2012 11-K Enhanced Retirement Savings Plan
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
(Mark One)
| |
x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012, OR |
| |
¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO ________________ |
Commission File Number: 001-13595
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
METTLER-TOLEDO, LLC
ENHANCED RETIREMENT SAVINGS PLAN
1900 POLARIS PARKWAY
COLUMBUS, OHIO 43240-4035
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
METTLER-TOLEDO INTERNATIONAL INC.
IM LANGACHER
P.O. BOX MT-100
CH8606 GREIFENSEE, SWITZERLAND
Mettler-Toledo, LLC Enhanced Retirement Savings Plan
Financial Statements and Supplemental Schedule
December 31, 2012 and 2011
with Report of Independent Registered Public Accounting Firm
METTLER TOLEDO, LLC
ENHANCED RETIREMENT SAVINGS PLAN
INDEX TO ANNUAL REPORT ON FORM 11-K
|
| | |
Table of Contents | | Page |
| | |
| | |
| | |
Annual Financial Statements: | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Supplemental Schedule: | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Exhibit 1a - Consent of Independent Registered Public Accounting Firm | | 16 |
| | |
Report of Independent Registered Public Accounting Firm
To the Participants and Plan Administrator of
Mettler-Toledo, LLC Enhanced Retirement Savings Plan
We have audited the accompanying statements of net assets available for benefits (modified cash basis) of Mettler-Toledo, LLC Enhanced Retirement Savings Plan (the Plan) as of December 31, 2012 and 2011, and the related statements of changes in net assets available for benefits (modified cash basis) for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
As described in Note 2, the accompanying financial statements and supplemental schedule were prepared on a modified cash basis of accounting, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Mettler-Toledo, LLC Enhanced Retirement Savings Plan as of December 31, 2012 and 2011, and the changes in net assets available for benefits for the years then ended, on a basis of accounting described in Note 2.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedule of assets held at end of year (modified cash basis) is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Clark, Schaefer, Hackett & Co.
Columbus, Ohio
June 26, 2013
Mettler-Toledo, LLC Enhanced Retirement Savings Plan
Statements of Net Assets Available for Benefits (Modified Cash Basis)
As of December 31, 2012 and 2011
|
| | | | | | | |
| 2012 | | 2011 |
Assets | | | |
Investments at fair value | $ | 278,543,866 |
| | $ | 221,046,787 |
|
Participant loan receivables | 4,783,220 |
| | 3,424,762 |
|
Liabilities | | | |
Due to broker for securities purchased | (250 | ) | | (250 | ) |
Net assets reflecting investments at fair value | 283,326,836 |
| | 224,471,299 |
|
Adjustment from fair value to contract value for interest in collective trust relating to fully benefit-responsive investment contracts | (2,549,710 | ) | | (2,224,662 | ) |
Net assets available for benefits | $ | 280,777,126 |
| | $ | 222,246,637 |
|
See accompanying notes to the financial statements.
Mettler-Toledo, LLC Enhanced Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits (Modified Cash Basis)
For the Years Ended December 31, 2012 and 2011
|
| | | | | | | |
| 2012 | | 2011 |
Investment Activity | | | |
Dividends and interest | $ | 5,557,588 |
| | $ | 4,961,303 |
|
Net appreciation (depreciation) in fair value of investments | 20,452,391 |
| | (4,830,775 | ) |
| 26,009,979 |
| | 130,528 |
|
Participant Loan Receivable Activity | | | |
Interest | 116,892 |
| | 104,226 |
|
Contributions | | | |
Employer | 7,228,715 |
| | 6,479,689 |
|
Participants' deferrals | 11,011,366 |
| | 8,897,024 |
|
Participants' rollovers | 671,415 |
| | 804,111 |
|
| 18,911,496 |
| | 16,180,824 |
|
| | | |
Asset Transfer In | 28,385,786 |
| | 26,687,176 |
|
| 73,424,153 |
| | 43,102,754 |
|
Deductions | | | |
Benefits paid to participants or beneficiaries | 14,824,563 |
| | 7,947,991 |
|
Administrative expenses | 69,101 |
| | 99,830 |
|
| 14,893,664 |
| | 8,047,821 |
|
| | | |
Net increase in net assets | 58,530,489 |
| | 35,054,933 |
|
Net assets available for benefits, beginning of year | 222,246,637 |
| | 187,191,704 |
|
Net assets available for benefits, end of year | $ | 280,777,126 |
| | $ | 222,246,637 |
|
See accompanying notes to the financial statements.
Mettler-Toledo, LLC Enhanced Retirement Savings Plan
Notes to the Financial Statements
For the Years Ended December 31, 2012 and 2011
1. Description of Plan
The following description of the Mettler-Toledo, LLC Enhanced Retirement Savings Plan (the Plan) provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan's provisions.
General
The Plan is a qualified defined contribution plan covering eligible employees of adopting units (wholly-owned subsidiaries) and a safe harbor 401(k)/401(m) plan under IRC 401(k)(12) and 401(m)(11). It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. Employees become eligible to participate in the Plan on the first day of the calendar month following the date the employee meets the eligibility requirements, as defined.
Mettler-Toledo, LLC (a wholly-owned subsidiary of Mettler-Toledo International, Inc.) is both the Plan Sponsor and Administrator and is responsible for keeping accurate and complete records with regard to the Plan, informing participants of changes or amendments to the Plan, and ensuring that the Plan conforms to applicable laws and regulations. Vanguard Fiduciary Trust Company (VFTC) is the trustee and maintains the Plan assets.
Effective December 31, 2011, the Plan was amended to simultaneously change the name of both the Plan Sponsor and Plan from Mettler-Toledo, Inc. to Mettler-Toledo, LLC and the Mettler-Toledo, Inc. Enhanced Retirement Savings Plan to the Mettler-Toledo, LLC Enhanced Retirement Savings Plan.
Effective December 31, 2012, the Plan was amended to allow an eligible participant to participate in the Plan on the first day of a payroll period following the date the employee meets eligibility requirements and also to allow a participant to contribute up to 60% of pretax compensation, as defined by the Plan.
Contributions
Each year, participants may contribute up to 50% of pretax annual compensation, as defined by the Plan. Participants who reach age 50 may elect to make catch-up contributions. Forfeitures may be used by the Plan Sponsor to reduce future contributions and/or to pay reasonable Plan expenses.
The Plan Sponsor contributes:
Safe Harbor Matching Contributions - 100% of the first 3% of each participant's deferred compensation and 50% of the next 3% of each participant's deferred compensation. All participants who make pre-tax contributions are eligible for the matching contributions. There is no match for the participants' catch-up contributions.
Discretionary Contributions - Employees become eligible on the first day of the month following the one-year anniversary of employment. Participants must be employed on the last day of the Plan year to receive this discretionary contribution, with the exceptions of death, retirement, disability, or authorized leave.
Mettler-Toledo, LLC Enhanced Retirement Savings Plan
Notes to the Financial Statements
For the Years Ended December 31, 2012 and 2011
Special Contributions - the amount was determined by a participant's eligible pay as of December 31, 2001, the number of years of service until the participant's normal retirement, as defined by the Plan, the number of years the participant worked with the Plan Sponsor and the level of the participant's benefits in the Mettler-Toledo Retirement Plan. Employees became eligible if they were at least 45 years old and achieved 15 years of service with the Plan Sponsor as of December 31, 2001.
Participant Accounts
Each participant's account is credited with the participant's contribution and allocations of the Plan Sponsor's contribution and plan earnings, and is charged with an allocation of certain administrative expenses. Allocations are based on participant earnings or account balances, as defined. An annual loan maintenance fee is deducted from the respective accounts of those participants with outstanding loans. The investment funds' net investment earnings and changes in fair value are allocated to each participant's account on a daily basis. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.
Vesting
Effective July 1, 2002, some units became immediately vested in the Plan. All other units continue to vest under the original vesting provisions. Participants are immediately vested in the Plan Sponsor's Safe Harbor Matching Contributions. Vesting in the Plan Sponsor's Discretionary Contributions and Special Contributions plus actual earnings thereon is based on whether the participant is employed at the end of the plan year.
Investment Options
Upon enrollment in the Plan, a participant can direct employee and employer contributions in 5% increments among the various investment options offered through VFTC, or beginning in 2010, into a Vanguard Brokerage Option Account (VBO). The VBO is a self-directed program that allows participants to invest their account balances in mutual funds that are outside the current plan options. A participant may elect to transfer amounts between investment options as of any business day. Certain investment options offered within the VFTC may not be directly transferred to a VBO for a period of 90 days.
Company Stock Fund
The Plan invests in an employer stock fund consisting of Mettler-Toledo International, Inc. Common Stock (Company Stock). The fund may also hold cash or cash equivalents as necessary to satisfy obligations of the fund.
Payment of Benefits
A participant's vested account will be distributed upon retirement, termination, disability or death. Distributions are made in lump-sum or equal annual installments not to exceed the employee's life expectancy. Upon death, the remaining balance shall be distributed in a lump sum within five years.
Mettler-Toledo, LLC Enhanced Retirement Savings Plan
Notes to the Financial Statements
For the Years Ended December 31, 2012 and 2011
Forfeitures, if any, are used to reduce the Plan Sponsor's contributions or pay Plan expenses. Participants may make a withdrawal during employment due to hardship as well as other allowable situations defined in the Plan document. Hardship withdrawals are subject to approval by the Pension Committee and must meet the criteria for hardship under Section 401(k) of the Internal Revenue Code (IRC).
Plan Mergers
Effective December 31, 2012, the Rainin Instrument Retirement Plan was merged into the Plan and participants became 100% vested in their accounts. In connection with the mergers, all the Rainin Instrument Retirement Plan assets in the amount of $28,385,786, representing the account balances for all participants, were transferred into the Plan (see Note 9).
Effective December 31, 2011, the Mettler-Toledo, Inc. Defined Contribution Retirement Savings Plan, the Mettler-Toledo Ingold, Inc. Cash Accumulation Plan, and the Mettler-Toledo Thornton, Inc. Profit Sharing Plan were merged into the Plan and participants became 100% vested in their accounts. In connection with the mergers, all the Mettler-Toledo, Inc. Defined Contribution Retirement Savings Plan, the Mettler-Toledo Ingold, Inc. Cash Accumulation Plan, and the Mettler-Toledo Thornton, Inc. Profit Sharing Plan assets in the amount of $26,687,176, representing the account balances for all participants, were transferred into the Plan (see Note 9).
2. Summary of Significant Accounting Policies
The following are the significant accounting policies followed by the Plan.
Basis of Presentation
The accompanying financial statements of the Plan have been prepared on the modified cash basis of accounting, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America (U.S. GAAP). The difference between the modified cash basis and accounting principles generally accepted in the United States of America is that contributions and interest and dividend income are recognized when received and administrative expenses are recognized when paid.
Investment Valuation and Income Recognition
Investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Plan invests in investment contracts through a common collective trust. The statements of net assets available for benefits present the fair value of the investment in the common collective trust as well as the adjustment of the investment in the common collective trust from fair value to contract value relating to the investment contracts. The statements of changes in net assets available for benefits are prepared on a contract value basis.
Mettler-Toledo, LLC Enhanced Retirement Savings Plan
Notes to the Financial Statements
For the Years Ended December 31, 2012 and 2011
Under the terms of a trust agreement between the Plan Sponsor and VFTC, the trustee invests trust assets at the direction of the plan participants. The trustee has reported to the Plan Sponsor the trust fund investments and the trust transactions at both cost and fair value. Shares of registered investment companies are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. The Plan's interest in the units of the Retirement Savings Trust, a common collective trust, is based on information reported by VFTC using audited financial statements of the collective trust at the end of 2012 and 2011. The Company stock fund is valued at its year-end unit closing price (comprised of year-end market price plus uninvested cash position). Realized and unrealized gains and losses are reflected as net appreciation (depreciation) in fair value of investments in the statements of changes in net assets available for benefits.
Purchases and sales of securities are recorded on a trade-date basis. Interest and dividend income is recognized when received. Capital gain distributions are included in dividend income.
Participant Loan Receivables
Participant loan receivables are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recognized when received. Interest charged to participants for participant loans is reviewed annually by the Plan Administrator and is to be comparable to commercial lending rates on bank loans secured by certificates of deposit in the area at the time the loan is made. Loans may not exceed the lesser of 50% of a participant's vested account balance or $50,000. The repayment period may not exceed five years. Each loan is secured by the remaining balance in the participant's account. A loan is considered delinquent after 60 days of not receiving a payment. The Plan reviews delinquent loans on a quarterly basis. As of December 31, 2012 and 2011, no loans were considered delinquent.
Contributions
Participant and Plan Sponsor contributions are recognized when received by the trustee.
Payment of Benefits
Benefits are recognized when paid.
Forfeitures
The portion of a participant's account which is forfeited due to termination of employment for reasons other than retirement, disability or death is used to reduce the Plan Sponsor's future contributions or pay Plan expenses. Forfeitures were used to pay Plan expenses of $32,252 and $92,386 in 2012 and 2011, respectively. At December 31, 2012 and 2011, forfeited nonvested accounts totaled $6,221 and $39,276, respectively.
Administrative Expenses
Fees for portfolio management of VFTC funds are paid directly from fund earnings. Recordkeeping fees are paid by the Plan Sponsor. Audit fees are either paid by the Plan Sponsor or from the forfeiture account.
Mettler-Toledo, LLC Enhanced Retirement Savings Plan
Notes to the Financial Statements
For the Years Ended December 31, 2012 and 2011
Should the Plan Sponsor elect not to pay all or part of such expenses, the trustee then pays these expenses from the Plan assets. Expenses are recognized when paid.
Use of Estimates
The preparation of the Plan's financial statements in conformity with a modified cash basis of accounting, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America, requires the Plan Administrator to make certain estimates and assumptions that affect the reported amounts of net assets available for benefits and, when applicable, disclosure of contingent assets and liabilities at the date of the financial statements and the amounts of changes in net assets available for benefits during the reporting period. Actual results could differ significantly from those estimates.
Risk and Uncertainties
The Plan provides various investment options in any combination of stocks, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits.
Recent Accounting Pronouncements
In January 2012, the Company adopted ASU 2011-04, to ASC 820, "Fair Value Measurement." ASU 2011-04 changes the wording used to describe the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. The adoption of the recently issued guidance did not impact the Plan's financial statements.
3. Investments
The following investments represent 5% or more of net assets available for benefits at December 31, 2012 and 2011:
|
| | | | | | | | |
| 2012 | | 2011 | |
Investments at fair value | | | | |
Vanguard 500 Index Fund | $ | 26,757,943 |
| | $ | 23,128,938 |
| |
Prime Money Market Fund | 25,871,128 |
| | 9,065,154 |
| ** |
Vanguard PRIMECAP Fund | 16,964,016 |
| | 15,188,619 |
| |
Vanguard Retirement Savings Trust | 50,647,307 |
| | 48,042,248 |
| |
Vanguard Target Retirement 2020 Fund | 19,256,353 |
| | 15,916,374 |
| |
Vanguard Target Retirement 2025 Fund | 20,524,179 |
| | 15,234,135 |
| |
** Amount does not exceed 5% of the Plan's net assets at the specified date. Shown only for comparative purposes. |
Mettler-Toledo, LLC Enhanced Retirement Savings Plan
Notes to the Financial Statements
For the Years Ended December 31, 2012 and 2011
The following represents the realized and unrealized earnings on investments for the years ended December 31, 2012 and 2011:
|
| | | | | | | |
| 2012 | | 2011 |
Net (depreciation) appreciation | | | |
Mutual funds | $ | 19,140,689 |
| | $ | (4,740,331 | ) |
Company stock fund | 1,311,702 |
| | (90,444 | ) |
Total | $ | 20,452,391 |
| | $ | (4,830,775 | ) |
| | | |
| 2012 | | 2011 |
Dividends and interest | | | |
Mutual funds | $ | 4,460,732 |
| | $ | 3,776,906 |
|
Common collective trust | 1,096,856 |
| | 1,184,397 |
|
Total | $ | 5,557,588 |
| | $ | 4,961,303 |
|
4. Fair Value Measurements
Under U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement consists of observable and unobservable inputs that reflect the assumptions that a market participant would use in pricing an asset or liability.
A fair value hierarchy has been established that categorizes these inputs into three levels:
Level 1: Quoted prices in active markets for identical assets and liabilities
Level 2: Observable inputs other than quoted prices in active markets for identical assets
and liabilities
Level 3: Unobservable inputs
As of December 31, 2012 and 2011, the Plan had assets with a fair value of $278,543,866 and $221,046,787, respectively. These assets consist of various mutual funds, a common collective trust and a Company stock fund. The plan invests in shares of open-ended mutual funds that trade in active markets and produce a daily net asset value, equal to the fair value of the shares at year-end. Units of the common collective trust are valued at net asset value at the end of the year. Participant transactions (purchases and sales) may occur daily. Were the Plan to initiate a full redemption of the collective trust, the investment advisor reserves the right to temporarily delay withdrawal from the trust in order to ensure the securities liquidations will be carried out in an orderly business manner, There are no unfunded commitments related to the common collective trust and units of the common collective trust are redeemable at net asset value. The common collective trust primarily invests in a pool of investment contracts that are issued by insurance companies and commercial banks and in contracts that are backed by bond trusts. Company stock is valued at its year-end unit closing price (comprised of year-end market price plus uninvested cash position).
Mettler-Toledo, LLC Enhanced Retirement Savings Plan
Notes to the Financial Statements
For the Years Ended December 31, 2012 and 2011
The following tables present for each of these hierarchy levels, the Plan assets that are measured at fair value on a recurring basis at December 31, 2012 and 2011:
|
| | | | | | | | | | | | | | | |
| December 31, 2012 |
| Total | | Level 1 | | Level 2 | | Level 3 |
Assets: | | | | | | | |
Company stock fund | 5,820,176 |
| | 5,820,176 |
| | — |
| | — |
|
Mutual funds: | | | | | | | |
Money market funds | 26,744,491 |
| | 26,744,491 |
| | — |
| | — |
|
Fixed income funds | 17,640,434 |
| | 17,640,434 |
| | — |
| | — |
|
Lifestyle/Balanced funds | 90,057,496 |
| | 90,057,496 |
| | — |
| | — |
|
Large cap equity funds | 57,008,108 |
| | 57,008,108 |
| | — |
| | — |
|
Mid & small cap equity funds | 13,338,205 |
| | 13,338,205 |
| | — |
| | — |
|
International funds | 15,689,393 |
| | 15,689,393 |
| | — |
| | — |
|
Global allocation funds | 875,265 |
| | 875,265 |
| | — |
| | — |
|
Real estate funds | 501,941 |
| | 501,941 |
| | — |
| | — |
|
Other | 221,050 |
| | 221,050 |
| | — |
| | — |
|
Common collective trust | 50,647,307 |
| | — |
| | 50,647,307 |
| | — |
|
Total | $ | 278,543,866 |
| | $ | 227,896,559 |
| | $ | 50,647,307 |
| | $ | — |
|
|
| | | | | | | | | | | | | | | |
| December 31, 2011 |
| Total | | Level 1 | | Level 2 | | Level 3 |
Assets: | | | | | | | |
Company stock fund | $ | 4,166,280 |
| | $ | 4,166,280 |
| | $ | — |
| | $ | — |
|
Mutual funds: | | | | | | | |
Money market funds | 9,350,159 |
| | 9,350,159 |
| | — |
| | — |
|
Fixed income funds | 13,750,980 |
| | 13,750,980 |
| | — |
| | — |
|
Lifestyle/Balanced funds | 71,280,142 |
| | 71,280,142 |
| | — |
| | — |
|
Large cap equity funds | 49,565,741 |
| | 49,565,741 |
| | — |
| | — |
|
Mid & small cap equity funds | 11,150,841 |
| | 11,150,841 |
| | — |
| | — |
|
International funds | 12,445,349 |
| | 12,445,349 |
| | — |
| | — |
|
Global allocation funds | 801,502 |
| | 801,502 |
| | — |
| | — |
|
Real estate funds | 336,667 |
| | 336,667 |
| | — |
| | — |
|
Other | 156,878 |
| | 156,878 |
| | — |
| | — |
|
Common collective trust | 48,042,248 |
| | — |
| | 48,042,248 |
| | — |
|
Total | $ | 221,046,787 |
| | $ | 173,004,539 |
| | $ | 48,042,248 |
| | $ | — |
|
5. Transactions with Parties-in-Interest
The Plan invests in shares of mutual funds and a common collective trust managed by an affiliate of VFTC. VFTC acts as trustee for only those investments as defined by the Plan. Transactions in such investments qualify as party-in-interest transactions which are exempt from the prohibited transaction rules.
Mettler-Toledo, LLC Enhanced Retirement Savings Plan
Notes to the Financial Statements
For the Years Ended December 31, 2012 and 2011
Participants may select Company stock as an investment option. The amount of Company stock held at December 31, 2012 and 2011 was $5,820,176 and $4,166,280, respectively. The Company stock appreciated $1,311,702 and depreciated $90,444 in 2012 and 2011, respectively.
6. Plan Termination
Although it has not expressed any intent to do so, the Plan Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants will immediately become 100% vested in their accounts.
7. Tax Status
The Plan obtained its latest determination letter on November 9, 2009 in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan Administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code, and therefore believe that the plan is qualified and the related trust is tax-exempt.
U.S. GAAP requires plan management to evaluate tax positions taken by the plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. There are no uncertain tax positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements, as of December 31, 2012. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan is no longer subject to income tax examinations for years prior to 2009.
8. Withdrawing Participants
As of December 31, 2012 and 2011, there were $4,755 and $12,146 vested benefits that were allocated to accounts of terminated participants who had elected to withdraw from the Plan but had not been paid.
9. Asset Transfer In
Assets of $28,385,786 and $26,687,176 were transferred to the Plan on December 31, 2012 and 2011 relating to the plan mergers.
The assets transferred to the Plan in 2012 were as follows:
|
| | | |
| 2012 |
Rainin Instruments Retirement Plan | $ | 28,385,786 |
|
The assets transferred to the Plan in 2011 were as follows:
|
| | | |
| 2011 |
Mettler-Toledo, Inc. Defined Contribution Savings Plan | $ | 17,403,720 |
|
Mettler-Toledo Ingold, Inc. Cash Accumulation Plan | 2,602,367 |
|
Mettler-Toledo Thornton, Inc. Profit-Sharing Plan | 6,681,089 |
|
| $ | 26,687,176 |
|
10. Reconciliation of Financial Statements to Schedule H of Form 5500
The following is a reconciliation of net assets available for benefits per Schedule H of Form 5500 to the financial statements as of December 31, 2012 and 2011:
|
| | | | | | | |
| 2012 | | 2011 |
Net assets available for benefits per Schedule H of Form 5500 | $ | 283,326,836 |
| | $ | 224,471,299 |
|
| | | |
Adjustment from fair value to contract value for interest in collective trust relating to fully benefit-responsive investment contracts | (2,549,710 | ) | | (2,224,662 | ) |
| | | |
Net assets available for benefits per financial statements | $ | 280,777,126 |
| | $ | 222,246,637 |
|
The following is a reconciliation of net investment activity per Schedule H of Form 5500 to the financial statements for the years ended December 31, 2012 and 2011:
|
| | | | | | | |
| 2012 | | 2011 |
Net gain on sale of assets | $ | 61,335 |
| | $ | 24,989 |
|
Unrealized (depreciation) appreciation of assets | 1,263,048 |
| | (144,983 | ) |
Net investment gain from common collective trust | 1,421,903 |
| | 1,793,827 |
|
Net investment (loss) gain on registered investment companies | 23,588,741 |
| | (933,875 | ) |
| | | |
Net investment activity per Schedule H of Form 5500 | 26,335,027 |
| | 739,958 |
|
| | | |
Adjustment from fair value to contract value for interest in collective trust relating to fully benefit-responsive investment contracts for the current year | (2,549,710 | ) | | (2,224,662 | ) |
Adjustment from fair value to contract value for interest in collective trust relating to fully benefit-responsive investment contracts for the prior year | 2,224,662 |
| | 1,615,232 |
|
| | | |
Net investment activity per financial statements | $ | 26,009,979 |
| | $ | 130,528 |
|
Mettler-Toledo, LLC Enhanced Retirement Savings Plan
EIN:34-1538688; PN:031
Schedule of Assets (Held at End of Year) (Modified Cash Basis)
Form 5500, Schedule H, Line 4(i)
December 31, 2012
|
| | | | | | | | | | |
(a) | | (b) | | (c) | | (d) | | (e) |
| | Identity of issuer, borrower, lessor, or similar party | | Description of investment, including maturity date, rate of interest, collateral, par or maturity value | | Cost | | Fair Value |
* | | Vanguard | | 500 Index Fund | | ** | | $ | 26,757,943 |
|
* | | Vanguard | | High-Yield Corporate Fund | | ** | | 4,605,875 |
|
* | | Vanguard | | International Growth Fund | | ** | | 6,561,748 |
|
* | | Vanguard | | International Value Fund | | ** | | 3,026,067 |
|
* | | Vanguard | | Mid-Cap Index Fund | | ** | | 6,667,920 |
|
* | | Vanguard | | PRIMECAP Fund | | ** | | 16,964,016 |
|
* | | Vanguard | | Prime Money Market Fund | | ** | | 25,871,128 |
|
* | | Vanguard | | Small-Cap Index Fund | | ** | | 6,349,644 |
|
* | | Vanguard | | Target Retirement 2010 Fund | | ** | | 4,122,265 |
|
* | | Vanguard | | Target Retirement 2015 Fund | | ** | | 10,849,194 |
|
* | | Vanguard | | Target Retirement 2020 Fund | | ** | | 19,256,353 |
|
* | | Vanguard | | Target Retirement 2025 Fund | | ** | | 20,524,179 |
|
* | | Vanguard | | Target Retirement 2030 Fund | | ** | | 12,458,418 |
|
* | | Vanguard | | Target Retirement 2035 Fund | | ** | | 9,073,117 |
|
* | | Vanguard | | Target Retirement 2040 Fund | | ** | | 5,921,546 |
|
* | | Vanguard | | Target Retirement 2045 Fund | | ** | | 4,114,245 |
|
* | | Vanguard | | Target Retirement 2050 Fund | | ** | | 732,256 |
|
* | | Vanguard | | Target Retirement 2055 Fund | | ** | | 230,744 |
|
* | | Vanguard | | Target Retirement 2060 Fund | | ** | | 30,596 |
|
* | | Vanguard | | Target Retirement Fund | | ** | | 2,744,584 |
|
* | | Vanguard | | Total Bond Market Index Fund | | ** | | 11,252,292 |
|
* | | Vanguard | | Total International Stock Index Fund | | ** | | 4,281,351 |
|
* | | Vanguard | | Windsor II Fund | | ** | | 11,269,372 |
|
* | | Vanguard | | Participant Self-Directed Brokerage Account | | ** | | 8,411,530 |
|
* | | Vanguard | | Retirement Savings Trust | | ** | | 50,647,307 |
|
* | | Mettler-Toledo International, Inc. | | Mettler Toledo Stock Fund - 30,110 shares | | ** | | 5,820,176 |
|
* | | Participant Loan Receivables | | Various ranging from 3.25% to 8.25% | | -0- | | 4,783,220 |
|
| | | | Total | | | | $ | 283,327,086 |
|
* | | Denotes party-in-interest | | | | | | |
** | | Cost omitted for participant directed investments | | | | |
| | | | | | | | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on the Plan's behalf by the undersigned hereunto duly authorized.
|
| | | | | | |
| | | Mettler-Toledo, LLC |
| | | Enhanced Retirement Savings Plan |
| | | | | |
Date: | June 26, 2013 | | By: | /s/ Shawn P. Vadala | |
| | | | | | |
| | | | Shawn P. Vadala | |
| | | | Plan Administrator | |
Mettler-Toledo, LLC Enhanced Retirement Savings Plan
Annual Report On Form 11-K For Fiscal Year Ended
December 31, 2012
|
| | | | |
INDEX TO EXHIBITS |
Exhibit No | | Description | | Page No. |
| | | | |
1a | | CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | 16 |