ECOLAB

 

Ecolab 2 0 0 4

 

Annual Report

TABLE OF CONTENTS:  




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Notes to Consolidated Financial Statements

NOTE 15. RETIREMENT PLANS

Pension and Postretirement Health Care Benefits Plans

The company has a noncontributory defined benefit pension plan covering most of its U.S. employees. Effective January 1, 2003, the U.S. pension plan was amended to provide a cash balance type pension benefit to employees hired on or after the effective date. For participants enrolled prior to January 1, 2003, plan benefits are based on years of service and highest average compensation for five consecutive years of employment. For participants enrolled after December 31, 2002, plan benefits are based on contribution credits equal to a fixed percentage of their current salary and interest credits. The measurement date used for determining the U.S. pension plan assets and obligations is December 31. Various international subsidiaries also have defined benefit pension plans. The measurement date used for determining the international pension plan assets and obligations is November 30. The information following includes all of the company's significant international defined benefit pension plans.

The company provides postretirement health care benefits to certain U.S. employees. The plan is contributory based on years of service and family status, with retiree contributions adjusted annually. The measurement date used to determine the U.S. postretirement healthcare plan assets and obligations was December 31. Certain employees outside the U.S. were covered under government-sponsored programs, which are not required to be fully funded. The expense and obligation for providing international postretirement healthcare benefits was not significant.

A reconciliation of changes in the benefits obligations and fair value of assets of the company's plans is as follows:

  U.S. Pension Benefits International
Pension Benefits
U.S. Postretirement
Health Care Benefits
  (thousands) 2004 2003 2002 2004 2003 2002 2004 2003 2002
  Benefit obligation,
     beginning of year
$556,076  $485,155  $396,827  $321,906  $245,876  $172,328  $155,030  $131,206  $134,116 
  Service cost 31,453  26,442  21,635  13,409  11,997  9,412  3,188  7,447  2,814 
  Interest cost 34,192  32,208  29,237  17,830  14,633  10,973  9,041  8,597  7,651 
  Company contributions           137       
  Participant contributions       2,503  1,515  68  2,267  1,856  1,214 
  Acquisitions       1,441  1,086  43,135       
  Divestitures       (611)          
  Plan amendments, settlements
     and curtailments
      473  (948) 1,522  288  (1,930) (40,760)
  Changes in assumptions 52,728  33,397  53,467        10,046  8,675  24,588 
  Actuarial loss(gain)* 10,801  (5,232) (1,889) 2,335  13,007  (2,554) (11,257) 7,828  8,659 
  Benefits paid (17,314) (15,894) (14,122) (13,961) (11,892) (8,913) (10,573) (8,649) (7,076)
  Foreign currency translation       26,720  46,632  19,768       
  Benefit obligation,
      end of year
$667,936  $556,076  $485,155  $372,045  $321,906  $245,876  $158,030  $155,030  $131,206 
 Fair value of plan assets,
     beginning of year
$544,802  $378,504  $311,164  $170,975  $134,089  $108,485  $  21,979  $  18,911  $  23,811 
 Actual gains (losses) on plan assets 53,645  107,192  (43,112) 7,006  9,400  (9,438) 2,018  5,054  (2,866)
 Acquisitions         263  23,331       
 Company contributions 37,000  75,000  124,574  25,124  12,743  7,794  6,049  4,807  3,828 
 Participant contributions       2,503  1,407  1,052  2,267  1,856  1,214 
 Settlements         (547)        
 Benefits paid (17,314) (15,894) (14,122) (13,961) (11,892) (7,800) (10,573) (8,649) (7,076)
 Foreign currency translation       9,835  25,512  10,665       
 Fair value of plan assets,
     end of year
$618,133  $544,802  $378,504  $201,482  $170,975  $134,089  $  21,740  $  21,979  $  18,911 

* The actuarial gain in 2004 for the U.S. Postretirement Health Care Benefits plan includes a gain of $15.5 million resulting from the enactment of the Medicare Prescription Drug, Improvement and Modernization Act of 2003.

A reconciliation of the funded status for the pension and postretirement plans is as follows:

  U.S. Pension Benefits International
Pension Benefits
U.S. Postretirement
Health Care Benefits
  (thousands) 2004 2003 2002 2004 2003 2002 2004 2003 2002
  Funded status $ (49,803) $ (11,274) $(106,651) $(170,563) $(150,931) $(111,787) $(136,290) $(133,051) $(112,295)
  Unrecognized actuarial loss 215,466  160,939  201,006  55,746  44,123  25,881  56,467  63,559  56,823 
  Unrecognized prior service
     cost (benefit)
5,664  7,400  9,329  1,589  2,265  (55) (28,075) (34,059) (37,431)
  Unrecognized net transition
     (asset) obligation
(702) (2,105) (3,508) 357  627  833       
  Net amount recognized $170,625  $154,960  $ 100,176  $(112,871) $(103,916) $  (85,128) $(107,898) $(103,551) $  (92,903)

The net amount recognized in the balance sheet and the accumulated benefit obligation is as follows:

  U.S. Pension Benefits International
Pension Benefits
U.S. Postretirement
Health Care Benefits
  (thousands) 2004 2003 2002 2004 2003 2002 2004 2003 2002
  Prepaid benefit cost $170,625  $154,960  $100,176  $   28,986  $   26,533  $  13,175  $             -  $             -  $            - 
  Accrued benefit cost       (162,730) (146,180) (99,355) (107,898) (103,551) (92,903)
  Intangible asset       2,202           
  Accumulated other
     comprehensive loss
      18,671  15,731  1,052       
  Net amount recognized $170,625  $154,960  $100,176  $(112,871) $(103,916) $ (85,128) $(107,898) $(103,551) $ (92,903)
  Accumulated benefit obligation $522,214  $441,488  $375,406  $ 335,628  $ 283,464  $208,732  $ 158,030  $ 155,030  $131,206 

For certain international pension plans, the accumulated benefit obligations exceeded the fair value of plan assets. Therefore, the company recognized an addition to the minimum pension liability in other comprehensive income of $0.4 million pre-tax ($0.3 million net of deferred tax asset) during 2004, $14.5 million pre-tax ($9.5 million net of deferred tax asset) during 2003 and $1.1 million during 2002. As of December 31, 2004, other comprehensive income includes minimum pension liability adjustments of $16.0 million pre-tax ($10.9 million net of deferred tax asset).

The aggregate projected benefit obligation, accumulated benefit obligation and fair value of plan assets for those plans with accumulated benefit obligations in excess of plan assets were as follows:

  December 31
  (thousands) 2004 2003 2002
  Aggregate projected benefit
     obligation
$316,609      $261,138      $103,063     
  Accumulated benefit obligation 286,165      238,819      90,428     
  Fair value of plan assets 126,453      95,655      14,163     

These plans relate to various international subsidiaries and are funded consistent with local practices and requirements. As of December 31, 2004, there were approximately $4.3 million of future postretirement benefits covered by insurance contracts.

Plan Assets

United States

The company's plan asset allocations for its U.S. defined benefit pension and postretirement health care benefits plans at December 31, 2004, 2003 and 2002, and target allocation for 2005 are as follows:

2005 Target Asset
Allocation
Percentage
Percentage of Plan Assets
  Asset
  Category
2003 2002 2002
  Large cap equity 43%  44%  46%  43% 
  Small cap equity 12      13      13      12     
  International equity 15      16      15      15     
  Fixed income 25      23      22      25     
  Real estate 5      4      4      5     
  Total 100%  100%  100%  100% 

The company's U.S. investment strategy and policies are designed to maximize the possibility of having sufficient funds to meet the long-term liabilities of the pension fund, while achieving a balance between the goals of asset growth of the plan and keeping risk at a reasonable level. Current income is not a key goal of the plan. The pension and health care plans' demographic characteristics generally reflect a younger workforce relative to an average pension plan. Therefore, the asset allocation position reflects the ability and willingness to accept relatively more short-term variability in the performance of the pension plan portfolio in exchange for the expectation of a better funded status, better long-term returns and lower pension costs in the long run.

Since diversification is widely recognized as important to reduce unnecessary risk, the pension fund is diversified across several asset classes and securities. Selected individual portfolios may be undiversified while maintaining the diversified nature of total plan assets.

The plan prohibits investing in letter stock, warrants and options, and engaging in short sales, margin transactions, or other specialized investment activities. The use of derivatives is also prohibited for the purpose of speculation or introducing leverage in the portfolio, circumventing the investment guidelines or taking risks that are inconsistent with the fund's guidelines. Selected derivatives may only be used for hedging and transactional efficiency.

International

The company's plan asset allocations for its international defined benefit pension plans at December 31, 2004, 2003 and 2002, and target allocation for 2005 are as follows:

2005 Target Asset
Allocation
Percentage
Percentage of Plan Assets
  Asset
  Category
2003 2002 2002
  Stocks 37%  37%  43%  41% 
  Fixed income 50      50      43      44     
  International equity 3      3      5      6     
  Insurance contracts 5      5      2      2     
  Real estate 4      4      5      5     
  Other 1      1      2      2     
  Total 100%  100%  100%  100% 

Assets of funded retirement plans outside the U.S. are managed in each local jurisdiction and asset allocation strategy is set in accordance with local rules, regulations and practice. The funds are invested in a variety of stocks, fixed income and real estate investments; in some cases, the assets are managed by insurance companies which may offer a guaranteed rate of return. Total non-U.S. pension plan assets represent 25% of total Ecolab pension plan assets worldwide.

During 2004, the American Jobs Creation Act of 2004 (the "Act") added a new Section 409A to the Internal Revenue Code ("the Code") which significantly changed the federal tax law applicable to amounts deferred after December 31, 2004 under nonqualified deferred compensation plans. In response to this, the company amended the Non-Employee Director Stock Option and Deferred Compensation Plan ("Director Plan") and the Mirror Savings Plan in December 2004. The amendments (1) allow compensation that was "deferred" (as defined by the Act) prior to January 1, 2005 to qualify for "grandfathered" status and to continue to be governed by the law applicable to nonqualified deferred compensation prior to the addition of Internal Revenue Code Section 409A by the Act, and (2) cause deferred compensation that is deferred after December 31, 2004 to be in compliance with the requirements of Code Section 409A. For amounts deferred after December 31, 2004, the amendments generally (1) require that such amounts be distributed as a single lump sum payment as soon as practicable after the participant has had a separation of service, with the exception of payments to "key employees" (as defined by the Act) which lump sum payments are required to be held for 6 months after their separation from service, and (2) prohibit the acceleration of distribution of such amounts except for an unforseeable emergency (as defined by the Act).

Additionally, in December 2004 the company amended the Supplemental Executive Retirement Plan ("SERP") and the Mirror Pension Plan to (1) allow amounts deferred prior to January 1, 2005 to qualify for "grandfathered" status and to continue to be governed by the law applicable to nonqualified deferred compensation prior to the Act, and (2) temporarily freeze the accrual of benefits as of December 31, 2004 due to the uncertainty regarding the effect of the Act on such benefits. The Secretary of Treasury and the Internal Revenue Service are expected to issue regulations and/or other guidance with respect to the provisions of the new Act throughout 2005 and final amendments to comply with the Act are required by the end of 2005. The company currently intends to rescind the freeze, following issuance of regulations to ensure compliance for post-2004 benefit accruals.

Cash Flows

As of year-end 2004, the company's estimate of benefits expected to be paid in each of the next five fiscal years, and in the aggregate for the five fiscal years thereafter for the company's pension and postretirement health care benefit plans are as follows:

  (thousands)
  2005 $ 39,000     
  2006 40,000     
  2007 43,000     
  2008 47,000     
  2009 49,000     
  2010-2014 308,000     

The company's funding policy for the U.S. pension plan is to achieve and maintain a return on assets that meets the long-term funding requirements identified by the projections of the pension plan's actuaries while simultaneously satisfying the fiduciary responsibilities prescribed in ERISA. The company also takes into consideration the tax deductibility of contributions to the benefit plans. The company is not required to make any contributions to the U.S. pension and postretirement health care benefit plans in 2005. The maximum tax deductible contribution for 2005 is $45 million for the U.S. pension plan. The company's best estimate of contributions to be made to the international plans is $17 million in 2005.

Net Periodic Benefit Costs

Pension and postretirement health care benefits expense for the company's operations was

:

  U.S. Pension Benefits International
Pension Benefits
U.S. Postretirement
Health Care Benefits
  (thousands) 2004 2003 2002 2004 2003 2002 2004 2003 2002
  Service cost - employee benefits
     earned during the year
$ 31,453  $ 26,442  $ 21,635  $ 13,409  $ 11,997  $   9,412  $   3,188  $   2,945  $   2,814 
  Interest cost on benefit obligation 34,192  32,208  29,237  17,830  14,633  10,973  9,041  8,597  7,651 
  Adjustments for death benefits
     for retired executives
              4,502   
  Expected return on plan assets (50,161) (42,411) (32,675) (11,403) (9,908) (8,556) (1,843) (1,580) (2,071)
  Recognition of net actuarial
     loss (gain)
5,518  3,451    1,458  932  394  5,706  6,293  2,005 
  Amortization of prior service
     cost (benefit)
1,736  1,929  1,929   426  41  204  (5,696) (5,302) (4,431)
  Amortization of net transition
     (asset) obligation
(1,403) (1,403) (1,403) 333  493  272       
  Curtailment (gain) loss       (51)   1,522      (5,791)
  Total expense $ 21,335  $ 20,216  $ 18,723  $ 22,002  $ 18,188  $ 14,221  $ 10,396  $ 15,455  $     177 

The company also has U.S. noncontributory non-qualified defined benefit plans, which provide for benefits to employees in excess of limits permitted under its U.S. pension plan. The recorded obligation for these plans was approximately $23 million at December 31, 2004. The annual expense for these plans was approximately $5 million in 2004, $4 million in 2003 and $3 million in 2002.

Plan Assumptions

  U.S. Pension Benefits International
Pension Benefits
U.S. Postretirement
Health Care Benefits
  2004 2003 2002 2004 2003 2002 2004 2003 2002
  Weighted-average actuarial
     assumptions used to determine
     benefit obligations as of
     December 31:
         Discount rate
5.75%  6.25%  6.75%  5.22%  5.39%  5.42%  5.75%  6.25%  6.75% 
         Projected salary increase 4.30     4.30     4.80     3.13     3.31     3.40                   
  Weighted-average actuarial
     assumptions used to determine
     net cost:
         Discount rate
6.25     6.75     7.50     5.37     5.11     5.37     6.25     6.75     7.50    
  Expected return on plan assets 9.00     9.00     9.00     5.75     5.97     5.26     9.00%     9.00%  9.00% 
  Projected salary increase 4.30%  4.80%  4.80%  3.07%  3.25%  3.36%             

The expected long-term rate of return is generally based on the pension plan's asset mix, assumptions of equity returns based on historical long-term returns on asset categories, expectations for inflation, and estimates of the impact of active management of the assets.

For postretirement benefit measurement purposes as of December 31, 2004, 8.0 percent (for pre-age 65 retirees) and 10.0 percent (for post-age 65 retirees) annual rates of increase in the per capita cost of covered health care were assumed. The rates were assumed to decrease by 1 percent each year until they reach 5 percent in 2008 for pre-age 65 retirees and 5 percent in 2010 for post-age 65 retirees and remain at those levels thereafter. Health care costs which are eligible for subsidy by the company are limited to a 4 percent annual increase beginning in 1996 for certain employees.

Assumed health care cost trend rates have a significant effect on the amounts reported for the company's U.S. postretirement health care benefits plan. A one-percentage point change in the assumed health care cost trend rates would have the following effects:

  1-Percentage Point
  Increase Decrease
  Effect on total of service and interest
     cost components
$    523      $   (466)    
  Effect on postretirement benefit obligation 9,008      (8,023)    

Effective March 2002, the company changed its postretirement health care benefits plan to discontinue the employer subsidy for postretirement health care benefits for most active employees. These subsidized benefits will continue to be provided to certain defined active employees and all retirees who were participating at the time of the change. As a result of these actions, the company recorded a curtailment gain of approximately $6 million in the first quarter of 2002.

The Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act) introduces a prescription drug benefit under Medicare as well as a federal subsidy to sponsors of retiree health care benefit plans. The company's U.S. postretirement health care benefits plan offers prescription drug benefits. The company does not anticipate that its plan will need to be amended to obtain the benefits provided under the Act. In accordance with FSP No. 106-2 Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003, the company began recording favorable benefits of the Act in the third quarter of 2004, using the prospective transition method consistent with this guidance. The annual after-tax benefit for 2004 is approximately $1.0 million. The company recognized an actuarial gain and a reduction in its postretirement benefit obligation of $15.5 million at July 1, 2004 related to the Act.

Savings Plan and ESOP

The company provides a 401(k) savings plan for substantially all U.S. employees. Prior to March 2002, employee contributions of up to 6 percent of eligible compensation were matched 50 percent by the company. In March 2002, the company changed its 401(k) savings plan and added an employee stock ownership plan (ESOP) feature to the existing plan. Employee before-tax contributions of up to 3 percent of eligible compensation are matched 100 percent by the company and employee before-tax contributions between 3 percent and 5 percent of eligible compensation are matched 50 percent by the company. The match is 100 percent vested immediately. Effective January 2003, the plan was amended to provide that all employee contributions which are invested in Ecolab stock will be part of the employee's ESOP account while so invested. The company's contributions are invested in Ecolab common stock and amounted to $15,822,000 in 2004, $14,854,000 in 2003 and $12,905,000 in 2002.








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