ECL 10-K Annual Report Dec. 31, 2022 | Alphaminr
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ECL 10-K Fiscal year ended Dec. 31, 2022

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ECOLAB INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1B. UnresolvedItem 2. PropertiesItem 2. PropertieItem 3. Legal ProceedingsItem 3. LegaItem 4. Mine Safety DisclosuresItem 4. MinePart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 5. MarketItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 7A. QuantitativeItem 8. Financial Statements and Supplementary DataItem 8. FinancialItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9. ChangesItem 9A. Controls and ProceduresItem 9A. ControlsItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 10. DirectorItem 11. Executive CompensationItem 11. ExecutiveItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 12. SecurityItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 13. CertainItem 14. Principal Accounting Fees and ServicesItem 14. PrincipalPart IVItem 15. Exhibit and Financial Statement SchedulesItem 15. ExhibitItem 16. Form 10-k Summary

Exhibits

(2.1) Agreement and Plan of Merger and Reorganization, dated December 18, 2019, by and among Ecolab Inc., ChampionX Holding Inc., Apergy Corporation and Athena Merger Sub, Inc. Incorporated by reference to Exhibit(2.1) of our Form8-K, dated December 18, 2019. (File No.001-9328) (2.2) Separation and Distribution Agreement, dated December 18, 2019, by and among Ecolab Inc., ChampionX Holding Inc. and Apergy Corporation. Incorporated by reference to Exhibit(2.2) of our Form8-K, dated December 18, 2019. (File No.001-9328) (2.3) Stock and Asset Purchase Agreement, dated October 28, 2021, by and among Ecolab Inc., Purolite Corporation, a Delaware corporation (Purolite), Stefan E. Brodie and Don B. Brodie (the Founder Sellers and together with Purolite, the Sellers) and Stefan E. Brodie, solely in his capacity as the representative of the Sellers. Incorporated by reference to Exhibit (2.1) of our Form8-K, dated December 1, 2021. (File No.001-9328) (3.1) Restated Certificate of Incorporation of Ecolab Inc., dated January2, 2013. Incorporated by reference to Exhibit(3.2) of our Form8-K, dated January2, 2013. (File No.001-9328) (3.2) By-Laws, as amended through December3, 2015. Incorporated by reference to Exhibit(3.1) of our Form8-K, dated December3, 2015. (File No.001-9328) (4.3) Second Supplemental Indenture, dated December 8, 2011, between Ecolab Inc., Computershare Trust Company, N.A. (as successor to 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 Form8-K, dated December5, 2011. (File No.001-9328) (4.5) Indenture, dated January 12, 2015, between Ecolab Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as Trustee. Incorporated by reference to Exhibit4.1 of our Form8-K, dated January15, 2015. (File No.001-9328) (4.6) Second Supplemental Indenture, dated July 8, 2015, by and among Ecolab Inc., Computershare Trust Company, N.A. (as successor to 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 Form8-K, dated July8, 2015. (File No.001-9328) (4.8) Fourth Supplemental Indenture, dated October18, 2016, between Ecolab Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as Trustee. Incorporated by reference to Exhibit(4.2) of our Form8-K, dated October13, 2016. (File No.001-9328) (4.10) Fifth Supplemental Indenture, dated December8, 2016, by and among Ecolab Inc., Computershare Trust Company, N.A. (as successor to 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 Form8-K, dated December1, 2016. (File No.001-9328) (4.12) Seventh Supplemental Indenture, dated November27, 2017, between Ecolab Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as Trustee. Incorporated by reference to Exhibit(4.2) of our Form8-K, dated November30, 2017. (File No.001-9328) (4.15) Eighth Supplemental Indenture, dated March 24, 2020, between Ecolab Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as Trustee. Incorporated by reference to Exhibit (4.2) of our Form 8-K filed on March 24, 2020.(File No.001-9328) (4.17) Ninth Supplemental Indenture, dated August 13, 2020, between Ecolab Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as Trustee. Incorporated by reference to Exhibit (4.2) of our Form 8-K filed by Ecolab Inc. on August 13, 2020.(File No.001-9328) (4.20) Tenth Supplemental Indenture, dated August 18, 2021, between Ecolab Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as Trustee. Incorporated by reference to Exhibit (4.2) of our Form 8-K filed on August 19, 2021.(File No.001-9328) (4.22) Eleventh Supplemental Indenture, dated December 15, 2021, between Ecolab Inc. and Computershare Trust Company, N.A., as Trustee. Incorporated by reference to Exhibit (4.2) of our Form 8-K filed by Ecolab Inc. on December 15, 2021.(File No.001-9328) (4.27) Twelfth Supplemental Indenture, dated as of November 17, 2022, between Ecolab Inc. and Computershare Trust Company, N.A., as Trustee. Incorporated by reference to Exhibit (4.2) of our Form 8-K filed by Ecolab Inc. on November 17, 2022. (File No. 001 9328) (4.29) Description of Securities. Incorporated by reference to Exhibit(4.20) of our Form10-K Annual Report for the year ended December31, 2019. (File No.001-9328) (10.1) Third Amended and Restated $2.0 billion 5-Year Revolving Credit Facility, dated as of April 16, 2021, among Ecolab Inc., the lenders party thereto, the issuing lenders party thereto, Bank of America, N.A., as administrative agent and swing line bank, and Citibank, N.A., JPMorgan Chase Bank, N.A. and MUFG Bank, Ltd., as co-syndication agents. Incorporated by reference to Exhibit(10.1) of our Form8-K, dated April 20, 2021. (File No.001-9328) (a) Amended and Restated Dealer Agreement, dated 9 June 2017, between 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), Ecolab Inc. (as Guarantor in respect of the notes issued by Ecolab Lux 1 S. R.L., Ecolab Lux 2 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, Credit Suisse Securities (Europe) Limited, Citigroup Global Markets Europe AG, Credit Suisse Securities Sociedad de Valores S.A. and Credit Suisse International (as Dealers). Incorporated by reference to Exhibit(10.1)(a) of our Form10-Q for the quarter ended June30, 2017. (File No.001-9328) (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 Form10-Q for the quarter ended June30, 2017. (File No.001-9328) (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 Form10-Q for the quarter ended June30, 2017. (File No.001-9328) (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 Form10-Q for the quarter ended June30, 2017. (File No.001-9328) (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, BofA Securities, Inc., Mizuho Securities USA LLC, and Wells Fargo Securities, LLC. Incorporated by reference to Exhibit(10.1)(a) of our Form10-Q for the quarter ended September 30, 2014. (File No.001-9328) (b) Issuing and Paying Agent Agreement, dated September 18, 2017, between Ecolab Inc. and U.S. Bank National Association, as Issuing and Paying Agent (as successor, effective as of June 7, 2021, to MUFG Union Bank, N.A.). Incorporated by reference to Exhibit (10.1)(a) of our Form 10 Q for the quarter ended September 30, 2017. (File No.001-9328) (c) Corporate Commercial Paper Master Note, dated June 7, 2021, together with annex thereto. Incorporated by reference to Exhibit (10.3)(ii) of our Form 10 Q for the quarter ended June 30, 2021. (File No.001-9328) (10.3) (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 Form10-K Annual Report for the year ended December31, 2013. (File No.001-9328) (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 Form10-Q for the quarter ended June30, 2016. (File No.001-9328) (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 10-Q for the quarter ended June30, 2004. (File No.001-9328) (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 Form10-Q for the quarter ended September 30, 2008. (File No.001-9328) (10.4) 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 Form10-K Annual Report for the year ended December31, 2003. (File No.001-9328) (10.5) (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 Form10-K Annual Report for the year ended December31, 2006. See also Exhibit(10.12) hereof. (File No.001-9328) (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 Form8-K, dated December13, 2005. (File No.001-9328) (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 Form10-K Annual Report for the year ended December31, 2009. (File No.001-9328) (vi) Amendment No.5 to the Ecolab Executive Death Benefits Plan, effective as of May6, 2015. Incorporated by reference to Exhibit10.2 of our Form10-Q for the quarter ended June30, 2015. (File No.001-9328) (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 Form8-K dated June23, 2017. (File No.001-9328) (10.6) (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 Form10-K Annual Report for the year ended December31, 2004. See also Exhibit(10.12) hereof. (File No.001-9328). (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 Form10-Q for the quarter ended September 30, 2015. (File No.001-9328) (10.7) (i) Ecolab Supplemental Executive Retirement Plan, as amended and restated, effective as of January1, 2022. Incorporated by reference to Exhibit (10.7)(i) of our Form 10-K Annual Report for the year ended December 31, 2021. (File No. 001 9328). (10.8) (i) Ecolab Mirror Savings Plan, as amended and restated, effective as of January1, 2022. Incorporated by reference to Exhibit (10.8)(i) of our Form 10-K Annual Report for the year ended December 31, 2021. (File No. 001 9328). (10.9) (i) Ecolab Mirror Pension Plan, as amended and restated, effective as of January1, 2022. Incorporated by reference to Exhibit (10.9)(i) of our Form 10-K Annual Report for the year ended December 31, 2021. (File No. 001 9328). (10.10) (i) Ecolab Inc. Administrative Document for Non-Qualified Plans, as amended and restated, effective as of January1, 2022. Incorporated by reference to Exhibit (10.10)(i) of our Form 10-K Annual Report for the year ended December 31, 2021. (File No. 001 9328). (10.11) (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 Form8-K, dated February 26, 2010. (File No.001-9328) (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 Form10-K Annual Report for the year ended December31, 2011. (File No.001-9328) (10.12) Description of Ecolab Management Incentive Plan. Incorporated by reference to Exhibit(10.16) of our Form10-K Annual Report for the year ended December31, 2015. (File No.001-9328) (10.13) (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 Form8-K, dated May2, 2013. (File No.001-9328) (ii) Declaration of Amendment, effective as of February 22, 2019, to Ecolab Inc. 2010 Stock Incentive Plan, as amended and restated, effective as of May 2, 2013. Incorporated by reference to Exhibit(10.3) of our Form10-Q, dated May2, 2019. (File No.001-9328) (iii) 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 Form8-K, dated May6, 2010. (File No.001-9328) (iv) 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 Form8-K, dated May6, 2010. (File No.001-9328) (v) 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.001-9328) (vi) Sample form of Performance-Based Restricted Stock Unit Award Agreement under the Ecolab Inc. 2010 Stock Incentive Plan, adopted December3, 2019. Incorporated by reference to Exhibit (10.15)(ix) of our Form 10-K Annual Report for the year ended December 31, 2019. (File No.001-9328) (vii) Sample form of Performance-Based Restricted Stock Unit Award Agreement under the Ecolab Inc. 2010 Stock Incentive Plan, adopted December3, 2020. Incorporated by reference to Exhibit (10.13)(ix) of our Form 10-K Annual Report for the year ended December 31, 2020. (File No.001-9328) (viii) Sample form of Performance-Based Restricted Stock Unit Award Agreement under the Ecolab Inc. 2010 Stock Incentive Plan, adopted December 1, 2021. Incorporated by reference to Exhibit (10.13)(ix) of our Form 10-K Annual Report for the year ended December 31, 2021. (File No. 001 9328). (10.14) Policy on Reimbursement of Incentive Payments, as amended February 22, 2019. Incorporated by reference to Exhibit (10.16) of our Form 10-K Annual Report for the year ended December 31, 2018. (File No.001-9328) (10.15) Form of Nalco Company Death Benefit Agreement and Addendum to Death Benefit Agreement. Incorporated by reference from Exhibit(99.2) on Form8-K of Nalco Holding Company filed on May11, 2005. (File No.001-32342) (10.16) Employment Transition Severance Agreement, dated November 16, 2022 between Ecolab Inc. and Timothy Mulhere. Filed herewith electronically. (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.