<PAGE>
FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _________ to_________
Commission file numbers 2-90702, 33-18202, 33-55986 and 33-56101
----------------------------------------
A. Full title of the plan and the address of the plan, if different from that
of the issuer name below:
ECOLAB SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
ECOLAB INC.
370 N. Wabasha St.
Saint Paul, Minnesota 55102-1390
<PAGE>
ECOLAB SAVINGS PLAN
-------------------
REPORT ON AUDITS OF FINANCIAL STATEMENTS
As of December 31, 1995 and 1994
and
for the years ended December 31, 1995, 1994 and 1993
AND SUPPLEMENTAL SCHEDULES
as of December 31, 1995
and
for the year then ended
<PAGE>
INDEX OF FINANCIAL STATEMENTS
-----------------------------
Page(s)
-------
Report of Independent Accountants 2
Financial Statements:
Statement of Net Assets Available for Plan
Benefits as of December 31, 1995 and 1994 3
Statement of Income and Changes in Net
Assets Available for Plan Benefits With
Fund Information for the year ended
December 31, 1995 4 - 5
Statement of Income and Changes in Net
Assets Available for Plan Benefits With
Fund Information for the year ended
December 31, 1994 6
Statement of Income and Changes in Net
Assets Available for Plan Benefits With
Fund Information for the year ended
December 31, 1993 7
Notes to Financial Statements 8 - 16
Supplemental Schedules:
Line 27a - Schedule of Assets Held for
Investment Purposes as of December 31, 1995 17 - 18
Line 27d - Schedule of Reportable Transactions
for the year ended December 31, 1995 19 - 20
1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrator
Ecolab Savings Plan
We have audited the financial statements of the Ecolab Savings Plan as
listed in the accompanying index on page 1. These financial statements are the
responsibility of the Plan Administrator. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by the Plan Administrator, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of the
Ecolab Savings Plan as of December 31, 1995 and 1994, and the income and changes
in net assets available for plan benefits for each of the three years in the
period ended December 31, 1995, in conformity with generally accepted accounting
principles.
Our December 31, 1995 audit was performed for the purpose of forming an
opinion on the basic financial statements taken as a whole. The Supplemental
Schedules as listed in the accompanying index on page 1 are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The Fund Information in
the statements of income and changes in net assets available for plan benefits
is presented for purposes of additional analysis rather than to present the net
assets available for plan benefits and the income and changes in net assets
available for plan benefits of each fund. The Supplemental Schedules and Fund
Information have been subjected to the auditing procedures applied in the audits
of the December 31, 1995, 1994 and 1993 basic financial statements and, in our
opinion, are fairly stated, in all material respects, in relation to the basic
financial statements taken as a whole.
/s/ COOPERS & LYBRAND L.L.P.
----------------------------
COOPERS & LYBRAND L.L.P.
Saint Paul, Minnesota
June 7, 1996
2
<PAGE>
ECOLAB SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of December 31, 1995 and 1994
(in thousands) 1995 1994
-------- --------
ASSETS
Investments:
Income fund $ 58,152
Mutual funds:
Fidelity Retirement Money Market Portfolio $ 6,123
Fidelity Government Securities Fund 12,420
Fidelity Puritan Fund 12,129
Fidelity U.S. Equity Index Portfolio 16,978
Fidelity Magellan Fund 20,460
Fidelity Small Cap Stock Fund 7,424
Fidelity Overseas Fund 7,329
--------
82,863
--------
Managed income funds:
Investment contracts with insurance companies 27,029
Commingled trust funds 10,024
--------
37,053
--------
Ecolab stock fund 107,009 78,059
Participant loans 12,092 9,367
-------- --------
239,017 145,578
-------- --------
Cash:
Cash 2,370 6,245
Cash temporarily held from
liquidation of common stock fund 24,510
-------- --------
2,370 30,755
-------- --------
Receivables:
Participant contributions 62
Employer contributions 25
Interest and dividends 499 481
-------- --------
499 568
-------- --------
Total Assets 241,886 176,901
-------- --------
LIABILITIES
Accrued plan expenses 98
-------- --------
Total Liabilities - 98
-------- --------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $241,886 $176,803
-------- --------
-------- --------
The accompanying notes are an integral
part of the financial statements.
3
<PAGE>
ECOLAB SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
for the year ended December 31, 1995
<TABLE>
<CAPTION>
Retirement U.S.
Money Government Equity Small Cap
Market Securities Puritan Index Magellan Stock Overseas Fidelity
(in thousands) Portfolio Fund Fund Portfolio Fund Fund Fund Subtotal
---------- ---------- ------- ---------- -------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Interest $ 33 $ 33
Dividends $ 285 $ 615 $ 600 407 $ 1,159 $ 465 $ 167 3,698
Net appreciation in
the fair value
of investments 899 1,149 4,826 2,951 717 674 11,216
------- ------- ------- ------- ------- ------ ------ -------
Total investment
income 285 1,514 1,749 5,266 4,110 1,182 841 14,947
Other income
(expenses), net (8) (10) (9) 7 (12) (4) (5) (41)
------- ------- ------- ------- ------- ------ ------ -------
277 1,504 1,740 5,273 4,098 1,178 836 14,906
Contributions:
Participants 391 1,334 1,211 1,448 2,229 920 1,184 8,717
Employer
Loans granted (159) (464) (276) (569) (765) (241) (277) (2,751)
Loan principal and
interest repayments 195 376 325 375 564 217 313 2,365
Interfund transfers 5,889 10,023 9,485 10,831 14,733 5,549 5,546 62,056
Distributions to
participants (470) (353) (356) (380) (399) (199) (273) (2,430)
------- ------- ------- ------- ------- ------ ------ -------
Net increase(decrease)
in net assets
available for
plan benefits 6,123 12,420 12,129 16,978 20,460 7,424 7,329 82,863
Net assets available
for plan benefits,
beginning of year - - - - - - - -
------- ------- ------- ------- ------- ------ ------ -------
Net assets available
for plan benefits,
end of year $ 6,123 $12,420 $12,129 $16,978 $20,460 $7,424 $7,329 $82,863
------- ------- ------- ------- ------- ------ ------ -------
------- ------- ------- ------- ------- ------ ------ -------
</TABLE>
The accompanying notes are an integral part
of the financial statements. (Continued)
4
<PAGE>
ECOLAB SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
for the year ended December 31, 1995 (Continued)
<TABLE>
<CAPTION>
Common Managed Ecolab
Fidelity Income Stock Income Stock Participant
(in thousands) Subtotal Fund Fund Fund Fund Loans Total
-------- -------- -------- ------- -------- ------------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Interest $ 33 $ 2,407 $ 703 $ 3,143
Dividends 3,698 $ 1,768 5,466
Net appreciation in
the fair value
of investments 11,216 32,977 44,193
------- ------- -------- ------- --------
Total investment
income 14,947 2,407 34,745 703 52,802
Other income
(expenses), net (41) 4 (41) (78)
------- ------- -------- ------- --------
14,906 2,411 34,704 703 52,724
Contributions:
Participants 8,717 2,325 4,059 15,101
Employer 5,837 5,837
Loans granted (2,751) (1,270) (2,170) 6,191
Loan principal and
interest repayments 2,365 821 1,332 (4,518)
Other 527 527
Interfund transfers 62,056 $(63,258) $(24,496) 35,868 (10,170)
Distributions to
participants (2,430) (2,578) (3,920) (178) (9,106)
------- -------- -------- ------- -------- ------- --------
Net increase(decrease)
in net assets
available for
plan benefits 82,863 (63,258) (24,496) 37,577 29,672 2,725 65,083
Net assets available
for plan benefits,
beginning of year - 63,258 24,496 - 79,682 9,367 176,803
------- -------- -------- ------- -------- ------- --------
Net assets available
for plan benefits,
end of year $82,863 $ - $ - $37,577 $109,354 $12,092 $241,886
------- -------- -------- ------- -------- ------- --------
------- -------- -------- ------- -------- ------- --------
</TABLE>
The accompanying notes are an integral part
of the financial statements.
5
<PAGE>
ECOLAB SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
for the year ended December 31, 1994
Common Ecolab
Income Stock Stock Loan
(in thousands) Fund Fund Fund Accounts Total
------- ------- ------- -------- --------
Investment Income:
Interest $ 4,358 $ 12 $ 31 $ 516 $ 4,917
Dividends 1,644 1,644
Net appreciation
(depreciation)in
the fair value
of investments 294 (5,889) (5,595)
------- ------- ------- ------- --------
Total investment
income 4,358 306 (4,214) 516 966
Plan expenses (199) (72) (95) (366)
------- ------- ------- ------- --------
4,159 234 (4,309) 516 600
Contributions:
Participants 4,579 3,002 5,746 13,327
Employer 5,131 5,131
Loans granted (2,259) (878) (1,904) 5,041
Loan principal and
interest repayments 1,588 872 1,551 (4,011)
Interfund transfers (2,464) (1,016) 3,480
Distributions to
participants (4,760) (1,343) (3,858) (184) (10,145)
------- ------- ------- ------- --------
Net increase in net
assets available for
plan benefits 843 871 5,837 1,362 8,913
Net assets available
for plan benefits,
beginning of year 62,415 23,625 73,845 8,005 167,890
------- ------- ------- ------- --------
Net assets available
for plan benefits,
end of year $63,258 $24,496 $79,682 $9,367 $176,803
------- ------- ------- ------- --------
------- ------- ------- ------- --------
The accompanying notes are an integral
part of the financial statements.
6
<PAGE>
ECOLAB SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
for the year ended December 31, 1993
Common Ecolab
Income Stock Stock Loan
(in thousands) Fund Fund Fund Accounts Total
------- ------- ------- -------- --------
Investment income:
Interest $ 4,567 $ 6 $ 20 $ 427 $ 5,020
Dividends 1,205 1,205
Net appreciation in
the fair value
of investments 2,079 12,234 14,313
------- ------- ------- ------- --------
Total investment
income 4,567 2,085 13,459 427 20,538
Plan expenses (248) (89) (54) (391)
------- ------- ------- ------- --------
4,319 1,996 13,405 427 20,147
Contributions:
Participants 4,546 2,734 3,660 10,940
Employer 4,964 4,964
Loans granted (2,465) (855) (1,584) 4,904
Loan principal and
interest repayments 1,480 780 1,243 (3,503)
Interfund transfers (2,476) (302) 2,778
Distributions to
participants (3,375) (479) (1,802) (243) (5,899)
------- ------- ------- ------- --------
Net increase in net
assets available for
plan benefits 2,029 3,874 22,664 1,585 30,152
Net assets available
for plan benefits,
beginning of year 60,386 19,751 51,181 6,420 137,738
------- ------- ------- ------- --------
Net assets available
for plan benefits,
end of year $62,415 $23,625 $73,845 $8,005 $167,890
------- ------- ------- ------- --------
------- ------- ------- ------- --------
The accompanying notes are an integral
part of the financial statements.
7
<PAGE>
ECOLAB SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
----------
1. DESCRIPTION OF PLAN:
The following brief description of the Ecolab Savings Plan (the "Plan") is
provided for general information purposes only. Participants should refer
to the Plan document for complete information regarding the Plan's
definitions, benefits, eligibility and other matters.
The Plan is a qualified defined contribution plan available to employees of
Ecolab Inc. (the "Company") and certain of its subsidiaries. Employees
regularly scheduled to work at least 20 hours per week may participate
immediately in the Plan provided they are not subject to a collective
bargaining agreement which does not provide for their inclusion. Part-time
employees working less than 20 hours a week must have been employed for a
twelve consecutive month period during which they have worked at least
1,000 hours to be eligible to participate. Employee participation in the
Plan is voluntary. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and the
Internal Revenue Code of 1986, as amended(the "Code").
Contributions are made to the Plan as "before-tax savings contributions,"
"after-tax savings contributions," "employer matching contributions" or
"employer profit sharing contributions."
Before-tax savings contributions are contributions made by the Company on
behalf of participants who have agreed to have their taxable compensation
reduced. Participants may reduce their compensation up to 10% (subject to
a statutory annual maximum of $9,240 in 1995 and 1994 and $8,994 in 1993)
for the purpose of making before-tax savings contributions to the Plan.
After-tax savings contributions are contributions made by participants
through after-tax payroll deductions. The total of before-tax savings
contributions made on behalf of a participant and a participant's after-tax
savings contributions cannot exceed 16% of a participant's compensation.
Employer matching contributions are made by the Company in an amount equal
to 50% of the total before-tax savings contributions and after-tax savings
contributions for a payroll period which do not exceed 6% of a
participant's eligible compensation for that period. Employer matching
contributions are invested entirely in the Ecolab Stock Fund.
(Continued)
8
<PAGE>
ECOLAB SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
----------
1. DESCRIPTION OF PLAN, (Continued):
Employer profit sharing contributions are discretionary and may be
determined each year by the Company's Board of Directors. Profit sharing
contributions are divided among employees who are not eligible for a
management incentive or equivalent bonus and are invested entirely in the
Ecolab Stock Fund.
The levels of contributions made by or on behalf of participants who are
"highly compensated," as defined in the Code, are subject to limitations
under the Code based on the level of contributions made by employees who
are not considered highly compensated.
Before-tax savings contributions, after-tax savings contributions, employer
profit sharing contributions and income thereon are always 100% vested.
Participants become vested in the employer matching contributions and
income thereon at a rate of 25% each year, after two years of continuous
service, until fully vested after five years of continuous service.
Participants also become fully vested in those contributions in the event
of death or total disability while employed by the Company or retirement at
or after age 65.
Each participant's contribution account is credited with the participant's
contribution, the employer matching contributions, any employer profit
sharing contributions and fund earnings.
Benefits to participants are limited to the amount accumulated in each
participant's account. Upon retirement, death, disability or separation
from service, a distribution may be made to the participant or beneficiary
equal to the vested portion of the participant's account. An employee
distribution or withdrawal from the Plan may be subject to federal income
tax. Forfeitures of nonvested Company contributions are used to reduce
future employer contributions.
Participants and beneficiaries are permitted to borrow from their accounts.
The total amount of a participant's loan may not exceed the lesser of (a)
$50,000 minus the participant's highest outstanding loan balance for the
previous twelve month period, or (b) 50% of the participant's vested
interest in his or her account. When a loan is granted, the appropriate
account balances are reduced and a separate loan account is created. Loan
payments, together with interest, are repaid in the time and at the rate
designated by the Plan Administrator.
(Continued)
9
<PAGE>
ECOLAB SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
----------
1. DESCRIPTION OF PLAN, (Continued):
Fidelity Institutional Retirement Services Company ("Fidelity"), a division
of Fidelity Investments Institutional Services Company, Inc., has provided
investment management, recordkeeping and trustee services for the Plan
since January 1, 1995.
Effective January 1, 1995 (see Note 6), participants were allowed to
allocate their entire account balance and/or future before-tax and after-
tax savings contributions in any combination of nine investment options.
Participants can transfer their invested funds among the investment options
and/or change the investment of their future contributions daily, as
desired. These transfers and changes must be made in whole dollar amounts
of at least $250 and/or in whole percent increments.
All contributions made under the Plan are paid to and invested by Fidelity
in one or more of the available investment options as directed by the
participants. Seven of the nine investment options are mutual funds of
Fidelity, managed by Fidelity Management and Research Company. The
remaining investment options include a fund invested primarily in
investment contracts and a fund invested primarily in Ecolab Inc. common
stock, both managed by Fidelity Management Trust Company. The nine
investment funds available to participants in 1995 were:
Managed Income This fund is comprised of investment
Fund - contracts which were purchased before 1995 by the
former investment manager and units in commingled
trust funds in the Managed Income Portfolio II
("MIPII") of the Fidelity Group Trust for Employee
Benefit Plans. MIPII invests primarily in
contracts issued by major insurance companies and
other approved financial institutions. The fund is
not a Fidelity mutual fund; however, it is managed
by Fidelity Management Trust Company.
Ecolab Stock Fund - This fund is comprised primarily of Ecolab Inc.
common stock.
Fidelity Retirement This portfolio invests in money market
Money Market instruments offered by U.S.and foreign
Portfolio - corporations.
(Continued)
10
<PAGE>
ECOLAB SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
----------
1. DESCRIPTION OF PLAN, (Continued):
Fidelity Government This fund is invested principally in
Securities Fund - securities issued or guaranteed by the U.S.
government or its agencies.
Fidelity Puritan Fund - This fund invests in a broadly diversified
portfolio of securities, including common and
preferred stocks and bonds of U.S. and foreign
issuers.
Fidelity U.S. Equity This fund makes investments in equity
Index Portfolio - securities and attempts to duplicate the
composition and total returns of the Standard &
Poor's Daily Stock Price Index of 500 common
stocks.
Fidelity Magellan Fund - This fund is invested primarily in common stocks
and securities convertible into common stock.
Fidelity Small Cap This fund invests primarily in stocks
Stock Fund - issued by smaller companies, which may include
start-up companies, companies whose stocks have
recently become publicly traded, or companies that
operate in small industries or regional markets.
Fidelity Overseas Fund - This fund invests primarily in common stocks,
securities convertible into common stock,
securities denominated in foreign currencies and
debt instruments in markets outside North America.
(Continued)
11
<PAGE>
ECOLAB SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
----------
1. DESCRIPTION OF PLAN, (Continued):
During 1994 and 1993, participant contributions were invested in the
following investment funds:
Income Fund - This fund was comprised primarily of group annuity
contracts issued by insurance companies. The assets of this fund were
managed by T. Rowe Price Stable Asset Management, Inc.
Common Stock Fund - This fund was comprised primarily of interests in
common/collective trusts which invest mainly in common stocks and
other equity securities. The assets of this fund were managed by
Wells Fargo Nikko Investment Advisors. The Common Stock Fund assets
invested in the Wells Fargo Equity Index Fund totaling approximately
$24,500,000 were liquidated in December 1994 and invested temporarily
in interest-bearing cash pending transfer of the assets to Fidelity
Management Trust Company which was completed in early 1995.
Ecolab Stock Fund - This fund was comprised primarily of Ecolab Inc.
common stock.
During 1994 and 1993, the allocation of the participants' before-tax and
after-tax savings contributions to the investment funds was selected by the
participants and could be changed monthly.
Employer matching contributions and employer profit sharing
contributions were invested in the Ecolab Stock Fund.
As of December 31, 1995, approximately 5,800 employees were participating
in the Plan. At December 31, 1995, 1994 and 1993, the approximate number
of participants in each investment fund was as follows:
1995 1994 1993
------ ------ ------
Income Fund 3,500 3,400
Common Stock Fund 2,600 2,500
Managed Income Fund 2,900
Ecolab Stock Fund 5,800 5,600 5,700
Fidelity Retirement Money
Market Portfolio 700
Fidelity Government Securities Fund 1,700
Fidelity Puritan Fund 1,700
Fidelity U.S. Equity Index
Portfolio 2,500
Fidelity Magellan Fund 2,800
Fidelity Small Cap Stock Fund 1,800
Fidelity Overseas Fund 1,900
(Continued)
12
<PAGE>
ECOLAB SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
----------
1. DESCRIPTION OF PLAN, (Continued):
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to provisions of ERISA. In the event of Plan
termination, participants would become 100% vested in their accounts.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
VALUATION OF INVESTMENTS:
Investments in the Managed Income Fund are recorded at the underlying net
asset value per unit, which approximates fair value. Investments in the
Ecolab Stock Fund are recorded at the underlying net asset value per unit,
which approximates fair value based on the quoted market price of the
Company's common stock. Fidelity mutual funds are recorded at the
underlying net asset value per unit, which approximates fair value based on
the quoted market price of these funds.
In 1994 and 1993, investments in the Income Fund were recorded at contract
value determined by the insurance companies in accordance with the terms of
the contracts. Investments in the Common Stock Fund were recorded at the
underlying net asset value per unit, which approximated fair value.
The Loan Accounts of participants are recorded at the principal value of
outstanding loans, plus accrued interest.
Approximately $3.6 million of assets in the Managed Income Fund are
invested with an insurance company which was taken over in 1994 by
regulators and is currently undergoing a reorganization procedure referred
to as a restoration. As a result, the assets were segregated as of August
12, 1994 and are unavailable for investment transfers, loans, distributions
or withdrawals by participants until such time that the restoration process
determines the settlement amounts for all of the insurance company's
contract holders. Although the final outcome cannot be determined at this
time, the Plan Administrator does not believe a significant loss will be
incurred on this investment.
INTEREST AND DIVIDENDS:
Interest income is recorded as earned on an accrual basis and dividend
income is recorded on the ex-dividend date.
(Continued)
13
<PAGE>
ECOLAB SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
----------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (Continued):
NET APPRECIATION (DEPRECIATION) IN THE FAIR VALUE OF INVESTMENTS:
The Plan presents in the statements of income and changes in net assets
available for Plan benefits with fund information the net appreciation
(depreciation) in the fair value of its investments, which consists of the
realized gains or losses and the unrealized appreciation (depreciation) on
those investments.
CONTRIBUTIONS:
Participant contributions are recorded in the period the employer makes the
payroll deductions. Employer matching contributions are accrued based on
participant contributions. No employer profit sharing contributions were
made in 1995 or 1994. The 1993 employer profit sharing contribution of
$549,000 was divided equally among eligible participants.
PLAN EXPENSES:
Most administrative expenses of the Plan were paid by the Company. Certain
asset management and administrative fees of the Plan have been charged
against Plan income.
14
<PAGE>
ECOLAB SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
3. INVESTMENTS
Investments that represent 5 percent or more of the Plan's net assets at
December 31, 1995 and 1994 are summarized as follows:
Fair Value Cost
------------------ ------------------
(in thousands) 1995 1994 1995 1994
-------- -------- -------- --------
Income Fund $ 58,152 $ 58,152
Investment contracts
with insurance
companies $ 27,029 $27,029
Ecolab Stock Fund 107,009 78,059 61,533 57,366
Fidelity Government
Securities Fund 12,420 11,583
Fidelity Puritan Fund 12,129 11,090
Fidelity U.S. Equity
Index Portfolio 16,978 13,436
Fidelity Magellan Fund 20,460 17,927
Participant loans 12,092 9,367
At December 31, 1995, the fair value of non-participant-directed
investments in the Ecolab Stock Fund approximated $69,567,000.
4. TAX STATUS:
The Plan constitutes a qualified trust under Section 401(a) of the Code and
therefore is exempt from federal income taxes under provisions of Section
501(a). The Plan also complies with the provisions of Section 401(k) of
the Code. A tax qualification letter, dated October 26, 1994, was received
from the Internal Revenue Service. The letter stated that the Plan, as
then designed, was in compliance with the applicable requirements of the
Code. The Plan has been amended since receiving the determination letter
in connection with the change in its trustee and investment managers (see
Note 6). However, the Plan Administrator believes the Plan is currently
designed and being operated in compliance with the applicable requirements
of the Code and therefore believes the Plan is qualified and tax-exempt, as
described above.
(Continued)
15
<PAGE>
ECOLAB SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
----------
5. RELATED PARTY AND PARTY-IN-INTEREST TRANSACTIONS:
The trustee, Fidelity in 1995 and Mellon Bank N.A. in 1994 and 1993, was
authorized under contract provisions, or by ERISA regulations providing an
administrative or statutory exemption, to invest in funds under its control
and in securities of the Company. As of December 31, 1995, 39% of total
Plan assets were invested in funds managed by Fidelity.
In 1995, participant contributions were invested in the Managed Income Fund
and mutual funds under the trustee's control. There were 2,469 purchases
and 1,624 sales in these various funds in 1995, totaling $115,034,000 and
$68,422,000, respectively. In addition, participant and employer matching
contributions were invested in the Ecolab Stock Fund consisting of Ecolab
Inc. common stock and short-term investment funds under the trustee's
control. There were 318 purchases and 229 sales in this fund in 1995,
totaling $22,029,000 and $25,729,000, respectively.
In 1994 and 1993, temporary cash balances were invested on a daily basis in
short-term investment funds under the trustee's control. In 1994, there
were 457 purchases and 228 sales in the various short-term investment
funds, totaling $68,276,000 and $41,907,000, respectively. In 1993, there
were 456 purchases and 230 sales in the various short-term investment
funds, totaling $42,349,000 and $45,397,000, respectively.
In 1994 and 1993 purchases, at cost, of Ecolab Inc. common stock were
$13,348,000 and $10,201,000, respectively. In 1994 and 1993, sales, at
fair value, of Ecolab Inc. common stock were $1,945,000 and $193,000,
respectively.
6. PLAN AMENDMENTS:
The Plan was amended, effective in 1995, to provide for the change in its
trustee and investment managers to Fidelity. As a result of these changes,
the Plan increased its investment options available to Plan participants
from three to nine, provided for daily processing and valuation of accounts
and the ability to handle the majority of participant transactions by
telephone.
The Plan was also amended, effective in 1994, to provide for the immediate
eligibility of employees to participate in the Plan along with other minor
modifications necessary to conform with law changes or to allow for
efficient and equitable Plan administration.
In 1993, the Plan was amended to allow the Company to make discretionary
profit sharing contributions.
16
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
ECOLAB SAVINGS PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
as of December 31, 1995
--------------
EIN 41-0231510
Plan Number: 003
(Dollars in thousands)
<TABLE>
<CAPTION>
(c)
Description of Investment,
(b) Including Maturity Date, (e)
Identity of Issue, Borrower, Rate of Interest, Collateral, (d) Current
(a) Lessor or Similar Party Par or Maturity Value Cost Value
- --- ---------------------------- ---------------------------- ---- -------
<S> <C> <C> <C> <C>
Business Men's Assurance Co. Investment Contract, 7.20%,
due 3/29/96 $ 3,163 $ 3,163
Canada Life Assurance Co. Investment Contract, 5.88%,
due 4/1/96 2,506 2,506
Hartford Life Insurance Co. Investment Contract, 7.18%,
due 12/31/97 1,252 1,252
Hartford Life Insurance Co. Investment Contract, 7.93%,
due 3/28/96 2,842 2,842
Life Insurance Co. of Investment Contract, 5.85%,
Virginia due 3/31/99 2,755 2,755
Lincoln National Life Investment Contract, 7.50%,
Insurance Co. due 4/13/96 2,386 2,386
People's Security Life Investment Contract, 5.86%,
Insurance Co. due 9/30/96 5,234 5,234
Protective Life Insurance Co. Investment Contract, 9.35%,
due 2/21/96 799 799
Protective Life Insurance Co. Investment Contract, 8.90%,
due 3/31/97 766 766
Protective Life Insurance Co. Investment Contract, 6.09%,
due 4/1/99 1,685 1,685
Confederation Life Investment Contract, 8.60%,
Insurance Co. due 12/22/94 1,577 1,577
Confederation Life Investment Contract, 9.30%,
Insurance Co. due 4/2/95 2,064 2,064
* Fidelity Management Managed Income Portfolio II
Trust Co. Commingled Trust Fund,
10,024,155 units 10,024 10,024
(Continued)
17
<PAGE>
ECOLAB SAVINGS PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
as of December 31, 1995, (Continued)
--------------
EIN 41-0231510
Plan Number: 003
(Dollars in thousands)
(c)
Description of Investment,
(b) Including Maturity Date, (e)
Identity of Issue, Borrower, Rate of Interest, Collateral, (d) Current
(a) Lessor or Similar Party Par or Maturity Value Cost Value
- --- ---------------------------- ---------------------------- ---- -------
<S> <C> <C> <C> <C>
* Fidelity Management Fidelity Institutional Cash
Trust Co. Portfolio, 2,369,859 units $ 2,370 $ 2,370
* Ecolab Inc. Common Stock,
3,566,958 shares 61,533 107,009
* Fidelity Management and Fidelity Retirement Money
Research Co. Market Portfolio,
6,123,397 units 6,123 6,123
* Fidelity Management and Fidelity Government
Research Co. Securities Fund,
1,221,294 units 11,583 12,420
* Fidelity Management and Fidelity Puritan Fund,
Research Co. 713,028 units 11,090 12,129
* Fidelity Management and Fidelity U.S. Equity
Research Co. Index Portfolio,
752,230 units 13,436 16,978
* Fidelity Management and Fidelity Magellan Fund,
Research Co. 237,965 units 17,927 20,460
* Fidelity Management and Fidelity Small Cap Stock
Research Co. Fund, 599,198 units 6,829 7,424
* Fidelity Management and Fidelity Overseas Fund,
Research Co. 252,123 units 6,772 7,329
Participant loans Participant loans due
1/96-12/2005 (stated
interest rates ranging
from 6.0% to 11.5%) 12,092
-------- --------
$174,716 $241,387
-------- --------
-------- --------
</TABLE>
* Party-in-interest
18
<PAGE>
ECOLAB SAVINGS PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1995
--------------
EIN 41-0231510
Plan Number: 003
<TABLE>
<CAPTION>
(Dollars in thousands) (h)
Current
Value of
(b) (c) (d) (g) Asset on (i)
(a) Description Purchase Selling Cost of Transaction Net Gain
Identity of Party Involved of Asset Price Price Asset Date or (Loss)
- -------------------------- --------------------------- -------- ------- ------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
SERIES OF TRANSACTIONS:
Fidelity Management
Trust Company Fidelity Retirement Money
Market Portfolio $ 8,612 $ 8,612 $ 8,612
Managed Income Fund 9,113 9,113 9,113
Fidelity Government
Securities Fund 13,276 13,276 13,276
Fidelity Puritan Fund 14,661 14,661 14,661
Fidelity U.S. Equity
Index Portfolio 30,723 30,723 30,723
Fidelity Magellan Fund 21,471 21,471 21,471
Fidelity Small Cap Stock
Fund 7,830 7,830 7,830
Fidelity Overseas Fund 8,654 8,654 8,654
Fidelity Retirement Money
Market Portfolio $ 2,489 2,489 2,489
Managed Income Fund 34,812 34,812 34,812
Fidelity Government
Securities Fund 1,755 1,693 1,755 $ 62
Fidelity Puritan Fund 3,681 3,571 3,681 110
Fidelity U.S. Equity
Index Portfolio 18,601 17,287 18,601 1,314
Fidelity Magellan Fund 3,962 3,544 3,962 418
Fidelity Small Cap
Stock Fund 1,123 1,001 1,123 122
Fidelity Overseas Fund 1,999 1,882 1,999 117
(Continued)
19
<PAGE>
ECOLAB SAVINGS PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1995, (Continued)
EIN 41-0231510
Plan Number: 003
<CAPTION>
(Dollars in thousands) (h)
Current
Value of
(b) (c) (d) (g) Asset on (i)
(a) Description Purchase Selling Cost of Transaction Net Gain
Identity of Party Involved of Asset Price Price Asset Date or (Loss)
- -------------------------- --------------------------- -------- ------- ------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Ecolab Inc./Fidelity
Management Trust Co. Ecolab Stock Fund $22,029 $22,029 $22,029
Ecolab Stock Fund $25,729 19,808 25,729 $ 5,921
SINGLE TRANSACTIONS:
Fidelity Management
Trust Company Managed Income Fund 26,370 26,370 26,370
Fidelity Government
Securities Fund 10,513 10,513 10,513
Fidelity Magellan Fund 11,286 11,286 11,286
Fidelity U.S. Equity
Index Portfolio 24,488 24,488 24,488
Fidelity U.S. Equity
Index Portfolio 16,552 15,510 16,552 1,042
Ecolab Inc./Fidelity
Management Trust Co. Ecolab Stock Fund 11,202 8,665 11,202 2,537
</TABLE>
NOTE (1): The following columns of Schedule 27d were excluded as they are not
applicable: (e) - Lease Rental and (f) - Expenses Incurred with Transaction.
NOTE (2): Series of transactions are inclusive of single transactions for each
respective fund.
20
<PAGE>
ECOLAB SAVINGS PLAN
EXHIBITS
The following documents are filed as exhibits to this Report:
Exhibit No. Document
- ----------- --------
(23) Consent of Independent Accountants.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
ECOLAB SAVINGS PLAN
DATE June 26, 1996 By: /s/ DIANA D. LEWIS
------------------ ------------------------------
Diana D. Lewis
Vice President -
Human Resources of Ecolab Inc.
(Plan Administrator)
21
<PAGE>
EXHIBIT INDEX
Paper(P) or
Exhibit No. Document Electronic (E)
- ----------- -------- --------------
(23) Consent of Independent Accountants. E
<PAGE>
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statements
of Ecolab Inc. on Form S-8 (Registration Nos. 2-90702, 33-18202, 33-55986 and
33-56101) of our report dated June 7, 1996 on our audits of the financial
statements of the Ecolab Savings Plan as of December 31, 1995 and 1994 and for
the years ended December 31, 1995, 1994 and 1993, which report is included in
this Annual Report on Form 11-K. We also consent to the reference to our firm
under the caption "Interests of Named Experts and Counsel" in Registration No.
33-56101, as it relates to the financial statements referred to above and
included in this Annual Report on Form 11-K.
/s/ COOPERS & LYBRAND L.L.P.
----------------------------
COOPERS & LYBRAND L.L.P.
Saint Paul, Minnesota
June 26, 1996
