<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
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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, 1996 and 1995
and
for the years ended December 31, 1996, 1995 and 1994
AND SUPPLEMENTAL SCHEDULES
as of December 31, 1996
and
for the year then ended
<PAGE>
INDEX
-----
Page(s)
-------
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Plan
Benefits as of December 31, 1996 and 1995 3
Statement of Changes in Net Assets
Available for Plan Benefits, With
Fund Information for the year ended
December 31, 1996 4 - 5
Statement of Changes in Net Assets
Available for Plan Benefits, With
Fund Information for the year ended
December 31, 1995 6 - 7
Statement of Changes in Net Assets
Available for Plan Benefits, With
Fund Information for the year ended
December 31, 1994 8
Notes to Financial Statements 9 - 19
Supplemental Schedules:
Line 27a - Schedule of Assets Held for
Investment Purposes as of December 31, 1996 20
Line 27b - Schedule of Loans or Fixed Income
Obligations for the year ended December 31, 1996 21
Line 27d - Schedule of Reportable Transactions
for the year ended December 31, 1996 22 - 23
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, 1996 and 1995, and the changes in net
assets available for plan benefits for each of the three years in the period
ended December 31, 1996, in conformity with generally accepted accounting
principles.
Our audits were 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 changes in net assets available for plan benefits is presented for purposes
of additional analysis rather than to present the 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 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 11, 1997 2
<PAGE>
ECOLAB SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of December 31, 1996 and 1995
(in thousands) 1996 1995
-------- -------
ASSETS
Investments:
Mutual funds:
Fidelity Retirement Money Market Portfolio $ 7,855 $ 6,123
Fidelity Government Securities Fund 13,020 12,420
Fidelity Puritan Fund 27,297 12,129
Spartan U.S. Equity Index Fund 25,598 16,978
Fidelity Magellan Fund 24,167 20,460
Fidelity Small Cap Stock Fund 9,906 7,424
Fidelity Overseas Fund 10,395 7,329
-------- --------
118,238 82,863
Managed Income Fund 39,803 37,577
Ecolab Stock Fund 148,184 108,855
Participant loans 13,679 12,092
-------- --------
Total investments 319,904 241,387
-------- --------
Receivables:
Employer contributions 1,255
Dividends 619 499
-------- --------
Total receivables 1,874 499
-------- --------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $321,778 $241,886
-------- --------
-------- --------
The accompanying notes are an integral
part of the financial statements.
3
<PAGE>
ECOLAB SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
for the year ended December 31, 1996
<TABLE>
<CAPTION>
Spartan
Retirement U.S.
Money Government Equity Small Cap
(in thousands) Market Securities Puritan Index Magellan Stock Overseas Fidelity
Portfolio Fund Fund Fund Fund Fund Fund Subtotal
--------- ---------- ------- -------- -------- --------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Interest $ 15 $ 15
Dividends $ 350 $ 863 3,136 $ 606 $ 3,733 $ 368 $ 627 9,683
Net appreciation
(depreciation) in
the fair value
of investments (581) 526 3,759 (1,215) 691 468 3,648
------- ------- ------- ------- ------- ------ ------- --------
Total investment
income 350 282 3,677 4,365 2,518 1,059 1,095 13,346
Plan expenses (8) (6) (10) (7) (5) (8) (1) (45)
------- ------- ------- ------- ------- ------ ------- --------
342 276 3,667 4,358 2,513 1,051 1,094 13,301
Employee contributions 503 1,295 1,628 1,856 2,945 1,325 1,272 10,824
Employer contributions
Transfers from other
plans 263 271 15,335 623 1,333 122 17,947
------- ------- ------- ------- ------- ------ ------- --------
Total additions 1,108 1,842 20,630 6,837 6,791 2,376 2,488 42,072
Deductions:
Distributions and
withdrawals (454) (315) (1,871) (631) (449) (179) (178) (4,077)
------- ------- ------- ------- ------- ------ ------- --------
Net increase before loan
activity and interfund
transfers 654 1,527 18,759 6,206 6,342 2,197 2,310 37,995
Loans granted (198) (316) (1,023) (630) (832) (286) (303) (3,588)
Loan principal and
interest repayments 163 380 449 523 838 332 326 3,011
Interfund transfers 1,113 (991) (3,017) 2,521 (2,641) 239 733 (2,043)
------- ------- ------- ------- ------- ------ ------- --------
Net increase 1,732 600 15,168 8,620 3,707 2,482 3,066 35,375
Net assets available
for plan benefits:
Beginning of year 6,123 12,420 12,129 16,978 20,460 7,424 7,329 82,863
------- ------- ------- ------- ------- ------ ------- --------
End of year $7,855 $13,020 $27,297 $25,598 $24,167 $9,906 $10,395 $118,238
------- ------- ------- ------- ------- ------ ------- --------
------- ------- ------- ------- ------- ------ ------- --------
</TABLE>
The accompanying notes are an integral part of the financial statements.
(Continued)
4
<PAGE>
<TABLE>
ECOLAB SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
for the year ended December 31, 1996(Continued)
Managed Ecolab
(in thousands) Fidelity Income Stock Participant
Subtotal Fund Fund Loans Other Total
---------- ------- -------- -------------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Interest $ 15 $ 2,102 $ 1 $ 958 $ 120 $ 3,076
Dividends 9,683 2,078 11,881
Net appreciation
(depreciation) in
the fair value
of investments 3,648 29,304 32,952
--------- -------- -------- -------------- -------- --------
Total investment
income 13,346 2,102 31,383 958 120 47,909
Plan expenses (45) (27) (41) (113)
--------- -------- --------- -------------- --------- ---------
13,301 2,075 31,342 958 120 47,796
Employee contributions 10,824 2,054 4,504 17,382
Employer contributions 6,276 1,255 7,531
Transfers from other
plans 17,947 391 18,338
--------- ------- --------- -------------- --------- ----------
Total additions 42,072 4,520 42,122 958 1,375 91,047
Deductions:
Distributions and
withdrawals (4,077) (2,161) (4,434) (483) (11,155)
--------- -------- --------- -------------- -------- ----------
Net increase before loan
activity and interfund
transfers 37,995 2,359 37,688 475 1,375 79,892
Loans granted (3,588) (1,084) (2,201) 6,873
Loan principal and
interest repayments 3,011 961 1,789 (5,761)
Interfund transfers (2,043) (10) 2,053
---------- -------- -------- -------------- -------- ---------
Net increase (decrease) 35,375 2,226 39,329 1,587 1,375 79,892
Net assets available
for plan benefits:
Beginning of year 82,863 37,577 108,855 12,092 499 241,886
---------- --------- --------- -------------- -------- -----------
End of year $118,238 $39,803 $148,184 $13,679 $1,874 $321,778
---------- --------- --------- -------------- -------- -----------
---------- --------- --------- -------------- -------- -----------
The accompanying notes are an integral part of the financial statements.
5
</TABLE>
<PAGE>
<TABLE>
ECOLAB SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
for the year ended December 31, 1995
Spartan
Retirement U.S.
Money Government Equity Small Cap
Market Securities Puritan Index Magellan Stock Overseas Fidelity
(in thousands) Portfolio Fund Fund Fund Fund Fund Fund Subtotal
------------ ----------- -------- ---------- --------- ------------ ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
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
Plan expenses (8) (10) (9) 7 (12) (4) (5) (41)
------------ ---------- -------- --------- --------- ----------- -------- -------
277 1,504 1,740 5,273 4,098 1,178 836 14,906
Employee contributions 391 1,334 1,211 1,448 2,229 920 1,184 8,717
------------ ---------- --------- --------- ---------- ----------- -------- ------
Employer contributions
Total additions 668 2,838 2,951 6,721 6,327 2,098 2,020 23,623
Deductions:
Distributions and
withdrawals (470) (353) (356) (380) (399) (199) (273) (2,430)
------------- ---------- -------- --------- ---------- ----------- ------- -------
Net increase before loan
activity and interfund
transfers 198 2,458 2,595 6,341 5,928 1,899 1,747 21,193
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
------------ --------- -------- -------- --------- --------- ------- ------
Net increase (decrease) 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 - - - - - - - -
-------------- --------- --------- -------- --------- ---------- ------- ------
End of year $ 6,123 $12,420 $12,129 $16,978 $20,460 $7,424 $7,329 $82,863
-------------- --------- -------- -------- ---------- ----------- ------- ------
-------------- --------- -------- -------- ---------- ----------- ------- ------
The accompanying notes are an integral part of the financial statements.
(Continued)
6
</TABLE>
<PAGE>
ECOLAB SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
for the year ended December 31, 1995 (Continued)
<TABLE>
Common Managed Ecolab
Fidelity Income Stock Income Stock Participant
(in thousands) Subtotal Fund Fund Fund Fund Loans Other Total
----------- -------- --------- -------- -------- ------------ ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Interest $ 33 $ 2,407 $ 703 $ 3,143
Dividends 3,698 $ 1,269 $499 5,466
Net appreciation in
the fair value
of investments 11,216 32,977 44,193
---------- --------- ----------- -----------
Total investment
income 14,947 2,407 34,246 703 52,802
Plan expenses (41) 4 (41) (78)
---------- --------- ----------- ---------- -----------
14,906 2,411 34,205 703 52,724
Employee contributions 8,717 2,325 4,059 15,101
Employer contributions 5,837 5,837
Other 527 527
---------- --------- ----------- ---------- ------- -----------
Total additions 23,623 4,736 44,101 1,230 499 74,189
Deductions:
Distributions and
withdrawals (2,430) (2,578) (3,920) (178) (9,106)
---------- --------- ----------- ---------- -----------
Net increase before loan
activity and interfund
transfers 21,193 2,158 40,181 1,052 499 65,083
Loans granted (2,751) (1,270) (2,170) 6,191
Loan principal and
interest repayments 2,365 821 1,332 (4,518)
Interfund transfers 62,056 $(63,258) $(24,496) 35,868 (10,170)
---------- ---------- ----------- --------- ----------- ---------- ------- -----------
Net increase (decrease) 82,863 (63,258) (24,496) 37,577 29,173 2,725 499 65,083
Net assets available
for plan benefits:
Beginning of year - 63,258 24,496 - 79,682 9,367 - 176,803
---------- ---------- ----------- --------- ----------- ---------- ------- -----------
End of year $82,863 $ - $ - $37,577 $108,855 $12,092 $499 $241,886
---------- ---------- ----------- --------- ----------- ---------- ------- -----------
---------- ---------- ----------- --------- ----------- ---------- ------- -----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
7
<PAGE>
ECOLAB SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
for the year ended December 31, 1994
<TABLE>
Common Ecolab
Income Stock Stock Participant
(in thousands) Fund Fund Fund Loans Total
------- ------- -------- ------------ ------
<S> <C> <C> <C> <C> <C>
Additions:
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) 51 600
Employee contributions 4,579 3,002 5,746 13,327
Employer contributions 5,131 5,131
------- ------- ------- ------ --------
Total additions 8,738 3,236 6,568 516 19,058
Deductions:
Distributions and
withdrawals (4,760) (1,343) (3,858) (184) (10,145)
------- ------- ------- ------ --------
Net increase before loan
activity and interfund
transfers 3,978 1,893 2,710 332 8,913
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
------- ------- ------- ------ --------
Net increase 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
------- ------- ------- ------ --------
End of year $63,258 $24,496 $79,682 $9,367 $176,803
------- ------- ------- ------ --------
------- ------- ------- ------ --------
</TABLE>
The accompanying notes are an integral
part of the financial statements.
8
<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.
GENERAL AND ELIGIBILITY:
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. Effective January 1, 1996,
employees who were participating in the Profit Sharing Retirement Plan of
Kay Chemical Company and the Kay Chemical Company Section 401(k) Savings
Plan became participants of the Plan. Also effective January 1, 1996,
employees who were participating in the Profit Sharing Plan and Trust for
Employees of Western Water Management, Inc. became participants of the
Plan. Employees participating in the Huntington Laboratories, Inc. Savings
and Retirement Plan became participants of the Plan effective January 1,
1997 (see Note 6). Assets transferred into the Plan as these employees
became participants are shown separately in the Statement of Changes in Net
Assets Available for Plan Benefits and Fund Information. 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:
Contributions are made to the Plan as "before-tax savings contributions,"
"after-tax savings contributions," "employer matching contributions" or
"employer profit sharing contributions."
(Continued)
9
<PAGE>
ECOLAB SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
1. DESCRIPTION OF PLAN, (Continued):
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 $9,500 in 1996 and $9,240 in 1995 and
1994)for the purpose of making before-tax savings contributions to the
Plan.
After-tax savings contributions are contributions made by the Company on
behalf of 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, as defined. Employer
matching contributions are invested entirely in the Ecolab Stock Fund.
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.
VESTING:
Before-tax savings contributions, after-tax savings contributions, employer
profit sharing contributions and investment income thereon are always 100%
vested. Participants become vested in the employer matching contributions
and investment 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.
(Continued)
10
<PAGE>
ECOLAB SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
1. DESCRIPTION OF PLAN, (Continued):
PLAN BENEFITS:
Benefits to participants are limited to the amount vested 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 employer matching contributions and related
investment income are used to reduce future employer contributions.
PARTICIPANT LOANS:
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 at the rate designated by the
Plan Administrator, generally over 5 or 10 years.
PARTICIPANT ACCOUNTS AND ALLOCATION:
Fidelity Institutional Retirement Services Company ("Fidelity"), a division
of Fidelity Investments Institutional Services Company, Inc., has provided
directly or through one or more of its subsidiaries investment management,
recordkeeping and trustee services for the Plan since January 1, 1995.
Each participant's account is credited with the participant's contributions,
the employer matching contributions, any employer profit sharing
contributions and investment income thereon.
(Continued)
11
<PAGE>
ECOLAB SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
--------------
1. DESCRIPTION OF PLAN, (Continued):
Except for employer matching and profit sharing contributions which are
invested in the Ecolab Stock Fund, participants are 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 1996 and 1995 were:
Fidelity Retirement This portfolio invests in money market
Money Market instruments offered by U.S. and foreign
Portfolio issuers.
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.
(Continued)
12
<PAGE>
ECOLAB SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
--------------
1. DESCRIPTION OF PLAN, (Continued):
Spartan U.S. Equity This fund (formerly called the
Index Fund Fidelity U.S. Equity Index Portfolio) makes
investments in equity 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 issued by
Stock Fund 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.
Managed Income Fund This fund is comprised of investment 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.
Ecolab Stock Fund This fund is comprised primarily of Ecolab Inc.
common stock.
(Continued)
13
<PAGE>
ECOLAB SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
--------------
1. DESCRIPTION OF PLAN, (Continued):
Prior to January 1, 1995, the Plan invested in certain investment funds
which were no longer investment options at December 31, 1996 and 1995
(the Income Fund and Common Stock Fund).
During 1994 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.
As of December 31, 1996, approximately 6,400 employees were participating
in the Plan. At December 31, 1996, 1995 and 1994, the approximate number
of participants in each investment fund was as follows:
1996 1995 1994
---- ---- ----
Income Fund 3,500
Common Stock Fund 2,600
Fidelity Retirement Money
Market Portfolio 900 700
Fidelity Government Securities Fund 1,800 1,700
Fidelity Puritan Fund 2,300 1,700
Spartan U.S. Equity Index Fund 2,900 2,500
Fidelity Magellan Fund 3,200 2,800
Fidelity Small Cap Stock Fund 2,100 1,800
Fidelity Overseas Fund 2,200 1,900
Managed Income Fund 3,500 2,900
Ecolab Stock Fund 6,400 5,800 5,600
PLAN TERMINATION:
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.
(Continued)
14
<PAGE>
ECOLAB SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The financial statements are prepared in conformity with generally accepted
accounting principles and the following 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.
The Loan Accounts of participants are recorded at the principal value of
outstanding loans, plus accrued interest.
Approximately $3.6 million of assets invested in the Managed Income Fund
are with an insurance company which was taken over in 1994 by regulators.
As a result, the assets were segregated as of August 12, 1994 and were
unavailable for investment transfers, loans, distributions or withdrawals
by participants. In May 1997, a settlement was reached for all of the
insurance company's contract-holders and participants to receive 100% of
the principal balance plus approximately 16% as an additional interest
credit. Once these amounts become available, participants can transfer
their respective balance related to these assets to any of the Plan's other
investment options in accordance with regular Plan terms.
INTEREST AND DIVIDENDS:
Interest income is recorded as earned on an accrual basis and dividend
income is recorded on the ex-dividend date.
NET APPRECIATION (DEPRECIATION) IN THE FAIR VALUE OF INVESTMENTS:
The Plan presents in the Statements of 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.
(Continued)
15
<PAGE>
ECOLAB SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (Continued):
CONTRIBUTIONS:
Participant before-tax and after-tax savings contributions are recorded in
the period the employer makes the payroll deductions. Employer matching
contributions are accrued based on participant contributions. For the
1996 Plan year, the Company's Board of Directors declared a profit sharing
contribution amounting to $1,255,000 to be divided among eligible
participants. No employer profit sharing contributions were made for the
1995 or 1994 Plan years.
USE OF ESTIMATES:
The preparation of the Plan's financial statements in conformity with
generally accepted accounting principles requires the Plan Administrator to
make significant estimates and assumptions that affect the reported amounts
of net assets available for benefits at the date of the financial
statements and the changes in net assets available for benefits during the
reporting period and, when applicable, disclosures of contingent assets and
liabilities at the date of the financial statements. Actual results could
differ from those estimates.
RISKS AND UNCERTAINTIES:
The Plan provides for various investment options in various combinations of
investment funds. Investment funds are exposed to various risks, such as
interest rate, market and credit risks. Due to the level of risk
associated with certain investment securities, it is at least reasonably
possible that changes in the values of investment securities will occur in
the near term and that such changes could materially affect participants'
account balances and the amounts reported in the Statement of Net assets
Available for Plan Benefits in future periods.
DISTRIBUTIONS TO PARTICIPANTS:
Distributions to participants are recorded when the distribution is made.
PLAN EXPENSES:
A portion of the administrative expenses of the Plan were paid by the
Company. Certain asset management and administrative fees of the Plan have
been charged against the Plan's investment income.
(Continued)
16
<PAGE>
ECOLAB SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
------------
3. INVESTMENTS:
Investments that represent 5 percent or more of the Plan's net assets
available for Plan benefits at December 31, 1996 and 1995 are summarized as
follows:
Fair Value Cost
----------------- ----------------
(in thousands) 1996 1995 1996 1995
------- -------- ------- -------
Fidelity Government
Securities Fund (1) $ 12,420 (1) $11,583
Fidelity Puritan Fund $27,297 12,129 $26,016 11,090
Spartan U.S. Equity
Index Fund 25,598 16,978 18,921 13,436
Fidelity Magellan Fund 24,167 20,460 22,782 17,927
Managed Income Fund 39,803 37,577 39,803 37,577
Ecolab Stock Fund 148,184 108,855 77,324 63,379
(1) Investment did not comprise 5 percent or more of the Plan's net assets
available for Plan benefits for this year.
At December 31, 1996, the fair value of non-participant-directed
investments in the Ecolab Stock Fund approximated $93,491,000.
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. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
(Continued)
17
<PAGE>
ECOLAB SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
___________
5. RELATED PARTY AND PARTY-IN-INTEREST TRANSACTIONS:
The trustees, Fidelity in 1996 and 1995 and Mellon Bank N.A. in 1994, were
authorized under contract provisions, or by ERISA regulations providing an
administrative or statutory exemption, to invest in funds under their
control and in securities of the Company. As of December 31, 1996 and
1995, investments in Fidelity funds totaled 49% and 50% of Plan assets,
respectively.
In 1996 and 1995, participant contributions were invested in the Managed
Income Fund and mutual funds under the trustee's control. In 1996, there
were 2,691 purchases and 1,968 sales in these various funds totaling
$81,625,000 and $47,738,000, respectively. In 1995, there were 2,469
purchases and 1,624 sales in these funds 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. In 1996, there were 342 purchases and 270 sales in this fund,
totaling $29,760,000 and $19,735,000, respectively. In 1995, there were
318 purchases and 229 sales in this fund totaling $22,029,000 and
$25,729,000, respectively.
In 1994, 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 1994
purchases, at cost, of Ecolab Inc. common stock were $13,348,000. In 1994
sales, at fair value, of Ecolab Inc. common stock were $1,945,000.
6. PLAN AMENDMENTS:
A Declaration of Merger was adopted by the Company, effective January 1,
1996, to merge the assets of the Profit Sharing Retirement Plan and Trust
Agreement of Kay Chemical Company and the Kay Chemical Company Section
401(k) Savings Plan into the Plan. A Declaration of Merger was also adopted
by the Company, effective June 1, 1996, to merge the assets of the Profit
Sharing Plan and Trust for Employees of Western Water Management, Inc. into
the Plan. The assets transferred into the Plan as a result of these mergers
were invested in similar investment options as under the prior plans until
participants were able to direct their accounts into one or more of the
Plan's available investment options.
(Continued)
18
<PAGE>
ECOLAB SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
___________
6. PLAN AMENDMENTS, (Continued):
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.
As of January 1, 1997, the Huntington Laboratories, Inc. Savings and
Retirement Plan was merged into and became a part of the Plan under a
Declaration of Merger adopted in December 1996. Assets of $4,907,000 were
transferred to the Plan subsequent to December 31, 1996.
19
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
ECOLAB SAVINGS PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
as of December 31, 1996
-----------------
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>
* Fidelity Management and Fidelity Retirement Money
Research Co. Market Portfolio,
7,855,252 units $ 7,855 $ 7,855
* Fidelity Management and Fidelity Government
Research Co. Securities Fund,
1,343,642 units 12,811 13,020
* Fidelity Management and Fidelity Puritan Fund,
Research Co. 1,583,351 units 26,016 27,297
* Fidelity Management and Spartan U.S. Equity
Research Co. Index Fund,
949,848 units 18,921 25,598
* Fidelity Management and Fidelity Magellan Fund,
Research Co. 299,649 units 22,782 24,167
* Fidelity Management and Fidelity Small Cap Stock
Research Co. Fund, 730,560 units 8,667 9,906
* Fidelity Management and Fidelity Overseas Fund,
Research Co. 337,062 units 9,516 10,395
* Fidelity Management Managed Income Fund,
Trust Co. 39,803,244 units 39,803 39,803
* Ecolab Inc. Ecolab Stock Fund,
8,259,962 units 77,324 148,184
* Participant loans Participant loans due
1/97-12/2006 (stated
interest rates ranging
from 6.0% to 11.5%) 13,679
-------- --------
$223,695 $319,904
-------- --------
-------- --------
</TABLE>
* Party-in-interest
20
<PAGE>
ECOLAB SAVINGS PLAN
LINE 27b - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
for the year ended December 31, 1996
-------------------
EIN 41-0231510
Plan Number: 003
(Dollars)
<TABLE>
<CAPTION>
Amount Received
(c) During Year (f) Overdue Amount
(b) Original ---------------------- Unpaid (g) ---------------------
Indemtity of Loan (d) (e) Balance at Description (h) (i)
(a) Obligor Amount Principal Interest Year End of Loan Principal Interest
- --- ------------ -------- --------- -------- ---------- ----------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Plan Participant - Participant Loan:
* WIL 14 $10,500 $299 $301 $9,063 General purpose note $9,063 $ -
dated 2/28/94, 6.0%
annual interest rate
and scheduled maturity
of 2/16/99.
Plan Participant - Participant Loan:
* SAU 06 16,000 - - 14,761 General purpose note 14,761 -
dated 1/31/94, 6.0%
annual interest rate
and scheduled maturity of
1/16/99.
</TABLE>
* Denotes party-in-interest
21
<PAGE>
ECOLAB SAVINGS PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1996
___________
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 $10,019 $10,019 $10,019
Fidelity Retirement Money
Market Portfolio $ 8,287 8,287 8,287 $ -
Fidelity Puritan Fund 25,740 25,740 25,740
Fidelity Puritan Fund 11,097 10,813 11,097 284
Spartan U.S. Equity
Index Fund 10,095 10,095 10,095
Spartan U.S. Equity
Index Fund 5,233 4,610 5,233 623
Fidelity Magellan Fund 12,343 12,343 12,343
Fidelity Magellan Fund 7,488 7,554 7,488 (66)
Managed Income Fund 10,542 10,542 10,542
Managed Income Fund 8,316 8,316 8,316 -
</TABLE>
(Continued)
22
<PAGE>
ECOLAB SAVINGS PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1996, (Continued)
___________
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>
Ecolab Inc./Fidelity
Management Trust Co. Ecolab Stock Fund $29,760 $29,760 $29,760
Ecolab Stock Fund $19,735 15,815 19,735 $3,920
Single Transactions:
- --------------------
Fidelity Management
Trust Company Fidelity Puritan Fund 14,720 14,720 14,720
</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.
23
<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 27, 1997 By:/s/Diana D. Lewis
------------- ----------------------------------------------------
Diana D. Lewis
Vice President -
Human Resources of Ecolab Inc.
(Plan Administrator)
24
<PAGE>
EXHIBIT INDEX
Exhibit No. Document Method of Filing
- ----------- -------- ----------------
(23) Consent of Independent Accountants. Filed herewith
electronically
<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 11, 1997 on our audits of the
financial statements of the Ecolab Savings Plan as of December 31, 1996 and
1995 and for the years ended December 31, 1996, 1995 and 1994, and related
supplemental schedules as of and for the year ended December 31, 1996, 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 and related supplemental schedules 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 27, 1997
