<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, 1998
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 Wabasha Street North
Saint Paul, Minnesota 55102-1390
<PAGE>
ECOLAB SAVINGS PLAN
-------------------
REPORT ON AUDITS OF FINANCIAL STATEMENTS
As of December 31, 1998 and 1997
and
for each of the three years in the period ended December 31, 1998
AND SUPPLEMENTAL SCHEDULES
as of December 31, 1998
and
for the year then ended
<PAGE>
INDEX
<TABLE>
<CAPTION>
Page(s)
-------
<S> <C>
Report of Independent Accountants 2
Financial Statements:
Statement of Net Assets Available for Plan
Benefits as of December 31, 1998 and 1997 3
Statement of Changes in Net Assets
Available for Plan Benefits, With
Fund Information, for the year ended
December 31, 1998 4 - 6
Statement of Changes in Net Assets
Available for Plan Benefits, With
Fund Information, for the year ended
December 31, 1997 7 - 8
Statement of Changes in Net Assets
Available for Plan Benefits, With
Fund Information, for the year ended
December 31, 1996 9 - 10
Notes to Financial Statements 11 - 22
Supplemental Schedules:
Line 27a - Schedule of Assets Held for
Investment Purposes as of December 31, 1998 23 - 24
Line 27d - Schedule of Reportable Transactions
for the year ended December 31, 1998 25
</TABLE>
1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrator
Ecolab Savings Plan
In our opinion, the financial statements referred to in the accompanying
index on page 1 present fairly, in all material respects, the net assets
available for benefits of the Ecolab Savings Plan (the "Plan") as of December
31, 1998 and 1997, and the changes in net assets available for plan benefits
for each of the three years in the period ended December 31, 1998 in
conformity with generally accepted accounting principles. 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 of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audit 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, assessing the accounting principles used and
significant estimates made by the Plan Administrator, and evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules
referred to 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. These supplemental schedules
and fund information are the responsibility of the Plan's Administrator. 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/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Saint Paul, Minnesota
June 25, 1999
2
<PAGE>
ECOLAB SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of December 31, 1998 and 1997
<TABLE>
<CAPTION>
(in thousands) 1998 1997
------------ ------------
<S> <C> <C>
ASSETS
Investments:
Fidelity mutual funds:
Retirement Money Market Portfolio $ 10,756 $ 8,300
Government Income Fund 17,622 13,835
Puritan Fund 32,480 32,128
Spartan U.S. Equity Index Fund 49,121 38,935
Magellan Fund 44,206 31,100
Small Cap Selector 12,242 13,209
Overseas Fund 12,212 11,594
Spartan Extended Market Index Fund 100
Freedom Income Fund 82
Freedom 2000 Fund 1,416
Freedom 2010 Fund 693
Freedom 2020 Fund 214
Freedom 2030 Fund 51
Other mutual funds:
PIMCO Total Return Fund 439
Washington Mutual Investors Fund 614
Harbor Capital Appreciation Fund 555
------------ ------------
182,803 149,101
Other funds:
Managed Income Fund 41,596 39,860
Ecolab Stock Fund 305,119 230,208
Participant loans 15,938 15,195
------------ ------------
Total investments 545,456 434,364
------------ ------------
Dividends receivable 874 778
Total assets 546,330 435,142
LIABILITIES
Other liabilities 125 77
------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $546,205 $435,065
------------ ------------
------------ ------------
</TABLE>
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, 1998
<TABLE>
<CAPTION>
Retirement Government Spartan
(in thousands) Money Market Income Puritan U.S. Equity Magellan
Portfolio Fund Fund Index Fund Fund
------------ ------------ ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Additions:
Interest
Dividends $ 452 $ 936 $ 3,516 $ 971 $ 2,000
Net appreciation/
(depreciation) in the
fair value of investments 332 1,415 9,837 8,605
Increase in Plan's interest
in other funds
------------ ------------ ------------ ------------ ------------
Total investment income 452 1,268 4,931 10,808 10,605
Plan expenses (10) (4) (11) (9) (6)
------------ ------------ ------------ ------------ ------------
442 1,264 4,920 10,799 10,599
Employee contributions 587 1,182 1,818 3,026 3,119
Employer contributions
------------ ------------ ------------ ------------ ------------
Total additions 1,029 2,446 6,738 13,825 13,718
Deductions:
Distributions and
withdrawals (928) (900) (3,018) (2,857) (1,323)
------------ ------------ ------------ ------------ ------------
Net increase (decrease)
before loan activity
and interfund transfers 101 1,546 3,720 10,968 12,395
Loans granted (214) (330) (484) (855) (852)
Loan principal and
interest repayments 185 333 581 757 889
Interfund transfers 2,384 2,238 (3,465) (684) 674
------------ ------------ ------------ ------------ ------------
Net increase (decrease) 2,456 3,787 352 10,186 13,106
Net assets available for plan benefits:
Beginning of year 8,300 13,835 32,128 38,935 31,100
------------ ------------ ------------ ------------ ------------
End of Year $ 10,756 $ 17,622 $ 32,480 $ 49,121 $ 44,206
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
<CAPTION>
Spartan
Extended
(in thousands) Small Cap Overseas Market
Selector Fund Index Fund
----------- --------- ------------
<S> <C> <C> <C>
Additions:
Interest
Dividends $ 535 $ 239 $ 2
Net appreciation/
(depreciation) in the
fair value of investments (1,582) 1,130 10
Increase in Plan's interest
in other funds
------------ ------------ ------------
Total investment income (1,047) 1,369 12
Plan expenses (3) (2)
------------ ------------ ------------
(1,050) 1,367 12
Employee contributions 1,418 1,232 2
Employer contributions
------------ ------------ ------------
Total additions 368 2,599 14
Deductions:
Distributions and
withdrawals (687) (664)
------------ ------------ ------------
Net increase (decrease)
before loan activity
and interfund transfers (319) 1,935 14
Loans granted (273) (295)
Loan principal and
interest repayments 319 379
Interfund transfers (694) (1,401) 86
------------ ------------ ------------
Net increase (decrease) (967) 618 100
Net assets available for plan benefits:
Beginning of year 13,209 11,594
------------ ------------ ------------
End of Year $ 12,242 $ 12,212 $ 100
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
(Continued)
4
<PAGE>
ECOLAB SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
for the year ended December 31, 1998 (Continued)
<TABLE>
<CAPTION>
(in thousands) Freedom Freedom Freedom Freedom Freedom
Income Fund 2000 Fund 2010 Fund 2020 Fund 2030 Fund
------------- ----------- ----------- ----------- -----------
Additions:
Interest
Dividends $ 1 $ 45 $ 21 $ 6 $ 1
Net appreciation/
(depreciation) in the
fair value of investments 2 44 39 16 5
Increase in Plan's interest
in other funds
------------ ------------ ------------ ------------ ------------
Total investment income 3 89 60 22 6
Plan expenses ------------ ------------ ------------ ------------ ------------
3 89 60 22 6
Employee contributions 1 11 9 73 5
Employer contributions ------------ ------------ ------------ ------------ ------------
Total additions 4 100 69 95 11
Deductions:
Distributions and
withdrawals
------------ ------------ ------------ ------------ ------------
Net increase (decrease)
before loan activity
and interfund transfers 4 100 69 95 11
Loans granted
Loan principal and
interest repayments 1 3 1
Interfund transfers 78 1,315 621 118 40
------------ ------------ ------------ ------------ ------------
Net increase (decrease) 82 1,416 693 214 51
Net assets available for plan benefits:
Beginning of year ------------ ------------ ------------ ------------ ------------
End of year $ 82 $ 1,416 $ 693 $ 214 $ 51
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
<CAPTION>
Washington Harbor
PIMCO Mutual Capital
(in thousands) Total Investors Appreciation
Return Fund Fund Fund
------------ ------------ ------------
<S> <C> <C> <C>
Additions:
Interest
Dividends $ 21 $ 46 $ 31
Net appreciation/
(depreciation) in the
fair value of investments (15) 4 45
Increase in Plan's interest
in other funds
------------ ------------ ------------
Total investment income 6 50 76
Plan expenses ------------ ------------ ------------
6 50 76
Employee contributions 7 12 27
Employer contributions ------------ ------------ ------------
Total additions 13 62 103
Deductions:
Distributions and
withdrawals (13)
------------ ------------ ------------
Net increase (decrease)
before loan activity
and interfund transfers 13 49 103
Loans granted (6) (1)
Loan principal and
interest repayments 3 3
Interfund transfers 426 568 450
------------ ------------ ------------
Net increase (decrease) 439 614 555
Net assets available for plan benefits:
Beginning of year ------------ ------------ ------------
End of year $ 439 $ 614 $ 555
------------ ------------ ------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
(Continued)
5
<PAGE>
ECOLAB SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
for the year ended December 31, 1998 (Continued)
<TABLE>
<CAPTION>
(in thousands) Mutual Fund Managed Ecolab Participant
Subtotal Income Fund Stock Fund Loans Other
------------- ------------- ------------ ------------ ---------
<S> <C> <C> <C> <C> <C>
Additions:
Interest $ 2,343 $ 1,184
Dividends $ 8,823 $ 3,173 $ 96
Net appreciation/
(depreciation) in the
fair value of investments 19,887
Increase in Plan's interest
in other funds 262 71,123
------------ ------------- ------------ ------------ ---------
Total investment income 28,710 2,605 74,296 1,184 96
Plan expenses (45) (34) (63)
------------ ------------- ------------ ------------ ---------
28,665 2,571 74,233 1,184 96
Employee contributions 12,529 1,720 7,328
Employer contributions 7,368
------------ ------------- ------------ ------------ ---------
Total additions 41,194 4,291 88,929 1,184 96
Deductions:
Distributions and
withdrawals (10,390) (3,388) (9,630) (1,098) (48)
------------ ------------- ------------ ------------ ---------
Net increase (decrease)
before loan activity
and interfund transfers 30,804 903 79,299 86 48
Loans granted (3,310) (890) (3,820) 8,020
Loan principal and
interest repayments 3,454 861 3,048 (7,363)
Interfund transfers 2,754 862 (3,616)
------------ ------------- ------------ ------------ ---------
Net increase (decrease) 33,702 1,736 74,911 743 48
Net assets available
for plan benefits:
Beginning of year 149,101 39,860 230,208 15,195 701
------------ ------------- ------------ ------------ ---------
End of year $182,803 $ 41,596 $305,119 $ 15,938 $ 749
------------ ------------- ------------ ------------ ---------
------------ ------------- ------------ ------------ ---------
<CAPTION>
(in thousands)
Total
---------
<S> <C>
Additions:
Interest $ 3,527
Dividends 12,092
Net appreciation/
(depreciation) in the
fair value of investments 19,887
Increase in Plan's interest
in other funds 71,385
---------
Total investment income 106,891
Plan expenses (142)
---------
106,749
Employee contributions 21,577
Employer contributions 7,368
---------
Total additions 135,694
Deductions:
Distributions and
withdrawals (24,554)
---------
Net increase (decrease)
before loan activity
and interfund transfers 111,140
Loans granted
Loan principal and
interest repayments
Interfund transfers
---------
Net increase (decrease) 111,140
Net assets available
for plan benefits:
Beginning of year 435,065
---------
End of year $546,205
---------
---------
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE>
ECOLAB SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
for the year ended December 31, 1997
<TABLE>
<CAPTION>
Retirement Government Spartan
(in thousands) Money Market Income Puritan U.S. Equity Magellan
Portfolio Fund Fund Index Fund Fund
-------------- ----------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C>
Additions:
Interest
Dividends $ 427 $ 828 $ 2,568 $ 865 $ 1,989
Net appreciation in the
fair value of investments 298 3,236 8,457 4,418
Increase (decrease) in
Plan's interest in other funds
-------------- ----------- ---------- ------------- ----------
Total investment income 427 1,126 5,804 9,322 6,407
Plan expenses (10) (5) (11) (8) (5)
-------------- ----------- ---------- ------------- ----------
417 1,121 5,793 9,314 6,402
Employee contributions 643 1,386 1,807 2,489 3,014
Employer contributions
Transfers from other
plans (Note 6) 136 379 662 2,240
Total additions -------------- ----------- ---------- ------------- ----------
1,196 2,886 8,262 14,043 9,416
Deductions:
Distributions and
withdrawals (814) (778) (3,999) (1,880) (1,450)
-------------- ----------- ---------- ------------- ----------
Net increase (decrease)
before loan activity
and interfund transfers 382 2,108 4,263 12,163 7,966
Loans granted (241) (326) (549) (834) (897)
Loan principal and
interest repayments 231 355 526 684 842
Interfund transfers 73 (1,322) 591 1,324 (978)
-------------- ----------- ---------- ------------- ----------
Net increase (decrease) 445 815 4,831 13,337 6,933
Net assets available for plan benefits:
Beginning of year 7,855 13,020 27,297 25,598 24,167
-------------- ----------- ---------- ------------- ----------
End of year $ 8,300 $ 13,835 $ 32,128 $ 38,935 $ 31,100
-------------- ----------- ---------- ------------- ----------
-------------- ----------- ---------- ------------- ----------
<CAPTION>
(in thousands) Small Cap Overseas
Selector Fund
----------- --------
<S> <C> <C>
Additions:
Interest
Dividends $ 972 $ 575
Net appreciation in the
fair value of investments 1,680 608
Increase (decrease) in
Plan's interest in other funds
----------- --------
Total investment income 2,652 1,183
Plan expenses (5) (1)
----------- --------
2,647 1,182
Employee contributions 1,409 1,445
Employer contributions
Transfers from other
plans (Note 6)
Total additions ----------- --------
4,056 2,627
Deductions:
Distributions and
withdrawals (582) (605)
----------- --------
Net increase (decrease)
before loan activity
and interfund transfers 3,474 2,022
Loans granted (296) (306)
Loan principal and
interest repayments 318 369
Interfund transfers (193) (886)
----------- --------
Net increase (decrease) 3,303 1,199
Net assets available for plan benefits:
Beginning of year 9,906 10,395
----------- --------
End of year $ 13,209 $ 11,594
----------- --------
----------- --------
</TABLE>
The accompanying notes are an integral part of the financial statements.
(Continued)
7
<PAGE>
ECOLAB SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
for the year ended December 31, 1997 (Continued)
<TABLE>
<CAPTION>
(in thousands) Mutual Fund Managed Ecolab Participant
Subtotal Income Fund Stock Fund Loans Other
-------- ----------- ---------- ----- -----
<S> <C> <C> <C> <C> <C>
Additions:
Interest $ 2,933 $ 1,069
Dividends $ 8,224 $ 2,563 $ 159
Net appreciation in the
fair value of investments 18,697
Increase (decrease) in
Plan's interest other funds (508) 72,785
------------ ------------- ------------ ------------ ---------
Total investment income 26,921 2,425 75,348 1,069 159
Plan expenses (45) (32) (51)
------------ ------------- ------------ ------------ ---------
26,876 2,393 75,297 1,069 159
Employee contributions 12,193 2,110 6,078
Employer contributions 8,468 (1,255)
Transfers from other
plans (Note 6) 3,417 1,522 110
--------- --------- --------- --------- ---------
Total additions 42,486 6,025 89,843 1,179 (1,096)
Deductions:
Distributions and
withdrawals (10,108) (3,289) (10,919) (757) (77)
--------- --------- --------- --------- ---------
Net increase (decrease)
before loan activity
and interfund transfers 32,378 2,736 78,924 422 (1,173)
Loans granted (3,449) (1,013) (3,305) 7,767
Loan principal and
interest repayments 3,325 1,016 2,332 (6,673)
Interfund transfers (1,391) (2,682) 4,073
--------- --------- --------- --------- ---------
Net increase (decrease) 30,863 57 82,024 1,516 (1,173)
Net assets available
for plan benefits:
Beginning of year 118,238 39,803 148,184 13,679 1,874
--------- --------- --------- --------- ---------
End of year $ 149,101 $ 39,860 $ 230,208 $ 15,195 $ 701
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
<CAPTION>
(in thousands)
Total
-----
<S> <C>
Additions:
Interest $ 4,002
Dividends 10,946
Net appreciation in the
fair value of investments 18,697
Increase (decrease) in
Plan's interest in other funds 72,277
---------
Total investment income 105,922
Plan expenses (128)
---------
105,794
Employee contributions 20,381
Employer contributions 7,213
Transfers from other
plans (Note 6) 5,049
---------
Total additions 138,437
Deductions:
Distributions and
withdrawals (25,150)
---------
Net increase (decrease)
before loan activity
and interfund transfers 113,287
Loans granted
Loan principal and
interest repayments
Interfund transfers
---------
Net increase (decrease) 113,287
Net assets available
for plan benefits:
Beginning of year 321,778
---------
End of year $ 435,065
---------
</TABLE>
The accompanying notes are an integral part of the financial statements.
(Continued)
8
<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>
Retirement Government Spartan
(in thousands) Money Market Income Puritan U.S. Equity Magellan
Portfolio Fund Fund Index Fund Fund
--------- ---- ---- ---------- ----
<S> <C> <C> <C> <C> <C>
Additions:
Interest $ 15
Dividends $ 350 $ 863 3,136 $ 606 $ 3,733
Net appreciation/
(depreciation) in the
fair value of investments (581) 526 3,759 (1,215)
Increase in Plan's interest in
other funds
-------------- ------------ --------- ------------ ----------
Total investment income 350 282 3,677 4,365 2,518
Plan expenses (8) (6) (10) (7) (5)
-------------- ------------ --------- ------------ ----------
342 276 3,667 4,358 2,513
Employee contributions 503 1,295 1,628 1,856 2,945
Employer contributions
Transfers from other
plans (Note 6) 263 271 15,335 623 1,333
-------------- ------------ --------- ------------ ----------
Total additions 1,108 1,842 20,630 6,837 6,791
Deductions:
Distributions and
withdrawals (454) (315) (1,871) (631) (449)
-------------- ------------ --------- ------------ ----------
Net increase
before loan activity
and interfund transfers 654 1,527 18,759 6,206 6,342
Loans granted (198) (316) (1,023) (630) (832)
Loan principal and
interest repayments 163 380 449 523 838
Interfund transfers 1,113 (991) (3,017) 2,521 (2,641)
-------------- ------------ --------- ------------ ----------
Net increase 1,732 600 15,168 8,620 3,707
Net assets available for plan benefits:
Beginning of year 6,123 12,420 12,129 16,978 20,460
-------------- ------------ --------- ------------ ----------
End of year $ 7,855 $ 13,020 $ 27,297 $ 25,598 $ 24,167
-------------- ------------ --------- ------------ ----------
-------------- ------------ --------- ------------ ----------
<CAPTION>
(in thousands) Small Cap Overseas
Selector Fund
-------- ----
<S> <C> <C>
Additions:
Interest
Dividends $ 368 $ 627
Net appreciation/
(depreciation) in the
fair value of investments 691 468
Increase in Plan's interest in
other funds
----------- ----------
Total investment income 1,059 1,095
Plan expenses (8) (1)
----------- ----------
1,051 1,094
Employee contributions 1,325 1,272
Employer contributions
Transfers from other
plans (Note 6) 122
Total additions 2,376 2,488
----------- ----------
Deductions:
Distributions and
withdrawals (179) (178)
----------- ----------
Net increase
before loan activity
and interfund transfers 2,197 2,310
Loans granted (286) (303)
Loan principal and
interest repayments 332 326
Interfund transfers 239 733
----------- ----------
Net increase 2,482 3,066
Net assets available for plan benefits:
Beginning of year 7,424 7,329
----------- ----------
End of year $ 9,906 $ 10,395
----------- ----------
----------- ----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
(Continued)
9
<PAGE>
ECOLAB SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
for the year ended December 31, 1996 (Continued)
<TABLE>
<CAPTION>
(in thousands) Mutual Fund Managed Ecolab Participant
Subtotal Income Fund Stock Fund Loans Other Total
-------- ----------- ---------- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Additions:
Interest $ 15 $ 2,102 $ 1 $ 958 $ 120 $ 3,196
Dividends 9,683 2,078 11,761
Net appreciation/
(depreciation) in the
fair value of investments 3,648 3,648
Increase in Plan's interest in
other funds 29,304 29,304
-------- -------- -------- -------- -------- --------
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 (Note 6) 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 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
-------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- --------
</TABLE>
The accompanying notes are an integral part of the financial statements.
10
<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.
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").
Effective January 1, 1997, employees who were previously participating
in the Huntington Laboratories, Inc. Savings and Retirement Plan became
participants of the Plan. Effective January 1, 1996, employees who were
previously 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 previously participating in the Profit Sharing Plan
and Trust for Employees of Western Water Management, Inc. became
participants of the Plan (see Note 6). Assets transferred into the Plan
as these employees became participants are shown separately as
"Transfers from other plans" in the Statement of Changes in Net Assets
Available for Plan Benefits, With Fund Information.
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)
11
<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 $10,000 in 1998 and
$9,500 in 1997 and 1996) 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 and after-tax savings contributions made on behalf of a
participant 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 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 are
determined annually by the Company's Board of Directors. If made, profit
sharing contributions are divided among participants 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
employer matching contributions and investment income thereon in the
event of death or total disability while employed by the Company or upon
retirement at, or after, age 65.
(Continued)
12
<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 non-vested employer matching
contributions and related investment income are used to reduce future
employer contributions.
PARTICIPANT LOANS:
Active employee participants (and beneficiaries who are "parties in
interest" as defined by ERISA) 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 at a
market rate determined by the Plan Administrator, are repaid generally
over 5 or 10 years. Participant loans are collateralized by a
borrower's vested account balance.
PARTICIPANT ACCOUNTS AND ALLOCATION:
Fidelity Management Trust Company ("Fidelity"), a division of Fidelity
Investments Institutional Services Company, Inc., provides investment
management, recordkeeping and trustee services for the Plan directly or
through one or more of its subsidiaries. The trust agreement authorizes
services to be performed by the trustee, its agents or affiliates.
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)
13
<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 entirely in the Ecolab Stock Fund and earnings thereon,
participants are allowed to allocate their entire account balance
and/or future before-tax and after-tax savings contributions in any
combination of investment options (18 at December 31, 1998).
Participants can transfer their account balances among the investment
options and/or change the investment of their future contributions,
and earnings thereon daily. 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. Thirteen of the 18 investment options existing
at December 31, 1998 are mutual funds of Fidelity, managed by Fidelity
Management and Research Company. PIMCO Total Return fund is managed by
Pacific Investment Management Company. Washington Mutual Investors
fund is managed by Capital Research and Management Company. Harbor
Capital Appreciation fund is advised by Harbor Capital Advisor and
Jennison Associates LLP is the subadvisor. The remaining investment
options include a fund invested primarily in investment contracts and
a non-diversified fund invested primarily in Ecolab Inc. common stock,
held by Fidelity Management Trust Company. At December 31, 1998, the
18 investment funds available to participants are:
Fidelity Retirement This portfolio invests in short-term
Money Market money market securities of U.S. and
Portfolio foreign issuers.
Fidelity Government This fund invests primarily in securities
Income Fund issued by the U.S. government agencies or
instrumentalities.
Fidelity Puritan Fund This fund invests in a broadly diversified
portfolio of domestic and foreign common
stocks, preferred stocks and bonds,
including high-yield debt securities.
Fidelity Spartan U.S. Equity This fund invests primarily in the Index
Fund common stocks of the 500 companies
that make up the Standard & Poor's Daily
Stock Price Index.
(Continued)
14
<PAGE>
ECOLAB SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
1. Description of Plan, (Continued):
Fidelity Magellan Fund This fund invests in common stocks of both
well-known and lesser known companies with
potentially above-average growth potential
and a correspondingly higher level of
risk.
Fidelity Small Cap This fund invests primarily in stocks of
Selector small market capitalization companies.
Fidelity Overseas Fund This fund invests primarily in common
stocks and securities convertible into
common stock of issuers whose principal
business activities are outside of the
U.S.
Fidelity Spartan Extended This fund invests primarily in stocks
Market Index Fund of small to mid-cap U.S. companies.
Fidelity Freedom This fund invests initially in
Income Fund approximately 20% Fidelity stock
mutual funds, 40% Fidelity bond mutual
funds, and 40% Fidelity money market
mutual funds.
Fidelity Freedom This fund invests initially in
2000 Fund approximately 41% Fidelity stock mutual
funds, 44% Fidelity bond mutual funds, and
15% Fidelity money market mutual funds.
Fidelity Freedom This fund invests initially in
2010 Fund approximately 65% Fidelity stock mutual
funds, 33% Fidelity bond mutual funds, and
2% Fidelity money market mutual funds.
Fidelity Freedom This fund invests initially in
2020 Fund approximately 80% Fidelity stock mutual
funds and 20% Fidelity bond mutual funds.
Fidelity Freedom This fund invests initially in
2030 Fund approximately 84% Fidelity stock mutual
funds and 16% Fidelity bond mutual funds.
(Continued)
15
<PAGE>
ECOLAB SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
1. Description of Plan, (Continued):
PIMCO Total Return Fund This fund invests in all types of bonds,
primarily in U.S. Government, corporate,
mortgage, and foreign bonds.
Washington Mutual This fund invests primarily in common
Investors Fund stocks of which 95% must be in U.S.
companies.
Harbor Capital This fund invests at least 65% of its
Appreciation Fund assets in companies with market
capitalization of at least $1 billion. The
fund may invest 20% of its assets in
foreign securities.
Managed Income Fund This fund is primarily a collection of
investment contracts and units 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 invests primarily in Ecolab
common stock with a small portion in money
market securities.
(Continued)
16
<PAGE>
ECOLAB SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
1. DESCRIPTION OF PLAN, (Continued):
As of December 31, 1998, approximately 7,800 employees were
participating in the Plan. At December 31, 1998, 1997 and 1996, the
approximate number of participants in each investment fund was as
follows:
<TABLE>
<CAPTION>
1998 1997 1996
------ ------ ------
<S> <C> <C> <C>
Fidelity Retirement Money
Market Portfolio 900 900 900
Fidelity Government Income Fund 1,800 1,800 1,800
Fidelity Puritan Fund 2,600 2,500 2,300
Fidelity Spartan U.S. Equity Index Fund 3,300 3,200 2,900
Fidelity Magellan Fund 3,700 3,500 3,200
Fidelity Small Cap Selector 2,300 2,200 2,100
Fidelity Overseas Fund 2,200 2,400 2,200
Fidelity Spartan Extended Market
Index Fund 10
Fidelity Freedom Income Fund 10
Fidelity Freedom 2000 Fund 40
Fidelity Freedom 2010 Fund 40
Fidelity Freedom 2020 Fund 40
Fidelity Freedom 2030 Fund 40
PIMCO Total Return Fund 50
Washington Mutual Investor Fund 80
Harbor Capital Appreciation Fund 80
Managed Income Fund 3,600 4,200 3,500
Ecolab Stock Fund 7,800 7,800 6,400
</TABLE>
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 the provisions of ERISA. In the event of
Plan termination, participants would become 100% vested in their
accounts.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The financial statements are prepared in conformity with generally
accepted accounting principles and use the following significant
accounting policies.
(Continued)
17
<PAGE>
ECOLAB SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (Continued):
VALUATION OF INVESTMENTS:
Investments in the Managed Income Fund are recorded at the underlying
net asset value per unit as determined by the Plan's trustee, which
approximates fair value. Investments in the Ecolab Stock Fund are
recorded at the underlying net asset value per unit as determined by
the Plan's trustee, which approximates fair value based on the quoted
market price of the Company's common stock. Mutual funds are recorded
at the underlying net asset value per unit, which approximates fair
value based on the publicly quoted market price of these funds. The
Plan determines the cost of investments sold by the average cost
method. Participant loans receivable are recorded at the principal
value of outstanding loans, plus accrued interest, which approximates
fair value.
As of January 1, 1996, approximately $3.6 million of assets invested in
the Managed Income Fund were 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. During 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 15%, or $561,000, as an additional interest
credit. The principal and interest credit related to these assets were
automatically invested into the Managed Income Fund, at which time
participants could transfer their respective balances 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)
18
<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 1998 or 1997 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:
The Company pays a portion of the administrative expenses of the Plan.
Certain asset management and administrative fees of the Plan are charged
against the Plan's investment income.
(Continued)
19
<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, 1998 and 1997 are summarized
as follows:
<TABLE>
<CAPTION>
Fair Value Cost
------------------------- --------------------------
(in thousands) 1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Fidelity Puritan Fund $ 32,480 $32,128 $ 28,053 $28,139
Fidelity Spartan U.S.
Equity Index Fund 49,121 38,935 28,289 25,208
Fidelity Magellan Fund 44,206 31,100 31,359 25,947
Managed Income Fund 41,596 39,860 41,842 40,368
Ecolab Stock Fund 305,119 230,208 111,840 95,889
</TABLE>
At December 31, 1998, the fair value of non-participant-directed
investments in the Ecolab Stock Fund approximated $188,575,000.
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. 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)
20
<PAGE>
ECOLAB SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
5. RELATED PARTY AND PARTY-IN-INTEREST TRANSACTIONS:
The trustee is 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, 1998, 1997 and 1996, investments in Fidelity funds
managed by Fidelity totaled 41%, 43% and 49% of Plan assets,
respectively.
Participant contributions are invested in one or more of the investment
fund options offered under the Plan, including the Ecolab Stock Fund. In
addition, employer matching and profit sharing contributions are
invested in the Ecolab Stock Fund, consisting of primarily Ecolab Inc.
common stock and also short-term investment funds under the trustee's
control. In 1998, 1997 and 1996, the number and dollar value of such
purchases and sales of funds managed by the trustee and the fund
consisting of Company stock were as follows (dollars in thousands):
<TABLE>
<CAPTION>
1998
--------------------------------------------------------
# of # of
Purchases Sales Purchases Sales
--------- ----- --------- -----
<S> <C> <C> <C> <C>
Fidelity funds 2,782 2,046 $114,673 $100,955
Ecolab Stock Fund 327 268 $ 68,153 $ 64,365
<CAPTION>
1997
--------------------------------------------------------
# of # of
Purchases Sales Purchases Sales
--------- ----- --------- -----
<S> <C> <C> <C> <C>
Fidelity funds 2,658 2,031 $ 85,593 $ 72,863
Ecolab Stock Fund 334 273 $ 42,393 $ 33,154
<CAPTION>
1998
--------------------------------------------------------
# of # of
Purchases Sales Purchases Sales
--------- ----- --------- -----
<S> <C> <C> <C> <C>
Fidelity funds 2,691 1,968 $ 81,625 $ 47,738
Ecolab Stock Fund 342 270 $ 29,760 $ 19,735
</TABLE>
(Continued)
21
<PAGE>
ECOLAB SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, (Continued)
6. PLAN AMENDMENTS:
The Plan was amended in 1998 to incorporate various legislative changes
relating to discrimination testing and benefits distribution, and to
incorporate changes in Securities and Exchange Commission requirements
relating to the Ecolab Stock Fund. The amendment also included other minor
modifications necessary to allow for efficient and equitable Plan
administration. To the extent required to maintain qualification of the
Plan under Code section 401(a), this amendment was effective retroactively
as of January 1, 1997.
A Declaration of Transfer was adopted, effective December 1, 1997, to
transfer the assets and liabilities of the Plan attributable to the
accounts of all participants who become employed by Century Products, Inc.
to the trustee of the trust established under the Century Products, Inc.
401(k) Plan. The amounts transferred for these participants in 1997 are
included with distributions and withdrawals on the Statement of Changes in
Net Assets Available for Plan Benefits.
A Declaration of Merger was adopted by the Company, effective July 1,
1999, to merge the assets of the Puritan/Churchill Chemical Company
Retirement Plan into the Plan. A Declaration of Merger was adopted by
the Company, effective January 1, 1997, to merge the assets of the
Huntington Laboratories, Inc. Savings and Retirement Plan into the Plan.
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 in the Plan years 1997 and 1996 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. As noted in Note 1, three amounts are included as
"Transfers from other plans" in the Statements of Changes in Net Assets
Available for Plan Benefits.
22
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
ECOLAB SAVINGS PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
as of December 31, 1998
EIN 41-0231510
Plan Number: 003
(Dollars in thousands)
<TABLE>
<CAPTION>
(c)
(b) Description of Investment,
Identity of Issue, Including Maturity Date, (e)
Borrower, Lessor Rate of Interest, Collateral, (d) Current
(a) or Similar Party Par or Maturity Value Cost Value
- ------- ------------------- ----------------------------- ------- ---------
<S> <C> <C> <C> <C>
* Fidelity Management Fidelity Retirement Money
and Research Co. Market Portfolio,
10,756,454 units $10,756 $ 10,756
* Fidelity Management Fidelity Government
and Research Co. Income Fund,
1,737,871 units 16,918 17,622
* Fidelity Management Fidelity Puritan Fund,
and Research Co. 1,618,340 units 28,053 32,480
* Fidelity Management Fidelity Spartan U.S.
and Research Co. Equity Index Fund,
1,117,397 units 28,289 49,121
* Fidelity Management Fidelity Magellan Fund,
and Research Co. 365,886 units 31,359 44,206
* Fidelity Management Fidelity Small Cap Selector,
and Research Co. 862,717 units 11,518 12,242
* Fidelity Management Fidelity Overseas Fund,
and Research Co. 339,422 units 10,388 12,212
* Fidelity Management Fidelity Spartan Extended
and Research Co. Market Index Fund
3,736 units 90 100
* Fidelity Management Fidelity Freedom
and Research Co. Income Fund
7,371 units 80 82
* Fidelity Management Fidelity Freedom
and Research Co. 2000 Fund
114,860 units 1,372 1,416
</TABLE>
* Party-in-interest
23
<PAGE>
ECOLAB SAVINGS PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
as of December 31, 1998 (Continued)
EIN 41-0231510
Plan Number: 003
(Dollars in thousands)
<TABLE>
<CAPTION>
(c)
(b) Description of Investment,
Identity of Issue, Including Maturity Date, (e)
Borrower, Lessor Rate of Interest, Collateral, (d) Current
(a) or Similar Party Par or Maturity Value Cost Value
- ------- ------------------- ----------------------------- ------- ---------
<S> <C> <C> <C> <C>
* Fidelity Management Fidelity Freedom
and Research Co. 2010 Fund
52,103 units 654 693
* Fidelity Management Fidelity Freedom
and Research Co. 2020 Fund
15,312 units 198 214
* Fidelity Management Fidelity Freedom
and Research Co. 2030 Fund
3,656 units 46 51
* Pacific Investment PIMCO Total Return Fund
Management Company 41,617 units 454 439
* Capital Research Washington Mutual
and Management Investors Fund
18,670 units 610 614
* Harbor Capital Advisor Harbor Capital
(Jennison Associates Appreciation Fund
LLP is the subadvisor) 14,600 units 510 555
* Fidelity Management Managed Income Fund
Trust Co. 41,841,982 units 41,842 41,596
* Ecolab Inc. Ecolab Stock Fund
8,926,840 units 111,840 305,119
* Participant loans Participant loans due
1/1999-12/2008 (stated
interest rates ranging
from 6.0% to 11.0%) 15,938
-------- --------
$294,977 $545,456
-------- --------
-------- --------
</TABLE>
* Party-in-interest
24
<PAGE>
ECOLAB SAVINGS PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1998
EIN 41-0231510
Plan Number: 003
(Dollars in thousands)
<TABLE>
<CAPTION>
(h)
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 (Loss)
-------------------------- ----------------------------- ------------ ---------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
SERIES OF TRANSACTIONS:
Fidelity Management
Trust Company Fidelity Retirement Money
Market Portfolio $35,449 $ 35,449 $ 35,449
$32,993 32,993 32,993 $ -
Fidelity Magellan Fund 13,570 13,570 13,570
9,069 8,158 9,069 911
Fidelity Spartan U.S.
Equity Index Fund 15,289 15,289 15,289
14,940 12,208 14,940 2,732
Managed Income Fund 21,811 21,811 21,811
20,337 20,337 20,337 -
Ecolab Inc./Fidelity
Management Trust Co. Ecolab Stock Fund 68,153 68,153 68,153
64,365 52,202 64,365 12,163
</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.
25
<PAGE>
ECOLAB SAVINGS PLAN
EXHIBITS
The following documents are filed as exhibits to this Report:
<TABLE>
<CAPTION>
Exhibit No. Document
- ----------- --------
<S> <C>
(23) Consent of Independent Accountants
</TABLE>
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 28, 1999 By:/s/Diane A. Wigglesworth
-------------- ---------------------------
Diane A. Wigglesworth
Compensation Vice President,
Ecolab Inc.
(Plan Administrator)
26
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Document Method of Filing
- ----------- -------- ----------------
<S> <C> <C>
(23) Consent of Independent Accountants Filed herewith
electronically
</TABLE>
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Registration Nos. 2-90702, 33-18202, 33-55986 and
33-56101) of Ecolab Inc. of our report dated June 22, 1999 related to the
financial statements, which appears in this Form 11-K. We also consent to the
references to us under the headings "Interests of Named Experts and
Counsel" and "Incorporation of Documents by Reference" in the above-listed
Registration Statements.
/s/PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Saint Paul, Minnesota
June 28, 1999
