UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

 

(Amendment No. 1)

 

(Mark One)

 

x                              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

OR

 

o                                 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to              

 

ECOLAB INC.

(Exact name of registrant as specified in its charter)

 

 

Registrant’s telephone number, including area code:  1-800-232-6522

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Securities registered pursuant to Section 12(g) of the Act:  None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  x YES  o NO

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  o YES  x NO

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x YES  o NO

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.  x YES  o NO

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,”  “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  o YES  x NO

 

Aggregate market value of voting and non-voting common equity held by non-affiliates of registrant on June 29, 2012:

$19,976,543,000 (see Item 12, under Part III hereof), based on a closing price of registrant’s Common Stock of $68.53 per share.

 

The number of shares of registrant’s Common Stock, par value $1.00 per share, outstanding as of January 31, 2013: 294,954,864 shares.

 

 

 

EXPLANATORY NOTE

 

Ecolab Inc. (the “Company”) is filing this Amendment No. 1 (“Amendment”) to its Annual Report on Form 10-K (“Form 10-K”) for the fiscal year ended December 31, 2012, filed with the Securities and Exchange Commission on February 26, 2013, solely to amend Exhibit 21.1, List of Subsidiaries of the Company.  Exhibit 21.1 as originally filed was an incorrect version of the List of Subsidiaries of the Company. The revised Exhibit 21.1 included in this Amendment is the correct version of the List of Subsidiaries of the Company.

 

As required by the applicable rules, currently-dated Section 302 certifications from the Company’s Chief Executive Officer and Chief Financial Officer are included as exhibits to this Amendment.

 

Except as described above, no other revisions or amendments have been made to Part IV, Item 15, or to any other portion of the Form 10-K. This Amendment does not reflect events occurring after February 26, 2013, the date of the original filing of the Form 10-K, or modify or update any disclosures that may have been affected by subsequent events.

 

PART IV

 

Item 15.  Exhibits, Financial Statement Schedules.

 

(a)(3)                                                                  The following documents are filed as exhibits to this Report.

 

(21.1)                List of Subsidiaries.

 

(31.1)                Rule 13a-14(a) Certifications.

 

SIGNATURE

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Ecolab Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 5th day of August, 2014.

 

	ECOLAB INC.
	(Registrant)
	By:	/s/David F. Duvick
		David F. Duvick
		Assistant Secretary

 

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EXHIBIT INDEX

 

Exhibit No.		Description		Method Of Filing
(21.1)		List of Subsidiaries		Filed herewith electronically.
(31.1)		Rule 13a-14(a) Certifications		Filed herewith electronically.

 

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