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(Mark One)
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☒
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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, 2019
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OR
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☐
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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
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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MTD
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New York Stock Exchange
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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 2020
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Part III
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Annual Meeting of Shareholders
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Page
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E- 3
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Item 1.
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Business
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•
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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.
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•
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cost reductions, which reduce the manufacturing cost of our products through better overall design and/or improve the ease of serviceability.
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•
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Corporate Governance Guidelines
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•
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Audit Committee Charter
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•
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Compensation Committee Charter
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•
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Nominating and Corporate Governance Committee Charter
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•
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Code of Conduct
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•
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Equal Employment Opportunity Policy
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•
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Business Partner Code of Conduct
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•
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Ethical, Social, and Quality Standards
|
•
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Corporate Responsibility Report
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•
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Environmental Policy
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•
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Political Participation Policy
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•
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Conflict Mineral Report
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•
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Statement on Slavery, Human Trafficking, and Transparency in the Supply Chain
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Item 1A.
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Risk Factors
|
•
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local tariffs and trade barriers;
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•
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countries may add to, revise, or alter their respective legal and regulatory requirements;
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•
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difficulties in staffing and managing local operations and/or mandatory salary increases;
|
•
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credit risks arising from financial difficulties facing local customers and distributors;
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•
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difficulties in protecting intellectual property;
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•
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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 $165.5 million of cash at December 31, 2019 in our Chinese subsidiaries;
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•
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restrictions on investments and/or limitations regarding foreign ownership;
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•
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adverse tax consequences, including tax disputes, imposition or increase of withholding and other taxes on remittances and other payments by subsidiaries;
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•
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the adoption of new or expansion of current travel restrictions or the intensification of trade wars;
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•
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other uncertain local economic, political, and social conditions, including hyper-inflationary conditions or periods of low or no productivity growth; and
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•
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credit tightening or reduction in credit availability for local customers.
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•
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a drop in demand for our products;
|
•
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companies being unable to finance their businesses;
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•
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difficulty in obtaining materials and supplies;
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•
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potential devaluation and/or impairment of assets;
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•
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difficulty in collecting accounts receivables;
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•
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an increase in accounts receivable write-offs; and
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•
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greater foreign exchange rate volatility affecting our profitability and cash flow.
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•
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the outlook for our end markets and the global economy;
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•
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the impact of external factors on our competition;
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•
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the financial position of our customers and their willingness to pay for our products and services;
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•
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the estimated costs of purchasing materials;
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•
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developments in personnel costs;
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•
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our estimated income tax expense; and
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•
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rates for currency exchange, particularly between the Swiss franc and the euro and between the Chinese renminbi and the U.S. dollar.
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•
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our ability to implement our business strategy;
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•
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our ability to implement price increases as forecasted;
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•
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the effectiveness of our sales and marketing programs such as our Spinnaker, market penetration, and Field Turbo initiatives;
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•
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the effectiveness of our programs to improve our service business, including growth, globalization, and productivity initiatives;
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•
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our ability to develop and deliver innovative products and services;
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•
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the continued growth of our sales in emerging markets; and
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•
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the effectiveness of productivity and cost saving initiatives.
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Location
|
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Owned/Leased
|
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Business Segment
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Europe:
|
|
|
|
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Greifensee/Nänikon, Switzerland
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Owned
|
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Swiss Operations
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Urdorf, Switzerland
|
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Owned
|
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Swiss Operations
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Manchester, England
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Leased
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Western European Operations
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Royston, United Kingdom
|
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Owned
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Western European Operations
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Salford, United Kingdom
|
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Leased
|
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Western European Operations
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Viroflay, France (two facilities)
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Owned; Leased
|
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Western European Operations
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Albstadt, Germany
|
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Owned
|
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Western European Operations
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Giessen, (Hesse) Germany
|
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Owned
|
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Western European Operations
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Giesen, (Lower Saxony) Germany
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Owned
|
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Western European Operations
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Warsaw, Poland
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Leased
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Other Operations
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Americas:
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|
|
|
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Columbus, Ohio
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Leased
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U.S. Operations
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Worthington, Ohio (two facilities)
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Owned
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U.S. Operations
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Oakland, California
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Owned
|
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U.S. Operations
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Billerica, Massachusetts
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Owned
|
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U.S. Operations
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Tampa, Florida
|
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Owned
|
|
U.S. Operations
|
Tijuana, Mexico
|
|
Leased
|
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U.S. Operations
|
Thorofare, New Jersey
|
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Owned
|
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U.S. Operations
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Other:
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|
|
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Shanghai, China (two facilities)
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Buildings Owned;
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Chinese Operations
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Land Leased
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Changzhou, China (two facilities)
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Buildings Owned;
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Chinese Operations
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|
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Land Leased
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ChengDu, China
|
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Buildings Owned;
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Chinese Operations
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|
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Land Leased
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|
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Mumbai, India (four facilities)
|
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Building, Land Owned (1); Leased (3)
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Other Operations
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Item 3.
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Legal Proceedings
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
|
|
12/31/14
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12/31/15
|
12/31/16
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12/31/17
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12/31/18
|
12/31/19
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Mettler-Toledo
|
$100
|
$112
|
$138
|
$205
|
$187
|
$262
|
S&P 500 Index
|
$100
|
$101
|
$114
|
$138
|
$132
|
$174
|
SIC Code 3826 Index
|
$100
|
$111
|
$112
|
$154
|
$171
|
$234
|
|
|
Total Number of
Shares Purchased
|
|
Average Price Paid
per Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced
Program
|
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Approximate Dollar
Value (in thousands) of
Shares that may yet be
Purchased under the
Program
|
||||||
Period
|
|
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||||||||||
October 1 to October 31, 2019
|
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93,860
|
|
|
$
|
683.03
|
|
|
93,860
|
|
|
$
|
1,485,563
|
|
November 1 to November 30, 2019
|
|
101,151
|
|
|
714.73
|
|
|
101,151
|
|
|
1,413,265
|
|
||
December 1 to December 31, 2019
|
|
105,034
|
|
|
760.12
|
|
|
105,034
|
|
|
1,333,424
|
|
||
Total
|
|
300,045
|
|
|
$
|
720.70
|
|
|
300,045
|
|
|
$
|
1,333,424
|
|
Item 6.
|
Selected Financial Data
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
$
|
3,008,652
|
|
|
$
|
2,935,586
|
|
|
$
|
2,725,053
|
|
|
$
|
2,508,257
|
|
|
$
|
2,395,447
|
|
Cost of sales
|
1,267,441
|
|
|
1,251,208
|
|
|
1,149,302
|
|
|
1,070,525
|
|
|
1,040,510
|
|
|||||
Gross profit
|
1,741,211
|
|
|
1,684,378
|
|
|
1,575,751
|
|
|
1,437,732
|
|
|
1,354,937
|
|
|||||
Research and development
|
143,950
|
|
|
141,071
|
|
|
128,308
|
|
|
119,196
|
|
|
118,557
|
|
|||||
Selling, general, and administrative
|
819,183
|
|
|
812,802
|
|
|
794,861
|
|
|
745,358
|
|
|
717,022
|
|
|||||
Amortization
|
49,690
|
|
|
47,524
|
|
|
42,671
|
|
|
36,052
|
|
|
30,951
|
|
|||||
Interest expense
|
37,411
|
|
|
34,511
|
|
|
32,785
|
|
|
28,026
|
|
|
27,451
|
|
|||||
Restructuring charges(a)
|
15,760
|
|
|
18,420
|
|
|
12,772
|
|
|
6,235
|
|
|
11,148
|
|
|||||
Other charges (income), net(b)
|
(6,177
|
)
|
|
(21,808
|
)
|
|
(9,868
|
)
|
|
(1,328
|
)
|
|
(13,616
|
)
|
|||||
Earnings before taxes
|
681,394
|
|
|
651,858
|
|
|
574,222
|
|
|
504,193
|
|
|
463,424
|
|
|||||
Provision for taxes(c)
|
120,285
|
|
|
139,247
|
|
|
198,250
|
|
|
119,823
|
|
|
110,604
|
|
|||||
Net earnings
|
$
|
561,109
|
|
|
$
|
512,611
|
|
|
$
|
375,972
|
|
|
$
|
384,370
|
|
|
$
|
352,820
|
|
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net earnings
|
$
|
22.84
|
|
|
$
|
20.33
|
|
|
$
|
14.62
|
|
|
$
|
14.49
|
|
|
$
|
12.75
|
|
Weighted average number of common shares
|
24,567,609
|
|
|
25,215,674
|
|
|
25,713,575
|
|
|
26,517,768
|
|
|
27,680,918
|
|
|||||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net earnings
|
$
|
22.47
|
|
|
$
|
19.88
|
|
|
$
|
14.24
|
|
|
$
|
14.22
|
|
|
$
|
12.48
|
|
Weighted average number of common and common equivalent shares
|
24,974,457
|
|
|
25,781,324
|
|
|
26,393,783
|
|
|
27,023,905
|
|
|
28,269,615
|
|
|||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
207,785
|
|
|
$
|
178,110
|
|
|
$
|
148,687
|
|
|
$
|
158,674
|
|
|
$
|
98,887
|
|
Working capital(d)(e)
|
203,218
|
|
|
182,987
|
|
|
188,040
|
|
|
169,569
|
|
|
152,721
|
|
|||||
Total assets(e)
|
2,789,321
|
|
|
2,618,847
|
|
|
2,549,805
|
|
|
2,166,777
|
|
|
1,959,335
|
|
|||||
Long-term debt(d)
|
1,235,350
|
|
|
985,021
|
|
|
960,170
|
|
|
875,056
|
|
|
575,138
|
|
|||||
Other non-current liabilities(e)(f)
|
333,412
|
|
|
260,511
|
|
|
301,452
|
|
|
204,957
|
|
|
194,552
|
|
|||||
Shareholders’ equity(g)
|
420,780
|
|
|
590,063
|
|
|
547,280
|
|
|
434,943
|
|
|
580,457
|
|
(a)
|
Restructuring charges primarily relate to our global cost reduction programs. See Note 15 and Note 19 to the consolidated financial statements.
|
(b)
|
Other charges (income), net includes non-service pension costs (benefits), (gains) losses from foreign currency transactions and related hedging activities, interest income, and other items. Other charges (income), net for 2018 includes a one-time gain of $18.7 million associated with the settlement of the Biotix acquisition contingent consideration, as well as a one-time legal charge of $3 million. Other charges (income), net includes $1.7 million and $1.1 million of acquisition costs for 2017 and 2016, respectively. Other charges (income), net for 2017 also includes a one-time gain of $3.4 million relating to the sale of a facility in Switzerland in connection with our initiative to consolidate certain Swiss operations into a new facility, while 2016 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.
|
(c)
|
Provision for taxes for 2019 includes a non-cash net benefit of $15.8 million related to the enactment of Swiss tax reform. Provision for taxes for 2018 and 2017 includes charges of $3.6 million and $72 million, respectively, for the enactment of the Tax Cuts and Jobs Act. Of this aggregate amount, $62 million is expected to be paid over a period of up to eight years beginning in 2018. See Note 14 to the consolidated financial statements.
|
(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)
|
Includes a lease right-of-use asset of $87.3 million, a short-term lease liability of $27.6 million, and a long-term lease liability of $60.9 million in accordance with ASC 842 - Leases that went into effect on January 1, 2019.
|
(f)
|
Other non-current liabilities consist of pension and other post-retirement liabilities, the long-term taxes payable of $45 million and $48 million as of December 31, 2019 and 2018 related to the Tax Cuts and Jobs Act, plus certain other non-current liabilities. See Note 13 to the consolidated financial statements for pension and other post-retirement disclosures.
|
(g)
|
No dividends were paid during the five-year period ended December 31, 2019.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
2019
|
|
2018
|
|
2017
|
|
Increase
(Decrease) in % 2019 vs. 2018 |
|
Increase
(Decrease) in % 2018 vs. 2017 |
||||||
Net sales
|
$
|
1,171,909
|
|
|
$
|
1,112,256
|
|
|
$
|
1,043,942
|
|
|
5%
|
|
7%
|
Net sales to external customers
|
$
|
1,057,115
|
|
|
$
|
1,007,798
|
|
|
$
|
944,825
|
|
|
5%
|
|
7%
|
Segment profit
|
$
|
210,133
|
|
|
$
|
161,615
|
|
|
$
|
177,705
|
|
|
30%
|
|
(9)%
|
|
2019
|
|
2018
|
|
2017
|
|
Increase
(Decrease) in % (1) 2019 vs. 2018 |
|
Increase
(Decrease) in % (1) 2018 vs. 2017 |
||||||
Net sales
|
$
|
797,177
|
|
|
$
|
762,593
|
|
|
$
|
697,008
|
|
|
5%
|
|
9%
|
Net sales to external customers
|
$
|
139,499
|
|
|
$
|
134,064
|
|
|
$
|
133,925
|
|
|
4%
|
|
0%
|
Segment profit
|
$
|
233,292
|
|
|
$
|
202,027
|
|
|
$
|
174,447
|
|
|
15%
|
|
16%
|
(1)
|
Represents U.S. dollar growth for net sales and segment profit.
|
|
2019
|
|
2018
|
|
2017
|
|
Increase
(Decrease) in % (1) 2019 vs. 2018 |
|
Increase
(Decrease) in % (1) 2018 vs. 2017 |
||||||
Net sales
|
$
|
876,500
|
|
|
$
|
895,783
|
|
|
$
|
844,596
|
|
|
(2)%
|
|
6%
|
Net sales to external customers
|
$
|
700,741
|
|
|
$
|
718,788
|
|
|
$
|
673,776
|
|
|
(3)%
|
|
7%
|
Segment profit
|
$
|
123,845
|
|
|
$
|
122,574
|
|
|
$
|
123,841
|
|
|
1%
|
|
(1)%
|
(1)
|
Represents U.S. dollar growth for net sales and segment profit.
|
|
2019
|
|
2018
|
|
2017
|
|
Increase
(Decrease) in % (1) 2019 vs. 2018 |
|
Increase
(Decrease) in % (1) 2018 vs. 2017 |
||||||
Net sales
|
$
|
769,233
|
|
|
$
|
767,561
|
|
|
$
|
685,499
|
|
|
0%
|
|
12%
|
Net sales to external customers
|
$
|
544,716
|
|
|
$
|
525,109
|
|
|
$
|
452,617
|
|
|
4%
|
|
16%
|
Segment profit
|
$
|
266,522
|
|
|
$
|
270,668
|
|
|
$
|
231,860
|
|
|
(2)%
|
|
17%
|
(1)
|
Represents U.S. dollar growth for net sales and segment profit.
|
|
2019
|
|
2018
|
|
2017
|
|
Increase
(Decrease) in % (1) 2019 vs. 2018 |
|
Increase
(Decrease) in % (1) 2018 vs. 2017 |
||||||
Net sales
|
$
|
572,471
|
|
|
$
|
556,370
|
|
|
$
|
527,844
|
|
|
3%
|
|
5%
|
Net sales to external customers
|
$
|
566,581
|
|
|
$
|
549,827
|
|
|
$
|
519,910
|
|
|
3%
|
|
6%
|
Segment profit
|
$
|
71,483
|
|
|
$
|
78,317
|
|
|
$
|
72,681
|
|
|
(9)%
|
|
8%
|
(1)
|
Represents U.S. dollar growth for net sales and segment profit.
|
|
U.S. Dollar
|
|
Other Principal
Trading Currencies
|
|
Total
|
||||||
3.67% $50 million ten-year Senior Notes due December 17, 2022
|
$
|
50,000
|
|
|
$
|
—
|
|
|
$
|
50,000
|
|
4.10% $50 million ten-year Senior Notes due September 19, 2023
|
50,000
|
|
|
—
|
|
|
50,000
|
|
|||
3.84% $125 million ten-year Senior Notes due September 19, 2024
|
125,000
|
|
|
—
|
|
|
125,000
|
|
|||
4.24% $125 million ten-year Senior Notes due June 25, 2025
|
125,000
|
|
|
—
|
|
|
125,000
|
|
|||
3.91% $75 million ten-year Senior Notes due June 25, 2029
|
75,000
|
|
|
—
|
|
|
75,000
|
|
|||
1.47% EUR 125 million fifteen-year Senior Notes due June 17, 2030
|
—
|
|
|
140,197
|
|
|
140,197
|
|
|||
1.30% EUR 135 million fifteen-year Senior Notes due November 6, 2034
|
—
|
|
|
151,413
|
|
|
151,413
|
|
|||
Senior Notes debt issuance costs, net
|
(1,161
|
)
|
|
(1,098
|
)
|
|
(2,259
|
)
|
|||
Total Senior Notes
|
423,839
|
|
|
290,512
|
|
|
714,351
|
|
|||
$1.1 billion Credit Agreement, interest at LIBOR plus 87.5 basis points(1)
|
435,072
|
|
|
85,927
|
|
|
520,999
|
|
|||
Other local arrangements
|
1,056
|
|
|
54,812
|
|
|
55,868
|
|
|||
Total debt
|
859,967
|
|
|
431,251
|
|
|
1,291,218
|
|
|||
Less: current portion
|
(1,056
|
)
|
|
(54,812
|
)
|
|
(55,868
|
)
|
|||
Total long-term debt
|
$
|
858,911
|
|
|
$
|
376,439
|
|
|
$
|
1,235,350
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
After 5 Years
|
||||||||||
Short- and long-term debt
|
$
|
1,293,477
|
|
|
$
|
55,868
|
|
|
$
|
50,000
|
|
|
$
|
695,999
|
|
|
$
|
491,610
|
|
Interest on debt
|
182,987
|
|
|
31,393
|
|
|
64,289
|
|
|
40,161
|
|
|
47,144
|
|
|||||
Non-cancelable operating leases
|
93,178
|
|
|
30,444
|
|
|
37,033
|
|
|
15,548
|
|
|
10,153
|
|
|||||
Pension and post-retirement funding(1)
|
26,000
|
|
|
26,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations
|
95,565
|
|
|
65,795
|
|
|
17,146
|
|
|
12,624
|
|
|
—
|
|
|||||
Total(1)
|
$
|
1,691,207
|
|
|
$
|
209,500
|
|
|
$
|
168,468
|
|
|
$
|
764,332
|
|
|
$
|
548,907
|
|
(1)
|
In addition to the above table, we also have liabilities for pension and post-retirement funding and income taxes (and transition tax liabilities of $45 million). However, we cannot determine the timing or the amounts for income taxes or the timing and amounts beyond 2020 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
|
|
53
|
|
President and Chief Executive Officer
|
Peter Aggersbjerg
|
|
51
|
|
Head of Divisions and Operations
|
Marc de La Guéronnière
|
|
56
|
|
Head of European and North American Market Organizations
|
Gerhard Keller
|
|
52
|
|
Head of Process Analytics
|
Christian Magloth
|
|
54
|
|
Head of Human Resources
|
Shawn P. Vadala
|
|
51
|
|
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
|
Item 16.
|
Form 10-K Summary
|
Exhibit
|
|
No.
|
Description
|
31.1*
|
|
31.2*
|
|
32*
|
|
101.INS*
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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
|
104*
|
Cover Page Interactive Data File (embedded within the Inline XBRL 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 June 21, 2018
|
(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 Report on Form 8-K dated April 18, 2019
|
(9)
|
Incorporated by reference to the Company's Report on Form 8-K dated November 6, 2019
|
(10)
|
Incorporated by reference to the Company’s Report on Form 10-K dated February 15, 2008
|
(11)
|
Incorporated by reference to the Company's Registration Statement on Form S-8 dated July 26, 2013 (Reg. No. 333-190181)
|
(12)
|
Incorporated by reference to the Company’s Report on Form 10-K dated February 2, 2017
|
(13)
|
Incorporated by reference to the Company’s Report on Form 10-K dated February 13, 2009
|
(14)
|
Incorporated by reference to the Company's Report on Form 10-K dated February 16, 2011
|
(15)
|
Incorporated by reference to the Company’s Report on Form 8-K dated November 1, 2007
|
(16)
|
Incorporated by reference to the Company's Report on Form 10-Q dated July 27, 2018
|
(17)
|
Incorporated by reference to the Company's Report on Form 10-K dated February 28, 2013
|
*
|
Filed herewith
|
†
|
Management contract or compensatory arrangement
|
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/ Shawn P. Vadala
|
|
Chief Financial Officer
|
Shawn P. Vadala
|
|
|
|
|
|
/s/ Olivier A. Filliol
|
|
Director
|
Olivier A. Filliol
|
|
|
|
|
|
/s/ Wah-Hui Chu
|
|
Director
|
Wah-Hui Chu
|
|
|
|
|
|
/s/ Domitille Doat-Le Bigot
|
|
Director
|
Domitille Doat-Le Bigot
|
|
|
|
|
|
/s/ Elisha Finney
|
|
Director
|
Elisha Finney
|
|
|
|
|
|
/s/ Richard Francis
|
|
Director
|
Richard Francis
|
|
|
|
|
|
/s/ Michael A. Kelly
|
|
Director
|
Michael A. Kelly
|
|
|
|
|
|
/s/ Thomas P. Salice
|
|
Director
|
Thomas P. Salice
|
|
|
|
|
|
/s/ Robert F. Spoerry
|
|
Director
|
Robert F. Spoerry
|
|
|
|
|
|
Page
|
/s/ PricewaterhouseCoopers LLP
|
PricewaterhouseCoopers LLP
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
|
|
|
|
|
|
|
|||
Products
|
$
|
2,346,845
|
|
|
$
|
2,300,075
|
|
|
$
|
2,135,051
|
|
Service
|
661,807
|
|
|
635,511
|
|
|
590,002
|
|
|||
Total net sales
|
3,008,652
|
|
|
2,935,586
|
|
|
2,725,053
|
|
|||
Cost of sales
|
|
|
|
|
|
|
|
|
|||
Products
|
929,669
|
|
|
914,086
|
|
|
831,355
|
|
|||
Service
|
337,772
|
|
|
337,122
|
|
|
317,947
|
|
|||
Gross profit
|
1,741,211
|
|
|
1,684,378
|
|
|
1,575,751
|
|
|||
Research and development
|
143,950
|
|
|
141,071
|
|
|
128,308
|
|
|||
Selling, general, and administrative
|
819,183
|
|
|
812,802
|
|
|
794,861
|
|
|||
Amortization
|
49,690
|
|
|
47,524
|
|
|
42,671
|
|
|||
Interest expense
|
37,411
|
|
|
34,511
|
|
|
32,785
|
|
|||
Restructuring charges
|
15,760
|
|
|
18,420
|
|
|
12,772
|
|
|||
Other charges (income), net
|
(6,177
|
)
|
|
(21,808
|
)
|
|
(9,868
|
)
|
|||
Earnings before taxes
|
681,394
|
|
|
651,858
|
|
|
574,222
|
|
|||
Provision for taxes
|
120,285
|
|
|
139,247
|
|
|
198,250
|
|
|||
Net earnings
|
$
|
561,109
|
|
|
$
|
512,611
|
|
|
$
|
375,972
|
|
|
|
|
|
|
|
||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|||
Net earnings
|
$
|
22.84
|
|
|
$
|
20.33
|
|
|
$
|
14.62
|
|
Weighted average number of common shares
|
24,567,609
|
|
|
25,215,674
|
|
|
25,713,575
|
|
|||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|||
Net earnings
|
$
|
22.47
|
|
|
$
|
19.88
|
|
|
$
|
14.24
|
|
Weighted average number of common and common equivalent shares
|
24,974,457
|
|
|
25,781,324
|
|
|
26,393,783
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Net earnings
|
$
|
561,109
|
|
|
$
|
512,611
|
|
|
$
|
375,972
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
2,898
|
|
|
(32,573
|
)
|
|
83,982
|
|
|||
Unrealized gains (losses) on cash flow hedging arrangements:
|
|
|
|
|
|
||||||
Unrealized gains (losses)
|
(1,063
|
)
|
|
(658
|
)
|
|
1,424
|
|
|||
Effective portion of (gains) losses included in net earnings
|
(861
|
)
|
|
2,441
|
|
|
(273
|
)
|
|||
Defined benefit pension and post-retirement plans:
|
|
|
|
|
|
||||||
Net actuarial gains (losses)
|
(32,699
|
)
|
|
(23,326
|
)
|
|
(10,378
|
)
|
|||
Plan amendments and prior service cost
|
430
|
|
|
(780
|
)
|
|
12,056
|
|
|||
Amortization of actuarial (gains) losses and plan amendments and prior service cost
|
12,144
|
|
|
14,366
|
|
|
14,873
|
|
|||
Impact of foreign currency
|
(2,108
|
)
|
|
3,522
|
|
|
(12,092
|
)
|
|||
Total other comprehensive income (loss), net of tax
|
(21,259
|
)
|
|
(37,008
|
)
|
|
89,592
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive income
|
$
|
539,850
|
|
|
$
|
475,603
|
|
|
$
|
465,564
|
|
|
2019
|
|
2018
|
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
207,785
|
|
|
$
|
178,110
|
|
Trade accounts receivable, less allowances of $17,009 in 2019 and $15,469 in 2018
|
566,256
|
|
|
535,528
|
|
||
Inventories
|
274,285
|
|
|
268,821
|
|
||
Other current assets and prepaid expenses
|
61,321
|
|
|
63,401
|
|
||
Total current assets
|
1,109,647
|
|
|
1,045,860
|
|
||
Property, plant, and equipment, net
|
748,657
|
|
|
717,526
|
|
||
Goodwill
|
535,979
|
|
|
534,780
|
|
||
Other intangible assets, net
|
206,242
|
|
|
217,308
|
|
||
Deferred tax assets, net
|
36,978
|
|
|
35,066
|
|
||
Other non-current assets
|
151,818
|
|
|
68,307
|
|
||
Total assets
|
$
|
2,789,321
|
|
|
$
|
2,618,847
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
|
|
||
Trade accounts payable
|
$
|
185,592
|
|
|
$
|
196,641
|
|
Accrued and other liabilities
|
166,118
|
|
|
156,449
|
|
||
Accrued compensation and related items
|
155,402
|
|
|
152,516
|
|
||
Deferred revenue and customer prepayments
|
122,489
|
|
|
105,381
|
|
||
Taxes payable
|
69,043
|
|
|
73,777
|
|
||
Short-term borrowings and current maturities of long-term debt
|
55,868
|
|
|
49,670
|
|
||
Total current liabilities
|
754,512
|
|
|
734,434
|
|
||
Long-term debt
|
1,235,350
|
|
|
985,021
|
|
||
Deferred tax liabilities, net
|
45,267
|
|
|
48,818
|
|
||
Other non-current liabilities
|
333,412
|
|
|
260,511
|
|
||
Total liabilities
|
2,368,541
|
|
|
2,028,784
|
|
||
Commitments and contingencies (Note 18)
|
|
|
|
|
|
||
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 24,125,317 and 24,921,963 shares at December 31, 2019 and 2018, respectively
|
448
|
|
|
448
|
|
||
Additional paid-in capital
|
783,871
|
|
|
764,717
|
|
||
Treasury stock at cost (20,660,694 and 19,864,048 shares at December 31, 2019 and 2018, respectively)
|
(4,539,154
|
)
|
|
(3,814,604
|
)
|
||
Retained earnings
|
4,499,288
|
|
|
3,941,916
|
|
||
Accumulated other comprehensive income (loss)
|
(323,673
|
)
|
|
(302,414
|
)
|
||
Total shareholders’ equity
|
420,780
|
|
|
590,063
|
|
||
Total liabilities and shareholders’ equity
|
$
|
2,789,321
|
|
|
$
|
2,618,847
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2016
|
26,020,234
|
|
|
$
|
448
|
|
|
$
|
730,556
|
|
|
$
|
(3,006,771
|
)
|
|
$
|
3,065,708
|
|
|
$
|
(354,998
|
)
|
|
$
|
434,943
|
|
Exercise of stock options and restricted stock units
|
270,413
|
|
|
—
|
|
|
—
|
|
|
38,586
|
|
|
(9,937
|
)
|
|
—
|
|
|
28,649
|
|
||||||
Repurchases of common stock
|
(749,254
|
)
|
|
—
|
|
|
—
|
|
|
(399,997
|
)
|
|
—
|
|
|
—
|
|
|
(399,997
|
)
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
16,582
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,582
|
|
||||||
Effect of accounting change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,539
|
|
|
—
|
|
|
1,539
|
|
||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
375,972
|
|
|
—
|
|
|
375,972
|
|
||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89,592
|
|
|
89,592
|
|
||||||
Balance at December 31, 2017
|
25,541,393
|
|
|
$
|
448
|
|
|
$
|
747,138
|
|
|
$
|
(3,368,182
|
)
|
|
$
|
3,433,282
|
|
|
$
|
(265,406
|
)
|
|
$
|
547,280
|
|
Exercise of stock options and restricted stock units
|
183,379
|
|
|
—
|
|
|
—
|
|
|
28,577
|
|
|
(3,977
|
)
|
|
—
|
|
|
24,600
|
|
||||||
Repurchases of common stock
|
(802,809
|
)
|
|
—
|
|
|
—
|
|
|
(474,999
|
)
|
|
—
|
|
|
—
|
|
|
(474,999
|
)
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
17,579
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,579
|
|
||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
512,611
|
|
|
—
|
|
|
512,611
|
|
||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,008
|
)
|
|
(37,008
|
)
|
||||||
Balance at December 31, 2018
|
24,921,963
|
|
|
$
|
448
|
|
|
$
|
764,717
|
|
|
$
|
(3,814,604
|
)
|
|
$
|
3,941,916
|
|
|
$
|
(302,414
|
)
|
|
$
|
590,063
|
|
Exercise of stock options and restricted stock units
|
298,002
|
|
|
—
|
|
|
869
|
|
|
50,449
|
|
|
(3,737
|
)
|
|
—
|
|
|
47,581
|
|
||||||
Repurchases of common stock
|
(1,094,648
|
)
|
|
—
|
|
|
—
|
|
|
(774,999
|
)
|
|
—
|
|
|
—
|
|
|
(774,999
|
)
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
18,285
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,285
|
|
||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
561,109
|
|
|
—
|
|
|
561,109
|
|
||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,259
|
)
|
|
(21,259
|
)
|
||||||
Balance at December 31, 2019
|
24,125,317
|
|
|
$
|
448
|
|
|
$
|
783,871
|
|
|
$
|
(4,539,154
|
)
|
|
$
|
4,499,288
|
|
|
$
|
(323,673
|
)
|
|
$
|
420,780
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net earnings
|
$
|
561,109
|
|
|
$
|
512,611
|
|
|
$
|
375,972
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Depreciation
|
38,991
|
|
|
37,167
|
|
|
33,458
|
|
|||
Amortization
|
49,690
|
|
|
47,524
|
|
|
42,671
|
|
|||
Deferred tax (benefit) provision
|
11,203
|
|
|
2,302
|
|
|
(2,745
|
)
|
|||
Share-based compensation
|
18,285
|
|
|
17,579
|
|
|
16,582
|
|
|||
Swiss tax reform (Note 14)
|
(15,833
|
)
|
|
—
|
|
|
—
|
|
|||
U.S. tax reform charge (Note 14)
|
—
|
|
|
3,597
|
|
|
71,982
|
|
|||
Acquisition gain (Note 4)
|
—
|
|
|
(18,674
|
)
|
|
—
|
|
|||
Other
|
133
|
|
|
(2,559
|
)
|
|
(3,151
|
)
|
|||
Increase (decrease) in cash resulting from changes in:
|
|
|
|
|
|
|
|
||||
Trade accounts receivable, net
|
(31,408
|
)
|
|
(19,540
|
)
|
|
(38,985
|
)
|
|||
Inventories
|
(4,603
|
)
|
|
(21,195
|
)
|
|
(13,680
|
)
|
|||
Other current assets
|
(335
|
)
|
|
622
|
|
|
(6,251
|
)
|
|||
Trade accounts payable
|
(12,221
|
)
|
|
33,671
|
|
|
11,885
|
|
|||
Taxes payable
|
(6,176
|
)
|
|
(1,528
|
)
|
|
13,615
|
|
|||
Accruals and other
|
(5,385
|
)
|
|
(26,572
|
)
|
|
14,972
|
|
|||
Net cash provided by operating activities
|
603,450
|
|
|
565,005
|
|
|
516,325
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from sale of property, plant, and equipment
|
1,422
|
|
|
8,190
|
|
|
11,973
|
|
|||
Purchase of property, plant, and equipment
|
(97,341
|
)
|
|
(142,726
|
)
|
|
(127,426
|
)
|
|||
Acquisitions
|
(2,004
|
)
|
|
(5,527
|
)
|
|
(108,445
|
)
|
|||
Net hedging settlements on intercompany loans
|
(1,160
|
)
|
|
1,119
|
|
|
6,554
|
|
|||
Net cash used in investing activities
|
(99,083
|
)
|
|
(138,944
|
)
|
|
(217,344
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from borrowings
|
1,435,081
|
|
|
940,615
|
|
|
1,244,195
|
|
|||
Repayments of borrowings
|
(1,176,784
|
)
|
|
(876,324
|
)
|
|
(1,185,172
|
)
|
|||
Proceeds from exercise of stock options
|
47,581
|
|
|
24,600
|
|
|
28,649
|
|
|||
Repurchases of common stock
|
(774,999
|
)
|
|
(474,999
|
)
|
|
(399,997
|
)
|
|||
Acquisition contingent consideration paid
|
(10,000
|
)
|
|
—
|
|
|
—
|
|
|||
Other financing activities
|
1,753
|
|
|
(1,914
|
)
|
|
(7,205
|
)
|
|||
Net cash used in financing activities
|
(477,368
|
)
|
|
(388,022
|
)
|
|
(319,530
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
2,676
|
|
|
(8,616
|
)
|
|
10,562
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
29,675
|
|
|
29,423
|
|
|
(9,987
|
)
|
|||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|||
Beginning of period
|
178,110
|
|
|
148,687
|
|
|
158,674
|
|
|||
End of period
|
$
|
207,785
|
|
|
$
|
178,110
|
|
|
$
|
148,687
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
|||
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
|||
Interest
|
$
|
37,499
|
|
|
$
|
34,451
|
|
|
$
|
33,333
|
|
Taxes
|
$
|
129,347
|
|
|
$
|
132,410
|
|
|
$
|
109,730
|
|
1.
|
BUSINESS DESCRIPTION AND BASIS OF PRESENTATION
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
a)
|
Property, Plant, and Equipment
|
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
|
3.
|
REVENUE
|
Twelve months ended December 31, 2019
|
U.S. Operations
|
|
Swiss Operations
|
|
Western European Operations
|
|
Chinese Operations
|
|
Other Operations
|
|
Total
|
||||||||||||
Product Revenue
|
$
|
801,181
|
|
|
$
|
110,390
|
|
|
$
|
500,978
|
|
|
$
|
495,579
|
|
|
$
|
438,717
|
|
|
$
|
2,346,845
|
|
Service Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Point in time
|
207,707
|
|
|
20,968
|
|
|
135,612
|
|
|
37,370
|
|
|
109,802
|
|
|
511,459
|
|
||||||
Over time
|
48,227
|
|
|
8,141
|
|
|
64,151
|
|
|
11,767
|
|
|
18,062
|
|
|
150,348
|
|
||||||
Total
|
$
|
1,057,115
|
|
|
$
|
139,499
|
|
|
$
|
700,741
|
|
|
$
|
544,716
|
|
|
$
|
566,581
|
|
|
$
|
3,008,652
|
|
Twelve months ended December 31, 2018
|
U.S. Operations
|
|
Swiss Operations
|
|
Western European Operations
|
|
Chinese Operations
|
|
Other Operations
|
|
Total
|
||||||||||||
Product Revenue
|
$
|
769,971
|
|
|
$
|
106,400
|
|
|
$
|
517,855
|
|
|
$
|
475,025
|
|
|
$
|
430,824
|
|
|
$
|
2,300,075
|
|
Service Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Point in time
|
196,314
|
|
|
19,430
|
|
|
134,052
|
|
|
38,528
|
|
|
100,638
|
|
|
488,962
|
|
||||||
Over time
|
41,512
|
|
|
8,234
|
|
|
66,881
|
|
|
11,556
|
|
|
18,366
|
|
|
146,549
|
|
||||||
Total
|
$
|
1,007,797
|
|
|
$
|
134,064
|
|
|
$
|
718,788
|
|
|
$
|
525,109
|
|
|
$
|
549,828
|
|
|
$
|
2,935,586
|
|
|
2019
|
|
2018
|
||||
Laboratory
|
$
|
1,578,625
|
|
|
$
|
1,504,600
|
|
Industrial
|
1,233,970
|
|
|
1,211,362
|
|
||
Retail
|
196,057
|
|
|
219,624
|
|
||
Total net sales
|
$
|
3,008,652
|
|
|
$
|
2,935,586
|
|
|
2019
|
|
2018
|
||||
Americas
|
$
|
1,165,847
|
|
|
$
|
1,105,956
|
|
Europe
|
892,092
|
|
|
908,773
|
|
||
Asia/Rest of World
|
950,713
|
|
|
920,857
|
|
||
Total
|
$
|
3,008,652
|
|
|
$
|
2,935,586
|
|
|
|
2019
|
|
2018
|
||||
Beginning balances as of January 1
|
|
$
|
105,381
|
|
|
$
|
107,166
|
|
Customer pre-payments/deferred revenue
|
|
633,190
|
|
|
619,257
|
|
||
Revenue recognized
|
|
(615,957
|
)
|
|
(618,002
|
)
|
||
Foreign currency translation
|
|
(125
|
)
|
|
(3,040
|
)
|
||
Ending balance as of December 31
|
|
$
|
122,489
|
|
|
$
|
105,381
|
|
|
2019
|
|
2018
|
||||
Raw materials and parts
|
$
|
129,294
|
|
|
$
|
122,945
|
|
Work-in-progress
|
43,202
|
|
|
47,098
|
|
||
Finished goods
|
101,789
|
|
|
98,778
|
|
||
Total inventory
|
$
|
274,285
|
|
|
$
|
268,821
|
|
|
|
2019
|
|
2018
|
|
Balance Sheet Location
|
||||
Foreign currency forward contracts not designated as hedging instruments
|
|
$
|
1,568
|
|
|
$
|
1,534
|
|
|
Other current assets and prepaid expenses
|
Cash Flow Hedges:
|
|
|
|
|
|
|
||||
Interest rate swap agreements
|
|
—
|
|
|
545
|
|
|
Other non-current assets
|
||
Cross currency swap agreements
|
|
—
|
|
|
1,154
|
|
|
Other current assets and prepaid expenses
|
||
Total derivative assets
|
|
$
|
1,568
|
|
|
$
|
3,233
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency forward contracts not designated as hedging instruments
|
|
$
|
2,392
|
|
|
$
|
1,059
|
|
|
Accrued and other liabilities
|
Cash Flow Hedges:
|
|
|
|
|
|
|
||||
Interest rate swap agreements
|
|
371
|
|
|
—
|
|
|
Accrued and other liabilities
|
||
Interest rate swap agreements
|
|
1,548
|
|
|
27
|
|
|
Other non-current liabilities
|
||
Cross currency swap agreements
|
|
4,706
|
|
|
—
|
|
|
Other non-current liabilities
|
||
Total derivative liabilities
|
|
$
|
9,017
|
|
|
$
|
1,086
|
|
|
|
|
2019
|
|
2018
|
||||
Land
|
$
|
58,047
|
|
|
$
|
58,072
|
|
Building and leasehold improvements
|
326,743
|
|
|
317,636
|
|
||
Machinery and equipment
|
413,411
|
|
|
386,504
|
|
||
Computer software
|
514,400
|
|
|
470,976
|
|
||
Property, plant, and equipment, gross
|
1,312,601
|
|
|
1,233,188
|
|
||
Less accumulated depreciation and amortization
|
(563,944
|
)
|
|
(515,662
|
)
|
||
Property, plant, and equipment, net
|
$
|
748,657
|
|
|
$
|
717,526
|
|
|
2019
|
|
2018
|
||||
Balance at beginning of year
|
$
|
534,780
|
|
|
$
|
539,838
|
|
Goodwill acquired
|
—
|
|
|
558
|
|
||
Foreign currency translation
|
1,199
|
|
|
(5,616
|
)
|
||
Balance at year end
|
$
|
535,979
|
|
|
$
|
534,780
|
|
|
2019
|
|
2018
|
||||||||||||||||||||
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Intangibles, Net
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Intangibles, Net
|
||||||||||||
Customer relationships
|
$
|
197,764
|
|
|
$
|
(58,851
|
)
|
|
$
|
138,913
|
|
|
$
|
197,942
|
|
|
$
|
(49,887
|
)
|
|
$
|
148,055
|
|
Proven technology and patents
|
75,170
|
|
|
(46,532
|
)
|
|
28,638
|
|
|
73,880
|
|
|
(42,750
|
)
|
|
31,130
|
|
||||||
Tradenames (finite life)
|
4,594
|
|
|
(3,124
|
)
|
|
1,470
|
|
|
4,504
|
|
|
(2,874
|
)
|
|
1,630
|
|
||||||
Tradenames (indefinite life)
|
35,474
|
|
|
—
|
|
|
35,474
|
|
|
35,500
|
|
|
—
|
|
|
35,500
|
|
||||||
Other
|
5,462
|
|
|
(3,715
|
)
|
|
1,747
|
|
|
3,684
|
|
|
(2,691
|
)
|
|
993
|
|
||||||
|
$
|
318,464
|
|
|
$
|
(112,222
|
)
|
|
$
|
206,242
|
|
|
$
|
315,510
|
|
|
$
|
(98,202
|
)
|
|
$
|
217,308
|
|
|
2019
|
|
2018
|
||||
3.67% $50 million ten-year Senior Notes due December 17, 2022
|
$
|
50,000
|
|
|
$
|
50,000
|
|
4.10% $50 million ten-year Senior Notes due September 19, 2023
|
50,000
|
|
|
50,000
|
|
||
3.84% $125 million ten-year Senior Notes due September 19, 2024
|
125,000
|
|
|
125,000
|
|
||
4.24% $125 million ten-year Senior Notes due June 25, 2025
|
125,000
|
|
|
125,000
|
|
||
3.91% $75 million ten-year Senior Notes due June 25, 2029
|
75,000
|
|
|
—
|
|
||
1.47% EUR 125 million fifteen-year Senior Notes due June 17, 2030
|
140,197
|
|
|
143,053
|
|
||
1.30% EUR 135 million fifteen-year Senior Notes due November 6, 2034
|
151,413
|
|
|
—
|
|
||
Senior Notes debt issuance costs, net
|
(2,259
|
)
|
|
(1,234
|
)
|
||
Total Senior Notes
|
714,351
|
|
|
491,819
|
|
||
$1.1 billion Credit Agreement, interest at LIBOR plus 87.5 basis points(1)
|
520,999
|
|
|
493,202
|
|
||
Other local arrangements
|
55,868
|
|
|
49,670
|
|
||
Total debt
|
1,291,218
|
|
|
1,034,691
|
|
||
Less: current portion
|
(55,868
|
)
|
|
(49,670
|
)
|
||
Total long-term debt
|
$
|
1,235,350
|
|
|
$
|
985,021
|
|
|
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 |
|
Total
|
||||||||
Balance at December 31, 2016
|
$
|
(115,322
|
)
|
|
$
|
(2,232
|
)
|
|
$
|
(237,444
|
)
|
|
$
|
(354,998
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Net unrealized actuarial gains (loss), prior service costs, and plan amendments
|
—
|
|
|
—
|
|
|
1,678
|
|
|
1,678
|
|
||||
Net unrealized gains (loss) on cash flow hedging arrangements
|
—
|
|
|
1,424
|
|
|
—
|
|
|
1,424
|
|
||||
Foreign currency translation adjustment
|
83,982
|
|
|
|
|
|
(12,092
|
)
|
|
71,890
|
|
||||
Amounts recognized from accumulated other comprehensive income (loss), net of tax
|
|
|
|
(273
|
)
|
|
14,873
|
|
|
14,600
|
|
||||
Net change in other comprehensive income (loss), net of tax
|
83,982
|
|
|
1,151
|
|
|
4,459
|
|
|
89,592
|
|
||||
Balance at December 31, 2017
|
$
|
(31,340
|
)
|
|
$
|
(1,081
|
)
|
|
$
|
(232,985
|
)
|
|
$
|
(265,406
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Net unrealized actuarial gains (loss), prior service costs, and plan amendments
|
—
|
|
|
—
|
|
|
(24,106
|
)
|
|
(24,106
|
)
|
||||
Net unrealized gains (loss) on cash flow hedging arrangements
|
—
|
|
|
(658
|
)
|
|
—
|
|
|
(658
|
)
|
||||
Foreign currency translation adjustment
|
(32,573
|
)
|
|
—
|
|
|
3,522
|
|
|
(29,051
|
)
|
||||
Amounts recognized from accumulated other comprehensive income (loss), net of tax
|
—
|
|
|
2,441
|
|
|
14,366
|
|
|
16,807
|
|
||||
Net change in other comprehensive income (loss), net of tax
|
(32,573
|
)
|
|
1,783
|
|
|
(6,218
|
)
|
|
(37,008
|
)
|
||||
Balance at December 31, 2018
|
$
|
(63,913
|
)
|
|
$
|
702
|
|
|
$
|
(239,203
|
)
|
|
$
|
(302,414
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Net unrealized actuarial gains (loss), prior service costs, and plan amendments
|
—
|
|
|
—
|
|
|
(32,269
|
)
|
|
(32,269
|
)
|
||||
Net unrealized gains (loss) on cash flow hedging arrangements
|
—
|
|
|
(1,063
|
)
|
|
—
|
|
|
(1,063
|
)
|
||||
Foreign currency translation adjustment
|
2,898
|
|
|
—
|
|
|
(2,108
|
)
|
|
790
|
|
||||
Amounts recognized from accumulated other comprehensive income (loss), net of tax
|
—
|
|
|
(861
|
)
|
|
12,144
|
|
|
11,283
|
|
||||
Net change in other comprehensive income (loss), net of tax
|
2,898
|
|
|
(1,924
|
)
|
|
(22,233
|
)
|
|
(21,259
|
)
|
||||
Balance at December 31, 2019
|
$
|
(61,015
|
)
|
|
$
|
(1,222
|
)
|
|
$
|
(261,436
|
)
|
|
$
|
(323,673
|
)
|
|
|
2019
|
|
2018
|
|
2017
|
|
Location of Amounts Recognized in Earnings
|
||||||
Effective portion of losses (gains) on cash flow hedging arrangements:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swap agreements
|
|
$
|
109
|
|
|
$
|
539
|
|
|
$
|
1,679
|
|
|
Interest expense
|
Cross currency swap
|
|
(1,022
|
)
|
|
2,212
|
|
|
(1,416
|
)
|
|
(a)
|
|||
Total before taxes
|
|
(913
|
)
|
|
2,751
|
|
|
263
|
|
|
|
|||
Provision for taxes
|
|
(52
|
)
|
|
310
|
|
|
536
|
|
|
Provision for taxes
|
|||
Total, net of taxes
|
|
$
|
(861
|
)
|
|
$
|
2,441
|
|
|
$
|
(273
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Recognition of defined benefit pension and post-retirement items:
|
|
|
|
|
|
|
|
|
||||||
Recognition of actuarial losses, plan amendments, prior service cost, and settlement charge before taxes
|
|
$
|
15,467
|
|
|
$
|
18,756
|
|
|
$
|
20,137
|
|
|
(b)
|
Provision for taxes
|
|
3,323
|
|
|
4,390
|
|
|
5,264
|
|
|
Provision for taxes
|
|||
Total, net of taxes
|
|
$
|
12,144
|
|
|
$
|
14,366
|
|
|
$
|
14,873
|
|
|
|
(a)
|
The cross currency swap reflects an unrealized loss of $3.6 million and $0.8 million and an unrealized gain of $0.2 million recorded in other charges (income) during the years ended December 31, 2019, 2018 and 2017, respectively, that was offset by the underlying unrealized gain and loss on the hedged debt. The cross currency swap also reflects a realized gain of $4.6 million, $3.0 million and $1.2 million recorded in interest expense during the years ended December 31, 2019, 2018 and 2017, respectively.
|
(b)
|
These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension and post-retirement cost. See Note 13 for additional details.
|
|
Number of
Options
|
|
Weighted Average
Exercise Price
|
|
Aggregate Intrinsic
Value (in millions)
|
|
Outstanding at December 31, 2018
|
847,830
|
|
|
$260.88
|
|
$264.0
|
Granted
|
42,676
|
|
|
720.81
|
|
|
Exercised
|
(280,383
|
)
|
|
169.70
|
|
|
Forfeited
|
(1,408
|
)
|
|
661.92
|
|
|
Outstanding at December 31, 2019
|
608,715
|
|
|
334.20
|
|
279.5
|
Options exercisable at December 31, 2019
|
458,803
|
|
|
$259.02
|
|
$245.1
|
Number of Options
Outstanding
|
|
Weighted Average
Exercise Price
|
|
Remaining Contractual
Life of Options
Outstanding
|
|
Options
Exercisable
|
||
|
|
|
||||||
184,729
|
|
|
$158.97
|
|
2.3
|
|
184,729
|
|
145,927
|
|
|
$254.61
|
|
4.4
|
|
145,927
|
|
153,226
|
|
|
$354.45
|
|
6.3
|
|
100,952
|
|
124,833
|
|
|
$661.68
|
|
8.9
|
|
27,195
|
|
608,715
|
|
|
|
|
5.2
|
|
458,803
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Risk-free interest rate
|
1.74
|
%
|
|
3.09
|
%
|
|
2.00
|
%
|
Expected life in years
|
6.0
|
|
|
5.9
|
|
|
5.8
|
|
Expected volatility
|
24
|
%
|
|
26
|
%
|
|
28
|
%
|
Expected dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|
Number of Restricted
Stock Units
|
|
Aggregate Intrinsic
Value (in millions)
|
|
Number of Performance Share Units
|
|
Aggregate Intrinsic Value (in millions)
|
||
Outstanding at December 31, 2018
|
49,252
|
|
|
$27.8
|
|
12,814
|
|
|
$7.2
|
Granted
|
11,750
|
|
|
|
|
4,505
|
|
|
|
Vested
|
(16,948
|
)
|
|
|
|
—
|
|
|
|
Forfeited
|
(3,069
|
)
|
|
|
|
(136
|
)
|
|
|
Outstanding at December 31, 2019
|
40,985
|
|
|
$32.5
|
|
17,183
|
|
|
$13.6
|
|
2019
|
|
2018
|
|
2017
|
|||
Risk-free interest rate
|
1.69
|
%
|
|
3.03
|
%
|
|
1.73
|
%
|
Expected life in years
|
3
|
|
|
3
|
|
|
3
|
|
Expected volatility
|
24
|
%
|
|
26
|
%
|
|
28
|
%
|
Expected dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|
U.S. Pension Benefits
|
|
Non-U.S. Pension Benefits
|
|
Other Benefits
|
|
Total
|
||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Benefit obligation at beginning of year
|
$
|
130,202
|
|
|
$
|
142,571
|
|
|
$
|
864,095
|
|
|
$
|
918,478
|
|
|
$
|
2,186
|
|
|
$
|
2,673
|
|
|
$
|
996,483
|
|
|
$
|
1,063,722
|
|
Service cost, gross
|
1,063
|
|
|
1,090
|
|
|
30,665
|
|
|
30,721
|
|
|
—
|
|
|
—
|
|
|
31,728
|
|
|
31,811
|
|
||||||||
Interest cost
|
4,585
|
|
|
4,242
|
|
|
10,192
|
|
|
8,630
|
|
|
64
|
|
|
66
|
|
|
14,841
|
|
|
12,938
|
|
||||||||
Actuarial losses (gains)
|
14,449
|
|
|
(10,019
|
)
|
|
84,262
|
|
|
(40,469
|
)
|
|
(129
|
)
|
|
(167
|
)
|
|
98,582
|
|
|
(50,655
|
)
|
||||||||
Plan amendments and other
|
—
|
|
|
—
|
|
|
—
|
|
|
974
|
|
|
(576
|
)
|
|
(8
|
)
|
|
(576
|
)
|
|
966
|
|
||||||||
Benefits paid
|
(7,849
|
)
|
|
(7,682
|
)
|
|
(38,181
|
)
|
|
(36,379
|
)
|
|
(250
|
)
|
|
(378
|
)
|
|
(46,280
|
)
|
|
(44,439
|
)
|
||||||||
Impact of foreign currency
|
—
|
|
|
—
|
|
|
10,230
|
|
|
(17,860
|
)
|
|
—
|
|
|
—
|
|
|
10,230
|
|
|
(17,860
|
)
|
||||||||
Benefit obligation at end of year
|
$
|
142,450
|
|
|
$
|
130,202
|
|
|
$
|
961,263
|
|
|
$
|
864,095
|
|
|
$
|
1,295
|
|
|
$
|
2,186
|
|
|
$
|
1,105,008
|
|
|
$
|
996,483
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fair value of plan assets at beginning of year
|
$
|
95,541
|
|
|
$
|
111,567
|
|
|
$
|
767,410
|
|
|
$
|
808,215
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
862,951
|
|
|
$
|
919,782
|
|
Actual return on plan assets
|
15,037
|
|
|
(8,419
|
)
|
|
76,732
|
|
|
(34,102
|
)
|
|
—
|
|
|
—
|
|
|
91,769
|
|
|
(42,521
|
)
|
||||||||
Employer contributions
|
83
|
|
|
75
|
|
|
25,323
|
|
|
26,032
|
|
|
250
|
|
|
227
|
|
|
25,656
|
|
|
26,334
|
|
||||||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
15,130
|
|
|
15,176
|
|
|
—
|
|
|
151
|
|
|
15,130
|
|
|
15,327
|
|
||||||||
Benefits paid
|
(7,849
|
)
|
|
(7,682
|
)
|
|
(38,181
|
)
|
|
(36,379
|
)
|
|
(250
|
)
|
|
(378
|
)
|
|
(46,280
|
)
|
|
(44,439
|
)
|
||||||||
Impact of foreign currency and other
|
—
|
|
|
—
|
|
|
15,548
|
|
|
(11,532
|
)
|
|
—
|
|
|
—
|
|
|
15,548
|
|
|
(11,532
|
)
|
||||||||
Fair value of plan assets at end of year
|
$
|
102,812
|
|
|
$
|
95,541
|
|
|
$
|
861,962
|
|
|
$
|
767,410
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
964,774
|
|
|
$
|
862,951
|
|
Funded status
|
$
|
(39,638
|
)
|
|
$
|
(34,661
|
)
|
|
$
|
(99,301
|
)
|
|
$
|
(96,685
|
)
|
|
$
|
(1,295
|
)
|
|
$
|
(2,186
|
)
|
|
$
|
(140,234
|
)
|
|
$
|
(133,532
|
)
|
|
U.S. Pension Benefits
|
|
Non-U.S. Pension Benefits
|
|
Other Benefits
|
|
Total
|
||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
Other non-current assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
44,536
|
|
|
$
|
46,014
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
44,536
|
|
|
$
|
46,014
|
|
Accrued and other liabilities
|
(126
|
)
|
|
(110
|
)
|
|
(5,023
|
)
|
|
(4,884
|
)
|
|
(239
|
)
|
|
(431
|
)
|
|
(5,388
|
)
|
|
(5,425
|
)
|
||||||||
Pension and other post-retirement liabilities
|
(39,512
|
)
|
|
(34,551
|
)
|
|
(138,813
|
)
|
|
(137,815
|
)
|
|
(1,057
|
)
|
|
(1,755
|
)
|
|
(179,382
|
)
|
|
(174,121
|
)
|
||||||||
Accumulated other comprehensive loss (income)
|
64,269
|
|
|
61,344
|
|
|
286,370
|
|
|
260,820
|
|
|
(924
|
)
|
|
(910
|
)
|
|
349,715
|
|
|
321,254
|
|
||||||||
Total
|
$
|
24,631
|
|
|
$
|
26,683
|
|
|
$
|
187,070
|
|
|
$
|
164,135
|
|
|
$
|
(2,220
|
)
|
|
$
|
(3,096
|
)
|
|
$
|
209,481
|
|
|
$
|
187,722
|
|
|
U.S. Pension
Benefits
|
|
Non-U.S. Pension
Benefits
|
|
Other Benefits
|
|
Total
|
|
Total, After Tax
|
||||||||||
Plan amendments and prior service cost
|
$
|
—
|
|
|
$
|
(15,925
|
)
|
|
$
|
(576
|
)
|
|
$
|
(16,501
|
)
|
|
$
|
(13,041
|
)
|
Actuarial losses (gains)
|
64,269
|
|
|
302,295
|
|
|
(348
|
)
|
|
366,216
|
|
|
283,444
|
|
|||||
Total
|
$
|
64,269
|
|
|
$
|
286,370
|
|
|
$
|
(924
|
)
|
|
$
|
349,715
|
|
|
$
|
270,403
|
|
|
U.S. Pension
Benefits
|
|
Non-U.S. Pension
Benefits
|
|
Other Benefits
|
|
Total
|
|
Total, After Tax
|
||||||||||
Net actuarial losses (gains)
|
$
|
5,299
|
|
|
$
|
36,692
|
|
|
$
|
(129
|
)
|
|
$
|
41,862
|
|
|
$
|
32,699
|
|
Plan amendment
|
—
|
|
|
—
|
|
|
(576
|
)
|
|
(576
|
)
|
|
(430
|
)
|
|||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Actuarial (losses) gains
|
(2,374
|
)
|
|
(20,505
|
)
|
|
691
|
|
|
(22,188
|
)
|
|
(17,594
|
)
|
|||||
Plan amendments and prior service cost
|
—
|
|
|
6,721
|
|
|
—
|
|
|
6,721
|
|
|
5,450
|
|
|||||
Impact of foreign currency
|
—
|
|
|
2,642
|
|
|
—
|
|
|
2,642
|
|
|
2,108
|
|
|||||
Total
|
$
|
2,925
|
|
|
$
|
25,550
|
|
|
$
|
(14
|
)
|
|
$
|
28,461
|
|
|
$
|
22,233
|
|
|
U.S.
|
|
Non-U.S.
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Discount rate
|
3.03
|
%
|
|
4.11
|
%
|
|
0.51
|
%
|
|
1.22
|
%
|
Compensation increase rate
|
n/a
|
|
|
n/a
|
|
|
0.86
|
%
|
|
0.87
|
%
|
Expected long-term rate of return on plan assets
|
6.25
|
%
|
|
6.50
|
%
|
|
3.76
|
%
|
|
3.84
|
%
|
|
U.S.
|
|
Non-U.S.
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||
Discount rate
|
4.11
|
%
|
|
3.49
|
%
|
|
3.97
|
%
|
|
1.22
|
%
|
|
0.97
|
%
|
|
0.98
|
%
|
Compensation increase rate
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
0.87
|
%
|
|
0.87
|
%
|
|
0.85
|
%
|
Expected long-term rate of return on plan assets
|
6.50
|
%
|
|
6.50
|
%
|
|
6.75
|
%
|
|
3.84
|
%
|
|
3.86
|
%
|
|
4.09
|
%
|
|
U.S.
|
|
Non-U.S.
|
|
Other Benefits
|
|
Total
|
||||||||||||||||||||||||||||||||||||||||
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||||||||||||
Service cost, net
|
$
|
1,063
|
|
|
$
|
1,090
|
|
|
$
|
565
|
|
|
$
|
15,534
|
|
|
$
|
15,545
|
|
|
$
|
16,341
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,597
|
|
|
$
|
16,635
|
|
|
$
|
16,906
|
|
Interest cost on projected benefit obligations
|
4,585
|
|
|
4,242
|
|
|
4,374
|
|
|
10,192
|
|
|
8,630
|
|
|
8,511
|
|
|
64
|
|
|
66
|
|
|
70
|
|
|
14,841
|
|
|
12,938
|
|
|
12,955
|
|
||||||||||||
Expected return on plan assets
|
(5,887
|
)
|
|
(6,929
|
)
|
|
(6,737
|
)
|
|
(29,162
|
)
|
|
(31,005
|
)
|
|
(30,349
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,049
|
)
|
|
(37,934
|
)
|
|
(37,086
|
)
|
||||||||||||
Recognition of actuarial losses/(gains) and prior service costs
|
2,374
|
|
|
5,804
|
|
|
6,556
|
|
|
13,784
|
|
|
14,575
|
|
|
16,247
|
|
|
(691
|
)
|
|
(1,623
|
)
|
|
(2,674
|
)
|
|
15,467
|
|
|
18,756
|
|
|
20,129
|
|
||||||||||||
Net periodic pension cost / (benefit)
|
$
|
2,135
|
|
|
$
|
4,207
|
|
|
$
|
4,758
|
|
|
$
|
10,348
|
|
|
$
|
7,745
|
|
|
$
|
10,750
|
|
|
$
|
(627
|
)
|
|
$
|
(1,557
|
)
|
|
$
|
(2,604
|
)
|
|
$
|
11,856
|
|
|
$
|
10,395
|
|
|
$
|
12,904
|
|
|
U.S. Pension
Benefits
|
|
Non-U.S.
Pension Benefits
|
|
Other Benefits
|
|
Total
|
||||||||
Plan amendments and prior service costs
|
$
|
—
|
|
|
$
|
(6,904
|
)
|
|
$
|
(75
|
)
|
|
$
|
(6,979
|
)
|
Actuarial losses (gains)
|
2,578
|
|
|
22,694
|
|
|
(28
|
)
|
|
25,244
|
|
||||
Total
|
$
|
2,578
|
|
|
$
|
15,790
|
|
|
$
|
(103
|
)
|
|
$
|
18,265
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||
|
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
|
||||||||||||||||
Asset Category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cash and Cash Equivalents
|
$
|
104,144
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
104,144
|
|
|
$
|
111,484
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
111,484
|
|
Equity Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mettler-Toledo Stock
|
2,620
|
|
|
—
|
|
|
—
|
|
|
2,620
|
|
|
2,436
|
|
|
—
|
|
|
—
|
|
|
2,436
|
|
||||||||
Equity Mutual Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.(1)
|
7,245
|
|
|
29,885
|
|
|
—
|
|
|
37,130
|
|
|
4,989
|
|
|
22,569
|
|
|
—
|
|
|
27,558
|
|
||||||||
International(2)
|
62,569
|
|
|
53,188
|
|
|
—
|
|
|
115,757
|
|
|
68,544
|
|
|
45,892
|
|
|
—
|
|
|
114,436
|
|
||||||||
Emerging Markets(3)
|
110,972
|
|
|
822
|
|
|
—
|
|
|
111,794
|
|
|
95,146
|
|
|
692
|
|
|
—
|
|
|
95,838
|
|
||||||||
Fixed Income Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate/Government Bonds(4)
|
84,020
|
|
|
—
|
|
|
—
|
|
|
84,020
|
|
|
71,644
|
|
|
—
|
|
|
—
|
|
|
71,644
|
|
||||||||
Fixed Income Mutual Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Insurance Contracts(5)
|
—
|
|
|
37,459
|
|
|
1,486
|
|
|
38,945
|
|
|
—
|
|
|
22,852
|
|
|
1,461
|
|
|
24,313
|
|
||||||||
Core Bond(6)
|
116,629
|
|
|
61,960
|
|
|
—
|
|
|
178,589
|
|
|
95,493
|
|
|
54,448
|
|
|
—
|
|
|
149,941
|
|
||||||||
Real Asset Mutual Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Real Estate(7)
|
95,580
|
|
|
14,185
|
|
|
—
|
|
|
109,765
|
|
|
83,879
|
|
|
13,838
|
|
|
—
|
|
|
97,717
|
|
||||||||
Commodities(8)
|
47,697
|
|
|
—
|
|
|
—
|
|
|
47,697
|
|
|
40,267
|
|
|
—
|
|
|
—
|
|
|
40,267
|
|
||||||||
Other Types of Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Debt Securities (9)
|
39,275
|
|
|
—
|
|
|
—
|
|
|
39,275
|
|
|
38,616
|
|
|
—
|
|
|
—
|
|
|
38,616
|
|
||||||||
Global Allocation Funds(10)
|
12,269
|
|
|
—
|
|
|
—
|
|
|
12,269
|
|
|
11,195
|
|
|
10,562
|
|
|
—
|
|
|
21,757
|
|
||||||||
Insurance Linked Securities(11)
|
18,434
|
|
|
—
|
|
|
—
|
|
|
18,434
|
|
|
18,664
|
|
|
—
|
|
|
—
|
|
|
18,664
|
|
||||||||
Total assets in fair value hierarchy
|
$
|
701,454
|
|
|
$
|
197,499
|
|
|
$
|
1,486
|
|
|
$
|
900,439
|
|
|
$
|
642,357
|
|
|
$
|
170,853
|
|
|
$
|
1,461
|
|
|
$
|
814,671
|
|
Investments measured at net asset value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
International(2)
|
|
|
|
|
|
|
3,288
|
|
|
|
|
|
|
|
2,792
|
|
|||||||||||||||
Emerging Markets (3)
|
|
|
|
|
|
|
6,650
|
|
|
|
|
|
|
|
4,889
|
||||||||||||||||
Multi-Strategy Fund of Hedge Funds (12)
|
|
|
|
|
|
|
54,397
|
|
|
|
|
|
|
|
40,599
|
||||||||||||||||
Total pension assets at fair value
|
|
|
|
|
|
|
$
|
964,774
|
|
|
|
|
|
|
|
|
$
|
862,951
|
|
(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 a loan to a wholly owned subsidiary of the Company. See Note 10 for additional disclosure.
|
(10)
|
Represents mutual funds invested globally in both equities and fixed income securities.
|
(11)
|
Represents a broadly diversified portfolio of assets that carry exposure to insurance risks, particularly insurance linked securities.
|
(12)
|
Represents investments in underlying globally diversified hedge funds. Investments that are measured using the net asset value (NAV) per share practical expedient have not been categorized in the fair value hierarchy. The amounts presented above are intended to permit reconciliation of the fair value hierarchy to the fair value of total plan assets in order to determine the amounts included in the consolidated balance sheet.
|
|
Insurance
Contracts
|
||
Balance at December 31, 2017
|
$
|
1,514
|
|
Actual return on plan assets related to assets held at end of year
|
14
|
|
|
Sales
|
(85
|
)
|
|
Purchases
|
82
|
|
|
Impact of foreign currency
|
(64
|
)
|
|
Balance at December 31, 2018
|
$
|
1,461
|
|
Actual return on plan assets related to assets held at end of year
|
14
|
|
|
Sales
|
(54
|
)
|
|
Purchases
|
83
|
|
|
Impact of foreign currency
|
(18
|
)
|
|
Balance at December 31, 2019
|
$
|
1,486
|
|
|
U.S. Pension
Benefits
|
|
Non-U.S. Pension
Benefits
|
|
Other Benefits Net of
Subsidy
|
|
Total
|
||||||||
2020
|
$
|
8,247
|
|
|
$
|
44,024
|
|
|
$
|
239
|
|
|
$
|
52,510
|
|
2021
|
8,427
|
|
|
45,587
|
|
|
191
|
|
|
54,205
|
|
||||
2022
|
8,549
|
|
|
44,554
|
|
|
146
|
|
|
53,249
|
|
||||
2023
|
8,700
|
|
|
45,206
|
|
|
120
|
|
|
54,026
|
|
||||
2024
|
8,776
|
|
|
46,141
|
|
|
106
|
|
|
55,023
|
|
||||
2025-2029
|
43,317
|
|
|
224,446
|
|
|
371
|
|
|
268,134
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
United States
|
$
|
102,262
|
|
|
$
|
60,043
|
|
|
$
|
45,105
|
|
Non-United States
|
579,132
|
|
|
591,815
|
|
|
529,117
|
|
|||
Earnings before taxes
|
$
|
681,394
|
|
|
$
|
651,858
|
|
|
$
|
574,222
|
|
|
Current
|
|
Deferred
|
|
Total
|
||||||
Year ended December 31, 2019:
|
|
|
|
|
|
||||||
United States federal
|
$
|
3,033
|
|
|
$
|
(2,622
|
)
|
|
$
|
411
|
|
United States state and local
|
(996
|
)
|
|
(1,950
|
)
|
|
(2,946
|
)
|
|||
Non-United States
|
122,878
|
|
|
(58
|
)
|
|
122,820
|
|
|||
Total
|
$
|
124,915
|
|
|
$
|
(4,630
|
)
|
|
$
|
120,285
|
|
Year ended December 31, 2018:
|
|
|
|
|
|
|
|
|
|||
United States federal
|
$
|
3,422
|
|
|
$
|
(4,699
|
)
|
|
$
|
(1,277
|
)
|
United States state and local
|
5,073
|
|
|
(161
|
)
|
|
4,912
|
|
|||
Non-United States
|
128,450
|
|
|
7,162
|
|
|
135,612
|
|
|||
Total
|
$
|
136,945
|
|
|
$
|
2,302
|
|
|
$
|
139,247
|
|
Year ended December 31, 2017:
|
|
|
|
|
|
|
|
|
|||
United States federal
|
$
|
55,660
|
|
|
$
|
10,173
|
|
|
$
|
65,833
|
|
United States state and local
|
361
|
|
|
3,471
|
|
|
3,832
|
|
|||
Non-United States
|
144,974
|
|
|
(16,389
|
)
|
|
128,585
|
|
|||
Total
|
$
|
200,995
|
|
|
$
|
(2,745
|
)
|
|
$
|
198,250
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Expected tax
|
$
|
143,092
|
|
|
$
|
136,890
|
|
|
$
|
200,978
|
|
United States state and local income taxes, net of federal income tax benefit
|
499
|
|
|
2,787
|
|
|
376
|
|
|||
Net effect of Swiss tax reform (see below)
|
(15,833
|
)
|
|
—
|
|
|
—
|
|
|||
Net effect of U.S. tax reform (see below)
|
—
|
|
|
3,597
|
|
|
71,982
|
|
|||
Non-United States income taxes at other than U.S. federal rate
|
18,546
|
|
|
12,710
|
|
|
(43,691
|
)
|
|||
Excess tax benefits from stock option exercises
|
(28,279
|
)
|
|
(13,836
|
)
|
|
(35,171
|
)
|
|||
Effect of Biotix contingent consideration settlement
|
—
|
|
|
(4,394
|
)
|
|
—
|
|
|||
Other, net
|
2,260
|
|
|
1,493
|
|
|
3,776
|
|
|||
Total provision for taxes
|
$
|
120,285
|
|
|
$
|
139,247
|
|
|
$
|
198,250
|
|
•
|
Cash charges of $62 million for un-repatriated foreign earnings due to the estimated Transition Tax of $54 million, and $8 million of foreign withholding taxes, and U.S. federal, state, and local taxes related to the reassessment of planned repatriation of certain foreign earnings that were previously determined to be permanently reinvested. All other undistributed earnings were considered permanently reinvested.
|
•
|
A non-cash charge of $13 million primarily related to changes in the treatment of certain deferred tax items and other non-cash items. The effect of remeasuring the U.S. net deferred tax balances resulting from the reduction of the U.S. income tax rate from 35% to 21% was immaterial.
|
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
|
|
||
Inventory
|
$
|
15,756
|
|
|
$
|
15,078
|
|
Lease liability, accrued and other liabilities
|
85,590
|
|
|
65,879
|
|
||
Accrued post-retirement benefit and pension costs
|
53,078
|
|
|
50,496
|
|
||
Net operating loss and tax credit carryforwards
|
30,647
|
|
|
30,696
|
|
||
Swiss tax reform intangible assets
|
48,062
|
|
|
—
|
|
||
Other
|
11,918
|
|
|
17,397
|
|
||
Total deferred tax assets
|
245,051
|
|
|
179,546
|
|
||
Less valuation allowance
|
(50,853
|
)
|
|
(15,084
|
)
|
||
Total deferred tax assets less valuation allowance
|
194,198
|
|
|
164,462
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Inventory
|
5,952
|
|
|
4,890
|
|
||
Lease right-of-use assets and other assets
|
27,268
|
|
|
—
|
|
||
Property, plant, and equipment
|
51,298
|
|
|
47,451
|
|
||
Acquired intangibles amortization
|
63,451
|
|
|
66,386
|
|
||
Prepaid post-retirement benefit and pension costs
|
28,542
|
|
|
31,473
|
|
||
International earnings
|
24,137
|
|
|
18,680
|
|
||
Unrealized currency gains
|
1,839
|
|
|
9,334
|
|
||
Total deferred tax liabilities
|
202,487
|
|
|
178,214
|
|
||
Net deferred tax (liability) asset
|
$
|
(8,289
|
)
|
|
$
|
(13,752
|
)
|
|
2019
|
|
2018
|
||||
Unrecognized tax benefits at beginning of year
|
$
|
25,676
|
|
|
$
|
24,090
|
|
Increases related to current tax positions
|
6,215
|
|
|
7,638
|
|
||
Decreases related to prior year tax positions
|
(116
|
)
|
|
(605
|
)
|
||
Decreases relating to taxing authority settlements
|
—
|
|
|
(4,454
|
)
|
||
Decreases resulting from a lapse of the applicable statute of limitations
|
(1,748
|
)
|
|
(505
|
)
|
||
Other, net
|
(93
|
)
|
|
(488
|
)
|
||
Unrecognized tax benefits at end of year
|
$
|
29,934
|
|
|
$
|
25,676
|
|
|
|
Total
|
||
Balance at December 31, 2017
|
|
$
|
10,620
|
|
Restructuring charges
|
|
18,420
|
|
|
Cash payments / utilization
|
|
(20,820
|
)
|
|
Impact of foreign currency
|
|
(248
|
)
|
|
Balance at December 31, 2018
|
|
$
|
7,972
|
|
Restructuring charges
|
|
15,760
|
|
|
Cash payments / utilization
|
|
(16,483
|
)
|
|
Impact of foreign currency
|
|
(548
|
)
|
|
Balance at December 31, 2019
|
|
$
|
6,701
|
|
|
2019
|
|
Balance Sheet Location
|
||
Right-of-use assets, net
|
$
|
87,317
|
|
|
Other non-current assets
|
|
|
|
|
||
Current lease liability
|
$
|
27,584
|
|
|
Accrued and other liabilities
|
Non-current lease liability
|
60,937
|
|
|
Other non-current liabilities
|
|
Total operating lease liability
|
$
|
88,521
|
|
|
|
|
|
2019
|
||
Operating lease expense
|
|
$
|
33,666
|
|
Variable lease expense
|
|
4,337
|
|
|
Short-term lease expense
|
|
1,187
|
|
|
Total lease expense
|
|
$
|
39,190
|
|
|
|
|
||
Weighted average remaining lease term
|
|
6.4 years
|
|
|
Weighted average discount rate
|
|
2.9
|
%
|
2020
|
|
$
|
29,685
|
|
2021
|
|
21,211
|
|
|
2022
|
|
13,059
|
|
|
2023
|
|
8,241
|
|
|
2024
|
|
4,449
|
|
|
Thereafter
|
|
21,672
|
|
|
Total lease payments
|
|
98,317
|
|
|
Less imputed interest
|
|
(9,796
|
)
|
|
Total operating lease liability
|
|
$
|
88,521
|
|
2019
|
|
$
|
32,113
|
|
2020
|
|
23,771
|
|
|
2021
|
|
16,986
|
|
|
2022
|
|
9,855
|
|
|
2023
|
|
7,435
|
|
|
Thereafter
|
|
5,081
|
|
|
Total lease payments
|
|
$
|
95,241
|
|
For the Year Ended December 31, 2019
|
|
Net Sales to
External
Customers
|
|
Net Sales to
Other
Segments
|
|
Total Net
Sales
|
|
Segment
Profit
|
|
Depreciation
|
|
Total Assets(c)
|
|
Purchase of
Property, Plant,
and Equipment
|
|
Goodwill
|
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
U.S. Operations
|
|
$
|
1,057,115
|
|
|
$
|
114,794
|
|
|
$
|
1,171,909
|
|
|
$
|
210,133
|
|
|
$
|
10,684
|
|
|
$
|
2,363,725
|
|
|
$
|
(15,607
|
)
|
|
$
|
410,022
|
|
Swiss Operations
|
|
139,499
|
|
|
657,678
|
|
|
797,177
|
|
|
233,292
|
|
|
6,069
|
|
|
1,648,065
|
|
|
(5,820
|
)
|
|
22,369
|
|
||||||||
Western European Operations
|
|
700,741
|
|
|
175,759
|
|
|
876,500
|
|
|
123,845
|
|
|
4,450
|
|
|
1,150,214
|
|
|
(11,267
|
)
|
|
87,980
|
|
||||||||
Chinese Operations
|
|
544,716
|
|
|
224,517
|
|
|
769,233
|
|
|
266,522
|
|
|
8,045
|
|
|
694,903
|
|
|
(10,252
|
)
|
|
633
|
|
||||||||
Other(a)
|
|
566,581
|
|
|
5,890
|
|
|
572,471
|
|
|
71,483
|
|
|
3,395
|
|
|
358,281
|
|
|
(4,936
|
)
|
|
14,975
|
|
||||||||
Eliminations and Corporate(b)
|
|
—
|
|
|
(1,178,638
|
)
|
|
(1,178,638
|
)
|
|
(127,197
|
)
|
|
6,348
|
|
|
(3,425,867
|
)
|
|
(49,459
|
)
|
|
—
|
|
||||||||
Total
|
|
$
|
3,008,652
|
|
|
$
|
—
|
|
|
$
|
3,008,652
|
|
|
$
|
778,078
|
|
|
$
|
38,991
|
|
|
$
|
2,789,321
|
|
|
$
|
(97,341
|
)
|
|
$
|
535,979
|
|
For the Year Ended December 31, 2018
|
|
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
|
|
$
|
1,007,798
|
|
|
$
|
104,458
|
|
|
$
|
1,112,256
|
|
|
$
|
161,615
|
|
|
$
|
10,425
|
|
|
$
|
2,113,268
|
|
|
$
|
(27,896
|
)
|
|
$
|
410,021
|
|
Swiss Operations
|
|
134,064
|
|
|
628,529
|
|
|
762,593
|
|
|
202,027
|
|
|
5,835
|
|
|
1,471,625
|
|
|
(1,123
|
)
|
|
21,994
|
|
||||||||
Western European Operations
|
|
718,788
|
|
|
176,995
|
|
|
895,783
|
|
|
122,574
|
|
|
4,173
|
|
|
983,809
|
|
|
(16,879
|
)
|
|
87,242
|
|
||||||||
Chinese Operations
|
|
525,109
|
|
|
242,452
|
|
|
767,561
|
|
|
270,668
|
|
|
7,869
|
|
|
1,237,248
|
|
|
(13,248
|
)
|
|
644
|
|
||||||||
Other(a)
|
|
549,827
|
|
|
6,543
|
|
|
556,370
|
|
|
78,317
|
|
|
3,774
|
|
|
319,070
|
|
|
(8,342
|
)
|
|
14,879
|
|
||||||||
Eliminations and Corporate(b)
|
|
—
|
|
|
(1,158,977
|
)
|
|
(1,158,977
|
)
|
|
(104,696
|
)
|
|
5,091
|
|
|
(3,506,173
|
)
|
|
(75,238
|
)
|
|
—
|
|
||||||||
Total
|
|
$
|
2,935,586
|
|
|
$
|
—
|
|
|
$
|
2,935,586
|
|
|
$
|
730,505
|
|
|
$
|
37,167
|
|
|
$
|
2,618,847
|
|
|
$
|
(142,726
|
)
|
|
$
|
534,780
|
|
For the Year Ended December 31, 2017
|
|
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
|
|
$
|
944,825
|
|
|
$
|
99,117
|
|
|
$
|
1,043,942
|
|
|
$
|
177,705
|
|
|
$
|
7,659
|
|
|
$
|
1,937,688
|
|
|
$
|
(38,969
|
)
|
|
$
|
409,520
|
|
Swiss Operations
|
|
133,925
|
|
|
563,083
|
|
|
697,008
|
|
|
174,447
|
|
|
5,551
|
|
|
1,374,150
|
|
|
(19,589
|
)
|
|
22,171
|
|
||||||||
Western European Operations
|
|
673,776
|
|
|
170,820
|
|
|
844,596
|
|
|
123,841
|
|
|
4,052
|
|
|
1,805,294
|
|
|
(7,094
|
)
|
|
91,927
|
|
||||||||
Chinese Operations
|
|
452,617
|
|
|
232,882
|
|
|
685,499
|
|
|
231,860
|
|
|
7,168
|
|
|
1,068,811
|
|
|
(13,246
|
)
|
|
690
|
|
||||||||
Other(a)
|
|
519,910
|
|
|
7,934
|
|
|
527,844
|
|
|
72,681
|
|
|
3,474
|
|
|
310,667
|
|
|
(4,131
|
)
|
|
15,530
|
|
||||||||
Eliminations and Corporate(b)
|
|
—
|
|
|
(1,073,836
|
)
|
|
(1,073,836
|
)
|
|
(127,952
|
)
|
|
5,554
|
|
|
(3,946,805
|
)
|
|
(44,397
|
)
|
|
—
|
|
||||||||
Total
|
|
$
|
2,725,053
|
|
|
$
|
—
|
|
|
$
|
2,725,053
|
|
|
$
|
652,582
|
|
|
$
|
33,458
|
|
|
$
|
2,549,805
|
|
|
$
|
(127,426
|
)
|
|
$
|
539,838
|
|
(a)
|
Other includes reporting units in Southeast Asia, Latin America, Eastern Europe, 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.
|
(c)
|
The lease right-of-use asset, net increased total assets as of December 31, 2019 for U.S. Operations by $38.3 million, Swiss Operations by $1.3 million, Western European Operations by $20.1 million, Chinese Operations by $3.0 million, Other by $22.7 million, and Corporate by $1.9 million.
|
|
2019
|
|
2018
|
|
2017
|
||||||
Earnings before taxes
|
$
|
681,394
|
|
|
$
|
651,858
|
|
|
$
|
574,222
|
|
Amortization
|
49,690
|
|
|
47,524
|
|
|
42,671
|
|
|||
Interest expense
|
37,411
|
|
|
34,511
|
|
|
32,785
|
|
|||
Restructuring charges
|
15,760
|
|
|
18,420
|
|
|
12,772
|
|
|||
Other charges (income), net
|
(6,177
|
)
|
|
(21,808
|
)
|
|
(9,868
|
)
|
|||
Segment profit
|
$
|
778,078
|
|
|
$
|
730,505
|
|
|
$
|
652,582
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Laboratory
|
$
|
1,578,625
|
|
|
$
|
1,504,600
|
|
|
$
|
1,358,493
|
|
Industrial
|
1,233,970
|
|
|
1,211,362
|
|
|
1,158,335
|
|
|||
Retail
|
196,057
|
|
|
219,624
|
|
|
208,225
|
|
|||
Total net sales
|
$
|
3,008,652
|
|
|
$
|
2,935,586
|
|
|
$
|
2,725,053
|
|
|
Net Sales
|
|
Property, Plant, and
Equipment, Net
|
||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
||||||||||
United States
|
$
|
984,524
|
|
|
$
|
933,419
|
|
|
$
|
888,241
|
|
|
$
|
200,497
|
|
|
$
|
234,395
|
|
Other Americas
|
181,323
|
|
|
172,537
|
|
|
162,672
|
|
|
3,828
|
|
|
2,946
|
|
|||||
Total Americas
|
1,165,847
|
|
|
1,105,956
|
|
|
1,050,913
|
|
|
204,325
|
|
|
237,341
|
|
|||||
Germany
|
195,790
|
|
|
205,296
|
|
|
192,126
|
|
|
48,401
|
|
|
48,030
|
|
|||||
France
|
130,387
|
|
|
141,513
|
|
|
130,427
|
|
|
8,849
|
|
|
7,810
|
|
|||||
United Kingdom
|
66,855
|
|
|
70,378
|
|
|
64,361
|
|
|
26,502
|
|
|
17,347
|
|
|||||
Switzerland
|
65,202
|
|
|
65,377
|
|
|
63,090
|
|
|
295,029
|
|
|
293,388
|
|
|||||
Other Europe
|
433,858
|
|
|
426,209
|
|
|
399,923
|
|
|
59,179
|
|
|
12,791
|
|
|||||
Total Europe
|
892,092
|
|
|
908,773
|
|
|
849,927
|
|
|
437,960
|
|
|
379,366
|
|
|||||
China
|
527,076
|
|
|
506,360
|
|
|
439,373
|
|
|
85,817
|
|
|
87,643
|
|
|||||
Rest of World
|
423,637
|
|
|
414,497
|
|
|
384,840
|
|
|
20,555
|
|
|
13,176
|
|
|||||
Total Asia/Rest of World
|
950,713
|
|
|
920,857
|
|
|
824,213
|
|
|
106,372
|
|
|
100,819
|
|
|||||
Total
|
$
|
3,008,652
|
|
|
$
|
2,935,586
|
|
|
$
|
2,725,053
|
|
|
$
|
748,657
|
|
|
$
|
717,526
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales
|
$
|
679,452
|
|
|
$
|
731,366
|
|
|
$
|
753,866
|
|
|
$
|
843,968
|
|
Gross profit
|
$
|
388,319
|
|
|
$
|
419,538
|
|
|
$
|
435,056
|
|
|
$
|
498,298
|
|
Net earnings(a)
|
$
|
111,805
|
|
|
$
|
127,160
|
|
|
$
|
129,395
|
|
|
$
|
192,749
|
|
Basic earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Net earnings
|
$
|
4.50
|
|
|
$
|
5.15
|
|
|
$
|
5.28
|
|
|
$
|
7.95
|
|
Weighted average number of common shares
|
24,851,340
|
|
|
24,698,032
|
|
|
24,487,268
|
|
|
24,241,383
|
|
||||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Net earnings
|
$
|
4.42
|
|
|
$
|
5.06
|
|
|
$
|
5.20
|
|
|
$
|
7.84
|
|
Weighted average number of common and common equivalent shares
|
25,310,525
|
|
|
25,118,352
|
|
|
24,880,179
|
|
|
24,599,702
|
|
||||
Market price per share:
|
|
|
|
|
|
|
|
||||||||
High
|
$
|
729.72
|
|
|
$
|
840.00
|
|
|
$
|
872.45
|
|
|
$
|
793.31
|
|
Low
|
$
|
513.56
|
|
|
$
|
701.80
|
|
|
$
|
642.84
|
|
|
$
|
658.61
|
|
|
|
|
|
|
|
|
|
||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales
|
$
|
660,821
|
|
|
$
|
721,996
|
|
|
$
|
734,846
|
|
|
$
|
817,923
|
|
Gross profit
|
$
|
374,933
|
|
|
$
|
412,625
|
|
|
$
|
419,254
|
|
|
$
|
477,566
|
|
Net earnings(a)
|
$
|
93,304
|
|
|
$
|
111,468
|
|
|
$
|
126,653
|
|
|
$
|
181,186
|
|
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|||||
Net earnings
|
$
|
3.66
|
|
|
$
|
4.41
|
|
|
$
|
5.04
|
|
|
$
|
7.25
|
|
Weighted average number of common shares
|
25,468,323
|
|
|
25,299,414
|
|
|
25,126,061
|
|
|
24,975,303
|
|
||||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|||||
Net earnings
|
$
|
3.58
|
|
|
$
|
4.31
|
|
|
$
|
4.93
|
|
|
$
|
7.11
|
|
Weighted average number of common and common equivalent shares
|
26,095,647
|
|
|
25,867,383
|
|
|
25,683,365
|
|
|
25,490,270
|
|
||||
Market price per share:
|
|
|
|
|
|
|
|
|
|
|
|||||
High
|
$
|
692.30
|
|
|
$
|
595.14
|
|
|
$
|
617.94
|
|
|
$
|
645.33
|
|
Low
|
$
|
566.87
|
|
|
$
|
546.43
|
|
|
$
|
559.44
|
|
|
$
|
524.03
|
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
||||||||||||
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
|
|
|
|
(1)
|
|
(2)
|
|
|
|
|
||||||||||
|
|
Balance at the
Beginning of
Period
|
|
Charged to
Costs and Expenses
|
|
Charged to
Other Accounts
|
|
|
|
Balance at End
of Period
|
||||||||||
Description
|
|
|
|
|
-Deductions-
|
|
||||||||||||||
|
|
|
|
|
|
Note (A)
|
|
Note (B)
|
|
|
||||||||||
Deferred tax valuation allowance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Year ended December 31, 2019
|
|
$
|
15,084
|
|
|
$
|
36,658
|
|
|
$
|
—
|
|
|
$
|
889
|
|
|
$
|
50,853
|
|
Year ended December 31, 2018
|
|
$
|
12,857
|
|
|
$
|
—
|
|
|
$
|
3,023
|
|
|
$
|
796
|
|
|
$
|
15,084
|
|
Year ended December 31, 2017
|
|
$
|
10,730
|
|
|
$
|
9,513
|
|
|
$
|
72,170
|
|
|
$
|
79,556
|
|
|
$
|
12,857
|
|
Function
|
Head of Divisions & Operations, Member of the Group Management Committee ("GMC") of the METTLER TOLEDO Group.
|
Employing Company / Position Location
|
Mettler-Toledo International Inc., Greifensee Branch, 8606 Greifensee, Switzerland. The principal place of work is Greifensee, Switzerland. Given the international presence of the company, employee’s duties will require regular business travel to the Group’s various locations.
If not otherwise stipulated in this agreement, the General Terms and Conditions of Employment ("GTCE") of our Swiss operations apply. |
Remuneration
|
Base Salary of CHF 435’000.00 gross per annum, effective with the starting date, payable in twelve equal monthly installments of CHF 36'250.00.
|
|
Participation in the Incentive Plan POBS Plus for Members of the Group Management of METTLER TOLEDO pursuant to the then-current plan and regulations. Under this plan Employee is eligible to earn a cash incentive based upon achievement of various financial and personal targets. For 100% target achievement, the cash incentive is currently CHF 195'750.00 gross (45% of base salary). The scaling of the incentive system and selection and weighting of targets, including personal targets, are determined by the Compensation Committee of the Board of Directors.
|
Expenses
|
Expense Allowance according to then-current regulations of CHF 10'500.00 per annum, payable in twelve monthly installments of CHF 875.00. No commuting or vehicle allowance will be paid.
|
Equity Incentive Plan
|
Participation in the METTLER TOLEDO Equity Incentive Plan as may be amended from time to time.
|
Personnel Insurance
|
Additional Accident Insurance and Disability Insurance at METTLER TOLEDO’s expense.
Participation in the pension arrangement for GMC members as might be amended from time to time, with defined contributions at METTLER TOLEDO's expense. The insured salary is 77.2727% of Target Salary, subject to limits applicable under Swiss law. |
Vacation
|
27 working days per calendar year, including compensation for overtime as per Supplementary Regulations on Working Hours and Absences of our Swiss operations. Unused vacation days in a given year will not be carried forward.
|
Duration /
Notice Period |
This employment agreement is effective as of January 1, 2020 and is of unlimited duration. It may be terminated by either party without cause by giving twelve (12) months notice in writing to the end of a month and shall terminate at the end of such notice period.
|
Duration /
Notice Period |
This employment agreement is effective as of January 1, 2020 and is of unlimited duration. It may be terminated by either party without cause by giving twelve (12) months notice in writing to the end of a month and shall terminate at the end of such notice period.
|
Non-Competition
|
While Employee is employed by METTLER TOLEDO and for a period of twelve months after his termination, Employee shall not directly or indirectly (a) engage in or be employed in any business anywhere in the world which competes with the businesses of METTLER TOLEDO, or (b) solicit for hire or hire any METTLER TOLEDO employee.
|
Confidentiality
|
Employee agrees to keep confidential both during and after his employment with METTLER TOLEDO all information of a confidential nature not generally known outside of METTLER TOLEDO, and not to use such confidential information other than for purposes of performing his duties for METTLER TOLEDO.
|
Tax Filings
|
The parties acknowledge a separate agreement will be signed regarding tax equalization matters.
|
Previous Employment Agreements
|
With the effectiveness of this employment agreement, all previous employment agreements or amendments to such employment agreements with METTLER TOLEDO shall be considered cancelled. The acquired period of service since January 18, 2016 is taken into consideration where applicable.
|
Applicable Law and Jurisdiction
|
This agreement shall be governed by Swiss law. All disputes concerning the terms and conditions of this agreement shall be brought before the ordinary courts in the Canton of Zurich, Switzerland.
|
Country
|
|
Legal Name
|
|
|
|
Australia
|
|
Mettler-Toledo Limited
|
Australia
|
|
Ohaus Australia Pty. Ltd.
|
Austria
|
|
Mettler-Toledo Ges.m.b.H.
|
Barbdaos
|
|
Mettler-Toledo Finance SRL
|
Belgium
|
|
N.V. Mettler-Toledo
|
Brazil
|
|
Mettler-Toledo Indústria e Comércio Ltda.
|
Canada
|
|
Mettler-Toledo Inc. (Canada)
|
China
|
|
Mettler-Toledo (Changzhou) Precision Instruments Ltd.
|
China
|
|
Mettler-Toledo (Changzhou) Scale & System Ltd.
|
China
|
|
Mettler-Toledo (Changzhou) Measurement Technology Ltd.
|
China
|
|
Mettler-Toledo Instruments (Shanghai) Co., Ltd.
|
China
|
|
Mettler-Toledo International Trading (Shanghai) Co., Ltd.
|
China
|
|
Mettler-Toledo Measurement Instrument (Shanghai) Co., Ltd
|
China
|
|
Ohaus International Trading (Shanghai) Co., Ltd.
|
China
|
|
Ohaus Instruments (Shanghai) Co. Ltd.
|
China
|
|
Ohaus Instruments (Changzhou) Co. Ltd.
|
China
|
|
Mettler-Toledo (Chengdu) Scale & System Ltd.
|
Croatia
|
|
Mettler-Toledo d.o.o.
|
Czech Republic
|
|
Mettler-Toledo spol. s.r.o.
|
Denmark
|
|
Mettler-Toledo A/S
|
France
|
|
Mettler-Toledo Holding (France) SAS
|
France
|
|
Mettler-Toledo SAS
|
Germany
|
|
Mettler-Toledo Garvens GmbH
|
Germany
|
|
Mettler-Toledo (Albstadt) GmbH
|
Germany
|
|
Mettler-Toledo GmbH
|
Germany
|
|
Mettler-Toledo Management Holding Deutschland GmbH
|
Germany
|
|
Mettler-Toledo Sales & Marketing Services GmbH
|
Germany
|
|
Pharmacontrol Electronic GmbH
|
Hong Kong
|
|
Mettler-Toledo (HK) Ltd.
|
Hong Kong
|
|
Mettler-Toledo (HK) Holding Limited
|
Hong Kong
|
|
Mettler-Toledo (HK) MTCN Limited
|
Hong Kong
|
|
Mettler-Toledo (HK) MTCS Limited
|
Hong Kong
|
|
Mettler-Toledo (HK) MTCZ Limited
|
Hong Kong
|
|
Ohaus (Hong Kong) Limited
|
Hungary
|
|
Mettler-Toledo Kereskedelmi Kft.
|
India
|
|
Mettler-Toledo India Private Limited
|
India
|
|
Ohaus Weighing India Private Limited
|
Indonesia
|
|
PT Mettler-Toledo Indonesia
|
Italy
|
|
Mettler-Toledo S.p.A.
|
Japan
|
|
Mettler-Toledo K.K.
|
Kazakhstan
|
|
Mettler-Toledo Kazakhstan
|
Korea
|
|
Mettler-Toledo (Korea) Ltd.
|
Latvia
|
|
Mettler-Toledo Instrumente AG, filiale Latvija (Branch of MTIAG)
|
Malaysia
|
|
Mettler-Toledo (M) Sdn. Bhd.
|
Malaysia
|
|
Mettler-Toledo Services Asia-Pac Sdn. Bhd.
|
Malaysia
|
|
Ohaus (SEA) Sdn. Bhd.
|
Mexico
|
|
Mettler-Toledo S.A. de C.V.
|
Mexico
|
|
Ohaus de México S.A. de C.V.
|
Mexico
|
|
Biotix International S. de R.L. de C.V.
|
Netherlands
|
|
Mettler-Toledo B.V.
|
New Zealand
|
|
Mettler-Toledo Limited (Branch of MT-AUS)
|
Country
|
|
Legal Name
|
|
|
|
Norway
|
|
Mettler-Toledo Cargoscan AS
|
Norway
|
|
Mettler-Toledo AS
|
Philippines
|
|
Mettler-Toledo Philippines Inc.
|
Poland
|
|
Mettler-Toledo Sp.z.o.o.
|
Russian Federation
|
|
Mettler-Toledo East
|
Russian Federation
|
|
Representation Office (Part of MTG)
|
Singapore
|
|
Mettler-Toledo (S) Pte. Ltd.
|
Slovak Republic
|
|
Mettler-Toledo s.r.o.
|
Slovenia
|
|
Mettler-Toledo d.o.o.
|
Spain
|
|
Mettler-Toledo S.A.E.
|
Sweden
|
|
Mettler-Toledo AB
|
Switzerland
|
|
Mettler-Toledo (Schweiz) GmbH
|
Switzerland
|
|
Mettler-Toledo GmbH
|
Switzerland
|
|
Mettler-Toledo Holding AG
|
Switzerland
|
|
Mettler-Toledo Instrumente AG
|
Switzerland
|
|
Mettler-Toledo International Inc., Wilmington, Delaware, Gr'see Branch
|
Switzerland
|
|
Mettler-Toledo Logistik GmbH
|
Switzerland
|
|
Mettler-Toledo Logistik International GmbH
|
Switzerland
|
|
Mettler-Toledo Pac Rim AG
|
Switzerland
|
|
Mettler-Toledo OnLine GmbH
|
Switzerland
|
|
Mettler-Toledo Sales International GmbH
|
Switzerland
|
|
Microwa AG
|
Switzerland
|
|
Ohaus Europe GmbH
|
Taiwan
|
|
Mettler-Toledo Pac Rim AG, Taiwan Branch
|
Thailand
|
|
Mettler-Toledo (Thailand) Ltd.
|
Thailand
|
|
Ohaus Indochina Limited
|
Turkey
|
|
Mettler-Toledo TR Olcum Aletleri Ticaret Satis vs Servis Hizmetleri Anonim Sirketi
|
Ukraine
|
|
Mettler-Toledo Ukraine
|
United Arab Emirates
|
|
Mettler-Toledo GmbH, UAE Branch
|
United Kingdom
|
|
Anachem Limited
|
United Kingdom
|
|
Mettler-Toledo Finance (UK) Limited
|
United Kingdom
|
|
Mettler-Toledo Ltd.
|
United Kingdom
|
|
Mettler-Toledo Safeline X-Ray Limited
|
United Kingdom
|
|
Mettler-Toledo Safeline Limited
|
United Kingdom
|
|
Ohaus UK Ltd.
|
United Kingdom
|
|
Triton Technology Limited
|
United States
|
|
Mettler-Toledo AutoChem, Inc. [Delaware]
|
United States
|
|
Mettler-Toledo LLC [Delaware]
|
United States
|
|
Mettler-Toledo Process Analytics, Inc. [Massachusetts]
|
United States
|
|
Ohaus Corporation [New Jersey]
|
United States
|
|
Mettler-Toledo Rainin, LLC [Delaware]
|
United States
|
|
Mettler-Toledo Thornton Inc. [Massachusetts]
|
United States
|
|
Mettler-Toledo International Inc., Wilmington [Delaware]
|
United States
|
|
Mettler-Toledo International Finance, Inc. [Delaware]
|
United States
|
|
Mettler-Toledo Global Holdings, LLC [Delaware]
|
United States
|
|
Mettler-Toledo International Holding, LLC [Delaware]
|
United States
|
|
Mettler-Toledo Global Finance LLC
|
United States
|
|
Mettler-Toledo Finance LLC
|
United States
|
|
Biotix Holdings Inc.
|
United States
|
|
Biotix Inc.
|
United States
|
|
Biotix California
|
United States
|
|
Eagle Product Inspection LLC [Delaware]
|
United States
|
|
Troemner, LLC [Delaware]
|
United States
|
|
Mettler-Toledo Holdings LLC [Delaware]
|
United States
|
|
Mettler-Toledo Real Estate Holdings, LLC
|
United States
|
|
Pipette Calibration Services, Inc.
|
Vietnam
|
|
Mettler-Toledo Vietnam Limited Liability Company
|
/s/ PricewaterhouseCoopers LLP
|
PricewaterhouseCoopers LLP
|
/s/ Olivier A. Filliol
|
Olivier A. Filliol
Chief Executive Officer
|
/s/ Shawn P. Vadala
|
Shawn P. Vadala Chief Financial Officer
|
/s/ Olivier A Filliol
|
Olivier A. Filliol
Chief Executive Officer
|
|
/s/ Shawn P. Vadala
|
Shawn P. Vadala Chief Financial Officer
|