Annual Report
2014
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is a leading global supplier of precision instruments and services.
is a leading global supplier of precision instruments and services.
We have strong leadership positions in all of our businesses and
We have strong leadership positions in all of our businesses and
believe we hold global number-one market positions in a majority of
believe we hold global number-one market positions in a majority of
them. Specifically, we are the largest provider of weighing instruments
them. Specifically, we are the largest provider of weighing instruments
for use in laboratory, industrial and food retailing applications. We
for use in laboratory, industrial and food retailing applications. We
are also a leader in analytical instruments, reaction engineering and
are also a leader in analytical instruments, reaction engineering and
real-time analytic systems, process analytics instruments and end-
real-time analytic systems, process analytics instruments and end-
of-line product inspection systems. Our solutions are critical in key
of-line product inspection systems. Our solutions are critical in key
R&D, quality control and manufacturing processes for customers in a
R&D, quality control and manufacturing processes for customers in a
wide range of industries. Our global sales and service network is one
wide range of industries. Our global sales and service network is one
of the most extensive in the industry. We have subsidiaries and sales
of the most extensive in the industry. We have subsidiaries and sales
and service operations in 38 countries, with principal manufacturing
and service operations in 38 countries, with principal manufacturing
sites located in Switzerland, the United States, China, Germany and
sites located in Switzerland, the United States, China, Germany and
the United Kingdom.
the United Kingdom.
Sales
Sales
$2.486 billion
Gross Margin
Gross Margin
54.7%
Earnings per Share
Earnings per Share
$11.44
Operating Cash Flow
Operating Cash Flow
$419 million
Workforce
13,100
On the cover: Our New Classic precision balances feature a
On the cover: Our New Classic precision balances feature a
large, intuitive touchscreen interface while maintaining a compact
large, intuitive touchscreen interface while maintaining a compact
size. METTLER TOLEDO is a global leader in balances for
size. METTLER TOLEDO is a global leader in balances for
laboratory applications.
laboratory applications.
Portions of this report may contain “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are subject to risks and uncertainties that could cause actual events or results to differ materially from those expressed in or implied by the
statements. Further information concerning issues that could materially affect financial performance is contained in the “Forward-Looking Statements
Disclaimer” and “Factors Affecting Our Future Operating Results” sections of the 10-K.
Corporate Information
Officers
Olivier A. Filliol
President and
Chief Executive Officer
Board of Directors
Thomas Caratsch
Laboratory
Marc de La Guéronnière
Europe and North America
William P. Donnelly
Finance, IT and Supply Chain
Michael Heidingsfelder
Industrial
Simon Kirk
Product Inspection
Christian Magloth
Human Resources
Waldemar Rauch
Process Analytics
Richard Wong
Asia / Pacific
Corporate Offices
Mettler-Toledo International Inc.
1900 Polaris Parkway
Columbus, Ohio 43240-4035
Phone 614-438-4511
Im Langacher 44
CH-8606 Greifensee, Switzerland
Phone +41-44-944 22 11
www.mt.com
Transfer Agent and Registrar
Computershare Shareowner Services LLC acts
as primary Transfer Agent and Registrar for
the Company. Questions should be sent to:
Computershare
P.O. Box 30170
College Station, TX 77845-3170
Phone 866-322-7862
www.computershare.com/investor
Shareholders
The Company estimates it has approximately
34,700 shareholders.
Annual Meeting
The annual meeting of shareholders will
be held at 8:00 a.m. on Thursday, May 7,
2015 at the offices of Fried, Frank, Harris,
Shriver & Jacobson LLP at 375 Park Avenue,
New York, NY. A notice of the meeting,
together with a form of proxy and a proxy
statement, will be mailed to shareholders
on or about March 16, 2015.
Investor Relations
Direct requests for information to:
Mary T. Finnegan
Treasurer / Investor Relations
1900 Polaris Parkway
Columbus, Ohio 43240-4035
Phone 614-438-4748
Fax
614-438-4646
mary.finnegan@mt.com
Robert F. Spoerry
Chairman of the Board
Director since 1996
Wah-Hui Chu
Retired Non-Executive
Chairman – Asia,
PepsiCo International
Director since 2007
Francis A. Contino
Retired Executive Vice President –
Strategic Planning
and Chief Financial Officer,
McCormick & Company, Inc.
Director since 2004
Olivier A. Filliol
President and Chief Executive Officer
Director since 2009
Michael A. Kelly
Executive Vice President –
Electronics and Energy,
3M Company
Director since 2008
Martin D. Madaus*
Chairman and Chief Executive Officer,
Ortho-Clinical Diagnostics, Inc.
Director since 2009
Hans Ulrich Märki
Retired Chairman,
IBM Europe / Middle East / Africa
Director since 2002
George M. Milne, Jr.
Retired Executive Vice President,
Pfizer Global R&D,
Retired President, Worldwide Strategic
and Operations Management,
Pfizer Inc.
Director since 1999
Thomas P. Salice
Co-Founder and Managing Member,
SFW Capital Partners, LLC
Director since 1996
* Retiring from Board effective May 7, 2015
Financial Highlights
Sales
($ in millions)
Gross Margin
(in %)
2,500
2,300
2,100
1,900
1,700
1,500
1,300
1,100
900
6
3
9
700
Local Currency CAGR 6 % (1)
4
9
7
,
1
5
9
5
,
1
2
8
4
,
1
4
0
4
,
1
4
0
3
,
1
4
1
2
,
1
8
4
1
,
1
6
9
0
,
1
5
6
0
,
1
6
8
4
,
2
9
7
3
2
,
9
0
3
,
2
2
4
3
,
2
3
7
9
1
,
8
6
9
1
,
8
6
9
1
,
9
2
7
,
1
9
2
7
,
1
56
54
52
50
48
46
44
44.4
8
9
9
1
9
9
9
1
0
0
0
2
1
0
0
2
2
0
0
2
3
0
0
2
4
0
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2
5
0
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6
0
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7
0
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8
0
0
2
9
0
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1
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1
1
0
2
2
1
0
2
3
1
0
2
4
1
0
2
(1) CAGR in USD for the period 1998 - 2014 is 6%.
42
8
9
9
1
9
9
9
1
0
0
0
2
1
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2
2
0
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3
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4
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0
1
0
2
1
1
0
2
2
1
0
2
3
1
0
2
4
1
0
2
Operating Cash Flow
($ in millions)
Sales by
Customer Destination
450
400
350
300
250
200
150
100
50
0
9
1
4
6
4
3
8
2
3
Asia
and Other
30%
Americas
35%
Europe
35%
CAG R 1 2 %
2
9
1
7
7
1
6
6
1
1
8
2
8
6
2
8
2
2
3
2
2
3
3
2
7
1
1
5
1
1
2
0
1
1
9
5
8
2
7
8
9
9
1
9
9
9
1
0
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2
1
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0
2
2
0
0
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3
0
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2
4
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5
0
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2
6
0
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7
0
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9
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0
1
0
2
1
1
0
2
2
1
0
2
3
1
0
2
4
1
0
2
Earnings per Share
(in dollars)
12.00
54.7
10.00
8.00
6.00
4.00
2.00
0.00
4
4
1
1
.
6
9
9
.
4
1
.
9
CAGR 17 %
1
2
8
.
0
8
.
6
9
7
.
5
3
0
.
5
0
7
.
4
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3
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1
0
2
EPS includes the following items:
1998 $(0.27) acquisition-related charges and other items and
$0.09 one-time tax benefit
1999 $(0.24) charge for the transfer or close-down of certain
product lines and other items
2000 $(0.04) charge related to close-down and consolidation
of operations within our retail product lines
2001 $(0.34) charge related to headcount reductions and
manufacturing transfers
2002 $0.51 one-time tax gain due to tax restructuring program
and related tax audits and $(0.45) charge related to
headcount reductions and manufacturing transfers
2003 $(0.08) charge related to final union settlement on the
closure of French manufacturing facility
2004 $(0.08) expense related to investigation
2005 $(0.30) charge for a non-cash intangible asset write-off
and legal costs in conjunction with pipette litigation and
$(0.12) charge for non-recurring tax items
2006 $0.20 benefit from discrete tax items
2007 $0.03 benefit from discrete tax items
2008 $0.17 benefit from discrete tax items and $(0.14)
restructuring charge related to workforce reduction
2009 $(0.67) restructuring charge related to workforce
reduction, $0.24 benefit from discrete tax items and
$(0.04) debt extinguishment and financing costs
2010 $0.15 benefit from discrete tax items, $(0.11)
restructuring charge primarily related to workforce
reduction and $(0.07) related to loss on sale of retail
software business for in-store item and inventory
management solutions offset in part by benefit from
previous acquisition
2011 $0.11 benefit from discrete tax items, $(0.13)
restructuring charge primarily related to workforce
reduction and $(0.01) related to debt extinguishment
and financing costs
2012 $(0.39) restructuring charge primarily related to
workforce reduction
2013 $(0.49) restructuring charge primarily related to workforce
reduction and $(0.01) related to debt extinguishment and
financing costs
2014 $(0.15) restructuring charge primarily related to
consolidation of operations and workforce reduction
1
Providing Solutions
Across Our Customer’s Value Chain
R&D Laboratory
Quality Control Lab
Scaleup & Production
R&D Laboratory
Quality Control Lab
Scaleup & Production
Our precise instruments are
the foundation of research
and quality control labs
all over the world. High-
performance weighing
solutions offer a basis for
solid R&D results. Pipettes
are an essential tool for life
science research. Thermal
analysis instruments help to
improve materials and their
thermal behavior. Automated
chemistry solutions accel-
erate the development of
new chemicals.
Quality control relies on
fast and precise analytical
measurement as well as
good data management.
Our analytical balances,
titrators, pH meters, den-
sity meters, refractometers,
melting point meters and
pipettes can be tailored to
each customer’s application
and provide a fully docu-
mented workflow for every
quality control lab.
Our sensors for measuring
critical liquid analytical
parameters, such as pH
and oxygen levels and
water conductivity and
resistivity as well as total
organic carbon, enable
pharmaceutical, biotech
and other companies to
continuously ensure product
quality and meet regulatory
standards. Our transmitters
and connectivity solutions
make data collection and
integration into control sys-
tems efficient and flexible.
2
Production & Filling
Packaging
Logistics
Food Retail
pcs
Production & Filling
Packaging
Logistics
Food Retail
We offer industrial scales
in all sizes and formats,
terminals and software
to control and monitor
manufacturing processes.
Specialized solutions for
formulation, piece-counting
and many other applications
help to improve productivity
and reduce errors.
Product inspection solutions
help to safeguard product
quality, safety and integrity,
inside and out. Our systems
for metal detection, check-
weighing, x-ray and vision
inspection provide confi-
dence that product quality
is maintained, compliance
with industry standards is
achieved, and consumers
and brands are protected.
Our vehicle scale systems
offer the highest level of
accuracy and can prevent
unexpected downtime
thanks to a unique design
and remote diagnostics
capabilities. For express
carriers, in-motion weighing,
dimensioning and identifi-
cation software solutions
increase throughput and
provide revenue recovery
opportunities.
From retailers’ receiving
docks to their checkout
counters, we enhance
efficient handling of fresh
goods with weighing,
packaging, pricing, wrap-
ping and labeling solutions.
Internet-enabled scales
greatly facilitate in-store
marketing, fresh item
management, promotions
and more.
3
Olivier A. Filliol
President and
Chief Executive Officer
Dear Fellow Investors
2014 saw many positive developments for METTLER TOLEDO. We delivered
good financial results and made excellent progress on many strategic
initiatives. Notably, our product pipeline is better than ever and we are seeing
tangible gains from our Spinnaker sales and marketing programs. Equally
important, we launched an important offensive strategy to increase field
resources, which should allow us to gain share and outgrow our markets.
In 2014, we achieved good top-line growth, further margin improvement
and strong earnings and cash flow growth. Our performance was driven by
continued diligent execution of our strategies. Our cost structure remains in
good shape and we continue to show outstanding organizational agility as we
shift resources to faster, more profitable growth opportunities.
4
Here are our financial highlights for 2014:
• Sales were $2.5 billion, reflecting growth in local currency of 5 percent.
• Gross margins were 54.7 percent, an improvement of 80 basis points
over the prior year.
• Adjusted net earnings per diluted share were $11.72, an increase of
11 percent over 2013, despite 3 percent of currency headwinds.
• Free cash flow was $343 million, an increase of 21 percent.
We used our free cash flow to repurchase 1.6 million shares and
reduced our weighted shares outstanding by 4 percent from 2013.
• Our balance sheet remains strong, which provides the ability to
incrementally purchase shares in excess of our free cash flow and
pursue strategic acquisitions.
We continue to operate in a global economy characterized by regional
differences. The Americas performed well in 2014, and the outlook for 2015
remains positive. Our European business performed very well despite signs that
the region’s growth was slowing. Our teams are executing exceptionally well in
Europe, and we expect growth to continue in 2015 although recent economic
news may point to a weaker climate. Markets in Asia and the rest of the world,
specifically China, improved in the second half of 2014. We expect better
growth in those regions in 2015, though still below long-term expectations.
As a global company with important operations in Switzerland, we are facing
challenges from the recent strengthening of the Swiss franc against our major
selling currencies. In addition, the strong gains of the U.S. dollar in recent
months are also adversely impacting our earnings. We have had similar
challenges in the past and have overcome them through determined efforts to
maintain our cost competitiveness and profitability. We are currently evaluating
and analyzing various initiatives to offset these headwinds and are confident
that we can maintain our cost competitiveness and strong profitability levels.
As we have often discussed with you, organic growth is our best way to
create value for the franchise. Our fragmented markets provide ample
opportunities for us to gain share, and we believe investing in field resources
to further penetrate these markets is our biggest lever for growth. In a
strategy we refer to as “field turbos,” we are making significant, targeted
investments in field resources to capture specific growth opportunities.
5
In 2014, we completed a detailed penetration analysis of our markets by product
category, geography and customer segment, and identified gaps where additional sales
coverage can accelerate growth. We are starting to add sales personnel, telesales and
other support personnel to pursue these underpenetrated market segments. We expect
to increase our front-end resources by more than 5 percent around the world. If this
strategy proves as effective as we predict, we will make further additions to field
personnel in the coming years. One important item to note is that we are increasing
our sales force this year while only modestly increasing our overall cost structure.
This achievement is possible because of productivity gains in other parts of our
organization. This approach significantly reduces the financial risk of the investment.
Our other major strategic initiatives remain well on track.
Our marketing programs continue to drive growth. 2014 marked the 10-year
anniversary of our Spinnaker sales and marketing programs. The heart of Spinnaker
remains our marketing database of more than 5 million contacts. However, what has
made Spinnaker vibrant for so long is the cultural mindset to achieve continuous
improvement and true excellence in sales and marketing. We expect the program to
continue to drive sales productivity and share gains for many years to come.
Our service business is another important competitive advantage. Service makes
up about 22 percent of our total sales and had good growth in 2014, increasing by
8 percent in local currency. Initiatives to globalize and harmonize our service offering
continue to bring benefits. Our current focus is on growth as we invest in sales and
marketing activities aimed at increasing the proportion of our installed base that is
under service contract. This is a significant opportunity as we have an installed base
of millions of instruments that are not under contract today.
We strongly believe in the growth potential of emerging markets. The consequence
of GDP per capita growth moving toward Western levels means more opportunities
to sell our products. While these markets are currently growing below our long-term
expectations, we see signs of improvement and expect better growth in the next
two years.
XPE Precision Balance
Our new precision balance contains
novel technologies that make weighing
in the lab significantly faster, easier
and more reliable. Features include an
innovative weighing pan, color status
indicators, ergonomic design and a
high-speed weighing cell.
6
Reliable and Precise
Our balance’s SmartPan reduces the effect of
air on the weighing result, dramatically cutting
stabilization times in half and improving
precision by up to 50 percent. The user is
easily guided through setup and daily weighing
routines on the large color touchscreen. Smooth
surfaces and easy dismantling make for quick
and safe clean-up after spills.
R&D Laboratory
Quality Control Lab
7
China is our largest emerging market and represents 16 percent of our total sales.
Our long-term outlook in China is strong, driven by the country’s transition to a more
consumer-focused economy, with a greater emphasis on packaged food, product
quality and food safety. We also should benefit from the Chinese government’s focus on
higher-value industries, including science and the resulting increase in graduating
scientists. In the short term, we expect that our lab and product inspection businesses
will have good growth. Our core industrial business there continues to be impacted by
overcapacity in certain sectors and will take time to fully recover.
Other emerging markets generally performed well in 2014, with the exception of
Russia and nearby countries. We expect continued good growth rates in emerging
markets in 2015.
Product innovation remains central to our strategy for growth. New products reinforce
our market leadership position, and our products’ strong return on investment helps
trigger the replacement cycle. Our portfolio is robust, with many new products to be
launched in 2015, particularly in balances and product inspection. Overall, we believe
this is the fullest and best product line-up in many years.
Our margin expansion continues, with important contributors:
• We have good pricing results thanks to the nature of our products and our
customers’ understanding of our products’ value. In recent years, we have benefitted
from well-conceived pricing strategies and well-executed pricing processes.
We expect to be able to achieve improved realized pricing again in 2015.
• Our Blue Ocean program to globalize and integrate business processes will be an
important enabler for further margin development in the future. We currently have
approximately 60 percent of manufacturing, 80 percent of material spend and
33 percent of our sales and service organizations on Blue Ocean. It will take several
years to fully capture the potential of this program, but we are already benefitting
from greater integration and transparency, which is supporting savings in our supply
chain, improved pricing, productivity gains in service and other benefits.
Lab of the Future
We are working with large pharma-
ceutical customers to help realize
their visions for the Lab of the Future.
Typically these projects integrate several
automated chemistry platforms and
in-situ analytical instruments with a
common software platform to increase
R&D productivity, speed up develop-
ment and eliminate scaleup issues.
8
R&D Laboratory
Automated and
Accelerated
Under pressure to improve productivity and reduce
R&D costs, many pharmaceutical companies lack a
standardized and automated method of determining
how to mass produce a new drug in the most
efficient and safest way. Our new solutions help
to decrease time-to-market for new medicines
and increase R&D productivity by automating the
process and gathering data at each step.
9
We believe we are well positioned to take advantage of growth opportunities in
2015 and beyond. We have a strong foundation, based on market-leading products,
best-in-class marketing programs and successful margin-improvement initiatives.
Combined with our investment in field turbos, we believe these advantages provide
an effective formula to gain share.
In recent years, we have made significant investments in our people, infrastructure
and systems as well as in the products and services we offer to customers. We are
confident in our Company’s direction and positioning for future growth.
We offer sincere thanks to our employees, who continue to execute our strategies with
integrity and excellence. We also wish to thank our customers and shareholders for the
trust and support that we hold in the highest regard.
Sincerely,
Olivier A. Filliol
President and Chief Executive Officer
February 6, 2015
CM3570 Checkweigher/
Metal Detector
The new CM3570 system combines
accurate checkweighing and highly
sensitive metal detection sensors in
a single instrument on the production
line. This easily integrated system also
offers centralized inventory manage-
ment, with reports on product weight,
defects and other data.
10
Faster and Safer
Our dual system enables manufacturers of food,
pharmaceuticals and cosmetics to simultaneously
ensure their products are the correct weight and
free from metal, while saving valuable space
on their manufacturing lines. Benefits include
increasing production line throughput by up to
33 percent, as well as enhancing customer safety
and protecting brand reputation.
pcs
Packaging
11
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-13595
Mettler-Toledo International Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
13-3668641
(I.R.S. Employer
Identification No.)
1900 Polaris Parkway
Columbus, OH 43240
and
Im Langacher 44
CH 8606 Greifensee, Switzerland
(Address of principal executive offices) (Zip Code)
1-614-438-4511 and +41-44-944-22-11
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, $0.01 par value
Preferred Stock Purchase Rights
Name of Each Exchange on Which Registered
New York Stock Exchange
New York Stock Exchange
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. Yes
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. Yes
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. Yes
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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). Yes
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. Yes
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.
(Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
No
As of January 31, 2015 there were 28,127,235 shares of the registrant’s Common Stock, $0.01 par value per share, outstanding. The aggregate
market value of the shares of Common Stock held by non-affiliates of the registrant on June 30, 2014 (based on the closing price for the Common Stock
on the New York Stock Exchange as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, 2014) was
approximately $7.3 billion. For purposes of this computation, shares held by affiliates and by directors of the registrant have been excluded. Such
exclusion of shares held by directors is not intended, nor shall it be deemed, to be an admission that such persons are affiliates of the registrant.
Documents Incorporated by Reference
Document
Certain Sections of the Proxy Statement for 2014
Annual Meeting of Shareholders
Part of Form 10-K Into Which Incorporated
Part III
METTLER-TOLEDO INTERNATIONAL INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014
PART I
Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Officers of the Registrant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 3.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 6.
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . .
Item 7A. Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 8.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . . . .
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART III
Item 10. Directors, Executive Officers and Corporate Governance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . . . . . .
Item 13. Certain Relationships and Related Transactions and Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 14. Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART IV
Item 15.. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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FORWARD-LOOKING STATEMENTS DISCLAIMER
You should not rely on forward-looking statements to predict our actual results. Our actual results or
performance may be materially different than reflected in forward-looking statements because of various
risks and uncertainties. You can identify forward-looking statements by terminology such as “may,”
“will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,”
“predict,” “potential,” or “continue.”
We make forward-looking statements about future events or our future financial performance,
including earnings and sales growth, earnings per share, strategic plans and contingency plans, growth
opportunities or economic downturns, our ability to respond to changes in market conditions, planned
research and development efforts and product introductions, adequacy of facilities, access to and the costs
of raw materials, shipping and supplier costs, gross margins, customer demand, our competitive position,
capital expenditures, cash flow, tax-related matters, compliance with laws, and effects of acquisitions.
Our forward-looking statements may not be accurate or complete, and we do not intend to update or
revise them in light of actual results. New risks also periodically arise. Please consider the risks and
factors that could cause our results to differ materially from what is described in our forward-looking
statements. See in particular “Factors Affecting Our Future Operating Results” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations.”
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PART I
Item 1. Business
We are a leading global supplier of precision instruments and services. We have strong leadership
positions in our businesses and believe we hold global number-one market positions in a majority of them.
Specifically, we are the largest provider of weighing instruments for use in laboratory, industrial, and food
retailing applications. We are also a leading provider of analytical instruments for use in life science,
reaction engineering and real-time analytic systems used in drug and chemical compound development,
and process analytics instruments used for in-line measurement in production processes. In addition, we
are the largest supplier of end-of-line inspection systems used in production and packaging for food,
pharmaceutical, and other industries.
Our business is geographically diversified, with net sales in 2014 derived 35% from both Europe and
North and South America and 30% from Asia and other countries. Our customer base is also diversified
by industry and by individual customer.
Mettler-Toledo International Inc. was incorporated as a Delaware corporation in 1991 and became a
publicly traded company with its initial public offering in 1997.
Business Segments
We have five reportable segments: U.S. Operations, Swiss Operations, Western European Operations,
Chinese Operations, and Other. See Note 16 to the audited consolidated financial statements and Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations under “Results
of Operations by Operating Segment” for detailed results by segment and geographic region.
We manufacture a wide variety of precision instruments and provide value-added services to our
customers. Our principal products and services are described below. We also describe our customers and
distribution, sales and service, research and development, manufacturing, and certain other matters. These
descriptions apply to substantially all of our products and related segments.
Laboratory Instruments
We make a wide variety of precision laboratory instruments in the sample preparation, synthesis,
analytical bench top, and material characterization areas. Our portfolio includes laboratory balances,
liquid pipetting solutions, titrators, physical value analyzers, thermal analysis systems, and other
analytical instruments, such as moisture analyzers and density refractometers. The laboratory instruments
business accounted for approximately 47% of our net sales in 2014 and 46% in both 2013 and 2012.
Laboratory Balances
Our laboratory balances have weighing ranges from one ten-millionth of a gram up to 64 kilograms.
To cover a wide range of customer needs and price points, we market our balances in a range of product
tiers offering different levels of functionality. Based on the same technology platform, we also
manufacture mass comparators, which are used by weights and measures regulators as well as laboratories
to ensure the accuracy of reference weights. Laboratory balances are primarily used in the pharmaceutical,
food, chemical, cosmetics, academia, and other industries.
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Pipettes
Pipettes are used in laboratories for dispensing small volumes of liquids. We operate our pipette
business with the Rainin brand name. Rainin develops, manufactures, and distributes advanced pipettes,
tips and accessories, including single- and multi-channel manual and electronic pipettes. Rainin maintains
service centers in the key markets where customers periodically send their pipettes for certified
recalibrations. Rainin’s principal end markets are pharmaceutical, biotech, and academia.
Analytical Instruments
Titrators measure the chemical composition of samples and are used in environmental and research
laboratories as well as in quality control labs in the pharmaceutical, food and beverage, and other
industries. Our high-end titrators are multi-tasking models, which can perform two determinations
simultaneously on multiple vessels. Our offering includes robotics to automate routine work in quality
control applications.
Thermal analysis systems measure material properties as a function of temperature, such as weight,
dimension, energy flow, and viscoelastic properties. Thermal analysis systems are used in nearly every
industry, but primarily in the plastics and polymer industries and increasingly in the pharmaceutical
industry.
pH meters measure acidity in laboratory samples. We also sell density and refractometry instruments,
which measure chemical concentrations in solutions. In addition, we manufacture and sell moisture
analyzers, which precisely determine the moisture content of a sample by utilizing the loss on drying
method.
Laboratory Software
LabX, our PC-based laboratory software platform, manages and analyzes data generated by our
balances, titrators, pH meters, moisture analyzers, and other analytical instruments. LabX provides full
network capability; assists with workflow automation; has efficient, intuitive protocols; and enables
customers to collect and archive data in compliance with the U.S. Food and Drug Administration’s
traceability requirements for electronically stored data (also known as 21 CFR Part 11).
Automated Chemistry Solutions
Our current automated chemistry solutions focus on selected applications in the chemical and drug
discovery process. Our automated lab reactors and in situ analysis systems are considered integral to the
process development and scale-up activities of our customers. Our on-line measurement technologies,
based on infrared and laser light scattering, enable customers to monitor chemical reactions and
crystallization processes in real time in the lab and plant. We believe that our portfolio of integrated
technologies can bring significant efficiencies to the development process, enabling our customers to
bring new chemicals and drugs to market faster.
Process Analytics
Our process analytics business provides instruments for the in-line measurement of liquid and gas
parameters used primarily in the production process of pharmaceutical, biotech, beverage,
microelectronics, chemical, and refining companies, as well as power plants. Close to half of our process
analytics sales are to the pharmaceutical and biotech markets, where our customers need fast and secure
scale-up and production that meet the validation processes required for GMP (Good Manufacturing
Processes) and other regulatory standards. We are a leading solution provider for liquid analytical
measurement to control and optimize production processes. Our solutions include sensor technology for
measuring pH, dissolved oxygen, carbon dioxide, conductivity, turbidity, ozone, total organic carbons,
sodium, and silica, as well as laser analyzers for gas measurement. Intelligent sensor diagnostics
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capabilities enable improved asset management solutions for our customers to reduce process downtime
and maintenance costs. Our instruments offer leading multi-parameter capabilities and plant-wide control
system integration, which are key for integrated measurement of multiple parameters to secure production
quality and efficiency. With a worldwide network of specialists, we support customers in critical process
applications, compliance, and systems integration questions.
Industrial Instruments
We manufacture numerous industrial weighing instruments and related terminals and offer dedicated
software solutions for the pharmaceutical, chemical, food, and other industries. In addition, we
manufacture metal detection and other end-of-line product inspection systems used in production and
packaging. We supply automatic identification and data capture solutions, which integrate in-motion
weighing, dimensioning, and identification technologies for transport, shipping and logistics customers.
We also offer heavy industrial scales and related software. The industrial instruments business accounted
for approximately 44% of our net sales in 2014 and 45% in both 2013 and 2012.
Industrial Weighing Instruments
We offer a comprehensive line of industrial scales and balances, such as bench scales and floor
scales, for weighing loads from a few grams to several thousand kilograms in applications ranging from
measuring materials in chemical production to weighing packages. Our products are used in a wide range
of applications, such as counting applications and formulating and mixing ingredients.
Industrial Terminals
Our industrial scale terminals collect data and integrate it into manufacturing processes, helping to
automate them. Our terminals allow users to remotely download programs or access setup data and can
minimize downtime through predictive rather than reactive maintenance.
Transportation and Logistics
We supply automatic identification and data capture solutions, which integrate in-motion weighing,
dimensioning, and identification technologies. With these solutions, customers can measure the weight
and cubic volume of packages for appropriate billing, logistics, and quality control. Our solutions also
integrate into customers’ information systems.
Vehicle Scale Systems
Our primary heavy industrial products are scales for weighing trucks or railcars (i.e., weighing bulk
goods as they enter or leave a factory or at a toll station). Heavy industrial scales are capable of measuring
weights up to 500 tons and permit accurate weighing under extreme environmental conditions. We also
offer advanced computer software that can be used with our heavy industrial scales to facilitate a broad
range of customer solutions and provides a complete system for managing vehicle transaction processing.
Industrial Software
We offer software that can be used with our industrial instruments. Examples include FreeWeigh.Net,
statistical quality control software, Formweigh.Net, our formulation/batching software; and OverDrive,
which supports the operation of vehicle scales. FreeWeigh.Net and Formweigh.Net provide full network
capability and enable customers to collect and archive data in compliance with 21 CFR Part 11.
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Product Inspection
Increasing safety and consumer protection requirements are driving the need for more sophisticated
end-of-line product inspection systems (e.g., for use in food processing and packaging, pharmaceutical,
and other industries). We are a leading global provider of metal detectors, x-ray and camera-based
visioning equipment, checkweighers, and track-and-trace solutions that are used in these industries. Metal
detectors are most commonly used to detect fine particles of metal that may be contained in raw materials
or may be generated by the manufacturing process itself. X-ray-based vision inspection is used to detect
metallic contamination in metallized packaging and many types of non-metallic contamination, such as
glass, calcified bone, stones, and pits. Our x-ray systems can be used for mass control and for determining
and controlling the fat content in meat. Our camera-based vision inspection solutions provide in-line
inspection of package quality, labels, and content, which are needs for food and beverage, consumer
goods, and pharmaceutical companies. Vision inspection systems with associated specialist software
enable our pharmaceutical customers to implement traceability and serialization tracking, as required by
regulation. Checkweighers are used to control the filled weight of packaged goods such as food,
pharmaceuticals, and cosmetics. All of our technologies are integrated with material handling systems to
ensure the correct presentation of the customer’s product to the device and the secure rejection of non-
conforming product. Our technologies may also be used together as components of integrated packaging
lines. ProdX Inspect is our quality and productivity control software for helping customers comply with
regulations and optimize process efficiency, either as a stand-alone solution or through integration with
the customer’s manufacturing and enterprise systems.
Retail Weighing Solutions
Supermarkets, hypermarkets, and other food retail businesses make use of multiple weighing and
food labeling solutions for handling fresh goods (such as meats, vegetables, fruits, and cheeses). We offer
networked scales and software, which can integrate backroom, counter, self-service, and checkout
functions and can incorporate fresh goods item data into a supermarket’s overall food item and inventory
management system. The device displays allow in-store marketing, which permits customers to make
more decisions at the point of sale. In addition, we offer stand-alone scales for basic counter weighing and
pricing, price finding, and printing. The customer benefits of our retail solutions are in the areas of
enterprise-wide article and price management, merchandising, and regulatory compliance. In North
America, our offering includes automated packaging and labeling solutions for the meat backroom, which
are fully integrated with the scales in the store. The retail business accounted for approximately 9% of our
net sales in 2014, 2013, and 2012.
Customers and Distribution
Our principal customers include companies in the following key end markets: the life science
industry (pharmaceutical and biotech companies, as well as independent research organizations); food and
beverage producers; food retailers; chemical, specialty chemicals, and cosmetics companies; the
transportation and logistics industry; the metals industry; the electronics industry; and the academic
community.
Our products are sold through a variety of distribution channels. Generally, more technically
sophisticated products are sold through our direct sales force, while less complicated products are sold
through indirect channels. Our sales through direct channels exceed our sales through indirect channels. A
significant portion of our sales in the Americas is generated through indirect channels, including sales of
our “Ohaus” branded products. Ohaus-branded products target markets, such as the educational market, in
which customers are interested in lower cost, a more limited set of features, and less comprehensive
support and service.
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We have a diversified customer base, with no single customer accounting for more than 1% of
2014 net sales.
Sales and Service
Market Organizations
We maintain geographically focused market organizations around the world that are responsible for
all aspects of our sales and service. The market organizations are customer-focused, with an emphasis on
building and maintaining value-added relationships with customers in our target market segments. Each
market organization has the ability to leverage best practices from other units while maintaining the
flexibility to adapt its marketing and service efforts to account for different cultural and economic
conditions. Market organizations also work closely with our producing organizations (described below) by
providing feedback on manufacturing and product development initiatives, new product and application
ideas, and information about key market segments.
We have one of the largest and broadest global sales and service organizations among precision
instrument manufacturers. At December 31, 2014, our sales and service group consisted of approximately
6,500 employees in sales, marketing and customer service (including related administration) and post-
sales technical service, located in 38 countries. This field organization has the capability to provide
service and support to our customers and distributors in major markets across the globe. This is important
because our customers increasingly seek to do business with a consistent global approach.
Service
Our service business continues to be successful with a focus on providing uptime and calibration
services, as well as further expansion of our offerings to provide value-added services for a range of
market needs, including regulatory compliance, performance enhancements, application expertise and
training, and remote services. We have a unique offering to our pharmaceutical customers in promoting
the use of our instruments in compliance with FDA and other international regulations, and we can
provide these services to most customers' locations around the world. Our global service network is also
an important factor in our ability to expand in emerging markets. We estimate that we have the largest
installed base of weighing instruments in the world. Service (representing service contracts, on demand
services, and replacement parts) accounted for approximately 22% of our net sales in both 2014 and 2013
and 21% in 2012. A significant portion of this amount is derived from the sale of replacement parts.
Beyond revenue opportunities, we believe service is a key part of our solution offering and helps
significantly in customer retention. The close relationships and frequent contact with our large customer
base allow us to be the trusted advisor of our customers, which provides us with high-quality sales
opportunities as well as innovative product and application ideas.
Research and Development and Manufacturing
Producing Organizations
Our research, product development, and manufacturing efforts are organized into a number of
producing organizations. Our focused producing organizations help reduce product development time and
costs, improve customer focus, and maintain technological leadership. The producing organizations work
together to share ideas and best practices, and there is a close interface and coordinated customer
interaction among marketing organizations and producing organizations.
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Research and Development
We continue to invest in product innovation to provide technologically advanced products to our
customers for existing and new applications. Over the last three years, we have invested $352.2 million in
research and development ($123.3 million in 2014, $116.3 million in 2013, and $112.5 million in 2012)
which is approximately 5% of net sales for each year. Our research and development efforts fall into two
categories:
•
•
technology advancements, which generate new products or features and increase the value of our
products. These advancements may be in the form of enhanced or new functionality, new
applications for our technologies, more accurate or reliable measurement, additional software
capability, or automation through robotics or other means.
cost reductions, which reduce the manufacturing cost of our products through better overall
design and/or improve the ease of serviceability.
We devote a substantial proportion of our research and development budget to software development.
This includes software to process the signals captured by the sensors of our instruments, application-
specific software, and software that connects our solutions into customers’ existing IT systems. We closely
integrate research and development with marketing, manufacturing, and product engineering. We have
approximately 1,200 employees in research and development and product engineering in countries around
the globe.
Manufacturing
We are a worldwide manufacturer, with facilities principally located in China, Switzerland, the
United States, Germany, and the United Kingdom. We emphasize product quality in our manufacturing
operations, and most of our products require very strict tolerances and exact specifications. We use an
extensive quality control system that is integrated into each step of the manufacturing process. All major
manufacturing facilities have achieved ISO 9001 certification. We believe that our manufacturing capacity
is sufficient to meet our present and currently anticipated demand.
We generally manufacture critical components, which are components that contain proprietary
technology. When outside manufacturing is more efficient, we contract with other manufacturers for
certain nonproprietary components. We use a wide range of suppliers. We believe our supply
arrangements are adequate and that there are no material constraints on the sources and availability of
materials. From time to time, we may rely on a single supplier for all of our requirements of a particular
component. Supply arrangements for electronic components are generally made globally.
Backlog; Seasonality
Our manufacturing turnaround time is generally short, which permits us to manufacture orders to fill
for most of our products. Backlog is generally a function of requested customer delivery dates and is
typically no longer than one to two months.
Our business has historically experienced a slight amount of seasonal variation, particularly the high-
end laboratory instruments business. Traditionally, sales in the first quarter are slightly lower than, and
sales in the fourth quarter are slightly higher than, sales in the second and third quarters. Fourth quarter
sales have historically generated approximately 28% to 30% of our net sales. This trend has a somewhat
greater effect on income from operations than on net sales because fixed costs are generally incurred
evenly across all quarters.
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Employees
Our total workforce was 13,100 throughout the world, including employees and 1,100 of temporary
personnel, as of December 31, 2014, and includes approximately 5,100 in Europe, 3,400 in North and
South America, and 4,600 in Asia and other countries.
We believe our employee relations are good, and we have not suffered any material employee work
stoppage or strike during the last five years. Labor unions do not represent a meaningful number of our
employees. Approximately 600 employees in Germany and France are represented by unions.
Sustainability
We believe a sustainable business is one positioned for long-term growth and for us it defines our
approach to decision making, from how we manage our impact on the environment to our relationships
with employees, customers, and shareholders. In 2014, we published our latest sustainability report, which
measures progress and highlights accomplishments since our last report in 2011. We followed the Global
Reporting Initiative G4 guidelines. Our GreenMT program is designed to help save energy and resources
and at the same time realize financial benefits. We are now working on making significant reductions in
our emissions by finding new ways of managing our vehicle fleets, incorporating new design features into
our products, improving the energy efficiency of our buildings and processes, and looking at how we
source the electricity we use in our facilities. We think these efforts will produce a favorable impact on the
environment as well as potential savings in future periods.
Blue Ocean Program
“Blue Ocean” refers to our program to establish a new global operating model with standardized,
automated and integrated processes, and high levels of global data transparency. It encompasses a new
enterprise architecture, with a global, single instance ERP system. Within our IT systems, we are moving
toward integrated, homogeneous applications and common data structures. We will also largely
standardize our key business processes. The implementation of the systems and processes has been
proceeding on a staggered basis over a multi-year period with the initial go-live rollout having occurred in
2010. We have implemented the Blue Ocean program in our Swiss, Chinese, and certain U.S. and German
operations and have over half of the program completed as measured in users. We will continue to
implement the program in additional locations over the coming years.
Intellectual Property
We hold over 4,900 patents and trademarks (including pending applications), primarily in the
United States, Switzerland, Germany, the United Kingdom, Italy, France, Japan, China, South Korea,
Brazil, and India. Our products generally incorporate a wide variety of technological innovations, some of
which are protected by patents of various durations. Products are generally not protected as a whole by
individual patents, and as a result, no one patent or group of related patents is material to our business. We
have numerous trademarks, including the Mettler-Toledo name and logo, which are material to our
business. We regularly protect against infringement of our intellectual property.
Regulation
Our products are subject to various regulatory standards and approvals by weights and measures
regulatory authorities. All of our electrical components are subject to electrical safety standards. We
believe that we are in compliance in all material respects with applicable regulations.
Approvals are required to ensure our instruments do not impermissibly influence other instruments
and are themselves not affected by other instruments. In addition, some of our products are used in “legal
for trade” applications, in which prices based on weight are calculated and for which specific weights and
measures approvals are required. Although there are a large number of regulatory agencies across our
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markets, there is an increasing trend toward harmonization of standards, and weights and measures
regulation is harmonized across the European Union.
Our products may also be subject to special requirements depending on the end-user and market. For
example, laboratory customers are typically subject to Good Laboratory Practices (GLP), industrial
customers to Good Manufacturing Practices (GMP), pharmaceutical customers to U.S. Food and Drug
Administration (FDA) regulations, and customers in food processing industries may be subject to Hazard
Analysis and Critical Control Point (HACCP) regulations. Products used in hazardous environments may
also be subject to special requirements.
Environmental Matters
We are subject to environmental laws and regulations in the jurisdictions in which we operate. We
own or lease a number of properties and manufacturing facilities around the world. Like many of our
competitors, we have incurred, and will continue to incur, capital and operating expenditures and other
costs in complying with such laws and regulations.
We are currently involved in, or have potential liability with respect to, the remediation of past
contamination in certain of our facilities. A former subsidiary of Mettler-Toledo, LLC known as Hi-Speed
Checkweigher Co., Inc. was one of two private parties ordered by the New Jersey Department of
Environmental Protection, in an administrative consent order signed on June 13, 1988, to investigate and
remediate certain ground water contamination at a property in Landing, New Jersey. After the other party
under this order failed to fulfill its obligations, Hi-Speed became solely responsible for compliance with
the order. Residual ground water contamination at this site is now within a Classification Exception Area
which the Department of Environmental Protection has approved and within which the Company oversees
monitoring of the decay of contaminants of concern. A concurrent Well Restriction Area also exists for the
site. The Department of Environmental Protection does not view these vehicles as remedial measures, but
rather as “institutional controls” that must be adequately maintained and periodically evaluated. We
estimate that the costs of compliance associated with the site over the next several years will approximate
$0.4 million.
In addition, certain of our present and former facilities have or had been in operation for many
decades and, over such time, some of these facilities may have used substances or generated and disposed
of wastes that are or may be considered hazardous. It is possible that these sites, as well as disposal sites
owned by third parties to which we have sent wastes, may in the future be identified and become the
subject of remediation. Although we believe that we are in substantial compliance with applicable
environmental requirements and, to date, we have not incurred material expenditures in connection with
environmental matters, it is possible that we could become subject to additional environmental liabilities
in the future that could have a material adverse effect on our financial condition, results of operations, or
cash flows.
Competition
Our markets are highly competitive. Many of the markets in which we compete are fragmented both
geographically and by application, particularly the industrial and food retailing markets. As a result, we
face numerous regional or specialized competitors, many of which are well established in their markets.
For example, some of our competitors are divisions of larger companies with potentially greater financial
and other resources than our own. In addition, some of our competitors are domiciled in emerging markets
and may have a lower cost structure than ours. We are confronted with new competitors in emerging
markets which, although relatively small in size today, could become larger companies in their home
markets. Given the sometimes significant growth rates of these emerging markets, and in light of their
cost advantage over developed markets, emerging market competitors could become more significant
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global competitors. Taken together, the competitive forces present in our markets can impair our operating
margins in certain product lines and geographic markets.
We expect our competitors to continue to improve the design and performance of their products and
to introduce new products with competitive prices. Although we believe that we have technological and
other competitive advantages over many of our competitors, we may not be able to realize and maintain
these advantages. These advantages include our worldwide market leadership positions; our global brand
and reputation; our track record of technological innovation; our comprehensive, high-quality solution
offering; our global sales and service offering; our large installed base of weighing instruments; and the
diversification of our revenue base by geographic region, product range, and customer. To remain
competitive, we must continue to invest in research and development, sales and marketing, and customer
service and support. We cannot be sure that we will have sufficient resources to continue to make these
investments or that we will be successful in identifying, developing, and maintaining any competitive
advantages.
We believe the principal competitive factors in developed markets for purchasing decisions are the
product itself, application support, service support, and price. In emerging markets, where there is greater
demand for less sophisticated products, price is a more important factor than in developed markets.
Competition in the U.S. laboratory market is also influenced by the presence of large distributors that sell
not only our products but those of our competitors as well.
Company Website and Information
You can find our website on the Internet at www.mt.com. The website contains information about us
and our operations. You can view and download free of charge copies of each of our filings with the SEC
on Form 10-K, Form 10-Q, Form 8-K, and Schedule 14A and all amendments to those reports by
accessing www.mt.com, clicking on About Us, Investor Relations, and then clicking on SEC Filings. You
may also read and copy these filings at the SEC’s Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains a website at http://www.sec.gov that contains
reports, proxy and information statements, and other information regarding issuers that file electronically
with the SEC.
Our website also contains copies of the following documents that you can download free of charge:
• Corporate Governance Guidelines
• Audit Committee Charter
• Compensation Committee Charter
• Nominating and Corporate Governance Committee Charter
• Code of Conduct
• Sustainability Report
You can also obtain in print, free of charge, any of the above documents and any of our reports on
Form 10-K, Form 10-Q, Form 8-K, and Schedule 14A and all amendments to those reports by sending a
written request to our Investor Relations Department:
Investor Relations
Mettler-Toledo International Inc.
1900 Polaris Parkway
Columbus, OH 43240 U.S.A.
Phone: +1 614 438 4748
Fax: +1 614 438 4646
E-mail: mary.finnegan@mt.com
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Item 1A. Risk Factors
Factors Affecting Our Future Operating Results
We sell primarily to companies in developed countries. Continued economic uncertainty in
these countries could hurt our operating results.
Most of our business is derived from companies in developed countries. Economic instability in many
parts of the world, including sovereign debt levels in the European Union and the United States, continues
to be a situation that we are monitoring closely. A potential financial crisis on financial institutions
globally would likely have an adverse effect on the global capital markets and our business. In addition, if
developed countries were to experience slow growth or recession, we could see the following effects:
•
•
•
•
•
•
•
a drop in demand for our products;
companies being unable to finance their businesses;
difficulty in obtaining materials and supplies;
potential devaluation and/or impairment of assets;
difficulty in collecting accounts receivables;
an increase in accounts receivable write-offs; and
greater foreign exchange rate volatility affecting our profitability and cash flow.
Economic downturns or recessions adversely affect our operating results because our customers often
decrease or delay capital expenditures. Customers may also purchase lower-cost products made by
competitors and not resume purchasing our products even after economic conditions improve. These
conditions would reduce our revenues and profitability.
We are subject to certain risks associated with our international operations and have a
significant concentration of business in China.
We conduct business in many countries, including emerging markets in Asia, Latin America, and
Eastern Europe, and these operations represent a significant portion of our sales and earnings. For
example, our Chinese operations account for 17% of sales to external customers, approximately 30% of
our global production, and 26% of segment profit during 2014. In addition to the currency risks discussed
below, international operations pose other substantial risks and problems for us.
Including the following:
countries may revise or alter their respective legal and regulatory requirements;
local tariffs and trade barriers;
•
•
• difficulties in staffing and managing local operations and/or mandatory salary increases;
•
credit risks arising from financial difficulties facing local customers and distributors;
• difficulties in protecting intellectual property;
• nationalization of private enterprises which may result in the confiscation of assets, as we hold
significant assets around the world in the form of property, plant, and equipment, inventory, and
accounts receivable, as well as $46.3 million of cash at December 31, 2014 in our Chinese
subsidiaries;
restrictions on investments and/or limitations regarding foreign ownership;
adverse tax consequences, including tax disputes, imposition or increase of withholding and other
taxes on remittances and other payments by subsidiaries;
•
•
• other uncertain local economic, political, and social conditions, including hyper-inflationary
conditions or periods of low or no productivity growth; and
credit tightening or reduction in credit availability for local customers.
•
13
We must also comply with regulations regarding the conversion and repatriation of funds earned in
local currencies. For example, we need government approval to convert earnings from our operations in
China into other currencies and to repatriate these funds. If we cannot comply with these or other
applicable regulations, we may face increased difficulties in using cash generated in China.
We are required to comply with various import, export control, and economic sanctions laws, which
may affect our transactions with certain customers, business partners, and other persons, including in
certain cases dealings with or between our employees and subsidiaries. In certain circumstances, export
control and economic sanctions regulations may prohibit the export of certain products, services, and
technologies, and in other circumstances, we may be required to obtain an export license before exporting
a controlled item. We do business in Russia and Crimea. Sanctions imposed on business in these regions
will likely affect the economies and our business in these regions. In addition, failure to comply with any
of these regulations could result in civil and criminal, monetary and non-monetary penalties, disruptions
to our business, limitations on our ability to import and export products and services and damage to our
reputation.
Current Chinese market conditions reflect overcapacity in certain end-user segments and a reduction of
credit availability for many local Chinese customers. Growth in China and other emerging markets can be
expected to be volatile and the timing of recoveries can be uncertain.
Currency fluctuations affect our operating profits.
Our earnings are affected by changing exchange rates. We are most sensitive to changes in the
exchange rates between the Swiss franc, euro, and U.S. dollar. We have more Swiss franc expenses than
we do Swiss franc sales because we develop and manufacture products in Switzerland that we sell
globally and have a number of corporate functions located in Switzerland. When the Swiss franc
strengthens against our other trading currencies, particularly the U.S. dollar and euro, our earnings go
down. We also have significantly more sales in the euro than we do expenses. When the euro weakens
against the U.S. dollar and Swiss franc, our earnings also go down.
In January 2015, we entered into foreign currency forward contracts that reduce our exposure from the
Swiss franc strengthening against the euro through 2016. The notional amount and average forward rate of
our foreign currency forward contracts is Euro 86 million and 1.21 for contracts that mature in 2015, and
Euro 67 million and 1.19 for contracts that mature in 2016, respectively. In September 2011, the Swiss
National Bank established an exchange rate floor of 1.20 Swiss francs per euro which was abandoned in
January 2015 after we entered into the previously mentioned foreign currency forward contracts. The
Swiss National Bank's abandonment of the euro exchange rate floor resulted in an immediate
strengthening of the Swiss franc against the euro and U.S. dollar. Absent these forward currency forward
contracts, we estimate a 1% strengthening of the Swiss franc against the euro would reduce our earnings
before tax by approximately $1.1 million to $1.3 million annually. We also estimate a 1% strengthening of
the Swiss franc against the U.S. dollar would reduce our earnings before tax by approximately $0.5
million to $0.7 million annually in addition to the previously mentioned strengthening of the Swiss franc
against the euro impact.
We also conduct business in many geographies throughout the world, including Asia Pacific, the United
Kingdom, Eastern Europe, Latin America, and Canada. Fluctuations in these currency exchange rates
against the U.S. dollar can also affect our operating results. The most significant of these currency
exposures is the Chinese Renminbi. The impact on our earnings before tax of the Chinese Renminbi
weakening 1% against the U.S. dollar is a reduction of approximately $0.7 million to $0.9 million
annually.
14
In addition to the effects of exchange rate movements on operating profits, our debt levels can fluctuate
due to changes in exchange rates, particularly between the U.S. dollar and the Swiss franc. Based on our
outstanding debt at December 31, 2014, we estimate that a 10% weakening of the U.S. dollar against the
currencies in which our debt is denominated would result in an increase of approximately $2.3 million in
the reported U.S. dollar value of our debt.
Concerns regarding the European debt levels and market perception concerning the
instability of the euro could affect our operating profits.
We conduct business in many countries that use the euro as their currency (the Eurozone). Concerns
persist regarding the debt burden of certain Eurozone countries and their ability to meet future financial
obligations. In addition, concerns in recent years have existed regarding the overall stability of the euro
and the suitability of the euro as a single currency given the diverse economic and political circumstances
in individual Eurozone countries.
These concerns could lead to the re-introduction of individual currencies in one or more Eurozone
countries or, in more extreme circumstances, the possible dissolution of the euro currency entirely. Should
the euro dissolve entirely, the legal and contractual consequences for holders of euro-denominated
obligations would be determined by laws in effect at such time. These potential developments, or market
perceptions concerning these and related issues, could adversely affect the value of our euro-denominated
assets and obligations. In addition, concerns over the effect of this financial crisis on financial institutions
in Europe and globally could have an adverse effect on the global capital markets and, more specifically,
on the ability of our Company, our customers, suppliers, and lenders to finance their respective
businesses, to access liquidity at acceptable financing costs, if at all, on the availability of supplies and
materials, and on the demand for our products.
We are vulnerable to system failures, including those that may be related to cyber security
attacks, which could harm our business.
We rely on our technology infrastructure to interact with suppliers, sell our products and services,
support our customers, fulfill orders, and bill, collect, and make payments. Our systems are vulnerable to
damage or interruption from natural disasters, power loss, telecommunication failures, terrorist or hacker
attacks, computer viruses, and other events. When we upgrade or change systems, we may suffer
interruptions in service, loss of data, or reduced functionality. A significant number of our systems are not
redundant, and our disaster recovery planning is not sufficient for every eventuality. Despite any
precautions we may take, such problems could result in interruptions in our services, fraudulent loss of
assets, or unauthorized disclosure of confidential information, which could harm our reputation and
financial condition. We do not carry business interruption insurance sufficient to compensate us for losses
that may result from interruptions in our services or data loss as a result of system failures.
We also are in the process of implementing a program to globalize our business processes and
information technology systems that includes the implementation of a Company-wide enterprise resource
planning system. This has been proceeding on a staggered basis over several years with the initial go-live
rollout having occurred in 2010. We have implemented the program in our Swiss, Chinese, and certain
U.S. and German operations and have more than half of the program implemented, as measured in users.
If the implementation is flawed, we could suffer interruptions in operations and customer-facing activities
that could harm our reputation and financial condition, or cause us to lose data, experience reduced
functionality, or have delays in reporting financial information. It may take us longer to implement the
program than we have planned, and the project may cost us more than we have estimated, either of which
would negatively impact our ability to generate cost savings or other efficiencies. In addition, the
implementation will increase our reliance on a single information technology system, which would have
greater consequences should we experience a system disruption.
15
We operate in highly competitive markets, and it may be difficult for us to preserve operating
margins, gain market share, and maintain a technological advantage.
Our markets are highly competitive. Many are fragmented both geographically and by application,
particularly the industrial and food retailing markets. As a result, we face numerous regional or
specialized competitors, many of which are well established in their markets. In addition, some of our
competitors are divisions of larger companies with potentially greater financial and other resources than
our own. Some of our competitors are domiciled or operate in emerging markets and may have a lower
cost structure than ours. We are confronted with new competitors in emerging markets which, although
relatively small in size today, could become larger companies in their home markets. Given the sometimes
significant growth rates of these emerging markets, and in light of their cost advantage over developed
markets, emerging market competitors could become more significant global competitors. Taken together,
the competitive forces present in our markets could harm our operating margins. We expect our
competitors to continue to improve the design and performance of their products and to introduce new
products with competitive prices. Although we believe that we have certain technological and other
advantages over our competitors, we may not be able to maintain these advantages.
Our ability to manufacture and deliver products and services may be disrupted.
We have key manufacturing facilities located in China, Europe, and the United States. Many of our
products are developed and manufactured at single locations, with limited alternate facilities. In addition,
a large portion of our products and spare parts are distributed through regional logistics centers, in which
certain logistics activities are outsourced to third parties. If we experience any significant disruption in
these facilities for any reason, such as strikes or other labor unrest, power interruptions, fire, earthquakes,
or other events beyond our control, we may be unable to satisfy customer demand for our products or
services and lose sales. It may be expensive to resolve these issues, even though some of these risks are
covered by insurance policies. More importantly, customers may switch to competitors and may not return
to us even if we resolve the interruption.
Our business would suffer if we were unable to obtain supplies of material.
We purchase most of our raw materials, components, and supplies from multiple suppliers. Some items
are purchased from a limited or single source of supply, however, and disruption of these sources could
affect our ability to manufacture products. Even where multiple sources of materials and components are
available, the quality of the alternative materials, regulatory and contractual requirements to qualify
materials for use in manufacturing, and the time required to establish new relationships with reliable
suppliers could result in manufacturing delays and possible loss of sales. If we are unable to obtain
materials or components for an extended time, this could damage our customer relationships and harm our
financial condition or results of operations.
Our product development efforts may not produce commercially viable products in a timely
manner.
If we do not introduce new products and enhancements, our products could become technologically
obsolete over time, which would harm our operating results. To remain competitive, we must continue to
make significant investments in research and development, sales and marketing, and customer service and
support. We cannot be sure that we will have sufficient resources to continue to make these investments.
In developing new products, we may be required to make substantial investments before we can determine
their commercial viability. As a result, we may not be successful in developing new products and we may
never realize the benefits of our research and development activities.
16
A prolonged downturn or additional consolidation in the pharmaceutical, food and beverage,
and chemical industries could adversely affect our operating results. A reduction in the capital
resources or government funding of our customers could reduce our sales.
Our products are used extensively in the pharmaceutical, food and beverage, and chemical industries.
Consolidation in the pharmaceutical and chemical industries hurt our sales in prior years. A prolonged
economic downturn or additional consolidation in any of these industries could adversely affect our
operating results. In addition, the capital spending policies of our customers in these and other industries
are based on a variety of factors we cannot control, including the resources available for purchasing
equipment, the spending priorities among various types of equipment, and policies regarding capital
expenditures. Any decrease or delay in capital spending by our customers would cause our revenues to
decline and could harm our profitability. A decline in government funding of research or education could
reduce some customers' ability to purchase our products.
Unanticipated changes in our tax rates or exposure to additional income tax liabilities could
impact our profitability.
We are subject to income taxes in the United States and various other foreign jurisdictions, and our
domestic and international tax liabilities are subject to allocation of expenses among different
jurisdictions. Our effective tax rates could be adversely affected by changes in the mix of earnings by
jurisdiction, changes in tax laws or tax rates, changes in the valuation of deferred tax assets and liabilities,
and material adjustments from tax audits.
In particular, the carrying value of deferred tax assets, which are predominantly in the U.S., is
dependent upon our ability to generate future taxable income in the U.S. In addition, the amount of
income taxes we pay is subject to ongoing audits in various jurisdictions, and a material assessment by a
governing tax authority could affect our profitability.
Our tax expense could increase as a result of a changing application of tax law.
As a result of the current uncertain financial and economic environment, governments are facing
greater pressure on public finances, which could lead to their more aggressively applying existing tax laws
and regulations. Governments also periodically change tax laws and regulations. Any changes in corporate
income tax rates or regulations, on repatriation of dividends or capital, or on transfer pricing, as well as
changes in the interpretation of existing tax laws and regulations in the jurisdictions in which we operate,
could adversely affect our cash flow and increase our overall tax burden, which would negatively affect
our profitability.
We face risks related to sales through distributors and other third parties that we do not
control, which could harm our business.
We sell some products through third parties including distributors and value-added resellers. This
exposes us to various risks, including competitive pressure, concentration of sales volumes, credit risks,
and compliance risks. We may rely on one or a few key distributors for a product or market, and the loss
of these distributors could reduce our revenue and net earnings. Distributors may also face financial
difficulties, including bankruptcy, which could harm our collection of accounts receivables. Violations of
the FCPA or similar anti-bribery laws by distributors or other third party intermediaries could materially
impact our business. Risks related to our use of distributors may reduce sales, increase expenses, and
weaken our competitive position.
17
A widespread outbreak of an illness or other health issue could negatively affect our business,
making it more difficult and expensive to meet our obligations to our customers, and could
result in reduced demand from our customers.
In recent years, a number of countries have experienced outbreaks of the H1N1 influenza (swine flu)
or, in the Asia Pacific region, outbreaks of SARS and/or avian influenza (bird flu), and more recently,
Ebola outbreaks in parts of Africa. Despite the implementation of certain precautions, we are susceptible
to such outbreaks. As a result of such outbreaks, businesses can be shut down and individuals can become
ill or quarantined. Outbreaks of infectious diseases such as these, particularly in North America, Europe,
China, or other locations significant to our operations, could adversely affect general commercial activity,
which could have a material adverse effect on our financial condition, results of operations, business, or
prospects. If our operations are curtailed because of health issues, we may need to seek alternate sources
of supply for services and staff and these alternate sources may be more expensive. Alternate sources may
not be available or may result in delays in shipments to our customers, each of which would affect our
results of operations. In addition, a curtailment of our product design operations could result in delays in
the development of new products. Further, if our customers’ businesses are affected by health issues, they
might delay or reduce purchases from us, which could adversely affect our results of operations.
We may face risks associated with future acquisitions.
We may pursue acquisitions of complementary product lines, technologies, or businesses. Acquisitions
involve numerous risks, including difficulties in integrating the acquired operations, technologies, and
products; diversion of management’s attention from other business concerns; and potential departures of
key employees of the acquired company. If we successfully identify acquisitions in the future, completing
such acquisitions may result in new issuances of our stock that may be dilutive to current owners,
increases in our debt and contingent liabilities, and additional amortization expense related to intangible
assets. Any of these acquisition-related risks could have a material adverse effect on our profitability.
Larger companies have identified life sciences and instruments as businesses they will consider
entering, which could change the competitive dynamics of these markets. In addition, we may not be able
to identify, successfully complete, or integrate potential acquisitions in the future. Even if we can do so,
we cannot be sure that these acquisitions will have a positive impact on our business or operating results.
If we cannot protect our intellectual property rights, or if we infringe or misappropriate the
proprietary rights of others, our operating results could be harmed.
Our success depends on our ability to obtain and enforce patents on our technology, maintain our
trademarks, and protect our trade secrets. Our patents may not provide complete protection, and
competitors may develop similar products that are not covered by our patents. Our patents may also be
challenged by third parties and invalidated or narrowed. Competitors sometimes seek to take advantage of
our trademarks or brands in ways that may create customer confusion or weaken our brand. Although we
take measures to protect confidential information, improper use or disclosure of our trade secrets may still
occur.
We may be sued for infringing on the intellectual property rights of others. The cost of any litigation
could affect our profitability regardless of the outcome, and management attention could be diverted. If
we are unsuccessful in such litigation, we may have to pay damages, stop the infringing activity, and/or
obtain a license. If we fail to obtain a required license, we may be unable to sell some of our products,
which could result in a decline in our revenues.
18
Departures of key employees could impair our operations.
We generally have employment contracts with each of our key employees. Our executive officers own
shares of our common stock and/or have options to purchase additional shares. Nevertheless, such
individuals could leave the Company. If any key employees stopped working for us, our operations could
be harmed. Important R&D personnel may leave and join competitors, which could substantially delay or
hinder ongoing development projects. We have no key man life insurance policies with respect to any of
our senior executives.
We may be adversely affected by environmental laws and regulations.
We are subject to various environmental laws and regulations and incur expenditures in complying with
environmental laws and regulations. We are currently involved in, or have potential liability with respect
to, the remediation of past contamination in various facilities. In addition, some of our facilities are or
have been in operation for many decades and may have used substances or generated and disposed of
wastes that are hazardous or may be considered hazardous in the future. These sites and disposal sites
owned by others to which we sent waste may in the future be identified as contaminated and require
remediation. Accordingly, it is possible that we could become subject to additional environmental
liabilities in the future that may harm our results of operations or financial condition.
We may be adversely affected by regulations relating to conflict minerals.
In August 2012, the SEC adopted disclosures and reporting requirements for companies whose
products contain certain minerals and their derivatives, namely tin, tantalum, tungsten, or gold, known as
conflict minerals. Companies must report annually whether or not such minerals originate from the
Democratic Republic of Congo (DRC) and adjoining countries and in some cases to perform extensive
due diligence on their supply chains for such minerals. The implementation of these requirements could
adversely affect the sourcing, availability, and pricing of materials used in the manufacturing of our
products. In addition, we will incur additional costs to comply with the disclosure requirements, including
cost related to determining the source of any of the relevant minerals used in our products. Since our
supply chain is complex, the due diligence procedures that we implement may not enable us to ascertain
with sufficient certainty the origins for these minerals or determine that these minerals are DRC conflict
free, which may harm our reputation. We may also face difficulties in satisfying customers who may
require that our products be certified as DRC conflict free, which could harm our relationships with these
customers and/or lead to a loss of revenue. These requirements also could have the effect of limiting the
pool of suppliers from which we source these minerals, and we may be unable to obtain conflict-free
minerals at prices similar to the past, which could increase our costs and adversely affect our
manufacturing operations and our profitability.
We may be adversely affected by failure to comply with regulations of governmental agencies
or by the adoption of new regulations.
Our products are subject to regulation by governmental agencies. These regulations govern a wide
variety of activities relating to our products, from design and development, product safety, labeling,
manufacturing, promotion, sales, and distribution. If we fail to comply with these regulations, or if new
regulations are adopted that substantially change existing practice or impose new burdens, we may have to
recall products and cease their manufacture and distribution. In addition, we could be subject to fines or
criminal prosecution.
19
We may experience impairments of goodwill or other intangible assets.
As of December 31, 2014, our consolidated balance sheet included goodwill of $444.1 million and
other intangible assets of $112.8 million.
Our business acquisitions typically result in goodwill and other intangible assets, which affect the
amount of future period amortization expense and possible impairment expense. We make estimates and
assumptions in valuing such intangible assets that affect our consolidated financial statements.
In accordance with U.S. GAAP, our goodwill and indefinite-lived intangible assets are not amortized,
but are evaluated for impairment annually in the fourth quarter, or more frequently if events or changes in
circumstances indicate that an asset might be impaired. The evaluation is based on valuation models that
estimate fair value. In preparing the valuation models, we consider a number of factors, including
operating results, business plans, economic conditions, future cash flows, and transactions and market
data. There are inherent uncertainties related to these factors and our judgment in applying them to the
impairment analyses. The significant estimates and assumptions within our fair value models include sales
growth, controllable cost growth, perpetual growth, effective tax rates, and discount rates. Our
assessments to date have indicated that there has been no impairment of these assets.
Should any of these estimates or assumptions change, or should we incur lower-than-expected
operating performance or cash flows, including from a prolonged economic slowdown, we may
experience a triggering event that requires a new fair value assessment for our reporting units, possibly
prior to the required annual assessment. These types of events and resulting analysis could result in
impairment charges for goodwill and other indefinite-lived intangible assets if the fair value estimate
declines below the carrying value.
Our amortization expense related to intangible assets with finite lives may materially change should
our estimates of their useful lives change.
We have debt and we may incur substantially more debt, which could affect our ability to meet
our debt obligations and may otherwise restrict our activities.
We have debt and we may incur substantial additional debt in the future. As of December 31, 2014, we
had total indebtedness of approximately $366.7 million, net of cash of $85.3 million. Our debt instruments
allow us to incur substantial additional indebtedness.
The existence and magnitude of our debt could have important consequences. For example, it could
make it more difficult for us to satisfy our obligations under our debt instruments; require us to dedicate a
substantial portion of our cash flow to payments on our indebtedness, which would reduce the amount of
cash flow available to fund working capital, capital expenditures, product development, and other
corporate requirements; increase our vulnerability to general adverse economic and industry conditions,
including changes in raw material costs; limit our ability to respond to business opportunities; limit our
ability to borrow additional funds, which may be necessary; and subject us to financial and other
restrictive covenants, which, if we fail to comply with these covenants and our failure is not waived or
cured, could result in an event of default under our debt instruments.
The agreements governing our debt impose restrictions on our business.
The note purchase agreements governing our senior notes and the agreements governing our credit
facility contain covenants imposing various restrictions on our business. These restrictions may affect our
ability to operate our business and may limit our ability to take advantage of potential business
opportunities. The restrictions these covenants place on us include limitations on our ability to incur liens
and consolidate, merge, sell, or lease all or substantially all of our assets. Our credit facility and the note
purchase agreements governing our senior notes also require us to meet certain financial ratios.
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Our ability to comply with these agreements may be affected by events beyond our control, including
economic, financial, and industry conditions. The breach of any covenants or restrictions could result in a
default under the note purchase agreements governing the senior notes and/or under our credit facility. An
event of default under the agreements governing our debt would permit holders of our debt to declare all
amounts owed to them under such agreements to be immediately due and payable. Acceleration of our
other indebtedness may cause us to be unable to make interest payments on the senior notes and repay the
principal amount of the senior notes.
The lenders under our credit agreement may be unable to meet their funding commitments,
reducing the amount of our borrowing capacity.
We have a revolving credit facility outstanding under which the Company and certain of its subsidiaries
may borrow up to $800 million. Our credit facility is provided by a group of 13 financial institutions,
which individually have between 2% and 14% of the total funding commitment. At December 31, 2014,
we had borrowings of $110.8 million outstanding under our credit facility. Our ability to borrow further
funds under our credit facility is subject to the various lenders’ financial condition and ability to make
funds available. Even though the financial institutions are contractually obligated to lend funds, if one or
more of the lenders encounters financial difficulties or goes bankrupt, such lenders may be unable to meet
their obligations. This could result in us being unable to borrow the full $800 million amount available.
We make forward-looking statements, and actual events or results may differ materially from
these statements because assumptions we have made prove incorrect due to market
conditions in our industries or other factors.
We provide forward-looking statements both in our filings with the SEC and orally in connection with
our quarterly earnings calls, including guidance on anticipated earnings per share. You should not rely on
forward-looking statements to predict our actual results. Our actual results or performance may be
materially different than reflected in forward-looking statements because of various risks and
uncertainties.
Our forward-looking statements may not be accurate or complete, and we do not intend to update or
revise them in light of actual results. New risks also periodically arise. Please consider the risks and
factors that could cause our results to differ materially from what is described in our forward-looking
statements. See in particular “Factors Affecting Our Future Operating Results” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations.”
In providing guidance on our future earnings, we evaluate our budgets, strategic plans, and other
factors relating to our business. We make assumptions about external factors, including the following:
the outlook for our end markets and the global economy;
the impact of external factors on our competition;
the financial position of our customers;
the estimated costs of purchasing materials;
•
•
•
•
• developments in personnel costs; and
•
rates for currency exchange, particularly between the Swiss franc and the euro.
Some of these assumptions may prove to be incorrect over time. For example, although no single
customer accounts for more than 1% of our revenues, if a number of our customers experienced
significant deteriorations in their financial positions concurrently, it could have an impact on our results of
operations.
21
Some of our key internal assumptions include the following:
• our ability to implement our business strategy;
•
the effectiveness of our sales and marketing programs such as our Spinnaker and market
penetration initiatives;
• our ability to develop and deliver innovative products and services;
the continued growth of our sales in emerging markets;
•
• our ability to implement price increases as forecasted; and
•
the effectiveness of our cost saving initiatives.
These internal assumptions may also prove to be incorrect over time. For example, with respect to our
ability to realize our planned price increases without disturbing our customer base in core markets, in
certain markets, such as emerging markets, price tends to be a more significant factor in customers’
decisions to purchase our products. Furthermore, we can have no assurance that our cost reduction
programs will generate adequate cost savings. Additionally, it may become necessary to take additional
restructuring actions resulting in additional restructuring costs.
We believe our current assumptions are reasonable and prudent for planning purposes. However,
should any of these assumptions prove to be incorrect, or should we incur lower-than-expected operating
performance or cash flows, we may experience results different than our projections.
Our ability to generate cash depends in part on factors beyond our control.
Our ability to make payments on our debt and to fund planned capital expenditures and research and
development efforts depends on our ability to generate cash in the future. This is subject to factors beyond
our control, including general economic, financial, competitive, legislative, regulatory, and other factors
described in this section.
We cannot ensure that our business will generate sufficient cash flows from operations or that future
borrowings will be available to us under our credit facility in an amount sufficient to enable us to pay our
debt or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on
or before maturity. We cannot ensure that we will be able to refinance any of our debt, including our credit
facility and the senior notes, on commercially reasonable terms or at all.
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Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our principal executive offices are located in Columbus, Ohio and Greifensee, Switzerland. The
following table lists our principal facilities, indicating the location and whether the facility is owned or
leased. The properties listed below serve primarily as manufacturing facilities, or shared service centers
and also typically have a certain amount of space for service, sales and marketing, and administrative
activities. The facilities in Giessen, Germany and Viroflay, France are used primarily for sales and
marketing. We believe our facilities are adequate for our current and reasonably anticipated future needs.
Location
Europe:
Greifensee/Nanikon, Switzerland . . . . . . . . . . . . . . . . . . . . . . .
Uznach, Switzerland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Urdorf, Switzerland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Schwerzenbach, Switzerland. . . . . . . . . . . . . . . . . . . . . . . . . . .
Cambridge, England . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Manchester, England . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Viroflay, France (two facilities). . . . . . . . . . . . . . . . . . . . . . . . .
Albstadt, Germany. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Giessen, Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Warsaw, Poland. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Americas:
Columbus, Ohio. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Worthington, Ohio (two facilities). . . . . . . . . . . . . . . . . . . . . . .
Oakland, California . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Billerica, Massachusetts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ithaca, New York. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tampa, Florida. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other:
Shanghai, China (two facilities) . . . . . . . . . . . . . . . . . . . . . . . .
Changzhou, China (two facilities). . . . . . . . . . . . . . . . . . . . . . .
ChengDu, China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Owned/Leased
Business Segment
Owned
Owned
Owned
Leased
Owned
Leased
Building Owned;
Building Leased
Owned
Owned
Building Leased
Leased
Owned
Leased
Leased
Owned
Leased
Buildings Owned;
Land Leased
Buildings Owned;
Land Leased
Buildings Owned;
Land Leased
Swiss Operations
Swiss Operations
Swiss Operations
Swiss Operations
Western European Operations
Western European Operations
Western European Operations
Western European Operations
Western European Operations
Other Operations
U.S. Operations
U.S. Operations
U.S. Operations
U.S. Operations
U.S. Operations
U.S. Operations
Chinese Operations
Chinese Operations
Chinese Operations
Mumbai, India (two facilities). . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings Leased
Other Operations
Item 3. Legal Proceedings
We are not currently involved in any legal proceeding that we believe could have a material adverse
effect upon our financial condition, results of operations, or cash flows. See the disclosure in Item 1 above
under “Environmental Matters.”
Executive Officers of the Registrant
See Part III, Item 10 of this annual report for information about our executive officers.
23
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer
Purchases of Equity Securities
Market Information for Common Stock
Our common stock is traded on the New York Stock Exchange under the symbol “MTD.” The
following table sets forth on a per share basis the high and low sales prices for consolidated trading in our
common stock as reported on the New York Stock Exchange Composite Tape for the quarters indicated.
Common Stock Price
Range
High
Low
2014
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 305.89
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 272.84
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 253.18
First Quarter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 255.85
2013
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 253.27
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 242.56
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 228.00
First Quarter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 221.56
$
$
$
$
$
$
$
$
233.85
249.99
223.80
231.19
233.71
205.55
197.91
196.72
Holders
At January 31, 2015, there were 61 holders of record of common stock and 28,127,235 shares of
common stock outstanding. We estimate we have approximately 34,757 beneficial owners of common
stock.
Dividend Policy
Historically, we have not paid dividends on our common stock. However, we will evaluate this policy
on a periodic basis taking into account our results of operations, financial condition, capital requirements,
including potential acquisitions, our share repurchase program, the taxation of dividends to our
shareholders, and other factors deemed relevant by our Board of Directors.
24
Share Performance Graph
The following graph compares the cumulative total returns (assuming reinvestment of dividends) on
$100 invested on December 31, 2009 through December 31, 2014 in our common stock, the Standard &
Poor’s 500 Composite Stock Index (S&P 500 Index) and the SIC Code 3826 Index — Laboratory
Analytical Instruments.
Comparison of Cumulative Total Return Among Mettler-Toledo International Inc., the
S&P 500 Index and SIC Code 3826 Index — Laboratory Analytical Instruments
Mettler-Toledo
S&P 500 Index
SIC Code 3826 Index
12-31-09
12-31-10
12-31-11
12-31-12
12-31-13
12-31-14
$100
$100
$100
$144
$115
$128
$141
$117
$105
$184
$136
$138
$231
$180
$210
$288
$205
$241
25
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Issuer Purchases of Equity Securities
Period
October 1 to October 31, 2014 . . . . .
November 1 to November 30, 2014 .
December 1 to December 31, 2014 .
Total . . . . . . . . . . . . . . . . . . . . . . . . .
Total Number of
Shares Purchased
149,554
129,835
151,895
431,284
Average Price Paid
per Share
$
$
246.60
276.81
294.25
272.48
Total Number of
Shares Purchased as
Part of Publicly
Announced
Program
Approximate Dollar
Value (in thousands) of
Shares that may yet be
Purchased under the
Program
149,554
129,835
151,895
431,284
$
$
559,017
523,075
478,376
478,376
We have a $3 billion share repurchase program, of which there was $478.4 million remaining to be
repurchased under the program as of December 31, 2014. The share repurchases are expected to be funded
from existing cash balances, borrowings, and cash generated from operating activities. Repurchases will
be made through open market transactions, and the amount and timing of repurchases will depend on
business and market conditions, stock price, trading restrictions, the level of acquisition activity, and other
factors.
We have purchased 23.1 million common shares since the inception of the program in 2004 through
December 31, 2014, at a total cost of $2.5 billion. During the years ended December 31, 2014 and 2013,
we spent $414.0 million and $295.0 million on the repurchase of 1,617,499 shares and 1,321,577 shares at
an average price per share of $255.93 and $223.18, respectively.
26
Item 6. Selected Financial Data
The selected historical financial information set forth below as of and for the years then ended
December 31 is derived from our audited consolidated financial statements. The financial information
presented below, in thousands except share data, was prepared in accordance with accounting principles
generally accepted in the United States of America (“U.S. GAAP”).
2014
2013
2012
2011
2010
Statement of Operations Data:
1,358,750
Net sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,485,983
1,127,233
Cost of sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Research and development . . . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . . . .
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring charges(a). . . . . . . . . . . . . . . . . . . . . . . .
Other charges (income), net(b) . . . . . . . . . . . . . . . . . .
Earnings before taxes . . . . . . . . . . . . . . . . . . . . . . .
Provision for taxes(c) . . . . . . . . . . . . . . . . . . . . . . . . . .
Net earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2,230
445,004
728,582
106,763
338,241
123,297
29,185
24,537
5,915
Basic earnings per common share:
Net earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Weighted average number of common shares. . . . .
11.71
28,890,771
$ 2,378,972
$ 2,341,528
$ 2,309,328
$ 1,968,178
1,097,041
1,100,473
1,091,054
930,982
1,281,931
1,241,055
1,218,274
1,037,196
116,346
692,693
24,539
22,711
19,830
3,103
402,709
96,615
306,094
10.22
$
$
112,530
684,026
21,357
22,764
16,687
1,090
382,601
91,754
290,847
9.37
$
$
116,139
703,632
17,808
23,226
5,912
2,380
349,177
79,684
269,493
8.45
$
$
97,028
588,726
14,842
20,057
4,866
4,164
307,513
75,365
232,148
6.98
$
$
29,945,954
31,044,532
31,897,779
33,280,463
Diluted earnings per common share:
Net earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Weighted average number of common and
common equivalent shares . . . . . . . . . . . . . . . . . . .
11.44
$
9.96
$
9.14
$
8.21
$
6.80
29,571,308
30,728,482
31,824,077
32,839,365
34,140,097
Balance Sheet Data:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . $
Working capital(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other non-current liabilities(e) . . . . . . . . . . . . . . . . . . .
Shareholders’ equity(f) . . . . . . . . . . . . . . . . . . . . . . . . . .
85,263
$
111,874
$
101,702
$
235,601
$
447,577
201,441
254,992
242,141
201,718
166,034
2,009,110
2,152,819
2,022,288
2,114,910
2,199,544
335,790
218,108
719,595
395,960
193,170
935,052
347,131
240,886
827,219
476,715
209,945
781,137
670,301
174,469
771,584
_________________________
(a) Restructuring charges primarily relate to our global cost reduction programs. See Note 13 to the audited consolidated
financial statements.
(b) Other charges (income), net consists primarily of interest income, (gains) losses from foreign currency transactions, and
other items. Other charges (income), net in 2010 also includes a $4.4 million ($3.8 million after-tax) charge associated
with the sale of our retail software business for in-store item and inventory management solutions. This amount was
partially offset by a benefit from unrealized contingent consideration from a previous acquisition totaling $1.2 million
($1.2 million after-tax).
(c) The provision for taxes for 2011 and 2010 includes discrete tax items resulting in a net tax benefit of $3.8 million and $5.2
million, respectively, primarily related to the favorable resolution of certain prior year tax matters.
(d) Working capital represents total current assets net of cash, less total current liabilities net of short-term borrowings and
current maturities of long-term debt.
(e) Other non-current liabilities consist of pension and other post-retirement liabilities, plus certain other non-current
liabilities. See Note 11 to the audited consolidated financial statements.
(f) No dividends were paid during the five-year period ended December 31, 2014.
27
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
The following discussion and analysis of our financial condition and results of operations should be
read together with our audited consolidated financial statements.
Changes in local currencies exclude the effect of currency exchange rate fluctuations. Local currency
amounts are determined by translating current and previous year consolidated financial information at an
index utilizing historical currency exchange rates. We believe local currency information provides a
helpful assessment of business performance and a useful measure of results between periods. We do not,
nor do we suggest that investors should, consider such non-GAAP financial measures in isolation from, or
as a substitute for, financial information prepared in accordance with GAAP. We present non-GAAP
financial measures in reporting our financial results to provide investors with an additional analytical tool
to evaluate our operating results.
Overview
We operate a global business with sales that are diversified by geographic region, product range, and
customer. We hold leading positions worldwide in many of our markets and attribute this leadership to
several factors, including the strength of our brand name and reputation, our comprehensive offering of
innovative instruments and solutions, and the breadth and quality of our global sales and service network.
Net sales in U.S. dollars increased by 4% in 2014 and 2% in 2013. Excluding the effect of currency
exchange rate fluctuations, or in local currencies, net sales increased 5% in 2014 and 1% in 2013. Net
sales growth during 2014 benefited from improved market conditions, especially in the United States. We
expect to continue to benefit from our strong global leadership positions, diversified customer base, robust
product offering, investment in emerging markets, significant installed base, and the impact of our global
sales and marketing programs. Examples of these programs include identifying and investing in growth
and market penetration opportunities, improving our lead generation and lead nurturing processes, and
more effectively pricing our products and services. We remain cautious about our sales growth outlook as
global market conditions remain uncertain, especially in certain emerging markets (including China), as
well as parts of Europe.
With respect to our end-user markets, we experienced increased results during 2014 versus the prior
year in our laboratory-related markets, such as pharmaceutical and biotech customers, as well as the
laboratories of chemical companies and food and beverage companies. Demand from these markets was
generally strong during 2014. We also experienced increased demand from universities and government-
funded research institutions.
Our industrial markets, especially product inspection, were favorably impacted by our customer's
focus on brand protection and food safety. Core-industrial products also experienced improved market
conditions in the Americas and Europe, but were adversely impacted in 2014 by a decline in our Chinese
industrial-related sales. Emerging market economies have historically been an important source of growth
based upon the expansion of their domestic economies, as well as increased exports as companies have
moved production to low-cost countries. Overall, Chinese market conditions for our industrial-related
products were weak during 2014 and 2013 related to overcapacity in certain end-user segments and a
reduction of credit availability for many local Chinese customers. Growth in China and other emerging
markets can be expected to be volatile and the timing of recoveries can be uncertain. Our industrial-
related products are especially sensitive to changes in economic growth.
Our food retailing markets experienced modest growth during 2014, primarily driven by strong
project activity in Europe, offset in part by reduced sales in the Americas due to the timing of project
28
activity. Traditionally the spending levels in this sector have experienced more volatility than our other
customer sectors due to the timing of customer project activity and new regulations. Similar to our
industrial business, emerging markets have also historically provided growth as the expansion of local
emerging market economies creates a significant number of new retail stores each year.
In 2015, we expect to continue to pursue the overall business growth strategies which we have
followed in recent years:
Gaining Market Share. Our global sales and marketing initiative, “Spinnaker,” continues to be an
important growth strategy. For example, we are in the process of adding approximately 200 field sales and
service resources to pursue under-penetrated market opportunities. We also aim to gain market share by
implementing sophisticated sales and marketing programs and leveraging our extensive customer
databases. While this initiative is broad-based, efforts to improve these processes include increased
segment marketing and leads generation and nurturing activities, the implementation of more effective
pricing and value-based selling strategies and processes, improved sales force training and effectiveness,
cross-selling, and other sales and marketing topics. Our comprehensive service offerings, and our
initiatives to globalize and harmonize these offerings, help us further penetrate developed markets. We
estimate that we have the largest installed base of weighing instruments in the world, and we continue to
invest in sales and marketing activities aimed at increasing the proportion of our installed base that is
under service contract. In addition to traditional repair and maintenance, our service offerings continue to
expand into value-added services for a range of market needs, including regulatory compliance.
Expanding Emerging Markets. Emerging markets, comprising Asia (excluding Japan), Eastern
Europe, Latin America, the Middle East, and Africa, account for approximately 36% of our total net sales.
We have a two-pronged strategy in emerging markets: first, to capitalize on growth opportunities in these
markets and second, to leverage our low-cost manufacturing operations in China. We have over a 25-year
track record in China, and our sales in Asia have grown more than 16% on a compound annual growth
basis in local currencies since 1999. We have broadened our product offering to the Asian markets and
benefit as multinational customers shift production to China. We are pleased with our accomplishments in
China and in recent years have expanded our territory coverage into second-tier cities with new branch
offices, additional dealers, and more service professionals. India has also been a source of emerging
market sales growth in past years due to increased life science research activities. Overall, market
conditions in emerging markets improved during 2014 but remain below our long-term expectations. We
experienced a 3% increase in emerging market local currency sales during 2014 versus the prior year,
offset in part by reduced sales volume in Russia. Chinese market conditions for our industrial products
also continued to be weak in 2014 related to overcapacity in certain end-user segments and a reduction of
credit availability for many local Chinese customers. Growth in China and other emerging markets can be
expected to be volatile and the timing of recoveries can be uncertain. Within China, we are redeploying
resources and sales and marketing efforts to the faster-growing segments of pharma, food safety, and
environment. We believe the long-term growth of these segments will be favorably impacted by the
Chinese government's emphasis on science, high-value industries, and product quality. We expect our
laboratory, process analytics, and product inspection businesses will particularly benefit from these
segments.
Extending Our Technology Lead. We continue to focus on product innovation. In the last three years,
we spent approximately 5% of net sales on research and development. We seek to drive shorter product
life cycles, as well as improve our product offerings and their capabilities with additional integrated
technologies and software. In addition, we aim to create value for our customers by having an intimate
knowledge of their processes via our significant installed product base.
29
Maintaining Cost Leadership. We continue to strive to improve our margins by optimizing our cost
structure. For example, we have focused on reallocating resources and better aligning our cost structure to
support our investments in market penetration initiatives, higher growth areas, and opportunities for
margin improvement. We have also initiated various restructuring programs over the past few years in
response to weak market conditions. As previously mentioned, shifting production to China has also been
an important component of our cost savings initiatives. We have also implemented global procurement
and supply chain management programs over the last several years aimed at lowering supply costs. Our
cost leadership initiatives are also focused on continuously improving our invested capital efficiency, such
as reducing our working capital levels and ensuring appropriate returns on our expenditures.
Pursuing Strategic Acquisitions. We seek to pursue acquisitions that may leverage our global sales
and service network, respected brand, extensive distribution channels, and technological leadership. We
have identified life sciences, product inspection, and process analytics as three key areas for acquisitions.
We also continue to pursue “bolt-on” acquisitions.
Results of Operations — Consolidated
Net sales
Net sales were $2,486.0 million for the year ended December 31, 2014, compared to $2,379.0
million in 2013 and $2,341.5 million in 2012. This represents increases of 4% in 2014 and 2% in 2013 in
U.S. dollars and 5% and 1% in local currencies, respectively.
In 2014, our net sales by geographic destination increased in U.S. dollars by 5% in both the Americas
and Europe and 3% in Asia/Rest of World. In local currencies, our net sales by geographic destination
increased in 2014 by 6% in the Americas, 5% in Europe, and 4% in Asia/Rest of World. A discussion of
sales by operating segment is included below. Net sales in local currencies for Asia/Rest of World for the
year ended December 31, 2014 were reduced by approximately 1%, due to the exit of certain industrial-
related businesses in China. As previously mentioned, global market conditions remain uncertain and
accordingly, we are cautious regarding our sales growth outlook.
As described in Note 16 to our audited consolidated financial statements, our net sales comprise
product sales of precision instruments and related services. Service revenues are primarily derived from
repair and other services, including regulatory compliance qualification, calibration, certification,
preventative maintenance, and spare parts.
Net sales of products increased 4% in both U.S. dollars and local currencies during 2014 and
increased by 1% in U.S. dollars and were flat in local currencies in 2013. Service revenue (including spare
parts) increased by 7% in U.S. dollars and 8% in local currencies in 2014, and 6% and 5% in U.S. dollars
and local currencies, respectively, in 2013.
Net sales of our laboratory-related products, which represented approximately 47% of our total net
sales in 2014, increased by 6% in both U.S. dollars and local currencies during 2014. The increase in net
sales of our laboratory-related products is principally driven by increased volume and favorable price
realization in most categories.
Net sales of our industrial-related products, which represented approximately 44% of our total net
sales in 2014, increased 4% in both U.S. dollars and local currencies during 2014. The increase in net
sales of our industrial-related products includes increased volume and favorable price realization in most
product categories, particularly in product inspection. Net sales in 2014 were offset in part by the exit of
certain industrial-related businesses in China, which decreased industrial-related sales in local currency by
1%. Overall Chinese market conditions for our industrial-related products remain weak. Growth in China
can be expected to be volatile and the timing of recovery is uncertain.
30
Net sales of our food retailing products, which represented approximately 9% of our total net sales in
2014, increased by 2% in both U.S. dollars and local currencies during 2014. The increase in net sales in
local currencies of our food retailing products during 2014 is driven by increased project activity in
Europe, offset in part by reduced sales in the Americas due to the timing of project activity.
Gross profit
Gross profit as a percentage of net sales was 54.7% for 2014, compared to 53.9% for 2013 and
53.0% for 2012.
Gross profit as a percentage of net sales for products was 58.1% for 2014, compared to 57.3% for
2013 and 56.2% for 2012. Gross profit as a percentage of net sales for services (including spare parts) was
42.8% for 2014, compared to 41.7% for 2013 and 40.9% for 2012.
The increase in gross profit as a percentage of net sales for 2014 primarily includes favorable price
realization and reduced material costs.
Research and development and selling, general, and administrative expenses
Research and development expenses as a percentage of net sales were 5.0% for 2014, 4.9% for 2013,
and 4.8% for 2012. Research and development expenses in U.S. dollars increased by 6% in 2014 and 3%
in 2013, and in local currencies increased 5% in 2014 and 2% in 2013. The increase in our research and
development spending levels reflects the timing of research and development project activity.
Selling, general, and administrative expenses as a percentage of net sales increased to 29.3% for
2014, compared to 29.1% for 2013 and 29.2% for 2012. Selling, general, and administrative expenses
increased by 5% in 2014 in both U.S. dollars and local currencies and increased by 1% in both U.S.
dollars and local currencies in 2013. The increase includes higher cash incentive compensation and
increased investments in our field sales organization as compared to the prior year, partially offset by
lower employee benefit costs.
Amortization expense
Amortization expense was $29.2 million and $24.5 million for 2014 and 2013, respectively. The
increase in amortization expense is primarily related to recent investment in information technology,
including the Company's Blue Ocean program.
Restructuring charges
During the past few years, we initiated additional cost reduction measures in response to global
economic conditions. For the year ended December 31, 2014, we have incurred $5.9 million of
restructuring expenses which primarily comprise employee-related costs. See Note 13 to our audited
consolidated financial statements for a summary of restructuring activity during 2014.
Other charges (income), net
Other charges (income), net consisted of net charges of $2.2 million in 2014, compared to net
charges of $3.1 million and $1.1 million in 2013 and 2012, respectively. Other charges (income), net
consists primarily of (gains) losses from foreign currency transactions, interest income, and other items.
31
Interest expense and taxes
Interest expense was $24.5 million for 2014, compared to $22.7 million for 2013 and $22.8 million
for 2012.
Our annual effective tax rate was 24% for 2014, 2013, and 2012. Our consolidated income tax rate is
lower than the U.S. statutory rate primarily because of benefits from lower-taxed non-U.S. operations. The
most significant of these lower-taxed operations are in Switzerland and China.
Results of Operations — by Operating Segment
The following is a discussion of the financial results of our operating segments. We currently have
five reportable segments: U.S. Operations, Swiss Operations, Western European Operations, Chinese
Operations, and Other. A more detailed description of these segments is outlined in Note 16 to our audited
consolidated financial statements.
U.S. Operations (amounts in thousands)
2014
2013
2012
Increase
(Decrease) in %
2014 vs. 2013
Increase
(Decrease) in %
2013 vs. 2012
Net sales . . . . . . . . . . . . . . . . . . . $ 846,385
Net sales to external customers . $ 755,922
Segment profit . . . . . . . . . . . . . . $ 134,045
$ 801,853
$ 778,120
$ 718,671
$ 697,956
$ 137,837
$ 138,894
6%
5%
(3)%
3%
3%
(1)%
The increase in total net sales and net sales to external customers in 2014 reflects strong growth in
most of our product categories, particularly laboratory-related products, due to increased sales volume and
favorable price realization, offset in part by reduced net sales in food retailing due to the timing of project
activity.
Segment profit decreased by $3.8 million in our U.S. Operations segment during 2014, compared to
a decrease of $1.1 million during 2013. The decrease in segment profit primarily related to a reduction in
inter-segment royalty income, increased sales and service investments, and higher cash incentive expense,
offset in part by increased net sales.
Swiss Operations (amounts in thousands)
2014
2013
2012
Increase
(Decrease) in %(1)
2014 vs. 2013
Net sales . . . . . . . . . . . . . . . . . . . $ 598,402
Net sales to external customers . $ 137,231
Segment profit . . . . . . . . . . . . . . $ 170,764
$ 568,144
$ 530,847
$ 132,240
$ 124,362
$ 147,990
$ 127,011
5%
4%
15%
_______________________________________
(1) Represents U.S. dollar growth for net sales and segment profit.
Increase
(Decrease) in %(1)
2013 vs. 2012
7%
6%
17%
Total net sales in U.S. dollars increased by 5% in 2014 and 7% in 2013, and in local currencies
increased by 4% in 2014 and 5% in 2013. Net sales to external customers in U.S. dollars increased by 4%
in 2014 and 6% in 2013, and in local currencies increased by 3% in 2014 and 5% in 2013. The increase in
local currency net sales to external customers includes particularly strong volume growth in analytical
instruments and core-industrial products.
32
Segment profit increased by $22.8 million in our Swiss Operations segment during 2014, compared
to an increase of $21.0 million during 2013. Segment profit includes the impact of increased inter-segment
royalty income and net sales, partially offset by unfavorable currency and increased cash incentive
compensation.
Western European Operations (amounts in thousands)
2014
2013
2012
Increase
(Decrease) in %(1)
2014 vs. 2013
Net sales . . . . . . . . . . . . . . . . . . . $ 837,667
Net sales to external customers. . $ 713,318
Segment profit . . . . . . . . . . . . . . $ 120,659
$ 786,327
$ 746,313
$ 674,278
$ 644,361
$ 111,951
$
95,523
7%
6%
8%
_______________________________________
(1) Represents U.S. dollar growth for net sales and segment profit.
Increase
(Decrease) in %(1)
2013 vs. 2012
5%
5%
17%
Total net sales in U.S. dollars increased by 7% in 2014 and 5% in 2013, and in local currencies
increased by 6% in 2014 and 3% in 2013. Net sales to external customers in U.S. dollars increased by 6%
in 2014 and 5% in 2013, and in local currencies increased by 6% in 2014 and 2% in 2013. The increase in
total net sales and net sales to external customers includes volume increases and favorable price
realization across most product categories.
Segment profit increased by $8.7 million in our Western European Operations segment during 2014,
compared to an increase of $16.4 million in 2013. Segment profit benefited from increased net sales,
offset in part by increased sales and service investments, higher cash incentive expense, and unfavorable
currency.
Chinese Operations (amounts in thousands)
2014
2013
2012
Increase
(Decrease) in %(1)
2014 vs. 2013
Net sales . . . . . . . . . . . . . . . . . . . $ 571,164
Net sales to external customers. . $ 415,474
Segment profit . . . . . . . . . . . . . . $ 132,521
$ 556,215
$ 555,924
$ 407,131
$ 432,255
$ 122,214
$ 125,217
3%
2%
8%
_______________________________________
(1) Represents U.S. dollar growth for net sales and segment profit.
Increase
(Decrease) in %(1)
2013 vs. 2012
—%
(6)%
(2)%
Total net sales in U.S. dollars increased 3% in 2014 and were flat in 2013, and in local currencies
increased by 2% in 2014 and decreased by 2% in 2013. Net sales to external customers in U.S. dollars
increased by 2% and decreased by 6% in 2014 and 2013, respectively, and in local currencies increased by
1% in 2014 and decreased by 8% in 2013. The increase in net sales to external customers includes strong
growth in most laboratory-related products, offset in part by a decline in core-industrial products. The exit
of certain industrial-related businesses decreased local currency net sales to external customers by
approximately 2% in 2014. Overall Chinese market conditions for our industrial-related products remain
weak. Growth in China can be expected to be volatile and the timing of a recovery is uncertain.
Segment profit increased by $10.3 million in our Chinese Operations segment during 2014,
compared to a decrease of $3.0 million in 2013. The increase in segment profit includes increased net
sales, favorable business mix, and increased price realization, offset in part by investments in sales and
service.
33
Other (amounts in thousands)
2014
2013
2012
Increase
(Decrease) in % (1)
2014 vs. 2013
Net sales . . . . . . . . . . . . . . . . . . . $ 471,565
Net sales to external customers. . $ 464,038
52,461
Segment profit . . . . . . . . . . . . . . $
$ 452,960
$ 447,727
$ 446,652
$ 442,594
$
49,673
$
48,857
4%
4%
6%
_______________________________________
(1) Represents U.S. dollar growth for net sales and segment profit.
Increase
(Decrease) in % (1)
2013 vs. 2012
1%
1%
2%
Total net sales and net sales to external customers in U.S. dollars increased by 4% in 2014 and 1% in
2013, and in local currencies increased by 8% and 5% in 2014 and 2013, respectively. The increase in
total net sales and net sales to external customers reflects increased sales volume and favorable price
realization in most product categories, particularly product inspection and core-industrial products.
Segment profit increased by $2.8 million in our Other segment during 2014, compared to an increase
of $0.8 million during 2013. The increase in segment profit includes sales volume growth and favorable
price realization, partially offset by unfavorable currency and increased sales and marketing investments.
Liquidity and Capital Resources
Liquidity is our ability to generate sufficient cash flows from operating activities to meet our
obligations and commitments. In addition, liquidity includes the ability to obtain appropriate financing.
Currently, our financing requirements are primarily driven by working capital requirements, capital
expenditures, share repurchases, and acquisitions. As previously mentioned, global market conditions
remain uncertain, and our ability to generate cash flows could be reduced by a prolonged slowdown in
global market conditions.
Cash provided by operating activities totaled $418.9 million in 2014, compared to $345.9 million in
2013 and $327.7 million in 2012. The increase in 2014 is primarily due to a reduction in working capital,
particularly accounts receivable, offset in part by the timing of tax and higher cash incentive payments.
Capital expenditures are made primarily for investments in information systems and technology,
machinery, equipment, and the purchase and expansion of facilities. Our capital expenditures totaled
$89.4 million in 2014, $82.3 million in 2013, and $95.6 million in 2012.
Cash flows used in financing activities during 2014 included proceeds of $125 million from the
issuance of our 3.84% Senior Notes. As further described below, in accordance with our share repurchase
plan, we repurchased 1,617,499 shares and 1,321,577 shares in the amount of $414.0 million and $295.0
million during 2014 and 2013, respectively.
We continue to explore potential acquisitions. In connection with any acquisition, we may incur
additional indebtedness.
We plan to repatriate earnings from China, Switzerland, Germany, the United Kingdom, and certain
other countries in future years and expect the only additional cost associated with the repatriation of such
foreign earnings will be withholding taxes. All other undistributed earnings are considered to be
permanently reinvested. As of December 31, 2014, we had an immaterial amount of cash and cash
equivalents in foreign subsidiaries where undistributed earnings are considered permanently reinvested.
Accordingly, we believe the tax impact associated with repatriating our undistributed foreign earnings will
not have a material effect on our liquidity.
34
6.30% Senior Notes
In 2009, we issued and sold $100 million of 6.30% Senior Notes due June 25, 2015 in a private
placement. The 6.30% Senior Notes are senior unsecured obligations of the Company.
Interest on the 6.30% Senior Notes is payable semi-annually in June and December. We may at any
time prepay the 6.30% Senior Notes, in whole or in part (but in an amount not less than 10% of the
original aggregate principal amount), at a price equal to 100% of the principal amount thereof, plus
accrued and unpaid interest, plus a “make-whole” prepayment premium. In the event of a change in
control of the Company (as defined in the note purchase agreement), we may be required to offer to
prepay the 6.30% Senior Notes in whole at a price equal to 100% of the principal amount thereof, plus
accrued and unpaid interest.
The 6.30% Senior Notes contain customary affirmative and negative covenants including, among
others, limitations on the Company and its subsidiaries with respect to incurrence of liens and priority
indebtedness, disposition of assets, mergers, and transactions with affiliates. The note purchase agreement
also requires us to maintain a consolidated interest coverage ratio of not less than 3.5 to 1.0 and a
consolidated leverage ratio of not more than 3.5 to 1.0. The agreement contains customary events of
default with customary grace periods, as applicable. We were in compliance with these covenants at
December 31, 2014.
Issuance costs approximating $0.7 million will be amortized to interest expense over the six-year
term of the 6.30% Senior Notes.
3.67% Senior Notes
In 2012, we issued and sold $50 million of 3.67% Senior Notes due December 17, 2022 in a private
placement. The 3.67% Senior Notes are senior unsecured obligations of the Company. Interest is payable
semi-annually in June and December.
The 3.67% Senior Notes contain customary affirmative and negative covenants, change in control
and prepayment provisions, that are substantially similar to those contained in the previously issued debt
of the Company as described above. The 3.67% Senior Notes also contain customary events of default
with customary grace periods, as applicable. We were in compliance with these covenants at December
31, 2014.
Issuance costs approximating $0.4 million will be amortized to interest expense over the ten-year
term of the 3.67% Senior Notes.
4.10% Senior Notes
In 2013, we issued and sold $50 million of 4.10% Senior Notes due September 19, 2023 in a private
placement. The 4.10% Senior Notes are senior unsecured obligations of the Company. Interest on the
4.10% Senior Notes is payable semi-annually in March and September of each year, beginning in March
2014.
The 4.10% Senior Notes contain customary affirmative and negative covenants, change in control
and prepayment provisions, that are substantially similar to those contained in the previously issued debt
of the Company as described above. The 4.10% Senior Notes also contain customary events of default
with customary grace periods, as applicable. We were in compliance with these covenants at December
31, 2014.
35
Issuance costs approximating $0.4 million will be amortized to interest expense over the ten-year
term of the 4.10% Senior Notes.
3.84% Senior Notes and 4.24% Senior Notes
In the second quarter of 2014, the Company entered into an agreement to issue and sell $250 million
of ten-year Senior Notes in a private placement. The Company issued $125 million with a fixed interest
rate of 3.84% ("3.84% Senior Notes") in September 2014 and will issue $125 million with a fixed interest
rate of 4.24% ("4.24% Senior Notes") in June 2015. The Senior Notes are senior unsecured obligations of
the Company. Interest on the 3.84% Senior Notes is payable semi-annually in March and September each
year, beginning in March 2015. Interest on the 4.24% Senior Notes is payable semi-annually in June and
December of each year, beginning in December 2015.
The 3.84% Senior Notes and 4.24% Senior Notes contain customary affirmative and negative
covenants, change in control and prepayment provisions, that are substantially similar to those contained
in the previously issued debt of the Company as described above. The 3.84% Senior Notes and 4.24%
Senior Notes also contain customary events of default with customary grace periods, as applicable. The
Company was in compliance with these covenants at December 31, 2014.
Issuance costs approximating $0.9 million will be amortized to interest expense over the ten-year
term of the Senior Notes.
Credit Agreement
In 2013, we entered into an $800 million Amended Credit Agreement (the "Credit Agreement"),
which replaced our $880 million Amended and Restated Credit Agreement (the "Prior Credit
Agreement"). The Credit Agreement is provided by a group of financial institutions (similar to our Prior
Credit Agreement) and has a maturity date of November 26, 2018. It is a revolving credit facility and is
not subject to any scheduled principal payments prior to maturity. The obligations under the Credit
Agreement are unsecured.
Borrowings under the Credit Agreement bear interest at current market rates plus a margin based on
our consolidated leverage ratio, which was, as of December 31, 2014, set at LIBOR plus 75 basis points.
We must also pay facility fees that are tied to our leverage ratio. The Credit Agreement contains covenants
that are substantially similar to those contained in our previously issued debt as described above, with
which we were in compliance as of December 31, 2014. The Credit Agreement also places certain
limitations on us, including limiting our ability to incur liens or indebtedness at a subsidiary level. In
addition, the Credit Agreement has several events of default. We incurred approximately $0.4 million of
debt extinguishment costs during 2013 related to the Prior Credit Agreement. We capitalized $1.1 million
in financing fees during 2013 associated with the Credit Agreement which will be amortized to interest
expense through 2018. As of December 31, 2014, approximately $684.8 million was available under the
facility.
36
Our short-term borrowings and long-term debt consisted of the following at December 31, 2014:
U.S. Dollar
$100 million Senior Notes, interest at 6.30%, due June 25, 2015. . . . . . . . . . $ 100,000
$50 million Senior Notes, interest at 3.67%, due December 17, 2022 . . . . . .
50,000
$50 million Senior Notes, interest at 4.10%, due September 19, 2023. . . . . .
$125 million Senior Notes, interest at 3.84%, due September 19, 2024. . . . .
$800 million Credit Agreement, interest at LIBOR plus 75 basis points . . . .
Other local arrangements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
431,238
Total debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(100,377)
Less: current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 330,861
125,000
105,861
50,000
377
Other Principal
Trading Currencies
Total
— $ 100,000
—
—
—
4,929
15,787
50,000
50,000
125,000
110,790
16,164
20,716
(15,787)
4,929
451,954
(116,164)
$ 335,790
$
$
Changes in exchange rates between the currencies in which we generate cash flow and the currencies
in which our borrowings are denominated affect our liquidity. In addition, because we borrow in a variety
of currencies, our debt balances fluctuate due to changes in exchange rates. Further, we do not have any
downgrade triggers relating to ratings from rating agencies that would accelerate the maturity dates of our
debt.
We currently believe that cash flows from operating activities, together with liquidity available under
our Credit Agreement and local working capital facilities, will be sufficient to fund currently anticipated
working capital needs and capital spending requirements for at least the foreseeable future.
Contractual Obligations
The following summarizes certain of our contractual obligations at December 31, 2014 and the effect
such obligations are expected to have on our liquidity and cash flows in future periods. We do not have
significant outstanding letters of credit or other financial commitments.
Total
Less than 1 Year
1-3 Years
3-5 Years
After 5 Years
Payments Due by Period
Short and long-term debt . . . . . . . . . . . . . . . . . . . . $ 576,954
Interest on debt . . . . . . . . . . . . . . . . . . . . . . . . . . . .
143,797
Non-cancelable operating leases. . . . . . . . . . . . . . .
Pension and post-retirement funding(1) . . . . . . . . . . .
77,013
Purchase obligations . . . . . . . . . . . . . . . . . . . . . . . .
Total(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 921,592
_______________________________________
103,536
20,292
$
116,164
$
— $ 110,790
$
350,000
18,240
30,745
20,292
75,579
31,281
40,360
—
1,434
29,404
18,836
—
—
64,872
13,595
—
—
$
261,020
$
73,075
$ 159,030
$
428,467
(1) In addition to the above table, we also have liabilities for pension and post-retirement funding and income taxes. However,
we cannot determine the timing or the amounts for periods beyond 2014 income taxes and beyond 2015 for pension and
post-retirement funding.
We have purchase commitments for materials, supplies, services, and fixed assets in the normal
course of business. Due to the proprietary nature of many of our materials and processes, certain supply
contracts contain penalty provisions. We do not expect potential payments under these provisions to
materially affect results of operations or financial condition. This conclusion is based upon reasonably
likely outcomes derived by reference to historical experience and current business plans.
37
Share Repurchase Program
We have a $3 billion share repurchase program, of which there was $478.4 million remaining to be
repurchased under the program as of December 31, 2014. The share repurchases are expected to be funded
from existing cash balances, borrowings, and cash generated from operating activities. Repurchases will
be made through open market transactions, and the amount and timing of repurchases will depend on
business and market conditions, stock price, trading restrictions, the level of acquisition activity, and other
factors.
We have purchased 23.1 million shares since the inception of the program in 2004 through
December 31, 2014. During the years ended December 31, 2014 and 2013, we spent $414.0 million and
$295.0 million on the repurchase of 1,617,499 shares and 1,321,577 shares at an average price per share
of $255.93 and $223.18, respectively. We reissued 373,431 and 398,646 shares held in treasury for the
exercise of stock options and restricted stock units during 2014 and 2013, respectively.
Off-Balance Sheet Arrangements
Currently, we have no off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on our financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures, or capital resources that is material.
Effect of Currency on Results of Operations
Currency fluctuations affect our operating profits.
Our earnings are affected by changing exchange rates. We are most sensitive to changes in the
exchange rates between the Swiss franc, euro, and U.S. dollar. We have more Swiss franc expenses than
we do Swiss franc sales because we develop and manufacture products in Switzerland that we sell
globally, and have a number of corporate functions located in Switzerland. When the Swiss franc
strengthens against our other trading currencies, particularly the U.S. dollar and euro, our earnings go
down. We also have significantly more sales in the euro than we do expenses. When the euro weakens
against the U.S. dollar and Swiss franc, our earnings also go down.
In January 2015, we entered into foreign currency forward contracts that reduce our exposure from the
Swiss franc strengthening against the euro through 2016. The notional amount and average forward rate of
our foreign currency forward contracts is Euro 86 million and 1.21 for contracts that mature in 2015, and
Euro 67 million and 1.19 for contracts that mature in 2016, respectively. In September 2011, the Swiss
National Bank established an exchange rate floor of 1.20 Swiss francs per euro which was abandoned in
January 2015 after we entered into the previously mentioned foreign currency forward contracts. The
Swiss National Bank's abandonment of the euro exchange rate floor resulted in an immediate
strengthening of the Swiss franc against the euro and U.S. dollar. Absent these forward currency forward
contracts, we estimate a 1% strengthening of the Swiss franc against the euro would reduce our earnings
before tax by approximately $1.1 million to $1.3 million annually. We also estimate a 1% strengthening of
the Swiss franc against the U.S. dollar would reduce our earnings before tax by approximately $0.5
million to $0.7 million annually in addition to the previously mentioned strengthening of the Swiss franc
against the euro impact.
We also conduct business in many geographies throughout the world, including Asia Pacific, the United
Kingdom, Eastern Europe, Latin America, and Canada. Fluctuations in these currency exchange rates
against the U.S. dollar can also affect our operating results. The most significant of these currency
exposures is the Chinese Renminbi. The impact on our earnings before tax of the Chinese Renminbi
weakening 1% against the U.S. dollar is a reduction of approximately $0.7 million to $0.9 million
annually.
38
In addition to the effects of exchange rate movements on operating profits, our debt levels can fluctuate
due to changes in exchange rates, particularly between the U.S. dollar and the Swiss franc. Based on our
outstanding debt at December 31, 2014, we estimate that a 10% weakening of the U.S. dollar against the
currencies in which our debt is denominated would result in an increase of approximately $2.3 million in
the reported U.S. dollar value of our debt.
Taxes
We are subject to taxation in many jurisdictions throughout the world. Our effective tax rate and tax
liability will be affected by a number of factors, such as the amount of taxable income in particular
jurisdictions, the tax rates in such jurisdictions, tax treaties between jurisdictions, the extent to which we
transfer funds between jurisdictions, earnings repatriations between jurisdictions, and changes in law.
Generally, the tax liability for each taxpayer within the group is determined either (i) on a non-
consolidated/non-combined basis or (ii) on a consolidated/combined basis only with other eligible entities
subject to tax in the same jurisdiction, in either case without regard to the taxable losses of non-
consolidated/non-combined affiliated legal entities.
Environmental Matters
We are subject to environmental laws and regulations in the jurisdictions in which we operate. We
own or lease a number of properties and manufacturing facilities around the world. Like many of our
competitors, we have incurred, and will continue to incur, capital and operating expenditures and other
costs in complying with such laws and regulations.
We are currently involved in, or have potential liability with respect to, the remediation of past
contamination in certain of our facilities. A former subsidiary of Mettler-Toledo, LLC known as Hi-Speed
Checkweigher Co., Inc. was one of two private parties ordered by the New Jersey Department of
Environmental Protection, in an administrative consent order signed on June 13, 1988, to investigate and
remediate certain ground water contamination at a property in Landing, New Jersey. After the other party
under this order failed to fulfill its obligations, Hi-Speed became solely responsible for compliance with
the order. Residual ground water contamination at this site is now within a Classification Exception Area
which the Department of Environmental Protection has approved and within which the company oversees
monitoring of the decay of contaminants of concern. A concurrent Well Restriction Area also exists for the
site. The Department of Environmental Protection does not view these vehicles as remedial measures, but
rather as “institutional controls” that must be adequately maintained and periodically evaluated. We
estimate that the costs of compliance associated with the site over the next several years will approximate
$0.4 million.
In addition, certain of our present and former facilities have or had been in operation for many
decades and, over such time, some of these facilities may have used substances or generated and disposed
of wastes which are or may be considered hazardous. It is possible that these sites, as well as disposal sites
owned by third parties to which we have sent wastes, may in the future be identified and become the
subject of remediation. Although we believe that we are in substantial compliance with applicable
environmental requirements and, to date, we have not incurred material expenditures in connection with
environmental matters, it is possible that we could become subject to additional environmental liabilities
in the future that could have a material adverse effect on our financial condition, results of operations or
cash flows.
39
Inflation
Inflation can affect the costs of goods and services that we use, including raw materials to
manufacture our products. The competitive environment in which we operate limits somewhat our ability
to recover higher costs through increased selling prices.
Moreover, there may be differences in inflation rates between countries in which we incur the major
portion of our costs and other countries in which we sell products, which may limit our ability to recover
increased costs. We remain committed to operations in China and Eastern Europe, which have
experienced inflationary conditions. To date, inflationary conditions have not had a material effect on our
operating results. However, as our presence in China and Eastern Europe increases, these inflationary
conditions could have a greater impact on our operating results.
Quantitative and Qualitative Disclosures about Market Risk
We have only limited involvement with derivative financial instruments and do not use them for
trading purposes.
We have entered into foreign currency forward contracts to economically hedge short-term
intercompany balances with our international businesses on a monthly basis and to hedge certain
forecasted intercompany sales. Such contracts limit our exposure to both favorable and unfavorable
currency fluctuations. The net fair value of these contracts was a $0.2 million net loss at December 31,
2014. A sensitivity analysis to changes on these foreign currency-denominated contracts indicates that if
the primary currency (primarily U.S. dollar, Swiss franc, and the euro) declined by 10%, the fair value of
these instruments would increase by $6.2 million at December 31, 2014. Any resulting changes in fair
value would be offset by changes in the underlying hedged balance sheet position. The sensitivity analysis
assumes a parallel shift in foreign currency exchange rates. The assumption that exchange rates change in
parallel fashion may overstate the impact of changing exchange rates on assets and liabilities denominated
in a foreign currency. We also have other currency risks as described under “Effect of Currency on Results
of Operations.”
We have entered into certain interest rate swap agreements. These contracts are more fully described
in Note 5 to our audited consolidated financial statements. The fair value of these contracts was a net loss
of $3.8 million at December 31, 2014. Based on our agreements outstanding at December 31, 2014, a 100-
basis-point increase in interest rates would result in an increase in the net aggregate market value of these
instruments of $3.2 million. Conversely, a 100-basis-point decrease in interest rates would result in a $3.4
million decrease in the net aggregate market value of these instruments at December 31, 2014. Any
change in fair value would not affect our consolidated statement of operations unless such agreements and
the debt they hedge were prematurely settled.
Critical Accounting Policies
Management’s discussion and analysis of our financial condition and results of operations is based
upon our audited consolidated financial statements, which have been prepared in accordance with
U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related
disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including
those related to pensions and other post-retirement benefits, trade accounts receivable, inventories,
intangible assets, income taxes, and revenue. We base our estimates on historical experience and on
various other assumptions that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and liabilities that are not readily
40
apparent from other sources. Actual results may differ from these estimates under different assumptions or
conditions.
We believe the following critical accounting policies affect our more significant judgments and
estimates used in the preparation of our audited consolidated financial statements. For a detailed
discussion on the application of these and other accounting policies, see Note 2 to our audited
consolidated financial statements.
Employee benefit plans
The net periodic pension cost for 2014 and projected benefit obligation as of December 31, 2014
were $3.5 million and $164.4 million, respectively, for our U.S. pension plan. The net periodic benefit for
2014 and projected benefit obligation as of December 31, 2014 were $0.4 million and $863.6 million,
respectively, for our international pension plans. The net periodic post-retirement benefit for 2014 and
expected post-retirement benefit obligation as of December 31, 2014 for our U.S. post-retirement medical
benefit plan were $1.8 million and $3.8 million, respectively.
Pension and post-retirement benefit plan expense and obligations are developed from assumptions
utilized in actuarial valuations. The most significant of these assumptions include the discount rate and
expected return on plan assets. In accordance with U.S. GAAP, actual results that differ from the
assumptions are accumulated and deferred over future periods. While management believes the
assumptions used are appropriate, differences in actual experience or changes in assumptions may affect
our plan obligations and future expense.
The expected rates of return on the various defined benefit pension plans’ assets are based on the
asset allocation of each plan and the long-term projected return of those assets, which represent a
diversified mix of U.S. and international corporate equities and government and corporate debt securities.
In 2002, we froze our U.S. defined benefit pension plan and discontinued our retiree medical program for
certain current and all future employees. Consequently, no significant future service costs will be incurred
on these plans. For 2014, the weighted average return on assets assumption was 7.5% for the U.S. plan
and 4.8% for the international plans. A change in the rate of return of 1% would impact annual benefit
plan expense by approximately $6.7 million after tax.
The discount rates for defined benefit and post-retirement plans are set by benchmarking against
high-quality corporate bonds. For 2014, the average discount rate assumption was 4.0% for the U.S. plan
and 1.7% for the international plans, representing a weighted average of local rates in countries where
such plans exist. A change in the discount rate of 1% would impact annual benefit plan expense by
approximately $10.6 million after tax.
We made voluntary incremental funding payments of $18.0 million and $17.6 million in 2014 and
2013, respectively, to increase the funded status of our pension plans. In the future, we may make
additional mandatory or discretionary contributions to our plans.
Equity-based compensation
We also have an equity incentive plan that provides for the grant of stock options, restricted stock,
restricted stock units, and other equity-based awards which are accounted for and recognized in the
consolidated statement of operations based on the grant-date fair value of the award. This methodology
yields an estimate of fair value based in part on a number of management estimates, the most significant
of which include future volatility and estimated option lives. Changes in these assumptions could
significantly impact the estimated fair value of stock options.
41
Trade accounts receivable
As of December 31, 2014, trade accounts receivable were $435.6 million, net of a $16.0 million
allowance for doubtful accounts.
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The
allowance for doubtful accounts represents our best estimate of probable credit losses in our existing trade
accounts receivable. We determine the allowance based upon a review of both specific accounts for
collection and the age of the accounts receivable portfolio.
Inventories
As of December 31, 2014, inventories were $204.5 million.
We record our inventory at the lower of cost or net realizable value. Cost, which includes direct
materials, labor and overhead, is generally determined using the first in, first out (FIFO) method. The
estimated net realizable value is based on assumptions for future demand and related pricing. Adjustments
to the cost basis of our inventory are made for excess and obsolete items based on usage, orders and
technological obsolescence. If actual market conditions are less favorable than those projected by
management, reductions in the value of inventory may be required.
Goodwill and other intangible assets
As of December 31, 2014, our consolidated balance sheet included goodwill of $444.1 million and
other intangible assets of $112.8 million.
Our business acquisitions typically result in goodwill and other intangible assets, which affect the
amount of future period amortization expense and possible impairment expense. The determination of the
value of such intangible assets requires management to make estimates and assumptions that affect our
consolidated financial statements.
In accordance with U.S. GAAP, our goodwill and indefinite-lived intangible assets are not amortized,
but are evaluated for impairment annually in the fourth quarter, or more frequently if events or changes in
circumstances indicate that an asset might be impaired. The annual evaluation for goodwill and indefinite-
lived intangible assets are generally based on an assessment of qualitative and quantitative factors to
determine whether it is more likely than not that the fair value of the asset is less than its carrying amount.
Both the qualitative and quantitative evaluations consider operating results, business plans, economic
conditions, and market data, among other factors. There are inherent uncertainties related to these factors
and our judgment in applying them to the impairment analyses. Our assessments to date have indicated
that there has been no impairment of these assets and the estimated fair values of goodwill and indefinite-
lived intangible assets significantly exceeds the carrying values.
Should any of these estimates or assumptions change, or should we incur lower than expected
operating performance or cash flows, including from a prolonged economic slowdown, we may
experience a triggering event that requires a new fair value assessment for our reporting units, possibly
prior to the required annual assessment. These types of events and resulting analysis could result in
impairment charges for goodwill and other indefinite-lived intangible assets if the fair value estimate
declines below the carrying value.
Our amortization expense related to intangible assets with finite lives may materially change should
our estimates of their useful lives change.
42
Income taxes
Income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits
reflect management’s assessment of estimated future taxes to be paid on items in the consolidated
financial statements. We record a valuation allowance to reduce our deferred tax assets to the amount that
is more likely than not to be realized. While we have considered future taxable income and ongoing
prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event
we were to determine that we would be able to realize our deferred tax assets in the future in excess of the
net recorded amount, an adjustment to the deferred tax asset would increase income or equity in the period
such determination was made. Likewise, should we determine that we would not be able to realize all or
part of the net deferred tax asset in the future, an adjustment to the deferred tax asset would be charged to
income in the period such determination was made.
We plan to repatriate earnings from China, Switzerland, Germany, the United Kingdom, and certain
other countries in future years and expect the only additional cost associated with the repatriation of such
earnings outside the United States will be withholding taxes. All other undistributed earnings are
considered permanently reinvested.
The significant assumptions and estimates described in the preceding paragraphs are important
contributors to our ultimate effective tax rate for each year in addition to our income mix from
geographical regions. If any of our assumptions or estimates were to change, or should our income mix
from our geographical regions change, our effective tax rate could be materially affected. Based on
earnings before taxes of $445.0 million for the year ended December 31, 2014, each increase of $4.5
million in tax expense would increase our effective tax rate by 1%.
Revenue recognition
Revenue is recognized when title to a product has transferred and any significant customer
obligations have been fulfilled. Standard shipping terms are generally FOB shipping point in most
countries and, accordingly, title and risk of loss transfers upon shipment. In countries where title cannot
legally transfer before delivery, the Company defers revenue recognition until delivery has occurred. The
Company generally maintains the right to accept or reject a product return in its terms and conditions and
also maintains appropriate accruals for outstanding credits. Shipping and handling costs charged to
customers are included in total net sales and the associated expense is recorded in cost of sales for all
periods presented. Other than a few small software applications, the Company does not sell software
products without the related hardware instrument as the software is embedded in the instrument. The
Company’s products typically require no significant production, modification or customization of the
hardware or software that is essential to the functionality of the products. To the extent the Company’s
solutions have a post-shipment obligation, such as customer acceptance, revenue is deferred until the
obligation has been completed. The Company defers product revenue where installation is required, unless
such installation is deemed perfunctory. The Company also sometimes enters into certain arrangements
that require the separate delivery of multiple goods and/or services. These deliverables are accounted for
separately if the deliverables have stand-alone value and the performance of undelivered items is probable
and within the Company's control. The allocation of revenue between the separate deliverables is typically
based on the relative selling price at the time of the sale in accordance with a number of factors including
service technician billing rates, time to install, and geographic location.
Further, certain products are also sold through indirect distribution channels whereby the distributor
assumes any further obligations to the customer upon title transfer. Revenue is recognized on these
products upon transfer of title and risk of loss to distributors. Distributor discounts are offset against
revenue at the time such revenue is recognized.
43
Service revenue not under contract is recognized upon the completion of the service performed.
Spare parts sold on a stand-alone basis are recognized upon title and risk of loss transfer which is
generally at the time of shipment. Revenues from service contracts are recognized ratably over the
contract period. These contracts represent an obligation to perform repair and other services including
regulatory compliance qualification, calibration, certification, and preventative maintenance on a
customer’s pre-defined equipment over the contract period. Service contracts are separately priced and
payment is typically received from the customer at the beginning of the contract period.
New Accounting Pronouncements
See Note 2 to the audited consolidated financial statements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Discussion of this item is included in Management’s Discussion and Analysis of Financial Condition
and Results of Operations.
44
Item 8. Financial Statements and Supplementary Data
The financial statements required by this item are set forth starting on page F-1 and the related
financial schedule is set forth on page S-1.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
None.
Item 9A. Controls and Procedures
Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures and
Changes in Internal Control over Financial Reporting
Under the supervision and with the participation of our management, including the Chief Executive
Officer, Principal Financial Officer, and Principal Accounting Officer, we have evaluated the effectiveness
of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the
period covered by this report. Based upon that evaluation, the Chief Executive Officer, Principal Financial
Officer, and Principal Accounting Officer have concluded that these disclosure controls and procedures
are effective.
There were no changes in our internal control over financial reporting during the quarter ended
December 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over
financial reporting. Our internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s
financial statements for external reporting purposes in accordance with accounting principles generally
accepted in the United States of America.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements.
Management assessed the effectiveness of the Company’s internal control over financial reporting as
of December 31, 2014. In making this assessment, we used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated
Framework (2013). Based on our assessment, we concluded that, as of December 31, 2014, the
Company’s internal control over financial reporting is effective.
PricewaterhouseCoopers LLP, an independent registered public accounting firm that audited the
financial statements included in this Report on Form 10-K, has issued an attestation in their report on our
internal control over financial reporting which appears on page F-2.
Item 9B. Other Information
None.
45
PART III
Item 10. Directors, Executive Officers, and Corporate Governance
The executive officers of the Company are set forth below. Officers are appointed by the Board of
Directors and serve at the discretion of the Board.
Name
Olivier A. Filliol . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Age
48
William P. Donnelly . . . . . . . . . . . . . . . . . . . . . . . . . .
Thomas Caratsch . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Christian Magloth . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Michael Heidingsfelder . . . . . . . . . . . . . . . . . . . . . . . .
Simon Kirk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marc de La Guéronnière . . . . . . . . . . . . . . . . . . . . . . .
Waldemar Rauch . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
56
49
54
55
51
52
President and Chief Executive Officer
Position
Executive Vice President
Head of Laboratory
Head of Human Resources
Head of Industrial
Head of Product Inspection
Head of European and North American Market Organizations
Head of Process Analytics
Olivier A. Filliol has been a director since January 2009. He has been President and Chief Executive
Officer of the Company since January 1, 2008. Mr. Filliol served as Head of Global Sales, Service, and
Marketing of the Company from April 2004 to December 2007, and Head of Process Analytics of the
Company from June 1999 to December 2007. From June 1998 to June 1999, he served as General
Manager of the Company’s U.S. checkweighing operations. Prior to joining the Company, he was a
Strategy Consultant with the international consulting firm Bain & Company, working in the Geneva,
Paris, and Sydney offices.
William P. Donnelly joined the Company in 1997 and has been Executive Vice President since
January 2014. He previously served as Chief Financial Officer of the Company since 1997, except for a
two-year period when he ran the Company’s Product Inspection and Pipette businesses. Mr. Donnelly is
responsible for Investor Relations, Finance, Supply Chain Management, Information Technology, and the
Company’s Blue Ocean Program.
Thomas Caratsch has been Head of Laboratory of the Company since January 2008. From October
2007 to December 2007, he served as the Head of Business Development. Prior to joining the Company in
October 2007, he held various management positions with Hoffmann La Roche from 1987 to March 2007,
including General Manager of Roche Instrument Center AG / Tegimenta AG and Head of Disetronic
Medical Systems AG from January 2003 to August 2006.
Christian Magloth joined the Company in October 2010 and has been Head of Human Resources
since December 2010. Prior to joining the Company, he served as Head of Human Resources of
Straumann, a leading global medical devices company listed on the Swiss stock exchange, from April
2006 to September 2010. He previously served as Head of Human Resources at Hero Group, an
international consumer foods company, and in various management positions at Hilti, a leading global
construction supply company.
Michael Heidingsfelder joined the Company in April 2012 as Head of Industrial Division. Prior to
joining the Company, Mr. Heidingsfelder held various management positions within the Freudenberg
Group from 2004 to March 2012 in Europe, Asia, and the Americas, including Chief Operating Officer,
Americas, and General Manager, China. Previously, he was a Partner of Roland Berger Strategy
Consultants in the U.S. and Europe.
46
Simon Kirk joined the Company in January 2012 as Head of Product Inspection. Previously he
worked at Schindler where he served since 2008 as Chief Executive Officer of Jardine Schindler Group, a
joint venture responsible for all of Schindler's operations in Southeast Asia. From 2004 until 2008, he was
Vice President responsible for Eastern Europe at Schindler. He has also held various management
positions at Eaton Corporation, Owens Corning, Imperial Chemical Industries, and British Railways
Board.
Marc de La Guéronnière has been Head of European Market Organizations of the Company since
January 2008 and Head of North American Market Organizations since April 2014. He was Head of
Region South and General Manager of the Company’s market organization in Spain from January 2006 to
January 2008. He joined the Company in 2001 as the Industrial Business Area Manager for our market
organization in France. Prior to joining the Company, Mr. de La Guéronnière held various management
positions in Europe and the United States with ABB-Elsag Bailey and Danaher-Zellweger.
Waldemar Rauch joined the Company in September 2000 as Head of our Ingold business. He has
served as Operating Manager since March 2004, was named Head of Process Analytics Division in
January 2008, and joined the Group Management Committee in July 2011. Prior to joining the Company,
he worked in R&D at Siemens in Germany and held various technical management positions with
Atomika Instruments in Germany as well as with Endress + Hauser Flowtec, a leading Swiss supplier of
industrial measurement and automation equipment.
Certifications
Our Chief Executive Officer, Principal Financial Officer, and Principal Accounting Officer also
provide certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 in connection with our
quarterly and annual financial statement filings with the Securities and Exchange Commission. The
certifications relating to this annual report are attached as Exhibits 31.1, 31.2, and 31.3.
The remaining information called for by this item is incorporated by reference from the discussion in
the sections “Proposal One: Election of Directors,” “Board of Directors — General Information,” “Board
of Directors — Operation,” and “Additional Information — Section 16(a) Beneficial Ownership
Reporting Compliance” in the 2015 Proxy Statement.
Item 11. Executive Compensation
The information appearing in the sections captioned “Board of Directors — General Information
— Director Compensation,” “Compensation Discussion and Analysis,” “Compensation Committee
Report,” and “Additional Information — Compensation Committee Interlocks and Insider Participation”
in the 2015 Proxy Statement is incorporated by reference herein.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
The information appearing in the section “Share Ownership” in the 2015 Proxy Statement is
incorporated by reference herein. Information appearing in “Securities Authorized for Issuance under
Equity Compensation Plans as of December 31, 2014” is included within Note 10 to the financial
statements.
47
Item 13. Certain Relationships and Related Transactions and Director Independence
Certain Relationships and Related Transactions — None.
Director Independence — The information in the section “Board of Directors — General
Information — Independence of the Board” in the 2015 Proxy Statement is incorporated by reference
herein.
Item 14. Principal Accounting Fees and Services
Information appearing in the section “Audit Committee Report” in the 2015 Proxy Statement is
hereby incorporated by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Exhibits, Financial Statements, and Schedules:
1. Financial Statements. See Index to Consolidated Financial Statements included on page F-1.
2. Financial Statement Schedule. See Schedule II, which is included on page S-1.
3. List of Exhibits. See Exhibit Index included on page E-1.
48
Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: February 6, 2015
Mettler-Toledo International Inc.
(Registrant)
By:
/s/ Olivier A. Filliol
Olivier A. Filliol
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has
been signed below by the following persons on behalf of the registrant as of the date set out above and in the capacities
indicated.
Signature
Title
/s/ Olivier A. Filliol
Olivier A. Filliol
/s/ William P. Donnelly
William P. Donnelly
/s/ Shawn P. Vadala
Shawn P. Vadala
/s/ Olivier A. Filliol
Olivier A. Filliol
/s/ Wah-Hui Chu
Wah-Hui Chu
/s/ Francis A. Contino
Francis A. Contino
/s/ Michael A. Kelly
Michael A. Kelly
/s/ Martin Madaus
Martin Madaus
/s/ Hans Ulrich Maerki
Hans Ulrich Maerki
/s/ George M. Milne
George M. Milne
/s/ Thomas P. Salice
Thomas P. Salice
/s/ Robert F. Spoerry
Robert F. Spoerry
President and Chief Executive Officer
Executive Vice President
(Principal Financial Officer)
Chief Financial Officer
(Principal Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
Director
Director
49
EXHIBIT INDEX
Description
Amended and Restated Certificate of Incorporation of the Company(1)
Amended By-laws of the Company, effective as of July 23, 2009(2)
Exhibit
No.
3.1
3.2
10.1 Credit Agreement among Mettler-Toledo International Inc., certain of its subsidiaries, JPMorgan Chase Bank, N.A., J.P. Morgan
Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, and certain other financial institutions, dated as of
November 26, 2013(3)
10.11 Note Purchase Agreement dated as of June 25, 2009 by and among Mettler-Toledo International Inc. and Connecticut General Life
Insurance Company, The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New York,
Massachusetts Mutual Life Insurance Company, C.M. Life Insurance Company, MassMutual Asia Limited, American Investors
Life Insurance Company, Aviva Life and Annuity Company, Bankers Life and Casualty Company, Conseco Life Insurance
Company, Conseco Health Insurance Company and Colonial Penn Life Insurance Company(4)
10.12 Note Purchase Agreement dated as of October 10, 2012 by and among Mettler-Toledo International Inc., Massachusetts Mutual
Life Insurance Company, C.M. Life Insurance Company, MassMutual Asia Limited, The Lincoln National Life Insurance
Company, Lincoln Life & Annuity Company of New York and Aviva Life and Annuity Company Royal Neighbors of America.(5)
10.13 Note Purchase Supplement dated July 29, 2013 by and among Mettler-Toledo International Inc., Aviva Life and Annuity Company
and Teachers Insurance and Annuity Association of America to a Note Purchase Agreement dated October 10, 2012 by and among
Mettler-Toledo International Inc., Massachusetts Mutual Life Insurance Company, C.M. Life Insurance Company, MassMutual
Asia Limited, The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New York and Aviva Life and
Annuity Company Royal Neighbors of America(6)
10.14 Note Purchase Agreement dated as of June 27, 2014 by and among Mettler-Toledo International Inc., Babson Capital Management
LLC, Cigna Investments, Inc. and Teachers Insurance and Annuity Association of America. (7)
10.20 Mettler-Toledo International Inc. 2004 Equity Incentive Plan(8)
10.21 Mettler-Toledo International Inc. 2007 Share Plan, effective February 7, 2008(9)
10.22 Mettler-Toledo International Inc. 2013 Equity Incentive Plan(10)
10.31 Regulations of the POBS PLUS — Incentive Scheme for Senior Management of Mettler Toledo, effective as of November, 2006(11)
10.32 Regulations of the POBS PLUS — Incentive Scheme for Members of the Group Management of Mettler Toledo, effective as of
January, 2009(11)
10.50 Employment Agreement between Thomas Caratsch and Mettler-Toledo International Inc., dated as of December 4, 2007(9)
10.51 Employment Agreement between Marc de La Guéronnière and Mettler-Toledo International Inc., dated as of January 27, 2011(12)
10.52 Employment Agreement between William Donnelly and Mettler-Toledo GmbH, dated as of November 10, 1997(1)
10.53 Employment Agreement between Olivier Filliol and Mettler-Toledo International Inc., dated as of November 1, 2007(13)
10.54 Employment Agreement between Michael Heidingsfelder and Mettler-Toledo International Inc., dated as of November 30, 2011 (16)
10.55 Employment Agreement between Simon Kirk and Mettler-Toledo International Inc., dated as of November 28, 2011(16)
10.56 Employment Agreement between Christian Magloth and Mettler-Toledo International Inc., dated as of March 22, 2010(12)
10.57 Employment Agreement between Waldemar Rauch and Mettler-Toledo International Inc., dated as of June 10, 2011(15)
10.58 Employment Agreement between Robert Spoerry and Mettler-Toledo International Inc., dated as of November 1, 2007(13)
10.59 Form of Tax Equalization Agreement between Messrs. Caratsch, Filliol, Spoerry, and Kirk and Mettler-Toledo International Inc.,
dated October 10, 2007(9)
Subsidiaries of the Company
21
23.1* Consent of PricewaterhouseCoopers LLP
E-1
Exhibit
No.
31.1*
31.2*
31.3*
32*
Description
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of the Executive Vice President Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
_______________________________________
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
*
Incorporated by reference to the Company’s Report on Form 10-K dated March 13, 1998
Incorporated by reference to the Company’s Report on Form 8-K dated July 24, 2009
Incorporated by reference to the Company’s Report on Form 8-K dated November 26, 2013
Incorporated by reference to the Company’s Report on Form 8-K dated June 25, 2009
Incorporated by reference to the Company's Report on Form 8-K dated October 16, 2012
Incorporated by reference to the Company's Report on Form 8-K dated July 29, 2013
Incorporated by reference to the Company's Report on Form 8-K dated July 2, 2014
Incorporated by reference to the Company’s Form DEF 14-A filed March 29, 2004
Incorporated by reference to the Company’s Report on Form 10-K dated February 15, 2008
Incorporated by reference to the Company's Registration Statement on Form S-8 dated July 26, 2013 (Reg. No.
333-190181)
Incorporated by reference to the Company’s Report on Form 10-K dated February 13, 2009
Incorporated by reference to the Company's Report on Form 10-K dated February 16, 2010
Incorporated by reference to the Company’s Report on Form 8-K dated November 1, 2007
Incorporated by reference to the Company’s Report on Form 10-K dated March 4, 2002
Incorporated by reference to the Company's Report on Form 10-K dated February 13, 2012
Incorporated by reference to the Company's Report on Form 10-K dated February 8, 2013
Filed herewith
E-2
METTLER-TOLEDO INTERNATIONAL INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2
Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012 . . . . . . . . . . . . . . . . . . . . F-3
Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012. . . . . . . . . . F-4
Consolidated Balance Sheets as of December 31, 2014 and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-5
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2014, 2013 and 2012. . . . . . . . . . . . F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012 . . . . . . . . . . . . . . . . . . . F-7
Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-8
Page
F - 1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
of Mettler-Toledo International Inc.
In our opinion, the consolidated financial statements listed in the index appearing on page F-1 present fairly, in all
material respects, the financial position of Mettler-Toledo International Inc. at December 31, 2014 and December 31, 2013, and
the results of its operations and its cash flows for each of the three years in the period ended December 31, 2014 in conformity
with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial
statement schedule appearing on page S-1 presents fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal
Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for
maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.
Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the
Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and
whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial
statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial
statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our
opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Columbus, Ohio
February 6, 2015
F - 2
METTLER-TOLEDO INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31
(In thousands, except share data)
Net sales
Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales
Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general, and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other charges (income), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings before taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014
2013
2012
1,930,497
$
1,860,893
$
1,852,192
555,486
2,485,983
518,079
2,378,972
489,336
2,341,528
809,537
317,696
795,225
301,816
811,204
289,269
1,358,750
1,281,931
1,241,055
123,297
728,582
29,185
24,537
5,915
2,230
445,004
106,763
116,346
692,693
24,539
22,711
19,830
3,103
402,709
96,615
112,530
684,026
21,357
22,764
16,687
1,090
382,601
91,754
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
338,241
$
306,094
$
290,847
Basic earnings per common share:
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Weighted average number of common shares . . . . . . . . . . . . . . . . . . . . . . .
11.71
$
10.22
$
9.37
28,890,771
29,945,954
31,044,532
Diluted earnings per common share:
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Weighted average number of common and common equivalent shares. . . .
11.44
$
9.96
$
9.14
29,571,308
30,728,482
31,824,077
The accompanying notes are an integral part of these consolidated financial statements.
F - 3
METTLER-TOLEDO INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31
(In thousands, except share data)
2014
2013
2012
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 338,241
$ 306,094
$ 290,847
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized gains (losses) on cash flow hedging arrangements:
(82,875)
21,903
15,641
Unrealized gains (losses). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effective portion of (gains) losses included in net earnings . . . . . . . . . . . . . . . . . .
(768)
1,257
(491)
3,496
(1,748)
2,029
Defined benefit pension and post-retirement plans:
Net actuarial gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan amendments and prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(106,837)
1,607
Amortization of actuarial (gains) losses and plan amendments
and prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impact of foreign currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other comprehensive income (loss), net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,614
8,089
(177,913)
30,381
2,371
6,775
(2,010)
62,425
(46,792)
18,017
4,261
(1,931)
(10,523)
Comprehensive income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 160,328
$ 368,519
$ 280,324
The accompanying notes are an integral part of these consolidated financial statements.
F - 4
METTLER-TOLEDO INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
As of December 31
(In thousands, except share data)
ASSETS
2014
2013
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Trade accounts receivable, less allowances of $15,961 in 2014 and $14,856 in 2013 . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current deferred tax assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets and prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant, and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current deferred tax assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accrued and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued compensation and related items. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue and customer prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current deferred tax liabilities, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term borrowings and current maturities of long-term debt . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current deferred tax liabilities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commitments and contingencies (Note 15)
Shareholders’ equity:
$
$
$
85,263
435,648
204,531
62,341
61,647
849,430
511,462
444,085
112,784
30,273
61,076
2,009,110
145,896
120,530
136,107
82,219
59,297
18,677
116,164
678,890
335,790
56,727
218,108
1,289,515
111,874
466,703
210,414
57,934
67,062
913,987
514,438
455,842
114,418
24,121
130,013
2,152,819
145,993
116,831
123,493
83,083
61,502
16,219
17,067
564,188
395,960
64,449
193,170
1,217,767
Preferred stock, $0.01 par value per share; authorized 10,000,000 shares . . . . . . . . . . . . . . .
Common stock, $0.01 par value per share; authorized 125,000,000 shares; issued
44,786,011 and 44,786,011 shares, outstanding 28,243,007 and 29,487,075 shares at
December 31, 2014 and 2013, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Treasury stock at cost (16,543,004 and 15,298,936 shares at December 31, 2014 and 2013,
respectively) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities and shareholders’ equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
—
—
448
670,418
448
653,250
(2,095,656)
2,357,334
(212,949)
719,595
2,009,110
$
(1,721,030)
2,037,420
(35,036)
935,052
2,152,819
The accompanying notes are an integral part of these consolidated financial statements.
F - 5
METTLER-TOLEDO INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the years ended December 31
(In thousands, except share data)
Common Stock
Shares
Amount
Additional
Paid-In
Capital
Treasury
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
Balance at December 31, 2011 . . . . . . . . . . . . . . . . .
31,590,101
$
448
$ 616,202
$ (1,225,125) $ 1,476,550
$
(86,938) $ 781,137
Exercise of stock options and restricted stock units .
457,732
Repurchases of common stock . . . . . . . . . . . . . . . . .
(1,637,827)
Tax benefit resulting from exercise of certain
employee stock options . . . . . . . . . . . . . . . . . . . .
Share-based compensation . . . . . . . . . . . . . . . . . . . .
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss), net of tax . . . .
—
—
—
—
—
—
—
—
—
—
—
—
9,318
13,185
—
—
39,873
(17,946)
(278,672)
—
—
—
—
—
—
—
290,847
—
—
21,927
— (278,672)
—
—
9,318
13,185
— 290,847
(10,523)
(10,523)
Balance at December 31, 2012 . . . . . . . . . . . . . . . . .
30,410,006
$
448
$ 638,705
$ (1,463,924) $ 1,749,451
$
(97,461) $ 827,219
Exercise of stock options and restricted stock units .
398,646
Repurchases of common stock . . . . . . . . . . . . . . . . .
(1,321,577)
Tax benefit resulting from exercise of certain
employee stock options . . . . . . . . . . . . . . . . . . . .
Share-based compensation . . . . . . . . . . . . . . . . . . . .
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss), net of tax . . . .
—
—
—
—
—
—
—
—
—
—
—
—
1,906
12,639
—
—
37,870
(18,125)
(294,976)
—
—
—
—
—
—
—
306,094
—
—
19,745
— (294,976)
—
—
1,906
12,639
— 306,094
62,425
62,425
Balance at December 31, 2013 . . . . . . . . . . . . . . . . .
29,487,075
$
448
$ 653,250
$ (1,721,030) $ 2,037,420
$
(35,036) $ 935,052
Exercise of stock options and restricted stock units .
373,431
Repurchases of common stock . . . . . . . . . . . . . . . . .
(1,617,499)
Tax benefit resulting from exercise of certain
employee stock options . . . . . . . . . . . . . . . . . . . .
Share-based compensation . . . . . . . . . . . . . . . . . . . .
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss), net of tax . . . .
—
—
—
—
—
—
—
—
—
—
—
—
3,557
13,611
—
—
39,374
(18,327)
(414,000)
—
—
—
—
—
—
—
338,241
—
—
21,047
— (414,000)
—
—
3,557
13,611
— 338,241
(177,913)
(177,913)
Balance at December 31, 2014 . . . . . . . . . . . . . . . . .
28,243,007
$
448
$ 670,418
$ (2,095,656) $ 2,357,334
$
(212,949) $ 719,595
The accompanying notes are an integral part of these consolidated financial statements.
F - 6
METTLER-TOLEDO INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31
(In thousands)
Cash flows from operating activities:
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
338,241
$
306,094
$
290,847
2014
2013
2012
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefits from share-based payment arrangements . . . . . . . . . . . . . . .
Share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase (decrease) in cash resulting from changes in:
Trade accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accruals and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash flows from investing activities:
Proceeds from sale of property, plant, and equipment. . . . . . . . . . . . . . . . . . . . . . . .
Purchase of property, plant, and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash flows from financing activities:
Proceeds from borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchases of common stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefits from share-based payment arrangements. . . . . . . . . . . . . . . . . .
Acquisition contingent consideration paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other financing activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by (used in) financing activities . . . . . . . . . . . . . . . . . . . .
Effect of exchange rate changes on cash and cash equivalents . . . . . . . . . . . . . . . . . .
Net increase (decrease) in cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents:
33,617
29,185
13,033
(3,557)
13,611
211
7,492
(9,302)
4,392
6,298
1,868
(16,177)
418,912
728
(89,388)
(5,784)
(94,444)
628,832
(585,867)
21,047
(414,000)
3,557
(859)
(941)
123
(348,108)
(2,971)
(26,611)
34,765
24,539
8,816
(1,847)
12,639
498
(28,995)
(8,484)
1,606
295
(3,540)
(458)
345,928
211
(82,349)
(2,661)
(84,799)
556,059
(531,045)
19,745
(294,976)
1,847
—
(1,522)
(1,224)
33,421
21,357
5,420
(9,365)
13,185
1,455
(8,760)
46,831
3,583
(27,881)
7,482
(49,871)
327,704
426
(95,588)
(2,098)
(97,260)
445,425
(563,109)
21,927
(278,672)
9,365
(325)
(363)
(645)
(251,116)
(366,397)
159
10,172
2,054
(133,899)
235,601
101,702
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
111,874
101,702
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
85,263
$
111,874
$
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
23,219
95,143
$
$
16,998
83,200
$
$
19,252
78,009
The accompanying notes are an integral part of these consolidated financial statements.
F - 7
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data, unless otherwise stated)
1.
BUSINESS DESCRIPTION AND BASIS OF PRESENTATION
Mettler-Toledo International Inc. (“Mettler-Toledo” or the “Company”) is a leading global supplier
of precision instruments and services. The Company manufactures weighing instruments for use in
laboratory, industrial, packaging, logistics, and food retailing applications. The Company also
manufactures several related analytical instruments and provides automated chemistry solutions used in
drug and chemical compound discovery and development. In addition, the Company manufactures metal
detection and other end-of-line inspection systems used in production and packaging and provides
solutions for use in certain process analytics applications. The Company’s primary manufacturing
facilities are located in China, Switzerland, the United States, Germany, and the United Kingdom. The
Company’s principal executive offices are located in Columbus, Ohio and Greifensee, Switzerland.
The consolidated financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America (“U.S. GAAP”) and include all entities in which the
Company has control, which are its wholly-owned subsidiaries.
The preparation of financial statements in conformity with U.S. GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, as well as disclosure of
contingent assets and liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting periods. Actual results may differ from those estimates.
All intercompany transactions and balances have been eliminated.
Certain reclassifications have been made to prior year amounts to conform to the current year
presentation.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments with original maturity dates of three
months or less. The carrying value of these cash equivalents approximates fair value.
Trade Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The
allowance for doubtful accounts represents the Company’s best estimate of probable credit losses in its
existing trade accounts receivable. The Company determines the allowance based upon a review of both
specific accounts for collection and the age of the accounts receivable portfolio.
Inventories
Inventories are valued at the lower of cost or net realizable value. Cost, which includes direct
materials, labor, and overhead, is generally determined using the first in, first out (FIFO) method. The
estimated net realizable value is based on assumptions for future demand and related pricing. Adjustments
to the cost basis of the Company’s inventory are made for excess and obsolete items based on usage,
orders, and technological obsolescence. If actual market conditions are less favorable than those projected
by management, reductions in the value of inventory may be required.
F - 8
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
Long-Lived Assets
a) Property, Plant, and Equipment
Property, plant, and equipment are stated at cost less accumulated depreciation. Repair and
maintenance costs are charged to expense as incurred. The Company expenses all internal-use software
costs incurred in the preliminary project stage and capitalizes certain direct costs associated with the
development and purchase of internal-use software within property, plant, and equipment. Capitalized
costs are amortized on a straight-line basis over the estimated useful lives of the software, generally not
exceeding 10 years.
Depreciation and amortization are charged on a straight-line basis over the estimated useful lives of
the assets as follows:
Buildings and improvements. . . . . . . . . . . . . . . . . . . 15 to 50 years
Machinery and equipment. . . . . . . . . . . . . . . . . . . . . 3 to 12 years
Computer software . . . . . . . . . . . . . . . . . . . . . . . . . . 3 to 10 years
Leasehold improvements. . . . . . . . . . . . . . . . . . . . . . Shorter of useful life or lease term
b) Goodwill and Other Intangible Assets
Goodwill, representing the excess of purchase price over the net asset value of companies acquired,
and indefinite-lived intangible assets are not amortized, but are reviewed for impairment annually in the
fourth quarter, or more frequently if events or changes in circumstances indicate that an asset might be
impaired. The annual evaluation for goodwill and indefinite-lived intangible assets are generally based on
an assessment of qualitative and quantitative factors to determine whether it is more likely than not that
the fair value of the asset is less than its carrying amount.
Other intangible assets include indefinite-lived assets and assets subject to amortization. Where
applicable, amortization is charged on a straight-line basis over the expected period of benefit. The
straight-line method of amortization reflects an appropriate allocation of the cost of the intangible assets
to earnings in proportion to the amount of economic benefits obtained by the Company in each reporting
period. The Company assesses the initial acquisition of intangible assets in accordance with the provisions
of ASC 805 "Business Combinations" and the continued accounting for previously recognized intangible
assets and goodwill in accordance with the provisions of ASC 350 "Intangible - Goodwill and Other" and
ASC 360 "Property, Plant, and Equipment."
Accounting for Impairment of Long-Lived Assets
The Company assesses the need to record impairment losses on long-lived assets with finite lives
when events or changes in circumstances indicate that the carrying amount of assets may not be
recoverable. An impairment loss would be recognized when future estimated undiscounted cash flows
expected to result from use of the asset are less than the asset’s carrying value, with the loss measured as
the difference between carrying value and fair value.
Taxation
The Company files tax returns in each jurisdiction in which it operates. Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities, their respective tax bases, and operating loss
and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in the
F - 9
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
respective jurisdictions in which the Company operates. In assessing the ability to realize deferred tax
assets, management considers whether it is more likely than not that some portion or all of the deferred
tax assets will not be realized.
Deferred taxes are not provided on the unremitted earnings of subsidiaries outside of the United
States when it is expected that these earnings are permanently reinvested. Such earnings may become
taxable upon the sale or liquidation of these subsidiaries or upon the remittance of dividends. Deferred
taxes are provided when the Company no longer considers subsidiary earnings to be permanently
invested, such as in situations where the Company’s subsidiaries plan to make future dividend
distributions.
The Company recognizes accrued amounts of interest and penalties related to its uncertain tax
positions as part of income tax expense within its consolidated statement of operations.
Currency Translation and Transactions
The reporting currency for the consolidated financial statements of the Company is the U.S. dollar.
The functional currency for the Company’s operations is generally the applicable local currency.
Accordingly, the assets and liabilities of companies whose functional currency is other than the U.S. dollar
are included in the consolidated financial statements by translating the assets and liabilities into the
reporting currency at the exchange rates applicable at the end of the reporting period. The statements of
operations and cash flows of such non-U.S. dollar functional currency operations are translated at the
monthly average exchange rates during the year. Translation gains or losses are accumulated in other
comprehensive income (loss) in the consolidated statements of shareholders’ equity. Transaction gains and
losses are included as a component of net earnings.
Revenue Recognition
Revenue is recognized when title to a product has transferred and any significant customer
obligations have been fulfilled. Standard shipping terms are generally FOB shipping point in most
countries and, accordingly, title and risk of loss transfers upon shipment. In countries where title cannot
legally transfer before delivery, the Company defers revenue recognition until delivery has occurred. The
Company generally maintains the right to accept or reject a product return in its terms and conditions and
also maintains appropriate accruals for outstanding credits. Shipping and handling costs charged to
customers are included in total net sales and the associated expense is recorded in cost of sales for all
periods presented. Other than a few small software applications, the Company does not sell software
products without the related hardware instrument as the software is embedded in the instrument. The
Company’s products typically require no significant production, modification or customization of the
hardware or software that is essential to the functionality of the products. To the extent the Company’s
solutions have a post-shipment obligation, such as customer acceptance, revenue is deferred until the
obligation has been completed. The Company defers product revenue where installation is required, unless
such installation is deemed perfunctory. The Company also sometimes enters into certain arrangements
that require the separate delivery of multiple goods and/or services. These deliverables are accounted for
separately if the deliverables have stand-alone value and the performance of undelivered items is probable
and within the Company's control. The allocation of revenue between the separate deliverables is typically
based on the relative selling price at the time of the sale in accordance with a number of factors including
service technician billing rates, time to install, and geographic location.
Further, certain products are also sold through indirect distribution channels whereby the distributor
assumes any further obligations to the customer upon title transfer. Revenue is recognized on these
F - 10
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
products upon transfer of title and risk of loss to its distributors. Distributor discounts are offset against
revenue at the time such revenue is recognized.
Service revenue not under contract is recognized upon the completion of the service performed.
Spare parts sold on a stand-alone basis are recognized upon title and risk of loss transfer which is
generally at the time of shipment. Revenues from service contracts are recognized ratably over the
contract period. These contracts represent an obligation to perform repair and other services including
regulatory compliance qualification, calibration, certification, and preventative maintenance on a
customer’s pre-defined equipment over the contract period. Service contracts are separately priced and
payment is typically received from the customer at the beginning of the contract period.
Research and Development
Research and development costs primarily consist of salaries, consulting, and other costs. The
Company expenses these costs as incurred.
Warranty
The Company generally offers one-year warranties on most of its products. Product warranties are
recorded at the time revenue is recognized. While the Company engages in extensive product quality
programs and processes, its warranty obligation is affected by product failure rates, material usage, and
service costs incurred in correcting a product failure.
Employee Termination Benefits
In situations where contractual termination benefits exist, the Company records accruals for
employee termination benefits when it is probable that a liability has been incurred and the amount of the
liability is reasonably estimable. All other employee termination arrangements are recognized and
measured at their fair value at the communication date unless the employee is required to render
additional service beyond the legal notification period, in which case the liability is recognized ratably
over the future service period.
Earnings per Common Share
In accordance with the treasury stock method, the Company has included 680,537, 782,528, and
779,545 common equivalent shares in the calculation of diluted weighted average number of common
shares for the years ended December 31, 2014, 2013, and 2012, respectively, relating to outstanding stock
options and restricted stock units.
Outstanding options and restricted stock units to purchase or receive 127,995, 23,951, and
241,205 shares of common stock for the years ended December 31, 2014, 2013, and 2012, respectively,
have been excluded from the calculation of diluted weighted average number of common and common
equivalent shares as such options and restricted stock units would be anti-dilutive.
Equity-Based Compensation
The Company applies the fair value methodology in accounting for its equity-based compensation
plan.
F - 11
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
Derivative Financial Instruments
The Company has limited involvement with derivative financial instruments and does not use them
for trading purposes. As described more fully in Note 4, the Company enters into foreign currency
forward exchange contracts to economically hedge certain short-term intercompany balances involving its
international businesses. Such contracts limit the Company’s exposure to currency fluctuations on the
items they hedge. These contracts are adjusted to fair market value as of each balance sheet date, with the
resulting changes in fair value being recognized in other charges (income), consistent with the underlying
hedged item.
The Company also enters into foreign currency forward contracts, designated as cash flow hedges, to
hedge certain forecasted sales. Such contracts limit the Company’s exposure to currency fluctuations on
the items they hedge. Changes in fair value of outstanding foreign currency forward contract agreements
that are effective as cash flow hedges are recognized in other comprehensive income as incurred.
The Company also enters into interest rate swap agreements in order to manage its exposure to
changes in interest rates. The differential paid or received on interest rate swap agreements is recognized
in interest expense over the life of the agreements as incurred. Floating to fixed interest rate swap
agreements are accounted for as cash flow hedges. Changes in fair value of outstanding interest rate swap
agreements that are effective as cash flow hedges are recognized in other comprehensive income as
incurred.
Fair Value Measurements
The Company measures or monitors certain assets and liabilities on a fair value basis. Fair value is
used on a recurring basis for assets and liabilities in which fair value is the primary basis of accounting,
mainly derivative instruments. Fair value is defined as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date.
When determining the fair value measurements for assets and liabilities required to be recorded at fair
value, the Company considers the principal or most advantageous market in which it would transact and
considers assumptions that market participants would use when pricing the asset or liability. The
Company applies the fair value hierarchy established under U.S. GAAP and when possible looks to active
and observable markets to price identical assets and liabilities. If identical assets and liabilities are not
traded in active markets, the Company looks to market observable data for similar assets and liabilities.
Recent Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, to ASC 606 "Revenue from Contracts with
Customers." ASU 2014-09 provides authoritative guidance clarifying the principles for recognizing
revenue and developing a common revenue standard for U.S. GAAP. The core principle of the guidance is
that an entity should recognize revenue to depict the transfer of promised goods or services to customers
in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those
goods and services. Additionally, the guidance requires improved disclosure to help users of financial
statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized.
The guidance becomes effective for the Company for the year beginning January 1, 2017. The Company
is currently evaluating the impact the adoption of this guidance will have on the consolidated results of
operations, financial position, and disclosures.
In July 2014, the Company adopted ASU 2013-11 "Income Taxes." The amendment provided
further guidance to the balance sheet presentation of unrecognized tax benefit when a net operating loss or
F - 12
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
similar tax loss carryforward, or a tax credit carryforward exists. The adoption of this guidance did not
have a material impact to the Company's consolidated results of operations or financial position.
3.
INVENTORIES
Inventory consisted of the following at December 31:
Raw materials and parts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Work-in-progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
97,969
$
34,973
71,589
98,244
38,061
74,109
2014
2013
$
204,531
$
210,414
4.
FINANCIAL INSTRUMENTS
The Company has limited involvement with derivative financial instruments and does not use
them for trading purposes. As described below, the Company enters into certain interest rate swap
agreements in order to manage its exposure to changes in interest rates. At December 31, 2014, the
interest payments associated with 94% of the Company's debt are fixed obligations. The amount of the
Company's fixed obligation interest payments may change based upon the expiration dates of its interest
rate swap agreement and the level and composition of its debt. The Company also enters into foreign
currency forward contracts to limit the Company's exposure to currency fluctuations on the respective
hedged items.
Cash Flow Hedges
In July 2012, the Company began entering into foreign currency forward contracts, designated as
cash flow hedges, to hedge certain forecasted intercompany sales denominated in euro with its Swiss-
based business. The notional amount and average forward rate of foreign currency forward contracts
outstanding at December 31, 2014 and 2013 were $87 million (Euro 72 million) and 1.21 for contracts
that mature in 2015 and $78 million (Euro 57 million) and 1.23 for contracts that matured in 2014,
respectively. In January 2015 we increased the notional amount of the Company's cash flow hedges to a
total notional value and average forward rate of Euro 86 million and 1.21 for contracts that mature in
2015, and Euro 67 million and 1.19 for contracts that mature in 2016, prior to the Swiss National Bank's
abandonment of its previously established exchange rate floor of 1.20 Swiss francs per euro.
The Company has an interest rate swap agreement designated as a cash flow hedge. The agreement
is a forward-starting swap which has the effect of changing the floating rate LIBOR-based interest
payments associated with $100 million in forecasted borrowings under the Company’s credit facility to a
fixed obligation of 3.24% beginning in October 2010.
In June 2013, the Company entered into a forward starting interest rate swap agreement,
designated as a cash flow hedge. The agreement will change the floating rate LIBOR-based interest
payments associated with $50 million in forecasted borrowings under the Company's credit agreement to
a fixed obligation of 2.52% beginning in October 2015.
The cash flow hedges are recorded gross at fair value in the consolidated balance sheet at
December 31, 2014 and 2013, respectively, and disclosed in Note 5 to the consolidated financial
statements. Amounts reclassified into other comprehensive income and the effective portions of the cash
flow hedges are further disclosed in Note 9 to the consolidated financial statements. A derivative loss of
F - 13
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
$1.2 million based upon interest rates and foreign currency rates at December 31, 2014, is expected to be
reclassified from other comprehensive income (loss) to earnings in the next 12 months. Through
December 31, 2014, no hedge ineffectiveness has occurred in relation to the cash flow hedges.
Other Derivatives
The Company enters into foreign currency forward contracts in order to economically hedge short-
term intercompany balances largely denominated in Swiss franc, other major European currencies, and the
Chinese Renminbi with its foreign businesses. In accordance with U.S. GAAP, these contracts are
considered “derivatives not designated as hedging instruments.” Gains or losses on these instruments are
reported in current earnings. The foreign currency forward contracts are recorded at fair value in the
consolidated balance sheet at December 31, 2014 and 2013, respectively, disclosed in Note 5 to the
consolidated financial statements. The Company recognized in other charges (income), a net loss of $3.5
million during the year ended December 31, 2014. At December 31, 2014 and 2013, these contracts had a
notional value of $325.4 million and $180.3 million, respectively.
The Company may be exposed to credit losses in the event of nonperformance by the
counterparties to its derivative financial instrument contracts. Counterparties are established banks and
financial institutions with high credit ratings. The Company believes that such counterparties will be able
to fully satisfy their obligations under these contracts.
5.
FAIR VALUE MEASUREMENTS
At December 31, 2014 and 2013, the Company had derivative assets totaling $2.2 million and $2.3
million, respectively, and derivative liabilities totaling $5.6 million and $5.8 million, respectively. The fair
values of the interest rate swap agreements, foreign currency forward contracts designated as cash flow
hedges and foreign currency forward contracts that economically hedge short-term intercompany balances
are estimated based upon inputs from current valuation information obtained from dealer quotes and
priced with observable market assumptions and appropriate valuation adjustments for credit risk. The
Company has evaluated the valuation methodologies used to develop the fair values by dealers in order to
determine whether such valuations are representative of an exit price in the Company’s principal market.
In addition, the Company uses an internally developed model to perform testing on the valuations
received from brokers. The Company has also considered both its own credit risk and counterparty credit
risk in determining fair value and determined these adjustments were insignificant for the years ended
December 31, 2014 and 2013.
The Company had $14.2 million and $16.9 million of cash equivalents at December 31, 2014 and
2013, respectively, the fair value of which is determined through quoted and corroborated prices in active
markets. The fair value of cash equivalents approximates cost.
The fair value of the Company's fixed interest rate debt was estimated using Level 2 inputs,
primarily discounted cash flow models, based on estimated current rates offered for similar debt under
current market conditions for the Company. The fair value of the Company's debt exceeds the carrying
value by approximately $17.8 million and $4.2 million at December 31, 2014 and 2013, respectively.
Under U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants at the measurement date. A fair
value measurement consists of observable and unobservable inputs that reflect the assumptions that a
market participant would use in pricing an asset or liability.
F - 14
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
A fair value hierarchy has been established that categorizes these inputs into three levels:
Level 1: Quoted prices in active markets for identical assets and liabilities
Level 2: Observable inputs other than quoted prices in active markets for identical assets and
liabilities
Level 3: Unobservable inputs
The following table presents for each of these hierarchy levels, the Company’s assets and
liabilities that are measured at fair value on a recurring basis at December 31, 2014 and 2013:
December 31, 2014
December 31, 2013
Total
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Assets:
Cash equivalents . . . . . . . . . . . . . . . . . . $ 14,188
—
Interest rate swap agreement. . . . . . . . .
Foreign currency forward contracts
designated as cash flow hedges . . . . .
Foreign currency forward contracts not
designated as hedging instrument . . .
1,611
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 16,366
567
Liabilities:
Interest rate swap agreements . . . . . . . . $ 2,484
Foreign currency forward contracts
designated as cash flow hedges . . . . .
Foreign currency forward contracts not
designated as hedging instrument . . .
1,799
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,567
1,284
$ — $ 14,188
$ — $ 16,868
$ — $ 16,868
$ —
—
—
—
—
567
1,611
—
—
—
1,269
268
719
—
—
—
1,269
268
719
—
—
—
$ — $ 16,366
$ — $ 19,124
$ — $ 19,124
$ —
$ — $ 2,484
$ — $ 5,312
$ — $ 5,312
$ —
—
—
1,284
1,799
—
—
103
355
—
—
103
355
—
—
$ — $ 5,567
$ — $ 5,770
$ — $ 5,770
$ —
6. PROPERTY, PLANT, AND EQUIPMENT, NET
Property, plant, and equipment, net consisted of the following at December 31:
Land
Building and leasehold improvements
Machinery and equipment
Computer software
Less accumulated depreciation and amortization
2014
2013
$
51,123
$
210,008
345,888
327,753
934,772
(423,310)
511,462
$
$
56,214
212,277
361,978
302,681
933,150
(418,712)
514,438
F - 15
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
7. GOODWILL AND OTHER INTANGIBLE ASSETS
The following table shows the changes in the carrying amount of goodwill for the years ended
December 31:
Balance at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Goodwill acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at year end. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2014
2013
455,842
$
452,351
1,282
(13,039)
444,085
1,049
2,442
$
455,842
Goodwill and indefinite-lived assets are reviewed for impairment on an annual basis in the fourth
quarter. The Company completed its impairment review and determined that, through December 31, 2014,
there had been no impairment of these assets.
The components of other intangible assets as of December 31 are as follows:
2014
2013
Gross
Amount
Accumulated
Amortization
Intangibles,
Net
Gross
Amount
Accumulated
Amortization
Intangibles,
Net
Customer relationships. . . . . . . $
Proven technology and patents.
Tradename (finite life) . . . . . . .
Tradename (indefinite life). . . .
Other. . . . . . . . . . . . . . . . . . . . .
98,325
$
(28,159) $
70,166
$
98,374
$
45,588
4,140
24,947
1,573
(30,761)
(1,786)
—
(1,083)
14,827
2,354
24,947
490
43,233
4,300
25,108
757
$
174,573
$
(61,789) $
112,784
$
171,772
$
(25,313) $
(29,763)
(1,619)
—
(659)
(57,354) $
73,061
13,470
2,681
25,108
98
114,418
The Company recognized amortization expense associated with the above intangible assets of $6.5
million, $5.9 million, and $7.2 million for the years ended December 31, 2014, 2013, and 2012,
respectively. The annual aggregate amortization expense based on the current balance of other intangible
assets is estimated at $6.2 million for 2015, $5.7 million for 2016, $5.4 million for 2017, $5.1 million for
2018 and $4.8 million for 2019. The finite-lived intangible assets are amortized on a straight-line basis
over periods ranging from 3 to 45 years. The straight-line method of amortization reflects an appropriate
allocation of the cost of the intangible assets to earnings in proportion to the amount of economic benefits
obtained by the Company in each reporting period. Purchased intangibles amortization was $5.6 million,
$3.9 million after tax, $5.3 million, $3.6 million after tax, and $6.8 million, $4.5 million after tax, for the
years ended December 31, 2014, 2013, and 2012, respectively.
In addition to the above amortization, the Company recorded amortization expense associated with
capitalized software of $22.4 million, $18.6 million, and $13.9 million for the years ended December 31,
2014, 2013, and 2012, respectively.
F - 16
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
8. DEBT
Debt consisted of the following at December 31:
$100 million Senior Notes, interest at 6.30%, due June 25, 2015 . . . . . . . . . . . . . . . . . . . . . . . $
$50 million Senior Notes, interest at 3.67%, due December 17, 2022. . . . . . . . . . . . . . . . . . . .
$50 million Senior Notes, interest at 4.10%, due September 19, 2023 . . . . . . . . . . . . . . . . . . .
$125 million Senior Notes, interest at 3.84%, due September 19, 2024 . . . . . . . . . . . . . . . . . .
$800 million Credit Agreement, interest at LIBOR plus 75 basis points. . . . . . . . . . . . . . . . . .
Other local arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2014
2013
100,000
$
100,000
50,000
50,000
125,000
110,790
16,164
451,954
(116,164)
335,790
$
50,000
50,000
—
195,960
17,067
413,027
(17,067)
395,960
6.30% Senior Notes
In 2009, the Company issued and sold $100 million of 6.30% Senior Notes due June 25, 2015 in a
private placement. The 6.30% Senior Notes are senior unsecured obligations of the Company.
Interest on the 6.30% Senior Notes is payable semi-annually in June and December. The Company
may at any time prepay the 6.30% Senior Notes, in whole or in part (but in an amount not less than 10%
of the original aggregate principal amount), at a price equal to 100% of the principal amount thereof, plus
accrued and unpaid interest, plus a “make-whole” prepayment premium. In the event of a change in
control of the Company (as defined in the note purchase agreement), the Company may be required to
offer to prepay the 6.30% Senior Notes in whole at a price equal to 100% of the principal amount thereof,
plus accrued and unpaid interest.
The 6.30% Senior Notes contain customary affirmative and negative covenants including, among
others, limitations on the Company and its subsidiaries with respect to incurrence of liens and priority
indebtedness, disposition of assets, mergers, and transactions with affiliates. The note purchase agreement
also requires the Company to maintain a consolidated interest coverage ratio of not less than 3.5 to 1.0 and
a consolidated leverage ratio of not more than 3.5 to 1.0. The agreement contains customary events of
default with customary grace periods, as applicable. The Company was in compliance with these
covenants at December 31, 2014.
Issuance costs approximating $0.7 million will be amortized to interest expense over the six-year
term of the 6.30% Senior Notes.
3.67% Senior Notes
In 2012, the Company issued and sold $50 million of 3.67% Senior Notes due December 17, 2022 in
a private placement. The 3.67% Senior Notes are senior unsecured obligations of the Company. Interest is
payable semi-annually in June and December.
The 3.67% Senior Notes contain customary affirmative and negative covenants, change in control
and prepayment provisions, that are substantially similar to those contained in the previously issued debt
of the Company as described above. The 3.67% Senior Notes also contain customary events of default
with customary grace periods, as applicable. The Company was in compliance with these covenants at
December 31, 2014.
F - 17
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
Issuance costs approximating $0.4 million will be amortized to interest expense over the ten-year
term of the 3.67% Senior Notes.
4.10% Senior Notes
In 2013, the Company issued and sold $50 million of 4.10% Senior Notes due September 19, 2023 in
a private placement. The 4.10% Senior Notes are senior unsecured obligations of the Company. Interest
on the 4.10% Senior Notes is payable semi-annually in March and September of each year, beginning in
March 2014.
The 4.10% Senior Notes contain customary affirmative and negative covenants, change in control
and prepayment provisions, that are substantially similar to those contained in the previously issued debt
of the Company as described above. The 4.10% Senior Notes also contain customary events of default
with customary grace periods, as applicable. The Company was in compliance with these covenants at
December 31, 2014.
Issuance costs approximating $0.4 million will be amortized to interest expense over the ten-year
term of the 4.10% Senior Notes.
3.84% Senior Notes and 4.24% Senior Notes
In the second quarter of 2014, the Company entered into an agreement to issue and sell $250 million
of ten-year Senior Notes in a private placement. The Company issued $125 million with a fixed interest
rate of 3.84% ("3.84% Senior Notes") in September 2014 and will issue $125 million with a fixed interest
rate of 4.24% ("4.24% Senior Notes") in June 2015. The Senior Notes are senior unsecured obligations of
the Company. Interest on the 3.84% Senior Notes is payable semi-annually in March and September each
year, beginning in March 2015. Interest on the 4.24% Senior Notes is payable semi-annually in June and
December of each year, beginning in December 2015.
The 3.84% Senior Notes and 4.24% Senior Notes contain customary affirmative and negative
covenants, change in control and prepayment provisions, that are substantially similar to those contained
in the previously issued debt of the Company as described above. The 3.84% Senior Notes and 4.24%
Senior Notes also contain customary events of default with customary grace periods, as applicable. The
Company was in compliance with these covenants at December 31, 2014.
Issuance costs approximating $0.9 million will be amortized to interest expense over the ten-year
term of the Senior Notes.
Credit Agreement
In 2013, the Company entered into an $800 million Credit Agreement (the "Credit Agreement"),
which amended its $880 million Amended and Restated Credit Agreement (the "Prior Credit Agreement").
The Credit Agreement is provided by a group of financial institutions (similar to the Company's Prior
Credit Agreement) and has a maturity date of November 26, 2018. It is a revolving credit facility and is
not subject to any scheduled principal payments prior to maturity. The obligations under the Credit
Agreement are unsecured.
Borrowings under the Credit Agreement bear interest at current market rates plus a margin based on
the Company’s consolidated leverage ratio, which was, as of December 31, 2014, set at LIBOR plus 75
basis points. The Company must also pay facility fees that are tied to its leverage ratio. The Credit
Agreement contains covenants that are substantially similar to those contained in the previously issued
F - 18
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
debt of the Company as described above, with which the Company was in compliance as of December 31,
2014. The Credit Agreement also places certain limitations on the Company, including limiting the ability
to incur liens or indebtedness at a subsidiary level. In addition, the Credit Agreement has several events of
default. The Company incurred approximately $0.4 million of debt extinguishment costs during 2013
related to the Prior Credit Agreement. The Company capitalized $1.1 million in financing fees during
2013 associated with the Credit Agreement which will be amortized to interest expense through 2018. As
of December 31, 2014, approximately $684.8 million was available under the facility.
The Company’s weighted average interest rate was approximately 5% for the years ended
December 31, 2014 and 2013.
9. SHAREHOLDERS’ EQUITY
Common Stock
The number of authorized shares of the Company’s common stock is 125,000,000 shares with a par
value of $0.01 per share. Holders of the Company’s common stock are entitled to one vote per share. At
December 31, 2014, 4,389,320 shares of the Company’s common stock were reserved for issuance
pursuant to the Company’s stock option plans.
Preferred Stock
The Board of Directors, without further shareholder authorization, is authorized to issue up to
10,000,000 shares of preferred stock, par value $0.01 per share in one or more series and to determine and
fix the rights, preferences, and privileges of each series, including dividend rights and preferences over
dividends on the common stock and one or more series of the preferred stock, conversion rights, voting
rights (in addition to those provided by law), redemption rights, and the terms of any sinking fund
therefore, and rights upon liquidation, dissolution, or winding up, including preferences over the common
stock and one or more series of the preferred stock. The issuance of shares of preferred stock, or the
issuance of rights to purchase such shares, may have the effect of delaying, deferring or preventing a
change in control of the Company or an unsolicited acquisition proposal.
Share Repurchase Program
The Company has a $3 billion share repurchase program, of which there were $478.4 million
remaining to be repurchased under the program as of December 31, 2014. The Company expects that the
authorization will be utilized over the next couple years. The share repurchases are expected to be funded
from cash balances, borrowings, and cash generated from operating activities. Repurchases will be made
through open market transactions, and the amount and timing of purchases will depend on business and
market conditions, the stock price, trading restrictions, the level of acquisition activity, and other factors.
The Company has purchased 23.1 million shares since the inception of the program through
December 31, 2014. During the years ended December 31, 2014 and 2013, the Company spent $414.0
million and $295.0 million on the repurchase of 1,617,499 shares and 1,321,577 shares at an average price
per share of $255.93 and $223.18, respectively. The Company reissued 373,431 shares and 398,646 shares
held in treasury for the exercise of stock options and restricted stock units during 2014 and 2013,
respectively.
F - 19
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
Accumulated Other Comprehensive Income (Loss)
The following table presents changes in accumulated other comprehensive income by component for
the period ended December 31, 2014 and 2013:
Currency
Translation
Adjustment,
Net of Tax
Net Unrealized
Gain (Loss) on
Cash Flow
Hedging
Arrangements,
Net of Tax
Pension and
Post-
Retirement
Benefit Related
Items,
Net of Tax
56,012
$
(5,438) $
(148,035) $
Total
(97,461)
—
—
21,903
—
—
32,752
32,752
(448)
(43)
—
(2,010)
(448)
19,850
3,496
6,775
10,271
21,903
77,915
$
3,005
(2,433) $
37,517
(110,518) $
62,425
(35,036)
—
—
(105,230)
(105,230)
—
(82,875)
—
(713)
(55)
1,257
—
8,089
1,614
(713)
(74,841)
2,871
489
(1,944) $
(177,913)
(95,527)
(206,045) $ (212,949)
Balance at December 31, 2012 . . . . . . . . . . . . . . . . . $
Other comprehensive income (loss), net of tax:
Unrealized actuarial gains (loss), prior service
costs and plan amendments . . . . . . . . . . . . . . . .
Unrealized gains (loss) on cash flow hedging
arrangements. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustment . . . . . . . .
Amounts recognized from accumulated other
comprehensive income (loss), net of tax . . . . . . . .
Net change in other comprehensive income (loss),
net of tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2013 . . . . . . . . . . . . . . . . . $
Other comprehensive income (loss), net of tax:
Unrealized actuarial gains (loss), prior service
costs and plan amendments . . . . . . . . . . . . . . . .
Unrealized gains (loss) on cash flow hedging
arrangements. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustment . . . . . . . .
Amounts recognized from accumulated other
comprehensive income (loss), net of tax . . . . . . . .
Net change in other comprehensive income (loss),
net of tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2014 . . . . . . . . . . . . . . . . . $
(82,875)
(4,960) $
F - 20
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
The following table presents amounts recognized from accumulated other comprehensive income
(loss) for the twelve months period ended December 31, 2014 and 2013:
Effective portion of losses (gains) on cash flow hedging
arrangements:
Interest rate swap agreements. . . . . . . . . . . . . . . . . . . . . . .
Foreign currency forward contracts . . . . . . . . . . . . . . . . . .
Total before taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total, net of taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recognition of defined benefit pension and post-retirement
items:
Recognition of actuarial losses, plan amendments and
prior service cost, before taxes . . . . . . . . . . . . . . . . . . . .
Provision for taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total, net of taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
$
2014
2013
Location of Amounts Recognized
in Earnings
3,119
(831)
2,288
1,031
$
3,081
Interest expense
2,013 Cost of sales - products
5,094
1,598 Provision for taxes
1,257
$
3,496
2,877
1,263
1,614
$
$
10,426
(a)
3,651 Provision for taxes
6,775
(a) These accumulated other comprehensive income (loss) components are included in the computation of net periodic
pension and post-retirement cost. See Note 11 for additional details for the twelve months ended December 31, 2014.
10. EQUITY INCENTIVE PLAN
The Company’s equity incentive plan provides employees and directors of the Company additional
incentives to join and/or remain in the service of the Company as well as to maintain and enhance the
long-term performance and profitability of the Company. The Company’s 2013 equity incentive plan was
approved by shareholders on May 2, 2013 and provides that 2 million shares of common stock, plus any
options outstanding under the Company’s prior option plan that terminate without being exercised, may be
the subject of awards. The plan provides for the grant of options, restricted stock, restricted stock units
and other equity-based awards. The exercise price of options granted shall not be less than the fair market
value of the common stock on the date of the award. Options primarily vest equally over a five-year
period from the date of grant and have a maximum term of up to ten years and six months. Restricted
units primarily vest equally over a five-year period from the date of grant. Since 2005, the compensation
committee of the Board of Directors has generally granted restricted share units to participating managers
and non-qualified stock options to executive officers.
All share-based compensation arrangements granted to employees, including stock option grants, are
recognized in the consolidated statement of operations based on the grant-date fair value of the award over
the period during which an employee is required to provide service in exchange for the award. Share-
based compensation expense is recorded within selling, general, and administrative in the consolidated
statement of operations with a corresponding offset to additional paid-in capital in the consolidated
balance sheet.
F - 21
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
The fair values of stock options granted were calculated using the Black-Scholes pricing model. The
aggregate intrinsic value of an option is the amount by which the fair value of the underlying stock
exceeds its exercise price. The following table summarizes all stock option activity from December 31,
2013 through December 31, 2014:
Outstanding at December 31, 2013. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2014. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options exercisable at December 31, 2014. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Number of
Options
Weighted
Average
Exercise
Price
Aggregate
Intrinsic
Value
(in millions)
1,871,694
$112.57
$243.7
123,226
(335,848)
(12,589)
1,646,483
263.62
62.67
145.39
$133.80
1,221,408
$107.39
$277.7
$238.3
The following table details the weighted average remaining contractual life of options outstanding at
December 31, 2014 by range of exercise prices:
Number of Options
Outstanding
Weighted
Average
Exercise Price
Remaining
Contractual
Life of Options
Outstanding
Options
Exercisable
131,950
455,423
277,550
348,555
433,005
$
$
$
$
$
1,646,483
64.99
81.47
108.64
141.45
219.79
1.9
4.3
2.9
6.3
8.7
5.6
131,950
455,423
277,550
249,485
107,000
1,221,408
As of the date granted, the weighted average grant-date fair value of the options granted during the
years ended December 31, 2014, 2013, and 2012 was $77.64, $66.33, and $46.72, respectively.
Such weighted average grant-date fair value was determined using the following assumptions:
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected life in years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.66%
5.6
28%
—
1.31%
5
28%
—
0.71%
5
30%
—
2014
2013
2012
The total intrinsic value of options exercised during the years ended December 31, 2014, 2013, and
2012 was approximately $66.9 million, $60.0 million, and $50.9 million, respectively.
The total fair value of options vested during the years ended December 31, 2014, 2013, and 2012 was
approximately $6.4 million, $5.7 million, and $6.9 million, respectively.
F - 22
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
The following table summarizes all restricted stock unit activity from December 31, 2013 through
December 31, 2014:
Outstanding at December 31, 2013. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2014. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Number of
Restricted
Stock Units
Aggregate
Intrinsic
Value
(in millions)
107,782
$
26.1
29,683
(37,583)
(3,785)
96,097
$
29.1
The weighted average grant-date fair value of the restricted stock units granted during years ended
2014 and 2013 was $263.58 and $244.90 per unit, respectively, and the restricted units vest ratably
primarily over a five-year period. The total fair value of the restricted stock units on the date of grant of
$7.8 million for 2014 and $7.2 million for 2013 will be recorded as compensation expense straight-line
over the vesting period. The total fair value of restricted stock units vested during the years ended
December 31, 2014, 2013, and 2012 was approximately $5.8 million, $5.6 million, and $5.3 million,
respectively. Approximately $5.6 million and $5.5 million of compensation expense was recognized
during the years ended December 31, 2014 and 2013, respectively.
At December 31, 2014, a total of 2,588,311 shares of common stock were available for grant in the
form of stock options or restricted stock units.
As of December 31, 2014, the unrecorded deferred share-based compensation balance related to both
stock options and restricted stock units was $43.0 million and will be recognized using a straight-line
method over an estimated weighted average amortization period of 2.3 years.
11. BENEFIT PLANS
The Company maintains a number of retirement and other post-retirement employee benefit plans.
Certain subsidiaries sponsor defined contribution plans. Benefits are determined and funded annually
based upon the terms of the plans. Amounts recognized as cost under these plans amounted to $15.6
million, $15.1 million, and $15.7 million for the years ended December 31, 2014, 2013, and 2012,
respectively.
Certain subsidiaries sponsor defined benefit plans. Benefits are provided to employees primarily
based upon years of service and employees’ compensation for certain periods during the last years of
employment. Prior to 2002, the Company’s U.S. operations also provided post-retirement medical benefits
to their employees. Contributions for medical benefits are related to employee years of service.
F - 23
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
The following tables set forth the change in benefit obligation, the change in plan assets, the
funded status, and amounts recognized in the consolidated financial statements for the Company’s defined
benefit plans and post-retirement plan at December 31, 2014 and 2013:
U.S. Pension Benefits
Non-U.S. Pension
Benefits
Other Benefits
Total
2014
2013
2014
2013
2014
2013
2014
2013
Change in benefit obligation:
Benefit obligation at
$ 156,804
$ 814,200
$ 798,657
$ 5,295
$ 11,267
$ 957,642
$ 966,728
494
5,755
6,396
25,848
(18,226)
—
—
(6,917)
(6,680)
—
—
28,579
21,445
117,902
(453)
(35,279)
(82,755)
30,315
19,566
(11,477)
293
(43,271)
20,117
170
240
477
(1,951)
(477)
—
216
405
(1,988)
(3,733)
(872)
—
29,642
28,081
144,227
(2,404)
(42,673)
(82,755)
31,025
25,726
(31,691)
(3,440)
(50,823)
20,117
year . . . . . . . . . . . . . . . . . . $ 164,367
$ 138,147
$ 863,639
$ 814,200
$ 3,754
$ 5,295
$1,031,760
$ 957,642
Change in plan assets:
Fair value of plan assets at
$ 94,734
$ 786,532
$ 731,040
$ — $ — $ 904,435
$ 825,774
beginning of year. . . . . . . . $ 138,147
893
Service cost, gross. . . . . . . . .
Interest cost . . . . . . . . . . . . . .
Actuarial losses (gains) . . . . .
Plan amendments and other .
Benefits paid . . . . . . . . . . . . .
Impact of foreign currency . .
Benefit obligation at end of
beginning of year. . . . . . . . $ 117,903
2,974
Actual return on plan assets .
Employer contributions. . . . .
Plan participants’
contributions . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . .
Impact of foreign currency
and other . . . . . . . . . . . . . .
Fair value of plan assets at
18,070
12,073
17,776
40,893
25,448
42,480
25,147
—
—
(6,917)
(6,680)
13,409
(35,279)
13,255
(43,271)
—
343
134
(477)
—
723
149
(872)
43,867
43,861
54,553
43,646
13,543
(42,673)
13,404
(50,823)
—
—
(79,810)
17,881
—
—
(79,810)
17,881
end of year . . . . . . . . . . . . . $ 132,030
$ 904,435
Funded status. . . . . . . . . . . . . $ (32,337) $ (20,244) $(112,446) $ (27,668) $ (3,754) $ (5,295) $ (148,537) $ (53,207)
$ — $ — $ 883,223
$ 751,193
$ 117,903
$ 786,532
Amounts recognized in the consolidated balance sheets consist of:
U.S. Pension Benefits
Non-U.S. Pension
Benefits
Other Benefits
Total
2014
2013
2014
2013
2014
2013
2014
2013
— $
— $ 38,922
$ 105,132
$
— $
— $ 38,922
$ 105,132
Other non-current assets . . . . $
Pension and other post-
retirement liabilities. . . . . .
(32,337)
(20,244)
(151,368)
(132,800)
(3,754)
(5,295)
(187,459)
(158,339)
Accumulated other
comprehensive loss
(income). . . . . . . . . . . . . . .
85,636
59,013
213,702
110,965
(15,303)
(15,910)
284,035
154,068
Total. . . . . . . . . . . . . . . . . . . . $ 53,299
$ 38,769
$ 101,256
$ 83,297
$ (19,057) $ (21,205) $ 135,498
$ 100,861
The prepaid pension asset is recorded in other non-current assets on the consolidated balance sheet.
The short-term and long-term portion of the accrued pension liability is recorded on the consolidated
balance sheet within accrued and other liabilities and other non-current liabilities, respectively. The long-
term portion of the accrued pension liabilities and other post-retirement liabilities at December 31, 2014
and 2013 was $32.3 million and $20.2 million, respectively, for the U.S. defined benefit pension plan,
$146.7 million and $127.8 million, respectively, for the non-U.S. plans, and $3.2 million and $4.8 million,
F - 24
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
respectively, for the U.S. post-retirement plan. The current portion of accrued pension liabilities was $0.1
million for the U.S. defined benefit pension plan at both December 31, 2014 and 2013, respectively. The
current portion of accrued pension liabilities was $4.7 million and $5.0 million for the non-U.S. plans at
December 31, 2014 and 2013, respectively. The current portion of the U.S. post-retirement plan was $0.6
million and $0.5 million at December 31, 2014 and 2013, respectively.
The following amounts have been recognized in accumulated other comprehensive income (loss),
before taxes, at December 31, 2014 and have not yet been recognized as a component of net periodic
pension cost:
U.S. Pension
Benefits
Non-U.S. Pension
Benefits
Other Benefits
Total
Total, After Tax
Plan amendments and
prior service cost . . . . . . $
Actuarial losses (gains) . . .
Total. . . . . . . . . . . . . . . . . . $
— $
85,636
85,636
$
(19,291) $
232,993
213,702
$
(4,904) $
(10,399)
(15,303) $
(24,195) $
308,230
284,035
$
(18,436)
224,481
206,045
The following changes in plan assets and benefit obligations were recognized in other comprehensive
income (loss), before taxes, for the year ended December 31, 2014:
Net actuarial losses (gains) . $
Plan amendments and
prior service cost, net . . . .
Amortization of:
Actuarial (losses) gains . . .
Plan amendments and
prior service cost . . . . . . . .
Impact of foreign currency. .
Total . . . . . . . . . . . . . . . . . . . $
U.S. Pension
Benefits
Non-U.S. Pension
Benefits
Other Benefits
Total
Total, After Tax
31,423
$
114,370
$
477
$
146,270
$
106,837
—
(526)
(2,085)
(2,611)
(1,607)
(4,800)
(4,308)
—
—
26,623
$
4,016
(10,815)
102,737
$
1,436
779
—
607
$
(7,672)
4,795
(10,815)
129,967
$
(5,310)
3,696
(8,089)
95,527
The accumulated benefit obligations at December 31, 2014 and 2013 were $164.4 million and $138.1
million, respectively, for the U.S. defined benefit pension plan and $834.7 million and $785.8 million,
respectively, for all non-U.S. plans. Certain of the plans included within non-U.S. pension benefits have
benefit obligations which exceed the fair value of plan assets. The projected benefit obligation, the
accumulated benefit obligation, and fair value of assets of these plans as of December 31, 2014 were
$200.5 million, $188.9 million, and $49.2 million, respectively.
The assumed discount rates and rates of increase in future compensation levels used in calculating
the projected benefit obligations vary according to the economic conditions of the country in which the
retirement plans are situated. The weighted average rates used for the purposes of the Company’s plans
are as follows:
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Compensation increase rate . . . . . . . . . . . . . . . . . . . . .
Expected long-term rate of return on plan assets . . . . .
4.00%
4.75%
3.75%
n/a
n/a
n/a
7.50%
7.50%
7.75%
1.65%
1.61%
4.82%
2.73%
1.61%
4.87%
2.50%
1.60%
4.89%
2014
U.S.
2013
2012
2014
2013
2012
Non-U.S.
F - 25
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
The assumed discount rates, rates of increase in future compensation levels, and the long-term rate of
return used in calculating the net periodic pension cost vary according to the economic conditions of the
country in which the retirement plans are situated. The weighted average rates used for the purposes of the
Company’s plans are as follows:
2014
U.S.
2013
2012
2014
2013
2012
Non-U.S.
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Compensation increase rate . . . . . . . . . . . . . . . . . . . . .
Expected long-term rate of return on plan assets . . . . .
4.75%
3.75%
4.25%
n/a
n/a
n/a
7.50%
7.75%
8.00%
2.73%
1.61%
4.87%
2.50%
1.60%
4.89%
3.10%
1.75%
4.80%
Net periodic pension cost for the defined benefit plans includes the following components for the
years ended December 31:
Service cost, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Interest cost on projected benefit obligations. . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . .
Recognition of actuarial losses/(gains) and prior
service costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net periodic pension cost . . . . . . . . . . . . . . . . . . . . . . . $
2014
U.S.
2013
2012
2014
2013
2012
Non-U.S.
893
$
494
$
455
$ 15,189
$ 17,386
$ 15,011
6,396
(8,549)
5,755
(7,154)
6,093
(6,965)
21,445
(37,361)
19,566
(35,048)
22,104
(32,989)
4,800
7,782
7,664
3,540
$
6,877
$
7,247
$
292
(435) $
3,545
210
5,449
$
4,336
Net periodic post-retirement benefit (credit)/cost for the U.S. post-retirement plan includes the
following components for the years ended December 31:
2014
2013
2012
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Interest cost on projected benefit obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net amortization and deferral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net periodic post-retirement benefit (credit)/cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (1,805) $
240
(2,215)
170
$
216
$
405
(901)
(280) $
333
539
(753)
119
The amounts remaining in accumulated other comprehensive income (loss) that are expected to be
recognized as a component of net periodic pension cost during 2015 are as follows:
Plan amendments and prior service costs . . . . . . $
Actuarial losses (gains) . . . . . . . . . . . . . . . . . . . .
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
— $
7,626
7,626
$
(4,254) $
16,862
12,608
$
(1,877) $
(3,370)
(5,247) $
(6,131)
21,118
14,987
U.S. Pension
Benefits
Non-U.S.
Pension Benefits
Other Benefits
Total
The projected post-retirement benefit obligation was principally determined using discount rates of
4.00% in 2014, 4.75% in 2013, and 3.75% in 2012. Net periodic post-retirement benefit cost was
principally determined using discount rates of 4.75% in 2014, and 3.75% in 2013, and 4.25% in 2012. The
health care cost trend rate ranged from 7.75% to 8.50% in 2014, and was 8.00% in both 2013 and 2012,
decreasing to 5.00% in 2021.
F - 26
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
The health care cost trend rate assumption has a significant effect on the accumulated post-retirement
benefit obligation and net periodic post-retirement benefit cost. A one-percentage-point change in health
care cost trend rates would have the following effects:
Effect on total of service and interest cost components . . . . . . $
Effect on post-retirement benefit obligation. . . . . . . . . . . . . . . $
32
25
$
$
(29)
(25)
One-Percentage-Point
Increase
One-Percentage-Point
Decrease
The Company’s overall asset investment strategy is to achieve long-term growth while minimizing
volatility by widely diversifying among asset types and strategies. Target asset allocations and investment
return criteria are established by the pension committee or designated officers of each plan. Target asset
allocation ranges for the U.S. pension plan include 33-53% equity securities, 11-21% fixed income
securities, and 30-50% other types of investments. International plan assets relate primarily to the
Company’s Swiss plan with target allocations of 25-45% in equities, 35-55% in fixed income securities,
and 15-25% in other types of investments. Actual results are monitored against targets and the trustees are
required to report to the members of each plan, including an analysis of investment performance on an
annual basis at a minimum. Day-to-day asset management is typically performed by third-party asset
managers, reporting to the pension committees or designated officers.
The long-term rate of return on plan asset assumptions used to determine pension expense under
U.S. GAAP are generally based on estimated future returns for the target investment mix determined by
the trustees as well as historical investment performance.
F - 27
Equity Mutual Funds: . . . . . .
U.S.(1) . . . . . . . . . . . . . . . .
International(2) . . . . . . . . . .
Emerging Markets(3) . . . . .
Fixed Income Securities:
Corporate/Government
Bonds(4) . . . . . . . . . . . . . . .
Fixed Income Mutual Funds:
Insurance Contracts(5) . . . .
Core Bond(6) . . . . . . . . . . .
Real Asset Mutual Funds:
Real Estate(7) . . . . . . . . . . .
Commodities(8) . . . . . . . . .
Other Types of Investments:
Global Allocation Funds(9)
Multi-Strategy Fund of. . .
Hedge Funds(10) . . . . . . . . .
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
The following table presents the fair value measurement of the Company’s plan assets by hierarchy
level:
Asset Category:
December 31, 2014
December 31, 2013
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
Observable
Inputs for
Identical
Assets
(Level 2)
Unobservable
Inputs
(Level 3)
Total
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
Observable
Inputs for
Identical
Assets
(Level 2)
Unobservable
Inputs
(Level 3)
Total
Cash and Cash Equivalents. . $
140,959
$
— $
— $ 140,959
$
129,932
$
— $
— $ 129,932
Equity Securities:
Mettler-Toledo Stock . . . . .
3,638
—
7,377
39,515
72,360
30,268
52,476
6,679
—
—
—
—
3,638
3,425
—
37,645
91,991
79,039
5,960
44,149
78,392
27,652
54,120
5,773
—
—
—
—
3,425
33,612
98,269
84,165
124,709
—
—
124,709
129,155
—
—
129,155
—
120,840
61,849
20,920
23,288
38,757
—
3,118
1,388
—
—
28,196
24,676
159,597
—
146,857
61,849
52,234
66,431
23,293
24,633
36,327
—
3,323
1,475
—
—
23,136
26,108
183,184
66,431
49,752
13,790
12,145
—
25,935
12,002
11,088
—
23,090
—
—
80,951
80,951
—
—
77,312
77,312
$
605,957
$
166,731
$
110,535
$ 883,223
$
639,596
$
162,916
$
101,923
$ 904,435
_______________________________________
(1) Represents primarily large capitalization equity mutual funds tracking the S&P 500 Index.
(2) Represents all capitalization core and value equity mutual funds located primarily in Switzerland, the United Kingdom,
and Canada.
(3) Represents core and growth mutual funds and funds of mutual funds invested in emerging markets primarily in Eastern
Europe, Latin America, and Asia.
(4) Represents investments in high-grade corporate and government bonds located in Switzerland and the European Union.
(5) Represents fixed and variable rate annuity contracts provided by insurance companies.
(6) Represents fixed income mutual funds invested in the U.S., the United Kingdom, Switzerland, and European government
bonds, high-grade corporate bonds, mortgage-backed securities, and collateralized mortgage obligations.
(7) Represents mutual funds invested in real estate located primarily in Switzerland.
(8) Represents commodity funds invested across a broad range of sectors.
(9) Represents mutual funds invested globally in both equities and fixed income securities.
(10) Represents primarily equity investments to profit from long and short equity positions, economic and government driven
events and relative value, and tactical trading strategies.
The fair value of the Company’s stock and corporate and government bonds are valued at the year
end closing price as reported on the securities exchange on which they are traded. Mutual funds are valued
at the exchange-listed year end closing price or at the net asset value of shares held by the fund at the end
of the year. Insurance contracts are valued by discounting the related cash flows using a current year end
F - 28
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
market rate or at cash surrender value, which is presumed to equal fair value. Funds of hedge funds are
valued at the net asset value of shares held by the fund at the end of the year.
The following table presents a rollforward of activity for the years ended December 31, 2014 and
2013 for level 3 asset categories:
Multi-
Strategy
Fund of
Hedge
Funds
Balance at December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 74,985
Actual return on plan assets:
Related to assets held at end of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,792
(12,691)
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impact of foreign currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,806
Balance at December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 77,312
Actual return on plan assets:
1,420
Related to assets held at end of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Related to assets sold during the year. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22,867
Purchases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(21,649)
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6,846)
Impact of foreign currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 80,951
4,456
4,811
Commodities
Insurance
Contract
Total
$
22,986
$
1,726
$ 99,697
(449)
—
—
599
69
127
(519)
72
1,040
11,919
(13,210)
2,477
$
23,136
$
1,475
$ 101,923
2,952
—
5,030
—
(2,922)
28,196
$
34
—
7,442
4,811
115
(54)
(182)
1,388
28,012
(21,703)
(9,950)
$ 110,535
$
There were no transfers between any asset levels during the years ended December 31, 2014 and
2013.
The following benefit payments, which reflect expected future service as appropriate, are expected to
be paid:
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020-2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. Pension
Benefits
Non-U.S. Pension
Benefits
Other Benefits
Net of
Subsidy
$
7,228
7,467
7,842
8,198
8,480
$
39,708
39,276
40,098
40,073
40,371
$
579
505
464
403
348
Total
47,515
47,248
48,404
48,674
49,199
46,986
202,059
1,091
250,136
The Company made voluntary incremental pension contributions of $18.0 million in 2014 and $17.6
million in 2013 to increase the funded status of its pension plans. The Company does not expect to receive
any refunds from its benefit plans during 2015.
In 2015, the Company expects to make employer pension contributions of approximately $19.6
million to its non-U.S. pension plan and employer contributions of approximately $0.7 million to its
U.S. post-retirement medical plan.
F - 29
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
12. TAXES
The sources of the Company’s earnings before taxes were as follows for the years ended
December 31:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Non-United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings before taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
33,157
411,847
445,004
$
$
18,119
384,590
402,709
$
$
32,296
350,305
382,601
2014
2013
2012
The provisions for taxes consist of:
Year ended December 31, 2014:
United States federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Year ended December 31, 2013:
United States federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Year ended December 31, 2012:
United States federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Current
Deferred
Total
— $
5,676
$
1,372
92,358
93,730
$
— $
1,459
86,340
87,799
$
— $
1,372
84,962
86,334
$
527
6,830
13,033
8,249
965
(398)
8,816
12,341
87
(7,008)
5,420
$
$
$
$
$
5,676
1,899
99,188
106,763
8,249
2,424
85,942
96,615
12,341
1,459
77,954
91,754
The provisions for tax expense for the years ended December 31, 2014, 2013, and 2012 differed
from the amounts computed by applying the United States federal income tax rate of 35% to the earnings
before taxes as a result of the following:
Expected tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
United States state and local income taxes, net of federal income tax
benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-United States income taxes at other than a 35% rate . . . . . . . . . . . . . . .
Other, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total provision for taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2014
2013
2012
155,751
$
140,948
$
133,910
1,899
(172)
(51,360)
645
1,167
1,178
(50,041)
3,363
106,763
$
96,615
$
1,459
—
(44,288)
673
91,754
F - 30
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
The tax effects of temporary differences that give rise to significant portions of the deferred tax
assets and deferred tax liabilities are presented below at December 31, 2014:
Deferred tax assets:
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accrued and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued post-retirement benefit and pension costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss and tax credit carryforwards. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax assets less valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities:
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant, and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rainin intangibles amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid post-retirement benefit and pension costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax (liability) asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2014
2013
27,164
$
84,521
68,709
45,806
9,044
235,244
(36,263)
198,981
3,918
47,547
65,409
51,391
13,506
181,771
17,210
$
23,957
74,755
48,296
43,939
12,832
203,779
(31,697)
172,082
4,155
51,763
59,889
44,049
10,838
170,694
1,388
A reconciliation of the beginning and end amounts of unrecognized tax benefits is as follows:
Unrecognized tax benefits at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Increases related to current tax positions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increases related to prior year tax positions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decreases related to prior year tax positions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation (decreases) increases to prior year tax positions . . . . . . . . . . . . .
Decreases relating to taxing authority settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decreases resulting from a lapse of the applicable statute of limitations. . . . . . . . . . . . . . . . . .
Unrecognized tax benefits at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2014
2013
18,848
$
990
1,944
—
(926)
(1,886)
(2,106)
16,864
$
17,780
2,024
1,137
(362)
101
(393)
(1,439)
18,848
Included in the balance of unrecognized tax benefits at December 31, 2014 and 2013 were $13.6
million and $15.5 million, respectively, of tax benefits that if recognized would reduce the Company’s
effective tax rate. The Company recognizes accrued amounts of interest and penalties related to its
uncertain tax positions as part of its income tax expense within its consolidated statement of operations.
The amount of accrued interest and penalties included within other non-current liabilities within the
Company’s consolidated balance sheet as of both December 31, 2014 and 2013 was $1.6 million.
The Company believes that it is reasonably possible that the unrecognized tax benefit balance could
change over the next twelve months, primarily related to potential disputes raised by the taxing authorities
over income and expense recognition. The Company does not expect a change would have a material
impact on its financial position, results of operations, or cash flows.
The Company has recorded valuation allowances related to certain of its deferred income tax assets
due to the uncertainty of the ultimate realization of future benefits from such assets. The potential
F - 31
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
decrease or increase of the valuation allowance in the near term is dependent on the future ability of the
Company to realize the deferred tax assets that are affected by the future profitability of operations in
various worldwide jurisdictions. The $4.6 million and $8.5 million increases in the total valuation
allowance during 2014 and 2013, respectively, are primarily attributable to changes in the foreign tax
credit carryforward and foreign currency fluctuation.
The deferred tax assets and valuation allowance as of December 31, 2014 do not include certain
deferred tax assets that arose directly from (or the use of which was postponed by) tax deductions related
to equity compensation in excess of compensation expense recorded. Shareholders' equity will be
increased by $51.8 million if and when such tax assets are ultimately realized.
At December 31, 2014, the Company has various U.S. state net operating losses and various foreign
net operating losses that have various expiration periods.
The Company plans to repatriate earnings from China, Switzerland, Germany, the United Kingdom,
and certain other countries in future years and believes that there will be no additional cost associated with
the repatriation of such foreign earnings other than withholding taxes. All other undistributed earnings are
considered to be permanently reinvested.
As of December 31, 2014, the major jurisdictions for which the Company is subject to examinations
are Germany for years after 2011, the United States after 2011, France after 2010, Switzerland after 2010,
the United Kingdom after 2012, and China after 2011. Additionally, the Company is currently under
examination in various taxing jurisdictions in which it conducts business operations. While the Company
has not yet received any material assessments from these taxing authorities, the Company believes that
adequate amounts of taxes and related interest and penalties have been provided for any adverse
adjustments as a result of these examinations and that the ultimate outcome of these examinations will not
result in a material impact on the Company’s consolidated results of operations or financial position.
13. RESTRUCTURING CHARGES
During the past few years, we initiated additional cost reduction measures in response to global
economic conditions. For the years ended December 31, 2014 and 2013, we have incurred $5.9 million
and $19.8 million, respectively, of restructuring expenses which primarily comprise employee related
costs. Liabilities related to restructuring activities are included in accrued and other liabilities in the
consolidated balance sheet.
A rollforward of the Company’s accrual for restructuring activities for the years ended December 31,
2014 and 2013 is as follows:
Employee
Related
Other
Total
(cid:7)
Balance at December 31, 2012 . . . . . . . . . . . . . . . . . . . . . .
Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash payments / utilization . . . . . . . . . . . . . . . . . . . . . . . . .
Impact of foreign currency . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2013 . . . . . . . . . . . . . . . . . . . . . .
Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash payments / utilization . . . . . . . . . . . . . . . . . . . . . . . . .
Impact of foreign currency . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . $
11,655
$
290
$
15,196
(14,156)
359
13,054
4,669
(8,297)
(1,007)
8,419
4,634
(4,793)
—
131
1,246
(1,360)
—
$
17
$
11,945
19,830
(18,949)
359
13,185
5,915
(9,657)
(1,007)
8,436
F - 32
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
14. OTHER CHARGES (INCOME), NET
Other charges (income), net consists primarily of (gains) losses from foreign currency transactions,
interest income and other items.
15.
COMMITMENTS AND CONTINGENCIES
Operating Leases
The Company leases certain of its facilities and equipment under operating leases. The future
minimum lease payments under non-cancelable operating leases are as follows at December 31, 2014:
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30,745
24,739
15,620
10,827
8,010
13,595
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
103,536
Rent expense for operating leases amounted to $34.9 million, $37.0 million, and $36.7 million for the
years ended December 31, 2014, 2013, and 2012, respectively.
Legal
The Company is party to various legal proceedings, including certain environmental matters,
incidental to the normal course of business. Management does not expect that any of such proceedings
will have a material adverse effect on the Company’s financial condition, results of operations, or cash
flows.
16.
SEGMENT REPORTING
The Company has five reportable segments: U.S. Operations, Swiss Operations, Western European
Operations, Chinese Operations, and Other. U.S. Operations represent certain of the Company’s marketing
and producing organizations located in the United States. Western European Operations include the
Company’s marketing and producing organizations in Western Europe, excluding operations located in
Switzerland. Swiss Operations include marketing and producing organizations located in Switzerland as
well as extensive R&D operations that are responsible for the development, production, and marketing of
precision instruments, including weighing, analytical, and measurement technologies for use in a variety
of laboratory and industrial applications. Chinese Operations represent the Company’s marketing and
producing organizations located in China. The Company’s market organizations are geographically
focused and are responsible for all aspects of the Company’s sales and service. Operating segments that
exist outside these reportable segments are included in Other.
The accounting policies of the operating segments are the same as those described in the summary of
significant accounting policies. The Company evaluates performance based on segment profit for segment
reporting (gross profit less research and development and selling, general, and administrative expenses,
before amortization, interest expense, restructuring charges, other charges (income), net, and taxes). Inter-
F - 33
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
segment sales and transfers are priced to reflect consideration of market conditions and the regulations of
the countries in which the transferring entities are located.
The following tables show the operations of the Company’s operating segments:
For the Year Ended
December 31, 2014
Net Sales to
External
Customers
Net Sales to
Other
Segments
Total Net
Sales
Segment
Profit
Depreciation
Total Assets
Purchase of
Property,
Plant
and
Equipment
Goodwill
U.S. Operations. . . . . . . .
$
755,922
$
90,463
$
846,385
$
134,045
$
6,068
$ 1,294,037
$
(6,627) $
308,861
Swiss Operations. . . . . . .
137,231
461,171
598,402
170,764
6,621
1,018,941
(6,567)
21,873
Western European
Operations . . . . . . . . . . . .
Chinese Operations . . . . .
Other(a). . . . . . . . . . . . . . .
Eliminations and
Corporate(b) . . . . . . . . . . .
Total . . . . . . . . . . . . . . . .
713,318
415,474
464,038
124,349
155,690
7,527
837,667
571,164
471,565
120,659
132,521
52,461
4,422
6,746
2,820
1,061,455
816,801
261,036
(5,581)
(19,793)
(3,315)
99,341
740
13,270
—
(839,200)
(839,200)
(103,579)
6,940
(2,443,160)
(47,505)
—
$ 2,485,983
$
— $ 2,485,983
$
506,871
$
33,617
$ 2,009,110
$
(89,388) $
444,085
For the Year Ended
December 31, 2013
Net Sales to
External
Customers
Net Sales to
Other
Segments
Total Net
Sales
Segment
Profit
Depreciation
Total Assets
Purchase of
Property,
Plant
and
Equipment
Goodwill
U.S. Operations. . . . . . . .
$
718,671
$
83,182
$
801,853
$
137,837
$
6,223
$ 1,242,501
$
(6,297) $
307,933
Swiss Operations. . . . . . .
132,240
435,904
568,144
147,990
6,576
1,090,353
(6,801)
24,288
Western European
Operations . . . . . . . . . . . .
Chinese Operations . . . . .
Other(a). . . . . . . . . . . . . . .
Eliminations and
Corporate(b) . . . . . . . . . . .
Total . . . . . . . . . . . . . . . .
674,278
407,131
446,652
112,049
149,084
6,308
786,327
556,215
452,960
111,951
122,214
49,673
4,708
6,527
2,694
1,059,525
731,650
257,141
(6,096)
(6,200)
(7,172)
108,662
746
14,213
—
(786,527)
(786,527)
(96,773)
8,037
(2,228,351)
(49,783)
—
$ 2,378,972
$
— $ 2,378,972
$
472,892
$
34,765
$ 2,152,819
$
(82,349) $
455,842
For the Year Ended
December 31, 2012
Net Sales to
External
Customers
Net Sales to
Other
Segments
Total Net
Sales
Segment
Profit
Depreciation
Total Assets
Purchase of
Property,
Plant
and
Equipment
Goodwill
U.S. Operations. . . . . . . .
$
697,956
$
80,164
$
778,120
$
138,894
$
5,799
$ 1,128,902
$
(10,988) $
307,933
Swiss Operations. . . . . . .
124,362
406,485
530,847
127,011
7,194
922,620
(5,529)
23,684
Western European
Operations . . . . . . . . . . . .
Chinese Operations . . . . .
Other(a). . . . . . . . . . . . . . .
Eliminations and
Corporate(b) . . . . . . . . . . .
Total . . . . . . . . . . . . . . . .
644,361
432,255
442,594
101,952
123,669
5,133
746,313
555,924
447,727
95,523
125,217
48,857
4,947
5,567
2,653
975,174
631,075
237,232
(5,504)
(9,872)
(5,542)
105,522
717
14,495
—
(717,403)
(717,403)
(91,003)
7,261
(1,872,715)
(58,153)
—
$ 2,341,528
$
— $ 2,341,528
$
444,499
$
33,421
$ 2,022,288
$
(95,588) $
452,351
_______________________________________
(a) Other includes reporting units in Eastern Europe, Latin America, Southeast Asia, and other countries.
(b) Eliminations and Corporate includes the elimination of inter-segment transactions as well as certain corporate expenses
and intercompany investments, which are not included in the Company’s operating segments.
F - 34
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
A reconciliation of earnings before taxes to segment profit follows:
Earnings before taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other charges (income), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Segment profit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2014
2013
2012
445,004
$
402,709
$
382,601
29,185
24,537
5,915
2,230
24,539
22,711
19,830
3,103
21,357
22,764
16,687
1,090
506,871
$
472,892
$
444,499
During 2014, restructuring charges of $5.9 million were recognized, of which $2.0 million, $1.3
million, $0.7 million, $1.2 million, and $0.7 million relate to the Company’s U.S., Swiss, Western
European, Chinese, and Other Operations, respectively. Restructuring charges of $19.8 million were
recognized in 2013, of which $1.7 million, $8.0 million, $7.7 million, $2.0 million, and $0.4 million relate
to the Company's U.S., Swiss, Western European, Chinese, and Other Operations, respectively.
The Company sells precision instruments, including weighing instruments and certain analytical and
measurement technologies, and related services to a variety of customers and industries. None of these
customers account for more than 1% of net sales. Service revenues are primarily derived from repair and
other services including regulatory compliance qualification, calibration, certification, and preventative
maintenance.
A breakdown of the Company's sales by product category for the years ended December 31 follows:
Laboratory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,161,207
$
1,100,632
$
1,071,299
1,107,606
217,170
1,065,605
212,735
1,063,653
206,576
2,485,983
$
2,378,972
$
2,341,528
2014
2013
2012
F - 35
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
In certain circumstances, our operating segments sell directly into other geographies. A breakdown
of net sales to external customers by geographic customer destination and property, plant, and equipment,
net for the years ended December 31 follows:
United States . . . . . . . . . . . . . . . . . . . . . . $
Other Americas . . . . . . . . . . . . . . . . . . . .
Total Americas. . . . . . . . . . . . . . . . . . . . .
Germany. . . . . . . . . . . . . . . . . . . . . . . . . .
France. . . . . . . . . . . . . . . . . . . . . . . . . . . .
United Kingdom. . . . . . . . . . . . . . . . . . . .
Switzerland . . . . . . . . . . . . . . . . . . . . . . .
Other Europe . . . . . . . . . . . . . . . . . . . . . .
Total Europe. . . . . . . . . . . . . . . . . . . . . . .
China . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rest of World. . . . . . . . . . . . . . . . . . . . . .
Total Asia/Rest of World . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2014
Net Sales
2013
Property, Plant, and
Equipment, Net
2012
2014
2013
708,293
$
665,365
$
643,902
$
128,125
$
133,323
166,150
874,443
204,747
127,363
77,271
71,347
398,645
879,373
404,293
327,874
732,167
167,647
833,012
195,521
122,658
65,922
74,574
377,353
836,028
396,620
313,312
709,932
161,853
805,755
183,859
123,007
62,389
65,430
355,266
789,951
422,894
322,928
745,822
4,110
132,235
32,984
5,802
6,112
235,593
6,983
287,474
83,412
8,341
91,753
4,831
138,154
29,008
6,737
6,001
243,697
7,936
293,379
74,546
8,359
82,905
2,485,983
$
2,378,972
$
2,341,528
$
511,462
$
514,438
F - 36
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
17. QUARTERLY FINANCIAL DATA (UNAUDITED)
Quarterly financial data for the years ended December 31, 2014 and 2013 are as follows:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
2014
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Basic earnings per common share:
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Weighted average number of common shares . . .
Diluted earnings per common share:
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Weighted average number of common and
common equivalent shares . . . . . . . . . . . . . . . . . .
Market price per share:
High . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Low. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2013
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Basic earnings per common share:
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Weighted average number of common shares . . .
Diluted earnings per common share:
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Weighted average number of common and
common equivalent shares . . . . . . . . . . . . . . . . . .
Market price per share:
550,621
292,641
58,051
1.98
$
$
$
608,834
328,176
74,022
2.55
$
$
$
629,100
343,551
84,996
2.96
$
$
$
697,428
394,382
121,172
4.27
29,370,232
29,074,695
28,732,152
28,398,579
1.93
$
2.49
$
2.89
$
4.17
30,088,245
29,750,815
29,408,614
29,045,269
255.85
231.19
524,355
279,158
52,544
1.73
$
$
$
$
$
253.18
223.80
578,680
308,843
69,062
2.29
$
$
$
$
$
272.84
249.99
591,687
318,573
74,326
2.49
$
$
$
$
$
305.89
233.85
684,250
375,357
110,162
3.72
30,299,569
30,119,889
29,818,218
29,596,949
1.69
$
2.24
$
2.43
$
3.63
31,101,979
30,849,934
30,579,954
30,366,603
High . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Low. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
221.56
196.72
$
$
228.00
197.91
$
$
242.56
205.55
$
$
253.27
233.71
F - 37
Schedule II — Valuation and Qualifying Accounts (in thousands)
Column A
Column B
Column C
Additions
Column D
Column E
Description
Balance at the
Beginning of
Period
(1)
Charged to
Costs and
Expenses
(2)
Charged to
Other Accounts
-Deductions-
Balance at End
of Period
Note (A)
Note (B)
Accounts receivable — allowance
for doubtful accounts:
Year ended December 31, 2014
Year ended December 31, 2013
Year ended December 31, 2012
Deferred tax valuation allowance:
Year ended December 31, 2014
Year ended December 31, 2013
Year ended December 31, 2012
$
$
$
$
$
$
_______________________________________
Note (A)
14,856
14,120
12,317
31,697
23,177
34,738
$
$
$
$
$
$
2,453
1,775
2,106
$
$
$
— $
— $
— $
(784) $
$
115
267
5,191
10,131
4,764
$
$
$
$
564
1,154
570
625
1,611
16,325
$
$
$
$
$
$
15,961
14,856
14,120
36,263
31,697
23,177
For accounts receivable, amounts comprise currency translation adjustments.
For deferred tax valuation allowance in 2014, 2013, and 2012, amounts relate primarily to changes in foreign tax credit
carryforwards and foreign currency differences recorded through other comprehensive income.
Note (B)
For accounts receivable, amounts represent excess of uncollectible balances written off over recoveries of accounts
previously written off.
For deferred tax valuation allowance, the decrease in 2014 and 2013 relates primarily to decreases in foreign tax loss
carryforwards, while in 2012 the reduction relates primarily to a decrease of recorded foreign tax credit and research and
development tax credits.
S-1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (333-159171) and
Form S-8 (Nos. 333-118260, 333-104083, 333-31636 and 333-190181) of Mettler-Toledo International Inc. of our report dated
February 6, 2015 relating to the financial statements, financial statement schedule and the effectiveness of internal control over
financial reporting, which appears in this Form 10-K.
EXHIBIT 23.1
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Columbus, Ohio
February 6, 2015
EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Olivier A. Filliol, certify that:
1. I have reviewed this annual report on Form 10-K of Mettler-Toledo International Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize
and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
Date: February 6, 2015
/s/ Olivier A. Filliol
Olivier A. Filliol
Chief Executive Officer
EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, William P. Donnelly, certify that:
1. I have reviewed this annual report on Form 10-K of Mettler-Toledo International Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize
and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
Date: February 6, 2015
/s/ William P. Donnelly
William P. Donnelly
Executive Vice President (Principal Financial Officer)
EXHIBIT 31.3
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Shawn P. Vadala, certify that:
1. I have reviewed this annual report on Form 10-K of Mettler-Toledo International Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize
and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
Date: February 6, 2015
/s/ Shawn P. Vadala
Shawn P. Vadala
Chief Financial Officer (Principal Accounting Officer)
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of
Title 18, United States Code), each of the undersigned officers of Mettler-Toledo International Inc. (the “Company”) does
hereby certify, to such officer’s knowledge, that:
This annual report on Form 10-K for the period ending December 31, 2014 fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in this report fairly presents, in all
material respects, the financial condition and results of operations of the Company.
EXHIBIT 32
/s/ Olivier A. Filliol
Olivier A. Filliol
Chief Executive Officer
/s/ William P. Donnelly
William P. Donnelly
Executive Vice President (Principal Financial Officer)
/s/ Shawn P. Vadala
Chief Financial Officer (Principal Accounting Officer)
Shawn P. Vadala
Date: February 6, 2015
is a leading global supplier of precision instruments and services.
is a leading global supplier of precision instruments and services.
We have strong leadership positions in all of our businesses and
We have strong leadership positions in all of our businesses and
believe we hold global number-one market positions in a majority of
believe we hold global number-one market positions in a majority of
them. Specifically, we are the largest provider of weighing instruments
them. Specifically, we are the largest provider of weighing instruments
for use in laboratory, industrial and food retailing applications. We
for use in laboratory, industrial and food retailing applications. We
are also a leader in analytical instruments, reaction engineering and
are also a leader in analytical instruments, reaction engineering and
real-time analytic systems, process analytics instruments and end-
real-time analytic systems, process analytics instruments and end-
of-line product inspection systems. Our solutions are critical in key
of-line product inspection systems. Our solutions are critical in key
R&D, quality control and manufacturing processes for customers in a
R&D, quality control and manufacturing processes for customers in a
wide range of industries. Our global sales and service network is one
wide range of industries. Our global sales and service network is one
of the most extensive in the industry. We have subsidiaries and sales
of the most extensive in the industry. We have subsidiaries and sales
and service operations in 38 countries, with principal manufacturing
and service operations in 38 countries, with principal manufacturing
sites located in Switzerland, the United States, China, Germany and
sites located in Switzerland, the United States, China, Germany and
the United Kingdom.
the United Kingdom.
Sales
Sales
$2.486 billion
Gross Margin
Gross Margin
54.7%
Earnings per Share
Earnings per Share
$11.44
Operating Cash Flow
Operating Cash Flow
$419 million
Workforce
13,100
On the cover: Our New Classic precision balances feature a
On the cover: Our New Classic precision balances feature a
large, intuitive touchscreen interface while maintaining a compact
large, intuitive touchscreen interface while maintaining a compact
size. METTLER TOLEDO is a global leader in balances for
size. METTLER TOLEDO is a global leader in balances for
laboratory applications.
laboratory applications.
Portions of this report may contain “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are subject to risks and uncertainties that could cause actual events or results to differ materially from those expressed in or implied by the
statements. Further information concerning issues that could materially affect financial performance is contained in the “Forward-Looking Statements
Disclaimer” and “Factors Affecting Our Future Operating Results” sections of the 10-K.
Corporate Information
Officers
Olivier A. Filliol
President and
Chief Executive Officer
Board of Directors
Thomas Caratsch
Laboratory
Marc de La Guéronnière
Europe and North America
William P. Donnelly
Finance, IT and Supply Chain
Michael Heidingsfelder
Industrial
Simon Kirk
Product Inspection
Christian Magloth
Human Resources
Waldemar Rauch
Process Analytics
Richard Wong
Asia / Pacific
Corporate Offices
Mettler-Toledo International Inc.
1900 Polaris Parkway
Columbus, Ohio 43240-4035
Phone 614-438-4511
Im Langacher 44
CH-8606 Greifensee, Switzerland
Phone +41-44-944 22 11
www.mt.com
Transfer Agent and Registrar
Computershare Shareowner Services LLC acts
as primary Transfer Agent and Registrar for
the Company. Questions should be sent to:
Computershare
P.O. Box 30170
College Station, TX 77845-3170
Phone 866-322-7862
www.computershare.com/investor
Shareholders
The Company estimates it has approximately
34,700 shareholders.
Annual Meeting
The annual meeting of shareholders will
be held at 8:00 a.m. on Thursday, May 7,
2015 at the offices of Fried, Frank, Harris,
Shriver & Jacobson LLP at 375 Park Avenue,
New York, NY. A notice of the meeting,
together with a form of proxy and a proxy
statement, will be mailed to shareholders
on or about March 16, 2015.
Investor Relations
Direct requests for information to:
Mary T. Finnegan
Treasurer / Investor Relations
1900 Polaris Parkway
Columbus, Ohio 43240-4035
Phone 614-438-4748
Fax
614-438-4646
mary.finnegan@mt.com
Robert F. Spoerry
Chairman of the Board
Director since 1996
Wah-Hui Chu
Retired Non-Executive
Chairman – Asia,
PepsiCo International
Director since 2007
Francis A. Contino
Retired Executive Vice President –
Strategic Planning
and Chief Financial Officer,
McCormick & Company, Inc.
Director since 2004
Olivier A. Filliol
President and Chief Executive Officer
Director since 2009
Michael A. Kelly
Executive Vice President –
Electronics and Energy,
3M Company
Director since 2008
Martin D. Madaus*
Chairman and Chief Executive Officer,
Ortho-Clinical Diagnostics, Inc.
Director since 2009
Hans Ulrich Märki
Retired Chairman,
IBM Europe / Middle East / Africa
Director since 2002
George M. Milne, Jr.
Retired Executive Vice President,
Pfizer Global R&D,
Retired President, Worldwide Strategic
and Operations Management,
Pfizer Inc.
Director since 1999
Thomas P. Salice
Co-Founder and Managing Member,
SFW Capital Partners, LLC
Director since 1996
* Retiring from Board effective May 7, 2015
Annual Report
2014
www.mt.com
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