cash equivalents and restricted cash, beginning of period - continuing operations (a) | 118.8 | 230.1 |
Cash, cash equivalents and restricted cash, beginning of period - discontinued operations | 67.6 | 63.9 |
Cash, cash equivalents and restricted cash, beginning of period (a) | 186.4 | 294 |
Cash, cash equivalents and restricted cash, end of period - continuing operations (b) | 1,034.7 | 58.3 |
Cash, cash equivalents and restricted cash, end of period - discontinued operations | 77.6 | |
Cash, cash equivalents and restricted cash, end of period (b) | $ 1,034.7 | $ 135.9 |
CONSOLIDATED STATEMENT OF CAS_2
CONSOLIDATED STATEMENT OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2018 |
Restricted Cash, Asset, Statement of Financial Position [Extensible List] | Other Assets, Current | ||
Other Assets | |||
Restricted Cash | $ 0 | $ 0 | $ 179.3 |
CONSOLIDATED STATEMENT OF EQUIT
CONSOLIDATED STATEMENT OF EQUITY - USD ($) $ in Millions | Ecolab Shareholders EquityCumulative Effect, Period of Adoption, Adjustment | Ecolab Shareholders Equity | Common Stock | Additional Paid-in Capital | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | Retained Earnings | OCI (Loss)Cumulative Effect, Period of Adoption, Adjustment | OCI (Loss) | Treasury Stock | Non-Controlling Interest | Cumulative Effect, Period of Adoption, Adjustment | Total |
Balance at Dec. 31, 2018 | $ 8,003.2 | $ 357 | $ 5,633.2 | $ 8,909.5 | $ (1,761.7) | $ (5,134.8) | $ 50.4 | $ 8,053.6 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Net income | 1,129.3 | 1,129.3 | 12.6 | 1,141.9 | ||||||||
Other comprehensive income (loss) activity | (61.8) | (61.8) | 2.4 | (59.4) | ||||||||
Cash dividends declared | (397.5) | (397.5) | (20.7) | (418.2) | ||||||||
Stock options and awards | 245.9 | 2.4 | 240.9 | 2.6 | 245.9 | |||||||
Reacquired shares | (348.6) | (348.6) | (348.6) | |||||||||
Balance at Sep. 30, 2019 | $ (2.8) | 8,567.7 | 359.4 | 5,874.1 | $ 58.4 | 9,699.7 | $ (61.2) | (1,884.7) | (5,480.8) | 44.7 | $ (2.8) | 8,612.4 |
Balance at Jun. 30, 2019 | 8,225.4 | 358.9 | 5,815.7 | 9,368 | (1,836.4) | (5,480.8) | 44 | 8,269.4 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Net income | 464.2 | 464.2 | 5.1 | 469.3 | ||||||||
Other comprehensive income (loss) activity | (48.3) | (48.3) | 0.6 | (47.7) | ||||||||
Cash dividends declared | (132.5) | (132.5) | (5) | (137.5) | ||||||||
Stock options and awards | 60.1 | 0.5 | 58.4 | 1.2 | 60.1 | |||||||
Reacquired shares | (1.2) | (1.2) | (1.2) | |||||||||
Balance at Sep. 30, 2019 | (2.8) | 8,567.7 | 359.4 | 5,874.1 | 58.4 | 9,699.7 | $ (61.2) | (1,884.7) | (5,480.8) | 44.7 | (2.8) | 8,612.4 |
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Retained earnings | 9,993.7 | |||||||||||
Balance at Dec. 31, 2019 | 8,685.3 | 359.6 | 5,907.1 | 9,993.7 | (2,089.7) | (5,485.4) | 40.5 | 8,725.8 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Net income | (1,505.3) | (1,505.3) | 14.9 | (1,490.4) | ||||||||
Other comprehensive income (loss) activity | 143.8 | 143.8 | 1.3 | 145.1 | ||||||||
Cash dividends declared | (404.2) | (404.2) | (16.2) | (420.4) | ||||||||
Separation of ChampionX | (1,059.9) | (8.5) | (1,051.4) | 3.4 | (1,056.5) | |||||||
Changes in noncontrolling interest | 17.6 | 17.6 | (9.2) | 8.4 | ||||||||
Stock options and awards | 266.3 | 2.5 | 261.1 | 2.7 | 266.3 | |||||||
Reacquired shares | (124.6) | (124.6) | (124.6) | |||||||||
Balance at Sep. 30, 2020 | (4.3) | 6,014.7 | 362.1 | 6,177.3 | (4.3) | 8,079.9 | (1,945.9) | (6,658.7) | 34.7 | (4.3) | 6,049.4 | |
Balance at Jun. 30, 2020 | 5,855.2 | 362 | 6,155 | 7,967.8 | (1,989.7) | (6,639.9) | 35 | 5,890.2 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Net income | 246.3 | 246.3 | 3 | 249.3 | ||||||||
Other comprehensive income (loss) activity | 43.8 | 43.8 | 1.1 | 44.9 | ||||||||
Cash dividends declared | (134.2) | (134.2) | (4.4) | (138.6) | ||||||||
Stock options and awards | 23.5 | 0.1 | 22.3 | 1.1 | 23.5 | |||||||
Reacquired shares | (19.9) | (19.9) | (19.9) | |||||||||
Balance at Sep. 30, 2020 | $ (4.3) | $ 6,014.7 | $ 362.1 | $ 6,177.3 | $ (4.3) | $ 8,079.9 | $ (1,945.9) | $ (6,658.7) | $ 34.7 | $ (4.3) | 6,049.4 | |
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Retained earnings | $ 8,079.9 |
CONSOLIDATED STATEMENT OF EQU_2
CONSOLIDATED STATEMENT OF EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
CONSOLIDATED STATEMENT OF EQUITY | ||||
Dividends declared per common share (in dollars per share) | $ 0.47 | $ 0.46 | $ 1.41 | $ 1.38 |
CONSOLIDATED FINANCIAL INFORMAT
CONSOLIDATED FINANCIAL INFORMATION | 9 Months Ended |
Sep. 30, 2020 | |
CONSOLIDATED FINANCIAL INFORMATION | |
CONSOLIDATED FINANCIAL INFORMATION | 1. CONSOLIDATED FINANCIAL INFORMATION The unaudited consolidated financial information for the third quarter ended September 30, 2020 and 2019 reflects, in the opinion of management, all adjustments necessary for a fair statement of the financial position, results of operations, comprehensive income (loss), equity and cash flows of Ecolab Inc. ("Ecolab" or "the Company") for the interim periods presented. Any adjustments consist of normal recurring items. In March 2020, coronavirus 2019 (“COVID-19”) was declared a pandemic (“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 information as new events occur and additional information becomes known. To the extent actual results differ materially from those estimates and assumptions, the Company’s future financial statements could be affected. On June 3, 2020, 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 (the “Merger”) of ChampionX with a wholly owned subsidiary of ChampionX Corporation (f/k/a Apergy Corporation, “Apergy”). As discussed in Note 4 Discontinued Operations, the ChampionX business met the criteria to be reported as discontinued operations because it was a strategic shift in business that had a major effect on the Company's operations and financial results. Therefore, the Company reports 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 Notes to the Consolidated Financial Statements have all been revised to reflect the effect of the separation of ChampionX and all prior year balances have been revised accordingly to reflect continuing operations only. Subsequent to the separation of ChampionX, effective the second quarter of 2020, the Company no longer reports the Upstream Energy segment, which previously held the ChampionX business. The Company is aligned into three reportable segments and Other. Except for the changes due to adoption of the new accounting standards, the Company has consistently applied the accounting policies to all periods presented in these consolidated financial statements. The financial results for any interim period are not necessarily indicative of results for the full year. The consolidated balance sheet data as of December 31, 2019 reflects discontinued operations as discussed further in Note 4 but does not include all disclosures required by accounting principles generally accepted in the United States of America. The unaudited consolidated financial information should be read in conjunction with the consolidated financial statements and notes thereto incorporated in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission (“SEC”) on February 28, 2020 and the Company’s Current Report on Form 8-K, which was filed with the SEC on September 25, 2020 to reflect certain retrospective revisions relating to the ChampionX business as discontinued operations and the changes in the Company’s reportable segments described in Note 16. With respect to the unaudited financial information of the Company for the third quarter ended September 30, 2020 and 2019 included in this Form 10-Q, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. Their separate report dated October 30, 2020 appearing herein states that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933, as amended (the "Act"), for their report on the unaudited financial information because that report is not a "report" or a "part" of a registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act. |
SPECIAL (GAINS) AND CHARGES
SPECIAL (GAINS) AND CHARGES | 9 Months Ended |
Sep. 30, 2020 | |
SPECIAL (GAINS) AND CHARGES | |
SPECIAL (GAINS) AND CHARGES | 2. SPECIAL (GAINS) AND CHARGES Special (gains) and charges reported on the Consolidated Statement of Income include the following: Third Quarter Ended Nine Months Ended September 30 September 30 (millions) 2020 2019 2020 2019 Cost of sales Restructuring activities $1.0 $6.3 $6.6 $16.2 Acquisition and integration activities 1.5 5.1 4.1 6.6 Other 7.0 - 34.9 - Cost of sales subtotal 9.5 11.4 45.6 22.8 Special (gains) and charges Restructuring activities 26.9 19.3 31.4 70.2 Acquisition and integration activities 2.7 2.0 5.5 4.9 Disposal and impairment activities - - 45.9 - Other 5.4 3.6 37.5 13.7 Special (gains) and charges subtotal 35.0 24.9 120.3 88.8 Operating income subtotal 44.5 36.3 165.9 111.6 Interest expense, net 83.1 - 83.8 0.2 Total special (gains) and charges $127.6 $36.3 $249.7 $111.8 For segment reporting purposes, special (gains) and charges are not allocated to reportable segments, which is consistent with the Company’s internal management reporting. Restructuring activities Restructuring activities are primarily related to Accelerate 2020 (described below) and other restructuring (described on the following page). Restructuring activities and related costs have been included as a component of both cost of sales and special (gains) and charges on the Consolidated Statement of Income. Restructuring liabilities have been classified as a component of other current and other noncurrent liabilities on the Consolidated Balance Sheet. Restructuring charges directly related to the ChampionX business were recorded as discontinued operations, refer to Note 4. Accelerate 2020 During the third quarter of 2018, the Company formally commenced a restructuring plan Accelerate 2020 (“the Plan”), to leverage technology and system investments and organizational changes. The goals of the Plan is to simplify and automate processes and tasks, reduce complexity and management layers, consolidate facilities and focus on key long-term growth areas by further leveraging technology and structural improvements. In the third quarter of 2020, the Company expanded the Plan for additional costs and savings to further leverage the technology and structural improvements. The Company now expects that the restructuring activities will be completed by the end of 2022, with total anticipated costs of $275 million ( $210 million after tax) over this period of time, when revised for continuing operations. The 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. The Company recorded restructuring charges of $27.9 million ( $21.2 million after tax) and $37.0 million ( $28.9 million after tax) in the third quarter and first nine months of 2020, respectively, primarily related to severance. The liability related to the Plan was $87.4 million as of the end of the third quarter of 2020. The Company has recorded $243.5 million ( $187.5 million after tax) of cumulative restructuring charges under the Plan. The remaining liability is expected to be paid over a period of several quarters and will continue to be funded from operating activities. Cash payments during 2020 related to the Plan were $45.3 million. Restructuring activity related to the Plan since inception of the underlying actions includes the following: Employee Termination Asset (millions) Costs Disposals Other Total 2018 - 2019 Activity Recorded expense $182.5 $0.2 $14.7 $197.4 Net cash payments (87.5) 1.2 (11.2) (97.5) Non-cash charges - (1.4) (2.0) (3.4) Effect of foreign currency translation (1.0) - - (1.0) Restructuring liability, December 31, 2019 94.0 - 1.5 95.5 2020 Activity Recorded expense 34.1 - 2.9 37.0 Net cash payments (41.9) - (3.4) (45.3) Non-cash charges - - - - Effect of foreign currency translation 0.2 - - 0.2 Restructuring liability, September 30, 2020 $86.4 $- $1.0 $87.4 Other Restructuring Activities During the first nine months of 2020, the Company incurred restructuring charges of $1.0 million ( $0.6 million after tax), none of which was incurred during the third quarter, related to an immaterial restructuring plan. The charges are primarily related to severance. Prior to 2018, the Company engaged in a number of restructuring plans. During the third quarters and first nine months of 2020 and 2019, net restructuring charges related to prior year plans were minimal. The restructuring liability balance for all plans other than Accelerate 2020 was $6.1 million and $7.7 million as of September 30, 2020 and December 31, 2019, 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 2020 related to all other restructuring plans excluding Accelerate 2020 were $2.5 million. Acquisition and integration related costs Acquisition and integration costs reported in special (gains) and charges on the Consolidated Statement of Income include $2.7 million ( $2.3 million after tax) and $5.5 million ( $4.3 million after tax) in the third quarter and first nine months of 2020, respectively. Charges are related to the Copal Invest NV, including its primary operating entity CID Lines (collectively, “CID Lines”), Bioquell, PLC (“Bioquell”) and the Laboratoires Anios (“Anios”) acquisitions and consist of integration costs, advisory and legal fees. Acquisition and integration costs reported in product and equipment cost of sales of $1.5 million ( $1.3 million after tax) and $4.1 million ( $3.2 million after tax) on the Consolidated Statement of Income in the third quarter and first nine months of 2020, respectively, related to the recognition of fair value step-up in the CID Lines inventory, severance and the closure of a facility. The Company also incurred $0.7 million ( $0.6 million after tax) of interest expense in the first nine months of 2020, none of which was incurred during the third quarter. Acquisition and integration costs reported in special (gains) and charges on the Consolidated Statement of Income include $2.0 million ( $1.5 million after tax) and $4.9 million ( $3.6 million after tax) in the third quarter and first nine months of 2019, respectively. Charges are related to Bioquell and the Anios acquisitions and consist of integration costs, advisory and legal fees. Acquisition and integration costs reported in product and equipment cost of sales of $5.1 million ( $3.8 million after tax) and $6.6 million ( $4.9 million after tax) on the Consolidated Statement of Income in the third quarter and first nine months of 2019, respectively, relate to the recognition of fair value step-up in the Bioquell inventory and severance related to the closure of a facility. The Company also incurred $0.2 million ( $0.1 million after tax) of interest expense in the first nine months of 2019. Further information related to the Company’s acquisitions is included in Note 3. Disposal and impairment charges Disposal and impairment charges reported in special (gains) and charges on the Consolidated Statement of Income include $45.9 million ( $45.0 million after tax) in the first nine months of 2020. During the second quarter of 2020, the Company recorded a $28.6 million ( $28.6 million after tax) impairment for a minority equity method investment due to the impact of the economic environment and the liquidity of the minority equity method investment. In addition, the Company recorded charges of $17.3 million ( $16.3 million after tax) in the first six months of 2020 related to the disposal of Holchem Group Limited (“Holchem”) for the loss on sale and related transaction fees. Further information related to the Company’s disposal is included in Note 3. Other During the third quarter and first nine months of 2020, the Company recorded charges of $4.1 million and $30.6 million, respectively, to protect the pay for certain employees directly impacted by the COVID-19 pandemic. In addition, the Company received subsidies and government assistance, which was recorded as a special (gain) of ($5.3) million and ($14.7) million during the third quarter and first nine months of 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 Statement of Income. After tax net charges (gains) related to the COVID-19 pandemic were ($0.9) million and $12.3 million during the third quarter and first nine months of 2020, respectively. During the third quarter and first nine months of 2020, the Company recorded special charges of $5.2 million ( $3.5 million after tax) and $26.2 million ( $17.8 million after tax), respectively, in product and equipment cost of sales on the Consolidated Statement of Income primarily related to a Healthcare product recall in Europe. During the third quarter of 2020, the Company recorded special charges of $83.1 million ( $64.0 million after tax) in interest expense on the Consolidated Statement of Income primarily related to debt refinancing charges. Other special charges of $8.4 million ( $7.2 million after tax) and $30.3 million ( $23.7 million after tax), respectively, recorded in the third quarter and first nine months of 2020 relate primarily to a specific legal reserve and related legal charges which are recorded in special (gains) and charges on the Consolidated Statement of Income. During the third quarter and first nine months of 2019, the Company recorded other special gains in special (gains) and charges on the Consolidated Statement of Income, of $3.6 million ( $2.7 million after tax) and $13.7 million ( $10.3 million after tax), respectively, which primarily related to legal charges. |
ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS | 9 Months Ended |
Sep. 30, 2020 | |
ACQUISITIONS AND DISPOSITIONS | |
ACQUISITIONS AND DISPOSITIONS | 3. ACQUISITIONS AND DISPOSITIONS Acquisitions The Company makes business acquisitions that align with its strategic business objectives. The assets and liabilities of acquired businesses are recorded in the Consolidated Balance Sheet at fair value as of their acquisition dates. The purchase price allocation is based on estimates of the fair value of assets acquired, liabilities assumed and consideration paid. Purchase consideration is reduced by the amount of cash or cash equivalents acquired. Acquisitions during the first nine months of 2020 and 2019 were not significant to the Company’s consolidated financial statements; therefore, pro forma financial information is not presented. CID Lines Acquisition On May 11, 2020, the Company acquired CID Lines for total consideration of $506.9 million in cash. CID Lines had annualized pre-acquisition sales of approximately $110 million and is a leading global provider of livestock biosecurity and hygiene solutions based in Belgium. The CID Lines acquisition has been accounted for using the acquisition method, which requires, among other things, that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date. Certain estimated values are not yet finalized and are subject to change. Measurement of certain carry over tax attributes, deferred income taxes, income tax uncertainties, certain tangible and intangible assets, and goodwill are not yet finalized and are subject to changes as the information necessary to complete the analyses is obtained and analyzed. The Company expects to finalize its purchase accounting within the year. The Company incurred certain acquisition and integration costs associated with the acquisition that were expensed and are reflected in the Consolidated Statement of Income. Further information related to the Company’s special (gains) and charges is included in Note 2. The following table summarizes the preliminary value of CID Lines assets acquired and liabilities assumed as of the acquisition date. (millions) 2020 Tangible assets $54.2 Identifiable intangible assets Customer relationships 147.5 Trademarks 58.6 Acquired technologies and product registrations 47.7 Total assets acquired 308.0 Goodwill 270.7 Total liabilities 93.2 Net consideration transferred to sellers $485.5 Tangible assets acquired primarily comprised of accounts receivable of $30.3 million, property, plant and equipment of $7.4 million and inventory of $16.3 million. Liabilities assumed primarily consist of deferred tax liabilities of $63.8 million and current liabilities of $29.4 million. Identified intangible assets primarily consist of customer relationships, trademarks, and acquired technology and product registrations and are being amortized over weighted average lives of 14 , 14 , and 16 years , respectively. Goodwill of $270.7 million arising from the acquisition consists largely of the synergies and economies of scale expected through adding complementary geographies and innovative products to the Food and Beverage industries. This acquired business became part of the Global Industrial reportable segment. None of the goodwill recognized is expected to be deductible for income tax purposes. Other Acquisitions Other than CID Lines, the Company did not close on any other business acquisitions during the first nine months of 2020. During the first quarter of 2019, the Company acquired Bioquell, a life sciences business which sells bio-decontamination products and services to the Life Sciences and Healthcare industries. Effective with changes to the Company’s reporting structure in the first quarter 2020, this acquired business became part of the Global Healthcare & Life Sciences reportable segment. During 2018, the Company deposited $179.3 million ( £ 140.5 million) in an escrow account that was released to the Company upon closing of the transaction in February 2019. Also, during the first quarter of 2019, the Company acquired Lobster Ink, a leading provider of end-to-end online customer training solutions. This acquired business became part of the Global Institutional & Specialty reportable segment. The purchase price included an earn-out based on the achievement of certain revenue thresholds in any of the three years following the acquisition. The acquisition date fair value of the earn-out was reflected in the total purchase consideration exchanged for Lobster Ink and recorded as contingent consideration liability. The earn-out has not yet been paid or settled and the contingent consideration liability is recorded within other liabilities as of September 30, 2020 at its current fair value. During the third quarter of 2019, the Company acquired Chemstar Corporation, a leading provider of cleaning and sanitizing products for the retail industry with a focus on cleaning chemicals and food safety. This acquired business became part of the Global Institutional reportable segment. These acquisitions have been accounted for using the acquisition method. The purchase accounting for both Bioquell and Lobster Ink were finalized in the first quarter of 2020 and the purchase accounting for Chemstar was finalized in the third quarter of 2020. The components of the cash paid for acquisitions other than CID Lines during the third quarter and first nine months of 2020 and 2019 are shown in the following table. Third Quarter Ended Nine Months Ended September 30 September 30 (millions) 2020 2019 2020 2019 Net tangible assets (liabilities) acquired and equity method investments $- $8.0 $- $(1.4) Identifiable intangible assets Customer relationships - 37.0 - 108.9 Trademarks - 3.0 - 23.4 Other technology - 3.0 - 48.9 Total intangible assets - 43.0 - 181.2 Goodwill - 49.0 - 229.5 Total aggregate purchase price - 100.0 - 409.3 Acquisition-related liabilities and contingent considerations - (2.2) - (22.7) Net cash paid for acquisitions, including acquisition-related liabilities and contingent considerations $- $97.8 $- $386.6 During the first nine months of 2020, the Company recorded purchase accounting adjustments associated with its 2019 acquisitions. As a result of these purchase accounting adjustments, the net intangible assets and goodwill recognized from these acquisitions increased by $1.3 million and $0.3 million, respectively. In conjunction with the finalization of its purchase accounting, the Company made $3.5 million of acquisition-related payments which primarily consisted of the release of holdback liabilities and payment of contingent consideration. The weighted average useful life of identifiable intangible assets acquired during the first nine months of 2019 was 12 years . Dispositions In the second quarter of 2020, the Company completed the sale of Holchem, a U.K. based supplier of hygiene and cleaning products and services for the food and beverage, foodservice and hospitality industries for total consideration of $106.6 million. Consideration consisted of $55.4 million of cash and $51.2 million in notes receivable recorded at fair value. After the recognition of transaction costs, the Company recognized an after-tax loss of $16.3 million, which is classified within special charges in the Consolidated Statement of Income. Annual sales of Holchem were approximately $55 million and were included in the Global Industrial reportable segment prior to disposition. Further information related to the Company’s special (gains) and charges is included in Note 2. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2020 | |
DISCONTINUED OPERATIONS | |
DISCONTINUED OPERATIONS | 4. DISCONTINUED OPERATIONS On June 3, 2020, the Company effected the split-off of ChampionX through an offer to exchange (the “Exchange Offer”) all shares of ChampionX common stock owned by Ecolab for outstanding shares of Ecolab common stock. In the Exchange Offer, which was oversubscribed, the Company accepted approximately 5.0 million shares of Ecolab common stock in exchange for approximately 122.2 million shares of ChampionX common stock. In the Merger, each outstanding share of ChampionX common stock was converted into the right to receive one share of Apergy common stock, and ChampionX survived the Merger as a wholly owned subsidiary of ChampionX Corporation (f/k/a Apergy). In connection with and in accordance with the terms of the Transaction, prior to the consummation of the Exchange Offer and the Merger, ChampionX distributed $527.4 million in cash to Ecolab. The following is a summary of the assets and liabilities transferred to ChampionX as part of the separation: (millions) Assets: Cash and cash equivalent $60.6 Current assets 810.5 Non-current assets 3,222.3 4,093.4 Liabilities: Current liabilities 313.0 Non-current liabilities 293.7 606.7 Net assets distributed to ChampionX $(3,486.7) Fair value of shares exchanged 1,051.4 Cash received from ChampionX 527.4 Consideration received less net assets (1,907.9) ChampionX cumulative translation adjustment ("CTA") write-off (229.9) Loss on separation $(2,137.8) The Company accounted for this transaction as a sale and recognized a loss based on ChampionX net assets exceeding the effective proceeds. The ChampionX business, as discussed in Note 1, 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 results of discontinued operations for the first nine months ended September 30, 2020 and the third quarter and first nine months ended September 30, 2019 include the historical results of ChampionX prior to separation. Summarized results of the Company’s discontinued operations are as follows: Third Quarter Ended Nine Months Ended September 30 September 30 (millions) 2020 2019 2020 2019 Product and equipment sales $- $533.4 $858.9 $1,592.0 Service and lease sales - 60.5 99.6 172.9 Net sales - 593.9 958.5 1,764.9 Product and equipment cost of sales - 376.5 621.7 1,129.6 Service and lease cost of sales - 50.0 80.4 138.9 Cost of sales (including special charges) - 426.5 702.1 1,268.5 Selling, general and administrative expenses - 93.3 180.5 308.2 Special (gains) and charges - 35.5 2,221.7 61.8 Operating (loss) income - 38.6 (2,145.8) 126.4 Other (income) expense - - 0.3 - Interest expense (income), net - - 0.2 0.4 (Loss) income before income taxes - 38.6 (2,146.3) 126.0 Provision for income taxes - 9.6 24.0 27.3 Net (loss) income including noncontrolling interest - 29.0 (2,170.3) 98.7 Net (loss) income attributable to noncontrolling interest - 0.7 2.2 0.3 Net (loss) income from discontinued operations, net of tax $- $28.3 $(2,172.5) $98.4 Special (gains) and charges of $2,221.7 million in the first nine months of 2020 primarily relate to the loss on separation, transaction fees, and other professional fees incurred to support the Transaction. Special (gains) and charges of $35.5 million and $61.8 million in the third quarter and first nine months of 2019, respectively, relate to professional fees incurred to support the Transaction and restructuring charges specifically related to the ChampionX business. Assets and liabilities of discontinued operations are summarized below: December 31 (millions) 2019 ASSETS Current assets Cash and cash equivalents $67.6 Accounts receivable, net 414.5 Inventories 424.0 Other current assets 44.7 Total current assets 950.8 Property, plant and equipment, net 726.6 Goodwill 1,682.6 Other intangible assets, net 745.0 Operating lease assets 110.8 Other assets 67.8 Total assets $4,283.6 LIABILITIES AND EQUITY Current liabilities Short-term debt $0.1 Accounts payable 209.0 Compensation and benefits 33.8 Income taxes 5.9 Other current liabilities 112.7 Total current liabilities 361.5 Long-term debt 0.4 Postretirement health care and pension benefits 3.6 Deferred income taxes 203.1 Operating lease liabilities 79.2 Other liabilities 15.8 Total liabilities $663.6 As of September 30, 2020, there were no assets or liabilities classified as discontinued operations. In connection with the Transaction, the Company entered into agreements with ChampionX and Apergy to effect the separation and to provide a framework for the relationship following the separation, which included a Separation and Distribution Agreement, an Intellectual Property Matters Agreement, an Employee Matters Agreement, a Transition Services Agreement, and a Tax Matters Agreement. Transition services primarily involve the Company providing certain services to ChampionX related to general and administrative services for terms of up to 18 months following the separation. The amounts billed for transition services provided under the above agreements were not material to the Company’s results of operations. The Company 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, while purchases from ChampionX are recorded in inventory. Sales of product to ChampionX post-separation for the third quarter and first nine months of 2020 were $46.6 million and $58.9 million, respectively. |
BALANCE SHEET INFORMATION
BALANCE SHEET INFORMATION | 9 Months Ended |
Sep. 30, 2020 | |
BALANCE SHEET INFORMATION | |
BALANCE SHEET INFORMATION | 5. BALANCE SHEET INFORMATION September 30 December 31 (millions) 2020 2019 Accounts receivable, net Accounts receivable $2,408.9 $2,437.5 Allowance for doubtful accounts (88.2) (55.5) Total $2,320.7 $2,382.0 Inventories Finished goods $781.6 $668.5 Raw materials and parts 531.3 437.9 Inventories at FIFO cost 1,312.9 1,106.4 FIFO cost to LIFO cost difference (25.1) (24.8) Total $1,287.8 $1,081.6 Other current assets Prepaid assets $116.5 $101.8 Taxes receivable 184.9 107.0 Derivative assets 9.4 53.3 Other 38.0 33.1 Total $348.8 $295.2 Property, plant and equipment, net Land $159.1 $158.9 Buildings and leasehold improvements 1,036.1 965.5 Machinery and equipment 1,865.9 1,701.7 Merchandising and customer equipment 2,744.4 2,742.9 Capitalized software 815.4 750.4 Construction in progress 250.7 348.1 6,871.6 6,667.5 Accumulated depreciation (3,725.4) (3,439.2) Total $3,146.2 $3,228.3 Other intangible assets, net Intangible assets not subject to amortization Trade names $1,230.0 $1,230.0 Intangible assets subject to amortization Customer relationships 2,516.4 2,378.9 Trademarks 347.8 285.2 Patents 490.0 459.0 Other technology 240.3 214.5 3,594.5 3,337.6 Accumulated amortization Customer relationships (1,272.0) (1,147.6) Trademarks (149.8) (135.1) Patents (236.6) (221.7) Other technology (142.7) (135.7) (1,801.1) (1,640.1) Net intangible assets subject to amortization 1,793.4 1,697.5 Total $3,023.4 $2,927.5 Other assets Deferred income taxes $155.6 $136.2 Pension 40.2 31.1 Derivative asset - 25.4 Other 347.8 323.6 Total $543.6 $516.3 September 30 December 31 (millions) 2020 2019 Other current liabilities Discounts and rebates $321.5 $331.4 Dividends payable 134.2 135.6 Interest payable 50.9 40.9 Taxes payable, other than income 162.7 102.9 Derivative liabilities 54.3 5.2 Restructuring 89.3 98.5 Contract liability 84.6 76.7 Operating lease liabilities 124.4 122.1 Other 219.5 197.4 Total $1,241.4 $1,110.7 Accumulated other comprehensive loss Unrealized gain (loss) on derivative financial instruments, net of tax $(18.2) $(4.1) Unrecognized pension and postretirement benefit expense, net of tax (811.8) (823.8) Cumulative translation, net of tax (1,115.9) (1,261.8) Total $(1,945.9) $(2,089.7) |
DEBT AND INTEREST
DEBT AND INTEREST | 9 Months Ended |
Sep. 30, 2020 | |
DEBT AND INTEREST | |
DEBT AND INTEREST | 6. DEBT AND INTEREST Short-term Debt The following table provides the components of the Company’s short-term debt obligations as of September 30, 2020 and December 31, 2019. September 30 December 31 (millions) 2020 2019 Short-term debt Commercial paper $225.0 $55.1 Notes payable 20.7 24.5 Long-term debt, current maturities 1.6 300.9 Total $247.3 $380.5 Lines of Credit As of September 30, 2020, the Company had a $2.0 billion multi-year credit facility which expires in November 2022. The credit facility has been established with a diverse syndicate of banks and supports the Company’s U.S. and Euro commercial paper programs. There were no borrowings under the Company’s credit facility as of either September 30, 2020 or December 31, 2019. As of September 30, 2020, the Company had a $500 million 364-day revolving credit agreement which expires in April 2021. The credit agreement has been established with a diverse syndicate of banks and is to be used for general corporate purposes. There were no borrowings under the Company’s 364-day credit facility as of September 30, 2020. Commercial Paper The Company’s commercial paper program is used as a source of liquidity and consists of a $2.0 billion U.S. commercial paper program and a $2.0 billion Euro commercial paper program. The maximum aggregate amount of commercial paper that may be issued by the Company under its commercial paper programs may not exceed $2.0 billion. As of September 30, 2020, the Company had $225.0 million of commercial paper outstanding under its U.S. program. As of December 31, 2019, the Company had $55.1 million (€50.0 million) of commercial paper outstanding under its Euro program. Notes Payable The Company’s notes payable consists of uncommitted credit lines with major international banks and financial institutions, primarily to support global cash pooling structures. As of September 30, 2020 and December 31, 2019, the Company had $20.7 million and $24.5 million, respectively, outstanding under these credit lines. Long-term Debt The following table provides the components of the Company’s long-term debt obligations, including current maturities, as of September 30, 2020 and December 31, 2019. Maturity September 30 December 31 (millions) by Year 2020 2019 Long-term debt Public notes (2020 principal amount) Five year 2015 senior notes ($300 million) 2020 $- $300.0 Ten year 2011 senior notes ($1.02 billion) 2021 - 1,018.3 Five year 2017 senior notes ($500 million) 2022 498.4 497.8 Seven year 2016 senior notes ($400 million) 2023 398.9 398.5 Seven year 2016 senior notes (€575 million) 2024 681.9 628.4 Ten year 2015 senior notes (€575 million) 2025 683.0 630.0 Ten year 2016 senior notes ($750 million) 2026 745.1 744.5 Ten year 2017 senior notes ($500 million) 2027 495.9 495.4 Ten year 2020 senior notes ($750 million) 2030 765.7 - Ten year 2020 senior notes ( $600 million) 2031 594.2 - Thirty year 2011 senior notes ($458 million) 2041 452.1 451.9 Thirty year 2016 senior notes ($250 million) 2046 246.3 246.2 Thirty year 2017 senior notes ($700 million) 2047 611.5 610.4 Thirty year 2020 senior notes ( $500 million) 2050 489.9 - Private notes (2020 principal amount) Series B private placement senior notes ($250 million) 2023 - 249.6 Finance lease obligations and other 6.4 3.0 Total debt 6,669.3 6,274.0 Long-term debt, current maturities (1.6) (300.9) Total long-term debt $6,667.7 $5,973.1 Public Notes In March 2020, the Company issued $750 million aggregate principal ten year fixed rate notes with a coupon rate of 4.80% , and an effective interest rate of 4.58% . The proceeds were used to repay a portion of the Company’s outstanding commercial paper and for general corporate purposes. In August 2020, the Company issued $600 million aggregate principal ten year fixed rate notes with a coupon rate of 1.30% , and an effective interest rate of 1.39% along with $500 million aggregate principal thirty year fixed rate notes with a coupon rate of 2.13% , and an effective interest rate of 2.19% . In September 2020, the proceeds were used to prepay all of the outstanding 4.32% Series B private placement senior notes due 2023, to redeem all of the outstanding 4.350% senior notes due 2021 and to pay debt refinancing charges in connection with the transactions. Refer to Note 2 for additional information regarding the incremental fees. The Company’s public notes may be redeemed by the Company at its option at redemption prices that include accrued and unpaid interest and a make-whole premium. Upon the occurrence of a change of control accompanied by a downgrade of the public notes below investment grade rating, within a specified time period, the Company would be required to offer to repurchase the public notes at a price equal to 101% of the aggregate principal amount thereof, plus any accrued and unpaid interest to the date of repurchase. The public notes are senior unsecured and unsubordinated obligations of the Company and rank equally with all other senior and unsubordinated indebtedness of the Company. Private Notes In September 2020, the Company redeemed the private notes at redemption prices that included accrued and unpaid interest and a make-whole premium. Covenants The Company is in compliance with its debt covenants as of September 30, 2020. Net Interest Expense Interest expense and interest income recognized during the third quarter and first nine months of 2020 and 2019 were as follows: Third Quarter Ended Nine Months Ended September 30 September 30 (millions) 2020 2019 2020 2019 Interest expense $139.0 $52.9 $253.4 $163.4 Interest income (4.2) (6.8) (11.6) (18.8) Interest expense, net $134.8 $46.1 $241.8 $144.6 Interest expense generally includes the expense associated with the interest on the Company’s outstanding borrowings. Interest expense also includes the amortization of debt issuance costs and debt discounts, which are both recognized over the term of the related debt. During the third quarter of 2020, the Company retired certain long-term debt, and incurred debt refinancing charges of $83.1 million ( $64.0 million after tax), which are included as a component of interest expense, net on the Consolidated Statement of Income. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2020 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
GOODWILL AND OTHER INTANGIBLE ASSETS | 7. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill Goodwill arises from the Company’s acquisitions and represents the excess purchase consideration paid over the fair value of acquired net assets. The Company’s reporting units are its operating segments. The Company assesses goodwill for impairment on an annual basis during the second quarter. If circumstances change or events occur that demonstrate it is more likely than not that the carrying amount of a reporting unit exceeds its fair value, the Company would complete an interim goodwill assessment of that reporting unit prior to the next annual assessment. If the results of a goodwill assessment demonstrate the carrying amount of a reporting unit is greater than its fair value, the Company will recognize an impairment loss for the amount by which the reporting unit’s carrying amount exceeds its fair value, but not to exceed the carrying amount of goodwill assigned to that reporting unit. During the second quarter of 2020, the Company completed its annual goodwill impairment assessment for each of its eleven reporting units using quantitative analyses using discounted cash flow analyses that incorporated assumptions regarding future growth rates, terminal values, and discount rates. The Company’s goodwill impairment assessment for 2020 indicated the estimated fair values of each of its reporting units exceeded their carrying amounts by significant margins. There has been no impairment of goodwill in any of the periods presented. The changes in the carrying amount of goodwill for each of the Company's reportable segments during the nine-month period ended September 30, 2020 were as follows: Global Global Global Institutional Healthcare & Global (millions) Industrial & Specialty Life Sciences Energy Other Total December 31, 2019 $2,799.2 $1,147.7 $- $1,417.9 $204.3 $5,569.1 Segment changes (a) 1,124.6 (599.4) 859.3 (1,417.9) 33.4 - December 31, 2019 revised 3,923.8 548.3 859.3 - 237.7 5,569.1 Current year business combinations (b) 270.7 - - - - 270.7 Prior year business combinations (c) - - 0.3 - - 0.3 Dispositions (47.6) - - - - (47.6) Effect of foreign currency translation 90.8 16.6 51.4 - 6.7 165.5 September 30, 2020 $4,237.7 $564.9 $911.0 $- $244.4 $5,958.0 (a) Relates to reclassifications made to reportable segments in the current year. The ChampionX business was previously recorded in the Global Energy reportable segment and has been reported in discontinued operations. Goodwill was assigned to ChampionX and the Downstream operating segment, which is also a reporting unit, based on a relative fair value allocation. The Downstream operating segment, which was previously included in the Global Energy reportable segment is now reported in the Global Industrial reportable segment. In addition, the Company established the Global Healthcare & Life Sciences reportable segment which is comprised of the Healthcare and Life Sciences operating segments, which were previously included in the Global Institutional the and Global Industrial reportable segments, respectively. The Healthcare and Life Sciences operating segments were identified as reporting units both before and after the changes made to the Company’s reportable segments; accordingly, goodwill allocations were not required upon the establishment of the Global Healthcare & Life Sciences reportable segment. The Company also renamed the Global Institutional reportable segment to the Global Institutional & Specialty reportable segment. Refer to Note 16 for further information. (b) Represents goodwill associated with the acquisition of CID Lines. (c) Represents purchase price allocation adjustments for acquisitions deemed preliminary as of the end of December 31, 2019. Other Intangible Assets The Nalco trade name is the Company’s only indefinite life intangible asset. During the second quarter of 2020, the Company completed its annual impairment assessment of the Nalco trade name using the relief from royalty discounted cash flow method, which incorporates assumptions regarding future sales projections, royalty rates and discount rates. Based on this testing, the estimated fair value of the Nalco trade name exceeded its carrying amount by a significant margin; therefore, no adjustment to the $1.2 billion carrying value of this asset was necessary. There has been no impairment of the Nalco trade name intangible since it was acquired. The Company’s intangible assets subject to amortization include customer relationships, trademarks, patents and other technology primarily acquired through business combinations. The fair value of intangible assets acquired in business combinations is estimated primarily using discounted cash flow valuation methods at the time of acquisition. Intangible assets are amortized on a straight-line basis over their estimated lives. Total amortization expense related to intangible assets during the third quarter of 2020 and 2019 was $58.9 million and $51.6 million, respectively. Total amortization expense related to intangible assets during the first nine months of 2020 and 2019 was $162.1 and $155.1 million, respectively. Amortization expense related to intangible assets for the remaining three-month period of 2020 is expected to be approximately $55 million. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2020 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 8. FAIR VALUE MEASUREMENTS The Company’s financial instruments include cash and cash equivalents, restricted cash, accounts receivable, accounts payable, contingent consideration obligations, commercial paper, notes payable, foreign currency forward contracts, interest rate swap agreements and long-term debt. Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. A hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring the most observable inputs be used when available. The hierarchy is broken down into three levels: Level 1 - Inputs are quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2 - Inputs include observable inputs other than quoted prices in active markets. Level 3 - Inputs are unobservable inputs for which there is little or no market data available. The carrying amount and the estimated fair value for assets and liabilities measured on a recurring basis were: September 30, 2020 (millions) Carrying Fair Value Measurements Amount Level 1 Level 2 Level 3 Assets Foreign currency forward contracts $44.7 $- $44.7 $- Liabilities Foreign currency forward contracts 129.8 - 129.8 - December 31, 2019 (millions) Carrying Fair Value Measurements Amount Level 1 Level 2 Level 3 Assets Foreign currency forward contracts $83.9 $- $83.9 $- Liabilities Foreign currency forward contracts 10.0 - 10.0 - The carrying value of foreign currency forward contracts is at fair value, which is determined based on foreign currency exchange rates as of the balance sheet date and is classified within Level 2. For purposes of fair value disclosure above, derivative values are presented gross. Further discussion of gross versus net presentation of the Company's derivatives within Note 9. Contingent consideration obligations are recognized and measured at fair value at the acquisition date and thereafter until settlement. Contingent consideration is classified within Level 3 as the underlying fair value is determined using income-based valuation approaches appropriate for the terms and conditions of each respective earn-out. The consideration expected to be transferred is based on the Company’s expectations of various financial measures. The ultimate payment of contingent consideration could deviate from current estimates based on the actual results of these financial measures. Contingent consideration was not material to the Company’s consolidated financial statements. The carrying values of accounts receivable, accounts payable, cash and cash equivalents, restricted cash, commercial paper and notes payable approximate fair value because of their short maturities and as such are classified within Level 1. The fair value of long-term debt is based on quoted market prices for the same or similar debt instruments (classified as Level 2). The carrying amount and the estimated fair value of long-term debt, including current maturities, held by the Company were: September 30, 2020 December 31, 2019 Carrying Fair Carrying Fair Amount Value Amount Value Long-term debt, including current maturities $6,669.3 $7,659.9 $6,274.0 $6,861.6 |
DERIVATIVES AND HEDGING TRANSAC
DERIVATIVES AND HEDGING TRANSACTIONS | 9 Months Ended |
Sep. 30, 2020 | |
DERIVATIVES AND HEDGING TRANSACTIONS | |
DERIVATIVES AND HEDGING TRANSACTIONS | 9. DERIVATIVES AND HEDGING TRANSACTIONS The Company uses foreign currency forward contracts, interest rate swap agreements and foreign currency debt to manage risks associated with foreign currency exchange rates, interest rates and net investments in foreign operations. The Company does not hold derivative financial instruments of a speculative nature or for trading purposes. The Company records derivatives as assets and liabilities on the balance sheet at fair value. Changes in fair value are recognized immediately in earnings unless the derivative qualifies and is designated as a hedge. Cash flows from derivatives are classified in the statement of cash flows in the same category as the cash flows from the items subject to designated hedge or undesignated (economic) hedge relationships. The Company evaluates hedge effectiveness at inception and on an ongoing basis. If a derivative is no longer expected to be effective, hedge accounting is discontinued. The Company is exposed to credit risk in the event of nonperformance of counterparties for foreign currency forward exchange contracts and interest rate swap agreements. The Company monitors its exposure to credit risk by using credit approvals and credit limits and by selecting major global banks and financial institutions as counterparties. The Company does not anticipate nonperformance by any of these counterparties, and therefore, recording a valuation allowance against the Company’s derivative balance is not considered necessary. Derivative Positions Summary Certain of the Company’s derivative transactions are subject to master netting arrangements that allow the Company to net settle contracts with the same counterparties. These arrangements generally do not call for collateral and as of the applicable dates presented in the following table, no cash collateral had been received or pledged related to the underlying derivatives. The respective net amounts are included in other current assets, other assets, other current liabilities and other liabilities on the Consolidated Balance Sheet. The following table summarizes the gross fair value and the net value of the Company’s outstanding derivatives. (millions) Derivative Assets Derivative Liabilities September 30 December 31 September 30 December 31 (millions) 2020 2019 2020 2019 Derivatives designated as hedging instruments Foreign currency forward contracts $28.7 $67.4 $83.6 $2.1 Derivatives not designated as hedging instruments Foreign currency forward contracts (a) 16.0 16.5 46.2 7.9 Gross value of derivatives 44.7 83.9 129.8 10.0 Gross amounts offset in the Consolidated Balance Sheet (35.3) (4.2) (35.3) (4.2) Net value of derivatives $9.4 $79.7 $94.5 $5.8 (a) Foreign currency forward contract derivatives not designated as hedging instruments includes discontinued operations of $1.0 million of derivative assets and $0.6 million of derivative liabilities as of December 31, 2019. The following table summarizes the notional values of the Company’s outstanding derivatives. Notional Values September 30 December 31 (millions) 2020 2019 Foreign currency forward contracts (a) $ 4,269 $ 4,004 (a) Foreign currency forward contract notional values include discontinued operations of approximately $9 million as of December 31, 2019. Cash Flow Hedges The Company utilizes foreign currency forward contracts to hedge the effect of foreign currency exchange rate fluctuations on forecasted foreign currency transactions, including inventory purchases and intercompany royalty, management fee and other payments. These forward contracts are designated as cash flow hedges. The changes in fair value of these contracts are recorded in accumulated other comprehensive income (“AOCI”) until the hedged items affect earnings, at which time the gain or loss is reclassified into the same line item in the Consolidated Statement of Income as the underlying exposure being hedged. Cash flow hedged transactions impacting AOCI are forecasted to occur within the next four years . For forward contracts designated as hedges of foreign currency exchange rate risk associated with forecasted foreign currency transactions, the Company excludes the changes in fair value attributable to time value from the assessment of hedge effectiveness. The initial value of the excluded component (i.e., the forward points) is amortized on a straight-line basis over the life of the hedging instrument and recognized in the same line item in the Consolidated Statement of Income as the underlying exposure being hedged for intercompany loans. For all other cash flow hedge types, the forward points are marked-to-market monthly and recognized in the same line item in the Consolidated Statement of Income as the underlying exposure being hedged. The difference between fair value changes of the excluded component and the amount amortized in the Consolidated Statement of Income is recorded in AOCI. Fair Value Hedges The Company manages interest expense using a mix of fixed and floating rate debt. To help manage exposure to interest rate movements and to reduce borrowing costs, the Company may enter into interest rate swaps under which the Company agrees to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed upon notional principal amount. The mark-to-market of these fair value hedges is recorded as gains or losses in interest expense and is offset by the gain or loss of the underlying debt instrument, which also is recorded in interest expense. These fair value hedges are highly effective. Net Investment Hedges The Company designates its outstanding $1,365 million (€1,150 million at the end of the third quarter of 2020) senior notes (“euronotes”) and related accrued interest as hedges of existing foreign currency exposures related to investments the Company has in certain euro denominated functional currency subsidiaries. The revaluation gains and losses on the euronotes and Euro commercial paper, which are designated and effective as hedges of the Company’s net investments, have been included as a component of the cumulative translation adjustment account, and were as follows: Third Quarter Ended Nine Months Ended September 30 September 30 (millions) 2020 2019 2020 2019 Revaluation (losses) gains, net of tax $(83.4) $20.9 $(87.4) $37.0 Derivatives Not Designated as Hedging Instruments The Company also uses foreign currency forward contracts to offset its exposure to the change in value of certain foreign currency denominated assets and liabilities held at foreign subsidiaries, primarily receivables and payables, which are remeasured at the end of each period. Although the contracts are effective economic hedges, they are not designated as accounting hedges. Therefore, changes in the value of these derivatives are recognized immediately in earnings, thereby offsetting the current earnings effect of the related foreign currency denominated assets and liabilities. Effect of all Derivative Instruments on Income The gain (loss) of all derivative instruments recognized in product and equipment cost of sales (“COS”), selling, general and administrative expenses (“SG&A”) and interest expense, net (“interest”) is summarized below: Third Quarter Ended September 30 2020 2019 (millions) COS SG&A Interest COS SG&A Interest Gain (loss) on derivatives in cash flow hedging relationship: Foreign currency forward contracts Amount of gain (loss) reclassified from AOCI to income $3.1 $(101.5) $- $3.9 $2.8 $- Amount excluded from the assessment of effectiveness recognized in earnings based on changes in fair value - - (4.9) - - (5.9) Interest rate swap agreements Amount of gain (loss) reclassified from AOCI to income - - (0.2) - - (0.2) Gain (loss) on derivatives not designated as hedging instruments: Foreign currency forward contracts Amount of gain (loss) recognized in income (a) - (30.2) 11.3 - 11.2 - Total gain (loss) of all derivative instruments $3.1 $(131.7) $6.2 $3.9 $14.0 $(6.1) Nine Months Ended September 30 2020 2019 (millions) COS SG&A Interest COS SG&A Interest Gain (loss) on derivatives in cash flow hedging relationship: Foreign currency forward contracts Amount of gain (loss) reclassified from AOCI to income $9.1 $(108.8) $- $13.0 $22.3 $- Amount excluded from the assessment of effectiveness recognized in earnings based on changes in fair value - - 8.6 - - 8.4 Interest rate swap agreements Amount of gain (loss) reclassified from AOCI to income - - (0.7) - - (0.7) Gain (loss) on derivatives in fair value hedging relationship: Interest rate swaps Hedged items - - - - - 0.2 Derivatives designated as hedging instruments - - - - - (0.2) Gain (loss) on derivatives not designated as hedging instruments: Foreign currency forward contracts Amount of gain (loss) recognized in income (a) - (12.3) 11.3 - 25.2 - Total gain (loss) of all derivative instruments $9.1 $(121.1) $19.2 $13.0 $47.5 $7.7 (a) Gain (loss) on derivatives not designated as hedging instruments recognized in income recorded in SG&A includes discontinued operations of $(0.2) million in the third quarter of 2019, and $(2.5) million and $(1.7) million for the first nine months of 2020 and 2019, respectively. |
OTHER COMPREHENSIVE INCOME (LOS
OTHER COMPREHENSIVE INCOME (LOSS) INFORMATION | 9 Months Ended |
Sep. 30, 2020 | |
OTHER COMPREHENSIVE INCOME (LOSS) INFORMATION | |
OTHER COMPREHENSIVE INCOME (LOSS) INFORMATION | 10. OTHER COMPREHENSIVE INCOME (LOSS) INFORMATION Other comprehensive income (loss) includes net income, foreign currency translation adjustments, unrecognized gains and losses on securities, defined benefit pension and postretirement plan adjustments, gains and losses on derivative instruments designated and effective as cash flow hedges and non-derivative instruments designated and effective as foreign currency net investment hedges that are charged or credited to the accumulated other comprehensive loss account in shareholders’ equity. The following tables provide other comprehensive income information related to the Company’s derivatives and hedging instruments and pension and postretirement benefits. Refer to Note 9 for additional information related to the Company’s derivatives and hedging transactions. Refer to Note 14 for additional information related to the Company’s pension and postretirement benefits activity. Third Quarter Ended Nine Months Ended September 30 September 30 (millions) 2020 2019 2020 2019 Derivative and Hedging Instruments Unrealized gains (losses) on derivative & hedging instruments Amount recognized in AOCI $(126.2) $0.1 $(108.3) $40.2 (Gains) losses reclassified from AOCI into income COS (3.1) (3.9) (9.1) (13.0) SG&A 101.5 (2.8) 108.8 (22.3) Interest (income) expense, net 5.1 6.1 (7.9) (7.7) 103.5 (0.6) 91.8 (43.0) Other activity (0.2) (0.3) (0.2) (0.4) Tax impact 3.8 (0.1) 2.6 0.3 Net of tax $(19.1) $(0.9) $(14.1) $(2.9) Pension and Postretirement Benefits Amount reclassified from AOCI into income Amortization of net actuarial loss and prior service costs and benefits 15.0 - 44.3 0.2 15.0 - 44.3 0.2 Other activity (29.8) 6.0 (21.5) 9.3 Tax impact (3.7) (0.2) (10.8) (0.3) Net of tax $(18.5) $5.8 $12.0 $9.2 The following table summarizes the derivative and pension and postretirement benefit amounts reclassified from AOCI into income. Third Quarter Ended Nine Months Ended September 30 September 30 2020 2019 2020 2019 (millions) Derivative (gains) losses reclassified from AOCI into income, net of tax $78.2 $(0.5) $69.4 $(32.5) Pension and postretirement benefits net actuarial losses and prior services costs reclassified from AOCI into income, net of tax (18.5) 5.8 12.0 9.2 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2020 | |
SHAREHOLDERS' EQUITY | |
SHAREHOLDERS' EQUITY | 11. SHAREHOLDERS’ EQUITY Share Repurchase Authorization In February 2015, the Company’s Board of Directors authorized the repurchase of up to 20 million shares of its common stock, including shares to be repurchased under Rule 10b5–1. As of September 30, 2020, 6,342,568 shares remained to be repurchased under the Company’s repurchase authorization. The Company intends to repurchase all shares under its authorization, for which no expiration date has been established, in open market or privately negotiated transactions, subject to market conditions. Share Repurchases During the first nine months of 2020, the Company reacquired 648,222 shares of its common stock, of which 462,442 related to share repurchases through open market or private purchases, and 185,780 related to shares withheld for taxes on the exercise of stock options and the vesting of stock awards and units. During all of 2019, the Company reacquired 1,986,241 shares of its common stock, of which 1,846,384 related to share repurchases through open market or private purchases, and 139,857 related to shares withheld for taxes on the exercise of stock options and the vesting of stock awards and units. Separation of ChampionX On June 3, 2020, the Company effected the split-off of ChampionX through the Exchange Offer and all shares of ChampionX common stock owned by Ecolab were exchanged for outstanding shares of Ecolab common stock. In the Exchange Offer, which was oversubscribed, the Company accepted 4,955,552 shares of Ecolab common stock in exchange for approximately 122.2 million shares of ChampionX common stock. |
EARNINGS ATTRIBUTABLE TO ECOLAB
EARNINGS ATTRIBUTABLE TO ECOLAB PER COMMON SHARE ("EPS") | 9 Months Ended |
Sep. 30, 2020 | |
EARNINGS ATTRIBUTABLE TO ECOLAB PER COMMON SHARE ("EPS") | |
EARNINGS ATTRIBUTABLE TO ECOLAB PER COMMON SHARE ("EPS") | 12. EARNINGS ATTRIBUTABLE TO ECOLAB PER COMMON SHARE (“EPS”) The difference in the weighted average common shares outstanding for calculating basic and diluted EPS is a result of the dilution associated with the Company’s equity compensation plans. As noted in the table below, certain stock options and units outstanding under these equity compensation plans were not included in the computation of diluted EPS because they would not have had a dilutive effect. The computations of the basic and diluted EPS amounts were as follows: Third Quarter Ended Nine Months Ended September 30 September 30 (millions, except per share) 2020 2019 2020 2019 Net income from continuing operations attributable to Ecolab $246.2 $435.9 $667.1 $1,030.9 Net (loss) income from discontinued operations - 28.3 (2,172.5) 98.4 Net (loss) income attributable to Ecolab $246.2 $464.2 $(1,505.4) $1,129.3 Weighted-average common shares outstanding Basic 285.4 288.1 287.5 288.0 Effect of dilutive stock options and units 3.0 4.7 3.3 4.5 Diluted 288.4 292.8 290.8 292.5 Earnings (loss) attributable to Ecolab per common share Basic EPS Continuing operations $ 0.86 $ 1.51 $ 2.32 $ 3.58 Discontinued operations $ - $ 0.10 $ (7.56) $ 0.34 Earnings (loss) attributable to Ecolab $ 0.86 $ 1.61 $ (5.24) $ 3.92 Diluted EPS Continuing operations $ 0.85 $ 1.49 $ 2.29 $ 3.52 Discontinued operations $ - $ 0.10 $ (7.47) $ 0.34 Earnings (loss) attributable to Ecolab $ 0.85 $ 1.59 $ (5.18) $ 3.86 Anti-dilutive securities excluded from the computation of diluted EPS 1.0 - 1.0 - Amounts do not necessarily sum due to rounding. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2020 | |
INCOME TAXES | |
INCOME TAXES | 13. INCOME TAXES The Company’s tax rate was 14.5% and 15.9% for the third quarter of 2020 and 2019, respectively, and 13.2% and 16.2% for the first nine months of 2020 and 2019, respectively. The change in the Company’s tax rate for the third quarter of 2020 compared to the third quarter of 2019 was driven primarily by the impact of special (gains) and charges. The change in the Company’s tax rate for the first nine months of 2020 compared to the first nine months of 2019 was driven primarily by the impact of discrete tax items and special (gains) and charges. Further information related to special (gains) and charges is included in Note 2. The Company recognized net tax benefits related to discrete tax items of $12.4 million and $56.8 million in the third quarter and first nine months of 2020, respectively. Share-based compensation excess tax benefit contributed $3.4 million and $49.0 million in the third quarter and first nine months of 2020, respectively. Additionally, the Company recognized a net tax benefit of $6.9 million and $2.4 million primarily related to the release of a valuation allowance, the filing of prior year foreign tax returns and other income tax adjustments in the third quarter and first nine months of 2020, respectively. The remaining discrete net tax benefit of $2.1 million and $5.4 million was due to the net release of reserves for uncertain tax positions during the third quarter and first nine months of 2020, respectively. The Company recognized a net tax benefit related to discrete tax items of $13.6 million and $39.8 million in the third quarter and first nine months of 2019, respectively. Share-based compensation excess tax benefit contributed $7.9 million and $39.4 million in the third quarter and first nine months of 2019, respectively. The Company also recognized a net tax benefit of $4.3 million and $3.2 million in the third quarter and first nine months of 2019, respectively, due to finalization of certain estimates due to the 2018 U.S. federal tax return, for the one-time transition tax imposed by the Tax Cuts and Jobs Act (the “Act”). Additionally, the Company recognized a net tax benefit of $1.1 million related to foreign audit settlements and related reserve releases during the quarter. The remaining net discrete benefit (expense) was primarily due to changes in estimates in non-U.S. jurisdictions and from the 2018 U.S. federal tax return. |
PENSION AND POSTRETIREMENT PLAN
PENSION AND POSTRETIREMENT PLANS | 9 Months Ended |
Sep. 30, 2020 | |
PENSION AND POSTRETIREMENT PLANS | |
PENSION AND POSTRETIREMENT PLANS | 14. PENSION AND POSTRETIREMENT PLANS The Company has a non-contributory, qualified defined benefit pension plan covering the majority of its U.S. employees. The Company also has U.S. non-contributory non-qualified defined benefit plans, which provide for benefits to employees in excess of limits permitted under its U.S. pension plans. Various international subsidiaries also have defined benefit pension plans. The Company provides postretirement health care benefits to certain U.S. employees and retirees. The components of net periodic pension and postretirement health care benefit costs for the third quarter ended September 30 are as follows: U.S. International U.S. Postretirement Pension Pension Health Care (millions) 2020 2019 2020 2019 2020 2019 Service cost (a) $16.5 $18.2 $7.9 $7.5 $0.3 $0.3 Interest cost on benefit obligation 17.7 22.3 5.5 7.8 0.8 1.4 Expected return on plan assets (38.2) (37.4) (15.7) (14.8) (0.1) (0.1) Recognition of net actuarial loss (gain) 13.0 5.9 6.6 4.1 (0.1) (1.0) Amortization of prior service benefit (1.6) (2.9) (0.1) (0.3) (2.9) (5.8) Total expense (benefit) $7.4 $6.1 $4.2 $4.3 $(2.0) $(5.2) The components of net periodic pension and postretirement health care benefit costs for the nine months ended September 30 are as follows: U.S. International U.S. Postretirement Pension Pension Health Care (millions) 2020 2019 2020 2019 2020 2019 Service cost (a) $51.9 $54.6 $23.2 $22.7 $0.9 $1.0 Interest cost on benefit obligation 52.7 66.8 16.1 23.5 2.9 4.2 Expected return on plan assets (114.6) (112.2) (46.7) (45.1) (0.3) (0.3) Recognition of net actuarial (gain) loss 39.0 17.7 19.2 12.3 - (3.0) Amortization of prior service benefit (5.4) (8.6) (0.1) (0.8) (8.4) (17.4) Total expense (benefit) $23.6 $18.3 $11.7 $12.6 $(4.9) $(15.5) (a) Service cost includes discontinued operations of $1.6 in the third quarter of 2019 and $2.5 and $4.7 for the first nine months of 2020 and 2019, respectively. There was no service cost included in discontinued operations in the third quarter of 2020. Service cost is included as employee compensation cost within either cost of sales or selling, general and administrative expenses in the Consolidated Statement of Income based on employee roles, while non-service components are included in other (income) expense in the Consolidated Statement of Income. As of September 30, 2020, the Company is in compliance with all funding requirements of each of its defined benefit plans. During the first nine months of 2020, the Company made contributions of $9 million to its U.S. non-contributory non-qualified defined benefit plans and estimates it will contribute an additional $4 million to such plans during the remainder of 2020. During the first nine months of 2020, the Company made contributions of $33 million to its international pension benefit plans and estimates it will contribute an additional $10 million to such plans during the remainder of 2020. During the first nine months of 2020, the Company made contributions of $8 million to its U.S. postretirement health care benefit plans and estimates it will contribute an additional $3 million to such plans during the remainder of 2020. |
REVENUES
REVENUES | 9 Months Ended |
Sep. 30, 2020 | |
REVENUES | |
REVENUES | 15. REVENUES Revenue Recognition Product and Sold Equipment Product revenue is generated from cleaning, sanitizing, water and colloidal silica products sold to customers. In addition, the Company sells equipment which may be used in combination with its specialized products. Revenue recognized from product and sold equipment is recognized at the point in time when the obligations in the contract with the customer are satisfied, which generally occurs with the transfer of the product or delivery of the equipment. Service and Lease Equipment Service and lease equipment revenue is generated from providing services or leasing equipment to customers. Service offerings include installing or repairing certain types of equipment, activities that supplement or replace headcount at the customer location, or fulfilling deliverables included in the contract. Services provided in Other primarily includes services designed to detect, eliminate and prevent pests. Global Industrial segment services are associated with water treatment and paper process applications, Global Institutional & Specialty services include water treatment programs and process applications, and wash process solutions and Global Healthcare & Life Sciences services include pharmaceutical, personal care, infection and containment control solutions. Revenue recognized from leased equipment primarily relates to warewashing and water treatment equipment. 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. In the second quarter ended June 30, 2020, the Company provided a one-time lease billing suspension of approximately $38 million to certain restaurant customers within the Institutional & Specialty Segment, in recognition of the impact of the COVID-19 pandemic. There was no substantial change to the consideration expected to be received under the lease arrangement. The Company’s operating lease revenue was as follows: Third Quarter Ended Nine Months Ended September 30 September 30 (millions) 2020 2019 2020 2019 Operating lease revenue* $84.9 $103.0 $258.2 $306.8 *Includes immaterial variable lease revenue The following table shows principal activities, separated by reportable segments, from which the Company generates its revenue. The reportable segments have been revised to align with the Company’s reportable segments in the current year. Corporate segment includes sales to ChampionX under the Master Cross Supply and Product Transfer agreements entered into as part of the ChampionX Separation. For more information about the Company’s reportable segments, refer to Note 16. Net sales at public exchange rates by reportable segment are as follows: Third Quarter Ended Nine Months Ended September 30 September 30 (millions) 2020 2019 2020 2019 Global Industrial Product and sold equipment $1,265.2 $1,308.6 $3,728.5 $3,822.1 Service and lease equipment 205.0 204.0 600.9 592.7 Global Institutional & Specialty Product and sold equipment 756.5 966.9 2,241.5 2,759.8 Service and lease equipment 139.8 181.2 429.9 519.5 Global Healthcare & Life Sciences Product and sold equipment 291.5 220.3 785.5 660.8 Service and lease equipment 30.0 21.4 78.3 60.3 Other Product and sold equipment 66.6 96.0 203.1 268.9 Service and lease equipment 217.1 225.6 598.0 633.7 Corporate Product and sold equipment 46.6 - 58.9 - Service and lease equipment 0.3 - 0.3 - Total Total product and sold equipment $2,426.4 $2,591.8 $7,017.5 $7,511.6 Total service and lease equipment $592.2 $632.2 $1,707.4 $1,806.2 Net sales at public exchange rates by geographic region for the third quarter ended September 30 are as follows: Global Global Institutional Global Healthcare Industrial & Specialty & Life Sciences Other Corporate (millions) 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 North America $683.6 $722.1 $654.0 $840.1 $113.1 $103.8 $175.8 $197.0 $34.9 $- Europe 325.2 303.3 127.0 162.8 172.4 127.9 59.2 71.4 2.4 - Asia Pacific 180.4 191.5 47.0 59.2 27.8 5.0 15.0 18.9 1.4 - Latin America 117.2 134.3 32.2 42.0 2.7 1.0 13.5 13.2 6.6 - Greater China 86.0 81.5 26.7 30.4 0.8 0.5 16.7 16.8 0.4 - Middle East and Africa 77.8 79.9 9.4 13.6 4.7 3.5 3.5 4.3 1.2 - Total $1,470.2 $1,512.6 $896.3 $1,148.1 $321.5 $241.7 $283.7 $321.6 $46.9 $- Net sales at public exchange rates by geographic region for the nine months ended September 30 are as follows: Global Global Institutional Global Healthcare Industrial & Specialty & Life Sciences Other Corporate (millions) 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 North America $2,033.2 $2,105.9 $1,926.3 $2,392.4 $325.7 $307.0 $496.7 $551.8 $47.2 $- Europe 915.0 886.1 375.6 463.5 464.5 385.3 164.2 196.5 2.4 - Asia Pacific 548.8 564.6 153.0 174.4 51.7 13.2 48.2 54.9 1.4 - Latin America 362.2 390.2 102.3 121.8 5.5 3.2 36.3 37.7 6.6 - Greater China 240.0 238.2 82.8 89.5 2.5 1.5 45.0 48.9 1.2 - Middle East and Africa 230.2 229.8 31.4 37.7 13.9 10.9 10.7 12.8 0.4 - Total $4,329.4 $4,414.8 $2,671.4 $3,279.3 $863.8 $721.1 $801.1 $902.6 $59.2 $- Net sales by geographic region were determined based on origin of sale. Revenues in the United States made up 52% and 54% of total during the nine months ended September 30, 2020 and 2019, respectively. Contract Liability Payments received from customers are based on invoices or billing schedules as established in contracts with customers. Accounts receivable are recorded when the right to consideration becomes unconditional. The contract liability relates to billings in advance of performance (primarily service obligations) under the contract. Contract liabilities are recognized as revenue when the performance obligation has been performed, which primarily occurs during the subsequent quarter. September 30 September 30 (millions) 2020 2019 Contract liability as of beginning of the year $76.7 $67.7 Revenue recognized in the year from: Amounts included in the contract liability at the beginning of the year (76.7) (67.7) Increases due to billings excluding amounts recognized as revenue during the year ended 84.0 75.1 Business combinations 0.6 0.2 Contract liability as of end of period $84.6 $75.3 |
OPERATING SEGMENTS
OPERATING SEGMENTS | 9 Months Ended |
Sep. 30, 2020 | |
OPERATING SEGMENTS | |
OPERATING SEGMENTS | 16. OPERATING SEGMENTS The Company’s organizational structure consists of global business unit and global regional leadership teams. The Company’s operating segments follow its commercial and product-based activities and are based on engagement in business activities, availability of discrete financial information and review of operating results by the Chief Operating Decision Maker at the identified operating segment level. The Company’s operating segments that share similar economic characteristics and future prospects, nature of the products and production processes, end-use markets, channels of distribution and regulatory environment have been aggregated into three reportable segments: Global Industrial, Global Institutional & Specialty and Global Healthcare & Life Sciences. The Company’s operating segments that do not meet the quantitative criteria to be separately reported have been combined into Other. The Company provides similar information for Other as the Company considers the information regarding its underlying operating segments as useful in understanding its consolidated results. Comparability of Reportable Segments Effective in the first quarter of 2020, and in anticipation of the separation of the Upstream Energy business, the Company created the Upstream and Downstream operating segments and reporting units from the Global Energy operating segment and reporting unit, which was also a reportable segment. The Downstream operating segment, which was previously included in the Global Energy reportable segment has been aggregated into the Global Industrial reportable segment. The table below reflects the elimination of the Global Energy reportable segment and creation of the Downstream operating segment, which is reported in the Global Industrial reportable segment. 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 & 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. The Company also renamed the Global Institutional reportable segment to the Global Institutional & Specialty reportable segment. The Company 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 below. The Company evaluates the performance of its non-U.S. dollar functional currency international operations based on fixed currency exchange rates, which eliminates the impact of exchange rate fluctuations on its 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” column shown in the following table reflects the impact on previously reported values related to fixed currency exchange rates established by management at the beginning of 2020 and have been updated from the 2019 rates reflected in the Company’s Form 10-K. 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 below. 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. Allocations of overhead expenses included in historical Upstream Energy segment results are reallocated to the remaining segments. These changes are presented in the “Discontinued operations and related allocation changes” columns in the table below. The impact of the preceding changes on previously reported full year 2019 reportable segment net sales and operating income is summarized as follows: December 31, 2019 Discontinued 2019 Reported Fixed 2019 Reported Operations and 2019 Revised Valued at 2019 Segment Currency Valued at 2020 Related Allocation Valued at 2020 (millions) Management Rates Change Rate Change Management Rates Charges Management Rates Net Sales Global Industrial $5,569.9 $479.2 $(52.7) $5,996.4 $(1.8) $5,994.6 Global Institutional & Specialty 5,235.5 (800.1) (23.3) 4,412.1 - 4,412.1 Global Healthcare & Life Sciences - 991.7 (12.7) 979.0 - 979.0 Upstream Energy - 2,350.0 2.9 2,352.9 (2,352.9) - Global Energy 3,334.0 (3,334.0) - - - - Other 907.5 313.2 (9.0) 1,211.7 - 1,211.7 Subtotal at fixed currency rates 15,046.9 - (94.8) 14,952.1 (2,354.7) 12,597.4 Effect of foreign currency translation (140.6) - 94.8 (45.8) 10.4 (35.4) Consolidated reported GAAP net sales $14,906.3 $- $- $14,906.3 $(2,344.3) $12,562.0 Operating Income Global Industrial $854.7 $133.4 $(7.5) $980.6 $(77.9) $902.7 Global Institutional & Specialty 1,042.2 (93.4) (1.5) 947.3 (7.5) 939.8 Global Healthcare & Life Sciences - 136.7 (1.6) 135.1 (10.6) 124.5 Upstream Energy - 188.2 (0.3) 187.9 (187.9) - Global Energy 379.1 (379.1) - - - - Other 167.3 14.2 (0.9) 180.6 (13.6) 167.0 Corporate (409.1) - 1.2 (407.9) 128.2 (279.7) Subtotal at fixed currency rates 2,034.2 - (10.6) 2,023.6 (169.3) 1,854.3 Effect of foreign currency translation (20.4) - 10.6 (9.8) 0.7 (9.1) Consolidated reported GAAP operating income $2,013.8 $- $- $2,013.8 $(168.6) $1,845.2 Reportable Segment Information Financial information for the Company’s reportable segments, is as follows: Third Quarter Ended Nine Months Ended September 30 September 30 (millions) 2020 2019 2020 2019 Net Sales Global Industrial $1,491.1 $1,517.1 $4,410.3 $4,414.8 Global Institutional & Specialty 901.3 1,150.6 2,695.8 3,283.3 Global Healthcare & Life Sciences 320.9 243.9 875.0 723.7 Other 285.7 323.1 810.4 904.0 Corporate 48.2 - 60.5 - Subtotal at fixed currency rates 3,047.2 3,234.7 8,852.0 9,325.8 Effect of foreign currency translation (28.6) (10.7) (127.1) (8.0) Consolidated reported GAAP net sales $3,018.6 $3,224.0 $8,724.9 $9,317.8 Operating Income Global Industrial $297.8 $249.8 $787.4 $632.1 Global Institutional & Specialty 82.6 280.9 228.0 690.1 Global Healthcare & Life Sciences 66.0 36.3 154.5 92.3 Other 45.2 51.4 88.1 119.0 Corporate (74.4) (66.5) (255.7) (202.6) Subtotal at fixed currency rates 417.2 551.9 1,002.3 1,330.9 Effect of foreign currency translation (5.8) (2.9) (22.7) (3.9) Consolidated reported GAAP operating income $411.4 $549.0 $979.6 $1,327.0 The profitability of the Company’s operating segments is evaluated by management based on operating income. Consistent with the Company’s internal management reporting, Corporate amounts in the table above include sales to ChampionX in accordance with the long-term supply agreement entered into with the Transaction, as discussed in Note 4. Corporate also includes intangible asset amortization specifically from the Nalco merger and special (gains) and charges, as discussed in Note 2, that are not allocated to the Company’s reportable segments. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 17. COMMITMENTS AND CONTINGENCIES The Company is subject to various claims and contingencies related to, among other things, workers’ compensation, general liability (including product liability), automobile claims, health care claims, environmental matters and lawsuits. The Company is also subject to various claims and contingencies related to income taxes. The Company also has contractual obligations including to lease commitments. The Company records liabilities where a contingent loss is probable and can be reasonably estimated. If the reasonable estimate of a probable loss is a range, the Company records the most probable estimate of the loss or the minimum amount when no amount within the range is a better estimate than any other amount. The Company discloses a contingent liability even if the liability is not probable or the amount is not estimable, or both, if there is a reasonable possibility that a material loss may have been incurred. Insurance Globally, the Company has insurance policies with varying deductible levels for property and casualty losses. The Company is insured for losses in excess of these deductibles, subject to policy terms and conditions and has recorded both a liability and an offsetting receivable for amounts in excess of these deductibles. The Company is self-insured for health care claims for eligible participating employees, subject to certain deductibles and limitations. The Company determines its liabilities for claims on an actuarial basis. Litigation and Environmental Matters The Company and certain subsidiaries are party to various lawsuits, claims and environmental actions that have arisen in the ordinary course of business. These include from time to time antitrust, commercial, patent infringement, product liability and wage hour lawsuits, as well as possible obligations to investigate and mitigate the effects on the environment of the disposal or release of certain chemical substances at various sites, such as Superfund sites and other operating or closed facilities. The Company has established accruals for certain lawsuits, claims and environmental matters. The Company currently believes that there is not a reasonably possible risk of material loss in excess of the amounts accrued related to these legal matters. Because litigation is inherently uncertain, and unfavorable rulings or developments could occur, there can be no certainty that the Company may not ultimately incur charges in excess of recorded liabilities. A future adverse ruling, settlement or unfavorable development could result in future charges that could have a material adverse effect on the Company’s results of operations or cash flows in the period in which they are recorded. The Company currently believes that such future charges related to suits and legal claims, if any, would not have a material adverse effect on the Company’s consolidated financial position. Environmental Matters The Company is currently participating in environmental assessments and remediation at approximately 30 locations, the majority of which are in the U.S., and environmental liabilities have been accrued reflecting management’s best estimate of future costs. Potential insurance reimbursements are not anticipated in the Company’s accruals for environmental liabilities. |
NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2020 | |
NEW ACCOUNTING PRONOUNCEMENTS | |
NEW ACCOUNTING PRONOUNCEMENTS | 18. NEW ACCOUNTING PRONOUNCEMENTS Standards that are not yet adopted: Required Date of Date of Effect on the Standard Issuance Description Adoption Financial Statements ASU 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes December 2019 Simplifies the accounting for income taxes by removing certain exceptions to the general principles related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and recognition of deferred tax liabilities for outside basis differences. The new standard also simplifies the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the basis of goodwill. January 1, 2021 The Company is currently evaluating the impact of adoption. ASU 2020-04 - Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting March 2020 LIBOR, a widely used reference rate for pricing financial products is scheduled to be discontinued on December 31, 2021. This standard provides optional expedients and exceptions if certain criteria are met when accounting for contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. Application of guidance is optional until December 31, 2022 and varies based on expedient elected. The Company has not elected any expedients to date and is currently evaluating any potential future impacts on the Company's financial statements. Standards that were adopted: Date of Date of Effect on the Standard Issuance Description Adoption Financial Statements ASU 2018-15 - Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force) August 2018 Aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The amendments require an entity (customer) in a hosting arrangement that is a service contract to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. January 1, 2020 The Company adopted the prospective transition method. Adoption of this guidance did not have a material impact on the Company's financial statements. ASU 2018-14 - Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans August 2018 Modifies disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. This includes, but is not limited to, the removal of the requirement to disclose the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year, and the addition of a requirement to disclose the weighted-average interest crediting rates for cash balance plans and other plans with promised interest crediting rates. January 1, 2020 Adoption of the standard did not impact the Company's consolidated balance sheet or income statement. Annual disclosure requirements will be updated to align with the new standard, and changes in disclosure will not be material. ASU 2017-04 - Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment January 2017 Simplifies subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. January 1, 2020 The new standard changes the manner of how goodwill impairment losses are measured when the carrying amount of a reporting unit exceeds its fair value. Adoption of this standard will impact the financial statements to the extent the carrying amount of any of the Company's reporting units exceeds their fair values during future goodwill assessments. Credit Losses ASUs: Various Addresses the recognition, measurement, presentation and disclosure of credit losses on trade and reinsurance receivables, loans, debt securities, net investments in leases, off-balance-sheet credit exposures and certain other instruments. Amends January 1, 2020 The Company adopted the standard for expected credit losses using the modified retrospective approach. The effects of adoption were reflected as a $4.3 million reduction to Financial Instruments - Credit Losses guidance on reporting credit losses from an incurred model to an expected model for assets held at amortized cost, such as accounts receivable, loans and held-to-maturity debt securities. Additional disclosures will also be required. retained earnings as of January 1, 2020 and did not materially impact the Company's consolidated balance sheet, income statement or cash flows. Additional information regarding the impact of this guidance on the Company's financial statements at the bottom of this table in note (a). No other new accounting pronouncement issued or effective has had or is expected to have a material impact on the Company’s consolidated financial statements. (a) Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are carried at the invoiced amounts, less an allowance for doubtful accounts, and generally do not bear interest. The Company estimates the allowance for doubtful accounts for expected credit losses by analyzing accounts receivable balances by age and applying historical write-off and collection trend rates. The Company’s estimates separately consider specific circumstances and credit conditions of customer receivables, and whether it is probable balances will be collected. Account balances are written off against the allowance when it is determined the receivable will not be recovered. The Company’s allowance for doubtful accounts balance also includes an allowance for the expected return of products shipped and credits related to pricing or quantities shipped of $15.3 million and $15.5 million as of September 30, 2020 and 2019, respectively. Returns and credit activity is recorded directly as a reduction to revenue. The following table summarizes the activity in the allowance for doubtful accounts: Nine Months Ended September 30 (millions) 2020 2019 Beginning balance $55.5 $52.4 Adoption of new standard 4.3 - Bad debt expense (b) 54.6 16.9 Write-offs (25.0) (14.2) Other (c) (1.2) (1.5) Ending balance $88.2 $53.6 (b) Bad debt expense in 2020 reflects the impact of deteriorations and increased uncertainty in the macroeconomic outlook, primarily the Institutional customer base, as a result of the COVID-19 pandemic. (c) Other amounts are primarily the effects of changes in currency translations and the impact of allowance for returns and credits. |
SPECIAL (GAINS) AND CHARGES (Ta
SPECIAL (GAINS) AND CHARGES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
SPECIAL (GAINS) AND CHARGES | |
Special (gains) and charges | Third Quarter Ended Nine Months Ended September 30 September 30 (millions) 2020 2019 2020 2019 Cost of sales Restructuring activities $1.0 $6.3 $6.6 $16.2 Acquisition and integration activities 1.5 5.1 4.1 6.6 Other 7.0 - 34.9 - Cost of sales subtotal 9.5 11.4 45.6 22.8 Special (gains) and charges Restructuring activities 26.9 19.3 31.4 70.2 Acquisition and integration activities 2.7 2.0 5.5 4.9 Disposal and impairment activities - - 45.9 - Other 5.4 3.6 37.5 13.7 Special (gains) and charges subtotal 35.0 24.9 120.3 88.8 Operating income subtotal 44.5 36.3 165.9 111.6 Interest expense, net 83.1 - 83.8 0.2 Total special (gains) and charges $127.6 $36.3 $249.7 $111.8 |
Restructuring activity | Employee Termination Asset (millions) Costs Disposals Other Total 2018 - 2019 Activity Recorded expense $182.5 $0.2 $14.7 $197.4 Net cash payments (87.5) 1.2 (11.2) (97.5) Non-cash charges - (1.4) (2.0) (3.4) Effect of foreign currency translation (1.0) - - (1.0) Restructuring liability, December 31, 2019 94.0 - 1.5 95.5 2020 Activity Recorded expense 34.1 - 2.9 37.0 Net cash payments (41.9) - (3.4) (45.3) Non-cash charges - - - - Effect of foreign currency translation 0.2 - - 0.2 Restructuring liability, September 30, 2020 $86.4 $- $1.0 $87.4 |
ACQUISITIONS AND DISPOSITIONS (
ACQUISITIONS AND DISPOSITIONS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
ACQUISITIONS AND DISPOSITIONS | |
Schedule of assets acquired and liabilities assumed | (millions) 2020 Tangible assets $54.2 Identifiable intangible assets Customer relationships 147.5 Trademarks 58.6 Acquired technologies and product registrations 47.7 Total assets acquired 308.0 Goodwill 270.7 Total liabilities 93.2 Net consideration transferred to sellers $485.5 |
Schedule of final consideration transferred to acquire all of the acquired entity's stock | Third Quarter Ended Nine Months Ended September 30 September 30 (millions) 2020 2019 2020 2019 Net tangible assets (liabilities) acquired and equity method investments $- $8.0 $- $(1.4) Identifiable intangible assets Customer relationships - 37.0 - 108.9 Trademarks - 3.0 - 23.4 Other technology - 3.0 - 48.9 Total intangible assets - 43.0 - 181.2 Goodwill - 49.0 - 229.5 Total aggregate purchase price - 100.0 - 409.3 Acquisition-related liabilities and contingent considerations - (2.2) - (22.7) Net cash paid for acquisitions, including acquisition-related liabilities and contingent considerations $- $97.8 $- $386.6 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
DISCONTINUED OPERATIONS | |
Schedule Of Assets And Liabilities Transferred As A Part Of Separation | (millions) Assets: Cash and cash equivalent $60.6 Current assets 810.5 Non-current assets 3,222.3 4,093.4 Liabilities: Current liabilities 313.0 Non-current liabilities 293.7 606.7 Net assets distributed to ChampionX $(3,486.7) Fair value of shares exchanged 1,051.4 Cash received from ChampionX 527.4 Consideration received less net assets (1,907.9) ChampionX cumulative translation adjustment ("CTA") write-off (229.9) Loss on separation $(2,137.8) |
Summary of discontinued operations | Third Quarter Ended Nine Months Ended September 30 September 30 (millions) 2020 2019 2020 2019 Product and equipment sales $- $533.4 $858.9 $1,592.0 Service and lease sales - 60.5 99.6 172.9 Net sales - 593.9 958.5 1,764.9 Product and equipment cost of sales - 376.5 621.7 1,129.6 Service and lease cost of sales - 50.0 80.4 138.9 Cost of sales (including special charges) - 426.5 702.1 1,268.5 Selling, general and administrative expenses - 93.3 180.5 308.2 Special (gains) and charges - 35.5 2,221.7 61.8 Operating (loss) income - 38.6 (2,145.8) 126.4 Other (income) expense - - 0.3 - Interest expense (income), net - - 0.2 0.4 (Loss) income before income taxes - 38.6 (2,146.3) 126.0 Provision for income taxes - 9.6 24.0 27.3 Net (loss) income including noncontrolling interest - 29.0 (2,170.3) 98.7 Net (loss) income attributable to noncontrolling interest - 0.7 2.2 0.3 Net (loss) income from discontinued operations, net of tax $- $28.3 $(2,172.5) $98.4 December 31 (millions) 2019 ASSETS Current assets Cash and cash equivalents $67.6 Accounts receivable, net 414.5 Inventories 424.0 Other current assets 44.7 Total current assets 950.8 Property, plant and equipment, net 726.6 Goodwill 1,682.6 Other intangible assets, net 745.0 Operating lease assets 110.8 Other assets 67.8 Total assets $4,283.6 LIABILITIES AND EQUITY Current liabilities Short-term debt $0.1 Accounts payable 209.0 Compensation and benefits 33.8 Income taxes 5.9 Other current liabilities 112.7 Total current liabilities 361.5 Long-term debt 0.4 Postretirement health care and pension benefits 3.6 Deferred income taxes 203.1 Operating lease liabilities 79.2 Other liabilities 15.8 Total liabilities $663.6 |
BALANCE SHEET INFORMATION (Tabl
BALANCE SHEET INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
BALANCE SHEET INFORMATION | |
Balance Sheet Information | September 30 December 31 (millions) 2020 2019 Accounts receivable, net Accounts receivable $2,408.9 $2,437.5 Allowance for doubtful accounts (88.2) (55.5) Total $2,320.7 $2,382.0 Inventories Finished goods $781.6 $668.5 Raw materials and parts 531.3 437.9 Inventories at FIFO cost 1,312.9 1,106.4 FIFO cost to LIFO cost difference (25.1) (24.8) Total $1,287.8 $1,081.6 Other current assets Prepaid assets $116.5 $101.8 Taxes receivable 184.9 107.0 Derivative assets 9.4 53.3 Other 38.0 33.1 Total $348.8 $295.2 Property, plant and equipment, net Land $159.1 $158.9 Buildings and leasehold improvements 1,036.1 965.5 Machinery and equipment 1,865.9 1,701.7 Merchandising and customer equipment 2,744.4 2,742.9 Capitalized software 815.4 750.4 Construction in progress 250.7 348.1 6,871.6 6,667.5 Accumulated depreciation (3,725.4) (3,439.2) Total $3,146.2 $3,228.3 Other intangible assets, net Intangible assets not subject to amortization Trade names $1,230.0 $1,230.0 Intangible assets subject to amortization Customer relationships 2,516.4 2,378.9 Trademarks 347.8 285.2 Patents 490.0 459.0 Other technology 240.3 214.5 3,594.5 3,337.6 Accumulated amortization Customer relationships (1,272.0) (1,147.6) Trademarks (149.8) (135.1) Patents (236.6) (221.7) Other technology (142.7) (135.7) (1,801.1) (1,640.1) Net intangible assets subject to amortization 1,793.4 1,697.5 Total $3,023.4 $2,927.5 Other assets Deferred income taxes $155.6 $136.2 Pension 40.2 31.1 Derivative asset - 25.4 Other 347.8 323.6 Total $543.6 $516.3 September 30 December 31 (millions) 2020 2019 Other current liabilities Discounts and rebates $321.5 $331.4 Dividends payable 134.2 135.6 Interest payable 50.9 40.9 Taxes payable, other than income 162.7 102.9 Derivative liabilities 54.3 5.2 Restructuring 89.3 98.5 Contract liability 84.6 76.7 Operating lease liabilities 124.4 122.1 Other 219.5 197.4 Total $1,241.4 $1,110.7 Accumulated other comprehensive loss Unrealized gain (loss) on derivative financial instruments, net of tax $(18.2) $(4.1) Unrecognized pension and postretirement benefit expense, net of tax (811.8) (823.8) Cumulative translation, net of tax (1,115.9) (1,261.8) Total $(1,945.9) $(2,089.7) |
DEBT AND INTEREST (Tables)
DEBT AND INTEREST (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
DEBT AND INTEREST | |
Schedule of short-term debt obligations | September 30 December 31 (millions) 2020 2019 Short-term debt Commercial paper $225.0 $55.1 Notes payable 20.7 24.5 Long-term debt, current maturities 1.6 300.9 Total $247.3 $380.5 |
Schedule of long-term debt obligations including current maturities | Maturity September 30 December 31 (millions) by Year 2020 2019 Long-term debt Public notes (2020 principal amount) Five year 2015 senior notes ($300 million) 2020 $- $300.0 Ten year 2011 senior notes ($1.02 billion) 2021 - 1,018.3 Five year 2017 senior notes ($500 million) 2022 498.4 497.8 Seven year 2016 senior notes ($400 million) 2023 398.9 398.5 Seven year 2016 senior notes (€575 million) 2024 681.9 628.4 Ten year 2015 senior notes (€575 million) 2025 683.0 630.0 Ten year 2016 senior notes ($750 million) 2026 745.1 744.5 Ten year 2017 senior notes ($500 million) 2027 495.9 495.4 Ten year 2020 senior notes ($750 million) 2030 765.7 - Ten year 2020 senior notes ( $600 million) 2031 594.2 - Thirty year 2011 senior notes ($458 million) 2041 452.1 451.9 Thirty year 2016 senior notes ($250 million) 2046 246.3 246.2 Thirty year 2017 senior notes ($700 million) 2047 611.5 610.4 Thirty year 2020 senior notes ( $500 million) 2050 489.9 - Private notes (2020 principal amount) Series B private placement senior notes ($250 million) 2023 - 249.6 Finance lease obligations and other 6.4 3.0 Total debt 6,669.3 6,274.0 Long-term debt, current maturities (1.6) (300.9) Total long-term debt $6,667.7 $5,973.1 |
Schedule of interest expense and interest income | Third Quarter Ended Nine Months Ended September 30 September 30 (millions) 2020 2019 2020 2019 Interest expense $139.0 $52.9 $253.4 $163.4 Interest income (4.2) (6.8) (11.6) (18.8) Interest expense, net $134.8 $46.1 $241.8 $144.6 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
Changes in the carrying amount of goodwill | Global Global Global Institutional Healthcare & Global (millions) Industrial & Specialty Life Sciences Energy Other Total December 31, 2019 $2,799.2 $1,147.7 $- $1,417.9 $204.3 $5,569.1 Segment changes (a) 1,124.6 (599.4) 859.3 (1,417.9) 33.4 - December 31, 2019 revised 3,923.8 548.3 859.3 - 237.7 5,569.1 Current year business combinations (b) 270.7 - - - - 270.7 Prior year business combinations (c) - - 0.3 - - 0.3 Dispositions (47.6) - - - - (47.6) Effect of foreign currency translation 90.8 16.6 51.4 - 6.7 165.5 September 30, 2020 $4,237.7 $564.9 $911.0 $- $244.4 $5,958.0 (a) Relates to reclassifications made to reportable segments in the current year. The ChampionX business was previously recorded in the Global Energy reportable segment and has been reported in discontinued operations. Goodwill was assigned to ChampionX and the Downstream operating segment, which is also a reporting unit, based on a relative fair value allocation. The Downstream operating segment, which was previously included in the Global Energy reportable segment is now reported in the Global Industrial reportable segment. In addition, the Company established the Global Healthcare & Life Sciences reportable segment which is comprised of the Healthcare and Life Sciences operating segments, which were previously included in the Global Institutional the and Global Industrial reportable segments, respectively. The Healthcare and Life Sciences operating segments were identified as reporting units both before and after the changes made to the Company’s reportable segments; accordingly, goodwill allocations were not required upon the establishment of the Global Healthcare & Life Sciences reportable segment. The Company also renamed the Global Institutional reportable segment to the Global Institutional & Specialty reportable segment. Refer to Note 16 for further information. (b) Represents goodwill associated with the acquisition of CID Lines. (c) Represents purchase price allocation adjustments for acquisitions deemed preliminary as of the end of December 31, 2019. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
FAIR VALUE MEASUREMENTS | |
Schedule of the carrying amount and estimated fair value of assets and liabilities measured on recurring basis | September 30, 2020 (millions) Carrying Fair Value Measurements Amount Level 1 Level 2 Level 3 Assets Foreign currency forward contracts $44.7 $- $44.7 $- Liabilities Foreign currency forward contracts 129.8 - 129.8 - December 31, 2019 (millions) Carrying Fair Value Measurements Amount Level 1 Level 2 Level 3 Assets Foreign currency forward contracts $83.9 $- $83.9 $- Liabilities Foreign currency forward contracts 10.0 - 10.0 - |
Schedule of carrying amount and estimated fair value of long-term debt | September 30, 2020 December 31, 2019 Carrying Fair Carrying Fair Amount Value Amount Value Long-term debt, including current maturities $6,669.3 $7,659.9 $6,274.0 $6,861.6 |
DERIVATIVES AND HEDGING TRANS_2
DERIVATIVES AND HEDGING TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
DERIVATIVES AND HEDGING TRANSACTIONS | |
Gross fair value of the company's outstanding derivative assets and liabilities | (millions) Derivative Assets Derivative Liabilities September 30 December 31 September 30 December 31 (millions) 2020 2019 2020 2019 Derivatives designated as hedging instruments Foreign currency forward contracts $28.7 $67.4 $83.6 $2.1 Derivatives not designated as hedging instruments Foreign currency forward contracts (a) 16.0 16.5 46.2 7.9 Gross value of derivatives 44.7 83.9 129.8 10.0 Gross amounts offset in the Consolidated Balance Sheet (35.3) (4.2) (35.3) (4.2) Net value of derivatives $9.4 $79.7 $94.5 $5.8 (a) Foreign currency forward contract derivatives not designated as hedging instruments includes discontinued operations of $1.0 million of derivative assets and $0.6 million of derivative liabilities as of December 31, 2019. |
Summary of notional values of outstanding derivatives | Notional Values September 30 December 31 (millions) 2020 2019 Foreign currency forward contracts (a) $ 4,269 $ 4,004 (a) Foreign currency forward contract notional values include discontinued operations of approximately $9 million as of December 31, 2019. |
Revaluation gains and losses on euronotes and forward contracts | Third Quarter Ended Nine Months Ended September 30 September 30 (millions) 2020 2019 2020 2019 Revaluation (losses) gains, net of tax $(83.4) $20.9 $(87.4) $37.0 |
Impact on AOCI and earnings from derivative contracts qualified as cash flow hedges | Third Quarter Ended September 30 2020 2019 (millions) COS SG&A Interest COS SG&A Interest Gain (loss) on derivatives in cash flow hedging relationship: Foreign currency forward contracts Amount of gain (loss) reclassified from AOCI to income $3.1 $(101.5) $- $3.9 $2.8 $- Amount excluded from the assessment of effectiveness recognized in earnings based on changes in fair value - - (4.9) - - (5.9) Interest rate swap agreements Amount of gain (loss) reclassified from AOCI to income - - (0.2) - - (0.2) Gain (loss) on derivatives not designated as hedging instruments: Foreign currency forward contracts Amount of gain (loss) recognized in income (a) - (30.2) 11.3 - 11.2 - Total gain (loss) of all derivative instruments $3.1 $(131.7) $6.2 $3.9 $14.0 $(6.1) Nine Months Ended September 30 2020 2019 (millions) COS SG&A Interest COS SG&A Interest Gain (loss) on derivatives in cash flow hedging relationship: Foreign currency forward contracts Amount of gain (loss) reclassified from AOCI to income $9.1 $(108.8) $- $13.0 $22.3 $- Amount excluded from the assessment of effectiveness recognized in earnings based on changes in fair value - - 8.6 - - 8.4 Interest rate swap agreements Amount of gain (loss) reclassified from AOCI to income - - (0.7) - - (0.7) Gain (loss) on derivatives in fair value hedging relationship: Interest rate swaps Hedged items - - - - - 0.2 Derivatives designated as hedging instruments - - - - - (0.2) Gain (loss) on derivatives not designated as hedging instruments: Foreign currency forward contracts Amount of gain (loss) recognized in income (a) - (12.3) 11.3 - 25.2 - Total gain (loss) of all derivative instruments $9.1 $(121.1) $19.2 $13.0 $47.5 $7.7 (a) Gain (loss) on derivatives not designated as hedging instruments recognized in income recorded in SG&A includes discontinued operations of $(0.2) million in the third quarter of 2019, and $(2.5) million and $(1.7) million for the first nine months of 2020 and 2019, respectively. |
OTHER COMPREHENSIVE INCOME (L_2
OTHER COMPREHENSIVE INCOME (LOSS) INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
OTHER COMPREHENSIVE INCOME (LOSS) INFORMATION | |
Schedule of other comprehensive income information related to the Company's derivatives and hedging instruments and pension and postretirement benefits | Third Quarter Ended Nine Months Ended September 30 September 30 (millions) 2020 2019 2020 2019 Derivative and Hedging Instruments Unrealized gains (losses) on derivative & hedging instruments Amount recognized in AOCI $(126.2) $0.1 $(108.3) $40.2 (Gains) losses reclassified from AOCI into income COS (3.1) (3.9) (9.1) (13.0) SG&A 101.5 (2.8) 108.8 (22.3) Interest (income) expense, net 5.1 6.1 (7.9) (7.7) 103.5 (0.6) 91.8 (43.0) Other activity (0.2) (0.3) (0.2) (0.4) Tax impact 3.8 (0.1) 2.6 0.3 Net of tax $(19.1) $(0.9) $(14.1) $(2.9) Pension and Postretirement Benefits Amount reclassified from AOCI into income Amortization of net actuarial loss and prior service costs and benefits 15.0 - 44.3 0.2 15.0 - 44.3 0.2 Other activity (29.8) 6.0 (21.5) 9.3 Tax impact (3.7) (0.2) (10.8) (0.3) Net of tax $(18.5) $5.8 $12.0 $9.2 |
Summary of the net of tax derivative and pension and postretirement benefit amounts reclassified from AOCI into income | Third Quarter Ended Nine Months Ended September 30 September 30 2020 2019 2020 2019 (millions) Derivative (gains) losses reclassified from AOCI into income, net of tax $78.2 $(0.5) $69.4 $(32.5) Pension and postretirement benefits net actuarial losses and prior services costs reclassified from AOCI into income, net of tax (18.5) 5.8 12.0 9.2 |
EARNINGS ATTRIBUTABLE TO ECOL_2
EARNINGS ATTRIBUTABLE TO ECOLAB PER COMMON SHARE ("EPS") (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
EARNINGS ATTRIBUTABLE TO ECOLAB PER COMMON SHARE ("EPS") | |
Computations of the basic and diluted EPS | Third Quarter Ended Nine Months Ended September 30 September 30 (millions, except per share) 2020 2019 2020 2019 Net income from continuing operations attributable to Ecolab $246.2 $435.9 $667.1 $1,030.9 Net (loss) income from discontinued operations - 28.3 (2,172.5) 98.4 Net (loss) income attributable to Ecolab $246.2 $464.2 $(1,505.4) $1,129.3 Weighted-average common shares outstanding Basic 285.4 288.1 287.5 288.0 Effect of dilutive stock options and units 3.0 4.7 3.3 4.5 Diluted 288.4 292.8 290.8 292.5 Earnings (loss) attributable to Ecolab per common share Basic EPS Continuing operations $ 0.86 $ 1.51 $ 2.32 $ 3.58 Discontinued operations $ - $ 0.10 $ (7.56) $ 0.34 Earnings (loss) attributable to Ecolab $ 0.86 $ 1.61 $ (5.24) $ 3.92 Diluted EPS Continuing operations $ 0.85 $ 1.49 $ 2.29 $ 3.52 Discontinued operations $ - $ 0.10 $ (7.47) $ 0.34 Earnings (loss) attributable to Ecolab $ 0.85 $ 1.59 $ (5.18) $ 3.86 Anti-dilutive securities excluded from the computation of diluted EPS 1.0 - 1.0 - Amounts do not necessarily sum due to rounding. |
PENSION AND POSTRETIREMENT PL_2
PENSION AND POSTRETIREMENT PLANS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
PENSION AND POSTRETIREMENT PLANS | |
Net periodic pension and postretirement health care benefit costs | The components of net periodic pension and postretirement health care benefit costs for the third quarter ended September 30 are as follows: U.S. International U.S. Postretirement Pension Pension Health Care (millions) 2020 2019 2020 2019 2020 2019 Service cost (a) $16.5 $18.2 $7.9 $7.5 $0.3 $0.3 Interest cost on benefit obligation 17.7 22.3 5.5 7.8 0.8 1.4 Expected return on plan assets (38.2) (37.4) (15.7) (14.8) (0.1) (0.1) Recognition of net actuarial loss (gain) 13.0 5.9 6.6 4.1 (0.1) (1.0) Amortization of prior service benefit (1.6) (2.9) (0.1) (0.3) (2.9) (5.8) Total expense (benefit) $7.4 $6.1 $4.2 $4.3 $(2.0) $(5.2) The components of net periodic pension and postretirement health care benefit costs for the nine months ended September 30 are as follows: U.S. International U.S. Postretirement Pension Pension Health Care (millions) 2020 2019 2020 2019 2020 2019 Service cost (a) $51.9 $54.6 $23.2 $22.7 $0.9 $1.0 Interest cost on benefit obligation 52.7 66.8 16.1 23.5 2.9 4.2 Expected return on plan assets (114.6) (112.2) (46.7) (45.1) (0.3) (0.3) Recognition of net actuarial (gain) loss 39.0 17.7 19.2 12.3 - (3.0) Amortization of prior service benefit (5.4) (8.6) (0.1) (0.8) (8.4) (17.4) Total expense (benefit) $23.6 $18.3 $11.7 $12.6 $(4.9) $(15.5) (a) Service cost includes discontinued operations of $1.6 in the third quarter of 2019 and $2.5 and $4.7 for the first nine months of 2020 and 2019, respectively. There was no service cost included in discontinued operations in the third quarter of 2020. |
REVENUES (Tables)
REVENUES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
REVENUES | |
Schedule of operating lease revenue | Third Quarter Ended Nine Months Ended September 30 September 30 (millions) 2020 2019 2020 2019 Operating lease revenue* $84.9 $103.0 $258.2 $306.8 |
Schedule of principal activities, separated by reportable segments and geographic region | Net sales at public exchange rates by reportable segment are as follows: Third Quarter Ended Nine Months Ended September 30 September 30 (millions) 2020 2019 2020 2019 Global Industrial Product and sold equipment $1,265.2 $1,308.6 $3,728.5 $3,822.1 Service and lease equipment 205.0 204.0 600.9 592.7 Global Institutional & Specialty Product and sold equipment 756.5 966.9 2,241.5 2,759.8 Service and lease equipment 139.8 181.2 429.9 519.5 Global Healthcare & Life Sciences Product and sold equipment 291.5 220.3 785.5 660.8 Service and lease equipment 30.0 21.4 78.3 60.3 Other Product and sold equipment 66.6 96.0 203.1 268.9 Service and lease equipment 217.1 225.6 598.0 633.7 Corporate Product and sold equipment 46.6 - 58.9 - Service and lease equipment 0.3 - 0.3 - Total Total product and sold equipment $2,426.4 $2,591.8 $7,017.5 $7,511.6 Total service and lease equipment $592.2 $632.2 $1,707.4 $1,806.2 Net sales at public exchange rates by geographic region for the third quarter ended September 30 are as follows: Global Global Institutional Global Healthcare Industrial & Specialty & Life Sciences Other Corporate (millions) 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 North America $683.6 $722.1 $654.0 $840.1 $113.1 $103.8 $175.8 $197.0 $34.9 $- Europe 325.2 303.3 127.0 162.8 172.4 127.9 59.2 71.4 2.4 - Asia Pacific 180.4 191.5 47.0 59.2 27.8 5.0 15.0 18.9 1.4 - Latin America 117.2 134.3 32.2 42.0 2.7 1.0 13.5 13.2 6.6 - Greater China 86.0 81.5 26.7 30.4 0.8 0.5 16.7 16.8 0.4 - Middle East and Africa 77.8 79.9 9.4 13.6 4.7 3.5 3.5 4.3 1.2 - Total $1,470.2 $1,512.6 $896.3 $1,148.1 $321.5 $241.7 $283.7 $321.6 $46.9 $- Net sales at public exchange rates by geographic region for the nine months ended September 30 are as follows: Global Global Institutional Global Healthcare Industrial & Specialty & Life Sciences Other Corporate (millions) 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 North America $2,033.2 $2,105.9 $1,926.3 $2,392.4 $325.7 $307.0 $496.7 $551.8 $47.2 $- Europe 915.0 886.1 375.6 463.5 464.5 385.3 164.2 196.5 2.4 - Asia Pacific 548.8 564.6 153.0 174.4 51.7 13.2 48.2 54.9 1.4 - Latin America 362.2 390.2 102.3 121.8 5.5 3.2 36.3 37.7 6.6 - Greater China 240.0 238.2 82.8 89.5 2.5 1.5 45.0 48.9 1.2 - Middle East and Africa 230.2 229.8 31.4 37.7 13.9 10.9 10.7 12.8 0.4 - Total $4,329.4 $4,414.8 $2,671.4 $3,279.3 $863.8 $721.1 $801.1 $902.6 $59.2 $- Net sales by geographic region were determined based on origin of sale. Revenues in the United States made up 52% and 54% of total during the nine months ended September 30, 2020 and 2019, respectively. |
Schedule of contract liability | September 30 September 30 (millions) 2020 2019 Contract liability as of beginning of the year $76.7 $67.7 Revenue recognized in the year from: Amounts included in the contract liability at the beginning of the year (76.7) (67.7) Increases due to billings excluding amounts recognized as revenue during the year ended 84.0 75.1 Business combinations 0.6 0.2 Contract liability as of end of period $84.6 $75.3 |
OPERATING SEGMENTS AND GEOGRAPH
OPERATING SEGMENTS AND GEOGRAPHIC INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
OPERATING SEGMENTS | |
Schedule of financial information for each of the entity's reportable segments, including the impact of the preceding changes on previously reported full year 2019 net sales and oeprating income | December 31, 2019 Discontinued 2019 Reported Fixed 2019 Reported Operations and 2019 Revised Valued at 2019 Segment Currency Valued at 2020 Related Allocation Valued at 2020 (millions) Management Rates Change Rate Change Management Rates Charges Management Rates Net Sales Global Industrial $5,569.9 $479.2 $(52.7) $5,996.4 $(1.8) $5,994.6 Global Institutional & Specialty 5,235.5 (800.1) (23.3) 4,412.1 - 4,412.1 Global Healthcare & Life Sciences - 991.7 (12.7) 979.0 - 979.0 Upstream Energy - 2,350.0 2.9 2,352.9 (2,352.9) - Global Energy 3,334.0 (3,334.0) - - - - Other 907.5 313.2 (9.0) 1,211.7 - 1,211.7 Subtotal at fixed currency rates 15,046.9 - (94.8) 14,952.1 (2,354.7) 12,597.4 Effect of foreign currency translation (140.6) - 94.8 (45.8) 10.4 (35.4) Consolidated reported GAAP net sales $14,906.3 $- $- $14,906.3 $(2,344.3) $12,562.0 Operating Income Global Industrial $854.7 $133.4 $(7.5) $980.6 $(77.9) $902.7 Global Institutional & Specialty 1,042.2 (93.4) (1.5) 947.3 (7.5) 939.8 Global Healthcare & Life Sciences - 136.7 (1.6) 135.1 (10.6) 124.5 Upstream Energy - 188.2 (0.3) 187.9 (187.9) - Global Energy 379.1 (379.1) - - - - Other 167.3 14.2 (0.9) 180.6 (13.6) 167.0 Corporate (409.1) - 1.2 (407.9) 128.2 (279.7) Subtotal at fixed currency rates 2,034.2 - (10.6) 2,023.6 (169.3) 1,854.3 Effect of foreign currency translation (20.4) - 10.6 (9.8) 0.7 (9.1) Consolidated reported GAAP operating income $2,013.8 $- $- $2,013.8 $(168.6) $1,845.2 |
Schedule of financial information for each of the entity's reportable segments | Third Quarter Ended Nine Months Ended September 30 September 30 (millions) 2020 2019 2020 2019 Net Sales Global Industrial $1,491.1 $1,517.1 $4,410.3 $4,414.8 Global Institutional & Specialty 901.3 1,150.6 2,695.8 3,283.3 Global Healthcare & Life Sciences 320.9 243.9 875.0 723.7 Other 285.7 323.1 810.4 904.0 Corporate 48.2 - 60.5 - Subtotal at fixed currency rates 3,047.2 3,234.7 8,852.0 9,325.8 Effect of foreign currency translation (28.6) (10.7) (127.1) (8.0) Consolidated reported GAAP net sales $3,018.6 $3,224.0 $8,724.9 $9,317.8 Operating Income Global Industrial $297.8 $249.8 $787.4 $632.1 Global Institutional & Specialty 82.6 280.9 228.0 690.1 Global Healthcare & Life Sciences 66.0 36.3 154.5 92.3 Other 45.2 51.4 88.1 119.0 Corporate (74.4) (66.5) (255.7) (202.6) Subtotal at fixed currency rates 417.2 551.9 1,002.3 1,330.9 Effect of foreign currency translation (5.8) (2.9) (22.7) (3.9) Consolidated reported GAAP operating income $411.4 $549.0 $979.6 $1,327.0 |
NEW ACCOUNTING PRONOUNCEMENTS (
NEW ACCOUNTING PRONOUNCEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
NEW ACCOUNTING PRONOUNCEMENTS | |
Schedule of new accounting pronouncements | Standards that are not yet adopted: Required Date of Date of Effect on the Standard Issuance Description Adoption Financial Statements ASU 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes December 2019 Simplifies the accounting for income taxes by removing certain exceptions to the general principles related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and recognition of deferred tax liabilities for outside basis differences. The new standard also simplifies the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the basis of goodwill. January 1, 2021 The Company is currently evaluating the impact of adoption. ASU 2020-04 - Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting March 2020 LIBOR, a widely used reference rate for pricing financial products is scheduled to be discontinued on December 31, 2021. This standard provides optional expedients and exceptions if certain criteria are met when accounting for contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. Application of guidance is optional until December 31, 2022 and varies based on expedient elected. The Company has not elected any expedients to date and is currently evaluating any potential future impacts on the Company's financial statements. Standards that were adopted: Date of Date of Effect on the Standard Issuance Description Adoption Financial Statements ASU 2018-15 - Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force) August 2018 Aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The amendments require an entity (customer) in a hosting arrangement that is a service contract to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. January 1, 2020 The Company adopted the prospective transition method. Adoption of this guidance did not have a material impact on the Company's financial statements. ASU 2018-14 - Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans August 2018 Modifies disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. This includes, but is not limited to, the removal of the requirement to disclose the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year, and the addition of a requirement to disclose the weighted-average interest crediting rates for cash balance plans and other plans with promised interest crediting rates. January 1, 2020 Adoption of the standard did not impact the Company's consolidated balance sheet or income statement. Annual disclosure requirements will be updated to align with the new standard, and changes in disclosure will not be material. ASU 2017-04 - Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment January 2017 Simplifies subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. January 1, 2020 The new standard changes the manner of how goodwill impairment losses are measured when the carrying amount of a reporting unit exceeds its fair value. Adoption of this standard will impact the financial statements to the extent the carrying amount of any of the Company's reporting units exceeds their fair values during future goodwill assessments. Credit Losses ASUs: Various Addresses the recognition, measurement, presentation and disclosure of credit losses on trade and reinsurance receivables, loans, debt securities, net investments in leases, off-balance-sheet credit exposures and certain other instruments. Amends January 1, 2020 The Company adopted the standard for expected credit losses using the modified retrospective approach. The effects of adoption were reflected as a $4.3 million reduction to Financial Instruments - Credit Losses guidance on reporting credit losses from an incurred model to an expected model for assets held at amortized cost, such as accounts receivable, loans and held-to-maturity debt securities. Additional disclosures will also be required. retained earnings as of January 1, 2020 and did not materially impact the Company's consolidated balance sheet, income statement or cash flows. Additional information regarding the impact of this guidance on the Company's financial statements at the bottom of this table in note (a). |
Summarized activity in the allowance for doubtful accounts | The following table summarizes the activity in the allowance for doubtful accounts: Nine Months Ended September 30 (millions) 2020 2019 Beginning balance $55.5 $52.4 Adoption of new standard 4.3 - Bad debt expense (b) 54.6 16.9 Write-offs (25.0) (14.2) Other (c) (1.2) (1.5) Ending balance $88.2 $53.6 (b) Bad debt expense in 2020 reflects the impact of deteriorations and increased uncertainty in the macroeconomic outlook, primarily the Institutional customer base, as a result of the COVID-19 pandemic. (c) Other amounts are primarily the effects of changes in currency translations and the impact of allowance for returns and credits. |
CONSOLIDATED FINANCIAL INFORM_2
CONSOLIDATED FINANCIAL INFORMATION (Details) $ in Millions | 9 Months Ended | ||
Sep. 30, 2020USD ($)segment | Sep. 30, 2020USD ($)item | Dec. 31, 2019USD ($) | |
CONSOLIDATED FINANCIAL INFORMATION | |||
Carrying value | $ 6,014.7 | $ 6,014.7 | $ 8,685.3 |
Number of Reportable Segments | 3 | 3 |
SPECIAL (GAINS) AND CHARGES - C
SPECIAL (GAINS) AND CHARGES - Charges Reported on Statement of Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Special (gains) and charges | ||||
Disposal And Impairment Activities | $ 45.9 | |||
Other (income) expense | $ 35 | $ 24.9 | 120.3 | $ 88.8 |
Total special (gains) and charges | 127.6 | 36.3 | 249.7 | 111.8 |
Cost of sales | ||||
Special (gains) and charges | ||||
Restructuring activities | 1 | 6.3 | 6.6 | 16.2 |
Acquisition and integration activities | 1.5 | 5.1 | 4.1 | 6.6 |
Other special gains and charges | 7 | 34.9 | ||
Other (income) expense | 9.5 | 11.4 | 45.6 | 22.8 |
Special (gains) and charges | ||||
Special (gains) and charges | ||||
Restructuring activities | 26.9 | 19.3 | 31.4 | 70.2 |
Acquisition and integration activities | 2.7 | 2 | 5.5 | 4.9 |
Acquisition and integration costs, after tax | 2.3 | 1.5 | 4.3 | 3.6 |
Disposal And Impairment Activities | 45.9 | |||
Other special gains and charges | 5.4 | 3.6 | 37.5 | 13.7 |
Other (income) expense | 35 | 24.9 | 120.3 | 88.8 |
Operating income subtotal | ||||
Special (gains) and charges | ||||
Other (income) expense | 44.5 | 36.3 | 165.9 | 111.6 |
Interest expense | ||||
Special (gains) and charges | ||||
Acquisition and integration activities | 0.7 | 0.2 | ||
Acquisition and integration costs, after tax | $ 0.6 | 0.1 | ||
Other (income) expense | $ 83.1 | $ 83.8 | $ 0.2 |
SPECIAL (GAINS) AND CHARGES - R
SPECIAL (GAINS) AND CHARGES - Restructuring and Non-Restructuring Activity (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Restructuring | |||||
Recorded expense | $ 37 | $ 197.4 | |||
Net cash payments | (45.3) | (97.5) | |||
Non-cash charges | (3.4) | ||||
Effect of foreign currency translation | 0.2 | (1) | |||
Restructuring liability | $ 87.4 | 87.4 | 95.5 | ||
Other restructuring information | |||||
Special (gains) and charges | 35 | $ 24.9 | 120.3 | $ 88.8 | |
Disposal And Impairment Activities | 45.9 | ||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | 17.3 | ||||
Non-restructuring Special (Gains) and Charges | |||||
Property, Plant and Equipment, Net | 3,146.2 | 3,146.2 | 3,228.3 | ||
Gain (loss) on sale of business, before tax | 17.3 | ||||
Gain (loss) on sale of business, net of tax | 16.3 | ||||
Debt extinguishment charges | (77.1) | ||||
C O V I D 19 | |||||
Non-restructuring Special (Gains) and Charges | |||||
Expenses Incurred To Pay Employees Impacted By Pandemic | 4.1 | 30.6 | |||
Net charges (gains) related to the pandemic | (0.9) | 12.3 | |||
Gain from government subsidy | (5.3) | (14.7) | |||
Special (gains) and charges | |||||
Other restructuring information | |||||
Restructuring charges incurred, pre-tax | 26.9 | 19.3 | 31.4 | 70.2 | |
Special (gains) and charges | 35 | 24.9 | 120.3 | 88.8 | |
Business combination advisory and legal fees, pre tax | 2.7 | 2 | 5.5 | 4.9 | |
Business combination advisory and legal fees, after tax | 2.3 | 1.5 | 4.3 | 3.6 | |
Disposal And Impairment Activities | 45.9 | ||||
Disposal And Impairment charges, after tax | 45 | ||||
Equity Method Investment, Other than Temporary Impairment | 28.6 | ||||
Other special gains and charges | 5.4 | 3.6 | 37.5 | 13.7 | |
Cost of sales | |||||
Other restructuring information | |||||
Restructuring charges incurred, pre-tax | 1 | 6.3 | 6.6 | 16.2 | |
Special (gains) and charges | 9.5 | 11.4 | 45.6 | 22.8 | |
Business combination advisory and legal fees, pre tax | 1.5 | 5.1 | 4.1 | 6.6 | |
Other special gains and charges | 7 | 34.9 | |||
Interest expense | |||||
Other restructuring information | |||||
Special (gains) and charges | 83.1 | 83.8 | 0.2 | ||
Business combination advisory and legal fees, pre tax | 0.7 | 0.2 | |||
Business combination advisory and legal fees, after tax | 0.6 | 0.1 | |||
Non-restructuring Special (Gains) and Charges | |||||
Debt refinancing charges, pre-tax | 83.1 | ||||
Debt refinancing charges, net of tax | 64 | ||||
Specific Legal Reserve And Related Legal Charges [Member] | |||||
Other restructuring information | |||||
Other special gains and charges | 8.4 | (3.6) | 30.3 | 13.7 | |
Other special gains and charges, after-tax | 7.2 | 2.7 | 23.7 | 10.3 | |
Employee termination costs | |||||
Restructuring | |||||
Recorded expense | 34.1 | 182.5 | |||
Net cash payments | (41.9) | (87.5) | |||
Effect of foreign currency translation | 0.2 | (1) | |||
Restructuring liability | 86.4 | 86.4 | 94 | ||
Asset disposals | |||||
Restructuring | |||||
Recorded expense | 0.2 | ||||
Net cash payments | 1.2 | ||||
Non-cash charges | (1.4) | ||||
Other | |||||
Restructuring | |||||
Recorded expense | 2.9 | 14.7 | |||
Net cash payments | (3.4) | (11.2) | |||
Non-cash charges | (2) | ||||
Restructuring liability | 1 | 1 | 1.5 | ||
Product and sold equipment | Cost of sales | |||||
Other restructuring information | |||||
Special (gains) and charges | 9.5 | 11.4 | 45.6 | 22.8 | |
Business combination advisory and legal fees, pre tax | 1.5 | 5.1 | 4.1 | 6.6 | |
Business combination advisory and legal fees, after tax | 1.3 | $ 3.8 | 3.2 | $ 4.9 | |
Other special gains and charges | 5.2 | 26.2 | |||
Other special gains and charges, after-tax | 3.5 | 17.8 | |||
2018 Restructuring Plan | |||||
Other restructuring information | |||||
Restructuring charge expected to be incurred, pre-tax | 275 | 275 | |||
Restructuring charge expected to be incurred, after tax | 210 | 210 | |||
2018 Restructuring Plan | Special (gains) and charges | |||||
Restructuring | |||||
Restructuring liability | 87.4 | 87.4 | |||
Other restructuring information | |||||
Restructuring charges incurred to date, pre-tax | 243.5 | 243.5 | |||
Restructuring charges incurred to date, after-tax | 187.5 | 187.5 | |||
Restructuring charges incurred, pre-tax | 27.9 | 37 | |||
Restructuring charges incurred, after tax | 21.2 | 28.9 | |||
Cash payments | 45.3 | ||||
Immaterial Restructuring Plan | |||||
Other restructuring information | |||||
Restructuring charges incurred, pre-tax | 1 | ||||
Restructuring charges incurred, after tax | 0.6 | ||||
Prior Year Plans | |||||
Restructuring | |||||
Restructuring liability | $ 6.1 | 6.1 | $ 7.7 | ||
Other restructuring information | |||||
Cash payments | $ 2.5 |
ACQUISITIONS AND DISPOSITIONS -
ACQUISITIONS AND DISPOSITIONS - Acquisition Summary (Details) € in Millions, $ in Millions | May 11, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018EUR (€) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 5,958 | $ 5,569.1 | |||||
Accounts receivable | $ 30.3 | ||||||
Property, plant and equipment | 7.4 | ||||||
Inventory | 16.3 | ||||||
Deferred tax liabilities | 63.8 | ||||||
Current liabilities | $ 29.4 | ||||||
Weighted average useful lives of identifiable intangible assets acquired | 12 years | ||||||
Net tangible assets (liabilities) acquired and equity method investments | $ 8 | $ (1.4) | |||||
Business Acquisition, Purchase Price Allocation, Amortizable Customer Relationships | 37 | 108.9 | |||||
Business Acquisition, Purchase Price Allocation, Amortizable Trademarks | 3 | 23.4 | |||||
Business Acquisition, Purchase Price Allocation, Amortizable Other Intangibles | 3 | 48.9 | |||||
Business Acquisition, Purchase Price Allocation, Amortizable Intangible Assets Excluding Goodwill | 43 | 181.2 | |||||
Business Acquisition, Purchase Price Allocation, Goodwill | 49 | 229.5 | |||||
Business Acquisition, Aggregate Purchase Price Allocation | 100 | 409.3 | |||||
Business Combination Acquisition Related Liabilities and Contingent Consideration | 2.2 | 22.7 | |||||
Net cash paid for acquisitions, including acquisition-related liabilities and contingent consideration | $ 97.8 | 386.6 | |||||
Prior year business combinations, goodwill adjustments | 0.3 | ||||||
Prior year business combinations, net intangible assets adjustments | 1.3 | ||||||
Payments for Acquisition Related Liabilities and Contingent Consideration Financing Activities | $ 3.5 | $ 1.5 | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 12 years | ||||||
Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Weighted average useful lives of identifiable intangible assets acquired | 14 years | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 14 years | ||||||
Other technology | |||||||
Business Acquisition [Line Items] | |||||||
Weighted average useful lives of identifiable intangible assets acquired | 16 years | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 16 years | ||||||
Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Weighted average useful lives of identifiable intangible assets acquired | 14 years | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 14 years | ||||||
Bioquell | |||||||
Business Acquisition [Line Items] | |||||||
Portion of purchase price transferred to an escrow fund | $ 179.3 | € 140.5 | |||||
Lobster Ink | |||||||
Business Acquisition [Line Items] | |||||||
Earn-out term | 3 years | ||||||
CID Lines | |||||||
Business Acquisition [Line Items] | |||||||
Total consideration | $ 506.9 | ||||||
Annualized pre-acquisition sales | $ 110 | ||||||
Tangible assets | 54.2 | ||||||
Total assets acquired | 308 | ||||||
Goodwill | 270.7 | ||||||
Total liabilities | 93.2 | ||||||
Net consideration transferred to sellers | 485.5 | ||||||
CID Lines | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets | 147.5 | ||||||
CID Lines | Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets | 58.6 | ||||||
CID Lines | Acquired Technologies And Product Registrations | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets | $ 47.7 |
ACQUISITIONS AND DISPOSITIONS_2
ACQUISITIONS AND DISPOSITIONS - Disposition (Details) - Holchem Group Limited [Member] $ in Millions | 3 Months Ended |
Jun. 30, 2020USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Total Consideration | $ 106.6 |
Proceeds from Divestiture of Businesses | 55.4 |
Disposal Group Including Discontinued Operation, Consideration, Notes Receivable | 51.2 |
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal After Tax | 16.3 |
Disposal Group, Including Discontinued Operation, Revenue | $ 55 |
DISCONTINUED OPERATIONS - Summa
DISCONTINUED OPERATIONS - Summary of Assets and Liabilities Transferred (Details) - Discontinued Operations, Disposed of By Sale - ChampionX $ in Millions | Jun. 03, 2020USD ($)shares |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Shares accepted | shares | 4,955,552 |
Number of shares exchanged | shares | 122,200,000 |
Discontinued Operation, Assets And Liabilities Transferred [Abstract] | |
Cash and cash equivalent | $ 60.6 |
Current assets | 810.5 |
Non-Current Assets | 3,222.3 |
Total assets | 4,093.4 |
Current liabilities | 313 |
Non-current liabilities | 293.7 |
Total liabilities | 606.7 |
Net assets distributed to ChampionX | (3,486.7) |
Fair value of shares exchanged | 1,051.4 |
Cash received from ChampionX | 527.4 |
Consideration received less net assets | (1,907.9) |
ChampionX cumulative translation adjustment ("CTA") write-off | (229.9) |
Loss on separation | $ (2,137.8) |
DISCONTINUED OPERATIONS - Sum_2
DISCONTINUED OPERATIONS - Summarized Results of Discontinued Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||||
Net (loss) income including noncontrolling interest | $ 2,170.3 | $ (98.7) | ||
Net (loss) income from discontinued operations attributable to noncontrolling interest | $ 0.7 | $ 0.7 | 2.2 | 0.3 |
Net (loss) income from discontinued operations, net of tax | 28.3 | (2,172.5) | 98.4 | |
ChampionX | Discontinued Operations, Disposed of By Sale | ||||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||||
Net sales | 593.9 | 958.5 | 1,764.9 | |
Cost of sales (including special charges) | 426.5 | 702.1 | 1,268.5 | |
Selling, general and administrative expenses | 93.3 | 180.5 | 308.2 | |
Special (gains) and charges | 35.5 | 2,221.7 | 61.8 | |
Operating (loss) income | 38.6 | (2,145.8) | 126.4 | |
Other (income) expense | 0.3 | |||
Interest expense (income), net | 0.2 | 0.4 | ||
(Loss) income before income taxes | 38.6 | (2,146.3) | 126 | |
Provision for income taxes | 9.6 | 24 | 27.3 | |
Net (loss) income including noncontrolling interest | 29 | (2,170.3) | 98.7 | |
Net (loss) income from discontinued operations attributable to noncontrolling interest | 0.7 | 2.2 | 0.3 | |
Net (loss) income from discontinued operations, net of tax | 28.3 | (2,172.5) | 98.4 | |
Special (gains) and charges, including non-controlling interest | 2,221.7 | |||
ChampionX | Discontinued Operations, Disposed of By Sale | Product and sold equipment | ||||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||||
Net sales | 533.4 | 858.9 | 1,592 | |
Cost of sales (including special charges) | 376.5 | 621.7 | 1,129.6 | |
ChampionX | Discontinued Operations, Disposed of By Sale | Service and lease equipment | ||||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||||
Net sales | 60.5 | 99.6 | 172.9 | |
Cost of sales (including special charges) | $ 50 | $ 80.4 | $ 138.9 |
DISCONTINUED OPERATIONS - Sum_3
DISCONTINUED OPERATIONS - Summary of Assets and Liabilities of Discontinued Operations (Details) - USD ($) $ in Millions | Jun. 03, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Assets: | |||||
Total current assets | $ 950.8 | ||||
Liabilities: | |||||
Total current liabilities | $ 361.5 | ||||
ChampionX | Discontinued Operations, Disposed of By Sale | |||||
Liabilities: | |||||
Term of post-separation agreement | 18 months | ||||
Period of time post-separation that the entity may transfer or receive certain products | 36 months | ||||
Post-separation sales | $ 46.6 | $ 58.9 | |||
ChampionX | Discontinued Operations, Held-for-sale | |||||
Assets: | |||||
Cash and cash equivalents | $ 67.6 | ||||
Accounts receivable, net | 414.5 | ||||
Inventories | 424 | ||||
Other current assets | 44.7 | ||||
Total current assets | 950.8 | ||||
Property, plant and equipment, net | 726.6 | ||||
Goodwill | 1,682.6 | ||||
Other intangible assets, net | 745 | ||||
Operating lease assets | 110.8 | ||||
Other assets | 67.8 | ||||
Total assets | 0 | 0 | 4,283.6 | ||
Liabilities: | |||||
Short-term debt | 0.1 | ||||
Accounts payable | 209 | ||||
Compensation and benefits | 33.8 | ||||
Income taxes | 5.9 | ||||
Other current liabilities | 112.7 | ||||
Total current liabilities | 361.5 | ||||
Long-term debt | 0.4 | ||||
Postretirement health care and pension benefits | 3.6 | ||||
Deferred income taxes | 203.1 | ||||
Operating lease liabilities | 79.2 | ||||
Other liabilities | 15.8 | ||||
Total liabilities | $ 0 | $ 0 | $ 663.6 |
BALANCE SHEET INFORMATION (Deta
BALANCE SHEET INFORMATION (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Accounts receivable, net | ||||
Accounts receivable | $ 2,408.9 | $ 2,437.5 | ||
Allowance for doubtful accounts | (88.2) | (55.5) | $ (53.6) | $ (52.4) |
Total | 2,320.7 | 2,382 | ||
Inventories | ||||
Finished goods | 781.6 | 668.5 | ||
Raw materials and parts | 531.3 | 437.9 | ||
Inventories at FIFO cost | 1,312.9 | 1,106.4 | ||
FIFO cost to LIFO cost difference | (25.1) | (24.8) | ||
Total | 1,287.8 | 1,081.6 | ||
Other current assets | ||||
Prepaid assets | 116.5 | 101.8 | ||
Taxes receivable | 184.9 | 107 | ||
Derivative assets | 9.4 | 53.3 | ||
Other current assets | 38 | 33.1 | ||
Total | 348.8 | 295.2 | ||
Property, plant and equipment, net | ||||
Land | 159.1 | 158.9 | ||
Buildings and leasehold improvements | 1,036.1 | 965.5 | ||
Machinery and equipment | 1,865.9 | 1,701.7 | ||
Merchandising and customer equipment | 2,744.4 | 2,742.9 | ||
Capitalized software | 815.4 | 750.4 | ||
Construction in progress | 250.7 | 348.1 | ||
Property, plant and equipment, gross | 6,871.6 | 6,667.5 | ||
Accumulated depreciation | (3,725.4) | (3,439.2) | ||
Total | 3,146.2 | 3,228.3 | ||
Intangible assets not subject to amortization: | ||||
Other intangible assets, gross | 1,200 | |||
Intangible assets subject to amortization: | ||||
Other intangible assets, gross | 3,594.5 | 3,337.6 | ||
Accumulated amortization | (1,801.1) | (1,640.1) | ||
Net intangible assets subject to amortization | 1,793.4 | 1,697.5 | ||
Total | 3,023.4 | 2,927.5 | ||
Other assets | ||||
Deferred income taxes | 155.6 | 136.2 | ||
Pension | 40.2 | 31.1 | ||
Derivative asset | 25.4 | |||
Other | 347.8 | 323.6 | ||
Total | 543.6 | 516.3 | ||
Other current liabilities | ||||
Discounts and rebates | 321.5 | 331.4 | ||
Dividends payable | 134.2 | 135.6 | ||
Interest payable | 50.9 | 40.9 | ||
Taxes payable, other than income | 162.7 | 102.9 | ||
Derivative liabilities | 54.3 | 5.2 | ||
Restructuring | 89.3 | 98.5 | ||
Contract liability | 84.6 | 76.7 | ||
Operating lease liabilities | 124.4 | 122.1 | ||
Other | 219.5 | 197.4 | ||
Total | 1,241.4 | 1,110.7 | ||
Accumulated other comprehensive loss | ||||
Unrealized gain (loss) on derivative financial instruments, net of tax | (18.2) | (4.1) | ||
Unrecognized pension and postretirement benefit expense, net of tax | (811.8) | (823.8) | ||
Cumulative translation, net of tax | (1,115.9) | (1,261.8) | ||
Total | (1,945.9) | (2,089.7) | ||
Customer relationships | ||||
Intangible assets subject to amortization: | ||||
Other intangible assets, gross | 2,516.4 | 2,378.9 | ||
Accumulated amortization | (1,272) | (1,147.6) | ||
Trademarks | ||||
Intangible assets subject to amortization: | ||||
Other intangible assets, gross | 347.8 | 285.2 | ||
Accumulated amortization | (149.8) | (135.1) | ||
Patents | ||||
Intangible assets subject to amortization: | ||||
Other intangible assets, gross | 490 | 459 | ||
Accumulated amortization | (236.6) | (221.7) | ||
Other technology | ||||
Intangible assets subject to amortization: | ||||
Other intangible assets, gross | 240.3 | 214.5 | ||
Accumulated amortization | (142.7) | (135.7) | ||
Trade names | ||||
Intangible assets not subject to amortization: | ||||
Other intangible assets, gross | $ 1,230 | $ 1,230 |
DEBT AND INTEREST (Details)
DEBT AND INTEREST (Details) € in Millions, $ in Millions | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019EUR (€) |
Components of the company's debt obligations | |||
Long-term debt, current maturities | $ 1.6 | $ 300.9 | |
Short-term debt including current maturities of long-term debt | 247.3 | 380.5 | |
Commercial paper. | |||
Components of the company's debt obligations | |||
Short-term debt | 225 | 55.1 | |
Maximum borrowing capacity, commercial paper | 2,000 | ||
U.S. commercial paper program | |||
Components of the company's debt obligations | |||
Maximum borrowing capacity, commercial paper | 2,000 | ||
Outstanding commercial paper | 225 | ||
European commercial paper | |||
Components of the company's debt obligations | |||
Maximum borrowing capacity, commercial paper | 2,000 | ||
Outstanding commercial paper | 55.1 | € 50 | |
Notes payable | |||
Components of the company's debt obligations | |||
Short-term debt | 20.7 | 24.5 | |
Credit facility | |||
Components of the company's debt obligations | |||
Maximum borrowing capacity under the credit agreement | 2,000 | ||
Amount outstanding under the credit agreement | $ 0 | $ 0 |
DEBT AND INTEREST - Other Debt
DEBT AND INTEREST - Other Debt Information (Details) € in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Aug. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2020EUR (€) | May 11, 2020USD ($) | Dec. 31, 2019EUR (€) | |
Debt instrument | ||||||||||
CARRYING VALUE | $ 6,669.3 | $ 6,669.3 | $ 6,274 | |||||||
Long-term debt, current maturities | (1.6) | (1.6) | (300.9) | |||||||
Long-term debt | 6,667.7 | 6,667.7 | 5,973.1 | |||||||
Components of the aggregate purchase prices of the completed acquisitions | ||||||||||
Property, plant and equipment | $ 7.4 | |||||||||
Interest | ||||||||||
Interest expense | 139 | $ 52.9 | 253.4 | $ 163.4 | ||||||
Interest income | (4.2) | (6.8) | (11.6) | (18.8) | ||||||
Interest expense, net | 134.8 | $ 46.1 | 241.8 | $ 144.6 | ||||||
Debt extinguishment charges | $ (77.1) | |||||||||
Interest expense | ||||||||||
Debt instrument | ||||||||||
Debt refinancing charges, pre-tax | 83.1 | |||||||||
Debt refinancing charges, net of tax | 64 | |||||||||
Public Notes | ||||||||||
Debt instrument | ||||||||||
Principal outstanding payable at time of prepayment of notes (as a percent) | 101.00% | |||||||||
Ten year 2011 senior notes | ||||||||||
Debt instrument | ||||||||||
CARRYING VALUE | 1,018.3 | |||||||||
Aggregate principal amount | 1,020 | $ 1,020 | 1,020 | |||||||
Debt instrument, term | 10 years | |||||||||
Interest rate (as a percent) | 4.35% | |||||||||
Thirty year 2011 senior notes | ||||||||||
Debt instrument | ||||||||||
CARRYING VALUE | 452.1 | $ 452.1 | 451.9 | |||||||
Aggregate principal amount | 458 | $ 458 | 458 | |||||||
Debt instrument, term | 30 years | |||||||||
Five year 2017 senior notes | ||||||||||
Debt instrument | ||||||||||
CARRYING VALUE | 498.4 | $ 498.4 | 497.8 | |||||||
Aggregate principal amount | 500 | $ 500 | 500 | |||||||
Debt instrument, term | 5 years | |||||||||
Ten year 2017 senior notes | ||||||||||
Debt instrument | ||||||||||
CARRYING VALUE | 495.9 | $ 495.9 | 495.4 | |||||||
Aggregate principal amount | 500 | $ 500 | ||||||||
Debt instrument, term | 10 years | |||||||||
Thirty year 2017 senior notes | ||||||||||
Debt instrument | ||||||||||
CARRYING VALUE | 611.5 | $ 611.5 | 610.4 | |||||||
Aggregate principal amount | 700 | $ 700 | ||||||||
Debt instrument, term | 30 years | |||||||||
Thirty year 2020 senior notes | ||||||||||
Debt instrument | ||||||||||
CARRYING VALUE | 489.9 | $ 489.9 | ||||||||
Aggregate principal amount | $ 500 | 500 | $ 500 | |||||||
Effective interest rate (as a percent) | 2.19% | |||||||||
Debt instrument, term | 30 years | 30 years | ||||||||
Interest rate (as a percent) | 2.13% | |||||||||
Ten year 2020 senior notes | ||||||||||
Debt instrument | ||||||||||
CARRYING VALUE | 765.7 | $ 765.7 | ||||||||
Aggregate principal amount | $ 750 | 750 | $ 750 | |||||||
Effective interest rate (as a percent) | 4.58% | |||||||||
Debt instrument, term | 10 years | 10 years | ||||||||
Interest rate (as a percent) | 4.80% | |||||||||
Ten year 2020 senior notes, maturing in 2031 | ||||||||||
Debt instrument | ||||||||||
CARRYING VALUE | 594.2 | $ 594.2 | ||||||||
Aggregate principal amount | $ 600 | 600 | $ 600 | |||||||
Effective interest rate (as a percent) | 1.39% | |||||||||
Debt instrument, term | 10 years | 10 years | ||||||||
Interest rate (as a percent) | 1.30% | |||||||||
Seven year 2016 senior Notes | ||||||||||
Debt instrument | ||||||||||
CARRYING VALUE | 398.9 | $ 398.9 | 398.5 | |||||||
Aggregate principal amount | 400 | $ 400 | 400 | |||||||
Debt instrument, term | 7 years | |||||||||
Seven year 2016 senior euro notes | ||||||||||
Debt instrument | ||||||||||
CARRYING VALUE | 681.9 | $ 681.9 | 628.4 | |||||||
Aggregate principal amount | € | € 575 | € 575 | ||||||||
Debt instrument, term | 7 years | |||||||||
Ten year 2016 senior notes | ||||||||||
Debt instrument | ||||||||||
CARRYING VALUE | 745.1 | $ 745.1 | 744.5 | |||||||
Aggregate principal amount | 750 | $ 750 | 750 | |||||||
Debt instrument, term | 10 years | |||||||||
Thirty year 2016 senior notes | ||||||||||
Debt instrument | ||||||||||
CARRYING VALUE | 246.3 | $ 246.3 | 246.2 | |||||||
Aggregate principal amount | 250 | $ 250 | 250 | |||||||
Debt instrument, term | 30 years | |||||||||
Five year 2015 senior notes | ||||||||||
Debt instrument | ||||||||||
CARRYING VALUE | 300 | |||||||||
Aggregate principal amount | $ 300 | |||||||||
Debt instrument, term | 5 years | |||||||||
Ten Year 2015 senior euro notes | ||||||||||
Debt instrument | ||||||||||
CARRYING VALUE | 683 | $ 683 | $ 630 | |||||||
Aggregate principal amount | € | € 575 | € 575 | ||||||||
Debt instrument, term | 10 years | |||||||||
Series B private placement senior notes due 2023 | ||||||||||
Debt instrument | ||||||||||
CARRYING VALUE | 249.6 | |||||||||
Aggregate principal amount | 250 | $ 250 | 250 | |||||||
Interest rate (as a percent) | 4.32% | |||||||||
Other | ||||||||||
Debt instrument | ||||||||||
CARRYING VALUE | 6.4 | 6.4 | $ 3 | |||||||
364-day Revolving Credit Agreement | ||||||||||
Debt instrument | ||||||||||
Maximum borrowing capacity under the credit agreement | 500 | 500 | ||||||||
Credit facility amount | $ 0 | $ 0 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020USD ($) | Jun. 30, 2020item | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | |
Changes in the carrying amount of goodwill for each of the company's reportable segments | ||||||
Number of reporting units | item | 11 | |||||
Impairment of goodwill | $ 0 | |||||
Changes in the carrying amount of goodwill | ||||||
Beginning goodwill | 5,569.1 | |||||
Current year business combinations | 270.7 | |||||
Prior year business combinations | 0.3 | |||||
Dispositions | (47.6) | |||||
Effect of foreign currency translation | 165.5 | |||||
Ending goodwill | $ 5,958 | 5,958 | $ 5,569.1 | |||
Carrying value of asset subject to impairment testing | 1,200 | 1,200 | ||||
Future estimated amortization expense related to amortizable other identifiable intangible assets | ||||||
Estimated expense remaining for the three-month period | 55 | 55 | ||||
Total amortization expense related to other intangible assets | 58.9 | $ 51.6 | 162.1 | $ 155.1 | ||
Previously Reported | ||||||
Changes in the carrying amount of goodwill | ||||||
Beginning goodwill | 5,569.1 | |||||
Ending goodwill | 5,569.1 | |||||
Nalco | Trademarks | ||||||
Changes in the carrying amount of goodwill | ||||||
Impairment of indefinite life intangible asset | 0 | |||||
Global Industrial | ||||||
Changes in the carrying amount of goodwill | ||||||
Beginning goodwill | 3,923.8 | |||||
Segment changes | 1,124.6 | |||||
Current year business combinations | 270.7 | |||||
Dispositions | (47.6) | |||||
Effect of foreign currency translation | 90.8 | |||||
Ending goodwill | 4,237.7 | 4,237.7 | 3,923.8 | |||
Global Industrial | Previously Reported | ||||||
Changes in the carrying amount of goodwill | ||||||
Beginning goodwill | 2,799.2 | |||||
Ending goodwill | 2,799.2 | |||||
Global Institutional | ||||||
Changes in the carrying amount of goodwill | ||||||
Beginning goodwill | 548.3 | |||||
Segment changes | (599.4) | |||||
Effect of foreign currency translation | 16.6 | |||||
Ending goodwill | 564.9 | 564.9 | 548.3 | |||
Global Institutional | Previously Reported | ||||||
Changes in the carrying amount of goodwill | ||||||
Beginning goodwill | 1,147.7 | |||||
Ending goodwill | 1,147.7 | |||||
Global Healthcare and Life Sciences | ||||||
Changes in the carrying amount of goodwill | ||||||
Beginning goodwill | 859.3 | |||||
Segment changes | 859.3 | |||||
Prior year business combinations | 0.3 | |||||
Effect of foreign currency translation | 51.4 | |||||
Ending goodwill | 911 | 911 | 859.3 | |||
Global Energy | ||||||
Changes in the carrying amount of goodwill | ||||||
Segment changes | (1,417.9) | |||||
Global Energy | Previously Reported | ||||||
Changes in the carrying amount of goodwill | ||||||
Beginning goodwill | 1,417.9 | |||||
Ending goodwill | 1,417.9 | |||||
Other | ||||||
Changes in the carrying amount of goodwill | ||||||
Beginning goodwill | 237.7 | |||||
Segment changes | 33.4 | |||||
Effect of foreign currency translation | 6.7 | |||||
Ending goodwill | $ 244.4 | 244.4 | 237.7 | |||
Other | Previously Reported | ||||||
Changes in the carrying amount of goodwill | ||||||
Beginning goodwill | $ 204.3 | |||||
Ending goodwill | $ 204.3 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Carrying Amount | ||
Assets: | ||
Foreign currency forward contracts | $ 44.7 | $ 83.9 |
Liabilities: | ||
Foreign currency forward contracts | 129.8 | 10 |
Level 2 | ||
Assets: | ||
Foreign currency forward contracts | 44.7 | 83.9 |
Liabilities: | ||
Foreign currency forward contracts | $ 129.8 | $ 10 |
FAIR VALUE MEASUREMENTS - Long-
FAIR VALUE MEASUREMENTS - Long-term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Carrying Amount | ||
Carrying amount and fair value of financial instruments | ||
Long-term debt (including current maturities) | $ 6,669.3 | $ 6,274 |
Fair Value | Level 2 | ||
Carrying amount and fair value of financial instruments | ||
Long-term debt (including current maturities) | $ 7,659.9 | $ 6,861.6 |
DERIVATIVES AND HEDGING TRANS_3
DERIVATIVES AND HEDGING TRANSACTIONS - Derivative Positions Summary (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Asset Derivatives | ||
Gross value of derivatives | $ 44.7 | $ 83.9 |
Gross amounts offset in the Consolidated Balance Sheet | (35.3) | (4.2) |
Net value of derivatives presented in the Consolidated Balance Sheet | 9.4 | 79.7 |
Liability Derivatives | ||
Gross value of derivatives | 129.8 | 10 |
Gross amounts offset in the Consolidated Balance Sheet | (35.3) | (4.2) |
Net value of derivatives presented in the Consolidated Balance Sheet | 94.5 | 5.8 |
Cash collateral received | 0 | |
Cash collateral pledged | 0 | |
Foreign currency forward contracts. | ||
Liability Derivatives | ||
Notional values | 4,269 | 4,004 |
Derivatives designated as hedging instruments | Foreign currency forward contracts. | ||
Asset Derivatives | ||
Gross value of derivatives | 28.7 | 67.4 |
Liability Derivatives | ||
Gross value of derivatives | 83.6 | 2.1 |
Derivatives not designated as hedging instruments | Foreign currency forward contracts. | ||
Asset Derivatives | ||
Gross value of derivatives | 16 | 16.5 |
Liability Derivatives | ||
Gross value of derivatives | 46.2 | 7.9 |
Discontinued Operations | Foreign currency forward contracts. | ||
Liability Derivatives | ||
Notional values | 9 | |
Discontinued Operations | Derivatives not designated as hedging instruments | Foreign currency forward contracts. | ||
Asset Derivatives | ||
Gross value of derivatives | $ 1 | |
Liability Derivatives | ||
Gross value of derivatives | $ 0.6 |
DERIVATIVES AND HEDGING TRANS_4
DERIVATIVES AND HEDGING TRANSACTIONS - Information by Type of Derivative and Hedging Activities (Details) € in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020EUR (€) | Aug. 31, 2020 | Dec. 31, 2019USD ($) | Dec. 31, 2019EUR (€) | |
Net Investment Hedges | ||||||||
Revaluation (losses) gains, net of tax | $ (83.4) | $ 20.9 | $ (87.4) | $ 37 | ||||
Derivative Summary | ||||||||
Maximum period for hedged transactions | 4 years | |||||||
Cash collateral received | 0 | $ 0 | ||||||
Ten year 2011 senior notes | ||||||||
Impact on AOCI and earnings from derivative contracts | ||||||||
Aggregate principal amount | 1,020 | 1,020 | $ 1,020 | |||||
Interest rate (as a percent) | 4.35% | |||||||
Ten Year 2015 senior euro notes | ||||||||
Impact on AOCI and earnings from derivative contracts | ||||||||
Aggregate principal amount | € | € 575 | € 575 | ||||||
Cost of sales | ||||||||
Impact on AOCI and earnings from derivative contracts | ||||||||
Gain (loss) on derivative recognized in income | 3.1 | 3.9 | 9.1 | 13 | ||||
Selling, general and administrative expenses | ||||||||
Impact on AOCI and earnings from derivative contracts | ||||||||
Gain (loss) on derivative recognized in income | (131.7) | 14 | (121.1) | 47.5 | ||||
Interest expense, net | ||||||||
Impact on AOCI and earnings from derivative contracts | ||||||||
Gain (loss) on derivative recognized in income | (6.1) | 19.2 | 7.7 | |||||
Foreign currency forward contracts. | ||||||||
Net Investment Hedges | ||||||||
Notional values | 4,269 | 4,269 | 4,004 | |||||
Foreign currency forward contracts. | Interest expense, net | ||||||||
Impact on AOCI and earnings from derivative contracts | ||||||||
Gain (loss) on derivative recognized in income | 6.2 | |||||||
Foreign currency forward contracts. | Derivatives designated as hedging instruments | Cost of sales | ||||||||
Impact on AOCI and earnings from derivative contracts | ||||||||
Gain (loss) reclassified from AOCI into income (effective portion) | 3.9 | |||||||
Foreign currency forward contracts. | Derivatives not designated as hedging instruments | Selling, general and administrative expenses | ||||||||
Impact on AOCI and earnings from derivative contracts | ||||||||
Gain (loss) on derivative recognized in income | (30.2) | 11.2 | (12.3) | 25.2 | ||||
Foreign currency forward contracts. | Derivatives not designated as hedging instruments | Interest expense, net | ||||||||
Impact on AOCI and earnings from derivative contracts | ||||||||
Gain (loss) on derivative recognized in income | 11.3 | 11.3 | ||||||
Cash Flow Hedges | Foreign currency forward contracts. | Derivatives designated as hedging instruments | Cost of sales | ||||||||
Impact on AOCI and earnings from derivative contracts | ||||||||
Gain (loss) reclassified from AOCI into income (effective portion) | 3.1 | 9.1 | 13 | |||||
Cash Flow Hedges | Foreign currency forward contracts. | Derivatives designated as hedging instruments | Selling, general and administrative expenses | ||||||||
Impact on AOCI and earnings from derivative contracts | ||||||||
Gain (loss) reclassified from AOCI into income (effective portion) | (101.5) | 2.8 | (108.8) | 22.3 | ||||
Cash Flow Hedges | Foreign currency forward contracts. | Derivatives designated as hedging instruments | Interest expense, net | ||||||||
Impact on AOCI and earnings from derivative contracts | ||||||||
Amount excluded from the assessment of effectiveness recognized in earnings based on changes in fair value | (4.9) | (5.9) | 8.6 | 8.4 | ||||
Gain (loss) recognized in income (ineffective portion) | (4.9) | (5.9) | 8.6 | 8.4 | ||||
Cash Flow Hedges | Interest rate swaps | Derivatives designated as hedging instruments | Interest expense, net | ||||||||
Impact on AOCI and earnings from derivative contracts | ||||||||
Gain (loss) reclassified from AOCI into income (effective portion) | (0.2) | (0.2) | (0.7) | (0.7) | ||||
Fair Value Hedges | Interest rate swaps | Derivatives designated as hedging instruments | Interest expense, net | ||||||||
Impact on AOCI and earnings from derivative contracts | ||||||||
Gain (loss) on hedged item recognized in income | 0.2 | |||||||
Gain (loss) on derivative recognized in income | (0.2) | |||||||
Net Investment Hedges | ||||||||
Net Investment Hedges | ||||||||
Revaluation (losses) gains, net of tax | (83.4) | 20.9 | (87.4) | 37 | ||||
Net Investment Hedges | Senior euro notes | ||||||||
Net Investment Hedges | ||||||||
Notional values | $ 1,365 | 1,365 | € 1,150 | |||||
Discontinued Operations | Derivatives not designated as hedging instruments | Selling, general and administrative expenses | ||||||||
Impact on AOCI and earnings from derivative contracts | ||||||||
Gain (loss) on derivatives | $ (0.2) | $ (2.5) | $ (1.7) | |||||
Discontinued Operations | Foreign currency forward contracts. | ||||||||
Net Investment Hedges | ||||||||
Notional values | $ 9 |
OTHER COMPREHENSIVE INCOME (L_3
OTHER COMPREHENSIVE INCOME (LOSS) INFORMATION (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Reclassification adjustments | ||||
Cost of sales | $ (1,769.6) | $ (1,780.9) | $ (5,125.5) | $ (5,236.7) |
SG&A | (802.6) | (869.2) | (2,499.5) | (2,665.3) |
Interest expense, net | (134.8) | (46.1) | (241.8) | (144.6) |
Subtotal | 44.9 | (47.7) | 145.1 | (59.4) |
Derivative gains reclassified from AOCI into income, net of tax | 78.2 | (0.5) | 69.4 | (32.5) |
Pension and postretirement net actuarial losses and prior service cost reclassified from AOCI into income, net of tax | (18.5) | 5.8 | 12 | 9.2 |
Derivative & Hedging Instruments. | ||||
Reclassification adjustments | ||||
Amount recognized in AOCI | (126.2) | 0.1 | (108.3) | 40.2 |
Other activity | (0.2) | (0.3) | (0.2) | (0.4) |
Tax impact | 3.8 | (0.1) | 2.6 | 0.3 |
Subtotal | (19.1) | (0.9) | (14.1) | (2.9) |
Derivative & Hedging Instruments. | Amount reclassified from AOCI | ||||
Reclassification adjustments | ||||
Cost of sales | (3.1) | (3.9) | (9.1) | (13) |
SG&A | 101.5 | (2.8) | 108.8 | (22.3) |
Interest expense, net | 5.1 | 6.1 | (7.9) | (7.7) |
(Gains) losses reclassified from AOCI into income | 103.5 | (0.6) | 91.8 | (43) |
Pension & Postretirement Benefits. | ||||
Reclassification adjustments | ||||
(Gains) losses reclassified from AOCI into income | 15 | 44.3 | 0.2 | |
Other activity | (29.8) | 6 | (21.5) | 9.3 |
Tax impact | (3.7) | (0.2) | (10.8) | (0.3) |
Subtotal | (18.5) | $ 5.8 | 12 | 9.2 |
Pension & Postretirement Benefits. | Amount reclassified from AOCI | ||||
Reclassification adjustments | ||||
(Gains) losses reclassified from AOCI into income | $ 15 | $ 44.3 | $ 0.2 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) - shares | Jun. 03, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Feb. 28, 2015 |
Discontinued Operations, Disposed of By Sale | ChampionX | ||||
Shareholder's Equity | ||||
Shares accepted | 4,955,552 | |||
Number of shares exchanged | 122,200,000 | |||
Common Stock | ||||
Shareholder's Equity | ||||
Common stock, shares authorized to be repurchased | 20,000,000 | |||
Remaining shares authorized to be repurchased | 6,342,568 | |||
Reacquired shares | 648,222 | 1,986,241 | ||
Number of shares reacquired through the open market or private purchases | 462,442 | 1,846,384 | ||
Number of shares that have been repurchased through the exercise of stock options and vesting of stock awards | 185,780 | 139,857 |
EARNINGS ATTRIBUTABLE TO ECOL_3
EARNINGS ATTRIBUTABLE TO ECOLAB PER COMMON SHARE ("EPS") (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Computations of the basic and diluted earnings attributable to Ecolab per share amounts | ||||
Net income from continuing operations attributable to Ecolab | $ 246.2 | $ 435.9 | $ 667.1 | $ 1,030.9 |
Net (loss) income from discontinued operations, net of tax (Note 4) (c) | 28.3 | (2,172.5) | 98.4 | |
Net (loss) income attributable to Ecolab | $ 246.2 | $ 464.2 | $ (1,505.4) | $ 1,129.3 |
Weighted-average common shares outstanding | ||||
Basic (in shares) | 285.4 | 288.1 | 287.5 | 288 |
Effect of dilutive stock options and units (in shares) | 3 | 4.7 | 3.3 | 4.5 |
Diluted (in shares) | 288.4 | 292.8 | 290.8 | 292.5 |
Basic | ||||
Continuing operations | $ 0.86 | $ 1.51 | $ 2.32 | $ 3.58 |
Discontinued operations | 0.10 | (7.56) | 0.34 | |
Earnings (loss) attributable to Ecolab | 0.86 | 1.61 | (5.24) | 3.92 |
Diluted | ||||
Continuing operations | 0.85 | 1.49 | 2.29 | 3.52 |
Discontinued operations | 0.10 | (7.47) | 0.34 | |
Earnings (loss) attributable to Ecolab | $ 0.85 | $ 1.59 | $ (5.18) | $ 3.86 |
Anti-dilutive securities excluded from the computation of EPS | 1 | 1 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
INCOME TAXES | ||||
Effective income tax rate (as a percent) | 14.50% | 15.90% | 13.20% | 16.20% |
One-time transition tax due to issuance of technical guidance | $ (4.3) | $ (3.2) | ||
Excess tax benefits, share-based compensation | $ 3.4 | 7.9 | $ 49 | 39.4 |
Recognized discrete tax expense (benefit) | (12.4) | (13.6) | (56.8) | $ (39.8) |
Tax expense, change if foreign and domestic estimates | 6.9 | 2.4 | ||
Recognized discrete tax benefits, release of reserves for uncertain tax positions | $ (2.1) | $ (1.1) | $ (5.4) |
RETIREMENT PLANS (Details)
RETIREMENT PLANS (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Discontinued Operations, Disposed of By Sale | ChampionX | ||||
Net periodic benefit costs | ||||
Service cost | $ 1.6 | $ 2.5 | $ 4.7 | |
U.S. | Pension | ||||
Net periodic benefit costs | ||||
Service cost | $ 16.5 | 18.2 | 51.9 | 54.6 |
Interest cost on benefit obligation | 17.7 | 22.3 | 52.7 | 66.8 |
Expected return on plan assets | (38.2) | (37.4) | (114.6) | (112.2) |
Recognition of net actuarial (gain) loss | 13 | 5.9 | 39 | 17.7 |
Amortization of prior service cost (benefit) | (1.6) | (2.9) | (5.4) | (8.6) |
Total expense (benefit) | 7.4 | 6.1 | 23.6 | 18.3 |
U.S. | Pension | Non-qualified plan | ||||
Other Pension Plan Information | ||||
Contributions to plan | 9 | |||
Contributions anticipated to be made during the remainder of 2020 | 4 | 4 | ||
U.S. | Postretirement Health Care | ||||
Net periodic benefit costs | ||||
Service cost | 0.3 | 0.3 | 0.9 | 1 |
Interest cost on benefit obligation | 0.8 | 1.4 | 2.9 | 4.2 |
Expected return on plan assets | (0.1) | (0.1) | (0.3) | (0.3) |
Recognition of net actuarial (gain) loss | (0.1) | (1) | (3) | |
Amortization of prior service cost (benefit) | (2.9) | (5.8) | (8.4) | (17.4) |
Total expense (benefit) | (2) | (5.2) | (4.9) | (15.5) |
Other Pension Plan Information | ||||
Contributions to plan | 8 | |||
Contributions anticipated to be made during the remainder of 2020 | 3 | 3 | ||
International | Pension | ||||
Net periodic benefit costs | ||||
Service cost | 7.9 | 7.5 | 23.2 | 22.7 |
Interest cost on benefit obligation | 5.5 | 7.8 | 16.1 | 23.5 |
Expected return on plan assets | (15.7) | (14.8) | (46.7) | (45.1) |
Recognition of net actuarial (gain) loss | 6.6 | 4.1 | 19.2 | 12.3 |
Amortization of prior service cost (benefit) | (0.1) | (0.3) | (0.1) | (0.8) |
Total expense (benefit) | 4.2 | $ 4.3 | 11.7 | $ 12.6 |
Other Pension Plan Information | ||||
Contributions to plan | 33 | |||
Contributions anticipated to be made during the remainder of 2020 | $ 10 | $ 10 |
REVENUES - Operating Lease Reve
REVENUES - Operating Lease Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Operating Lease, Lease Income | |||||
Lease billing suspension | $ 38 | ||||
Operating lease revenue | $ 84.9 | $ 103 | $ 258.2 | $ 306.8 |
REVENUES - Principal Activities
REVENUES - Principal Activities (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Disaggregation of revenue | |||||
Net sales | $ 3,018.6 | $ 3,224 | $ 8,724.9 | $ 9,317.8 | $ 12,562 |
Global Industrial | |||||
Disaggregation of revenue | |||||
Net sales | 1,470.2 | 1,512.6 | 4,329.4 | 4,414.8 | |
Global Institutional | |||||
Disaggregation of revenue | |||||
Net sales | 896.3 | 1,148.1 | 2,671.4 | 3,279.3 | |
Global Healthcare and Life Sciences | |||||
Disaggregation of revenue | |||||
Net sales | 321.5 | 241.7 | 863.8 | 721.1 | |
Other | |||||
Disaggregation of revenue | |||||
Net sales | 283.7 | 321.6 | 801.1 | 902.6 | |
Corporate | |||||
Disaggregation of revenue | |||||
Net sales | 46.9 | 59.2 | |||
Product and sold equipment | |||||
Disaggregation of revenue | |||||
Net sales | 2,426.4 | 2,591.8 | 7,017.5 | 7,511.6 | |
Product and sold equipment | Global Industrial | |||||
Disaggregation of revenue | |||||
Net sales | 1,265.2 | 1,308.6 | 3,728.5 | 3,822.1 | |
Product and sold equipment | Global Institutional | |||||
Disaggregation of revenue | |||||
Net sales | 756.5 | 966.9 | 2,241.5 | 2,759.8 | |
Product and sold equipment | Global Healthcare and Life Sciences | |||||
Disaggregation of revenue | |||||
Net sales | 291.5 | 220.3 | 785.5 | 660.8 | |
Product and sold equipment | Other | |||||
Disaggregation of revenue | |||||
Net sales | 66.6 | 96 | 203.1 | 268.9 | |
Product and sold equipment | Corporate | |||||
Disaggregation of revenue | |||||
Net sales | 46.6 | 58.9 | |||
Service and lease equipment | |||||
Disaggregation of revenue | |||||
Net sales | 592.2 | 632.2 | 1,707.4 | 1,806.2 | |
Service and lease equipment | Global Industrial | |||||
Disaggregation of revenue | |||||
Net sales | 205 | 204 | 600.9 | 592.7 | |
Service and lease equipment | Global Institutional | |||||
Disaggregation of revenue | |||||
Net sales | 139.8 | 181.2 | 429.9 | 519.5 | |
Service and lease equipment | Global Healthcare and Life Sciences | |||||
Disaggregation of revenue | |||||
Net sales | 30 | 21.4 | 78.3 | 60.3 | |
Service and lease equipment | Other | |||||
Disaggregation of revenue | |||||
Net sales | 217.1 | 225.6 | 598 | 633.7 | |
Service and lease equipment | Corporate | |||||
Disaggregation of revenue | |||||
Net sales | 0.3 | 0.3 | |||
North America | Global Industrial | |||||
Disaggregation of revenue | |||||
Net sales | 683.6 | 722.1 | 2,033.2 | 2,105.9 | |
North America | Global Institutional | |||||
Disaggregation of revenue | |||||
Net sales | 654 | 840.1 | 1,926.3 | 2,392.4 | |
North America | Global Healthcare and Life Sciences | |||||
Disaggregation of revenue | |||||
Net sales | 113.1 | 103.8 | 325.7 | 307 | |
North America | Other | |||||
Disaggregation of revenue | |||||
Net sales | 175.8 | 197 | 496.7 | $ 551.8 | |
North America | Corporate | |||||
Disaggregation of revenue | |||||
Net sales | 34.9 | $ 47.2 | |||
U.S. | |||||
Disaggregation of revenue | |||||
Percentage of consolidated sales | 52.00% | 54.00% | |||
Europe | Global Industrial | |||||
Disaggregation of revenue | |||||
Net sales | 325.2 | 303.3 | $ 915 | $ 886.1 | |
Europe | Global Institutional | |||||
Disaggregation of revenue | |||||
Net sales | 127 | 162.8 | 375.6 | 463.5 | |
Europe | Global Healthcare and Life Sciences | |||||
Disaggregation of revenue | |||||
Net sales | 172.4 | 127.9 | 464.5 | 385.3 | |
Europe | Other | |||||
Disaggregation of revenue | |||||
Net sales | 59.2 | 71.4 | 164.2 | 196.5 | |
Europe | Corporate | |||||
Disaggregation of revenue | |||||
Net sales | 2.4 | 2.4 | |||
Asia Pacific | Global Industrial | |||||
Disaggregation of revenue | |||||
Net sales | 180.4 | 191.5 | 548.8 | 564.6 | |
Asia Pacific | Global Institutional | |||||
Disaggregation of revenue | |||||
Net sales | 47 | 59.2 | 153 | 174.4 | |
Asia Pacific | Global Healthcare and Life Sciences | |||||
Disaggregation of revenue | |||||
Net sales | 27.8 | 5 | 51.7 | 13.2 | |
Asia Pacific | Other | |||||
Disaggregation of revenue | |||||
Net sales | 15 | 18.9 | 48.2 | 54.9 | |
Asia Pacific | Corporate | |||||
Disaggregation of revenue | |||||
Net sales | 1.4 | 1.4 | |||
Latin America | Global Industrial | |||||
Disaggregation of revenue | |||||
Net sales | 117.2 | 134.3 | 362.2 | 390.2 | |
Latin America | Global Institutional | |||||
Disaggregation of revenue | |||||
Net sales | 32.2 | 42 | 102.3 | 121.8 | |
Latin America | Global Healthcare and Life Sciences | |||||
Disaggregation of revenue | |||||
Net sales | 2.7 | 1 | 5.5 | 3.2 | |
Latin America | Other | |||||
Disaggregation of revenue | |||||
Net sales | 13.5 | 13.2 | 36.3 | 37.7 | |
Latin America | Corporate | |||||
Disaggregation of revenue | |||||
Net sales | 6.6 | 6.6 | |||
Greater China | Global Industrial | |||||
Disaggregation of revenue | |||||
Net sales | 86 | 81.5 | 240 | 238.2 | |
Greater China | Global Institutional | |||||
Disaggregation of revenue | |||||
Net sales | 26.7 | 30.4 | 82.8 | 89.5 | |
Greater China | Global Healthcare and Life Sciences | |||||
Disaggregation of revenue | |||||
Net sales | 0.8 | 0.5 | 2.5 | 1.5 | |
Greater China | Other | |||||
Disaggregation of revenue | |||||
Net sales | 16.7 | 16.8 | 45 | 48.9 | |
Greater China | Corporate | |||||
Disaggregation of revenue | |||||
Net sales | 0.4 | 1.2 | |||
Middle East and Africa ("MEA") | Global Industrial | |||||
Disaggregation of revenue | |||||
Net sales | 77.8 | 79.9 | 230.2 | 229.8 | |
Middle East and Africa ("MEA") | Global Institutional | |||||
Disaggregation of revenue | |||||
Net sales | 9.4 | 13.6 | 31.4 | 37.7 | |
Middle East and Africa ("MEA") | Global Healthcare and Life Sciences | |||||
Disaggregation of revenue | |||||
Net sales | 4.7 | 3.5 | 13.9 | 10.9 | |
Middle East and Africa ("MEA") | Other | |||||
Disaggregation of revenue | |||||
Net sales | 3.5 | $ 4.3 | 10.7 | $ 12.8 | |
Middle East and Africa ("MEA") | Corporate | |||||
Disaggregation of revenue | |||||
Net sales | $ 1.2 | $ 0.4 |
REVENUES - Contract Liability (
REVENUES - Contract Liability (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Change in contract liability | ||
Contract liability as of beginning of period | $ 76.7 | $ 67.7 |
Revenue recognized: Amounts included in the contract liability at the beginning of the period | (76.7) | (67.7) |
Increases due to invoices issued, excluding amounts recognized as revenues during the period | 84 | 75.1 |
Business combination | 0.6 | 0.2 |
Contract liability as of end of period | $ 84.6 | $ 75.3 |
OPERATING SEGMENTS (Details)
OPERATING SEGMENTS (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2020segment | Sep. 30, 2020item | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | |
Financial information of reportable segments | |||||||
Number of reportable segments | 3 | 3 | |||||
Net sales | $ 3,018.6 | $ 3,224 | $ 8,724.9 | $ 9,317.8 | $ 12,562 | ||
Operating Income (Loss) | 411.4 | 549 | 979.6 | 1,327 | 1,845.2 | ||
Previously Reported | Valued at 2019 Management Rates | |||||||
Financial information of reportable segments | |||||||
Net sales | 14,906.3 | ||||||
Operating Income (Loss) | 2,013.8 | ||||||
Previously Reported | Valued at 2020 Management Rates | |||||||
Financial information of reportable segments | |||||||
Net sales | 14,906.3 | ||||||
Operating Income (Loss) | 2,013.8 | ||||||
Adjustment | Discontinued Operations and Related Allocation Charges | |||||||
Financial information of reportable segments | |||||||
Net sales | (2,344.3) | ||||||
Operating Income (Loss) | (168.6) | ||||||
Global Industrial | |||||||
Financial information of reportable segments | |||||||
Net sales | 1,470.2 | 1,512.6 | 4,329.4 | 4,414.8 | |||
Global Institutional | |||||||
Financial information of reportable segments | |||||||
Net sales | 896.3 | 1,148.1 | 2,671.4 | 3,279.3 | |||
Global Healthcare and Life Sciences | |||||||
Financial information of reportable segments | |||||||
Net sales | 321.5 | 241.7 | 863.8 | 721.1 | |||
Other | |||||||
Financial information of reportable segments | |||||||
Net sales | 283.7 | 321.6 | 801.1 | 902.6 | |||
Operating segment | |||||||
Financial information of reportable segments | |||||||
Net sales | 3,047.2 | 3,234.7 | 8,852 | 9,325.8 | 12,597.4 | ||
Operating Income (Loss) | 417.2 | 551.9 | 1,002.3 | 1,330.9 | 1,854.3 | ||
Operating segment | Previously Reported | Valued at 2019 Management Rates | |||||||
Financial information of reportable segments | |||||||
Net sales | 15,046.9 | ||||||
Operating Income (Loss) | 2,034.2 | ||||||
Operating segment | Previously Reported | Valued at 2020 Management Rates | |||||||
Financial information of reportable segments | |||||||
Net sales | 14,952.1 | ||||||
Operating Income (Loss) | 2,023.6 | ||||||
Operating segment | Adjustment | Fixed Currency Rate Change | |||||||
Financial information of reportable segments | |||||||
Net sales | (94.8) | ||||||
Operating Income (Loss) | (10.6) | ||||||
Operating segment | Adjustment | Discontinued Operations and Related Allocation Charges | |||||||
Financial information of reportable segments | |||||||
Net sales | (2,354.7) | ||||||
Operating Income (Loss) | (169.3) | ||||||
Operating segment | Global Industrial | |||||||
Financial information of reportable segments | |||||||
Net sales | 1,491.1 | 1,517.1 | 4,410.3 | 4,414.8 | 5,994.6 | ||
Operating Income (Loss) | 297.8 | 249.8 | 787.4 | 632.1 | 902.7 | ||
Operating segment | Global Industrial | Previously Reported | Valued at 2019 Management Rates | |||||||
Financial information of reportable segments | |||||||
Net sales | 5,569.9 | ||||||
Operating Income (Loss) | 854.7 | ||||||
Operating segment | Global Industrial | Previously Reported | Valued at 2020 Management Rates | |||||||
Financial information of reportable segments | |||||||
Net sales | 5,996.4 | ||||||
Operating Income (Loss) | 980.6 | ||||||
Operating segment | Global Industrial | Adjustment | Segment Change | |||||||
Financial information of reportable segments | |||||||
Net sales | 479.2 | ||||||
Operating Income (Loss) | 133.4 | ||||||
Operating segment | Global Industrial | Adjustment | Fixed Currency Rate Change | |||||||
Financial information of reportable segments | |||||||
Net sales | (52.7) | ||||||
Operating Income (Loss) | (7.5) | ||||||
Operating segment | Global Industrial | Adjustment | Discontinued Operations and Related Allocation Charges | |||||||
Financial information of reportable segments | |||||||
Net sales | (1.8) | ||||||
Operating Income (Loss) | (77.9) | ||||||
Operating segment | Global Institutional | |||||||
Financial information of reportable segments | |||||||
Net sales | 901.3 | 1,150.6 | 2,695.8 | 3,283.3 | 4,412.1 | ||
Operating Income (Loss) | 82.6 | 280.9 | 228 | 690.1 | 939.8 | ||
Operating segment | Global Institutional | Previously Reported | Valued at 2019 Management Rates | |||||||
Financial information of reportable segments | |||||||
Net sales | 5,235.5 | ||||||
Operating Income (Loss) | 1,042.2 | ||||||
Operating segment | Global Institutional | Previously Reported | Valued at 2020 Management Rates | |||||||
Financial information of reportable segments | |||||||
Net sales | 4,412.1 | ||||||
Operating Income (Loss) | 947.3 | ||||||
Operating segment | Global Institutional | Adjustment | Segment Change | |||||||
Financial information of reportable segments | |||||||
Net sales | (800.1) | ||||||
Operating Income (Loss) | (93.4) | ||||||
Operating segment | Global Institutional | Adjustment | Fixed Currency Rate Change | |||||||
Financial information of reportable segments | |||||||
Net sales | (23.3) | ||||||
Operating Income (Loss) | (1.5) | ||||||
Operating segment | Global Institutional | Adjustment | Discontinued Operations and Related Allocation Charges | |||||||
Financial information of reportable segments | |||||||
Operating Income (Loss) | (7.5) | ||||||
Operating segment | Global Healthcare and Life Sciences | |||||||
Financial information of reportable segments | |||||||
Net sales | 320.9 | 243.9 | 875 | 723.7 | 979 | ||
Operating Income (Loss) | 66 | 36.3 | 154.5 | 92.3 | 124.5 | ||
Operating segment | Global Healthcare and Life Sciences | Previously Reported | Valued at 2020 Management Rates | |||||||
Financial information of reportable segments | |||||||
Net sales | 979 | ||||||
Operating Income (Loss) | 135.1 | ||||||
Operating segment | Global Healthcare and Life Sciences | Adjustment | Segment Change | |||||||
Financial information of reportable segments | |||||||
Net sales | 991.7 | ||||||
Operating Income (Loss) | 136.7 | ||||||
Operating segment | Global Healthcare and Life Sciences | Adjustment | Fixed Currency Rate Change | |||||||
Financial information of reportable segments | |||||||
Net sales | (12.7) | ||||||
Operating Income (Loss) | (1.6) | ||||||
Operating segment | Global Healthcare and Life Sciences | Adjustment | Discontinued Operations and Related Allocation Charges | |||||||
Financial information of reportable segments | |||||||
Operating Income (Loss) | (10.6) | ||||||
Operating segment | Upstream Energy | Previously Reported | Valued at 2020 Management Rates | |||||||
Financial information of reportable segments | |||||||
Net sales | 2,352.9 | ||||||
Operating Income (Loss) | 187.9 | ||||||
Operating segment | Upstream Energy | Adjustment | Segment Change | |||||||
Financial information of reportable segments | |||||||
Net sales | 2,350 | ||||||
Operating Income (Loss) | 188.2 | ||||||
Operating segment | Upstream Energy | Adjustment | Fixed Currency Rate Change | |||||||
Financial information of reportable segments | |||||||
Net sales | 2.9 | ||||||
Operating Income (Loss) | (0.3) | ||||||
Operating segment | Upstream Energy | Adjustment | Discontinued Operations and Related Allocation Charges | |||||||
Financial information of reportable segments | |||||||
Net sales | (2,352.9) | ||||||
Operating Income (Loss) | (187.9) | ||||||
Operating segment | Global Energy | Previously Reported | Valued at 2019 Management Rates | |||||||
Financial information of reportable segments | |||||||
Net sales | 3,334 | ||||||
Operating Income (Loss) | 379.1 | ||||||
Operating segment | Global Energy | Adjustment | Segment Change | |||||||
Financial information of reportable segments | |||||||
Net sales | (3,334) | ||||||
Operating Income (Loss) | (379.1) | ||||||
Operating segment | Other | |||||||
Financial information of reportable segments | |||||||
Net sales | 285.7 | 323.1 | 810.4 | 904 | 1,211.7 | ||
Operating Income (Loss) | 45.2 | 51.4 | 88.1 | 119 | 167 | ||
Operating segment | Other | Previously Reported | Valued at 2019 Management Rates | |||||||
Financial information of reportable segments | |||||||
Net sales | 907.5 | ||||||
Operating Income (Loss) | 167.3 | ||||||
Operating segment | Other | Previously Reported | Valued at 2020 Management Rates | |||||||
Financial information of reportable segments | |||||||
Net sales | 1,211.7 | ||||||
Operating Income (Loss) | 180.6 | ||||||
Operating segment | Other | Adjustment | Segment Change | |||||||
Financial information of reportable segments | |||||||
Net sales | 313.2 | ||||||
Operating Income (Loss) | 14.2 | ||||||
Operating segment | Other | Adjustment | Fixed Currency Rate Change | |||||||
Financial information of reportable segments | |||||||
Net sales | (9) | ||||||
Operating Income (Loss) | (0.9) | ||||||
Operating segment | Other | Adjustment | Discontinued Operations and Related Allocation Charges | |||||||
Financial information of reportable segments | |||||||
Operating Income (Loss) | (13.6) | ||||||
Currency Impact | |||||||
Financial information of reportable segments | |||||||
Net sales | (28.6) | (10.7) | (127.1) | (8) | (35.4) | ||
Operating Income (Loss) | (5.8) | (2.9) | (22.7) | (3.9) | (9.1) | ||
Currency Impact | Previously Reported | Valued at 2019 Management Rates | |||||||
Financial information of reportable segments | |||||||
Net sales | (140.6) | ||||||
Operating Income (Loss) | (20.4) | ||||||
Currency Impact | Previously Reported | Valued at 2020 Management Rates | |||||||
Financial information of reportable segments | |||||||
Net sales | (45.8) | ||||||
Operating Income (Loss) | (9.8) | ||||||
Currency Impact | Adjustment | Fixed Currency Rate Change | |||||||
Financial information of reportable segments | |||||||
Net sales | 94.8 | ||||||
Operating Income (Loss) | 10.6 | ||||||
Currency Impact | Adjustment | Discontinued Operations and Related Allocation Charges | |||||||
Financial information of reportable segments | |||||||
Net sales | 10.4 | ||||||
Operating Income (Loss) | 0.7 | ||||||
Corporate | |||||||
Financial information of reportable segments | |||||||
Net sales | 48.2 | 60.5 | |||||
Operating Income (Loss) | $ (74.4) | $ (66.5) | $ (255.7) | $ (202.6) | (279.7) | ||
Corporate | Previously Reported | Valued at 2019 Management Rates | |||||||
Financial information of reportable segments | |||||||
Operating Income (Loss) | (409.1) | ||||||
Corporate | Previously Reported | Valued at 2020 Management Rates | |||||||
Financial information of reportable segments | |||||||
Operating Income (Loss) | (407.9) | ||||||
Corporate | Adjustment | Fixed Currency Rate Change | |||||||
Financial information of reportable segments | |||||||
Operating Income (Loss) | 1.2 | ||||||
Corporate | Adjustment | Discontinued Operations and Related Allocation Charges | |||||||
Financial information of reportable segments | |||||||
Operating Income (Loss) | $ 128.2 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 9 Months Ended |
Sep. 30, 2020item | |
Environmental matters | |
Number of locations for environmental assessments and remediation | 30 |
NEW ACCOUNTING PRONOUNCEMENTS_2
NEW ACCOUNTING PRONOUNCEMENTS (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
New accounting guidance, cumulative effect | $ 8,079.9 | $ 9,993.7 | |
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-13 | |||
New accounting guidance, cumulative effect | $ (4.3) |
NEW ACCOUNTING PRONOUNCEMENTS -
NEW ACCOUNTING PRONOUNCEMENTS - Valuation Allowance and Reserves (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Accounts Receivable and Allowance for Doubtful Accounts | ||
Allowance for doubtful accounts, returns and credits | $ 15.3 | $ 15.5 |
Activity in the allowance for doubtful accounts | ||
Allowance for doubtful accounts, beginning balance | 55.5 | 52.4 |
Bad debt expense | 54.6 | 16.9 |
Write-offs | (25) | (14.2) |
Other | (1.2) | (1.5) |
Allowance for doubtful accounts, ending balance | 88.2 | $ 53.6 |
Accounting Standards Update 2016-13 | Adjustment. | ||
Activity in the allowance for doubtful accounts | ||
Allowance for doubtful accounts, ending balance | $ 4.3 |