Supplementing the Preliminary Prospectus


Supplement dated August 7, 2017

Filed Pursuant to Rule 433

(To Prospectus dated January 12, 2015)

Registration No. 333-201445


Ecolab Inc.


$500,000,000 2.375% Notes due 2022


Pricing Term Sheet


August 7, 2017




Ecolab Inc.

Principal Amount:



Type of Offering:


SEC Registered (No. 333-201445)

Trade Date:


August 7, 2017

Settlement Date:


August 10, 2017 (T+3)

Anticipated Ratings*:


Baa1 (stable outlook) by Moody’s Investors Service, Inc.
A- (stable outlook) by Standard & Poor’s Ratings Services

Maturity Date:


August 10, 2022




Interest Payment Dates:


February 10 and August 10, commencing February 10, 2018

Price to Public:



Benchmark Treasury:


UST 1.875% due July 31, 2022

Benchmark Treasury Price and Yield:


100-09; 1.816%

Spread to Benchmark Treasury:


+57 bps

Yield to Maturity:



Make-Whole Call:


T+10 bps

Par Call:


On or after July 10, 2022



278865AY6 / US278865AY63

Joint Book-Running Managers:


Merrill Lynch, Pierce, Fenner & Smith


Credit Suisse Securities (USA) LLC
Wells Fargo Securities, LLC
Mizuho Securities USA LLC

Senior Co-Managers:


Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
MUFG Securities Americas Inc.
SMBC Nikko Securities America, Inc.
U.S. Bancorp Investments, Inc.
UniCredit Capital Markets LLC



ING Financial Markets LLC
The Williams Capital Group, L.P.

Use of Proceeds:


We intend to use the net proceeds from the sale of the notes to repay a portion of our commercial paper borrowings and for general corporate purposes.


*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.


The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.


You may get these documents for free by visiting EDGAR on the SEC Web site at Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated at (800) 294-1322, Credit Suisse Securities (USA) LLC toll-free at (800) 221-1037 or Wells Fargo Securities, LLC toll-free at (800) 645-3751.


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