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(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2016
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OR
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||
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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13-3668641
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of Each Class
|
|
Name of Each Exchange on Which Registered
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Common Stock, $0.01 par value
|
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New York Stock Exchange
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Preferred Stock Purchase Rights
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New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Document
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Part of Form 10-K Into Which Incorporated
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Certain Sections of the Proxy Statement for 2016
|
|
Part III
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Annual Meeting of Shareholders
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Page
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||
EX-21
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EX-23.1
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EX-31.1
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EX-31.2
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||
EX-31.3
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||
EX-32
|
||
EX-101 INSTANCE DOCUMENT
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||
EX-101 SCHEMA DOCUMENT
|
||
EX-101 CALCULATION LINKBASE DOCUMENT
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||
EX-101 LABELS LINKBASE DOCUMENT
|
||
EX-101 PRESENTATION LINKBASE DOCUMENT
|
||
EX-101 DEFINITION LINKBASE DOCUMENT
|
Item 1.
|
Business
|
•
|
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.
|
•
|
Corporate Governance Guidelines
|
•
|
Audit Committee Charter
|
•
|
Compensation Committee Charter
|
•
|
Nominating and Corporate Governance Committee Charter
|
•
|
Code of Conduct
|
•
|
Sustainability Report
|
Item 1A.
|
Risk Factors
|
•
|
local tariffs and trade barriers;
|
•
|
countries may revise or alter their respective legal and regulatory requirements;
|
•
|
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
$103 million
of cash at
December 31, 2016
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.
|
•
|
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.
|
•
|
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;
|
•
|
our estimated income tax expense; and
|
•
|
rates for currency exchange, particularly between the Swiss franc and the euro.
|
•
|
our ability to implement our business strategy;
|
•
|
our ability to implement price increases as forecasted;
|
•
|
the effectiveness of our sales and marketing programs such as our Spinnaker and market penetration and Field Turbo initiatives;
|
•
|
the effectiveness of our programs to improve our service business, including growth, globalization and productivity initiatives;
|
•
|
our ability to develop and deliver innovative products and services;
|
•
|
the continued growth of our sales in emerging markets; and
|
•
|
the effectiveness of productivity and cost saving initiatives.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Location
|
|
Owned/Leased
|
|
Business Segment
|
|
|
|
|
|
Europe:
|
|
|
|
|
Greifensee/Nanikon, Switzerland
|
|
Owned
|
|
Swiss Operations
|
Uznach, Switzerland
|
|
Owned
|
|
Swiss Operations
|
Urdorf, Switzerland
|
|
Owned
|
|
Swiss Operations
|
Schwerzenbach, Switzerland
|
|
Leased
|
|
Swiss Operations
|
Manchester, England
|
|
Leased
|
|
Western European Operations
|
Royston, England
|
|
Owned
|
|
Western European Operations
|
Salford, England
|
|
Leased
|
|
Western European Operations
|
Viroflay, France (two facilities)
|
|
Building Owned
|
|
Western European Operations
|
|
|
Building Leased
|
|
|
Albstadt, Germany
|
|
Owned
|
|
Western European Operations
|
Giessen, (Hesse) Germany
|
|
Owned
|
|
Western European Operations
|
Giesen, (Lower Saxony) Germany
|
|
Owned
|
|
Western European Operations
|
Warsaw, Poland
|
|
Leased
|
|
Other Operations
|
Americas:
|
|
|
|
|
Columbus, Ohio
|
|
Leased
|
|
U.S. Operations
|
Worthington, Ohio (two facilities)
|
|
Owned
|
|
U.S. Operations
|
Oakland, California
|
|
Owned
|
|
U.S. Operations
|
Billerica, Massachusetts
|
|
Leased
|
|
U.S. Operations
|
Ithaca, New York
|
|
Owned
|
|
U.S. Operations
|
Tampa, Florida
|
|
Leased
|
|
U.S. Operations
|
Thorofare, New Jersey
|
|
Owned
|
|
U.S. Operations
|
Other:
|
|
|
|
|
Shanghai, China (two facilities)
|
|
Buildings Owned;
|
|
Chinese Operations
|
|
|
Land Leased
|
|
|
Changzhou, China (two facilities)
|
|
Buildings Owned;
|
|
Chinese Operations
|
|
|
Land Leased
|
|
|
ChengDu, China
|
|
Buildings Owned;
|
|
Chinese Operations
|
|
|
Land Leased
|
|
|
Mumbai, India (three facilities)
|
|
Leased
|
|
Other Operations
|
Item 3.
|
Legal Proceedings
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
|
|
Common Stock Price
Range
|
||||||
|
High
|
|
Low
|
||||
2016
|
|
|
|
|
|
||
Fourth Quarter
|
$
|
429.91
|
|
|
$
|
397.73
|
|
Third Quarter
|
$
|
419.83
|
|
|
$
|
363.19
|
|
Second Quarter
|
$
|
385.50
|
|
|
$
|
347.76
|
|
First Quarter
|
$
|
347.09
|
|
|
$
|
298.14
|
|
2015
|
|
|
|
|
|
||
Fourth Quarter
|
$
|
345.75
|
|
|
$
|
283.27
|
|
Third Quarter
|
$
|
346.92
|
|
|
$
|
277.62
|
|
Second Quarter
|
$
|
343.44
|
|
|
$
|
317.01
|
|
First Quarter
|
$
|
331.84
|
|
|
$
|
289.09
|
|
|
|
Total Number of
Shares Purchased
|
|
Average Price Paid
per Share
|
|
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
|
||||||
Period
|
|
|
|
|
||||||||||
October 1 to October 31, 2016
|
|
91,077
|
|
|
$
|
411.75
|
|
|
91,077
|
|
|
$
|
1,070,914
|
|
November 1 to November 30, 2016
|
|
105,291
|
|
|
415.47
|
|
|
105,291
|
|
|
1,027,167
|
|
||
December 1 to December 31, 2016
|
|
104,064
|
|
|
420.37
|
|
|
104,064
|
|
|
983,419
|
|
||
Total
|
|
300,432
|
|
|
$
|
416.04
|
|
|
300,432
|
|
|
$
|
983,419
|
|
Item 6.
|
Selected Financial Data
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
$
|
2,508,257
|
|
|
$
|
2,395,447
|
|
|
$
|
2,485,983
|
|
|
$
|
2,378,972
|
|
|
$
|
2,341,528
|
|
Cost of sales
|
1,072,670
|
|
|
1,043,454
|
|
|
1,127,233
|
|
|
1,097,041
|
|
|
1,100,473
|
|
|||||
Gross profit
|
1,435,587
|
|
|
1,351,993
|
|
|
1,358,750
|
|
|
1,281,931
|
|
|
1,241,055
|
|
|||||
Research and development
|
119,968
|
|
|
119,076
|
|
|
123,297
|
|
|
116,346
|
|
|
112,530
|
|
|||||
Selling, general, and administrative
|
732,622
|
|
|
700,810
|
|
|
728,582
|
|
|
692,693
|
|
|
684,026
|
|
|||||
Amortization
|
36,052
|
|
|
30,951
|
|
|
29,185
|
|
|
24,539
|
|
|
21,357
|
|
|||||
Interest expense
|
28,026
|
|
|
27,451
|
|
|
24,537
|
|
|
22,711
|
|
|
22,764
|
|
|||||
Restructuring charges
(a)
|
6,235
|
|
|
11,148
|
|
|
5,915
|
|
|
19,830
|
|
|
16,687
|
|
|||||
Other charges (income), net
(b)
|
8,491
|
|
|
(867
|
)
|
|
2,230
|
|
|
3,103
|
|
|
1,090
|
|
|||||
Earnings before taxes
|
504,193
|
|
|
463,424
|
|
|
445,004
|
|
|
402,709
|
|
|
382,601
|
|
|||||
Provision for taxes
|
119,823
|
|
|
110,604
|
|
|
106,763
|
|
|
96,615
|
|
|
91,754
|
|
|||||
Net earnings
|
$
|
384,370
|
|
|
$
|
352,820
|
|
|
$
|
338,241
|
|
|
$
|
306,094
|
|
|
$
|
290,847
|
|
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net earnings
|
$
|
14.49
|
|
|
$
|
12.75
|
|
|
$
|
11.71
|
|
|
$
|
10.22
|
|
|
$
|
9.37
|
|
Weighted average number of common shares
|
26,517,768
|
|
|
27,680,918
|
|
|
28,890,771
|
|
|
29,945,954
|
|
|
31,044,532
|
|
|||||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net earnings
|
$
|
14.22
|
|
|
$
|
12.48
|
|
|
$
|
11.44
|
|
|
$
|
9.96
|
|
|
$
|
9.14
|
|
Weighted average number of common and common equivalent shares
|
27,023,905
|
|
|
28,269,615
|
|
|
29,571,308
|
|
|
30,728,482
|
|
|
31,824,077
|
|
|||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
158,674
|
|
|
$
|
98,887
|
|
|
$
|
85,263
|
|
|
$
|
111,874
|
|
|
$
|
101,702
|
|
Working capital
(c)(d)
|
169,569
|
|
|
152,721
|
|
|
172,380
|
|
|
225,551
|
|
|
211,768
|
|
|||||
Total assets
(d)
|
2,166,777
|
|
|
1,959,335
|
|
|
1,973,532
|
|
|
2,120,755
|
|
|
2,006,009
|
|
|||||
Long-term debt
(d)
|
875,056
|
|
|
575,138
|
|
|
334,134
|
|
|
395,102
|
|
|
346,503
|
|
|||||
Other non-current liabilities
(e)
|
204,957
|
|
|
194,552
|
|
|
218,108
|
|
|
193,170
|
|
|
240,886
|
|
|||||
Shareholders’ equity
(f)
|
434,943
|
|
|
580,457
|
|
|
719,595
|
|
|
935,052
|
|
|
827,219
|
|
(a)
|
Restructuring charges primarily relate to our global cost reduction programs. See Note 14 to the audited consolidated financial statements.
|
(b)
|
Other charges (income), net consists primarily of interest income, (gains) losses from foreign currency transactions and hedging activity, interest income, and other items. Other charges (income), net for 2016 also includes a one-time non-cash pension settlement charge of $8.2 million related to a lump sum offering to former employees of our U.S. pension plan, and acquisition transaction costs of $1.1 million.
|
(c)
|
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.
|
(d)
|
Certain reclassifications have been made to prior year amounts to conform to the current year presentation.
|
(e)
|
Other non-current liabilities consist of pension and other post-retirement liabilities, plus certain other non-current liabilities. See Note 12 to the audited consolidated financial statements for pension and other post-retirement disclosures.
|
(f)
|
No dividends were paid during the five-year period ended
December 31, 2016
.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
2016
|
|
2015
|
|
2014
|
|
Increase
(Decrease) in % 2016 vs. 2015 |
|
Increase
(Decrease) in % 2015 vs. 2014 |
||||||
Net sales
|
$
|
958,542
|
|
|
$
|
913,842
|
|
|
$
|
847,706
|
|
|
5%
|
|
8%
|
Net sales to external customers
|
$
|
867,962
|
|
|
$
|
826,354
|
|
|
$
|
757,243
|
|
|
5%
|
|
9%
|
Segment profit
|
$
|
161,539
|
|
|
$
|
147,491
|
|
|
$
|
123,278
|
|
|
10%
|
|
20%
|
|
2016
|
|
2015
|
|
2014
|
|
Increase
(Decrease) in % (1) 2016 vs. 2015 |
|
Increase
(Decrease) in % (1) 2015 vs. 2014 |
||||||
Net sales
|
$
|
655,657
|
|
|
$
|
632,326
|
|
|
$
|
687,541
|
|
|
4%
|
|
(8)%
|
Net sales to external customers
|
$
|
130,674
|
|
|
$
|
133,684
|
|
|
$
|
137,756
|
|
|
(2)%
|
|
(3)%
|
Segment profit
|
$
|
163,663
|
|
|
$
|
160,763
|
|
|
$
|
149,987
|
|
|
2%
|
|
7%
|
(1)
|
Represents U.S. dollar growth for net sales and segment profit.
|
|
2016
|
|
2015
|
|
2014
|
|
Increase
(Decrease) in % (1) 2016 vs. 2015 |
|
Increase
(Decrease) in % (1) 2015 vs. 2014 |
||||||
Net sales
|
$
|
817,059
|
|
|
$
|
785,660
|
|
|
$
|
903,052
|
|
|
4%
|
|
(13)%
|
Net sales to external customers
|
$
|
640,558
|
|
|
$
|
620,128
|
|
|
$
|
708,755
|
|
|
3%
|
|
(13)%
|
Segment profit
|
$
|
123,507
|
|
|
$
|
107,424
|
|
|
$
|
119,603
|
|
|
15%
|
|
(10)%
|
(1)
|
Represents U.S. dollar growth for net sales and segment profit.
|
|
2016
|
|
2015
|
|
2014
|
|
Increase
(Decrease) in % (1) 2016 vs. 2015 |
|
Increase
(Decrease) in % (1) 2015 vs. 2014 |
||||||
Net sales
|
$
|
606,307
|
|
|
$
|
591,178
|
|
|
$
|
579,557
|
|
|
3%
|
|
2%
|
Net sales to external customers
|
$
|
386,541
|
|
|
$
|
376,291
|
|
|
$
|
415,474
|
|
|
3%
|
|
(9)%
|
Segment profit
|
$
|
187,924
|
|
|
$
|
165,532
|
|
|
$
|
163,832
|
|
|
14%
|
|
1%
|
(1)
|
Represents U.S. dollar growth for net sales and segment profit.
|
|
2016
|
|
2015
|
|
2014
|
|
Increase
(Decrease) in % (1) 2016 vs. 2015 |
|
Increase
(Decrease) in % (1) 2015 vs. 2014 |
||||||
Net sales
|
$
|
490,231
|
|
|
$
|
447,077
|
|
|
$
|
474,282
|
|
|
10%
|
|
(6)%
|
Net sales to external customers
|
$
|
482,522
|
|
|
$
|
438,990
|
|
|
$
|
466,755
|
|
|
10%
|
|
(6)%
|
Segment profit
|
$
|
64,060
|
|
|
$
|
50,821
|
|
|
$
|
52,869
|
|
|
26%
|
|
(4)%
|
(1)
|
Represents U.S. dollar growth for net sales and segment profit.
|
|
U.S. Dollar
|
|
Other Principal
Trading Currencies
|
|
Total
|
||||||
$50 million Senior Notes, interest at 3.67%, due December 17, 2022
|
$
|
50,000
|
|
|
$
|
—
|
|
|
$
|
50,000
|
|
$50 million Senior Notes, interest 4.10%, due September 19, 2023
|
50,000
|
|
|
—
|
|
|
50,000
|
|
|||
$125 million Senior Notes, interest 3.84%, due September 19, 2024
|
125,000
|
|
|
—
|
|
|
125,000
|
|
|||
$125 million Senior Notes, interest 4.24%, due June 25, 2025
|
125,000
|
|
|
—
|
|
|
125,000
|
|
|||
Euro 125 million Senior Notes, interest 1.47%, due June 17, 2030
|
—
|
|
|
131,507
|
|
|
131,507
|
|
|||
Debt issuance costs, net
|
(1,257
|
)
|
|
(385
|
)
|
|
(1,642
|
)
|
|||
Total Senior Notes
|
348,743
|
|
|
131,122
|
|
|
479,865
|
|
|||
$800 million Credit Agreement, interest at LIBOR plus 87.5 basis points
|
338,541
|
|
|
56,650
|
|
|
395,191
|
|
|||
Other local arrangements
|
304
|
|
|
18,670
|
|
|
18,974
|
|
|||
Total debt
|
687,588
|
|
|
206,442
|
|
|
894,030
|
|
|||
Less: current portion
|
(304
|
)
|
|
(18,670
|
)
|
|
(18,974
|
)
|
|||
Total long-term debt
|
$
|
687,284
|
|
|
$
|
187,772
|
|
|
$
|
875,056
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
After 5 Years
|
||||||||||
Short and long-term debt
|
$
|
895,672
|
|
|
$
|
18,974
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
876,698
|
|
Interest on debt
|
189,903
|
|
|
26,383
|
|
|
55,157
|
|
|
55,075
|
|
|
53,288
|
|
|||||
Non-cancelable operating leases
|
111,388
|
|
|
30,177
|
|
|
43,419
|
|
|
23,675
|
|
|
14,117
|
|
|||||
Pension and post-retirement funding
(1)
|
19,501
|
|
|
19,501
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations
|
65,054
|
|
|
61,329
|
|
|
3,725
|
|
|
—
|
|
|
—
|
|
|||||
Total
(1)
|
$
|
1,281,518
|
|
|
$
|
156,364
|
|
|
$
|
102,301
|
|
|
$
|
78,750
|
|
|
$
|
944,103
|
|
(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 income taxes or the timing and amounts beyond
2017
for pension and post-retirement funding.
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers, and Corporate Governance
|
Name
|
|
Age
|
|
Position
|
Olivier A. Filliol
|
|
50
|
|
President and Chief Executive Officer
|
Thomas Caratsch
|
|
58
|
|
Head of Laboratory
|
Marc de La Guéronnière
|
|
53
|
|
Head of European and North American Market Organizations
|
William P. Donnelly
|
|
55
|
|
Executive Vice President
|
Michael Heidingsfelder
|
|
56
|
|
Head of Industrial
|
Simon Kirk
|
|
57
|
|
Head of Product Inspection
|
Christian Magloth
|
|
51
|
|
Head of Human Resources
|
Waldemar Rauch
|
|
54
|
|
Head of Process Analytics
|
Shawn P. Vadala
|
|
48
|
|
Chief Financial Officer
|
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
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
By:
|
/s/ Olivier A. Filliol
|
|
Olivier A. Filliol
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Olivier A. Filliol
|
|
President and Chief Executive Officer
|
Olivier A. Filliol
|
|
|
|
|
|
/s/ William P. Donnelly
|
|
Executive Vice President
|
William P. Donnelly
|
|
(Principal Financial Officer)
|
|
|
|
/s/ Shawn P. Vadala
|
|
Chief Financial Officer
|
Shawn P. Vadala
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ Olivier A. Filliol
|
|
Director
|
Olivier A. Filliol
|
|
|
|
|
|
/s/ Wah-Hui Chu
|
|
Director
|
Wah-Hui Chu
|
|
|
|
|
|
/s/ Francis A. Contino
|
|
Director
|
Francis A. Contino
|
|
|
|
|
|
/s/ Richard Francis
|
|
Director
|
Richard Francis
|
|
|
|
|
|
/s/ Connie L. Harvey
|
|
Director
|
Connie L. Harvey
|
|
|
|
|
|
/s/ Michael A. Kelly
|
|
Director
|
Michael A. Kelly
|
|
|
|
|
|
/s/ Hans Ulrich Maerki
|
|
Director
|
Hans Ulrich Maerki
|
|
|
|
|
|
/s/ Thomas P. Salice
|
|
Director
|
Thomas P. Salice
|
|
|
|
|
|
/s/ Robert F. Spoerry
|
|
Director
|
Robert F. Spoerry
|
|
|
Exhibit
|
|
No.
|
Description
|
3.1
|
Amended and Restated Certificate of Incorporation of the Company
(1)
|
3.2
|
Amended By-laws of the Company, effective as of November 3, 2016
(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 December 17, 2015
(3)
|
10.11
|
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.
(4)
|
10.12
|
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
(5)
|
10.13
|
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.
(6)
|
10.14
|
Note Purchase Agreement dates as of March 31, 2015 by and among Mettler-Toledo International Inc., Metropolitan Life Insurance Company, MetLife Insurance Company USA, OMI MLIC Investments Limited and Massachusetts Mutual Life Insurance Company.
(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)
|
10.23*
|
|
10.24*
|
|
10.25*
|
|
10.26*
|
|
10.27*
|
|
10.28*
|
|
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*
|
|
10.60
|
Form of Tax Equalization Agreement between Messrs. Caratsch, Filliol, Kirk, Magloth, and Spoerry, and Mettler-Toledo International Inc., dated October 10, 2007
(9)
|
10.61
|
Amendment to Employment Agreement between William Donnelly and Mettler-Toledo International, Inc. dated November 3, 2016
(2)
|
21*
|
|
23.1*
|
Exhibit
|
|
No.
|
Description
|
31.1*
|
|
31.2*
|
|
31.3*
|
|
32*
|
|
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)
|
Incorporated by reference to the Company’s Report on Form 10-K dated March 13, 1998
|
(2)
|
Incorporated by reference to the Company’s Report on Form 8-K dated November 8, 2016
|
(3)
|
Incorporated by reference to the Company’s Report on Form 8-K dated December 18, 2015
|
(4)
|
Incorporated by reference to the Company's Report on Form 8-K dated October 16, 2012
|
(5)
|
Incorporated by reference to the Company's Report on Form 8-K dated July 29, 2013
|
(6)
|
Incorporated by reference to the Company's Report on Form 8-K dated July 2, 2014
|
(7)
|
Incorporated by reference to the Company's Report on Form 8-K dated March 31, 2015
|
(8)
|
Incorporated by reference to the Company’s Form DEF 14-A filed March 29, 2004
|
(9)
|
Incorporated by reference to the Company’s Report on Form 10-K dated February 15, 2008
|
(10)
|
Incorporated by reference to the Company's Registration Statement on Form S-8 dated July 26, 2013 (Reg. No. 333-190181)
|
(11)
|
Incorporated by reference to the Company’s Report on Form 10-K dated February 13, 2009
|
(12)
|
Incorporated by reference to the Company's Report on Form 10-K dated February 16, 2010
|
(13)
|
Incorporated by reference to the Company’s Report on Form 8-K dated November 1, 2007
|
(14)
|
Incorporated by reference to the Company’s Report on Form 10-K dated March 4, 2002
|
(15)
|
Incorporated by reference to the Company's Report on Form 10-K dated February 13, 2012
|
(16)
|
Incorporated by reference to the Company's Report on Form 10-K dated February 8, 2013
|
*
|
Filed herewith
|
|
|
|
Page
|
/s/ PricewaterhouseCoopers LLP
|
PricewaterhouseCoopers LLP
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
|
|
|
|
|
|
|
|
|||
Products
|
$
|
1,957,879
|
|
|
$
|
1,865,884
|
|
|
$
|
1,930,497
|
|
Service
|
550,378
|
|
|
529,563
|
|
|
555,486
|
|
|||
Total net sales
|
2,508,257
|
|
|
2,395,447
|
|
|
2,485,983
|
|
|||
Cost of sales
|
|
|
|
|
|
|
|
|
|||
Products
|
767,753
|
|
|
744,867
|
|
|
810,547
|
|
|||
Service
|
304,917
|
|
|
298,587
|
|
|
316,686
|
|
|||
Gross profit
|
1,435,587
|
|
|
1,351,993
|
|
|
1,358,750
|
|
|||
Research and development
|
119,968
|
|
|
119,076
|
|
|
123,297
|
|
|||
Selling, general, and administrative
|
732,622
|
|
|
700,810
|
|
|
728,582
|
|
|||
Amortization
|
36,052
|
|
|
30,951
|
|
|
29,185
|
|
|||
Interest expense
|
28,026
|
|
|
27,451
|
|
|
24,537
|
|
|||
Restructuring charges
|
6,235
|
|
|
11,148
|
|
|
5,915
|
|
|||
Other charges (income), net
|
8,491
|
|
|
(867
|
)
|
|
2,230
|
|
|||
Earnings before taxes
|
504,193
|
|
|
463,424
|
|
|
445,004
|
|
|||
Provision for taxes
|
119,823
|
|
|
110,604
|
|
|
106,763
|
|
|||
Net earnings
|
$
|
384,370
|
|
|
$
|
352,820
|
|
|
$
|
338,241
|
|
|
|
|
|
|
|
||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|||
Net earnings
|
$
|
14.49
|
|
|
$
|
12.75
|
|
|
$
|
11.71
|
|
Weighted average number of common shares
|
26,517,768
|
|
|
27,680,918
|
|
|
28,890,771
|
|
|||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|||
Net earnings
|
$
|
14.22
|
|
|
$
|
12.48
|
|
|
$
|
11.44
|
|
Weighted average number of common and common equivalent shares
|
27,023,905
|
|
|
28,269,615
|
|
|
29,571,308
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
||||||
Net earnings
|
$
|
384,370
|
|
|
$
|
352,820
|
|
|
$
|
338,241
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(57,928
|
)
|
|
(52,434
|
)
|
|
(82,875
|
)
|
|||
Unrealized gains (losses) on cash flow hedging arrangements:
|
|
|
|
|
|
||||||
Unrealized gains (losses)
|
(513
|
)
|
|
13,221
|
|
|
(768
|
)
|
|||
Effective portion of (gains) losses included in net earnings
|
(4,735
|
)
|
|
(8,261
|
)
|
|
1,257
|
|
|||
Defined benefit pension and post-retirement plans:
|
|
|
|
|
|
||||||
Net actuarial gains (losses)
|
(47,788
|
)
|
|
(30,759
|
)
|
|
(106,837
|
)
|
|||
Plan amendments and prior service cost
|
—
|
|
|
9,189
|
|
|
1,607
|
|
|||
Amortization of actuarial (gains) losses and plan amendments and prior service cost
|
16,730
|
|
|
9,509
|
|
|
1,614
|
|
|||
Impact of foreign currency
|
5,885
|
|
|
5,835
|
|
|
8,089
|
|
|||
Total other comprehensive income (loss), net of tax
|
(88,349
|
)
|
|
(53,700
|
)
|
|
(177,913
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive income
|
$
|
296,021
|
|
|
$
|
299,120
|
|
|
$
|
160,328
|
|
|
2016
|
|
2015
|
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
158,674
|
|
|
$
|
98,887
|
|
Trade accounts receivable, less allowances of $14,234 in 2016 and $14,435 in 2015
|
454,988
|
|
|
411,420
|
|
||
Inventories
|
222,047
|
|
|
214,383
|
|
||
Other current assets and prepaid expenses
|
61,075
|
|
|
70,642
|
|
||
Total current assets
|
896,784
|
|
|
795,332
|
|
||
Property, plant, and equipment, net
|
563,707
|
|
|
517,229
|
|
||
Goodwill
|
476,378
|
|
|
446,284
|
|
||
Other intangible assets, net
|
167,055
|
|
|
115,252
|
|
||
Deferred tax assets, net
|
33,951
|
|
|
33,051
|
|
||
Other non-current assets
|
28,902
|
|
|
52,187
|
|
||
Total assets
|
$
|
2,166,777
|
|
|
$
|
1,959,335
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
|
|
||
Trade accounts payable
|
$
|
146,593
|
|
|
$
|
142,075
|
|
Accrued and other liabilities
|
133,167
|
|
|
127,647
|
|
||
Accrued compensation and related items
|
140,461
|
|
|
136,414
|
|
||
Deferred revenue and customer prepayments
|
100,330
|
|
|
88,829
|
|
||
Taxes payable
|
47,990
|
|
|
48,759
|
|
||
Short-term borrowings and current maturities of long-term debt
|
18,974
|
|
|
14,488
|
|
||
Total current liabilities
|
587,515
|
|
|
558,212
|
|
||
Long-term debt
|
875,056
|
|
|
575,138
|
|
||
Deferred tax liabilities, net
|
64,306
|
|
|
50,976
|
|
||
Other non-current liabilities
|
204,957
|
|
|
194,552
|
|
||
Total liabilities
|
1,731,834
|
|
|
1,378,878
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
|
|
||
Shareholders’ equity:
|
|
|
|
|
|
||
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 26,020,234 and 27,090,118 shares at December 31, 2016 and 2015, respectively
|
448
|
|
|
448
|
|
||
Additional paid-in capital
|
730,556
|
|
|
697,570
|
|
||
Treasury stock at cost (18,765,777 and 17,695,893 shares at December 31, 2016 and 2015, respectively)
|
(3,006,771
|
)
|
|
(2,543,229
|
)
|
||
Retained earnings
|
3,065,708
|
|
|
2,692,317
|
|
||
Accumulated other comprehensive income (loss)
|
(354,998
|
)
|
|
(266,649
|
)
|
||
Total shareholders’ equity
|
434,943
|
|
|
580,457
|
|
||
Total liabilities and shareholders’ equity
|
$
|
2,166,777
|
|
|
$
|
1,959,335
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
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
|
|
|
—
|
|
|
—
|
|
|
39,374
|
|
|
(18,327
|
)
|
|
—
|
|
|
21,047
|
|
||||||
Repurchases of common stock
|
(1,617,499
|
)
|
|
—
|
|
|
—
|
|
|
(414,000
|
)
|
|
—
|
|
|
—
|
|
|
(414,000
|
)
|
||||||
Tax benefit resulting from exercise of certain employee stock options
|
—
|
|
|
—
|
|
|
3,557
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,557
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
13,611
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,611
|
|
||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
338,241
|
|
|
—
|
|
|
338,241
|
|
||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(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
|
|
Exercise of stock options and restricted stock units
|
403,908
|
|
|
—
|
|
|
—
|
|
|
47,393
|
|
|
(17,837
|
)
|
|
—
|
|
|
29,556
|
|
||||||
Repurchases of common stock
|
(1,556,797
|
)
|
|