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ECOLAB INC. Form 10-K Annual Report Filed 2017-02-24

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ECOLAB INC. Form 10-K Annual Report Filed 2017-02-24 SECURITIES AND EXCHANGE COMMISSION FORM 10-K Annual report pursuant to section 13 and 15(d) Filing Date: 2017-02-24 | Period of Report: 2016-12-31 SEC Accession No. 0001558370-17-000944 (HTML Version on secdatabase.com) FILER ECOLAB INC. Mailing Address Business Address ECOLAB CORPORATE ECOLAB CORPORATE CIK:31462| IRS No.: 410231510 | State of Incorp.:DE | Fiscal Year End: 1231 CENTER CENTER Type: 10-K | Act: 34 | File No.: 001-09328 | Film No.: 17634827 370 WABASHA STREET 370 WABASHA STREET SIC: 2840 Soap, detergents, cleang preparations, perfumes, cosmetics NORTH NORTH SAINT PAUL MN 55102 SAINT PAUL MN 55102 6512502587 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2016 Commission File No. 1-9328 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ECOLAB INC. (Exact name of registrant as specified in its charter) Delaware 41-0231510 (State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.) organization) 1 Ecolab Place, St. Paul, Minnesota 55102 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: 1-800-232-6522 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, $1.00 par value New York Stock Exchange, Inc. 2.625% Euro Notes due 2025 New York Stock Exchange, Inc. 1.000% Euro Notes due 2024 New York Stock Exchange, Inc. Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ YES ☐ NO Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ YES ☒ NO Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ YES ☐ NO Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. ☒ YES ☐ NO Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting Company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting Company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting Company ☐ (Do not check if a smaller reporting Company) Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act). ☐ YES ☒ NO Aggregate market value of voting and non-voting common equity held by non-affiliates of registrant on June 30, 2016: $34,464,699,245 (see Item 12, under Part III hereof), based on a closing price of registrant’s Common Stock of $118.60 per share. The number of shares of registrant’s Common Stock, par value $1.00 per share, outstanding as of January 31, 2017: 291,718,512 shares. DOCUMENTS INCORPORATED BY REFERENCE Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Portions of the registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held May 4, 2017 and to be filed within 120 days after the registrant’s fiscal year ended December 31, 2016 (hereinafter referred to as “Proxy Statement”) are incorporated by reference into Part III. Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents ECOLAB INC. FORM 10-K For the Year Ended December 31, 2016 TABLE OF CONTENTS Beginning Page PART I Item 1. Business. 3 Item 1A. Risk Factors. 15 Item 1B. Unresolved Staff Comments. 20 Item 2. Properties. 20 Item 3. Legal Proceedings. 21 Item 4. Mine Safety Disclosures. 21 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer 22 Purchases of Equity Securities. Item 6. Selected Financial Data. 23 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of 24 Operations. Item 7A. Quantitative and Qualitative Disclosures about Market Risk. 45 Item 8. Financial Statements and Supplementary Data. 46 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial 92 Disclosure. Item 9A. Controls and Procedures. 92 Item 9B. Other Information. 92 PART III Item 10. Directors, Executive Officers of the Registrant and Corporate Governance. 93 Item 11. Executive Compensation. 93 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related 93 Stockholder Matters. Item 13. Certain Relationships and Related Transactions, and Director Independence. 94 Item 14. Principal Accounting Fees and Services. 94 PART IV Item 15. Exhibits, Financial Statement Schedules. 95 Item 16. Form 10-K Summary. 100 2 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents PART I Except where the context otherwise requires, references in this Form 10-K to (i) “Ecolab,” “Company,” “we” and “our” are to Ecolab Inc. and its subsidiaries, collectively; (ii) “Nalco” or “Nalco Company” are to Nalco Company LLC, a wholly-owned subsidiary of the Company; (iii) “Nalco transaction” are to the merger of Ecolab and Nalco Holding Company completed in December 2011; and (iv) “Champion transaction” are to our acquisition of privately held Champion Technologies and its related company Corsicana Technologies in April 2013. Item 1. Business . Item 1(a) General Development of Business. Ecolab was incorporated as a Delaware corporation in 1924. Our fiscal year is the calendar year ending December 31. International subsidiaries are included in the financial statements on the basis of their U.S. GAAP (accounting principles generally accepted in the United States of America) November 30 fiscal year-ends to facilitate the timely inclusion of such entities in our consolidated financial reporting. In 2016, we continued to invest in and build our business, including the July 2016 acquisition of a 33% minority investment in Aquatech International LLC (“Aquatech”). Based in Canonsburg, PA, Aquatech is a global leader in the design and engineering of complex and comprehensive water treatment solutions that improve water quality and reduce net water usage. On February 1, 2017, we acquired Laboratoires Anios (“Anios”), a leading European manufacturer and marketer of hygiene and disinfection products for the healthcare, food service, and food and beverage processing industries. See Part II, Item 8, Note 4 of this Form 10-K for additional information about these acquisitions. Item 1(b) Financial Information About Operating Segments. The financial information about reportable segments appearing under the heading “Operating Segments and Geographic Information” is incorporated by reference from Part II, Item 8, Note 17 of this Form 10-K. Item 1(c) Narrative Description of Business. General With 2016 sales of $13.2 billion, we are the global leader in water, hygiene and energy technologies and services that protect people and vital resources. We deliver comprehensive programs and services to promote safe food, maintain clean environments, optimize water and energy use, and improve operational efficiencies for customers in the food, healthcare, energy, hospitality and industrial markets in more than 170 countries around the world. Our cleaning and sanitizing programs and products, pest elimination services, and equipment maintenance and repair services support customers in the foodservice, food and beverage processing, hospitality, healthcare, government and education, retail, textile care and commercial facilities management sectors. Our products and technologies are also used in water treatment, pollution control, energy conservation, oil production and refining, steelmaking, papermaking, mining and other industrial processes. We pursue a “Circle the Customer – Circle the Globe” strategy by providing an array of innovative programs, products and services designed to meet the specific operational and sustainability needs of our customers throughout the world. Through this strategy and our varied product and service mix, one customer may utilize the offerings of several of our reportable segments. The following description of our business is based upon our reportable segments as reported in our consolidated financial statements for the year ended December 31, 2016, which are located in Item 8 of Part II of this Form 10-K. Eight of our ten operating segments have been aggregated into three reportable segments: Global Industrial, Global Institutional and Global Energy. Our two operating segments that are primarily fee-for-service have been combined into Other, and do not meet the quantitative criteria to be separately reported. We provide similar information for Other as compared to our three reportable segments as we consider the information regarding its two underlying operating segments as useful in understanding our consolidated results.
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