Item 15. Exhibits and Financial Statement Schedules
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Item 15. Exhibits and Financial Statement Schedules
(a) Exhibits, Financial Statements, and Schedules:
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Financial Statements. See Index to Consolidated Financial Statements included on page F-1.
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Financial Statement Schedule. See Schedule II, which is included on page S-1.
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List of Exhibits. See Exhibit Index included on page E-1.
SIGNATURES
Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Mettler-Toledo International Inc.
(Registrant)
Date: February 8, 2018
| By: | /s/ Olivier A. Filliol |
| Olivier A. Filliol | |
| President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant as of the date set out above and in the capacities indicated.
| Signature | Title | |
| /s/ Olivier A. Filliol | President and Chief Executive Officer | |
| Olivier A. Filliol | ||
| /s/ William P. Donnelly | Executive Vice President | |
| William P. Donnelly | ||
| /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/ Francis A. Contino | Director | |
| Francis A. Contino | ||
| /s/ Elisha Finney | Director | |
| Elisha Finney | ||
| /s/ Richard Francis | Director | |
| Richard Francis | ||
| /s/ Connie L. Harvey | Director | |
| Connie L. Harvey | ||
| /s/ Michael A. Kelly | Director | |
| Michael A. Kelly | ||
| /s/ Hans Ulrich Maerki | Director | |
| Hans Ulrich Maerki | ||
| /s/ Thomas P. Salice | Director | |
| Thomas P. Salice | ||
| /s/ Robert F. Spoerry | Director | |
| Robert F. Spoerry |
EXHIBIT INDEX
E- 1
| Exhibit | |
| No. | Description |
| 31.1* | Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32* | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS* | XBRL Instance Document |
| 101.SCH* | XBRL Taxonomy Extension Schema Document |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document |
| (1) | Incorporated by reference to the Company’s Report on Form 10-K dated March 13, 1998 |
| (2) | Incorporated by reference to the Company’s Report on Form 8-K dated November 8, 2016 |
| (3) | Incorporated by reference to the Company’s Report on Form 8-K dated December 18, 2015 |
| (4) | Incorporated by reference to the Company's Report on Form 8-K dated October 16, 2012 |
| (5) | Incorporated by reference to the Company's Report on Form 8-K dated July 29, 2013 |
| (6) | Incorporated by reference to the Company's Report on Form 8-K dated July 2, 2014 |
| (7) | Incorporated by reference to the Company's Report on Form 8-K dated March 31, 2015 |
| (8) | Incorporated by reference to the Company’s Form DEF 14-A filed March 29, 2004 |
| (9) | Incorporated by reference to the Company’s Report on Form 10-K dated February 15, 2008 |
| (10) | Incorporated by reference to the Company's Registration Statement on Form S-8 dated July 26, 2013 (Reg. No. 333-190181) |
| (11) | Incorporated by reference to the Company’s Report on Form 10-K dated February 2, 2017 |
| (12) | Incorporated by reference to the Company’s Report on Form 10-K dated February 13, 2009 |
| (13) | Incorporated by reference to the Company's Report on Form 10-K dated February 16, 2011 |
| (14) | Incorporated by reference to the Company’s Report on Form 8-K dated November 1, 2007 |
| (15) | Incorporated by reference to the Company's Report on Form 10-K dated February 13, 2012 |
| (16) | Incorporated by reference to the Company's Report on Form 10-K dated February 8, 2013 |
| * | Filed herewith |
E- 2
METTLER-TOLEDO INTERNATIONAL INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Mettler-Toledo International Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Mettler-Toledo International Inc. and its subsidiaries as of December 31, 2017 and 2016 and the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2017, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2017 appearing on page S-1 (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017 based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for the excess tax benefits from stock option exercises in 2017.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
F-2
operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
| /s/ PricewaterhouseCoopers LLP |
| PricewaterhouseCoopers LLP |
Columbus, Ohio
February 8, 2018
We have served as the Company’s auditor since 2005.
F-3
METTLER-TOLEDO INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31
(In thousands, except share data)
| 2017 | 2016 | 2015 | |||||||||
| Net sales | |||||||||||
| Products | $ | 2,135,051 | $ | 1,957,879 | $ | 1,865,884 | |||||
| Service | 590,002 | 550,378 | 529,563 | ||||||||
| Total net sales | 2,725,053 | 2,508,257 | 2,395,447 | ||||||||
| Cost of sales | |||||||||||
| Products | 833,793 | 767,753 | 744,867 | ||||||||
| Service | 317,947 | 304,917 | 298,587 | ||||||||
| Gross profit | 1,573,313 | 1,435,587 | 1,351,993 | ||||||||
| Research and development | 129,265 | 119,968 | 119,076 | ||||||||
| Selling, general, and administrative | 787,464 | 732,622 | 700,810 | ||||||||
| Amortization | 42,671 | 36,052 | 30,951 | ||||||||
| Interest expense | 32,785 | 28,026 | 27,451 | ||||||||
| Restructuring charges | 12,772 | 6,235 | 11,148 | ||||||||
| Other charges (income), net | (5,866 | ) | 8,491 | (867 | ) | ||||||
| Earnings before taxes | 574,222 | 504,193 | 463,424 | ||||||||
| Provision for taxes | 198,250 | 119,823 | 110,604 | ||||||||
| Net earnings | $ | 375,972 | $ | 384,370 | $ | 352,820 | |||||
| Basic earnings per common share: | |||||||||||
| Net earnings | $ | 14.62 | $ | 14.49 | $ | 12.75 | |||||
| Weighted average number of common shares | 25,713,575 | 26,517,768 | 27,680,918 | ||||||||
| Diluted earnings per common share: | |||||||||||
| Net earnings | $ | 14.24 | $ | 14.22 | $ | 12.48 | |||||
| Weighted average number of common and common equivalent shares | 26,393,783 | 27,023,905 | 28,269,615 |
The accompanying notes are an integral part of these consolidated financial statements.
F-4
METTLER-TOLEDO INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31
(In thousands, except share data)
| 2017 | 2016 | 2015 | |||||||||
| Net earnings | $ | 375,972 | $ | 384,370 | $ | 352,820 | |||||
| Other comprehensive income (loss), net of tax: | |||||||||||
| Foreign currency translation adjustment | 83,982 | (57,928 | ) | (52,434 | ) | ||||||
| Unrealized gains (losses) on cash flow hedging arrangements: | |||||||||||
| Unrealized gains (losses) | 1,424 | (513 | ) | 13,221 | |||||||
| Effective portion of (gains) losses included in net earnings | (273 | ) | (4,735 | ) | (8,261 | ) | |||||
| Defined benefit pension and post-retirement plans: | |||||||||||
| Net actuarial gains (losses) | (10,378 | ) | (47,788 | ) | (30,759 | ) | |||||
| Plan amendments and prior service cost | 12,056 | — | 9,189 | ||||||||
| Amortization of actuarial (gains) losses and plan amendments and prior service cost | 14,873 | 16,730 | 9,509 | ||||||||
| Impact of foreign currency | (12,092 | ) | 5,885 | 5,835 | |||||||
| Total other comprehensive income (loss), net of tax | 89,592 | (88,349 | ) | (53,700 | ) | ||||||
| Comprehensive income | $ | 465,564 | $ | 296,021 | $ | 299,120 |
The accompanying notes are an integral part of these consolidated financial statements.
F-5
METTLER-TOLEDO INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
As of December 31
(In thousands, except share data)
| 2017 | 2016 | ||||||
| ASSETS | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 148,687 | $ | 158,674 | |||
| Trade accounts receivable, less allowances of $15,549 in 2017 and $14,234 in 2016 | 528,615 | 454,988 | |||||
| Inventories | 255,390 | 222,047 | |||||
| Other current assets and prepaid expenses | 74,031 | 61,075 | |||||
| Total current assets | 1,006,723 | 896,784 | |||||
| Property, plant, and equipment, net | 668,271 | 563,707 | |||||
| Goodwill | 539,838 | 476,378 | |||||
| Other intangible assets, net | 226,718 | 167,055 | |||||
| Deferred tax assets, net | 41,425 | 33,951 | |||||
| Other non-current assets | 66,830 | 28,902 | |||||
| Total assets | $ | 2,549,805 | $ | 2,166,777 | |||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
| Current liabilities: | |||||||
| Trade accounts payable | $ | 167,627 | $ | 146,593 | |||
| Accrued and other liabilities | 152,834 | 133,167 | |||||
| Accrued compensation and related items | 170,159 | 140,461 | |||||
| Deferred revenue and customer prepayments | 107,166 | 100,330 | |||||
| Taxes payable | 72,210 | 47,990 | |||||
| Short-term borrowings and current maturities of long-term debt | 19,677 | 18,974 | |||||
| Total current liabilities | 689,673 | 587,515 | |||||
| Long-term debt | 960,170 | 875,056 | |||||
| Deferred tax liabilities, net | 51,230 | 64,306 | |||||
| Other non-current liabilities | 301,452 | 204,957 | |||||
| Total liabilities | 2,002,525 | 1,731,834 | |||||
| Commitments and contingencies (Note 16) | |||||||
| Shareholders’ equity: | |||||||
| Preferred stock, $0.01 par value per share; authorized 10,000,000 shares | — | — | |||||
| Common stock, $0.01 par value per share; authorized 125,000,000 shares; issued 44,786,011 and 44,786,011 shares, outstanding 25,541,393 and 26,020,234 shares at December 31, 2017 and 2016, respectively | 448 | 448 | |||||
| Additional paid-in capital | 747,138 | 730,556 | |||||
| Treasury stock at cost (19,244,618 and 18,765,777 shares at December 31, 2017 and 2016, respectively) | (3,368,182 | ) | (3,006,771 | ) | |||
| Retained earnings | 3,433,282 | 3,065,708 | |||||
| Accumulated other comprehensive income (loss) | (265,406 | ) | (354,998 | ) | |||
| Total shareholders’ equity | 547,280 | 434,943 | |||||
| Total liabilities and shareholders’ equity | $ | 2,549,805 | $ | 2,166,777 |
The accompanying notes are an integral part of these consolidated financial statements.
F-6
METTLER-TOLEDO INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the years ended December 31
(In thousands, except share data)
| Common Stock | Additional Paid-In Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total | |||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||
| Balance at December 31, 2014 | 28,243,007 | $ | 448 | $ | 670,418 | $ | (2,095,656 | ) | $ | 2,357,334 | $ | (212,949 | ) | $ | 719,595 | |||||||||||
| Exercise of stock options and restricted stock units | 403,908 | — | — | 47,393 | (17,837 | ) | — | 29,556 | ||||||||||||||||||
| Repurchases of common stock | (1,556,797 | ) | — | — | (494,966 | ) | — | — | (494,966 | ) | ||||||||||||||||
| Tax benefit resulting from exercise of certain employee stock options | — | — | 12,929 | — | — | — | 12,929 | |||||||||||||||||||
| Share-based compensation | — | — | 14,223 | — | — | — | 14,223 | |||||||||||||||||||
| Net earnings | — | — | — | — | 352,820 | — | 352,820 | |||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | — | (53,700 | ) | (53,700 | ) | |||||||||||||||||
| Balance at December 31, 2015 | 27,090,118 | $ | 448 | $ | 697,570 | $ | (2,543,229 | ) | $ | 2,692,317 | $ | (266,649 | ) | $ | 580,457 | |||||||||||
| Exercise of stock options and restricted stock units | 278,623 | — | — | 36,450 | (10,979 | ) | — | 25,471 | ||||||||||||||||||
| Repurchases of common stock | (1,348,507 | ) | — | — | (499,992 | ) | — | — | (499,992 | ) | ||||||||||||||||
| Tax benefit resulting from exercise of certain employee stock options | — | — | 17,680 | — | — | — | 17,680 | |||||||||||||||||||
| Share-based compensation | — | — | 15,306 | — | — | — | 15,306 | |||||||||||||||||||
| Net earnings | — | — | — | — | 384,370 | — | 384,370 | |||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | — | (88,349 | ) | (88,349 | ) | |||||||||||||||||
| 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 (Note 2) | — | — | — | 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 |
The accompanying notes are an integral part of these consolidated financial statements.
F-7
METTLER-TOLEDO INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31
(In thousands)
| 2017 | 2016 | 2015 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net earnings | $ | 375,972 | $ | 384,370 | $ | 352,820 | |||||
| Adjustments to reconcile net earnings to net cash provided by operating activities: | |||||||||||
| Depreciation | 33,458 | 32,743 | 33,087 | ||||||||
| Amortization | 42,671 | 36,052 | 30,951 | ||||||||
| Deferred tax (benefit) provision | (2,745 | ) | 1,878 | 7,137 | |||||||
| Share-based compensation | 16,582 | 15,306 | 14,223 | ||||||||
| Provisional one-time charge on US tax reform (see Note 13) | 71,982 | — | — | ||||||||
| Gain on facility sale | (3,394 | ) | — | — | |||||||
| Non-cash pension settlement charge | — | 8,189 | — | ||||||||
| Other | 243 | 181 | 155 | ||||||||
| Increase (decrease) in cash resulting from changes in: | |||||||||||
| Trade accounts receivable, net | (38,985 | ) | (52,151 | ) | 1,625 | ||||||
| Inventories | (13,680 | ) | (12,431 | ) | (18,785 | ) | |||||
| Other current assets | (6,251 | ) | 291 | (5,119 | ) | ||||||
| Trade accounts payable | 11,885 | 9,633 | 1,698 | ||||||||
| Taxes payable | 13,615 | (3,072 | ) | 2,879 | |||||||
| Accruals and other | 14,972 | 39,769 | 19,126 | ||||||||
| Net cash provided by operating activities | 516,325 | 460,758 | 439,797 | ||||||||
| Cash flows from investing activities: | |||||||||||
| Proceeds from sale of property, plant, and equipment | 11,973 | 423 | 949 | ||||||||
| Purchase of property, plant, and equipment | (127,426 | ) | (123,957 | ) | (82,506 | ) | |||||
| Acquisitions | (108,445 | ) | (111,381 | ) | (13,779 | ) | |||||
| Net hedging settlements on intercompany loans | 6,554 | 3,459 | (5,415 | ) | |||||||
| Net cash used in investing activities | (217,344 | ) | (231,456 | ) | (100,751 | ) | |||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from borrowings | 1,244,195 | 905,774 | 741,864 | ||||||||
| Repayments of borrowings | (1,185,172 | ) | (594,178 | ) | (594,477 | ) | |||||
| Proceeds from exercise of stock options | 28,649 | 25,471 | 29,556 | ||||||||
| Repurchases of common stock | (399,997 | ) | (499,992 | ) | (494,966 | ) | |||||
| Acquisition contingent consideration paid | — | (471 | ) | (572 | ) | ||||||
| Other financing activities | (7,205 | ) | (209 | ) | (1,366 | ) | |||||
| Net cash used in financing activities | (319,530 | ) | (163,605 | ) | (319,961 | ) | |||||
| Effect of exchange rate changes on cash and cash equivalents | 10,562 | (5,910 | ) | (5,461 | ) | ||||||
| Net increase (decrease) in cash and cash equivalents | (9,987 | ) | 59,787 | 13,624 | |||||||
| Cash and cash equivalents: | |||||||||||
| Beginning of period | 158,674 | 98,887 | 85,263 | ||||||||
| End of period | $ | 148,687 | $ | 158,674 | $ | 98,887 | |||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Cash paid during the year for: | |||||||||||
| Interest | $ | 33,333 | $ | 28,025 | $ | 27,303 | |||||
| Taxes | $ | 109,730 | $ | 92,586 | $ | 85,458 |
The accompanying notes are an integral part of these consolidated financial statements.
F-8
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data, unless otherwise stated)
| 1. | BUSINESS DESCRIPTION AND BASIS OF PRESENTATION |
Mettler-Toledo International Inc. (“Mettler-Toledo” or the “Company”) is a leading global supplier of precision instruments and services. The Company manufactures weighing instruments for use in laboratory, industrial, packaging, logistics, and food retailing applications. The Company also manufactures several related analytical instruments and provides automated chemistry solutions used in drug and chemical compound discovery and development. In addition, the Company manufactures metal detection and other end-of-line inspection systems used in production and packaging and provides solutions for use in certain process analytics applications. The Company’s primary manufacturing facilities are located in China, Switzerland, the United States, Germany, the United Kingdom, and Mexico. The Company’s principal executive offices are located in Columbus, Ohio and Greifensee, Switzerland.
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include all entities in which the Company has control, which are its wholly-owned subsidiaries.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates.
All intercompany transactions and balances have been eliminated.
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments with original maturity dates of three months or less. The carrying value of these cash equivalents approximates fair value.
Trade Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts represents the Company’s best estimate of probable credit losses in its existing trade accounts receivable. The Company determines the allowance based upon a review of both specific accounts for collection and the age of the accounts receivable portfolio.
Inventories
Inventories are valued at the lower of cost or net realizable value. Cost, which includes direct materials, labor, and overhead, is generally determined using the first in, first out (FIFO) method. The estimated net realizable value is based on assumptions for future demand and related pricing. Adjustments to the cost basis of the Company’s inventory are made for excess and obsolete items based on usage, orders, and technological obsolescence. If actual market conditions are less favorable than those projected by management, reductions in the value of inventory may be required.
F-9
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
Long-Lived Assets
| a) | Property, Plant, and Equipment |
Property, plant, and equipment are stated at cost less accumulated depreciation. Repair and maintenance costs are charged to expense as incurred. The Company expenses all internal-use software costs incurred in the preliminary project stage and capitalizes certain direct costs associated with the development and purchase of internal-use software within property, plant, and equipment. Capitalized costs are amortized on a straight-line basis over the estimated useful lives of the software, generally not exceeding 10 years.
Depreciation and amortization are charged on a straight-line basis over the estimated useful lives of the assets as follows:
| Buildings and improvements | 15 to 50 years |
| Machinery and equipment | 3 to 12 years |
| Computer software | 3 to 10 years |
| Leasehold improvements | Shorter of useful life or lease term |
| b) | Goodwill and Other Intangible Assets |
Goodwill, representing the excess of purchase price over the net asset value of companies acquired, and indefinite-lived intangible assets are not amortized, but are reviewed for impairment annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that an asset might be impaired. The annual evaluations of goodwill and indefinite-lived intangible assets are generally based on an assessment of qualitative factors to determine whether it is more likely than not that the fair value of the asset is less than its carrying amount.
If the Company is unable to conclude whether the goodwill asset is not impaired after considering the totality of events and circumstances during its qualitative assessment, the Company performs the first step of the two-step impairment test by estimating the fair value of the goodwill asset and comparing the fair value to the carrying amount of the goodwill asset. If the carrying amount of the goodwill asset exceeds its fair value, then the Company performs the second step of the impairment test to measure the amount of the impairment loss, if any.
If the Company is unable to conclude whether the indefinite-lived intangible asset is not impaired after considering the totality of events and circumstances, the Company performs an impairment test to measure the amount of the impairment loss, if any.
Other intangible assets include indefinite-lived assets and assets subject to amortization. Where applicable, amortization is charged on a straight-line basis over the expected period to be benefited. The straight-line method of amortization reflects an appropriate allocation of the cost of the intangible assets to earnings in proportion to the amount of economic benefits obtained by the Company in each reporting period. The Company assesses the initial acquisition of intangible assets in accordance with the provisions of ASC 805 "Business Combinations" and the continued accounting for previously recognized intangible assets and goodwill in accordance with the provisions of ASC 350 "Intangible - Goodwill and Other" and ASC 360 "Property, Plant, and Equipment."
F-10
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
Accounting for Impairment of Long-Lived Assets
The Company assesses the need to record impairment losses on long-lived assets with finite lives when events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. An impairment loss would be recognized when future estimated undiscounted cash flows expected to result from use of the asset are less than the asset’s carrying value, with the loss measured as the difference between carrying value and estimated fair value.
Taxation
The Company files tax returns in each jurisdiction in which it operates. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in the respective jurisdictions in which the Company operates. In assessing the ability to realize deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Deferred taxes are not provided on the unremitted earnings of subsidiaries outside of the United States when it is expected that these earnings are permanently reinvested. Such earnings may become taxable upon the sale or liquidation of these subsidiaries or upon the remittance of dividends. Deferred taxes are provided when the Company no longer considers subsidiary earnings to be permanently invested, such as in situations where the Company’s subsidiaries plan to make future dividend distributions.
The Company recognizes accrued amounts of interest and penalties related to its uncertain tax positions as part of income tax expense within its consolidated statement of operations.
Currency Translation and Transactions
The reporting currency for the consolidated financial statements of the Company is the U.S. dollar. The functional currency for the Company’s operations is generally the applicable local currency. Accordingly, the assets and liabilities of companies whose functional currency is other than the U.S. dollar are included in the consolidated financial statements by translating the assets and liabilities into the reporting currency at the exchange rates applicable at the end of the reporting period. The statements of operations and cash flows of such non-U.S. dollar functional currency operations are translated at the monthly average exchange rates during the year. Translation gains or losses are accumulated in other comprehensive income (loss) in the consolidated statements of shareholders’ equity. Transaction gains and losses are included as a component of net earnings or in certain circumstances as a component of other comprehensive income (loss) where the underlying item is considered a hedge of a net investment or intercompany notes that are long-term in nature.
Revenue Recognition
Revenue is recognized when title to a product has transferred and any significant customer obligations have been fulfilled. Standard shipping terms are generally FOB shipping point in most countries and, accordingly, title and risk of loss transfer upon shipment. In countries where title cannot legally transfer before delivery, the Company defers revenue recognition until delivery has occurred. The Company generally maintains the right to accept or reject a product return in its terms and conditions and also maintains appropriate accruals for outstanding credits. Shipping and handling costs charged to
F-11
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
customers are included in total net sales and the associated expense is recorded in cost of sales for all periods presented. Other than a few small software applications, the Company does not sell software products without the related hardware instrument as the software is embedded in the instrument. The Company’s products typically require no significant production, modification, or customization of the hardware or software that is essential to the functionality of the products. To the extent the Company’s solutions have a significant post-shipment obligation, revenue is deferred on the undelivered element until the obligation has been completed. The Company defers the installation portion of product revenue when installation is required, unless such installation is deemed perfunctory. The Company also sometimes enters into certain arrangements that require the separate delivery of multiple goods and/or services. These deliverables are accounted for separately if the deliverables have stand-alone value and the performance of undelivered items is probable and within the Company's control. The allocation of revenue between the separate deliverables is typically based on the relative selling price at the time of the sale in accordance with a number of factors including service technician billing rates, time to install, and geographic location.
Certain products are also sold through indirect distribution channels whereby the distributor assumes any further obligations to the customer upon title transfer. Revenue is recognized on these products upon transfer of title and risk of loss to distributors. Distributor discounts are offset against revenue at the time such revenue is recognized.
Service revenue not under contract is recognized upon the completion of the service performed. Spare parts sold on a stand-alone basis are recognized upon title and risk of loss transfer which are generally at the time of shipment. Revenues from service contracts are recognized ratably over the contract period. These contracts represent an obligation to perform repair and other services including regulatory compliance qualification, calibration, certification, and preventative maintenance on a customer’s pre-defined equipment over the contract period. Service contracts are separately priced and payment is typically received from the customer at the beginning of the contract period.
Research and Development
Research and development costs primarily consist of salaries, consulting, and other costs. The Company expenses these costs as incurred.
Warranty
The Company generally offers one-year warranties on most of its products. Product warranties are recorded at the time revenue is recognized. While the Company engages in extensive product quality programs and processes, its warranty obligations are affected by product failure rates, material usage, and service costs incurred in correcting a product failure.
Employee Termination Benefits
In situations where contractual termination benefits exist, the Company records accruals for employee termination benefits when it is probable that a liability has been incurred and the amount of the liability is reasonably estimable. All other employee termination arrangements are recognized and measured at their fair value at the communication date unless the employee is required to render additional service beyond the legal notification period, in which case the liability is recognized ratably over the future service period.
F-12
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
Earnings per Common Share
In accordance with the treasury stock method, the Company has included 680,208, 506,137, and 588,697 common equivalent shares in the calculation of diluted weighted average number of common shares for the years ended December 31, 2017, 2016, and 2015, respectively, relating to outstanding stock options and restricted stock units. The determination of the common share equivalents for 2017 includes the effect of the adoption of guidance ASU 2016-09 as described in Note 2.
Outstanding options and restricted stock units to purchase or receive 9,824, 102,017, and 112,562 shares of common stock for the years ended December 31, 2017, 2016, and 2015, respectively, have been excluded from the calculation of diluted weighted average number of common and common equivalent shares as such options and restricted stock units would be anti-dilutive.
Equity-Based Compensation
The Company applies the fair value methodology in accounting for its equity-based compensation plan.
Derivative Financial Instruments
The Company has limited involvement with derivative financial instruments and does not use them for trading purposes. As described more fully in Note 5, the Company enters into foreign currency forward exchange contracts to economically hedge certain short-term intercompany balances involving its international businesses. Such contracts limit the Company’s exposure to currency fluctuations on the items they hedge. These contracts are adjusted to fair market value as of each balance sheet date, with the resulting changes in fair value being recognized in other charges (income), consistent with the underlying hedged item.
The Company also enters into interest rate swap agreements and cross currency swaps in order to manage its exposure to changes in interest rates. The differential paid or received on interest rate swap agreements is recognized in interest expense over the life of the agreements as incurred. Floating to fixed interest rate swap agreements are accounted for as cash flow hedges. Changes in fair value of outstanding interest rate swap agreements that are effective as cash flow hedges are recognized in other comprehensive income as incurred.
Fair Value Measurements
The Company measures or monitors certain assets and liabilities on a fair value basis. Fair value is used on a recurring basis for assets and liabilities in which fair value is the primary basis of accounting, mainly derivative instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The Company applies the fair value hierarchy established under U.S. GAAP and when possible looks to active and observable markets to price identical assets and liabilities. If identical assets and liabilities are not traded in active markets, the Company looks to observable market data for similar assets and liabilities.
F-13
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
Business Combinations and Asset Acquisitions
The Company accounts for business acquisitions under the accounting standards for business combinations. The results of each acquisition are included in the Company's consolidated results as of the acquisition date. The purchase price of an acquisition is allocated to tangible and intangible assets and assumed liabilities based on their estimated fair values and any consideration in excess of the net assets acquired is recognized as goodwill. Acquisition transaction costs are expensed when incurred.
In circumstances where an acquisition involves a contingent consideration arrangement, the Company recognizes a liability equal to the fair value of the expected contingent payments as of the acquisition date. Subsequent changes in the fair value of the contingent consideration are recorded to other charges (income), net.
Recent Accounting Pronouncements
In January 2017, the Company adopted ASU 2016-09 to ASC 718 "Compensation - Stock Compensation." The primary impact of adoption was the recognition of excess tax benefits from stock option exercises within the provision for taxes rather than within shareholder's equity and a change in the determination of diluted earnings per common share. The Company adopted the guidance on a prospective basis, and the impact reduced the annual tax rate by 2% in 2017. In addition, the Company recognized additional deferred net tax assets of $1.5 million as a cumulative adjustment within shareholder's equity. The Company also classified on a retrospective basis the excess tax benefits from stock option exercises of $17.7 million and $12.9 million as operating activities in the prior period Statements of Cash Flows. For additional disclosure, see Note 13 to the consolidated financial statements.
In 2014, the FASB issued ASC 606 "Revenue from Contracts with Customers." ASC 606 provides authoritative guidance clarifying the principles for recognizing revenue under U.S. GAAP. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled, in exchange for those goods and services. The Company has completed its assessment of the new standard and expects the impact on its consolidated financial statements to be immaterial. Most of the Company's performance obligations are satisfied at the time the customer takes title, control, and risk of loss of the asset, which is generally upon shipment. The Company does not have variable pricing arrangements that are retrospective (except for rebate programs) or represent a material right to its customers. For transactions with multiple performance obligations, the new standard will not change the timing of revenue recognition or the allocation of the transaction price as the related goods and services are also sold separately and as such have standalone selling prices. Service contracts are recognized ratably over the contract period, which does not exceed a year. The guidance becomes effective for the year beginning January 1, 2018 and the Company will adopt the guidance using the modified retrospective approach.
In March 2017, the FASB issued ASU 2017-7 to ASC 715 "Compensation - Retirement Benefits," which will require the Company to report the non-service cost components of net periodic benefit cost in other charges (income), net. The new guidance must be applied retrospectively and becomes effective for the year beginning January 1, 2018. The non-service costs in 2017 and 2016 were a net benefit of $4.1 million and $9.8 million, respectively. The Company will reclass these amounts from selling, general, and administrative and cost of sales to other charges (income), net in the consolidated statement of operations.
In February 2016, the FASB issued ASU 2016-02 to ASC 842 "Leases." The accounting guidance primarily requires lessees to recognize most leases on their balance sheet as a right to use asset and a lease
F-14
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
liability, with the exception of short-term leases. A lessee will continue to recognize lease expense on a straight-line basis for leases classified as operating leases. The guidance will be adopted in 2019 and the Company is evaluating the adoption method it will elect upon implementation. The Company is in the process of reviewing all the current lease data and evaluating the impact of the adoption on the financial statements.
In August 2017, the FASB issued ASU 2017-12 to ASC 815 "Derivatives and Hedging," which modifies hedge accounting by making more hedge strategies eligible for hedge accounting, amending presentation and disclosure requirements, and changing how companies assess effectiveness. The intent is to simplify the application of hedge accounting and increase transparency of information about an entity’s risk management activities. The amended guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company early adopted the guidance which did not have an impact on the Company's consolidated results of operations and financial position.
- ACQUISITIONS
In September 2017, the Company acquired all of the shares of Biotix, Inc., a manufacturer and distributor of plastic consumables associated with pipettes, including tips, tubes, and reagent reservoirs used in the life sciences market, based in the United States. The initial cash payment was $105 million and the Company may be required to pay additional cash consideration up to a maximum amount of $65 million based upon earnings thresholds in 2018 and 2019. The estimated fair value of the contingent consideration obligation at the acquisition date of $30.7 million relating to the Biotix acquisition was determined using a Monte Carlo simulation based on the Company's forecast of future results. Goodwill recorded in connection with the acquisition totaled $51.7 million, which is included in the Company's U.S. Operations segment. Identified intangible finite-life assets acquired include customer relationships of $49.5 million, technology and patents of $8.0 million, indefinite life tradenames of $7.1 million, and other intangibles of $0.6 million. The identifiable finite-life intangible assets will be amortized on a straight-line basis over periods ranging from 5 to 18 years and the annual aggregate amortization expense is estimated at $3.7 million. Net tangible assets acquired were $18.8 million and recorded at fair value in the consolidated financial statements.
In 2017, the Company also incurred additional acquisition payments totaling $3.8 million. Goodwill recorded in connection with these acquisitions totaled $0.3 million. The Company recorded $3.1 million of identified intangibles primarily pertaining to technology and patents in connection with these acquisitions, which will be amortized on a straight-line basis over 12 years.
In 2016, the Company acquired substantially all of the assets of Henry Troemner, LLC (Troemner), a supplier of lab equipment, weights, and weight calibration based in the United States for an aggregate purchase price of $95.8 million, which has been included into the Company's laboratory instrument offering. Goodwill recorded in connection with the acquisition totaled $33.8 million, which is included in the Company's U.S. Operations segment. The Company identified intangible assets which included customer relationships of $43.9 million, a tradename of $3.4 million, technology and patents of $2.9 million, and other intangibles of $0.5 million. The identifiable intangible assets will be amortized on a straight-line basis over periods ranging from 3 to 25 years and the annual aggregate amortization expense is estimated at $2.7 million. Net tangible assets acquired were $11.3 million and were recorded at estimated fair value in the consolidated financial statements at the acquisition date.
F-15
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
In 2016, the Company also incurred additional acquisition payments totaling $15.6 million. Goodwill recorded in connection with these acquisitions totaled $7.5 million. The Company also recorded $9.4 million of identified intangibles primarily pertaining to customer relationships in connection with these acquisitions, which will be amortized on a straight-line basis over 10 to 15 years.
- INVENTORIES
Inventory consisted of the following at December 31:
| 2017 | 2016 | ||||||
| Raw materials and parts | $ | 118,790 | $ | 100,408 | |||
| Work-in-progress | 43,035 | 41,454 | |||||
| Finished goods | 93,565 | 80,185 | |||||
| Total inventory | $ | 255,390 | $ | 222,047 |
- FINANCIAL INSTRUMENTS
The Company has limited involvement with derivative financial instruments and does not use them for trading purposes. The Company enters into certain interest rate swap agreements in order to manage its exposure to changes in interest rates. At December 31, 2017, the interest payments associated with 77% of the Company's debt are fixed obligations. The amount of the Company's fixed obligation interest payments may change based upon the expiration dates of its interest rate swap agreement and the level and composition of its debt. The Company also enters into certain foreign currency forward contracts to limit the Company's exposure to currency fluctuations on the respective hedged items. As also mentioned in Note 9, the Company has designated its euro-denominated debt as a hedge of a portion of its net investment in a euro-denominated foreign subsidiary. For additional disclosures on the fair value of financial instruments, see Note 6.
Cash Flow Hedges
In June 2017, the Company entered into a cross currency swap arrangement designated as a cash flow hedge. The agreement converts $100 million of borrowings under the Company's credit facility into synthetic Swiss franc debt which allows the Company to effectively change the floating rate LIBOR-based interest payment to a fixed Swiss franc income of 0.01%. The swap began in June 2017 and matures in June 2019.
The Company has an interest rate swap agreement designated as a cash flow hedge. The agreement is a swap which has the effect of changing the floating rate LIBOR-based interest payments associated with $50 million in borrowings under the Company's credit agreement to a fixed obligation of 2.52% beginning in October 2015 and matures in October 2020.
In March 2015, the Company entered into a forward-starting interest rate swap agreement. The
agreement changes the floating rate LIBOR-based interest payments associated with $100 million in
borrowings under the Company's credit agreement to a fixed obligation of 2.25% beginning in
February 2017 and matures in February 2022.
The Company's cash flow hedges are recorded gross at fair value in the consolidated balance sheet at December 31, 2017 and 2016 and disclosed in Note 6 to the consolidated financial statements. Amounts reclassified into other comprehensive income and the effective portions of the cash flow hedges are further disclosed in Note 10 to the consolidated financial statements. A derivative gain of $2.0 million
F-16
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
based upon interest rates at December 31, 2017 is expected to be reclassified from other comprehensive income (loss) to earnings in the next 12 months. Through December 31, 2017, no hedge ineffectiveness has occurred in relation to these cash flow hedges.
Other Derivatives
The Company enters into foreign currency forward contracts in order to economically hedge short-term trade and non-trade intercompany balances largely denominated in Swiss franc, other major European currencies, and the Chinese renminbi with its foreign businesses. In accordance with U.S. GAAP, these contracts are considered “derivatives not designated as hedging instruments.” Gains or losses on these instruments are reported in current earnings. The foreign currency forward contracts are recorded at fair value in the consolidated balance sheet at December 31, 2017 and 2016, as disclosed in Note 6 to the consolidated financial statements. The Company recognized in other charges (income), a net gain of $9.4 million and a net loss of $3.3 million during the years ended December 31, 2017 and 2016, respectively, which offset the related transaction gains (losses) associated with these contracts. At December 31, 2017 and 2016, these contracts had a notional value of $394.8 million and $353.0 million, respectively.
The Company may be exposed to credit losses in the event of nonperformance by the counterparties to its derivative financial instrument contracts. Counterparties are established banks and financial institutions with high credit ratings. The Company believes that such counterparties will be able to fully satisfy their obligations under these contracts.
- FAIR VALUE MEASUREMENTS
At December 31, 2017 and 2016, the Company had derivative assets totaling $1.9 million and $0.8 million, respectively, and derivative liabilities totaling $2.4 million and $5.8 million, respectively. The fair values of the interest rate swap agreements, the cross currency swap agreement, and foreign currency forward contracts that economically hedge short-term intercompany balances are estimated based upon inputs from current valuation information obtained from dealer quotes and priced with observable market assumptions and appropriate valuation adjustments for credit risk. The Company has evaluated the valuation methodologies used to develop the fair values by dealers in order to determine whether such valuations are representative of an exit price in the Company’s principal market. In addition, the Company uses an internally developed model to perform testing on the valuations received from brokers. The Company has also considered both its own credit risk and counterparty credit risk in determining fair value and determined these adjustments were insignificant for the years ended December 31, 2017 and 2016.
The Company had $5.6 million and $21.5 million of cash equivalents at December 31, 2017 and 2016, respectively, the fair value of which is determined through quoted and corroborated prices in active markets. The fair value of cash equivalents approximates cost.
The fair value of the Company's fixed interest rate debt was estimated using Level 2 inputs, primarily discounted cash flow models, based on estimated current rates offered for similar debt under current market conditions for the Company. The fair value of the Company's fixed interest rate debt exceeds the carrying value by approximately $6.6 million and $4.2 million as of December 31, 2017 and December 31, 2016, respectively.
F-17
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
The fair value of the contingent consideration obligation of $30.9 million relating to the Biotix acquisition as of December 31, 2017 is based on the Company's forecast of future results. The fair value measurements are based on significant inputs not observable in the market and thus represent a Level 3 measurement.
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
The following table presents, for each of these hierarchy levels, the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2017 and 2016:
| December 31, 2017 | December 31, 2016 | ||||||||||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||
| Cash equivalents | $ | 5,616 | $ | — | $ | 5,616 | $ | — | $ | 21,513 | $ | — | $ | 21,513 | $ | — | |||||||||||||||
| Foreign currency forward contracts not designated as hedging instruments | 1,912 | — | 1,912 | — | 791 | — | 791 | — | |||||||||||||||||||||||
| Total | $ | 7,528 | $ | — | $ | 7,528 | $ | — | $ | 22,304 | $ | — | $ | 22,304 | $ | — | |||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||||
| Interest rate swap agreements | $ | 1,292 | $ | — | $ | 1,292 | $ | — | $ | 3,630 | $ | — | $ | 3,630 | $ | — | |||||||||||||||
| Cross currency swap agreement | 106 | — | 106 | — | — | — | — | — | |||||||||||||||||||||||
| Foreign currency forward contracts not designated as hedging instruments | 986 | — | 986 | — | 2,123 | — | 2,123 | — | |||||||||||||||||||||||
| Total | $ | 2,384 | $ | — | $ | 2,384 | $ | — | $ | 5,753 | $ | — | $ | 5,753 | $ | — |
- PROPERTY, PLANT, AND EQUIPMENT, NET
Property, plant, and equipment, net consisted of the following at December 31:
| 2017 | 2016 | ||||||
| Land | $ | 58,046 | $ | 55,885 | |||
| Building and leasehold improvements | 300,850 | 247,883 | |||||
| Machinery and equipment | 382,233 | 347,344 | |||||
| Computer software | 436,249 | 372,065 | |||||
| Property, plant, and equipment, gross | 1,177,378 | 1,023,177 | |||||
| Less accumulated depreciation and amortization | (509,107 | ) | (459,470 | ) | |||
| Property, plant, and equipment, net | $ | 668,271 | $ | 563,707 |
F-18
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
- GOODWILL AND OTHER INTANGIBLE ASSETS
The following table shows the changes in the carrying amount of goodwill for the years ended December 31:
| 2017 | 2016 | ||||||
| Balance at beginning of year | $ | 476,378 | $ | 446,284 | |||
| Goodwill acquired | 52,229 | 41,308 | |||||
| Foreign currency translation | 11,231 | (11,214 | ) | ||||
| Balance at year end | $ | 539,838 | $ | 476,378 |
Goodwill and indefinite-lived assets are reviewed for impairment on an annual basis in the fourth quarter. The Company completed its impairment review and determined that, through December 31, 2017, there had been no impairment of these assets.
The components of other intangible assets as of December 31 are as follows:
| 2017 | 2016 | ||||||||||||||||||||||
| Gross Amount | Accumulated Amortization | Intangibles, Net | Gross Amount | Accumulated Amortization | Intangibles, Net | ||||||||||||||||||
| Customer relationships | $ | 198,527 | $ | (41,794 | ) | $ | 156,733 | $ | 147,466 | $ | (34,672 | ) | $ | 112,794 | |||||||||
| Proven technology and patents | 70,311 | (38,890 | ) | 31,421 | 58,394 | (35,128 | ) | 23,266 | |||||||||||||||
| Tradenames (finite life) | 4,518 | (2,807 | ) | 1,711 | 4,182 | (2,514 | ) | 1,668 | |||||||||||||||
| Tradenames (indefinite life) | 35,562 | — | 35,562 | 28,272 | — | 28,272 | |||||||||||||||||
| Other | 3,490 | (2,199 | ) | 1,291 | 2,871 | (1,816 | ) | 1,055 | |||||||||||||||
| $ | 312,408 | $ | (85,690 | ) | $ | 226,718 | $ | 241,185 | $ | (74,130 | ) | $ | 167,055 |
The Company recognized amortization expense associated with the above intangible assets of $11.5 million, $8.3 million, and $6.3 million for the years ended December 31, 2017, 2016, and 2015, respectively. The annual aggregate amortization expense based on the current balance of other intangible assets is estimated at $13.9 million for 2018, $13.4 million for 2019, $13.0 million for 2020, $12.4 million for 2021, and $11.9 million for 2022. The finite-lived intangible assets are amortized on a straight-line basis over periods ranging from 3 to 45 years. The straight-line method of amortization reflects an appropriate allocation of the cost of the intangible assets to earnings in proportion to the amount of economic benefits obtained by the Company in each reporting period. Purchased intangibles amortization was $10.9 million, $7.1 million after tax, $7.4 million, $5.0 million after tax, and $5.7 million, $3.9 million after tax, for the years ended December 31, 2017, 2016, and 2015, respectively.
In addition to the above amortization, the Company recorded amortization expense associated with capitalized software of $31.0 million, $27.5 million, and $24.4 million for the years ended December 31, 2017, 2016, and 2015, respectively.
F-19
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
- DEBT
Debt consisted of the following at December 31:
| 2017 | 2016 | ||||||
| 3.67% $50 million Senior Notes due December 17, 2022 | $ | 50,000 | $ | 50,000 | |||
| 4.10% $50 million Senior Notes due September 19, 2023 | 50,000 | 50,000 | |||||
| 3.84% $125 million Senior Notes due September 19, 2024 | 125,000 | 125,000 | |||||
| 4.24% $125 million Senior Notes due June 25, 2025 | 125,000 | 125,000 | |||||
| 1.47% EUR 125 million Senior Notes due June 17, 2030 | 149,736 | 131,507 | |||||
| Debt issuance costs, net | (1,438 | ) | (1,642 | ) | |||
| Total Senior Notes | 498,298 | 479,865 | |||||
| $800 million Credit Agreement, interest at LIBOR plus 97.5 basis points(1) | 461,872 | 395,191 | |||||
| Other local arrangements | 19,677 | 18,974 | |||||
| Total debt | 979,847 | 894,030 | |||||
| Less: current portion | (19,677 | ) | (18,974 | ) | |||
| Total long-term debt | $ | 960,170 | $ | 875,056 |
(1) See Note 5 for additional disclosures on the financial instruments associated with the Credit Agreement.
3.67% Senior Notes
In 2012, the Company issued and sold $50 million of 3.67% Senior Notes due December 17, 2022 in a private placement. The 3.67% Senior Notes are senior unsecured obligations of the Company. Interest is payable semi-annually in June and December.
The 3.67% Senior Notes contain customary affirmative and negative covenants including, among others, limitations on the Company and its subsidiaries with respect to incurrence of liens and priority indebtedness, disposition of assets, mergers, and transactions with affiliates. The note purchase agreement also requires the Company to maintain a consolidated interest coverage ratio of not less than 3.5 to 1.0 and a consolidated leverage ratio of not more than 3.5 to 1.0. The 3.67% Senior Notes also contain customary events of default with customary grace periods, as applicable. The Company was in compliance with its covenants at December 31, 2017.
Issuance costs approximating $0.4 million are being amortized to interest expense over the ten-year term of the 3.67% Senior Notes.
4.10% Senior Notes
In 2013, the Company issued and sold $50 million of 4.10% Senior Notes due September 19, 2023 in a private placement. The 4.10% Senior Notes are senior unsecured obligations of the Company. Interest on the 4.10% Senior Notes is payable semi-annually in March and September each year.
The 4.10% Senior Notes contain customary affirmative and negative covenants, change in control, and prepayment provisions, that are substantially similar to those contained in the previously issued debt of the Company as described above. The 4.10% Senior Notes also contain customary events of default with customary grace periods, as applicable. The Company was in compliance with its covenants at December 31, 2017.
Issuance costs approximating $0.4 million are being amortized to interest expense over the ten-year term of the 4.10% Senior Notes.
F-20
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
3.84% Senior Notes and 4.24% Senior Notes
In 2014, the Company entered into an agreement to issue and sell $250 million of ten-year Senior Notes in a private placement. The Company issued $125 million with a fixed interest rate of 3.84% ("3.84% Senior Notes") in September 2014 and issued $125 million with a fixed interest rate of 4.24% ("4.24% Senior Notes") in June 2015. The Senior Notes are senior unsecured obligations of the Company. Interest on the 3.84% Senior Notes is payable semi-annually in March and September each year, beginning in March 2015. Interest on the 4.24% Senior Notes is payable semi-annually in June and December of each year, beginning in December 2015. The 4.24% Senior Notes were used to repay $100 million of 6.3% Senior Notes which were due June 25, 2015.
The 3.84% Senior Notes and 4.24% Senior Notes contain customary affirmative and negative covenants, change in control, and prepayment provisions, that are substantially similar to those contained in the previously issued debt of the Company as described above. The 3.84% Senior Notes and 4.24% Senior Notes also contain customary events of default with customary grace periods, as applicable. The Company was in compliance with its covenants at December 31, 2017.
Issuance costs approximating $0.9 million are being amortized to interest expense over the ten-year term of the Senior Notes.
1.47% Euro Senior Notes
In 2015, the Company issued in a private placement Euro 125 million with a fixed interest rate of 1.47% fifteen-year Senior Notes ("1.47% Euro Senior Notes"). The Euro Senior Notes are senior unsecured obligations of the Company. The Company has designated the 1.47% Euro Senior Notes as a hedge of a portion of its net investment in a euro denominated foreign subsidiary to reduce foreign currency risk associated with this net investment. Changes in the carrying value of this debt resulting from fluctuations in the euro to U.S. dollar exchange rate are recorded as foreign currency translation adjustments within other comprehensive income (loss). The Company recorded in other comprehensive income (loss) related to this net investment hedge an unrealized loss of $18.2 million and an unrealized gain of $5.1 million for the years ended December 31, 2017 and 2016, respectively.
Interest on the 1.47% Senior Notes is payable in June and December each year. The 1.47% Senior Notes contain customary affirmative and negative covenants, change in control, and prepayment provisions, that are substantially similar to those contained in the previously issued debt of the Company as described above. The 1.47% Senior Notes also contain customary events of default with customary grace periods, as applicable. The Company was in compliance with its covenants at December 31, 2017.
Issuance costs approximating $0.4 million are being amortized to interest expense over the fifteen-year term of the Euro Senior Notes.
Credit Agreement
In 2015, the Company entered into an $800 million Credit Agreement (the "Credit Agreement"), which amended its $800 million Amended and Restated Credit Agreement (the "Prior Credit Agreement"). The Credit Agreement is provided by a group of financial institutions (similar to the Company's Prior Credit Agreement) and has a maturity date of December 17, 2020. It is a revolving credit facility and is not subject to any scheduled principal payments prior to maturity. The obligations under the Credit Agreement are unsecured.
F-21
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
Borrowings under the Credit Agreement bear interest at current market rates plus a margin based on the Company’s consolidated leverage ratio, which was set at LIBOR plus 97.5 basis points as of December 31, 2017. The Company must also pay facility fees that are tied to its leverage ratio. The Credit Agreement contains covenants that are substantially similar to those contained in the previously issued debt of the Company as described above, with which the Company was in compliance as of December 31, 2017. The Credit Agreement also places certain limitations on the Company, including limiting the ability to incur liens or indebtedness at a subsidiary level. In addition, the Credit Agreement has several events of default. The Company incurred approximately $0.1 million of debt extinguishment costs during 2015 related to the Prior Credit Agreement. The Company capitalized $1.1 million in financing fees during 2015 associated with the Credit Agreement which will be amortized to interest expense through 2020. During 2017, the Company increased its borrowing under the Credit Agreement by $66.7 million, which primarily was used to fund the Biotix acquisition as described in Note 3. As of December 31, 2017, approximately $332.6 million was available under the facility.
The Company’s weighted average interest rate was 3.3% and 3.7% for the years ended December 31, 2017 and 2016, respectively.
- SHAREHOLDERS’ EQUITY
Common Stock
The number of authorized shares of the Company’s common stock is 125,000,000 shares with a par value of $0.01 per share. Holders of the Company’s common stock are entitled to one vote per share. At December 31, 2017, 3,436,176 shares of the Company’s common stock were reserved for issuance pursuant to the Company’s stock option plans.
Preferred Stock
The Board of Directors, without further shareholder authorization, is authorized to issue up to 10,000,000 shares of preferred stock, par value $0.01 per share in one or more series and to determine and fix the rights, preferences, and privileges of each series, including dividend rights and preferences over dividends on the common stock and one or more series of the preferred stock, conversion rights, voting rights (in addition to those provided by law), redemption rights, and the terms of any sinking fund therefore, and rights upon liquidation, dissolution, or winding up, including preferences over the common stock and one or more series of the preferred stock. The issuance of shares of preferred stock, or the issuance of rights to purchase such shares, may have the effect of delaying, deferring, or preventing a change in control of the Company or an unsolicited acquisition proposal.
Share Repurchase Program
The Company has a share repurchase program of which there was $583.4 million common shares remaining to be repurchased under the program as of December 31, 2017. The share repurchases are expected to be funded from cash balances, borrowings, and cash generated from operating activities. Repurchases will be made through open market transactions, and the amount and timing of purchases will depend on business and market conditions, the stock price, trading restrictions, the level of acquisition activity, and other factors.
The Company has purchased 26.7 million common shares since the inception of the program in 2004 through December 31, 2017, at a total cost of $3.9 billion. During the years ended December 31, 2017 and 2016, the Company spent $400 million and $500 million on the repurchase of 749,254 shares and
F-22
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
1,348,507 shares at an average price per share of $533.84 and $370.75, respectively. The Company reissued 270,413 shares and 278,623 shares held in treasury for the exercise of stock options and restricted stock units during 2017 and 2016, respectively.
Accumulated Other Comprehensive Income (Loss)
The following table presents changes in accumulated other comprehensive income by component for the period ended December 31, 2017 and 2016:
| 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, 2015 | $ | (57,394 | ) | $ | 3,016 | $ | (212,271 | ) | $ | (266,649 | ) | ||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||
| Net unrealized actuarial gains (loss), prior service costs, and plan amendments | — | — | (47,788 | ) | (47,788 | ) | |||||||||
| Net unrealized gains (loss) on cash flow hedging arrangements | — | (513 | ) | — | (513 | ) | |||||||||
| Foreign currency translation adjustment | (57,928 | ) | — | 5,885 | (52,043 | ) | |||||||||
| Amounts recognized from accumulated other comprehensive income (loss), net of tax | — | (4,735 | ) | 16,730 | 11,995 | ||||||||||
| Net change in other comprehensive income (loss), net of tax | (57,928 | ) | (5,248 | ) | (25,173 | ) | (88,349 | ) | |||||||
| 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 | ) |
F-23
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
The following table presents amounts recognized from accumulated other comprehensive income (loss) for the twelve month period ended December 31, 2017 and 2016:
| 2017 | 2016 | Location of Amounts Recognized in Earnings | ||||||||
| Effective portion of losses (gains) on cash flow hedging arrangements: | ||||||||||
| Interest rate swap agreements | $ | 1,679 | $ | 1,034 | Interest expense | |||||
| Cross currency swap | (1,416 | ) | — | (a) | ||||||
| Foreign currency forward contracts | — | (6,756 | ) | Cost of sales - products | ||||||
| Total before taxes | 263 | (5,722 | ) | |||||||
| Provision for taxes | 536 | (987 | ) | Provision for taxes | ||||||
| Total, net of taxes | $ | (273 | ) | $ | (4,735 | ) | ||||
| Recognition of defined benefit pension and post-retirement items: | ||||||||||
| Recognition of actuarial losses, plan amendments, prior service cost, and settlement charge before taxes | $ | 20,137 | $ | 23,925 | (b) | |||||
| Provision for taxes | 5,264 | 7,195 | Provision for taxes | |||||||
| Total, net of taxes | $ | 14,873 | $ | 16,730 |
| (a) | The cross currency swap reflects an unrealized gain of $0.2 million recorded in other charges (income) that was offset by underlying unrealized loss on the hedged debt. The cross currency swap also reflects a realized gain of $1.2 million recorded in interest expense. |
| (b) | These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension and post-retirement cost. See Note 12 for additional details for the year ended December 31, 2017. |
- EQUITY INCENTIVE PLAN
The Company’s equity incentive plan provides employees and directors of the Company additional incentives to join and/or remain in the service of the Company as well as to maintain and enhance the long-term performance and profitability of the Company. The Company’s 2013 equity incentive plan was approved by shareholders on May 2, 2013 and provides that 2 million shares of common stock, plus any shares that remained available for grant under the Company's prior equity incentive plan as well as options outstanding that terminate without being exercised, may be the subject of awards. The plan provides for the grant of options, restricted stock units, and other equity-based awards. The exercise price of options granted shall not be less than the fair market value of the common stock on the date of the award. Options primarily vest equally over a five-year period from the date of grant and have a maximum term of up to ten years and six months. Restricted units primarily vest equally over a five-year period from the date of grant. Performance share units generally vest after a three-year period from the date of the grant based upon satisfaction of the performance condition. The compensation committee of the Board of Directors has generally granted restricted share units to participating managers and non-qualified stock options and performance share units to executive officers.
All share-based compensation arrangements granted to employees, including stock option grants, are recognized in the consolidated statement of operations based on the grant-date fair value of the award over the period during which an employee is required to provide service in exchange for the award. Share-based compensation expense is recorded within selling, general, and administrative in the consolidated
F-24
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
statement of operations with a corresponding offset to additional paid-in capital in the consolidated balance sheet.
The fair values of stock options granted were calculated using the Black-Scholes pricing model. The aggregate intrinsic value of an option is the amount by which the fair value of the underlying stock exceeds its exercise price. The following table summarizes all stock option activity from December 31, 2016 through December 31, 2017:
| Number of Options | Weighted Average Exercise Price | Aggregate Intrinsic Value (in millions) | ||||
| Outstanding at December 31, 2016 | 1,215,481 | $192.63 | $274.6 | |||
| Granted | 46,877 | 671.60 | ||||
| Exercised | (245,562 | ) | 116.67 | |||
| Forfeited | (8,320 | ) | 241.83 | |||
| Outstanding at December 31, 2017 | 1,008,476 | $232.99 | $392.2 | |||
| Options exercisable at December 31, 2017 | 755,407 | $180.66 | $331.5 |
The following table details the weighted average remaining contractual life of options outstanding at December 31, 2017 by range of exercise prices:
| Number of Options Outstanding | Weighted Average Exercise Price | Remaining Contractual Life of Options Outstanding | Options Exercisable | |||||||
| 102,357 | $ | 89.23 | 1.7 | 102,357 | ||||||
| 124,585 | $ | 133.00 | 2.8 | 124,585 | ||||||
| 298,180 | $ | 159.96 | 4.4 | 298,180 | ||||||
| 125,523 | $ | 244.99 | 5.9 | 100,716 | ||||||
| 357,831 | $ | 365.57 | 8.0 | 129,569 | ||||||
| 1,008,476 | 5.4 | 755,407 |
As of the date granted, the weighted average grant-date fair value of the options granted during the years ended December 31, 2017, 2016, and 2015 was $206.56, $118.31, and $92.81, respectively.
Such weighted average grant-date fair value was determined using the following assumptions:
| 2017 | 2016 | 2015 | ||||||
| Risk-free interest rate | 2.00 | % | 1.26 | % | 1.65 | % | ||
| Expected life in years | 5.8 | 5.7 | 5.7 | |||||
| Expected volatility | 28 | % | 29 | % | 28 | % | ||
| Expected dividend yield | — | — | — |
The total intrinsic value of options exercised during the years ended December 31, 2017, 2016, and 2015 was approximately $105.6 million, $69.5 million, and $90.7 million, respectively.
The total fair value of options vested during the years ended December 31, 2017, 2016, and 2015 was approximately $8.3 million, $7.4 million, and $8.6 million, respectively.
During the fourth quarter of 2016, the Company granted 12,678 performance-based options, with a grant-date fair value of $1.5 million. Compensation expense is recognized over the five-year vesting provisions based upon the probability of the performance condition being met.
F-25
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
The following table summarizes all restricted stock unit and performance share unit activity from December 31, 2016 through December 31, 2017:
| Number of Restricted Stock Units | Aggregate Intrinsic Value (in millions) | Number of Performance Share Units | Aggregate Intrinsic Value (in millions) | ||||||||||
| Outstanding at December 31, 2016 | 70,547 | $ | 29.5 | 4,532 | $ | 1.9 | |||||||
| Granted | 13,202 | 3,518 | |||||||||||
| Vested | (24,851 | ) | — | ||||||||||
| Forfeited | (2,509 | ) | — | ||||||||||
| Outstanding at December 31, 2017 | 56,389 | $ | 34.9 | 8,050 | $ | 5.0 |
The weighted average grant-date fair value of the restricted stock units granted during years ended 2017 and 2016 was $671.60 and $397.95 per unit, respectively, and the restricted units vest ratably primarily over a five-year period. The total fair value of the restricted stock units on the date of grant of $8.7 million for 2017 and $8.3 million for 2016 will be recorded as compensation expense on a straight-line basis over the vesting period. The total fair value of restricted stock units vested during the years ended December 31, 2017, 2016, and 2015 was approximately $6.8 million, $6.3 million, and $6.0 million, respectively. Approximately $6.5 million and $6.4 million of compensation expense was recognized during the years ended December 31, 2017 and 2016, respectively.
The Company granted performance share units with a market condition. Grantees of performance share units will be eligible to receive shares of the Company's common stock depending upon the Company's total shareholder return relative to the performance of companies in the S&P 500 Healthcare and S&P 500 Industrials over a three-year period. The awards actually earned will range from zero to 200% of the targeted number of performance share units for the three-year performance period and will be paid, to the extent earned, in the fiscal quarter following the end of the applicable three-year performance period. These awards were valued using a monte carlo simulation based on the following assumptions:
| 2017 | 2016 | ||||
| Risk-free interest rate | 1.73 | % | 0.98 | % | |
| Expected life in years | 3.0 | 3.0 | |||
| Expected volatility | 28 | % | 29 | % | |
| Expected dividend yield | — | — |
As of the date granted, the fair value of the performance share units granted was $844.39 for 2017 and $470.17 for 2016, respectively. The total fair value of the performance share units on the date of the grant was $3.0 million for 2017 and $2.1 million for 2016 and will be recorded as compensation expense on a straight-line basis over the 3-year period.
At December 31, 2017, a total of 2,230,063 shares of common stock were available for grant in the form of stock options, restricted stock units, or performance share units.
As of December 31, 2017, the unrecorded deferred share-based compensation balance related to stock options, restricted stock units, and performance share units was $53.0 million and will be recognized using a straight-line method over an estimated weighted average amortization period of 2.3 years.
F-26
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
- BENEFIT PLANS
The Company maintains a number of retirement and other post-retirement employee benefit plans.
Certain subsidiaries sponsor defined contribution plans. Benefits are determined and funded annually based upon the terms of the plans. Amounts recognized as cost under these plans amounted to $17.2 million, $15.4 million, and $16 million for the years ended December 31, 2017, 2016, and 2015, respectively.
Certain subsidiaries sponsor defined benefit plans. Benefits are provided to employees primarily based upon years of service and employees’ compensation for certain periods during the last years of employment. Prior to 2002, the Company’s U.S. operations also provided post-retirement medical benefits to their employees. Contributions for medical benefits are related to employee years of service.
The following tables set forth the change in benefit obligation, the change in plan assets, the funded status, and amounts recognized in the consolidated financial statements for the Company’s defined benefit plans and post-retirement plan at December 31, 2017 and 2016:
| U.S. Pension Benefits | Non-U.S. Pension Benefits | Other Benefits | Total | ||||||||||||||||||||||||||||
| 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | ||||||||||||||||||||||||
| Change in benefit obligation: | |||||||||||||||||||||||||||||||
| Benefit obligation at beginning of year | $ | 138,155 | $ | 154,415 | $ | 838,277 | $ | 818,269 | $ | 2,985 | $ | 3,272 | $ | 979,417 | $ | 975,956 | |||||||||||||||
| Service cost, gross | 565 | 432 | 29,600 | 29,936 | — | — | 30,165 | 30,368 | |||||||||||||||||||||||
| Interest cost | 4,374 | 4,428 | 8,511 | 10,664 | 70 | 76 | 12,955 | 15,168 | |||||||||||||||||||||||
| Actuarial losses (gains) | 6,979 | 845 | 33,036 | 42,786 | 18 | 318 | 40,033 | 43,949 | |||||||||||||||||||||||
| Plan amendments and other | — | — | (15,153 | ) | — | 137 | 150 | (15,016 | ) | 150 | |||||||||||||||||||||
| Benefits paid | (7,502 | ) | (21,965 | ) | (30,356 | ) | (33,977 | ) | (537 | ) | (831 | ) | (38,395 | ) | (56,773 | ) | |||||||||||||||
| Impact of foreign currency | — | — | 54,563 | (29,401 | ) | — | — | 54,563 | (29,401 | ) | |||||||||||||||||||||
| Benefit obligation at end of year | $ | 142,571 | $ | 138,155 | $ | 918,478 | $ | 838,277 | $ | 2,673 | $ | 2,985 | $ | 1,063,722 | $ | 979,417 | |||||||||||||||
| Change in plan assets: | |||||||||||||||||||||||||||||||
| Fair value of plan assets at beginning of year | $ | 104,103 | $ | 119,118 | $ | 716,169 | $ | 725,597 | $ | — | $ | — | $ | 820,272 | $ | 844,715 | |||||||||||||||
| Actual return on plan assets | 14,869 | 6,876 | 49,055 | 15,927 | — | — | 63,924 | 22,803 | |||||||||||||||||||||||
| Employer contributions | 97 | 74 | 22,961 | 22,291 | 400 | 681 | 23,458 | 23,046 | |||||||||||||||||||||||
| Plan participants’ contributions | — | — | 13,503 | 13,277 | 137 | 150 | 13,640 | 13,427 | |||||||||||||||||||||||
| Benefits paid | (7,502 | ) | (21,965 | ) | (30,356 | ) | (33,977 | ) | (537 | ) | (831 | ) | (38,395 | ) | (56,773 | ) | |||||||||||||||
| Impact of foreign currency and other | — | — | 36,883 | (26,946 | ) | — | — | 36,883 | (26,946 | ) | |||||||||||||||||||||
| Fair value of plan assets at end of year | $ | 111,567 | $ | 104,103 | $ | 808,215 | $ | 716,169 | $ | — | $ | — | $ | 919,782 | $ | 820,272 | |||||||||||||||
| Funded status | $ | (31,004 | ) | $ | (34,052 | ) | $ | (110,263 | ) | $ | (122,108 | ) | $ | (2,673 | ) | $ | (2,985 | ) | $ | (143,940 | ) | $ | (159,145 | ) |
F-27
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
Amounts recognized in the consolidated balance sheets consist of:
| U.S. Pension Benefits | Non-U.S. Pension Benefits | Other Benefits | Total | ||||||||||||||||||||||||||||
| 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | ||||||||||||||||||||||||
| Other non-current assets | $ | — | $ | — | $ | 40,493 | $ | 10,530 | $ | — | $ | — | $ | 40,493 | $ | 10,530 | |||||||||||||||
| Accrued and other liabilities | (88 | ) | (92 | ) | (4,990 | ) | (4,293 | ) | (411 | ) | (467 | ) | (5,489 | ) | (4,852 | ) | |||||||||||||||
| Pension and other post-retirement liabilities | (30,916 | ) | (33,960 | ) | (145,766 | ) | (128,345 | ) | (2,262 | ) | (2,518 | ) | (178,944 | ) | (164,823 | ) | |||||||||||||||
| Accumulated other comprehensive loss (income) | 61,819 | 69,528 | 254,870 | 255,855 | (2,365 | ) | (5,057 | ) | 314,324 | 320,326 | |||||||||||||||||||||
| Total | $ | 30,815 | $ | 35,476 | $ | 144,607 | $ | 133,747 | $ | (5,038 | ) | $ | (8,042 | ) | $ | 170,384 | $ | 161,181 |
The following amounts have been recognized in accumulated other comprehensive income (loss), before taxes, at December 31, 2017 and have not yet been recognized as a component of net periodic pension cost:
| U.S. Pension Benefits | Non-U.S. Pension Benefits | Other Benefits | Total | Total, After Tax | |||||||||||||||
| Plan amendments and prior service cost | $ | — | $ | (30,698 | ) | $ | (372 | ) | $ | (31,070 | ) | $ | (24,289 | ) | |||||
| Actuarial losses (gains) | 61,819 | 285,568 | (1,993 | ) | 345,394 | 257,274 | |||||||||||||
| Total | $ | 61,819 | $ | 254,870 | $ | (2,365 | ) | $ | 314,324 | $ | 232,985 |
The following changes in plan assets and benefit obligations were recognized in other comprehensive income (loss), before taxes, for the year ended December 31, 2017:
| U.S. Pension Benefits | Non-U.S. Pension Benefits | Other Benefits | Total | Total, After Tax | |||||||||||||||
| Net actuarial losses (gains) | $ | (1,153 | ) | $ | 14,330 | $ | 18 | $ | 13,195 | $ | 10,378 | ||||||||
| Plan amendment | — | (15,153 | ) | — | (15,153 | ) | (12,056 | ) | |||||||||||
| Amortization of: | |||||||||||||||||||
| Actuarial (losses) gains | (6,556 | ) | (23,144 | ) | 1,895 | (27,805 | ) | (20,821 | ) | ||||||||||
| Plan amendments and prior service cost | — | 6,897 | 779 | 7,676 | 5,948 | ||||||||||||||
| Impact of foreign currency | — | 16,085 | — | 16,085 | 12,092 | ||||||||||||||
| Total | $ | (7,709 | ) | $ | (985 | ) | $ | 2,692 | $ | (6,002 | ) | $ | (4,459 | ) |
The accumulated benefit obligations at December 31, 2017 and 2016 were $142.6 million and $138.2 million, respectively, for the U.S. defined benefit pension plan and $785.7 million and $818.9 million, respectively, for all non-U.S. plans. Certain of the plans included within non-U.S. pension benefits have accumulated benefit obligations which exceed the fair value of plan assets. The projected benefit obligation, the accumulated benefit obligation, and fair value of assets of these plans as of December 31, 2017 were $202.3 million, $192.0 million, and $50.0 million, respectively.
F-28
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
The assumed discount rates and rates of increase in future compensation levels used in calculating the projected benefit obligations vary according to the economic conditions of the country in which the retirement plans are situated. The weighted average rates used for the purposes of the Company’s plans are as follows:
| U.S. | Non-U.S. | ||||||||||
| 2017 | 2016 | 2017 | 2016 | ||||||||
| Discount rate | 3.49 | % | 3.97 | % | 0.97 | % | 0.98 | % | |||
| Compensation increase rate | n/a | n/a | 0.87 | % | 0.85 | % | |||||
| Expected long-term rate of return on plan assets | 6.50 | % | 6.75 | % | 3.86 | % | 4.09 | % |
The assumed discount rates, rates of increase in future compensation levels, and the long-term rate of return used in calculating the net periodic pension cost vary according to the economic conditions of the country in which the retirement plans are situated. The weighted average rates used for the purposes of the Company’s plans are as follows:
| U.S. | Non-U.S. | ||||||||||||||||
| 2017 | 2016 | 2015 | 2017 | 2016 | 2015 | ||||||||||||
| Discount rate | 3.97 | % | 4.27 | % | 4.00 | % | 0.98 | % | 1.31 | % | 1.65 | % | |||||
| Compensation increase rate | n/a | n/a | n/a | 0.85 | % | 1.03 | % | 1.61 | % | ||||||||
| Expected long-term rate of return on plan assets | 6.75 | % | 7.25 | % | 7.50 | % | 4.09 | % | 4.58 | % | 4.82 | % |
Net periodic pension cost and net periodic post-retirement benefit for the defined benefit plans and U.S. post-retirement plan include the following components for the years ended December 31:
| U.S. | Non-U.S. | Other Benefits | Total | ||||||||||||||||||||||||||||||||||||||||||||
| 2017 | 2016 | 2015 | 2017 | 2016 | 2015 | 2017 | 2016 | 2015 | 2017 | 2016 | 2015 | ||||||||||||||||||||||||||||||||||||
| Service cost, net | $ | 565 | $ | 432 | $ | 837 | $ | 16,341 | $ | 16,804 | $ | 18,664 | $ | — | $ | — | $ | — | $ | 16,906 | $ | 17,236 | $ | 19,501 | |||||||||||||||||||||||
| Interest cost on projected benefit obligations | 4,374 | 4,428 | 6,431 | 8,511 | 10,664 | 14,071 | 70 | 76 | 139 | 12,955 | 15,168 | 20,641 | |||||||||||||||||||||||||||||||||||
| Expected return on plan assets | (6,737 | ) | (7,781 | ) | (9,575 | ) | (30,349 | ) | (33,168 | ) | (36,832 | ) | — | — | — | (37,086 | ) | (40,949 | ) | (46,407 | ) | ||||||||||||||||||||||||||
| Recognition of actuarial losses/(gains) and prior service costs | 6,556 | 7,606 | 7,626 | 16,247 | 12,923 | 10,639 | (2,674 | ) | (4,567 | ) | (5,247 | ) | 20,129 | 15,962 | 13,018 | ||||||||||||||||||||||||||||||||
| Settlement charge | — | 7,963 | — | — | — | — | — | — | — | — | 7,963 | — | |||||||||||||||||||||||||||||||||||
| Net periodic pension cost / (benefit) | $ | 4,758 | $ | 12,648 | $ | 5,319 | $ | 10,750 | $ | 7,223 | $ | 6,542 | $ | (2,604 | ) | $ | (4,491 | ) | $ | (5,108 | ) | $ | 12,904 | $ | 15,380 | $ | 6,753 |
The amounts remaining in accumulated other comprehensive income (loss) that are expected to be recognized as a component of net periodic pension cost during 2018 are as follows:
| U.S. Pension Benefits | Non-U.S. Pension Benefits | Other Benefits | Total | ||||||||||||
| Plan amendments and prior service costs | $ | — | $ | (6,966 | ) | $ | (372 | ) | $ | (7,338 | ) | ||||
| Actuarial losses (gains) | 5,804 | 21,620 | (1,250 | ) | 26,174 | ||||||||||
| Total | $ | 5,804 | $ | 14,654 | $ | (1,622 | ) | $ | 18,836 |
The projected post-retirement benefit obligation was principally determined using discount rates of 2.55% in 2017 and 3.41% in 2016. Net periodic post-retirement benefit cost was principally determined using discount rates of 3.41% in 2017, 3.54% in 2016, and 4.00% in 2015. The health care cost trend rate was 7.0% in 2017, 7.5% in 2016, and 8.00% in 2015, decreasing to 5.00% in 2022. A one-percentage-point change in health care cost trend rates would have an immaterial impact on total service and interest cost components and the post-retirement benefit obligation.
F-29
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
The Company’s overall asset investment strategy is to achieve long-term growth while minimizing volatility by widely diversifying among asset types and strategies. Target asset allocations and investment return criteria are established by the pension committee or designated officers of each plan. Target asset allocation ranges for the U.S. pension plan include 35-55% in equity securities, 18-28% in fixed income securities, and 20-40% in other types of investments. International plan assets relate primarily to the Company’s Swiss plan with target allocations of 24-45% in equities, 35-55% in fixed income securities, and 15-25% in other types of investments. Actual results are monitored against targets and the trustees are required to report to the members of each plan, including an analysis of investment performance on an annual basis at a minimum. Day-to-day asset management is typically performed by third-party asset managers, reporting to the pension committees or designated officers.
The long-term rate of return on plan asset assumptions used to determine pension expense under U.S. GAAP is generally based on estimated future returns for the target investment mix determined by the trustees as well as historical investment performance.
The following table presents the fair value measurement of the Company’s plan assets by hierarchy level:
| December 31, 2017 | December 31, 2016 | ||||||||||||||||||||||||||||||
| 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 | $ | 154,751 | $ | — | $ | — | $ | 154,751 | $ | 131,468 | $ | — | $ | — | $ | 131,468 | |||||||||||||||
| Equity Securities: | |||||||||||||||||||||||||||||||
| Mettler-Toledo Stock | 3,154 | — | — | 3,154 | 2,846 | — | — | 2,846 | |||||||||||||||||||||||
| Equity Mutual Funds: | |||||||||||||||||||||||||||||||
| U.S.(1) | 6,011 | 27,984 | — | 33,995 | 5,860 | 24,257 | — | 30,117 | |||||||||||||||||||||||
| International(2) | 80,836 | 61,341 | — | 142,177 | 54,760 | 52,404 | — | 107,164 | |||||||||||||||||||||||
| Emerging Markets(3) | 100,346 | 1,096 | — | 101,442 | 78,999 | 793 | — | 79,792 | |||||||||||||||||||||||
| Fixed Income Securities: | |||||||||||||||||||||||||||||||
| Corporate/Government Bonds(4) | 72,334 | — | — | 72,334 | 69,578 | — | — | 69,578 | |||||||||||||||||||||||
| Fixed Income Mutual Funds: | |||||||||||||||||||||||||||||||
| Insurance Contracts(5) | — | 23,421 | 1,514 | 24,935 | — | 19,955 | 1,300 | 21,255 | |||||||||||||||||||||||
| Core Bond(6) | 136,157 | 57,499 | — | 193,656 | 121,884 | 52,955 | — | 174,839 | |||||||||||||||||||||||
| Real Asset Mutual Funds: | |||||||||||||||||||||||||||||||
| Real Estate(7) | 79,218 | 8,836 | — | 88,054 | 69,284 | — | — | 69,284 | |||||||||||||||||||||||
| Commodities(8) | 37,302 | — | — | 37,302 | 22,964 | — | 5,594 | 28,558 | |||||||||||||||||||||||
| Other Types of Investments: | |||||||||||||||||||||||||||||||
| Global Allocation Funds(9) | 11,781 | 12,545 | — | 24,326 | 11,981 | 11,285 | — | 23,266 | |||||||||||||||||||||||
| Insurance Linked Securities(10) | 12,147 | — | — | 12,147 | — | — | — | — | |||||||||||||||||||||||
| Total assets in fair value hierarchy | $ | 694,037 | $ | 192,722 | $ | 1,514 | $ | 888,273 | $ | 569,624 | $ | 161,649 | $ | 6,894 | $ | 738,167 | |||||||||||||||
| Investments measured at net asset value: | |||||||||||||||||||||||||||||||
| Emerging Markets (3) | 5,950 | 4,407 | |||||||||||||||||||||||||||||
| Multi-Strategy Fund of Hedge Funds (11) | 25,559 | 77,698 | |||||||||||||||||||||||||||||
| Total pension assets at fair value | $ | 919,782 | $ | 820,272 |
F-30
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
| (1) | Represents primarily large capitalization equity mutual funds tracking the S&P 500 Index. |
| (2) | Represents all capitalization core and value equity mutual funds located primarily in Switzerland, the United Kingdom, and Canada. |
| (3) | Represents core and growth mutual funds and funds of mutual funds invested in emerging markets primarily in Eastern Europe, Latin America, and Asia. |
| (4) | Represents investments in high-grade corporate and government bonds located in Switzerland and the European Union. |
| (5) | Represents fixed and variable rate annuity contracts provided by insurance companies. |
| (6) | Represents fixed income mutual funds invested in the U.S., the United Kingdom, Switzerland, and European government bonds, high-grade corporate bonds, mortgage-backed securities, and collateralized mortgage obligations. |
| (7) | Represents mutual funds invested in real estate located primarily in Switzerland. |
| (8) | Represents commodity funds invested across a broad range of sectors. |
| (9) | Represents mutual funds invested globally in both equities and fixed income securities. |
| (10) | Represents a broadly diversified portfolio of assets that carry exposure to insurance risks, particularly insurance linked securities. |
| (11) | 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. |
The fair value of the Company’s stock and corporate and government bonds are valued at the year-end closing price as reported on the securities exchange on which they are traded. Mutual funds are valued at the exchange-listed year end closing price or at the net asset value of shares held by the fund at the end of the year. Insurance contracts are valued by discounting the related cash flows using a current year end market rate or at cash surrender value, which is presumed to equal fair value. Funds of hedge funds are valued at the net asset value of shares held by the fund at the end of the year.
The following table presents a roll-forward of activity for the years ended December 31, 2017 and 2016 for Level 3 asset categories:
| Commodities | Insurance Contract | Total | |||||||||
| Balance at December 31, 2015 | $ | 33,505 | $ | 1,367 | $ | 34,872 | |||||
| Actual return on plan assets: | |||||||||||
| Related to assets held at end of year | — | 25 | 25 | ||||||||
| Related to assets sold during the year | (2,857 | ) | — | (2,857 | ) | ||||||
| Sales | (21,278 | ) | (38 | ) | (21,316 | ) | |||||
| Impact of foreign currency | (3,776 | ) | (54 | ) | (3,830 | ) | |||||
| Balance at December 31, 2016 | $ | 5,594 | $ | 1,300 | $ | 6,894 | |||||
| Actual return on plan assets: | |||||||||||
| Related to assets held at end of year | — | 21 | 21 | ||||||||
| Related to assets sold during the year | — | — | — | ||||||||
| Sales | (5,711 | ) | (98 | ) | (5,809 | ) | |||||
| Purchases | — | 108 | 108 | ||||||||
| Impact of foreign currency | 117 | 183 | 300 | ||||||||
| Balance at December 31, 2017 | $ | — | $ | 1,514 | $ | 1,514 |
There were no transfers between any asset levels during the years ended December 31, 2017 and 2016.
F-31
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
The following benefit payments, which reflect expected future service as appropriate, are expected to be paid:
| U.S. Pension Benefits | Non-U.S. Pension Benefits | Other Benefits Net of Subsidy | Total | ||||||||||||
| 2018 | $ | 7,972 | $ | 45,118 | $ | 411 | $ | 53,501 | |||||||
| 2019 | 8,140 | 43,125 | 400 | 51,665 | |||||||||||
| 2020 | 8,344 | 45,352 | 265 | 53,961 | |||||||||||
| 2021 | 8,453 | 42,561 | 249 | 51,263 | |||||||||||
| 2022 | 8,641 | 43,990 | 227 | 52,858 | |||||||||||
| 2023-2028 | 43,855 | 219,011 | 769 | 263,635 |
In 2018, the Company expects to make employer pension contributions of approximately $25.9 million to its non-U.S. pension plan and employer contributions of approximately $0.4 million to its U.S. post-retirement medical plan.
In February 2016, the Company offered former employees a one-time option to receive a lump sum distribution of their vested pension plan benefits. Based upon the eligible participant acceptance, $14.6 million was paid from plan assets to these former employees in the second quarter of 2016 with a corresponding decrease in the benefit obligation. The Company incurred a one-time non-cash settlement charge recorded in other charges (income), net during the second quarter of 2016 of approximately $8.2 million, of which $8.0 million, $4.9 million after tax, was reclassified from accumulated other comprehensive income.
- TAXES
The sources of the Company’s earnings before taxes were as follows for the years ended December 31:
| 2017 | 2016 | 2015 | |||||||||
| United States | $ | 45,105 | $ | 37,363 | $ | 20,992 | |||||
| Non-United States | 529,117 | 466,830 | 442,432 | ||||||||
| Earnings before taxes | $ | 574,222 | $ | 504,193 | $ | 463,424 |
F-32
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
The provisions for taxes consist of:
| Current | Deferred | Total | |||||||||
| Year ended December 31, 2017: | |||||||||||
| United States federal | $ | 55,660 | $ | 10,173 | $ | 65,833 | |||||
| State and local | 361 | 3,471 | 3,832 | ||||||||
| Non-United States | 144,974 | (16,389 | ) | 128,585 | |||||||
| Total | $ | 200,995 | $ | (2,745 | ) | $ | 198,250 | ||||
| Year ended December 31, 2016: | |||||||||||
| United States federal | $ | 20,116 | $ | (4,817 | ) | $ | 15,299 | ||||
| State and local | 2,947 | 1,149 | 4,096 | ||||||||
| Non-United States | 94,882 | 5,546 | 100,428 | ||||||||
| Total | $ | 117,945 | $ | 1,878 | $ | 119,823 | |||||
| Year ended December 31, 2015: | |||||||||||
| United States federal | $ | 11,071 | $ | 3,029 | $ | 14,100 | |||||
| State and local | 2,164 | 617 | 2,781 | ||||||||
| Non-United States | 90,232 | 3,491 | 93,723 | ||||||||
| Total | $ | 103,467 | $ | 7,137 | $ | 110,604 |
The provisions for tax expense for the years ended December 31, 2017, 2016, and 2015 differed from the amounts computed by applying the United States federal income tax rate of 35% to the earnings before taxes as a result of the following:
| 2017 | 2016 | 2015 | |||||||||
| Expected tax | $ | 200,978 | $ | 176,467 | $ | 162,198 | |||||
| United States state and local income taxes, net of federal income tax benefit | 376 | 3,064 | 2,551 | ||||||||
| Change in valuation allowance (excluding U.S. tax reform) | — | — | (1,098 | ) | |||||||
| Net effect of U.S. tax reform (see below) | 71,982 | — | — | ||||||||
| Non-United States income taxes at other than a 35% rate | (43,691 | ) | (65,917 | ) | (54,798 | ) | |||||
| Excess tax benefits from stock option exercises | (35,171 | ) | — | — | |||||||
| Other, net | 3,776 | 6,209 | 1,751 | ||||||||
| Total provision for taxes | $ | 198,250 | $ | 119,823 | $ | 110,604 |
As discussed further below, the 2017 provision for income taxes includes a provisional one-time charge of $72 million. Our annual effective tax rate in 2017 was 22% excluding this one-time charge. The reduction in the Company's annual effective tax rate from 24% in 2016 and 2015 to 22% (excluding the one-time charge) in 2017 is primarily related to the Company's adoption of ASU 2016-09 pertaining to excess tax benefits associated with stock option exercises.
F-33
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
On December 22, 2017, the Tax Cuts and Jobs Act ("the Act") significantly revised U.S. corporate income tax law. The Act includes, among other things, a reduction in the U.S. federal corporate income tax rate from 35% to 21% effective for taxable years beginning after December 31, 2017, and the implementation of a modified territorial tax system that includes a one-time transition tax on deemed repatriated earnings of foreign subsidiaries ("Transition Tax") that is payable over a period of up to eight years.
The Company has recorded a provisional one-time charge of $72 million relating to the Act during the fourth quarter of 2017. Of this amount, $59 million is expected to be payable over a period of up to 8 years of which $48 million is included as a component of other non-current liabilities, $7 million is included in deferred tax liabilities and $4 million is included in taxes payable. The components of the Company's provisional one-time charge include:
| • | A one-time cash charge of $59 million for un-repatriated foreign earnings due to the estimated Transition Tax of $52 million, and $7 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 are considered permanently reinvested. |
| • | A one-time non-cash charge of $13 million primarily related to changes in the current year 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. |
Shortly after the Act was enacted, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”) which provides guidance on accounting for the Act’s impact. SAB 118 provides a measurement period, which in no case should extend beyond one year from the Act enactment, during which a company acting in good faith may complete the accounting for the impacts of the Act. In accordance with SAB 118, the Company will reflect the income tax effects of the Act in the reporting period in which the accounting is complete.
The Company's accounting for the above items is based upon reasonable estimates of the tax effects of the Act; however, its estimates may change upon the finalization of its implementation and additional interpretive guidance from regulatory authorities. Among other things, the Company needs to complete its analysis of historical foreign earnings and related taxes paid and its analysis of foreign cash equivalents. In addition, the Company needs to complete its analysis of deemed repatriation of deferred foreign income and related state tax effects.
The Company will complete its accounting for the above tax effects of the Act during 2018 as provided in SAB 118 and will reflect any adjustments to its provisional amounts as an adjustment to the provision for taxes in the reporting period in which the amounts are finally determined.
Additionally, certain provisions of the Act are not effective until 2018. The Company is in the process of evaluating the impact of these provisions and has not yet recorded any impact in the financial statements, nor have we made any accounting policy elections with respect to these items.
F-34
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below at December 31:
| 2017 | 2016 | ||||||
| Deferred tax assets: | |||||||
| Inventory | $ | 13,779 | $ | 17,612 | |||
| Accrued and other liabilities | 62,175 | 93,379 | |||||
| Accrued post-retirement benefit and pension costs | 55,545 | 72,004 | |||||
| Net operating loss and tax credit carryforwards | 32,247 | 15,844 | |||||
| Other | 12,099 | 10,326 | |||||
| Total deferred tax assets | 175,845 | 209,165 | |||||
| Less valuation allowance | (12,857 | ) | (10,730 | ) | |||
| Total deferred tax assets less valuation allowance | 162,988 | 198,435 | |||||
| Deferred tax liabilities: | |||||||
| Inventory | 4,730 | 3,741 | |||||
| Property, plant, and equipment | 50,440 | 56,718 | |||||
| Acquired intangibles amortization | 66,755 | 77,295 | |||||
| Prepaid post-retirement benefit and pension costs | 27,747 | 36,741 | |||||
| International earnings | 23,121 | 19,575 | |||||
| Unrealized currency gains | — | 34,720 | |||||
| Total deferred tax liabilities | 172,793 | 228,790 | |||||
| Net deferred tax (liability) asset | $ | (9,805 | ) | $ | (30,355 | ) |
The increase in the valuation allowance during 2017 is primarily attributable to increases in valuation allowances against the Company's state net operating losses. Upon adoption of ASU 2016-09 in the first quarter of 2017, the Company recorded $69 million in additional deferred tax assets related primarily to U.S. tax credit carryforwards which arose directly from tax deductions for share-based compensation arrangements, against which a full valuation allowance was recorded in the first quarter and subsequently released in the fourth quarter, along with $11 million of other pre-existing valuation allowances, in connection with the determination of the Transition Tax related to the Act as described above.
The Company continues to record valuation allowances related to certain of its deferred income tax assets due to the uncertainty of the ultimate realization of future benefits from such assets. The potential decrease or increase of the valuation allowance in the near term is dependent on the future ability of the Company to realize the deferred tax assets that are affected by the future profitability of operations in various worldwide jurisdictions.
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
| 2017 | 2016 | ||||||
| Unrecognized tax benefits at beginning of year | $ | 20,240 | $ | 15,259 | |||
| Increases related to current tax positions | 2,484 | 7,824 | |||||
| Increases (decreases) related to prior year tax positions | 1,434 | (885 | ) | ||||
| Decreases relating to taxing authority settlements | (856 | ) | (794 | ) | |||
| Decreases resulting from a lapse of the applicable statute of limitations | (186 | ) | (896 | ) | |||
| Other, net | 974 | (268 | ) | ||||
| Unrecognized tax benefits at end of year | $ | 24,090 | $ | 20,240 |
F-35
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
Included in the balance of unrecognized tax benefits at December 31, 2017 and 2016 were $24.1 million and $16.6 million, respectively, of tax benefits that if recognized would reduce the Company’s effective tax rate. The Company recognizes accrued amounts of interest and penalties related to its uncertain tax positions as part of its income tax expense within its consolidated statement of operations. The amount of accrued interest and penalties included within other non-current liabilities within the Company’s consolidated balance sheet as of December 31, 2017 and 2016 was $2.8 million and $2.2 million, respectively.
The Company believes that it is reasonably possible that the unrecognized tax benefit balance could change over the next twelve months, primarily related to potential disputes raised by the taxing authorities over income and expense recognition. The Company does not expect a change would have a material impact on its financial position, results of operations, or cash flows.
The Company plans to repatriate earnings from China, Switzerland, Germany, the United Kingdom, and certain other countries in future years and believes that there will be no additional cost associated with the repatriation of such foreign earnings other than withholding taxes for which a deferred tax liability has been recorded. All other undistributed earnings not subject to the Transition Tax, or any additional outside basis difference inherent in these entities, are considered to be permanently reinvested on which no U.S. deferred income taxes or foreign withholding taxes have been provided. It is not practicable to estimate the amount of deferred tax liability related to these undistributed earnings and additional outside basis differences in these entities due to the complexity of the calculation and the uncertainty regarding assumptions necessary to compute the tax.
As of December 31, 2017, the major jurisdictions for which the Company is subject to examinations are Germany for years after 2012, the United States after 2013, France after 2016, Switzerland after 2014, the United Kingdom after 2014, and China after 2013. Additionally, the Company is currently under examination in various taxing jurisdictions in which it conducts business operations. While the Company has not yet received any material assessments from these taxing authorities, the Company believes that adequate amounts of taxes and related interest and penalties have been provided for any adverse adjustments as a result of these examinations and that the ultimate outcome of these examinations will not result in a material impact on the Company’s consolidated results of operations or financial position.
- RESTRUCTURING CHARGES
During the past few years, we initiated cost reduction measures. For the years ended December 31, 2017 and 2016, we have incurred $12.8 million and $6.2 million, respectively, of restructuring expenses which primarily comprise employee related costs. Liabilities related to restructuring activities are included in accrued and other liabilities in the consolidated balance sheet.
F-36
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
A roll-forward of the Company’s accrual for restructuring activities for the years ended December 31, 2017 and 2016 is as follows:
| Total | ||||
| Balance at December 31, 2015 | $ | 12,211 | ||
| Restructuring charges | 6,235 | |||
| Cash payments / utilization | (8,376 | ) | ||
| Impact of foreign currency | (539 | ) | ||
| Balance at December 31, 2016 | $ | 9,531 | ||
| Restructuring charges | 12,772 | |||
| Cash payments / utilization | (12,663 | ) | ||
| Impact of foreign currency | 980 | |||
| Balance at December 31, 2017 | $ | 10,620 |
- OTHER CHARGES (INCOME), NET
Other charges (income), net consisted of net income of $5.9 million in 2017, compared to net charges of $8.5 million and net income of $0.9 million in 2016 and 2015, respectively. 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 the Company's initiative to consolidate certain Swiss operations into a new facility. Other charges in 2016 includes a one-time non-cash pension settlement charge of $8.2 million related to a lump sum offering to former employees of the Company's U.S. pension plan. Other charges (income), net also includes net (gains) losses from foreign currency transactions and hedging activities, interest income, and other items.
- COMMITMENTS AND CONTINGENCIES
Operating Leases
The Company leases certain of its facilities and equipment under operating leases. The future minimum lease payments under non-cancelable operating leases are as follows at December 31, 2017:
| 2018 | $ | 33,939 | |
| 2019 | 25,292 | ||
| 2020 | 17,132 | ||
| 2021 | 11,729 | ||
| 2022 | 9,745 | ||
| Thereafter | 11,289 | ||
| Total | $ | 109,126 |
Rent expense for operating leases amounted to $36.9 million, $34.9 million, and $33.2 million for the years ended December 31, 2017, 2016, and 2015, respectively.
F-37
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
Legal
The Company is party to various legal proceedings, including certain environmental matters, incidental to the normal course of business. Management does not expect that any of such proceedings will have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.
- SEGMENT REPORTING
The Company has five reportable segments: U.S. Operations, Swiss Operations, Western European Operations, Chinese Operations, and Other. U.S. Operations represent certain of the Company’s marketing and producing organizations located in the United States. Western European Operations include the Company’s marketing and producing organizations in Western Europe, excluding operations located in Switzerland. Swiss Operations include marketing and producing organizations located in Switzerland as well as extensive R&D operations that are responsible for the development, production, and marketing of precision instruments, including weighing, analytical, and measurement technologies for use in a variety of laboratory and industrial applications. Chinese Operations represent the Company’s marketing and producing organizations located in China. The Company’s market organizations are geographically focused and are responsible for all aspects of the Company’s sales and service. Operations that exist outside these reportable segments are included in Other.
The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies. The Company evaluates performance based on segment profit for segment reporting (gross profit less research and development and selling, general, and administrative expenses, before amortization, interest expense, restructuring charges, other charges (income), net, and taxes). Inter-segment sales and transfers are priced to reflect consideration of market conditions and the regulations of the countries in which the transferring entities are located.
The following tables show the operations of the Company’s reportable segments:
| 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 | 117,324 | 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 | 72,744 | 3,474 | 310,667 | (4,131 | ) | 15,530 | |||||||||||||||||||||||
| Eliminations and Corporate(b) | — | (1,073,836 | ) | (1,073,836 | ) | (117,496 | ) | 5,554 | (3,946,805 | ) | (44,397 | ) | — | |||||||||||||||||||
| Total | $ | 2,725,053 | $ | — | $ | 2,725,053 | $ | 656,584 | $ | 33,458 | $ | 2,549,805 | $ | (127,426 | ) | $ | 539,838 |
F-38
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
| For the Year Ended December 31, 2016 | 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 | $ | 867,962 | $ | 90,580 | $ | 958,542 | $ | 161,539 | $ | 6,094 | $ | 1,747,338 | $ | (52,255 | ) | $ | 357,785 | |||||||||||||||
| Swiss Operations | 130,674 | 524,983 | 655,657 | 163,663 | 6,199 | 1,212,637 | (7,260 | ) | 21,239 | |||||||||||||||||||||||
| Western European Operations | 640,558 | 176,501 | 817,059 | 123,507 | 4,048 | 1,120,751 | (6,857 | ) | 82,500 | |||||||||||||||||||||||
| Chinese Operations | 386,541 | 219,766 | 606,307 | 187,924 | 6,879 | 702,571 | (16,288 | ) | 636 | |||||||||||||||||||||||
| Other(a) | 482,522 | 7,709 | 490,231 | 64,060 | 3,461 | 277,476 | (4,540 | ) | 14,218 | |||||||||||||||||||||||
| Eliminations and Corporate(b) | — | (1,019,539 | ) | (1,019,539 | ) | (117,696 | ) | 6,062 | (2,893,996 | ) | (36,757 | ) | — | |||||||||||||||||||
| Total | $ | 2,508,257 | $ | — | $ | 2,508,257 | $ | 582,997 | $ | 32,743 | $ | 2,166,777 | $ | (123,957 | ) | $ | 476,378 |
| For the Year Ended December 31, 2015 | 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 | $ | 826,354 | $ | 87,488 | $ | 913,842 | $ | 147,491 | $ | 6,153 | $ | 1,487,422 | $ | (7,113 | ) | $ | 317,856 | |||||||||||||||
| Swiss Operations | 133,684 | 498,642 | 632,326 | 160,763 | 6,488 | 1,134,648 | (6,650 | ) | 21,841 | |||||||||||||||||||||||
| Western European Operations | 620,128 | 165,532 | 785,660 | 107,424 | 4,076 | 1,010,639 | (5,940 | ) | 92,389 | |||||||||||||||||||||||
| Chinese Operations | 376,291 | 214,887 | 591,178 | 165,532 | 7,086 | 506,390 | (14,770 | ) | 692 | |||||||||||||||||||||||
| Other(a) | 438,990 | 8,087 | 447,077 | 50,821 | 2,883 | 260,276 | (4,306 | ) | 13,506 | |||||||||||||||||||||||
| Eliminations and Corporate(b) | — | (974,636 | ) | (974,636 | ) | (99,924 | ) | 6,401 | (2,440,040 | ) | (43,727 | ) | — | |||||||||||||||||||
| Total | $ | 2,395,447 | $ | — | $ | 2,395,447 | $ | 532,107 | $ | 33,087 | $ | 1,959,335 | $ | (82,506 | ) | $ | 446,284 |
| (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. |
A reconciliation of earnings before taxes to segment profit follows:
| 2017 | 2016 | 2015 | |||||||||
| Earnings before taxes | $ | 574,222 | $ | 504,193 | $ | 463,424 | |||||
| Amortization | 42,671 | 36,052 | 30,951 | ||||||||
| Interest expense | 32,785 | 28,026 | 27,451 | ||||||||
| Restructuring charges | 12,772 | 6,235 | 11,148 | ||||||||
| Other charges (income), net | (5,866 | ) | 8,491 | (867 | ) | ||||||
| Segment profit | $ | 656,584 | $ | 582,997 | $ | 532,107 |
During 2017, restructuring charges of $12.8 million were recognized, of which $6.2 million, $1.8 million, $3.0 million, $0.8 million, and $1.0 million relate to the Company’s U.S., Swiss, Western European, Chinese, and Other Operations, respectively. Restructuring charges of $6.2 million were recognized in 2016, of which $2.0 million, $1.5 million, $2.4 million, $0.2 million, and $0.2 million relate to the Company's U.S., Swiss, Western European, Chinese, and Other Operations, respectively.
The Company sells precision instruments, including weighing instruments and certain analytical and measurement technologies, and related services to a variety of customers and industries. None of these end-customers account for more than 1% of net sales. Service revenues are primarily derived from repair and other services including regulatory compliance qualification, calibration, certification, and preventative maintenance.
F-39
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
A breakdown of the Company's sales by product category for the years ended December 31 follows:
| 2017 | 2016 | 2015 | |||||||||
| Laboratory | $ | 1,358,493 | $ | 1,225,000 | $ | 1,154,905 | |||||
| Industrial | 1,158,335 | 1,067,858 | 1,034,310 | ||||||||
| Retail | 208,225 | 215,399 | 206,232 | ||||||||
| Total net sales | $ | 2,725,053 | $ | 2,508,257 | $ | 2,395,447 |
In certain circumstances, our operating segments sell directly into other geographies. A breakdown of net sales to external customers by geographic customer destination and property, plant, and equipment, net for the years ended December 31 follows:
| Net Sales | Property, Plant, and Equipment, Net | ||||||||||||||||||
| 2017 | 2016 | 2015 | 2017 | 2016 | |||||||||||||||
| United States | $ | 888,241 | $ | 815,153 | $ | 768,815 | $ | 220,401 | $ | 168,494 | |||||||||
| Other Americas | 162,672 | 153,607 | 157,962 | 3,406 | 3,833 | ||||||||||||||
| Total Americas | 1,050,913 | 968,760 | 926,777 | 223,807 | 172,327 | ||||||||||||||
| Germany | 192,126 | 182,644 | 176,491 | 49,376 | 28,393 | ||||||||||||||
| France | 130,427 | 118,681 | 110,477 | 6,386 | 5,009 | ||||||||||||||
| United Kingdom | 64,361 | 61,513 | 71,679 | 19,617 | 12,631 | ||||||||||||||
| Switzerland | 63,090 | 62,115 | 64,622 | 259,007 | 246,312 | ||||||||||||||
| Other Europe | 399,923 | 374,008 | 349,178 | 8,050 | 6,511 | ||||||||||||||
| Total Europe | 849,927 | 798,961 | 772,447 | 342,436 | 298,856 | ||||||||||||||
| China | 439,373 | 374,996 | 362,950 | 92,269 | 83,713 | ||||||||||||||
| Rest of World | 384,840 | 365,540 | 333,273 | 9,759 | 8,811 | ||||||||||||||
| Total Asia/Rest of World | 824,213 | 740,536 | 696,223 | 102,028 | 92,524 | ||||||||||||||
| Total | $ | 2,725,053 | $ | 2,508,257 | $ | 2,395,447 | $ | 668,271 | $ | 563,707 |
F-40
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except share data, unless otherwise stated)
- QUARTERLY FINANCIAL DATA (UNAUDITED)
Quarterly financial data for the years ended December 31, 2017 and 2016 are as follows:
| First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||
| 2017 | |||||||||||||||
| Net sales | $ | 594,567 | $ | 653,656 | $ | 698,799 | $ | 778,031 | |||||||
| Gross profit | $ | 342,900 | $ | 374,917 | $ | 400,277 | $ | 455,219 | |||||||
| Net earnings(1) | $ | 92,466 | $ | 101,580 | $ | 104,950 | $ | 76,976 | |||||||
| Basic earnings per common share: | |||||||||||||||
| Net earnings | $ | 3.57 | $ | 3.94 | $ | 4.10 | $ | 3.01 | |||||||
| Weighted average number of common shares | 25,932,112 | 25,751,374 | 25,613,433 | 25,562,542 | |||||||||||
| Diluted earnings per common share: | |||||||||||||||
| Net earnings | $ | 3.48 | $ | 3.84 | $ | 3.99 | $ | 2.93 | |||||||
| Weighted average number of common and common equivalent shares | 26,586,061 | 26,439,529 | 26,303,529 | 26,229,052 | |||||||||||
| Market price per share: | |||||||||||||||
| High | $ | 486.90 | $ | 601.16 | $ | 635.17 | $ | 689.11 | |||||||
| Low | $ | 414.52 | $ | 473.87 | $ | 571.25 | $ | 606.80 | |||||||
| (1) Provision for taxes for 2017 includes a provisional one-time charge of $72 million for the implementation of the Tax Cuts and Jobs Act. Of this amount, $59 million is expected to be paid over a period of up to eight years. The estimated charge may change with the finalization of implementation. | |||||||||||||||
| 2016 | |||||||||||||||
| Net sales | $ | 539,674 | $ | 608,286 | $ | 650,598 | $ | 709,699 | |||||||
| Gross profit | $ | 299,907 | $ | 347,576 | $ | 369,494 | $ | 418,610 | |||||||
| Net earnings | $ | 65,674 | $ | 79,588 | $ | 101,332 | $ | 137,776 | |||||||
| Basic earnings per common share: | |||||||||||||||
| Net earnings | $ | 2.44 | $ | 2.99 | $ | 3.84 | $ | 5.27 | |||||||
| Weighted average number of common shares | 26,931,293 | 26,631,015 | 26,375,468 | 26,139,024 | |||||||||||
| Diluted earnings per common share: | |||||||||||||||
| Net earnings | $ | 2.40 | $ | 2.93 | $ | 3.77 | $ | 5.17 | |||||||
| Weighted average number of common and common equivalent shares | 27,421,019 | 27,143,284 | 26,888,810 | 26,631,269 | |||||||||||
| Market price per share: | |||||||||||||||
| High | $ | 347.09 | $ | 385.50 | $ | 419.83 | $ | 429.91 | |||||||
| Low | $ | 298.14 | $ | 347.76 | $ | 363.19 | $ | 397.73 |
F-41
Schedule II — Valuation and Qualifying Accounts (in thousands)
| 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) | |||||||||||||||||||
| Accounts receivable — allowance for doubtful accounts: | ||||||||||||||||||||
| Year ended December 31, 2017 | $ | 14,234 | $ | 1,403 | $ | 1,005 | $ | 1,093 | $ | 15,549 | ||||||||||
| Year ended December 31, 2016 | $ | 14,435 | $ | 1,087 | $ | (760 | ) | $ | 528 | $ | 14,234 | |||||||||
| Year ended December 31, 2015 | $ | 15,961 | $ | 883 | $ | (2,302 | ) | $ | 107 | $ | 14,435 | |||||||||
| Deferred tax valuation allowance: | ||||||||||||||||||||
| Year ended December 31, 2017 | $ | 10,730 | $ | 9,513 | $ | 72,170 | $ | 79,556 | $ | 12,857 | ||||||||||
| Year ended December 31, 2016 | $ | 25,435 | $ | — | $ | — | $ | 14,705 | $ | 10,730 | ||||||||||
| Year ended December 31, 2015 | $ | 36,263 | $ | — | $ | — | $ | 10,828 | $ | 25,435 |
Note (A)
For accounts receivable, amounts comprise currency translation adjustments.
For deferred tax valuation allowance in 2017, 2016, and 2015, amounts relate primarily to changes in foreign tax credit carryforwards and R&D credit carryforwards.
Note (B)
For accounts receivable, amounts represent excess of uncollectible balances written off over recoveries of accounts previously written off.
For deferred tax valuation allowance, the decrease in 2017, 2016, and 2015 relates primarily to decreases in foreign tax credit and R&D credit carryforwards.
S- 1
Previous: Item 14. Principal Accounting Fees and Services