Obligation Ecolabia Inc 4.35% ( US278865AL43 ) en USD

Ecolabia Inc

100 % ⇌

Etas-Unis

US278865AL43 ( en USD )

4.35% par an ( paiement semestriel )

07/12/2021 - Obligation échue

Prospectus brochure de l'obligation Ecolab Inc US278865AL43 en USD 4.35%, échue

2 000 USD

1 250 000 000 USD

278865AL4

N/A

Ecolab Inc. est une société mondiale de technologies et de services de l'eau, de l'hygiène et de l'infection, offrant des solutions aux secteurs de l'alimentation et des boissons, de l'hôtellerie, de la santé et de l'industrie.

L'Obligation émise par Ecolabia Inc ( Etas-Unis ) , en USD, avec le code ISIN US278865AL43, paye un coupon de 4.35% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 07/12/2021
L'Obligation émise par Ecolabia Inc ( Etas-Unis ) , en USD, avec le code ISIN US278865AL43, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 a2203187z424b5.htm 424B5
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Table of Contents
TABLE OF CONTENTS

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-178273

CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Maximum
Maximum
Amount of
Title of Each Class of
Amount to be
Offering
Aggregate
Registration
Securities to be Registered
Registered
Price Per Unit
Offering Price
Fee(1)

2.375% Notes due 2014
$
500,000,000
99.940% $
499,700,000
$
57,265.62

3.000% Notes due 2016
$
1,250,000,000
99.802% $
1,247,525,000
$
142,966.37

4.350% Notes due 2021
$
1,250,000,000
99.936% $
1,249,200,000
$
143,158.32

5.000% Notes due 2041
$
750,000,000
98.971% $
742,282,500
$
85,065.57

Total
$
3,750,000,000
$
3,738,707,500
$
428,455.88

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.

Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated December 2, 2011)
$3,750,000,000

$500,000,000 2.375% Notes due 2014
$1,250,000,000 3.000% Notes due 2016
$1,250,000,000 4.350% Notes due 2021
$750,000,000 5.500% Notes due 2041
The notes due 2014 will bear interest at a rate of 2.375% per year. The notes due 2016 will bear interest at a rate of 3.000%
per year. The notes due 2021 will bear interest at a rate of 4.350% per year. The notes due 2041 will bear interest at a rate of 5.500%
per year. We refer to each series of notes, collectively, in this prospectus supplement as the "notes." Interest on the notes will be
payable semi-annually in arrears on June 8 and December 8 of each year, beginning June 8, 2012. We may redeem the notes at our
option, in whole at any time or in part from time to time, at the applicable redemption prices set forth under "Description of the
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Notes--Optional Redemption." If a change of control repurchase event as described herein occurs, unless we have exercised our
option to redeem the notes, we will be required to offer to repurchase the notes at the price described in this prospectus supplement.
The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our other senior
indebtedness from time to time outstanding.
The notes will be issued only in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Investing in the notes involves risks that are described under "Risk Factors" beginning on page S-13.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes
or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the
contrary is a criminal offense.
Per Note due
Per Note due
Per Note due
Per Note due

2014

2016

2021

2041

Total

Public offering price(1)

99.940%
99.802% 99.936% 98.971%$3,738,707,500
Underwriting
discount

0.450% 0.600% 0.650% 0.875%$
24,437,500
Proceeds,
before
expenses,
to
us

99.490% 99.202% 99.286% 98.096%$3,714,270,000
(1)
Plus accrued interest from December 8, 2011, if settlement occurs after that date.
The underwriters expect to deliver the notes to purchasers in book-entry form only through The Depository Trust Company for
the accounts of its participants, including Clearstream Banking, société anonyme, and Euroclear Bank, S.A./N.V., as operator of the
Euroclear System, on or about December 8, 2011.
Joint Book-Running Managers
BofA Merrill Lynch

J.P. Morgan
With Respect to

With Respect to

With Respect to

With Respect to
the Notes due 2014
the Notes due 2016
the Notes due 2021
the Notes due 2041
Wells Fargo Securities

RBS

Mitsubishi UFJ Securities

Credit Suisse
US Bancorp
SMBC Nikko
Co-Managers
Citigroup

UniCredit Capital Markets
BNP PARIBAS
ING
RBC
The Williams Capital Group, L.P.
The date of this prospectus supplement is December 6, 2011.
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TABLE OF CONTENTS
Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii

FORWARD-LOOKING STATEMENTS
S-iii

PROSPECTUS SUPPLEMENT SUMMARY
S-1

RISK FACTORS
S-13

USE OF PROCEEDS
S-20

CAPITALIZATION
S-21

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
S-22

DESCRIPTION OF THE NOTES
S-35

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
S-48

UNDERWRITING
S-53

LEGAL MATTERS
S-56

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
S-57

EXPERTS
S-57

Prospectus

ABOUT THIS PROSPECTUS
1

RISK FACTORS
1

WHERE YOU CAN FIND MORE INFORMATION
1

FORWARD-LOOKING STATEMENTS
2

ECOLAB INC.
4

USE OF PROCEEDS
4

RATIO OF EARNINGS TO FIXED CHARGES
5

DESCRIPTION OF DEBT SECURITIES
5

PLAN OF DISTRIBUTION
13

LEGAL MATTERS
14

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
15

EXPERTS
15
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No person is authorized to give any information or to make any representations other than those contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus and in any free writing prospectus issued by us, and, if given or
made, such information or representations must not be relied upon as having been authorized. Neither the delivery of this prospectus
supplement and the accompanying prospectus, nor any sale made hereunder, shall under any circumstances create any implication that
there has been no change in our affairs since the date of this prospectus supplement, or that the information contained or incorporated
by reference in this prospectus supplement or the accompanying prospectus is correct as of any time subsequent to the date of such
information.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain
jurisdictions may be restricted by law. This prospectus supplement and the accompanying prospectus do not constitute an offer,
solicitation or an invitation on our behalf or the underwriters or any of them, to subscribe to or purchase any of the notes, and may not
be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not
authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to
make such an offer or solicitation. See "Underwriting."
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which contains the specific terms of this offering of
notes and certain other matters relating to Ecolab. The second part is the prospectus dated December 2, 2011, which is part of our
Registration Statement on Form S-3 and contains more general information about, among other things, debt securities we may offer
from time to time, some of which does not apply to this offering of notes.
This prospectus supplement may add to, update or change the information in the accompanying prospectus. If information in this
prospectus supplement is inconsistent with information in the accompanying prospectus, this prospectus supplement will apply and
will supersede that information in the accompanying prospectus. Generally, when we refer to the prospectus, we are referring to both
parts of this document combined.
You will find more information about us in the registration statement. Any statements made in this prospectus supplement or the
accompanying prospectus concerning the provisions of legal documents are not necessarily complete and you should read the
documents that are filed as exhibits to the registration statement or otherwise filed with the Securities and Exchange Commission, or
the SEC, for a more complete understanding of the document or matter. It is important for you to read and consider all information
contained or incorporated by reference in this prospectus supplement and the accompanying prospectus before investing in the notes.
You should also read and consider the information in the documents to which we have referred you in "Where You Can Find More
Information" in the prospectus accompanying this prospectus supplement.
In this prospectus supplement, unless otherwise stated or the context otherwise requires, references to "the Company," "Ecolab,"
"we," "us" and "our" refer to Ecolab Inc. and its consolidated subsidiaries, which, prior to December 1, 2011, did not include Nalco
Holding Company and its subsidiaries and, since December 1, 2011, has included Nalco Holding Company and its subsidiaries,
which we also refer to as the "combined company." References to "Nalco" refer to Nalco Holding Company and its consolidated
subsidiaries.
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FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus, and the documents incorporated herein and therein by reference,
may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, or the
Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are subject to risks,
uncertainties and other factors that could cause actual results to differ materially from those of such forward-looking statements.
Additionally, we or our representatives may, from time to time, make other written or verbal forward-looking statements. In this
prospectus supplement and the accompanying prospectus, and the documents incorporated by reference herein and therein, we discuss
expectations regarding our business, financial condition and results of operations. Without limiting the foregoing, words or phrases
such as "will likely result," "are expected to," "will continue," "is anticipated," "we believe," "estimate," "project" (including the
negative or variations thereof) or similar terminology, generally identify forward-looking statements. Forward-looking statements
may also represent challenging goals for us. These statements, which represent our expectations or beliefs concerning various future
events, are based on current expectations that involve a number of risks and uncertainties that could cause actual results to differ
materially from those of such forward-looking statements. We caution that undue reliance should not be placed on forward-looking
statements, which speak only as of the date made.
Additional risks and uncertainties that may affect operating results and business performance are set forth under Item 1A of
Ecolab's Annual Report on Form 10-K for the year ended December 31, 2010 and Quarterly Reports on Form 10-Q for the periods
ended March 31, 2011, June 30, 2011 and September 30, 2011, and on Exhibit 99.4 to Ecolab's Current Report on Form 8-K filed on
December 2, 2011, each of which is incorporated by reference into this prospectus supplement and the accompanying prospectus, and
include:
·
our ability to promptly and effectively integrate the businesses of Ecolab and Nalco and to achieve the cost savings
and synergies we anticipate from the merger within the expected time frame or at all;
·
the potential for disruption from the merger to make it more difficult for us to maintain relationships with customers,
employees or suppliers;
·
the markets served and business operations of Nalco differ from Ecolab, and the combined business has a different
business mix than Ecolab's business prior to the acquisition, presenting different operational risks and challenges;
·
the combined company has substantial indebtedness and the future credit ratings of the combined company or its
subsidiaries may be different from what we currently expect;
·
the merger may involve unexpected costs, unexpected liabilities or unexpected delays;
·
the future results of the combined company will suffer if the combined company does not effectively manage its
expanded operations;
·
future events may impact our deferred tax position, including the utilization of foreign tax credits and undistributed
earnings of international affiliates that are considered to be reinvested indefinitely;
·
we will likely have to make additional contributions to fund our pension and other post-retirement benefit plans,
including Nalco plans, and such contributions will negatively impact our cash flow;
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·
we may incur significant expenses related to the amortization of intangible assets and may be required to report losses
resulting from the impairment of goodwill or other assets recorded, each in connection with the merger or other
completed or future acquisitions;
·
the vitality of the markets we serve;
·
the impact of worldwide economic factors such as the economy, capital flows, interest rates and foreign currency risk;
·
our ability to execute on key business initiatives, including leveraging a new ERP system and completing other actions
to increase the competitiveness of our European business;
·
the ability to acquire and effectively integrate complementary businesses;
·
fluctuations in raw material and delivered product costs;
·
our ability to develop competitive advantages through value, innovation and customer support;
·
the costs and effects of complying with laws and regulations relating to the environment, including evolving climate
change standards, and to the manufacture, storage, distribution, sale and use of our products, as well as to the conduct
of our business generally, including employment and labor laws;
·
restraints on pricing flexibility due to contractual obligations;
·
pressure on results of operations from consolidation of customers and vendors;
·
public health epidemics;
·
the occurrence of litigation or claims;
·
the loss or insolvency of a major customer or distributor;
·
acts of war, terrorism or hostilities, natural or man-made disasters, water shortages or severe weather conditions
which impact our markets;
·
our ability to attract and retain high caliber management talent;
·
our ability to develop new technologies and offerings in response to changing customer needs;
·
claims relating to products and services we supply, including pending claims relating to the use of our products during
the response to the Deepwater Horizon oil spill;
·
political, economic and legal risks relating to our non-U.S. operations; and
·
other uncertainties or risks reported from time to time in our reports to the SEC.
You should carefully consider all of the information in or incorporated by reference in this prospectus supplement and the
accompanying prospectus prior to investing in the notes. Except as may be required under applicable law, we undertake no duty to
update our forward-looking statements.
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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information contained in, or incorporated by reference into, this prospectus supplement
and the accompanying prospectus. It does not contain all of the information that may be important to you in making a decision
whether or not to purchase notes. We encourage you to read the entire prospectus supplement, the accompanying prospectus and
the documents filed with the SEC that are incorporated by reference herein and therein before investing in the notes. You should
also carefully consider the matters discussed in the section entitled "Risk Factors" in Item 1A of Ecolab's Annual Report on
Form 10-K for the year ended December 31, 2010 and Quarterly Reports on Form 10-Q for the periods ended March 31, 2011,
June 30, 2011 and September 30, 2011, and on Exhibit 99.4 to Ecolab's Current Report on Form 8-K filed on December 2, 2011,
which are incorporated by reference into this prospectus supplement and the accompanying prospectus.
Ecolab's Business
With sales of $6 billion and more than 26,000 associates, Ecolab Inc., a Delaware corporation, is the global leader in cleaning,
sanitizing, food safety and infection prevention products and services and delivers comprehensive programs and services in more
than 160 countries. Ecolab also provides pest elimination, maintenance and repair services. Ecolab provides products and services
primarily to hotels and restaurants, healthcare and educational facilities, quick-service (fast-food and other convenience store) units,
grocery stores, commercial and institutional laundries, light industry, dairy plants and farms, food and beverage processors and the
vehicle wash industry. A strong commitment to customer support is a distinguishing characteristic of Ecolab's business.
Ecolab's business is based upon its three reportable segments:
United States Cleaning & Sanitizing Segment
The "United States Cleaning & Sanitizing" segment is comprised of six business units which provide cleaning and sanitizing
products and programs to United States markets.
Institutional: Our Institutional Division is our largest division and sells specialized cleaners and sanitizers for washing
dishes, glassware, flatware, foodservice utensils and kitchen equipment, for on-premise laundries (typically used by hotel and health
care customers) and for general housekeeping functions, as well as food safety products and equipment, water filters, dishwasher
racks and related kitchen sundries to the foodservice, lodging, educational and healthcare industries. The Institutional Division also
provides pool and spa treatment programs for hospitality and other commercial customers, as well as a broad range of janitorial
cleaning and floor care products and programs to customers in hospitality, health care and commercial facilities. The Institutional
Division develops and markets various chemical dispensing device systems, which are made available to customers, to dispense our
cleaners and sanitizers. In addition, the Institutional Division markets a lease program comprised of energy-efficient dishwashing
machines, detergents, rinse additives and sanitizers, including full machine maintenance.
Food & Beverage: Our Food & Beverage Division addresses cleaning and sanitation at the beginning of the food chain to
facilitate the processing of products for human consumption. The Division provides detergents, cleaners, sanitizers, lubricants and
animal health products, as well as cleaning systems, electronic dispensers and chemical injectors for the application of chemical
products, primarily to dairy plants, dairy farms, breweries, soft-drink bottling plants, and meat, poultry and other food processors.
The Food & Beverage Division is also a leading developer and marketer of antimicrobial products used in direct contact with meat,
poultry, seafood and produce during processing in order to reduce microbial contamination. The Division also designs, engineers and
installs CIP ("clean-in-place") process control systems and facility cleaning systems for its customer base. Also within the Food &
Beverage Division, our Water, Energy & Waste business offers sustainable solutions
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designed to reduce our customers' operational costs. This is performed through water treatment programs for heating, cooling and
filtration processes, along with customized wastewater treatment offerings.
Kay: Our Kay business unit supplies cleaning and sanitizing chemical products and related items primarily to regional,
national and international quick service restaurant chains and to regional and national food retailers (i.e., supermarkets and grocery
stores). Its products include specialty and general purpose hard surface cleaners, degreasers, sanitizers, polishes, hand care products
and assorted cleaning tools and equipment which are primarily sold under the "Kay" and "Ecolab" brand names. Kay's cleaning and
sanitation programs are customized to meet the needs of the market segments it serves and are designed to provide highly effective
cleaning performance, promote food safety, reduce labor costs and enhance user and guest safety. A number of product dispensing
options are available for products in the core product range. Kay supports its product sales with employee training programs and
technical support designed to meet the special needs of its customers.
Healthcare: Our Healthcare Division provides infection prevention and other healthcare related offerings to acute care
hospitals, surgery centers, dental offices and veterinary clinics. The Healthcare Division's proprietary infection prevention products
(hand hygiene, hard surface disinfectants, instrument cleaners, patient drapes, fluid control products and equipment drapes) are sold
primarily under the "Ecolab" and "Microtek" brand names to various departments within the acute care environment (Infection
Control, Environmental Services, Central Sterile and Operating Room). The Healthcare Division's Microtek Medical business is a
leader in niche branded specialty surgical drapes and fluid control products. Through the recently-acquired O.R. Solutions business,
the Division provides irrigation fluid warming and cooling systems, including custom fit sterile drapes.
Textile Care: Our Textile Care Division provides chemical laundry products and proprietary dispensing systems, as well as
related programs, to large industrial and commercial laundries. Typically these customers include free-standing laundry plants used
by institutions such as hotels, restaurants and healthcare facilities as well as industrial and textile rental laundries. Products and
programs include laundry cleaning and specialty products, related dispensing equipment and water and energy management. The
Textile Care Division's programs are designed to meet our customers' needs for exceptional cleaning, while extending the useful life
of linen and reducing the customers' overall operating cost.
Vehicle Care: Our Vehicle Care Division provides vehicle appearance products which include soaps, polishes, sealants,
wheel and tire treatments and air fresheners. Products are sold to vehicle rental, fleet and consumer car wash and detail operations.
Brand names utilized by the Vehicle Care Division include Blue Coral®, Black Magic® and Rain-X®.
United States Other Services Segment
The "United States Other Services" segment is comprised of two business units: Pest Elimination and GCS Service.
Pest Elimination: Our Pest Elimination Division provides services designed to detect, eliminate and prevent pests, such as
rodents and insects, in restaurants, food and beverage processors, educational and healthcare facilities, hotels, quick service
restaurant and grocery operations and other institutional and commercial customers. In addition, through our EcoSure Food Safety
Management business, the Division provides customized on-site evaluations, training and quality assurance services to foodservice
operations.
GCS Service: GCS Service provides equipment repair and maintenance services for the commercial food service industry.
Repair services are offered for in-warranty repair, acting as the
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manufacturer's authorized service agent, as well as after warranty repair. In addition, GCS Service operates as a parts distributor to
repair service companies and end users.
International Segment
We conduct business in approximately 70 countries outside of the United States through wholly-owned subsidiaries or, in the
case of Venezuela, through a joint venture with a local partner. In other countries, selected products are sold by our export operations
to distributors, agents or licensees, although the volume of those sales is not significant in terms of our overall revenues. Our largest
International operations are located in Europe, Asia Pacific, Latin America and Canada, with smaller operations in Africa and the
Middle East.
In general, the businesses conducted internationally are similar to those conducted in the United States but are managed on a
geographic basis. The businesses which are similar to the United States' Institutional and Food & Beverage businesses are the largest
businesses in our International operations. They are conducted in virtually all of our International locations and, compared to the
United States, constitute a larger portion of the overall business. Healthcare and Textile Care are also significant businesses in our
International operations, particularly in Europe. Kay has sales in a number of International locations. A significant portion of Kay's
international sales are to international units of United States-based quick service restaurant chains. Consequently, a substantial portion
of Kay's international sales are made either to domestic or internationally-located third-party distributors who serve these chains.
Our Pest Elimination business continues to expand its geographic coverage. We operate this business in various countries in
Asia Pacific, Western Europe, Latin America and South Africa, with the largest operations in France and the United Kingdom.
Our other businesses are conducted less extensively in our International locations. However, in general, most of the principal
businesses conducted in the United States are also operated in Canada.
Corporate Information
Our principal executive offices are located at 370 Wabasha Street North, St. Paul, Minnesota 55102. Our telephone number is
1-800-232-6522. Our Internet website address is www.ecolab.com. The information contained on our website is not incorporated by
reference in this prospectus supplement or the accompanying prospectus.
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