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, 2001
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission File Number: 333-
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
METTLER TOLEDO
RETIREMENT SAVINGS PLAN
1900 POLARIS PARKWAY
COLUMBUS, OH 43240-2020
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
Retirement Savings Plan
Financial Statements and
Supplemental Schedule
December 31, 2001 and 2000
Mettler Toledo Retirement Savings Plan
Table of Contents
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Pages
Report of Independent Accountants 1
Independent Auditors' Report 2
Financial Statements:
Statements of Net Assets Available for Benefits
(Modified Cash Basis) 3
As of December 31, 2001 and 2000
Statement of Changes in Net Assets Available for Benefits
(Modified Cash Basis) 4
For the Years Ended December 31, 2001 and 2000
Notes to Financial Statements 5
Supplemental Schedule:
Schedule of Assets Held for Investment Purposes
(Modified Cash Basis), December 31, 2001 10
Note: All other schedules required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee
Report of Independent Accountants
To the Participants and Plan Administrator of
Mettler Toledo Retirement Savings Plan
We have audited the accompanying statements of net assets available for
benefits (modified cash basis) of Mettler Toledo Retirement Savings Plan
(the Plan) as of December 31, 2001, and the related statement of changes in
net assets available for benefits (modified cash basis) for the year ended
December 31, 2001. 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 audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. 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
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
As described in Note 2, these 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 and the
accumulated plan benefits of Mettler Toledo Retirement Savings Plan as of
December 31, 2001, and the changes in net assets available for benefits for
the year ended December 31, 2001, on a basis of accounting described in
Note 2.
Our audit was performed for the purpose of forming an opinion on the
financial statements taken as a whole. The supplemental schedule (modified
cash basis) of assets held for investment purposes 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/ PricewaterhouseCoopers LLP
Columbus, Ohio
May 6, 2002
Independent Auditors' Report
Plan Administrator
Mettler Toledo Retirement Savings Plan:
We have audited the accompanying statement of net assets available for benefits
of the Mettler Toledo Retirement Savings Plan (the Plan) as of December 31,
2000, and the related statement of changes in net assets available for benefits
for the year 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 audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
As described in note 2, these financial statements 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 the Plan as of
December 31, 2000, and the changes in net assets available for benefits for the
year then ended 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.
/s/ KPMG LLP
Columbus, Ohio
May 31, 2001
Mettler Toledo Retirement Savings Plan
Statements of Net Assets Available for Benefits (Modified Cash Basis)
December 31, 2001 and 2000
--------------------------------------------------------------------------------
2001 2000
Assets
Investments fair value $89,775,450 $96,109,273
Loans to participants 1,500,318 1,532,390
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Net assets available for benefits $91,275,768 $97,641,663
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The accompanying notes are an integral part of these financial statements.
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Mettler Toledo Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
(Modified Cash Basis)
For the Years Ended December 31, 2001 and 2000
--------------------------------------------------------------------------------
2001 2000
Investment (loss) income
Dividends and interest $ 3,019,113 $ 6,016,914
Net depreciation in fair value investments (8,843,970) (5,826,851)
----------- -----------
Net investment (loss) income (5,824,857) 190,063
----------- -----------
Contributions
Employer 1,941,482 1,940,903
Participant 5,978,811 8,190,615
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Total Contributions 7,920,293 10,131,518
----------- -----------
Total additions 2,095,436 10,321,581
Benefits paid to participants or beneficiaries 8,461,331 6,012,748
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Net (decrease) increase in net assets available for benefits (6,365,895) 4,308,833
Net assets available for benefits, beginning of year 97,641,663 93,332,830
----------- -----------
Net assets available for benefits, end of year $91,275,768 $97,641,663
=========== ===========
The accompanying notes are an integral part of these financial statements.
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Mettler Toledo Retirement Savings Plan
Notes to Financial Statements
December 31, 2001 and 2000
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1. Description of Plan
The following description of the Mettler Toledo 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 substantially
all full-time employees of Mettler-Toledo, Inc. (the Company). It is
subject to the provisions of the Employee Retirement Income Security Act of
1974, as amended (ERISA). Employees become eligible to participate in the
Plan on the first day of the calendar month following the date the employee
meets the eligibility requirements, as defined.
Contributions
Each year, participants may contribute up to 16% of pretax annual
compensation, as defined by the Plan. The Company contributes 50% of each
participant's contribution that does not exceed 6% of compensation.
Forfeitures may be used by the Company to reduce future contributions.
Participant Accounts
Each participant's account is credited with the participant's contribution
and allocations of (a) the Company's contribution and (b) plan earnings,
and is charged with an allocation of certain administrative expenses.
Allocations are based on participant earnings or account balances, as
defined. A yearly 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
Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the Company's matching portion of their
accounts plus actual earnings thereon is based on years of continuous
service. A participant is 100% vested after three years of credited
service, as defined.
Investment Options
Upon enrollment in the Plan, a participant can direct employee and employer
contributions in 5% increments among the various investment options offered
through Vanguard Fiduciary Trust Company (VFTC), the plan trustee. A
participant may transfer amounts between investment options as of any
business day.
Payment of Benefits
A participant's vested account will be distributed upon retirement,
termination, disability or death. Distributions are made in lump-sum or in
equal annual installments not to exceed five years. Forfeitures, if any,
are used to reduce employer contributions. Participants may make a
withdrawal due to hardship. Such 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).
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Mettler Toledo Retirement Savings Plan
Notes to Financial Statements
December 31, 2001 and 2000
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2. Summary of Significant Accounting Policies
The following are the significant accounting policies followed by the Plan.
Basis of Presentation
The accompanying financial statements of the Plan have been prepared on the
modified cash basis of accounting, which is a comprehensive basis of
accounting other than accounting principles generally accepted in the
United States of America. The differences between this modified cash basis
and accounting principles generally accepted in the United States of
America are that contributions and interest and dividend income are
recognized when received, and distributions are recognized when paid.
Investment Valuation and Income Recognition
Under the terms of a trust agreement between the Company and VFTC, the
trustee invests trust assets at the direction of the plan administrator.
The trustee has reported to the Company the trust fund investments and the
trust transactions at both cost and fair value. Fair value is based on
quoted market prices obtained by the trustee. The investment contracts
underlying the Vanguard Investment Contract Trust are carried at contract
value as reported by the trustee. Remaining investments, other than loans
to participants, are stated at fair value, as determined by the trustee.
Loans to participants are stated at unpaid principal, which approximates
fair value. Realized and unrealized gains and losses are reflected as net
appreciation (depreciation) in fair value of investments in the statement
of changes in net assets available for benefits.
Interest charged to participants for participant loans is reviewed
quarterly by the Plan administrator and is to be comparable to commercial
lending rates on bank loans collateralized by certificates of deposit in
the area at the time the loan is made. Loans may not exceed 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.
Purchases and sales of securities are recorded on a trade-date basis.
Interest and dividend income are recognized when received.
Contributions
Participant and employer 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 Company's future contributions. Forfeitures
were used to reduce company contributions by $56,372 and $35,990 in 2001
and 2000, respectively.
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Mettler Toledo Retirement Savings Plan
Notes to financial Statements
December 31, 2001 and 2000
--------------------------------------------------------------------------------
Administrative Expenses
Fees for portfolio management of VFTC funds are paid directly from fund
earnings. Fees charged by VFTC as recordkeeper of the Plan and other fees,
such as audit fees, are charged to and paid directly by the Company. Should
the Company elect not to pay all or part of such expenses, the trustee then
pays these expense from the Plan assets.
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 for various investment options in any combination of
stocks, mutual funds, and other investment securities. Investment
securities are exposed to various risks, such as interest rate, market, and
credit risks. Due to the level of risk associated with certain investment
securities, it is at least reasonably possible that changes in the values
of investment securities will occur in the near term and that such changes
could materially affect participants' account balances and the amounts
reported in the statements of net assets available for plan benefits.
3. Investments
The following investments represent 5% or more of net assets available for
benefits at December 31, 2001 and 2000:
2001 2000
Investments at fair value
Vanguard Index Trust-500 Portfolio $18,302,849 $22,435,789
Vanguard PRIMECAP Fund 8,135,436 10,245,426
Windsor II Fund 6,368,068 6,859,874
Wellington Fund 4,787,690 --
Investments at contract value
Vanguard Investment contract Trust 23,034,659 22,869,029
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Mettler Toledo Retirement Savings Plan
Notes to financial Statements
December 31, 2001 and 2000
--------------------------------------------------------------------------------
4. Transactions with Parties-in-Interest
Certain plan investments are shares of mutual funds managed by VFTC. VFTC
is the trustee as defined by the Plan; therefore, these transactions
qualify as party-in-interest.
5. Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of plan
termination, participants will immediately become 100% vested in their
accounts.
6. Tax Status
The Internal Revenue Service has determined and informed the Company by a
letter dated May 8, 1996, that the Plan and related trust are designed in
accordance with applicable sections of the IRC. The Plan has been amended
since then; however, the plan administrator believes the Plan is designed
and is currently being operated in compliance with applicable provisions of
the IRC.
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Mettler Toledo Retirement Savings Plan
Notes to Financial Statements
December 31, 2001 and 2000
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7. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per
the accompanying financial statements to the Form 5500 as of December 31,
2001 and 2000:
2001 2000
Net assets available for benefits per the
financial statements $91,275,768 $97,641,663
Less amounts allocated to withdrawing
participants (670,666) (780,917)
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Net assets available for benefits per the
Form 5500 $90,605,102 $96,860,746
----------- -----------
The following is a reconciliation of benefits paid to participants per the
accompanying financial statements to the Form 5500 for the year ended
December 31, 2001.
Benefits paid to participants per the
financial statements $ 8,461,331
Add amounts allocated to withdrawing
participants at December 31, 2001 670,666
Less amounts allocated to withdrawing
participants at December 31, 2000 (780,917)
-----------
Benefits paid to participants per the
Form 5500 $ 8,351,080
-----------
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior
to December 31st but are not yet paid as of that date.
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Mettler Toledo Retirement Savings Plan
Schedule of Assets (Held at End of Year)
Form 5500, Schedule H, Line 4(i)
December 31, 2001
--------------------------------------------------------------------------------
Identity of
issuer, borrower,
lessor, or Description of investment, including maturity date, rate of interest, Fair/contract
similar party collateral, par or maturity value value
------------------------------------------------------------------------------------------------ -----------------
* Vanguard Fixed Income Fund - GNMA Portfolio; 36,071 units $ 375,349
* Vanguard Total Bond Market Portfolio; 86,561 units 877,754
* Vanguard Fixed Income Fund - High-Yield Corporate Portfolio; 64,456 units 405,523
* Vanguard Intermediate Term Corporate Portfolio; 19,918 units 174,342
* Vanguard Short-Term Federal Fund; 3,817 units 40,002
* Vanguard Fixed Income Fund - Long-Term Corporate Portfolio; 25,268 units 219,322
* Vanguard Asset Allocation Fund; 71,633 units 1,562,448
* Vanguard Balanced Index Fund; 18,674 units 333,640
* Vanguard Wellington Fund; 175,631 units 4,787,690
* Vanguard Life Strategy Growth Portfolio; 96,763 units 1,687,304
* Vanguard Life Strategy Conservative Growth Portfolio; 18,120 units 254,764
* Vanguard Life Strategy Income Portfolio; 15,138 units 194,974
* Vanguard Life Strategy Moderate Growth Portfolio; 1,246 units 817,508
* Vanguard International Growth Portfolio; 137,622 units 2,065,901
* Vanguard International Equity Index Fund - European Portfolio; 13,656 units 276,577
* Vanguard Emerging Markets Stock Index Fund; 22,113 units 185,269
* Vanguard Pacific Stock Index Fund; 24,060 units 157,830
* Vanguard Total International Stock Index Fund; 6,927 units 64,287
* Vanguard International Value Portfolio; 1,440 units 31,774
* Vanguard Index Trust - 500 Portfolio; 172,842 units 18,302,849
* Vanguard Windsor II Fund; 248,841 units 6,368,068
* Vanguard Selected Value Portfolio; 42,796 units 555,221
* Vanguard Index Trust - Total Stock Market Portfolio; 15,174 units 390,618
* Vanguard Growth and Income Portfolio; 43,189 units 1,219,125
* Vanguard Equity Income Fund; 11,378 units 258,509
* Vanguard Convertible Securities Fund; 3,185 units 38,218
* Vanguard STAR Fund; 10,203 units 167,736
* Vanguard Value Index Fund; 22,091 units 417,560
* Vanguard Wellesley Income Fund; 18,150 units 361,364
* Vanguard Prime Portfolio; 1,412,594 units 1,414,298
* Vanguard Explorer Fund; 32,686 units 1,971,789
* Vanguard Index Trust - Extended Market Portfolio; 5,159 units 119,161
* Vanguard Index Trust - Growth Portfolio; 40,003 units 1,056,983
* Vanguard Index Trust - Small Capitalization Stock; 38,200 units 757,339
* Vanguard U.S. Growth Portfolio; 156,757 units 2,955,413
* Vanguard Morgan Growth Fund; 28,979 units 424,653
* Vanguard PRIMECAP Fund; 157,878 units 8,135,436
* Vanguard Specialized Portfolios - Energy Portfolio Energy Fund; 13,837 units 350,077
* Vanguard Specialized Portfolios - REIT Index Portfolio; 25,982 units 315,165
* Vanguard Specialized Portfolios - Utilities Income Fund; 7,968 units 94,660
* Vanguard Specialized Portfolios - Health Care Portfolio; 27,475 units 3,299,188
* Vanguard Horizon Fund - Aggressive Growth Portfolio; 24,117 units 367,531
* Vanguard Horizon Fund - Capital Opportunity Portfolio; 90,168 units 2,130,236
* Vanguard Horizon Fund - Global Equity Portfolio; 19,749 units 228,697
* Vanguard Mettler Toledo Stock; 41,322 units 528,642
* Vanguard Vanguard Investment Contract Trusts; 23,034,659 units 23,034,659
* Various Loan Fund 1,500,318
-----------
Total $91,275,768
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* Denotes party-in-interest
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SIGNATURES
THE PLAN. 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.
Date: June 28, 2002 METTLER TOLEDO
RETIREMENT SAVINGS PLAN
/s/ Thomas Caccamo
-------------------
Thomas Caccamo
Plan Administrator
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METTLER TOLEDO RETIREMENT SAVINGS PLAN
ANNUAL REPORT ON FORM 11-K FOR FISCAL YEAR ENDED DECEMBER 31, 2001
INDEX TO EXHIBITS -----------------
Exhibit No. Description Page No.
--------------- --------------------------------------------- -------------
1a Consent of Independent Public Accountant Page 13
1b Independent Auditors' Consent Page 14
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