ECL 10-K Annual Report Dec. 31, 2018 | Alphaminr
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ECL 10-K Fiscal year ended Dec. 31, 2018

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ECOLAB INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

(3.1) Restated Certificate of Incorporation of Ecolab Inc., dated January2, 2013. Incorporated by reference to Exhibit(3.2) of our Form8K, dated January2, 2013. (File No.0019328) (3.2) By-Laws, as amended through December3, 2015. Incorporated by reference to Exhibit(3.1) of our Form8K, dated December3, 2015. (File No.0019328) (4.2) Form of Common Stock Certificate effective October2, 2017 Incorporated by reference to Exhibit(4.1) of our Form10Q Quarterly Report for the quarter ended September 30, 2017. (File No.0019328) (4.4) Second Supplemental Indenture, dated December8, 2011, between Ecolab Inc., Wells Fargo Bank, National Association, as Trustee and the Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A., as successor in interest to J.P. Morgan Trust Company, N.A. and Bank One, N.A.), as original trustee. Incorporated by reference to Exhibit(4.2) of our Form8K, dated December5, 2011. (File No.0019328) (4.6) Indenture, dated January12, 2015, between Ecolab Inc. and Wells Fargo Bank, National Association, as Trustee. Incorporated by reference to Exhibit4.1 of our Form8K, dated January15, 2015. (File No.0019328) (4.7) First Supplemental Indenture, dated January15, 2015, between Ecolab Inc. and Wells Fargo Bank, National Association, as Trustee. Incorporated by reference to Exhibit4.2 of our Form8K, dated January15, 2015. (File No.0019328) (4.9) Second Supplemental Indenture, dated July8, 2015, by and among Ecolab Inc., Wells Fargo Bank, National Association, as Trustee, Elavon Financial Services Limited, UK Branch, as paying agent, and Elavon Financial Services Limited, as transfer agent and registrar. Incorporated by reference to Exhibit(4.2) of our Form8K, dated July8, 2015. (File No.0019328) (4.11) Third Supplemental Indenture, dated January14, 2016, between Ecolab Inc. and Wells Fargo Bank, National Association, as Trustee. Incorporated by reference to Exhibit(4.2) of our Form8K, dated January11, 2016. (File No.0019328) (4.13) Fourth Supplemental Indenture, dated October18, 2016, between Ecolab Inc. and Wells Fargo Bank, National Association, as Trustee. Incorporated by reference to Exhibit(4.2) of our Form8K, dated October13, 2016. (File No.0019328) (4.15) Fifth Supplemental Indenture, dated December8, 2016, by and among Ecolab Inc., Wells Fargo Bank, National Association, as Trustee, Elavon Financial Services DAC, UK Branch, as paying agent, and Elavon Financial Services DAC, as transfer agent and registrar. Incorporated by reference to Exhibit(4.2) of our Form8K, dated December1, 2016. (File No.0019328) (4.17) Sixth Supplemental Indenture, dated August 10, 2017, between Ecolab Inc. and Wells Fargo Bank, National Association, as Trustee. Incorporated by reference to Exhibit(4.2) of our Form8K, dated August 10, 2017. (File No.0019328) (4.19) Seventh Supplemental Indenture, dated November27, 2017, between Ecolab Inc. and Wells Fargo Bank, National Association, as Trustee. Incorporated by reference to Exhibit(4.2) of our Form8K, dated November30, 2017. (File No.0019328) (10.1)(i) Second Amended and Restated $2.0 billion 5-Year Revolving Credit Facility, dated November28, 2017, among Ecolab Inc., the lenders party thereto, the issuing banks party thereto, Bank of America, N.A., as administrative agent and swing line bank, and Citibank, N.A., JPMorgan Chase Bank, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-syndication agents. Incorporated by reference to Exhibit(10.1) of our Form8K, dated November30, 2017. (File No.0019328) (10.2) Note Purchase Agreement, dated October27, 2011, by and among Ecolab Inc. and the Purchasers party thereto. Incorporated by reference to Exhibit(10.1) of our Form8K, dated October27, 2011. (File No.0019328) (a) Amended and Restated Dealer Agreement, dated 9June 2017, between Ecolab Inc., Ecolab Lux1 S. R.L., Ecolab Lux 2 S. R.L., Ecolab NL 10 B.V. and Ecolab NL 11 B.V. (as Issuers), Ecolab Inc. (as Guarantor in respect of the notes issued by Ecolab Lux 1 S. R.L., Ecolab Lux2 S. R.L. and Ecolab NL 10 B.V. and Ecolab NL 11 B.V.), Credit Suisse Securities (Europe) Limited (as Arranger), and Citibank Europe plc, UK Branch and Credit Suisse Securities (Europe) Limited (as Dealers). Incorporated by reference to Exhibit(10.1)(a) of our Form10Q for the quarter ended June30, 2017. (File No.0019328) (b) Amended and Restated Note Agency Agreement, dated 9June 2017, between Ecolab Inc., Ecolab Lux1 S. R.L., Ecolab Lux 2 S. R.L., Ecolab NL 10 B.V. Ecolab NL 11 B.V. (as Issuers), Ecolab Inc. (as Guarantor in respect of the notes issued by Ecolab Lux1 S. R.L., Ecolab Lux 2 S. R.L., Ecolab NL 10 B.V. and Ecolab NL 11 B.V.), and Citibank, N.A., London Branch (as Issue and Paying Agent). Incorporated by reference to Exhibit(10.1)(b) of our Form10Q for the quarter ended June30, 2017. (File No.0019328) (c) Deed of Covenant made on 9June 2017 by Ecolab Inc., Ecolab Lux 1 S. R.L., Ecolab Lux 2 S. R.L., Ecolab NL 10 B.V. and Ecolab NL 11 B.V. (as Issuers) Incorporated by reference to Exhibit(10.1)(c) of our Form10Q for the quarter ended June30, 2017. (File No.0019328) (d) Deed of Guarantee made on 9June 2017 by Ecolab Inc.(in respect of notes issued by Ecolab Lux 1 S. R.L., Ecolab Lux 2 S. R.L., Ecolab NL 10 B.V. and Ecolab NL 11 B.V.) Incorporated by reference to Exhibit(10.1)(d) of our Form10Q for the quarter ended June30, 2017. (File No.0019328) (a) Form of Commercial Paper Dealer Agreement for 4(a)(2) Program, dated September 22, 2014. The dealers for the program are Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, BofAML Securities, Inc., Mizuho Securities USA Inc., and Wells Fargo Securities, LLC. Incorporated by reference to Exhibit(10.1)(a) of our Form10Q for the quarter ended September 30, 2014. (File No.0019328) (b) Issuing and Paying Agency Agreement, dated September 18, 2017, between Ecolab Inc. and MUFG Union Bank, N.A., as Issuing and Paying Agent. Incorporated by reference to Exhibit(10.1)(a) of our Form10Q for the quarter ended September 30, 2017. (File No.0019328) (c) Corporate Commercial Paper Master Note, dated September 18, 2017, together with annex thereto. Incorporated by reference to Exhibit(10.1)(b) of our Form10Q for the quarter ended September 30, 2017. (File No.0019328) (10.4) (i) Ecolab Inc. 2001 Non-Employee Director Stock Option and Deferred Compensation Plan, as amended and restated, effective as of August 1, 2013. Incorporated by reference to Exhibit(10.6) of our Form10K Annual Report for the year ended December31, 2013. (File No.0019328) (ii) Declaration of Amendment, dated May5, 2016, to Ecolab Inc. 2001 Non-Employee Director Stock Option and Deferred Compensation Plan, as amended and restated, effective as of August 1, 2013. Incorporated by reference to Exhibit(10.1) of our Form10Q for the quarter ended June30, 2016. (File No.0019328) (iii) Master Agreement Relating to Periodic Options, as amended, effective as of May1, 2004. Incorporated by reference to Exhibit(10)D(ii) of our Form 10Q for the quarter ended June30, 2004. (FileNo.0019328) (iv) Amendment No.1 to Master Agreement Relating to Periodic Options, as amended, effective as of May2, 2008. Incorporated by reference to Exhibit(10)B of our Form10Q for the quarter ended September 30, 2008. (File No.0019328) (10.5) (i) Note Purchase Agreement, dated July26, 2006, by and among Ecolab Inc. and the Purchasers party thereto. Incorporated by reference to Exhibit(10) of our Form8K, dated July26, 2006. (File No.0019328) (ii) First Amendment, dated October27, 2011, to Note Purchase Agreement, dated July26, 2006, by and among Ecolab Inc. and the Noteholders party thereto. Incorporated by reference to Exhibit(10.2) of our Form8K, dated October27, 2011. (File No.0019328) (10.6) Form of Director Indemnification Agreement. Substantially identical agreements are in effect as to each of our directors. Incorporated by reference to Exhibit(10)I of our Form10K Annual Report for the year ended December31, 2003. (File No.0019328) (10.7) (i) Ecolab Executive Death Benefits Plan, as amended and restated, effective as of March 1, 1994. Incorporated by reference to Exhibit(10)H(i) of our Form10K Annual Report for the year ended December31, 2006. See also Exhibit(10.12) hereof. (File No.0019328) (iv) Amendment No.3 to the Ecolab Executive Death Benefits Plan, effective as of August 12, 2005. Incorporated by reference to Exhibit(10)B of our Form8K, dated December13, 2005. (File No.0019328) (v) Amendment No.4 to the Ecolab Executive Death Benefits Plan, effective as of January1, 2005. Incorporated by reference to Exhibit(10)H(v) of our Form10K Annual Report for the year ended December31, 2009. (File No.0019328) (vi) Amendment No.5 to the Ecolab Executive Death Benefits Plan, effective as of May6, 2015. Incorporated by reference to Exhibit10.2 of our Form10Q for the quarter ended June30, 2015. (File No.0019328) (vii) Amendment No.6 to the Ecolab Executive Death Benefits Plan, effective as of June23, 2017 Incorporated by reference to Exhibit10.1(vii) of Ecolabs Form8K dated June23, 2017. (File No.0019328) (10.8) (i) Ecolab Executive Long-Term Disability Plan, as amended and restated, effective as of January1, 1994. Incorporated by reference to Exhibit(10)I of our Form10K Annual Report for the year ended December31, 2004. See also Exhibit(10.12) hereof. (File No.0019328). (ii) Amendment No.1 to the Ecolab Executive Long-Term Disability Plan, effective as of August 21, 2015. Incorporated by reference to Exhibit10.1 of our Form10Q for the quarter ended September 30, 2015. (File No.0019328) (10.9) (i) Ecolab Supplemental Executive Retirement Plan, as amended and restated, effective as of January1, 2014. Incorporated by reference to Exhibit10.11 of our Form10K Annual Report for the year ended December31, 2013. See also Exhibit(10.12) hereof. (File No.0019328). (ii) Amendment No.1 to the Ecolab Supplemental Executive Retirement Plan, effective as of May6, 2015. Incorporated by reference to Exhibit10.1 of our Form10Q for the quarter ended June30, 2015. (File No.0019328) (10.10) Ecolab Mirror Savings Plan, as amended and restated, effective as of January1, 2014. Incorporated by reference to Exhibit10.12 of our Form10K Annual Report for the year ended December31, 2013. See also Exhibit(10.12) hereof. (File No.0019328) (10.11) Ecolab Mirror Pension Plan, as amended and restated, effective as of January1, 2014. Incorporated by reference to Exhibit10.13 of our Form10K Annual Report for the year ended December31, 2013. See also Exhibit(10.12) hereof. (File No.0019328). (10.12) (i) Ecolab Inc. Administrative Document for Non-Qualified Plans, as amended and restated, effective as of January1, 2011. Incorporated by reference to Exhibit(10.16) of our Form10K Annual Report for the year ended December31, 2011. (File No.0019328) (ii) Amendment No.1 to the Ecolab Inc. Administrative Document for Non-Qualified Plans, effective as of January1, 2013. Incorporated by reference to Exhibit(10.14)(II) of our Form10K Annual Report for the year ended December31, 2013. (File No.0019328) (10.13) (i) Ecolab Inc. Change in Control Severance Compensation Policy, as amended and restated, effective as of February 26, 2010. Incorporated by reference to Exhibit(10) of our Form8K, dated February 26, 2010. (File No.0019328) (ii) Amendment No.1 to Ecolab Inc. Change-in-Control Severance Policy, as amended and restated, effective as of February 26, 2010. Incorporated by reference to Exhibit(10.18)(ii) of our Form10K Annual Report for the year ended December31, 2011. (File No.0019328) (10.14) Description of Ecolab Management Incentive Plan. Incorporated by reference to Exhibit(10.16) of our Form10K Annual Report for the year ended December31, 2015. (File No.0019328) (10.15) (i) Ecolab Inc. 2010 Stock Incentive Plan, as amended and restated, effective as of May2, 2013. Incorporated by reference to Exhibit(10.1) of our Form8K, dated May2, 2013. (File No.0019328) (ii) Sample form of Non-Statutory Stock Option Agreement under the Ecolab Inc. 2010 Stock Incentive Plan, adopted May6, 2010. Incorporated by reference to Exhibit(10)B of our Form8K, dated May6, 2010. (File No.0019328) (iii) Sample form of Restricted Stock Award Agreement under the Ecolab Inc. 2010 Stock Incentive Plan, adopted May6, 2010. Incorporated by reference to Exhibit(10)C of our Form8K, dated May6, 2010. (File No.0019328) (iv) Sample form of Restricted Stock Unit Award Agreement under the Ecolab Inc. 2010 Stock Incentive Plan, adopted August 4, 2010. Incorporated by reference to Exhibit(10)A of our Form10-Q, for the quarter ended September 30, 2010. (File No.0019328) (v) Sample form of Performance-Based Restricted Stock Unit Award Agreement under the Ecolab Inc. 2010 Stock Incentive Plan, adopted December 2, 2015. Incorporated by reference to Exhibit(10.17)(vi) of our Form10K Annual Report for the year ended December31, 2015. (File No.0019328) (vi) Sample form of Performance-Based Restricted Stock Unit Award Agreement under the Ecolab Inc. 2010 Stock Incentive Plan, adopted December 7, 2016. Incorporated by reference to Exhibit(10.16)(vii) of our Form10K Annual Report for the year ended December31, 2016. (File No.0019328) (vii) Sample form of Performance-Based Restricted Stock Unit Award Agreement under the Ecolab Inc. 2010 Stock Incentive Plan, adopted December6, 2017. Incorporated by reference to Exhibit(10.16)(viii) of our Form10K Annual Report for the year ended December31, 2017. (File No.0019328) (viii) Sample form of Performance-Based Restricted Stock Unit Award Agreement under the Ecolab Inc. 2010 Stock Incentive Plan, adopted December4, 2018. Filed herewith electronically. (10.16) Policy on Reimbursement of Incentive Payments, as amended February 22, 2019. Filed herewith electronically. (10.17) Second Amended and Restated Nalco Holding Company 2004 Stock Incentive Plan, effective as of December1, 2011. Incorporated by reference to Exhibit(4.3) of our Post-Effective Amendment No.1 on FormS8 to FormS4 Registration Statement dated December2, 2011. (File No.0019328) (10.18) Form of Nalco Company Death Benefit Agreement and Addendum to Death Benefit Agreement. Incorporated by reference from Exhibit(99.2) on Form8K of Nalco Holding Company filed on May11, 2005. (File No.00132342) (14.1) Ecolab Code of Conduct, as amended November26, 2012. Incorporated by reference to Exhibit(14.1) of our Form10K Annual Report for the year ended December31, 2012. (File No.0019328) (21.1) List of Subsidiaries. Filed herewith electronically. (23.1) Consent of Independent Registered Public Accounting Firm. Filed herewith electronically. (24.1) Powers of Attorney. Filed herewith electronically. (31.1) Rule 13a-14(a) CEO Certification. Filed herewith electronically. (31.2) Rule 13a-14(a) CFO Certification. Filed herewith electronically. (32.1) Section 1350 CEO and CFO Certifications. Filed herewith electronically.