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SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended
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Dec. 31, 2022
SIGNIFICANT ACCOUNTING POLICIES |
Principles of Consolidation | Principles of Consolidation ​ The consolidated financial statements include the accounts of the Company and all subsidiaries in which the Company has a controlling financial interest. Investments in companies, joint ventures or partnerships in which the Company does not have control but has the ability to exercise significant influence over operating and financial decisions, are reported using the equity method of accounting. The alternative method of accounting is used in circumstance where the Company’s investments in companies, joint ventures and partnerships neither provide it control or significant influence over the investee and for investments that do not have readily identifiable fair values. Investments accounted for under the alternative method are recorded at cost and adjusted for impairments, if any, or observable price changes of the same or similar securities issued by the investee. International subsidiaries are included in the financial statements on the basis of their U.S. GAAP November 30 fiscal year ends to facilitate the timely inclusion of such entities in the Company’s consolidated financial reporting. All intercompany transactions and profits are eliminated in consolidation.
Use of Estimates | Use of Estimates ​ The preparation of the Company’s financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. The Company’s critical accounting estimates include revenue recognition, litigation and environmental reserves, actuarially determined liabilities, income taxes, long-lived assets, intangible assets and goodwill. ​
Foreign Currency Translation | ​
Concentration of Credit Risk | Concentration of Credit Risk ​ Credit risk represents the accounting loss that would be recognized at the reporting date if counterparties failed to perform as contracted. The Company believes the likelihood of incurring material losses due to concentration of credit risk is minimal. The principal financial instruments subject to credit risk are as follows: ​ Cash and Cash Equivalents - The Company maintains cash deposits with major banks, which from time to time may exceed insured limits. The possibility of loss related to financial condition of major banks has been deemed minimal. Additionally, the Company’s investment policy limits exposure to concentrations of credit risk and changes in market conditions. ​ Accounts Receivable - A large number of customers in diverse industries and geographies, as well as the practice of establishing reasonable credit lines, limits credit risk. Based on historical trends and experiences, the allowance for expected credit losses is adequate to cover expected credit risk losses. ​ Foreign Currency and Interest Rate Contracts and Derivatives - Exposure to credit risk is limited by internal policies and active monitoring of counterparty risks. In addition, the Company uses a diversified group of major international banks and financial institutions as counterparties. The Company does not anticipate nonperformance by any of these counterparties. ​
Cash and Cash Equivalents | Cash and Cash Equivalents ​ Cash equivalents include highly-liquid investments with a maturity of three months or less when purchased.
Accounts Receivable and Allowance for Expected Credit Losses | Accounts Receivable and Allowance for Expected Credit Losses ​ Accounts receivable are carried at the invoiced amounts, less an allowance for expected credit losses, and generally do not bear interest. The Company’s allowance for expected credit losses estimates the amount of expected future credit losses by analyzing accounts receivable balances by age and applying historical write-off and collection experience. The Company’s estimates separately consider macroeconomic trends, specific circumstances and credit conditions of customer receivables. Account balances are written off against the allowance when it is determined the receivable will not be recovered. ​ The Company’s allowance for the expected return of products shipped and credits related to pricing or quantities shipped was $59 million, $19 million, and $16 million as of December 31, 2022, 2021 and 2020, respectively. Returns and credit activity is recorded directly as a reduction to revenue. ​ The following table summarizes the activity in the allowance for expected credit losses: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(millions) | ​ | 2022 |  | 2021 |  | 2020
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Beginning balance | ​ | ​ | $52.8 | ​ | ​ | ​ | $68.4 | ​ | ​ | ​ | $38.8
Adoption of new standard | ​ | ​ | - | ​ | ​ | ​ | - | ​ | ​ | ​ | 4.3
Bad debt expense | ​ |  | 38.1 | ​ | ​ |  | 15.0 | ​ | ​ |  | 57.7
Write-offs | ​ |  | (21.1) | ​ | ​ |  | (27.4) | ​ | ​ |  | (31.6)
Other (a) | ​ |  | 2.1 | ​ | ​ |  | (3.2) | ​ | ​ |  | (0.8)
Ending balance | ​ | ​ | $71.9 | ​ | ​ | ​ | $52.8 | ​ | ​ | ​ | $68.4
​
(a) | Other amounts are primarily the effects of changes in currency translations and acquired balances.
​
Inventory Valuations | Inventory Valuations ​ Inventories are valued at the lower of cost or net realizable value. Certain U.S. inventory costs are determined on a last-in, first-out (“LIFO”) basis. LIFO inventories represented 29% and 27% of consolidated inventories as of December 31, 2022 and 2021, respectively. All other inventory costs are determined using either the average cost or first-in, first-out (“FIFO”) methods. Inventory values at FIFO, as shown in Note 6, approximate replacement cost. ​
Property, Plant and Equipment | Property, Plant and Equipment ​ Property, plant and equipment assets are stated at cost. Merchandising and customer equipment consists principally of various dispensing systems for the Company’s cleaning and sanitizing products, warewashing machines and process control and monitoring equipment. Certain dispensing systems capitalized by the Company are accounted for on a mass asset basis, whereby equipment is capitalized and depreciated as a group and written off when fully depreciated. The Company capitalizes both internal and external costs to develop or purchase computer software. Costs incurred for data conversion, training and maintenance associated with capitalized software are expensed as incurred. Expenditures for major renewals and improvements, which significantly extend the useful lives of existing plant and equipment, are capitalized and depreciated. Expenditures for repairs and maintenance are charged to expense as incurred. Upon retirement or disposition of plant and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in income. ​ Depreciation is charged to operations using the straight-line method over the assets’ estimated useful lives ranging from 5 to 40 years for buildings and leasehold improvements, 3 to 20 years for machinery and equipment, 3 to 20 years for merchandising and customer equipment and 3 to 7 years for capitalized software. The straight-line method of depreciation reflects an appropriate allocation of the cost of the assets to earnings in proportion to the amount of economic benefits obtained by the Company in each reporting period. Depreciation expense was $619 million, $604 million and $594 million for 2022, 2021 and 2020, respectively. ​
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets ​ Goodwill ​ Goodwill arises from the Company’s acquisitions and represents the excess of the fair value of the purchase consideration exchanged over the fair value of net assets acquired. The Company’s reporting units are largely its operating segments. Following the acquisition of Purolite in December 2021, the Company’s Life Sciences Operating Segment consists of the Purolite and Global Life Sciences Reporting Units. 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 completes an interim goodwill impairment assessment of that reporting unit prior to the next annual assessment. If the results of an annual or interim goodwill impairment 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 2022, the Company completed its annual goodwill impairment assessment for eleven of its twelve reporting units using discounted cash flow analyses that incorporated assumptions regarding future growth rates, terminal values and discount rates. The Company’s goodwill impairment assessments for 2022 indicated the estimated fair values of each of these eleven reporting units exceeded the carrying amounts of the respective reporting unit by a significant margin. Given the recent acquisition of Purolite, the Company’s annual goodwill impairment assessment of the Purolite Reporting Unit was qualitative in nature and considered information regarding its operations, financial performance and the macroeconomic environment. After weighting both positive and negative information, it is more likely than not that the fair value of the Purolite Reporting Unit exceeds its carrying amount. No events were noted during the second half of 2022 that required completion of an interim goodwill impairment assessment for any of our twelve reporting units. 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 were as follows: ​
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​ | ​ | ​ | ​ | Global | ​ | Global | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Global | ​ | Institutional | ​ | Healthcare & | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(millions) |  | Industrial |  | & Specialty |  | Life Sciences | ​ | Other |  | Total | ​ |
December 31, 2020 | ​ | ​ | $4,287.9 | ​ | ​ | $564.1 | ​ | ​ | $909.8 | ​ | ​ | $245.1 | ​ | ​ | $6,006.9 | ​ | ​
Current year business combinations (a) | ​ |  | 6.9 | ​ | ​ | 17.2 | ​ | ​ | 2,123.2 | ​ | ​ | - | ​ | ​ | 2,147.3 | ​ | ​
Prior year business combinations (b) | ​ | ​ | (0.9) | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | (0.9) | ​ | ​
Effect of foreign currency translation | ​ |  | (23.8) | ​ | ​ | (4.8) | ​ | ​ | (58.8) | ​ | ​ | (2.0) | ​ | ​ | (89.4) | ​ | ​
December 31, 2021 | ​ | ​ | $4,270.1 | ​ | ​ | $576.5 | ​ | ​ | $2,974.2 | ​ | ​ | $243.1 | ​ | ​ | $8,063.9 | ​ | ​
Prior year business combinations (b) | ​ | ​ | 0.4 | ​ | ​ | - | ​ | ​ | 253.4 | ​ | ​ | - | ​ | ​ | 253.8 | ​ | ​
Effect of foreign currency translation | ​ | ​ | (188.7) | ​ | ​ | (8.9) | ​ | ​ | (102.2) | ​ | ​ | (5.2) | ​ | ​ | (305.0) | ​ | ​
December 31, 2022 | ​ | ​ | $4,081.8 | ​ | ​ | $567.6 | ​ | ​ | $3,125.4 | ​ | ​ | $237.9 | ​ | ​ | $8,012.7 | ​ | ​
​
(a) | Represents goodwill associated with current year acquistions. For 2021, approximately $2,209 million of goodwill related to businesses acquired is expected to be tax deductible related to the acquisitions of Purolite and National Wiper Alliance, Inc. (refer to Footnote 4 for additional information).
(b) | Represents purchase price allocation adjustments for acquisitions deemed preliminary as of the end of the prior year.
​ Other Intangible Assets ​ The Nalco trade name is the Company’s only indefinite life intangible asset, which is tested for impairment on an annual basis during the second quarter. During the second quarter of 2022, 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 rate and discount rates. The Company’s Nalco trade name impairment assessment for 2022 indicated the estimated fair value of the Nalco trade name exceeded its $1.2 billion carrying amount by a significant margin. No events were noted during the second half of 2022 that required completion of an interim impairment assessment of our Nalco trade name. There has been no impairment of the Nalco trade name intangible asset since it was acquired. ​ The Company’s intangible assets subject to amortization include customer relationships, trademarks, patents and other technology primarily acquired through business acquisitions. The fair value of intangible assets acquired in business acquisitions are 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. The weighted-average useful life of amortizable intangible assets was 15 years as of December 31, 2022 and 2021. ​ The weighted-average useful life by type of amortizable asset at December 31, 2022 were as follows: ​ (years)
​ | ​ | ​
Customer relationships |  | 15
Patents |  | 14
Trademarks |  | 13
Other technology |  | 12
​ The straight-line method of amortization reflects an appropriate allocation of the cost of the intangible assets to earnings in proportion to the amount of economic benefits obtained by the Company in each reporting period. The Company evaluates the remaining useful life of its intangible assets subject to amortization each reporting period to determine whether events and circumstances warrant a change to the estimated remaining period of amortization. If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset will be amortized prospectively over the updated remaining useful life. Amortization expense related to other intangible assets during the last three years and future estimated amortization were as follows: ​
​ | ​ | ​ | ​
(millions) | ​ | ​ | ​
2020 | ​ | $219 | ​
2021 |  | 239 | ​
2022 |  | 320 |
2023 |  | 299 | ​
2024 |  | 291 | ​
2025 |  | 285 | ​
2026 |  | 271 | ​
2027 |  | 146 | ​
​
Long-Lived Assets | ​ Long-Lived Assets ​ The Company reviews its long-lived and amortizable intangible assets for impairment when significant events or changes in business circumstances indicate that the carrying amount of the assets, or asset group to which it is assigned, may not be recoverable. Such circumstances may include a significant decrease in the market price of an asset or asset group, a significant adverse change in the manner in which the asset or asset group is being used or history of cash flow losses associated with the use of an asset or asset group. Impairment losses could occur when the carrying amount of an asset or asset group exceeds the anticipated future undiscounted cash flows expected to result from the use of the asset or asset group and its eventual disposition. The amount of the impairment loss to be recorded, if any, is calculated by the excess of the asset’s or asset group’s carrying value over its fair value. ​ In addition, the Company periodically reassesses the estimated remaining useful lives of its long-lived assets. Changes to estimated useful lives would impact the amount of depreciation and amortization recorded in earnings. The Company has not experienced significant changes in the carrying amount or estimated remaining useful lives of its long-lived or amortizable intangible assets.
Rental and Leases, Lessee | Lessee ​ The Company determines whether a lease exists at the inception of the arrangement. In assessing whether a contract is or contains a lease, the Company evaluates whether the arrangement conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company accounts for lease components separately from the nonlease components (e.g., common-area maintenance costs, property taxes, parking, etc.). Operating leases are recorded in operating lease assets, other current liabilities and operating lease liabilities in the Consolidated Balance Sheets. ​ Operating lease assets and operating lease liabilities are measured and recognized based on the present value of the future minimum lease payments over the estimated lease term at the lease commencement date. The Company uses the rate implicit in the lease when available or determinable. When the rate implicit in the lease is not determinable, the Company uses its incremental borrowing rate based on the information available at the lease commencement date to determine the present value of future payments. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease payments are not included in the lease liability and are recognized as incurred. The Company identified real estate, vehicles and other equipment as the primary classes of its leases. Certain leases with a similar class of underlying assets are accounted for as a portfolio of leases. ​ The Company does not record operating lease assets or liabilities for leases with terms of twelve months or less. Those lease payments are recognized in the Consolidated Statements of Income over the lease term as incurred. ​ Many of the Company’s leases include options to renew or cancel, which are at the Company’s sole discretion. Renewal terms can extend the lease term from one month to multiple years, whereas, cancellation terms can shorten the lease term by multiple years. The lease start date is the date when the leased asset is available for use and in possession of the Company. The lease end date, which includes any options to renew or cancel that are reasonably certain to be exercised, is based on the terms of the contract. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The Company’s lease agreements do not contain any material restrictive covenants.
Rental and Leases, Lessor | Lessor ​ The Company accounts for lease and nonlease components separately. The nonlease components, such as product and service revenue, are accounted for under Topic 606 Revenue from Contracts with Customers, refer to Note 18 for more information. Revenue from leasing equipment is recognized on a straight-line basis over the life of the lease. Cost of sales includes the depreciation expense for assets under operating leases. The assets are depreciated over their estimated useful lives. Initial lease terms range from one year to five years and most leases include renewal options. ​ Lease contracts convey the right for the customer to control the equipment for a period of time as defined by the contract. There are no options for the customer to purchase the equipment and therefore the equipment remains the property of the Company at the end of the lease term. Refer to Note 14 for additional information regarding rental and leases.
Income Taxes | ​ Income Taxes ​ Income taxes are recognized during the period in which transactions enter into the determination of financial statement income, with deferred income taxes provided for the tax effect of temporary differences between the carrying amount of assets and liabilities and their tax bases. The Company records a valuation allowance to reduce its deferred tax assets when uncertainty regarding their realizability exists. Relevant factors in determining the realizability of deferred tax assets include historical results, sources of future taxable income, the expected timing of the reversal of temporary differences, tax planning strategies and the expiration dates of the various tax attributes. The Company records liabilities for income tax uncertainties in accordance with the U.S. GAAP recognition and measurement criteria guidance. The Company has elected the period cost method and considers the estimated global intangible low taxed income (“GILTI”) impact in tax expense. The Company recognizes interest and penalties related to income tax uncertainties in the income tax provision. ​ The CHIPS Act (CHIPS) was signed into U.S. law on August 9, 2022. CHIPS includes incentives for domestic semiconductor manufacturing for expenditures incurred after December 31, 2022. The Company continues to assess qualification for the new tax incentives but does not anticipate CHIPS to have a material impact on the Company’s financial statements. ​ The Inflation Reduction Act (IRA) includes a corporate alternative minimum tax on certain large corporations, incentives to address climate change mitigation and other non-income tax provisions, including an excise tax on the repurchase of corporate stock. The IRA is effective January 1, 2023. The Company continues to assess the impact of the IRA and qualification for new tax incentives but does not anticipate the IRA to have a material impact on the Company’s financial statements. ​ Refer to Note 13 for additional information regarding income taxes. ​
Share-based compensation | Share-Based Compensation ​ The Company measures compensation expense for share-based awards at fair value at the date of grant and recognizes compensation expense over the service period for awards expected to vest. The majority of grants to retirement eligible recipients (age 55 with required years of service) are recorded to expense using the non-substantive vesting method and are fully expensed over a six-month period following the date of grant. In addition, the Company includes a forfeiture estimate in the amount of compensation expense being recognized based on an estimate of the number of outstanding awards expected to vest. ​ All excess tax benefits or deficiencies are recognized as discrete income tax items on the Consolidated Statements of Income. The extent of excess tax benefits is subject to variation in stock price and stock option exercises. Refer to Note 12 for additional information regarding equity compensation plans. ​
Restructuring Activities | Restructuring Activities ​ The Company’s restructuring activities are associated with plans to enhance its efficiency, effectiveness and sharpen its competitiveness. These restructuring plans include net costs associated with significant actions involving employee-related severance charges, contract termination costs and asset write-downs and disposals. Employee termination costs are largely based on policies and severance plans, and include personnel reductions and related costs for severance, benefits and outplacement services. These charges are reflected in the quarter in which the actions are probable and the amounts are estimable, which typically is when management approves the associated actions. Contract termination costs include charges to terminate leases prior to the end of their respective terms and other contract termination costs. Asset write-downs and disposals include leasehold improvement write-downs, other asset write-downs associated with combining operations and disposal of assets. Refer to Note 3 for additional information regarding restructuring activities. ​
Revenue Recognition | Revenue Recognition ​ Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing service. ​ Product and Sold Equipment ​ Revenue from product and sold equipment is recognized when obligations under the terms of a contract with the customer are satisfied, which generally occurs with the transfer of the product or delivery of the equipment. ​ Service and Lease Equipment ​ Revenue from service and leased equipment is recognized when the services are provided, or the customer receives the benefit from the leased equipment, which is over time. Service revenue is recognized over time utilizing an input method and aligns with when the services are provided. Typically, revenue is recognized 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. ​ Other Considerations ​ Contracts with customers may include multiple performance obligations. For contracts with multiple performance obligations, the consideration is allocated between products and services based on their stand-alone selling prices. Stand-alone selling prices are generally based on the prices charged to customers when the good or service is not bundled with other product or services or using an expected cost plus margin. Judgment is used in determining the amount of service that is embedded within the Company’s contracts, which is based on the amount of time spent on the performance obligation activities. The level of effort, including the estimated margin that would be charged, is used to determine the amount of service revenue. Depending on the terms of the contract, the Company may defer the recognition of revenue when a future performance obligation has not yet occurred. ​ Taxes assessed by a governmental authority that are both imposed on, and concurrent with, a specific revenue-producing transaction, which are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight are recognized in cost of sales when control over the product has transferred to the customer. ​ Other estimates used in recognizing revenue include allocating variable consideration to customer programs and incentive offerings, including pricing arrangements, promotions and other volume-based incentives at the time the sale is recorded. These estimates are based primarily on historical experience and anticipated performance over the contract period. Based on the certainty in estimating these amounts, they are included in the transaction price of the contracts and the associated remaining performance obligations. The Company recognizes revenue when collection of the consideration expected to be received in exchange for transferring goods or providing services is probable. The Company’s revenue policies do not provide for general rights of return. Estimates used in recognizing revenue include the delay between the time that products are shipped and when they are received by customers, when title transfers and the amount of credit memos issued in subsequent periods. Depending on market conditions, the Company may increase customer incentive offerings, which could reduce gross profit margins over the term of the incentive.
Earnings Per Common Share | Earnings Per Common Share ​ The difference in the weighted average common shares outstanding for calculating basic and diluted earnings attributable to Ecolab per common share 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 earnings attributable to Ecolab per common share because they would not have had a dilutive effect. ​ The computations of the basic and diluted earnings attributable to Ecolab per share amounts were as follows:
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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(millions, except per share) | ​ | 2022 | ​ | 2021 | ​ | 2020
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net income from continuing operations attributable to Ecolab | ​ | ​ | $1,091.7 | ​ | ​ | ​ | $1,129.9 | ​ | ​ | ​ | $967.4
Net loss from discontinued operations, net of tax | ​ | ​ | - | ​ | ​ | ​ | - | ​ | ​ | ​ | (2,172.5)
Net income (loss) attributable to Ecolab | ​ | ​ | $1,091.7 | ​ | ​ | ​ | $1,129.9 | ​ | ​ | ​ | ($1,205.1)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Weighted-average common shares outstanding | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Basic |  |  | 285.2 | ​ | ​ |  | 286.3 | ​ | ​ |  | 287.0
Effect of dilutive stock options and units |  |  | 1.4 | ​ | ​ |  | 2.8 | ​ | ​ | ​ | 3.3
Diluted |  |  | 286.6 | ​ | ​ |  | 289.1 | ​ | ​ |  | 290.3
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Earnings (loss) attributable to Ecolab per common share | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Basic EPS | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Continuing operations | ​ | ​ | $3.83 | ​ | ​ | ​ | $3.95 | ​ | ​ | ​ | $3.37
Discontinued operations | ​ | ​ | $- | ​ | ​ | ​ | $- | ​ | ​ | ​ | ($7.57)
Earnings (loss) attributable to Ecolab | ​ | ​ | $3.83 | ​ | ​ | ​ | $3.95 | ​ | ​ | ​ | ($4.20)
Diluted EPS | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Continuing operations | ​ | ​ | $3.81 | ​ | ​ | ​ | $3.91 | ​ | ​ | ​ | $3.33
Discontinued operations | ​ | ​ | $- | ​ | ​ | ​ | $- | ​ | ​ | ​ | ($7.48)
Earnings (loss) attributable to Ecolab | ​ | ​ | $3.81 | ​ | ​ | ​ | $3.91 | ​ | ​ | ​ | ($4.15)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Anti-dilutive securities excluded from the computation of diluted EPS |  |  | 3.9 | ​ | ​ |  | 1.9 | ​ | ​ |  | 1.9
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Amounts do not necessarily sum due to rounding. | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​
Fair value measurements | The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, contingent consideration obligations, commercial paper, notes payable, foreign currency forward contracts, interest rate swap agreements, cross-currency swap derivative contracts 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. ​
Derivatives and hedging transactions | The Company uses foreign currency forward contracts, interest rate swap agreements, cross-currency swap derivative contracts 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.
Research and development expenditures | Research expenditures that relate to the development of new products and processes, including significant improvements and refinements to existing products, are expensed as incurred.
Legal 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, which are discussed in Note 13. The Company also has contractual obligations including lease commitments, which are discussed in Note 14. ​ The Company records liabilities when 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, employment, commercial, patent infringement, tort, 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.
Pension and post-retirement benefit plans | Pension and Postretirement Health Care Benefits 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 pension plans, which provide for benefits to employees in excess of limits permitted under its pension plans. The U.S. non-qualified plans are not funded and the recorded benefit obligations for the non-qualified plans were $86 million and $114 million at December 31, 2022 and 2021, respectively. The measurement date used for determining the U.S. pension plan assets and obligations is December 31. ​ Various international subsidiaries have defined benefit pension plans. International plans are funded based on local country requirements. The measurement date used for determining the international pension plan assets and obligations is November 30, the fiscal year end of the Company’s international subsidiaries. ​ The Company provides postretirement health care and life insurance benefits to certain U.S. employees and retirees. The U.S. postretirement health care plans are contributory based on years of service and choice of coverage (family or single), with retiree contributions adjusted annually. The Company also maintains several U.S. postretirement life insurance plans. The measurement date used to determine the U.S. postretirement health care and life insurance plan assets and obligations is December 31. Certain employees outside the U.S. are covered under government-sponsored programs, which are not required to be fully funded. The expense and obligation for providing international postretirement health care benefits are not significant.
Reportable segments | The Company’s organizational structure consists of global business unit and global regional leadership teams. The Company’s eleven 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. ​
Discontinued Operations | Discontinued Operations ​ Discontinued operations comprise those activities that were disposed of during the period or which were classified as held for sale at the end of the period and represent a strategic shift that has or will have a major effect on the Company’s operations and financial results. 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. The ChampionX business is presented on the Consolidated Statements of Income as discontinued operations. Refer to Note 5, Discontinued Operations, for additional information.
New Accounting Pronouncements | New Accounting Pronouncements ​
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Standards That Are Not Yet Adopted:
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Standard |  | Issuance | ​ | Description |  | Adoption |  | Financial Statements | ​
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ASU 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers | ​ | October 2021 | ​ | Update to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. | ​ | January 1, 2023. | ​ | The Company is currently evaluating any potential future impacts on the Company's financial statements, any such changes would be prospective. | ​
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Standards That Were Adopted:
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Standard |  | Issuance | ​ | Description |  | Adoption |  | Financial Statements
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ASU 2020-04 - Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ASU 2021-01 - Reference Rate Reform (Topic 848): Scope ASU 2022-06 - Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 | ​ | March 2020 | ​ | Certain LIBOR rates, widely used reference rates for pricing financial products, were 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 the options and expedients expire on December 31, 2024. | ​ | The Company evaluated contracts whose terms previously included references to LIBOR or one of its equivalents and identified two contracts requiring modifications of the interest rate provisions included therein. The Company applied certain of the expedients included in ASC 848 allowing the Company to account for the contract modifications prospectively. There were no financial statement impacts at the time of modification.
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ASU 2021 -10 - Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance | ​ | November 2021 | ​ | Update to increase the transparency of government assistance including annual disclosure of the types of assistance accounted for under a grant or contribution method of accounting, an entity’s accounting for the assistance, and the effect of the assistance on an entity’s financial statements. | ​ | Annual period beginning January 1, 2022. | ​ | The adoption of this standard did not have a significant impact on the Company's financial statements.
​ ​ 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.

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