þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Table of Contents | Page | |||||||
1 | ||||||||
Annual Financial Statements: |
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2 | ||||||||
3 | ||||||||
4 | ||||||||
Supplemental Schedule: |
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12 | ||||||||
13 | ||||||||
Exhibit 1a Consent of Independent Registered Public Accounting Firm |
15 | |||||||
Exhibit 1a -- Consent of Independent Registered Public Accounting Firm |
2010 | 2009 | |||||||
Assets |
||||||||
Investments at fair value |
$ | 186,668,404 | $ | 166,540,646 | ||||
Participant loan receivables |
2,507,757 | 2,394,027 | ||||||
Liabilities |
||||||||
Due to broker for securities purchased |
(369,225 | ) | | |||||
Net assets reflecting investments at fair value |
188,806,936 | 168,934,673 | ||||||
Adjustment from fair value to contract value for interest
in collective trust relating to fully benefit-responsive
investment contracts |
(1,615,232 | ) | (853,298 | ) | ||||
Net assets available for benefits |
$ | 187,191,704 | $ | 168,081,375 | ||||
2
2010 | 2009 | |||||||
Investment Activity |
||||||||
Dividends and interest |
$ | 4,376,819 | $ | 3,779,711 | ||||
Net appreciation in fair value of investments |
14,765,400 | 23,792,730 | ||||||
19,142,219 | 27,572,441 | |||||||
Participant Loan Receivable Activity |
||||||||
Interest |
118,778 | 144,489 | ||||||
Contributions |
||||||||
Employer |
4,645,683 | 5,002,480 | ||||||
Participants deferrals |
7,759,054 | 7,713,424 | ||||||
Participants rollovers |
76,276 | 85,032 | ||||||
12,481,013 | 12,800,936 | |||||||
Asset transfer in |
| 19,795 | ||||||
31,742,010 | 40,537,661 | |||||||
Deductions |
||||||||
Benefits paid to participants or beneficiaries |
12,548,167 | 7,644,431 | ||||||
Administrative expenses |
83,514 | 32,266 | ||||||
12,631,681 | 7,676,697 | |||||||
Net increase in net assets |
19,110,329 | 32,860,964 | ||||||
Net assets available for benefits, beginning of year |
168,081,375 | 135,220,411 | ||||||
Net assets available for benefits, end of year |
$ | 187,191,704 | $ | 168,081,375 | ||||
3
1. | Description of Plan |
The following description of the Mettler-Toledo, Inc. Enhanced Retirement Savings Plan (the
Plan) provides only general information. Participants should refer to the Plan Agreement for a
more complete description of the Plans provisions. |
General |
The Plan is a qualified defined contribution plan covering eligible employees of adopting units
(wholly-owned subsidiaries) and a safe harbor 401(k)/401(m) plan under IRC 401(k)(12) and
401(m)(11). It is subject to the provisions of the Employee Retirement Income Security Act of
1974 (ERISA), as amended. Employees become eligible to participate in the Plan on the first
day of the calendar month following the date the employee meets the eligibility requirements,
as defined. |
Contributions |
Each year, participants may contribute up to 50% of pretax annual compensation, as defined by
the Plan. Participants who reach age 50 may elect to make catch-up contributions. Forfeitures
may be used by Mettler-Toledo, Inc. (the Company) to reduce future contributions and/or to pay
reasonable Plan expenses. |
The Company contributes: |
Safe Harbor Matching Contributions 100% of the first 3% of each participants
deferred compensation and 50% of the next 3% of each participants deferred
compensation. All participants who make pre-tax contributions are eligible for the
matching contributions. There is no match for the participants catch-up
contributions. |
Savings & Discretionary Contributions Effective July 1, 2009 the savings
contribution became discretionary. Savings contributions prior to July 1, 2009 ranged
from 1.5% to 2.0% of each participants eligible compensation. Employees become
eligible on the first day of the month following the one-year anniversary of
employment. Participants must be employed on the last day of the Plan year to receive
this discretionary contribution, with the exceptions of death, retirement, disability,
or authorized leave. |
Special Contributions the amount was determined by a participants eligible pay as
of December 31, 2001, the number of years of service until the participants normal
retirement, as defined by the plan, the number of years the participant worked with the
Company and the level of the participants benefits in the Mettler-Toledo Retirement
Plan. Employees became eligible if they were at least 45 years old and achieved 15
years of service with the Company as of December 31, 2001. |
4
Participant Accounts |
Each participants account is credited with the participants contribution and allocations of
the Companys contribution and plan earnings, and is charged with an allocation of certain
administrative expenses. Allocations are based on participant earnings or account balances, as
defined. An annual loan maintenance fee is deducted from the respective accounts of those
participants with outstanding loans. The investment funds net investment earnings and changes
in fair value are allocated to each participants account on a daily basis. The benefit to
which a participant is entitled is the benefit that can be provided from the participants
vested account. |
Vesting |
Effective July 1, 2002, some units became immediately vested in the Plan. All other units
continue to vest under the original vesting provisions. Participants are immediately vested in
the Companys Safe Harbor Matching Contributions. Vesting in the Companys Savings and
Discretionary Contributions and Special Contributions plus actual earnings thereon is based on
whether the participant is employed at the end of the plan year. |
Investment Options |
Upon enrollment in the Plan, a participant can direct employee and employer contributions in 5%
increments among the various investment options offered through Vanguard Fiduciary Trust
Company (VFTC), the plan trustee, or beginning in 2010, into a Vanguard Brokerage Account
(VBA). The VBA is a self-directed program that allows participants to invest their account
balances in mutual funds that are outside the current plan options. A participant may elect to
transfer amounts between investment options as of any business day. Certain investment options
offered within the VFTC may not be directly transferred to a VBA for a period of 90 days. |
Payment of Benefits |
A participants vested account will be distributed upon retirement, termination, disability or
death. Distributions are made in lump-sum or equal annual installments not to exceed the
employees life expectancy. Upon death, the remaining balance shall be distributed in a lump
sum within five years. Forfeitures, if any, are used to reduce Company contributions or pay
Plan expenses. Participants may make a withdrawal during employment due to hardship as well as
other allowable situations defined in the Plan document. Hardship withdrawals are subject to
approval by the Pension Committee and must meet the criteria for hardship under Section 401(k)
of the Internal Revenue Code (IRC). |
2. | Summary of Significant Accounting Policies |
The following are the significant accounting policies followed by the Plan. |
Basis of Presentation |
The accompanying financial statements of the Plan have been prepared on the modified cash basis
of accounting, which is a comprehensive basis of accounting other than accounting principles
generally accepted in the United States of America. The difference between the modified cash
basis and accounting principles generally accepted in the United States of America is that
contributions and interest and dividend income are recognized when received. |
5
Certain reclassifications have been made to prior year amounts to conform to the current year
presentation. |
Investment Valuation and Income Recognition |
Investment contracts held by a defined contribution plan are required to be reported at fair
value. However, contract value is the relevant measurement attribute for that portion of the
net assets available for benefits of a defined contribution plan attributable to fully
benefit-responsive investment contracts because contract value is the amount participants would
receive if they were to initiate permitted transactions under the terms of the Plan. The Plan
invests in investment contracts through a common collective trust. The statements of net
assets available for benefits present the fair value of the investment in the common collective
trust as well as the adjustment of the investment in the common collective trust from fair
value to contract value relating to the investment contracts. The statements of changes in net
assets available for benefits are prepared on a contract value basis. |
Under the terms of a trust agreement between the Company and VFTC, the trustee invests trust
assets at the direction of the plan participants. The trustee has reported to the Company the
trust fund investments and the trust transactions at both cost and fair value. Shares of
registered investment companies are valued at quoted market prices, which represent the net
asset value of shares held by the Plan at year-end. The Plans interest in the units of the
Retirement Savings Trust, a common collective trust, is based on information reported by VFTC
using audited financial statements of the collective trust at the end of 2010 and 2009. The
Company stock fund is valued at its year-end unit closing price (comprised of year-end market
price plus uninvested cash position). Realized and unrealized gains and losses are reflected
as net appreciation (depreciation) in fair value of investments in the statements of changes in
net assets available for benefits. |
Purchases and sales of securities are recorded on a trade-date basis. Interest and dividend
income is recognized when received. Capital gain distributions are included in dividend
income. |
Participant Loan Receivables |
Participant loan receivables are measured at their unpaid principal balance plus any accrued
but unpaid interest. Interest income is recognized when received. Interest charged to
participants for participant loans is reviewed annually by the Plan administrator and is to be
comparable to commercial lending rates on bank loans secured by certificates of deposit in the
area at the time the loan is made. Loans may not exceed the lesser of 50% of a participants
vested account balance or $50,000. The repayment period may not exceed five years. Each loan
is secured by the remaining balance in the participants account. A loan is considered
delinquent after 60 days of not receiving a payment. The Plan reviews delinquent loans on a
quarterly basis. As of December 31, 2010 and 2009, no loans were considered delinquent. |
Contributions |
Participant and Company contributions are recognized when received by the trustee. |
Payment of Benefits |
Benefits are recognized when paid. |
6
Forfeitures |
The portion of a participants account which is forfeited due to termination of employment for
reasons other than retirement, disability or death is used to reduce the Companys future
contributions or pay Plan expenses. Forfeitures were used to pay Plan expenses of $68,776 and
$23,833 in 2010 and 2009, respectively. At December 31, 2010 and 2009, forfeited nonvested
accounts totaled $107,395 and $142,205, respectively. |
Administrative Expenses |
Fees for portfolio management of VFTC funds are paid directly from fund earnings. Recordkeeping
fees are paid by the Company. Audit fees are either paid by the Company or from the forfeiture
account. Should the Company elect not to pay all or part of such expenses, the trustee then
pays these expenses from the Plan assets. Expenses are recognized when paid. |
Use of Estimates |
The preparation of the Plans financial statements in conformity with a modified cash basis of
accounting, which is a comprehensive basis of accounting other than accounting principles
generally accepted in the United States of America, requires the plan administrator to make
certain estimates and assumptions that affect the reported amounts of net assets available for
benefits and, when applicable, disclosure of contingent assets and liabilities at the date of
the financial statements and the amounts of changes in net assets available for benefits during
the reporting period. Actual results could differ significantly from those estimates. |
Risk and Uncertainties |
The Plan provides various investment options in any combination of stocks, mutual funds, and
other investment securities. Investment securities are exposed to various risks, such as
interest rate, market, and credit risks. Due to the level of risk associated with certain
investment securities, it is at least reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes could materially affect
participants account balances and the amounts reported in the statements of net assets
available for plan benefits. |
Recent Accounting Pronouncements |
In 2010, the FASB issued authoritative guidance on subsequent events. The guidance requires an
SEC filer to evaluate subsequent events through the date the financial statements are issued
but no longer requires an SEC filer to disclose the date through which the subsequent event
evaluation occurred. The guidance became effective for the Plan upon issuance and had no
impact on its financial statements. |
In 2010, the FASB issued authoritative guidance regarding fair value measures and disclosures.
The guidance requires disclosure of significant transfers between level 1 and level 2 fair
value measurements along with the reason for the transfer. An entity must also separately
report purchases, sales, issuances and settlements within the level 3 fair value rollforward.
The guidance further provides clarification of the level of disaggregation to be used within
the fair value measurement disclosures for each class of assets and liabilities and clarified
the disclosures required for the valuation techniques and inputs used to measure level 2 or
level 3 fair value measurements. The guidance becomes effective for the Plan on January 1,
2011, and will not impact the Plan financial statements. |
7
In 2010, the FASB issued authoritative guidance requiring participant loans to be classified as
loans receivable from participants, rather than plan investments, and measured at their unpaid
principal balance plus any accrued interest. The guidance became effective for the Plan at
December 31, 2010, and was applied retrospectively, as required by the guidance, at December
31, 2009. |
3. | Investments |
The following investments represent 5% or more of net assets available for benefits at December
31, 2010 and 2009: |
2010 | 2009 | |||||||
Investments at fair value |
||||||||
Vanguard 500 Index Fund |
$ | 20,970,476 | $ | 18,351,616 | ||||
Vanguard PRIMECAP Fund |
14,803,145 | 13,956,222 | ||||||
Vanguard Wellington Fund |
| 9,780,109 | ||||||
Vanguard Retirement Savings Trust |
41,018,526 | 39,471,324 | ||||||
Vanguard Tgt Retirement 2015 Fund |
11,414,660 | | ||||||
Vanguard Tgt Retirement 2020 Fund |
15,676,771 | | ||||||
Vanguard Tgt Retirement 2025 Fund |
13,600,326 | |
The following represents the realized and unrealized earnings on investments for the years
ended December 31, 2010 and 2009: |
2010 | 2009 | |||||||
Net appreciation |
||||||||
Mutual Funds |
$ | 13,595,059 | $ | 22,749,119 | ||||
Company Stock Fund |
1,170,341 | 1,043,611 | ||||||
Total |
$ | 14,765,400 | $ | 23,792,730 | ||||
2010 | 2009 | |||||||
Dividends and interest |
||||||||
Mutual Funds |
$ | 3,243,498 | $ | 2,643,304 | ||||
Common Collective Trust |
1,133,321 | 1,136,407 | ||||||
Total |
$ | 4,376,819 | $ | 3,779,711 | ||||
4. | Fair Value Measurements |
Under U.S. GAAP, fair value is defined as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the
measurement date. A fair value measurement consists of observable and unobservable inputs that
reflect the assumptions that a market participant would use in pricing an asset or liability. |
A fair value hierarchy has been established that categorizes these inputs into three levels: |
Level 1: | Quoted prices in active markets for identical assets and liabilities |
Level 2: | Observable inputs other than quoted prices in active markets for identical assets
and liabilities |
Level 3: | Unobservable inputs |
8
As of December 31, 2010 and 2009, the Plan had assets with a fair value of $186.7 million and
$166.5 million, respectively. These assets consist of various mutual funds, a common
collective trust and a Company stock fund. The plan invests in shares of open-ended mutual
funds that trade in active markets and produce a daily net asset value, equal to the fair value
of the shares at year-end. Units of the common collective trust are valued at net asset value
at the end of the year. There are no unfunded commitments related to the common collective
trust and units of the common collective trust are redeemable at net asset value. The common
collective trust primarily invests in a pool of investment contracts that are issued by
insurance companies and commercial banks and in contracts that are backed by bond trusts.
Company stock is valued at its year-end unit closing price (comprised of year-end market price
plus uninvested cash position). |
The following tables present for each of these hierarchy levels, the Plan assets that are
measured at fair value on a recurring basis at December 31, 2010 and 2009: |
December 31, 2010 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets: |
||||||||||||||||
Company Stock Fund |
$ | 3,900,632 | $ | 3,900,632 | $ | | $ | | ||||||||
Mutual Funds: |
||||||||||||||||
Money Market Funds |
923,698 | 923,698 | | | ||||||||||||
Fixed Income Funds |
9,095,299 | 9,095,299 | | | ||||||||||||
Lifestyle/Balanced Funds |
66,653,322 | 66,653,322 | | | ||||||||||||
Large Cap Equity Funds |
44,144,066 | 44,144,066 | | | ||||||||||||
Mid & Small Cap Equity Funds |
8,265,517 | 8,265,517 | | | ||||||||||||
International Funds |
11,603,457 | 11,603,457 | | | ||||||||||||
Global Allocation Funds |
817,606 | 817,606 | | | ||||||||||||
Real Estate Funds |
246,281 | 246,281 | | | ||||||||||||
Common Collective Trust |
41,018,526 | | 41,018,526 | | ||||||||||||
Total |
$ | 186,668,404 | $ | 145,649,878 | $ | 41,018,526 | $ | | ||||||||
December 31, 2009 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets: |
||||||||||||||||
Company Stock Fund |
$ | 2,766,245 | $ | 2,766,245 | $ | | $ | | ||||||||
Mutual Funds: |
||||||||||||||||
Money Market Funds |
643,552 | 643,552 | | | ||||||||||||
Fixed Income Funds |
12,919,344 | 12,919,344 | | | ||||||||||||
Lifestyle/Balanced Funds |
27,523,711 | 27,523,711 | | | ||||||||||||
Large Cap Equity Funds |
54,942,504 | 54,942,504 | | | ||||||||||||
Mid & Small Cap Equity Funds |
10,109,306 | 10,109,306 | | | ||||||||||||
International Funds |
10,025,642 | 10,025,642 | | | ||||||||||||
Specialty Funds |
8,139,018 | 8,139,018 | | | ||||||||||||
Common Collective Trust |
39,471,324 | | 39,471,324 | | ||||||||||||
Total |
$ | 166,540,646 | $ | 127,069,322 | $ | 39,471,324 | $ | | ||||||||
9
5. | Transactions with Parties-in-Interest |
The Plan invests in shares of mutual funds and a common collective trust managed by an
affiliate of VFTC. VFTC acts as trustee for only those investments as defined by the Plan.
Transactions in such investments qualify as party-in-interest transactions which are exempt
from the prohibited transaction rules. |
Participants may select Company stock as an investment option. The amount of Company stock
held at December 31, 2010 and 2009 was $3,900,632 and $2,766,245, respectively. The Company
stock appreciated $1,170,341 and $1,043,611 in 2010 and 2009, respectively. |
6. | Plan Termination |
Although it has not expressed any intent to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions
of ERISA. In the event of plan termination, participants will immediately become 100% vested
in their accounts. |
7. | Tax Status |
The Plan obtained its latest determination letter on November 9, 2009 in which the Internal
Revenue Service stated that the Plan, as then designed, was in compliance with the applicable
requirements of the Internal Revenue Code. The Plan has been amended since receiving the
determination letter. However, the plan administrator and the Plans tax counsel believe that
the Plan is currently designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code, and therefore believe that the plan is qualified and
the related trust is tax-exempt. |
U.S. GAAP requires plan management to evaluate tax positions taken by the plan and recognize a
tax liability if they plan has taken an uncertain position that more likely than not would not
be sustained upon examination by the Internal Revenue Service. There are no uncertain tax
positions taken or expected to be taken that would require recognition of a liability or
disclosure in the financial statements, as of December 31, 2010. The plan is subject to
routine audits by taxing jurisdictions; however, there are currently no audits for any tax
periods in progress. The Plan is no longer subject to income tax examinations for years prior
to 2007. |
8. | Withdrawing Participants |
As of December 31, 2009, vested benefits amounting to $19,500, respectively, were allocated to
accounts of terminated participants who had elected to withdraw from the Plan but had not been
paid. There were no terminated participants who elected to withdraw from the Plan but had not
been paid as of December 31, 2010. |
9. | Asset Transfer In |
Assets were transferred to the Plan from the Mettler-Toledo Inc. Defined Contribution
Retirement Savings Plan during 2009 relating to one participants balance. There were no
transfers between the plans in 2010. |
10
10. | Reconciliation of Financial Statements to Schedule H of Form 5500 |
The following is a reconciliation of net assets available for benefits per Schedule H of Form
5500 to the financial statements as of December 31, 2010 and 2009: |
2010 | 2009 | |||||||
Net assets available for benefits per Schedule H
of Form 5500 |
$ | 188,806,936 | $ | 168,934,673 | ||||
Adjustment from fair value to contract value for
interest in collective trust relating to fully
benefit-responsive investment contracts |
(1,615,232 | ) | (853,298 | ) | ||||
Net assets available for benefits per financial
statements |
$ | 187,191,704 | $ | 168,081,375 | ||||
The following is a reconciliation of net investment activity per Schedule H of Form 5500
to the financial statements for the years ended December 31, 2010 and 2009: |
2010 | 2009 | |||||||
Net gain on sale of assets |
$ | 97,475 | $ | 71,240 | ||||
Unrealized appreciation of assets |
1,071,985 | 972,370 | ||||||
Net investment gain from common collective trusts |
1,895,256 | 2,471,765 | ||||||
Net investment gain on registered investment
companies |
16,839,437 | 25,392,424 | ||||||
Net investment activity per Schedule H of Form 5500 |
19,904,153 | 28,907,799 | ||||||
Adjustment from fair value to contract value for interest
in collective trust relating to fully benefit-responsive
investment contracts for the current year |
(1,615,232 | ) | (853,298 | ) | ||||
Adjustment from fair value to contract value for interest
in collective trust relating to fully benefit-responsive
investment contracts for the current year |
853,298 | (482,060 | ) | |||||
Net investment activity per financial statements |
$ | 19,142,219 | $ | 27,572,441 | ||||
11
(a) | (b) | (c) | (d) | (e) | ||||||
Identity of issuer, | ||||||||||
borrower, lessor, or | Description of investment, including maturity date, | Fair | ||||||||
similar party | rate of interest, collateral, par or maturity value | Cost | value | |||||||
* |
Vanguard | 500 Index Fund | ** | $ | 20,970,476 | |||||
* |
Vanguard | High-Yield Corporate Fund | ** | 2,096,496 | ||||||
* |
Vanguard | International Growth Fund | ** | 5,506,104 | ||||||
* |
Vanguard | International Value Fund | ** | 2,687,787 | ||||||
* |
Vanguard | Mid-Cap Index Fund | ** | 4,458,044 | ||||||
* |
Vanguard | PRIMECAP Fund | ** | 14,803,145 | ||||||
* |
Vanguard | Prime Money Market Fund | ** | 108,446 | ||||||
* |
Vanguard | Small-Cap Index Fund | ** | 3,807,473 | ||||||
* |
Vanguard | Target Retirement 2005 Fund | ** | 347,455 | ||||||
* |
Vanguard | Target Retirement 2010 Fund | ** | 4,214,409 | ||||||
* |
Vanguard | Target Retirement 2015 Fund | ** | 11,414,660 | ||||||
* |
Vanguard | Target Retirement 2020 Fund | ** | 15,676,771 | ||||||
* |
Vanguard | Target Retirement 2025 Fund | ** | 13,600,326 | ||||||
* |
Vanguard | Target Retirement 2030 Fund | ** | 7,957,969 | ||||||
* |
Vanguard | Target Retirement 2035 Fund | ** | 6,885,003 | ||||||
* |
Vanguard | Target Retirement 2040 Fund | ** | 3,601,957 | ||||||
* |
Vanguard | Target Retirement 2045 Fund | ** | 1,866,523 | ||||||
* |
Vanguard | Target Retirement 2050 Fund | ** | 293,756 | ||||||
* |
Vanguard | Target Retirement 2055 Fund | ** | 6,183 | ||||||
* |
Vanguard | Target Retirement Fund | ** | 656,793 | ||||||
* |
Vanguard | Total Bond Market Index Fund | ** | 6,868,676 | ||||||
* |
Vanguard | Total International Stock Index Fund | ** | 3,321,414 | ||||||
* |
Vanguard | Windsor II Fund | ** | 8,370,445 | ||||||
* |
Vanguard | Participant Self-Directed Brokerage Account | ** | 2,228,935 | ||||||
* |
Vanguard | Retirement Savings Trust | ** | 41,018,526 | ||||||
* |
Mettler-Toledo, Inc. | Mettler-Toledo Stock Fund - 25,796 shares | ** | 3,900,632 | ||||||
* |
Participant Loan Receivables | Various ranging from 3.25% to 8.25% | -0- | 2,507,757 | ||||||
Total |
$ | 189,176,161 | ||||||||
* | Denotes party-in-interest |
|
** | Cost omitted for participant directed investments |
12
Date: June 24, 2011 | METTLER TOLEDO, INC. ENHANCED RETIREMENT SAVINGS PLAN |
|||
/s/ Shawn P. Vadala | ||||
Shawn P. Vadala | ||||
Plan Administrator |
13