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AGM 2019

May 2, 2019

Douglas M. Baker Jr.
Chairman and CEO, Ecolab

Well, good morning. How's everybody? Enjoying springtime Minnesota style? It's lovely, isn't it? Welcome to Ecolab's annual meeting of stockholders. I'm Doug Baker, Ecolab's Chairman and Chief Executive Officer. Joining me is Mike McCormick, our Executive Vice President, General Counsel, and Corporate Secretary. Mike will be conducting the formal part of the meeting, and I'll introduce him in a few minutes. Following that part of the meeting, I will give an update, a business review, if you will, then we will have a Q&A session. The rules for Q&A have been laid out, we'll move from there and then adjourn. Let me open by having a special welcome to any retirees who are here, the Ecolab associate team, those listening to the meeting over the Internet. We're all pleased that you're able to join us today.

There will be a webcast replay of this meeting available on our website through May 9th. I'd also like to welcome our executive committee and corporate officers. Any of you here today, please stand. Thank you. Can I have the other Ecolab associates stand with them? These are the folks who represent the 50,000 folks around the world who make all this happen. Thank you. I'd also like to take a second to have a special acknowledgment for Mr. Tom Handley. Tom, we announced that Tom is retiring later this year, but he stepped down from the President and COO role, which he has held for the last seven years. 15 years in total with us, half as President and COO, Tom's had a huge impact on the business.

Ecolab has done very well, and we've done well because we have great people throughout the organization. To have that, you have to have great leaders, and Tom has been exactly that. He's clearly had a huge impact on our strategy, our growth execution plans, making it work. I would say, as I shared last night with the board at a dinner that Tom was attending, that Tom's had big impact clearly there, but I'd say even more importantly on talent. He's an unbelievable mentor. He's been a great partner for me. Everyone has benefited who's worked with Tom, and he's also really championed diversity in this company. He was the first executive sponsor of E3. He's helped lead the Diversity Leadership Council and been involved on many levels in many ways and made profound differences for this company that will last for a long period of time.

Tom, thank you. We appreciate everything you've done. Christoph Beck has been promoted to take on the President and COO role, and Christoph joined Ecolab in 2007 and has had a number of roles in the industrial segment, in the institutional business, and importantly, led the integration of Nalco after we bought it. Has been very involved in the business, ran the global regions at one point as well, and is really well prepared to take on this role. He's working very closely with Tom in transition and myself and Christoph. We're delighted that you've been promoted here. Congratulations, we look forward to your contributions, too. Let me talk nominees for the board this year, and I'll start with Shari Ballard, who's a former Senior Executive Vice President and President of Multichannel Retail at Best Buy.

Shari joined earlier this year and is a great board member, has run huge organizations and driven huge change. If you know the Best Buy story, the change doesn't just happen. It needs to be driven and led, and she had huge influence on that. Welcome, Shari. Barbara Beck, who's been a board member since 2008, the CEO of the Learning Care Group, been a great member, is also standing for re-election. Mr. Biller, a board member since 1997 and is Chief Executive Officer of Harborview Capital. Jeff Ettinger, who is our lead director, recently retired Chairman of the Board and CEO of Hormel Corporation, board member since 2015. Arthur Higgins, President and Chief Executive Officer of Assertio Therapeutics, board member since 2010. Michael Larson, Chief Investment Officer to William H.

Gates III, if you've ever heard of him, and Business Manager of Cascade Investment, board member since 2012. Dave MacLennan, Chairman of the Board and Chief Executive Officer of Cargill, board member since 2015. Tracy McKibben, Founder and Chief Executive Officer of MAC Energy Advisors, board member since 2015. Lionel Nowell, former Senior Vice President of PepsiCo, board member since 2018. Vicki Reich, former SVP and CFO at Ascendant, board member since 2009. Zan Vautrinot, President of Kilovolt Consulting, retired Major General of the United States Air Force, board member since 2014, and John Zillmer. I guess with Z, you're used to being last, John. Retired president and CEO of Univar, board member since 2006, and then myself, board member since 2004. Can I have the board stand up? We're very lucky to have this board. Served us incredibly well.

We have a retiring director this year, Steve Chazen, who joined us last night and was at the meeting this morning, but as of the annual meeting is no longer part of the board. Steve is a retired CEO of Occidental Petroleum and current chairman and president of Magnolia Oil & Gas Corporation. He'd been a director since 2013, and Steve really did a great job on our board. He was a very wise person, been in business in many capacities over a number of years, brought great insight in a number of areas, clearly the energy space, very involved in discussing the spin and what we should do going forward, member of the Audit and Finance Committees, and we benefited greatly from Steve's participation and enjoyed his humor as well.

I just want to publicly thank Steve as well for his participation on the board and the difference he made during that time. Interestingly, Steve joined six years to the day, 2013, May 2nd. During that period of time, our stock more than doubled over that period. We went from a market cap in Steve's tenure of $25.5 billion to a little over $52 billion. We're going to give it all to Steve. He did a great job. With that, we're going to go to the formal portion of the meeting. I'm going to ask Michael to come up to the podium. Or are you going to stay there? Michael's going to stay in his seat. Following that, I'll come up and give a review of the business.

Michael C. McCormick
EVP, General Counsel, and Secretary, Ecolab

Great. Thank you, Doug. Good morning, everyone. Notice of this meeting was timely given to our holders of common stock with more than 90% of the issued and outstanding shares represented in person or by proxy. A quorum is present for the conducting of business. There are four items properly brought before the stockholders today. The first item is to elect 13 nominees, as introduced by Doug, to the board of directors for a one-year term ending at the 2020 annual meeting. The second item is ratification of appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for the current year ending December 31, 2019. The third item is to approve, on an advisory basis, the compensation of the executives disclosed in the proxy statement. The fourth item is a shareholder proposal requesting an independent board chair. I now recognize the representative, John Chevedden, to present this proposal.

Meeting rules allot three minutes for your comments, Mr. Devereaux.

Speaker 3

Thanks, Mike. Without any ado, I'll just get right into this. The shareholder proposal number four for the independent board chairman. Shareholders request our board of directors to adopt as a policy and amend our governing documents as necessary to require henceforth that the chair of the board of directors, whenever possible, to be an independent member of the board. The board would have the discretion to phase in this policy for the next chief executive officer transition implemented, so it does not violate any existing agreement. If the board determines that a chairman who was independent when selected is no longer independent, the board shall select a new chairman who satisfies the requirements of the policy within a reasonable amount of time. Compliance with this policy is waived if no independent director is available and willing to serve as chairman.

This proposal requests that all the necessary steps be taken to accomplish the above. This proposal topic won 50%-plus support at five major U.S. companies in 2013, including 73% support at Netflix. These five majority votes would have still been higher if all shareholders had access to independent proxy voting advice. Shareholder proposals such as this have taken a leadership role in improving the governance rules of our company. As a result of shareholder proposals, an 80% Ecolab shareholder vote requirement was eliminated in 2011. We no longer have a poison pill, 2012, and we have a right to shareholder proxy access as of 2016. An independent board chairman would have more time to build up the oversight role of the board of directors.

In 2018, one director received 10 times as many negative votes as a number of other Ecolab directors, and three additional directors received five times as many negative votes. An independent chairman is best positioned to build up the oversight capabilities of our directors while our CEO addresses the challenging day-to-day issues facing the company. The roles of chairman and CEO are fundamentally different and should be held by two directors, a CEO and a chairman who is completely independent. Please vote yes, independent board chairman Proposal 4.

Michael C. McCormick
EVP, General Counsel, and Secretary, Ecolab

Thank you. The board recommends a vote against this proposal for the reasons set forth in the proxy statement. The board recommends a vote for each of the director nominees, a vote for items two and three, and as just mentioned, a vote against item 4 for the reasons set forth in the proxy statement. I will now open the floor for discussion on the matters to be voted on. Please limit your remarks to those matters. There will be a general Q&A period at the end of the meeting. If you have any comments regarding any of the four proxy items, please step up to one of the stationary microphones located in one of the aisles. After you have been recognized, please state your name, whether you're a stockholder or whether you're a representative of stockholder, and the item you wish to discuss.

If there's no discussion, we will now proceed with the voting on the matters presented. The polls are now open and will remain open until all ballots cast during the meeting have been collected. If you've already sent in your proxy, your shares will be voted as you have designated in the proxy and you will not need a ballot. However, if you wish to revoke your proxy and change your vote, you may do so with a ballot. If any stockholder wishes to vote by ballot at this time, would you please raise your hand so that one of our people can distribute a ballot to you? No one has requested a ballot, so the polls are now closed. I will now give the preliminary voting results based on the proxies already received. The 13 director nominees were overwhelmingly approved.

The proposal to ratify the appointment of auditors and the advisory vote on executive compensation were overwhelmingly approved with each of those receiving at least 90% of the shares cast. Finally, with respect to the proposal regarding the request for an independent board chair, that proposal received less than 25% of the shares cast in favor and was not approved. The final vote results will be reported to the SEC on Form 8-K, a copy of which may be found on Ecolab's website. This concludes the formal portion of our meeting. Before turning the meeting over to Mr. Baker, let me note that remarks made during the following presentation by Mr. Baker concerning future expectations, plans, and prospects for Ecolab constitute forward-looking statements under the Private Securities Litigation Reform Act. Actual results may differ materially from those projected by those forward-looking statements.

Information concerning factors that could cause actual results to differ include those factors discussed in the company's annual report on Form 10-K, found under Item 1A, Risk Factors. I now turn the meeting back to Mr. Baker.

Douglas M. Baker Jr.
Chairman and CEO, Ecolab

Thank you, Mike. All right. Thank you. I'm going to walk through a presentation to discuss 2018 and how we see the future. Last year, we had a strong year despite challenging external environment. Sales growth accelerated importantly, and we still have huge opportunity in front of us. As we always do, we start with safety. We continue to make great progress in creating an even safer environment for our associates. One of the great expectations everyone should have, and we should be held accountable for is creating an environment where people go home feeling better than they did when they showed up to work. Not injured, not in an auto accident, et cetera. This is measuring workplace injuries as well as vehicle accidents. All of these are trending the right way, which is important.

I'd also point out, we just had a review with our Safety, Health & Environment Committee, part of the board, and we have started this year on the same trajectory improvement. Our plan last year was fairly straightforward. We like the strategy. We want to continue to drive the food safety, energy, healthcare, and water programs and do it in a way that not only delivers a year but strengthens our ability to execute against those. We also knew we had an inflationary environment. Last year was the second year of a pretty significant run-up in terms of the cost of the raw materials we buy to make our products, and transportation logistic costs are up dramatically too, principally in U.S., but also in Europe. We are also still focused on driving our digital capability, which we believe is critical to our long-term success.

Finally, maintaining the investments on our foundation programs around culture, talent, and foundational finance systems or SAP. Our full-year results showed 6% sales. FX, foreign exchange last year was virtually a non-issue for a change on our full-year basis. Our adjusted EPS were up 12% for the year while making sizable investments. Probably most importantly, when we look at our organic sales rate, it accelerated for two years in a row, and we left running at about a 6% organic growth rate entering this year, and that momentum is important. The drivers of this organic sales growth, two. One, pricing. We need pricing to overcome the inflation that I spoke about a minute ago, and the other is new business. These are the net new business results, i.e., large customer sales minus large customer losses.

In net, we're up positively 17% more in the plus column than a year before. I could give you slide after slide of the wins that we had. Here's one slide depicting a number of the big account successes that the team had last year. This is very important for us, core to our strategy, and I would say a great example of the power of our programs. They have to drive value. If they drive value, you get yeses. If they don't, you don't. This is a place that we look for in terms of predicting how the business is going to do in following quarters. Innovation is core to this. We had another strong year with a very strong pipeline.

There's a number of areas that we've been working on, enhancing our food retail program, driving digital food safety successfully, better laundry detergents that reduces the amount of water and energy needed to perform those processes. OMNI is a great innovation in particularly our power space, i.e., the electrical companies. There, what we are enabling them to do is basically make more electricity with the same BTU input, make them more efficient. This is great in a world that needs to reduce greenhouse gases. Finally, we continue to invest in our future. We do not blink when it comes to investments. This is an area that we do not cut when times are tough because we know it's critical long term, and you can see it in a number of areas. Investments in R&D, sometimes in physical spaces or in people. Expansion opportunities.

In Greensboro, we built a plant to equip our life science expansion into North America, and we've also had a number of investments in terms of M&A opportunities and companies that we brought on. Lobster Ink, an online digital training company, Cascade, a New York route service water company, Bioquell, a life sciences business headquartered in U.K., are some examples. When we look at the results, we had a good year, 6% sales growth organic and 12% adjusted EPS. Importantly, this allowed us to continue a strong record of cash flow returns, plus 10% from 2013 to 2018. This enables us to return cash to shareholders. We have done $8 billion in cash plus since 2008 in the forms of either share repurchase or dividends, and we'll continue to do this.

We win with shareholders as a consequence of the business results, our shareholder-friendly policies, and these are our stock price performance versus the S&P 500 over either a 20-year, 10-year, 2018, or year-to-date performance. Here we've handily outperformed the S&P during any of these time periods. Importantly, we're also recognized not just for good financial performance, but also for performance that meets the ethical mark and also from companies, our sustainability measurements as well. It's across this arena that we work very hard to do. We want to be a company that wins, but we win the right way. We want to be a company that delivers value not just to customers, but to society.

We believe the value that we bring is significant, not just in helping companies make more money, but helping them do it in a way that reduces their water and energy footprints, which is becoming increasingly important in this world. As we look forward, we think we have a great future. There are certainly choppy things going on in the world that we call waves. Geopolitical scene would be, it's unsettled at best. Certainly the U.S. is having new discussions with China, different discussions with Mexico, its partners in Europe, and around the world. This unsettledness exists within Europe too, where you have Brexit and the like. With that said, the economies feel overall fairly solid, particularly in the U.S.

We think the environment for 2019 is certainly stable enough economically for us to continue to drive share growth and to deliver very strong growth overall. Raw material and freight inflation is continuing, but it's lessening in terms of its rate of increase, and that's a positive sign. Finally, when we look at technology, the demand everywhere for technological solutions or solutions using digital capabilities is increasing. It's certainly increasing from our customers. I'd say just as much it's increasing from our associates. People's tolerance for lousy systems is becoming less and less. I consider that a good thing. As a consequence, we're investing in system capability not only to meet customer needs, but also to meet our associate needs, so we spend less time looking for information and more time using information to make good choices.

What we really focus on are what we call currents, i.e., trends in the market that are going to happen virtually no matter what, i.e., population continues to grow. It's going to grow from 7.5 billion to 8 to 9 to 10 to 11 are the predictions. While it's growing, it's changing in important ways for us too. There's a growing middle class, particularly in Asia, which brings great opportunity, and I would say some challenges. The population is also getting older in the U.S., dependent on immigration.

Certainly in Japan, in China, in Europe, we know we have aging populations, and as a consequence, you have a shift in consumption in certain areas. The most important though is the middle class, because what it means for us is as people migrate into the middle class, their expectations increase, their diets change from cereals to proteins, their demand for energy, particularly electricity, grows as they want air conditioning, refrigeration, plug-in devices, and everything else that we all enjoy in the other parts of the world. As a consequence, more food and more energy means more water, because those are the two highest consumers of water in the world. We know that water, which is already stressed, is become increasingly stressed as we see this growth in middle class.

When we look at our positioning, we believe it's not only relevant for today, it'll be even more relevant for tomorrow. Clean water, safe food, abundant energy, and healthy environments are the right platforms for us to continue to build on. That's exactly what our plan does. It's designed to drive the business through corporate account investments and people and capabilities, through more innovation and continued pricing. We know we've got to drive digital, and we're having a lot of success in certain areas, and we need to take these successes and leverage them so this success becomes global and our capabilities continue to increase, which means we've got to continue to build our capabilities internally and our partnerships externally. Finally, Accelerate 2020, which we announced mid-last year, and really what we wanted to do was be in front.

This is designing an organization that's going to be even faster today, leaner today, fewer layers, and the ability to move quicker, particularly as we manage businesses around the globe. This shaping of the organization will enable us to become more efficient. We expect we will have more people at the end of 2019 than at the end of 2018, and at the end of 2020 versus the end of 2019. With that said, we're going to have less people increases than we would if we hadn't taken these steps. This is foundational for us, and we've got to do this to continue to drive efficiency, effectiveness, and create the money you need to build digital teams and the other new capabilities that the world demands.

I would say the team has done a great job shaping the vision and now starting to execute against the plan. Finally, we talked about our upstream spin and announced that earlier this year, and that is taking our WellChem and OFC businesses, separating them from Ecolab, and creating a new standalone public company. If you will, one public company turns into two, which is depicted over here. This upstream business we think is going to be great. It's the best-in-class business today. By making it a standalone focused business, we know they're going to be able to move quicker. They are going to be sharper. If you look at the history of spins, in virtually or most cases, the spin does better once it's spun out of the parent company. I would expect that's going to happen.

We've got great leadership in that business, and that business's capabilities are second to none in that business. At the same time, we believe it's going to improve Ecolab's focus as well. The downstream business, which historically has been part of Ecolab, will migrate in and stay with Ecolab as part of this, simply because the downstream business model is almost a direct mirror of the water business model that we run today. We believe that business is better positioned as part of Ecolab going forward. Most importantly, post-spin, the Ecolab opportunity is still tremendous. Right now, we talk about a $125 billion marketplace where we have a 12% share. In the future, we'll be chasing a $115 billion marketplace, still big, because we'll only have an 11% share.

This is not a case of our opportunity shrinking by any real measure in terms of our ability to continue to drive growth. I think both companies are going to be positioned to accelerate growth going forward. Quickly on Accelerate, I already touched on, this is about understanding and leveraging and enabling process and technology, organizing a design to enable faster decision-making, and move decisions closer to markets where decisions need to be made, and also continuing to drive the right culture within the company to enable the right decision-making in the company for the benefit of the customers, ultimately, long-term. As we do this, we believe we'll end up with faster growth, smarter decision-making, and better outcomes. This is the design.

As a consequence, we also believe the ramp-up of SG&A will be altered to generate savings, if you will, of $325 million as a consequence. This is important, i.e., if we didn't do this, we would spend 325 more on SG&A than we will as a result of executing. Excuse me. The other big area is digital innovation. I talked, we are getting pushed in a number of ways, but we believe this is a make or break investment for the company. We will win here because we know we have to win. This company, when focused, is great, and we are clearly focused on doing this. Priority one of digital innovation, improve our ability to serve customers. Companies die because they don't bring great value to customers.

It's the number one risk every company has, we've got to make sure we remain viable and top of the game there, and digital technology is absolutely critical to doing it. We also want to make it easier to do business with us. Finally, we know as a consequence of this, we're going to enable the field to do more with less because we will make their work easier and enable them to focus on what they do best, selling, training, merchandising, et cetera, as opposed to recording and doing reports and the like. This work, we believe, will also transform the work that we do in the field through our 28,000 field associates. Our mission here is to drive better outcomes for customers, leverage this technology. We're already seeing it work in the food safety arena.

We're seeing it work in water safety arena, particularly for hotel customers, but increasingly for healthcare customers. We're seeing it in a whole host of arenas, we know we can leverage these learnings and drive this even further in more businesses and in more countries. These outcome-based solutions we think are going to be transformative. Yesterday morning, on my way to work, I stopped at North Memorial Hospital, where we have our digital hand care system, which monitors how frequently the hospital team washes or sanitizes their hands pre and post visits of patients. It's an amazing system. It basically can tell when somebody is two feet away from a patient in a bed, it knows that they needed to do their hands before that and that they need to do their hands after that.

They have a badge, which is a reminder system, the uptake of this system is fantastic, the hospitals order reporting big reductions in a number of key infections. It's a hospital absolutely committed to the best-in-class outcomes and is leveraging this technology. This is exactly what we're talking about. How do we leverage digital and enhance our ability to help our customers do what they want to do and make it easier for them to do the right thing going forward? We have a number of these examples. As we look at 2019, we have a strong outlook for the year. We just delivered 13% EPS growth in the first quarter. We're forecasting 7%-15% EPS growth in the second quarter, and we're forecasting double-digit growth for the full year.

This is a year where the S&P 500 is forecasting low single-digit growth at best for the full year. We will have significant outperformance in terms of our EPS versus the market. We do expect it to be another strong year, and the whole reason for that is our team. None of this happens without a team committed to making it happen. All the results, all the pretty charts, and all this stuff happens because we have 50,000 people dedicated and making a great difference for customers, for society, and then as a consequence for shareholders. I'd just like to say thank you to that team for making this difference for all of our constituents. Give yourself a hand.

While we talk a lot about financial outcomes, which is a natural thing to focus on in a stockholder meeting, I would also point out we make a big difference in society in a number of other core ways. In total, we believe our technology last year conservatively saved over 188 billion gallons of water. That's enough to basically drinking needs for half a billion people. Interestingly, if you look at the world right now, there's 800 million to 1 billion people who do not have access to fresh water in this world. Certainly, they're not all sitting right where we're creating the water. What our goal is to turn this 188 to 300 billion, which is enough water to meet the drinking needs of 1 billion people.

Through other investments in other organizations, we also want to enable that drinking water to find its way to those who don't have it today. We clean hands. We enable power generation of 22% of the world's electricity. We make over 25% of the processed food safe, 40% of the dairy products safe. We have a huge impact and make a positive difference every day, and that happens because of our team, and it also happens because shareholders have confidence in us and enable us to finance this through further investments. I thank all of you for your participation, and I thank the stockholders in particular for the trust that they've shown in our company. Thank you. With that, I'll open the floor if there are any questions that anyone has.

I'll remind you, if you would, limit your comments to three minutes, if there are any of the members here who have any comments. Going once. All right. Seeing none, I will call the meeting adjourned. Thank you all. Have a great day.