ECL 10-K Annual Report Dec. 31, 2023 | Alphaminr
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ECL 10-K Fiscal year ended Dec. 31, 2023

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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 1C. CybersecurityItem 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. (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. (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. (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. (3.2) By-Laws, as amended through May 24, 2023. Incorporated by reference to Exhibit(3.1) of our Form8-K, dated May 4, 2023. (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. (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. (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. (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. (4.10) 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. (4.13) 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. (4.15) 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 on August 13, 2020. (4.18) 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. (4.20) 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 on December 15, 2021. (4.24) 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 on November 17, 2022. (4.27) Description of Securities. Filed herewith electronically. (10.1) (i) 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. (ii) First Amendment, dated as of March 17, 2023, to the Third Amended and Restated Multicurrency Credit Agreement dated as of April 16, 2021, among Ecolab Inc., the banks from time to time party thereto and Bank of America, N.A., as Agent. Incorporated by reference to Exhibit (10.1) of our Form 10-Q, for the quarter ended March 31, 2023. (a) Amended and Restated Dealer Agreement, dated 30 October 2023, between Ecolab Inc., Ecolab NL 10 B.V., Ecolab NL 11 B.V. and Nalco Overseas Holding B.V. (as Issuers), Ecolab Inc. (as Guarantor in respect of the notes issued by Ecolab NL 10 B.V., Ecolab NL 11 B.V. and Nalco Overseas Holding B.V.), Barclays Bank PLC (as Arranger), and Barclays Bank Ireland PLC, Barclays Bank PLC, Citigroup Global Markets Europe AG and Citigroup Global Markets Limited (as Dealers). Filed herewith electronically. (b) Amended and Restated Note Agency Agreement, dated 30 October 2023, between Ecolab Inc., Ecolab NL 10 B.V. Ecolab NL 11 B.V. and Nalco Overseas Holding B.V. (as Issuers), Ecolab Inc. (as Guarantor in respect of the notes issued by Ecolab NL 10 B.V., Ecolab NL 11 B.V. and Nalco Overseas Holding B.V.), and Citibank, N.A., London Branch (as Issue and Paying Agent). Filed herewith electronically. (c) Deed of Covenant made on 30 October 2023 by Ecolab Inc., Ecolab NL 10 B.V., Ecolab NL 11 B.V. and Nalco Overseas Holding B.V. (as Issuers). Filed herewith electronically. (d) Deed of Guarantee made on 30 October 2023 by Ecolab Inc. (in respect of notes issued by Ecolab NL 10 B.V., Ecolab NL 11 B.V. and Nalco Overseas Holding B.V.). Filed herewith electronically. (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., 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. (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. (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. (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. (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. (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. (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. (10.4) Form of Indemnification Agreement, effective as of December 7, 2023. Substantially identical agreements are in effect as to each of our directors and certain of our officers. Filed herewith electronically. (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. (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. (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. (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. (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. (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.. (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. (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.. (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.. (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.. (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.. (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. (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. (10.12) Description of Ecolab Management Incentive Plan. Filed herewith electronically. (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 Form 8-K, dated May 2, 2013. (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, for the quarter ended March 31, 2019. (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. (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. (v) 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. (vi) 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.. (10.14) (i) Ecolab Inc. 2023 Stock Incentive Plan, as amended and restated, effective as of May 4, 2023. Incorporated by reference to Exhibit(10.1) of our Form10-Q, for the quarter ended June 30, 2023. (ii) Sample form of Non-Statutory Stock Option Agreement under the Ecolab Inc. 2023 Stock Incentive Plan, adopted May 4, 2023. Incorporated by reference to Exhibit(10.2) of our Form10-Q, for the quarter ended June 30, 2023. (iii) Sample form of Restricted Stock Unit Award Agreement under the Ecolab Inc. 2023 Stock Incentive Plan, adopted May 4, 2023. Incorporated by reference to Exhibit(10.4) of our Form10-Q, for the quarter ended June 30, 2023. (iv) Sample form of Performance-Based Restricted Stock Unit Award Agreement under the Ecolab Inc. 2023 Stock Incentive Plan, adopted December 6, 2023. Filed herewith electronically. (10.15) Nalco Company Supplemental Retirement Income Plan, as Amended and Restated effective as of December 31, 2012. Incorporated by reference to Exhibit (10.3) of our Form 10-Q, for the quarter ended March 31, 2023. (10.16) Nalco Company Supplemental Profit Sharing Plan, as Amended and Restated effective as of December 31, 2012. Incorporated by reference to Exhibit (10.4) of our Form 10-Q, for the quarter ended March 31, 2023. (10.17) 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) (10.18) Death Benefit Agreement between Nalco Company and Laurie M. Marsh effective as of December 17, 2009. Incorporated by reference to Exhibit (10.5) of our Form 10-Q, for the quarter ended March 31, 2023. (10.19) Offer letter relating to employment of Lanesha Minnix dated April 19, 2022, and accompanying signing bonus payback agreement, sign on bonus repayment agreement and relocation repayment agreement referenced therein. Incorporated by reference to Exhibit (10.2) of our Form 10-Q, for the quarter ended March 31, 2023. (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. (97.1) Ecolab Inc. Rule 10D-1 Clawback Policy, adopted November 2, 2023. Filed herewith electronically.