Mettler-Toledo (MTD) 10-K risk factor changes: FY2015 vs FY2014

[removed: Continued] [added: An] economic [removed: uncertainty] [added: downturn] in these countries could hurt our operating results.

For example, our Chinese operations account for [removed: 17%] [added: 16%] of sales to external customers, approximately 30% of our global production, and [removed: 26%] [added: 29%] of [added: total] segment profit during [removed: 2014.][added: 2015.]

| • | nationalization of private enterprises which may result in the confiscation of assets, as we hold significant assets around the world in the form of property, plant, and equipment, inventory, and accounts receivable, as well as [removed: $46.3] [added: $39] million of cash at December 31, [removed: 2014] [added: 2015] in our Chinese subsidiaries; |

Sanctions imposed on business in [removed: these regions] [added: Russia] will likely [added: continue to] affect the [removed: economies] [added: economy] and our business in [removed: these regions.][added: Russia.]

In addition, failure to comply with any of these regulations could result in civil and criminal, monetary and non-monetary penalties, disruptions to our business, limitations on our ability to import and export products and [removed: services] [added: services,] and damage to our reputation.

[removed: Current] [added: In particular,] Chinese market conditions [added: continue to] reflect overcapacity in certain end-user segments and a reduction of credit availability for many local Chinese customers.

Growth in [removed: China and] other emerging markets can [added: also] be expected to be [removed: volatile and the timing of recoveries can be uncertain.][added: volatile.]

In September 2011, the Swiss National Bank established an exchange rate floor of 1.20 Swiss francs per euro which was abandoned in January [removed: 2015 after we entered into the previously mentioned foreign currency forward contracts.][added: 2015.]

[removed: Absent these forward] [added: Excluding the effects of any foreign] currency [removed: forward] [added: hedging] contracts, we estimate a 1% strengthening of the Swiss franc against the euro would reduce our earnings before tax by approximately [removed: $1.1million] [added: $1.2 million] to [removed: $1.3] [added: $1.4] million annually.

We also estimate a 1% strengthening of the Swiss franc against the U.S. dollar would reduce our earnings before tax by approximately [removed: $0.5] [added: $0.4] million to [removed: $0.7] [added: $0.6] million annually in addition to the previously mentioned strengthening of the Swiss franc against the euro impact.

The impact on our earnings before tax of the Chinese [removed: Renminbi] [added: renminbi] weakening 1% against the U.S. dollar is a reduction of approximately [removed: $0.7] [added: $0.3] million to [removed: $0.9] [added: $0.5] million annually.

In addition to the effects of exchange rate movements on operating profits, our debt levels can fluctuate due to changes in exchange rates, particularly between the U.S. [removed: dollar and] [added: dollar,] the Swiss [removed: franc.][added: franc, and euro.]

[removed: Based on] our outstanding debt at December 31, [removed: 2014,] [added: 2015,] we estimate that a 10% weakening of the U.S. dollar against the currencies in which our debt is denominated would result in an increase of approximately [removed: $2.3] [added: $19.2] million in the reported U.S. dollar value of our debt.

Concerns regarding the [removed: European] [added: Eurozone] debt levels and market perception concerning the instability of the euro could affect our operating profits.

We are vulnerable to system [removed: failures,] [added: failures and data loss risks,] including those that may be related to cyber security attacks, which could harm our business.

Our systems are vulnerable to damage or interruption from natural disasters, power loss, telecommunication failures, terrorist or hacker attacks, [added: malicious employees or employee negligence,] computer viruses, and other events.

We have implemented the program in our Swiss, Chinese, and certain [removed: U.S.] [added: U.S., German,] and [removed: German] [added: U. K.] operations and have [removed: more than half] [added: approximately two-thirds] of the program implemented, as measured in users.

[removed: It may take us longer] to implement the program than we have planned, and the project may cost us more than we have estimated, either of which would negatively impact our ability to generate cost savings or other efficiencies.

Although we believe that [removed: we have certain technological] [added: our products] and [removed: other] [added: services have] advantages over our competitors, we may not be able to [added: realize and] maintain these advantages.

[removed: To remain competitive, we must continue to] make significant investments in research and development, sales and marketing, and customer service and support.

Consolidation in [removed: the pharmaceutical and chemical] [added: these] industries hurt our sales in prior years.

We sell some products through third [removed: parties] [added: parties,] including distributors and value-added resellers.

Violations of the FCPA or similar anti-bribery laws by distributors or other third party intermediaries could materially [removed: impact our business.]

A widespread outbreak of an illness or other health [removed: issue] [added: issue, terrorism attack, or other geopolitical crisis] could negatively affect our business, making it more difficult and expensive to meet our obligations to our customers, and could result in reduced demand from our customers.

As a result of such [removed: outbreaks,] [added: events,] businesses can be shut down and individuals can become [removed: ill] [added: ill, quarantined,] or [removed: quarantined.][added: otherwise unable to work.]

[removed: Outbreaks of infectious diseases such as these,] [added: These events,] particularly in North America, Europe, China, or other locations significant to our operations, could adversely affect general commercial activity, which could have a material adverse effect on our financial condition, results of operations, business, or prospects.

If our operations are [removed: curtailed because of health issues,] [added: curtailed,] we may need to seek alternate sources of supply for services and staff and these alternate sources may be more expensive.

Further, if our customers’ businesses are [removed: affected by health issues,] [added: similarly affected,] they might delay or reduce purchases from us, which could adversely affect our results of operations.

Our success depends on our ability to [removed: obtain] [added: obtain, maintain,] and enforce patents on our technology, maintain our trademarks, and protect our trade secrets.

Our patents may not provide complete protection, [added: may expire,] and competitors may develop similar products that are not covered by our patents.

[removed: Although we take measures to protect confidential information, improper] [added: Improper] use or disclosure of our trade secrets may still occur.

If we are unsuccessful in such litigation, we may have to pay damages, stop the infringing activity, and/or [removed: obtain a license.]

[removed: Nevertheless, such individuals] [added: Key employees] could leave the Company.

In addition, we [removed: will incur] [added: have incurred] additional costs to comply with the disclosure requirements, including cost related to determining the source of any of the relevant minerals used in our products.

These requirements also could have the effect of limiting the pool of suppliers from which we source these minerals, and we may [added: not] be unable to obtain conflict-free minerals at prices similar to the past, which could increase our costs and adversely affect our manufacturing operations and our profitability.

These regulations govern a wide variety of activities relating to our products, [removed: from] [added: including] design and development, product safety, labeling, [removed: manufacturing, promotion, sales, and distribution.]

As of December 31, [removed: 2014,] [added: 2015,] our consolidated balance sheet included goodwill of [removed: $444.1] [added: $446.3] million and other intangible assets of [removed: $112.8] [added: $115.3] million.

As of December 31, [removed: 2014,] [added: 2015,] we had total indebtedness of approximately [removed: $366.7] [added: $492.6] million, net of cash of [removed: $85.3] [added: $98.9] million.

The note purchase agreements governing our [removed: senior] notes and the agreements governing our credit facility contain covenants imposing various restrictions on our business.

At December 31, [removed: 2014,] [added: 2015,] we had borrowings of [removed: $110.8] [added: $90.4] million outstanding under our credit facility.

We follow all relevant laws and continue to do business in Russia.

During 2015, China, Russia, and Brazil accounted for 18% of our sales to external customers and declined 11% in local currencies as customer investments have slowed due to a variety of economic factors.

The timing of a market stabilization or recovery in China, Russia, and Brazil remains uncertain.

In 2015, the U.S. dollar strengthened against most of the major currencies throughout the world.

The strength of the U.S. dollar may have a significant negative impact on the Company’s financial performance in the future.

Based on

Customers may use our products to generate or manage confidential information.

Though we take steps to ensure our products are secure, it is possible customers could lose confidential information stored on our products.

If a customer alleges security failures in our products cause or contribute to a loss, we could face harm to our reputation and financial condition and legal liability.

It may take us longer

There has also been an increase in the consolidation of precision instrument companies in recent years.

Any consolidation within our market could result in competitors becoming larger and having greater financial and other resources than our own.

To remain competitive, we must continue to

Recently, there has been an increase in consolidation within these industries.

impact our business.

Also, our global operations are susceptible to global events, including natural disasters, acts or threats of war or terrorism, international conflicts, and threats to political stability.

We may experience a decline in sales and/or profitability if any of these things occur.

obtain a license.

We may be adversely affected by regulations and market expectations related to sourcing and our supply chain, including conflict minerals.

Future laws, regulations, or customers may make additional demands on supply chain transparency.

These demands can include more transparency into the activities of our suppliers with regards to human rights and sustainable sourcing.

We have significant protections in place to ensure we partner with responsible suppliers, but increased demands may cause us to incur increased supply chain costs.

If we can't satisfy customers' demands, we may lose business, and if we can't meet new regulatory requirements we may have to alter our sourcing at increased expense.

manufacturing, promotion, sales, and distribution.

We also operate a global business and are subject to various laws and regulations in the many markets we do business, including those relating to competition, employment and labor practices, international trade, and corruption.

In addition, we could be subject to investigation costs, reputational harm, fines, criminal prosecution, and other damages that could impact our profitability.

Our ability to fund our share repurchase program is also dependent on our ability to repatriate our international cash flows.

Changes in governmental cash repatriation policies, restrictions, or tax laws could impair our ability to continue our share repurchase program.

We do business in Russia and Crimea.

In January 2015, we entered into foreign currency forward contracts that reduce our exposure from the Swiss franc strengthening against the euro through 2016.

The notional amount and average forward rate of our foreign currency forward contracts is Euro 86 million and 1.21 for contracts that mature in 2015, and Euro 67 million and 1.19 for contracts that mature in 2016, respectively.

We generally have employment contracts with each of our key employees.

Our executive officers own shares of our common stock and/or have options to purchase additional shares.

We may be adversely affected by regulations relating to conflict minerals.

In addition, we could be subject to fines or criminal prosecution.

Net sales in U.S. dollars [removed: increased by] [added: decreased] 4% in [removed: 2014] [added: 2015] and [removed: 2%] [added: increased 4%] in [removed: 2013.][added: 2014.]

Excluding the effect of currency exchange rate fluctuations, or in local currencies, net sales increased [removed: 5%] [added: 3%] in [removed: 2014] [added: 2015] and [removed: 1%] [added: 5%] in [removed: 2013.][added: 2014.]

With respect to our end-user markets, we experienced increased results during [removed: 2014] [added: 2015] versus the prior year in our laboratory-related markets, such as pharmaceutical and biotech customers, as well as the laboratories of chemical companies and food and beverage companies.

Demand from these markets was generally strong during [removed: 2014.][added: 2015.]

Emerging market economies have historically been an important source of growth based upon the expansion of their [removed: domestic economies, as well as increased exports as companies have moved production to low-cost countries.]

[removed: Overall,] Chinese market conditions for our [removed: industrial-related] [added: industrial] products were [added: particularly] weak [removed: during 2014 and 2013] [added: in 2015] related to overcapacity in certain end-user segments and a reduction of credit availability for many local Chinese customers.

[removed: Growth in China and other emerging markets] [added: Emerging market sales] can be expected to be [removed: volatile] [added: volatile,] and the timing of [removed: recoveries can be] [added: a market stabilization or recovery in China, Russia, and Brazil remains] uncertain.

Our [removed: industrial- related] [added: industrial-related] products are especially sensitive to changes in economic growth.

Our food retailing markets experienced modest growth during [removed: 2014,] [added: 2015,] primarily driven by strong project activity in [removed: Europe,] [added: the United States,] offset in part by reduced sales in [removed: the Americas due to the timing of project][added: Europe.]

In [removed: 2015,] [added: 2016,] we expect to continue to pursue the overall business growth strategies which we have followed in recent years:

For example, we [removed: are in the process of adding approximately] [added: added more than] 200 field sales and service resources to pursue under-penetrated market [removed: opportunities.][added: opportunities and will look to make similar investments to front-end resources in 2016.]

We also aim to gain market share by implementing sophisticated sales and marketing [removed: programs and] [added: programs,] leveraging our extensive customer [removed: databases.][added: databases, and leveraging our product offering to larger customers through key account management.]

We estimate that we have the largest installed base of weighing instruments in the world, and we continue to invest in sales and marketing activities aimed at increasing the proportion of our installed base that is under service [removed: contract.][added: contract, or selling new products that replace old products in our installed base.]

Emerging markets, comprising Asia (excluding Japan), Eastern Europe, Latin America, the Middle East, and Africa, account for approximately [removed: 36%] [added: 33%] of our total net sales.

We have a two-pronged strategy in emerging markets: first, to capitalize on [added: long-term] growth opportunities in these markets and second, to leverage our low-cost manufacturing operations in China.

We have over a 25-year track record in China, and our sales in Asia have grown more than [removed: 16%] [added: 14%] on a compound annual growth basis in local currencies since 1999.

Overall, market conditions in emerging markets [removed: improved] [added: were mixed] during [removed: 2014 but remain] [added: 2015 and] below our long-term expectations.

We experienced a [removed: 3% increase] [added: 2% decrease] in emerging market local currency sales during [removed: 2014] [added: 2015] versus the prior year, [removed: offset in part by reduced sales volume] [added: due to unfavorable market conditions] in [removed: Russia.][added: China, Russia, and Brazil.]

[removed: We expect our] laboratory, process analytics, and product inspection businesses will particularly benefit from these segments.

We have also initiated various restructuring programs over the past few years in response to [removed: weak] [added: changing] market conditions.

Net sales were [removed: $2,486.0] [added: $2,395.4] million for the year ended December 31, [removed: 2014,] [added: 2015,] compared to [removed: $2,379.0] [added: $2,486.0] million in [removed: 2013] [added: 2014,] and [removed: $2,341.5] [added: $2,379.0] million in [removed: 2012.][added: 2013.]

This represents [removed: increases] [added: a decrease] of 4% in [removed: 2014] [added: 2015] and [removed: 2%] [added: an increase of 4%] in [removed: 2013] [added: 2014] in U.S. dollars and [removed: 5%] [added: an increase of 3%] and [removed: 1%] [added: 5%] in local currencies, respectively.

In [removed: 2014,] [added: 2015,] our net sales by geographic destination increased in U.S. dollars [removed: by 5%] [added: 6%] in [removed: both] the [removed: Americas and Europe] [added: Americas, decreased 12% in Europe,] and [removed: 3%] [added: decreased 5%] in Asia/Rest of World.

In local currencies, our net sales by geographic destination increased in [removed: 2014] [added: 2015] by [removed: 6%] [added: 8%] in the [removed: Americas, 5%] [added: Americas and 2%] in Europe, and [removed: 4%] [added: was flat] in Asia/Rest of World.

As described in Note [removed: 16] [added: 17] to our audited consolidated financial statements, our net sales comprise product sales of precision instruments and related services.

Net sales of products [removed: increased 4%] [added: decreased 3%] in [removed: both] U.S. dollars and [added: increased 3% in] local currencies during [removed: 2014] [added: 2015] and increased [removed: by 1%] [added: 4%] in [added: both] U.S. dollars and [removed: were flat in] local currencies in [removed: 2013.][added: 2014.]

Service revenue (including spare parts) [removed: increased by 7%] [added: decreased 5%] in U.S. dollars and [removed: 8%] [added: increased 4%] in local currencies in [removed: 2014, and 6%] [added: 2015,] and [removed: 5%] [added: increased 7%] in U.S. dollars and [added: 8% in] local [removed: currencies, respectively,] [added: currencies] in [removed: 2013.][added: 2014.]

Net sales of our laboratory-related products, which represented approximately [removed: 47%] [added: 48%] of our total net sales in [removed: 2014, increased by 6%] [added: 2015, decreased 1%] in [removed: both] U.S. dollars and [added: increased 7% in] local currencies during [removed: 2014.][added: 2015.]

The [added: local currency] increase in net sales of our laboratory-related products [removed: is principally] [added: during 2015 was] driven by [removed: increased] [added: strong] volume and favorable price realization in most [removed: categories.][added: product categories, including particularly strong growth in automated chemistry and pipettes.]

Net sales of our industrial-related products, which represented approximately [removed: 44%] [added: 43%] of our total net sales in [removed: 2014, increased 4%] [added: 2015, decreased 7%] in [removed: both] U.S. dollars and [added: were flat in] local currencies during [removed: 2014.][added: 2015.]

Net sales of our food retailing products, which represented approximately 9% of our total net sales in [removed: 2014, increased by 2%] [added: 2015, decreased 5%] in [removed: both] U.S. dollars and [added: increased 2% in] local currencies during [removed: 2014.][added: 2015.]

The increase in net sales in local currencies of our food retailing products during [removed: 2014 is] [added: 2015 was] driven by [removed: increased] [added: strong] project activity in [removed: Europe,] [added: the Americas] offset in part by reduced [added: net] sales in [removed: the Americas due to the timing of project activity.][added: Europe.]

Gross profit as a percentage of net sales was [removed: 54.7%] [added: 56.4%] for [removed: 2014,] [added: 2015,] compared to [removed: 53.9%] [added: 54.7%] for [removed: 2013] [added: 2014] and [removed: 53.0%] [added: 53.9%] for [removed: 2012.][added: 2013.]

Gross profit as a percentage of net sales for products was [removed: 58.1%] [added: 60.1%] for [removed: 2014,] [added: 2015,] compared to [removed: 57.3%] [added: 58.1%] for [removed: 2013] [added: 2014] and [removed: 56.2%] [added: 57.3%] for [removed: 2012.][added: 2013.]

Gross profit as a percentage of net sales for services (including spare parts) was [removed: 42.8%] [added: 43.6%] for [removed: 2014,] [added: 2015,] compared to [removed: 41.7%] [added: 42.8%] for [removed: 2013] [added: 2014,] and [removed: 40.9%] [added: 41.7%] for [removed: 2012.][added: 2013.]

The increase in gross profit as a percentage of net sales for [removed: 2014 primarily] [added: 2015] includes [added: the benefit of hedging gains and currency translation,] favorable price [removed: realization and] [added: realization,] reduced material [removed: costs.][added: costs, and improved labor efficiency, offset in part by investments in our field service organization.]

Research and development expenses as a percentage of net sales were 5.0% for [removed: 2014, 4.9% for 2013,] [added: both 2015] and [removed: 4.8%] [added: 2014 and 4.9%] for [removed: 2012.][added: 2013.]

Research and development expenses in U.S. dollars [removed: increased by 6%] [added: decreased 3%] in [removed: 2014] [added: 2015] and [removed: 3%] [added: increased 6%] in [removed: 2013,] [added: 2014,] and in local currencies increased [removed: 5%] [added: 2%] in [removed: 2014] [added: 2015] and [removed: 2%] [added: increased 5%] in [removed: 2013.][added: 2014, relating to the timing of research and development project activity.]

Selling, general, and administrative expenses as a percentage of net sales [removed: increased to] [added: were] 29.3% for [added: both 2015 and] 2014, compared to 29.1% for [removed: 2013 and 29.2% for 2012.][added: 2013.]

Selling, general, and administrative expenses [removed: increased by 5%] [added: decreased 4%] in [removed: 2014] [added: 2015] in [removed: both] U.S. dollars and [added: increased 3% in] local currencies and increased [removed: by 1%] [added: 5%] in both U.S. dollars and local currencies in [removed: 2013.][added: 2014.]

Net sales growth during 2015 reflected favorable market conditions in our Western markets, particularly the United States, and our ability to pursue under-penetrated markets, offset in part by reduced market demand in China, Russia, and Brazil.

Currency exchange rate fluctuations negatively impacted net sales as most of our non-U.S. dollar trading currencies, especially the euro, have weakened against the U.S. dollar.

While market conditions remain stable in most parts of the world, we continue to see unfavorable market conditions in China, Russia, and Brazil, where customer investments have slowed due to a variety of economic factors.

We remain cautious about our sales outlook as the timing of a market stabilization or recovery in these three countries remains uncertain.

These results were offset in part by significant sales volume declines in Brazil and Russia.

Our industrial markets experienced favorable market conditions in the United States and benefited from our customers' focus on brand protection and food safety within our product inspection end-market, but were adversely impacted in 2015 by a significant decline in our industrial-related sales in China, Russia, and Brazil due to reduced market demand related to a variety of economic conditions.

domestic economies, as well as increased exports as companies have moved production to low-cost countries.

We also experienced significant sales declines in Russia and Brazil due to reduced market demand.

During 2015, China, Russia, and Brazil represented 18% of our global sales to external customers and experienced a decline in sales of 11% in local currencies, while sales in our other emerging markets increased 10% in local currencies.

We expect our

For example, during the third quarter of 2015, we acquired a real-time water purity technology in the United States that has been integrated into our process analytics product offering.

Net sales were impacted by significant sales declines in China, Russia, and Brazil.

The local currency increase in net sales of our laboratory-related products during 2015 was driven by strong volume

and favorable price realization in most product categories, including particularly strong growth in automated chemistry and pipettes.

These results were offset in part by significant sales volume declines in Brazil and Russia.

Local currency net sales included significant sales volume declines of industrial-related products in China, Russia, and Brazil, offset by strong growth in the United States primarily due to increased volume and favorable price realization across most product categories.

| Segment profit | $ | 147,331 | | | $ | 123,080 | | | $ | 126,423 | | | 20% | | (3)% |

The increase in segment profit during 2015 is primarily related to increased sales and benefits from our margin expansion initiatives and cost savings programs, offset in part by increased sales and service investments.

| Segment profit | $ | 163,243 | | | $ | 152,090 | | | $ | 129,158 | | | 7% | | 18% |

growth in our laboratory-related products, offset in part by volume declines in industrial-related products related to soft market conditions.

Segment profit includes the benefit of currency hedging, the impact of favorable inter-segment price realization, reduced material costs, and benefits from our cost savings programs, offset in part by unfavorable foreign currency translation.

| Net sales | $ | 750,632 | | | $ | 833,104 | | | $ | 786,327 | | | (10)% | | 6% |

Segment profit decreased primarily due to unfavorable foreign currency translation and increased sales and service investments, offset in part by increased total net sales in local currencies and benefits from our margin expansion initiatives and cost savings programs.

| Segment profit | $ | 153,314 | | | $ | 160,793 | | | $ | 152,459 | | | (5)% | | 5% |

| | 2015 | | | | 2014 | | | | 2013 | | | | Increase (Decrease) in % (1)2015 vs. 2014 | | Increase (Decrease) in % (1)2014 vs. 2013 |

The increase in local currency total net sales and net sales to external customers includes strong volume growth and increased price realization in several countries, offset in part by significant sales volume declines in Russia and Brazil.

The increase in 2015 includes higher net earnings, voluntary pension payments of $18 million in the prior year, and increased customer deposits, offset in part by increased cash incentive payments of $14 million and higher inventory levels.

We expect to make increased investments in manufacturing facilities of $80 million to $90 million over the next two years.

In September 2015, we consummated acquisitions totaling $16.6 million, including the acquisition of a real-time monitoring water purity technology for an estimated aggregate purchase price of $14.7 million that will be integrated into our process analytics product offering.

We may be required to pay additional cash consideration related to an earn-out period.

Goodwill recorded in connection with the acquisition totaled $9.0 million, which is included in our U.S. Operations segment.

We also recorded $6.8 million of identified intangibles primarily pertaining to technology in connection with the acquisitions, which will be amortized on a straight-line basis over 10 years.

We were in compliance with these covenants at December 31, 2015.

The 4.24% Senior Notes were used to repay $100 million of 6.30% Senior Notes which were due June 25, 2015.

In June 2015, the Company issued in private placement the Euro 125 million fifteen- year Senior Notes with a fixed interest rate of 1.47% ("1.47% Euro Senior Notes").

The Company has designated the 1.47% Euro Senior Notes as a hedge of a portion of its net investment in a euro-functional currency foreign subsidiary to reduce foreign currency translation risk associated with the net investment in these operations.

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 unrealized gain recorded in other comprehensive income (loss) related to this net investment hedge was $3.6 million for the period ended December 31, 2015.

| Euro 125 million Senior Notes, interest 1.47% due June 17, 2030 | — | | | | 136,575 | | | | 136,575 | | |

| Total debt | 419,032 | | | | 172,440 | | | | 591,472 | | |

Net sales growth during 2014 benefited from improved market conditions, especially in the United States.

We remain cautious about our sales growth outlook as global market conditions remain uncertain, especially in certain emerging markets (including China), as well as parts of Europe.

We also experienced increased demand from universities and government-funded research institutions.

Our industrial markets, especially product inspection, were favorably impacted by our customer's focus on brand protection and food safety.

Core-industrial products also experienced improved market conditions in the Americas and Europe, but were adversely impacted in 2014 by a decline in our Chinese industrial-related sales.

activity.

We are pleased with our accomplishments in China and in recent years have expanded our territory coverage into second-tier cities with new branch offices, additional dealers, and more service professionals.

Chinese market conditions for our industrial products also continued to be weak in 2014 related to overcapacity in certain end-user segments and a reduction of credit availability for many local Chinese customers.

Net sales in local currencies for Asia/Rest of World for the year ended December 31, 2014 were reduced by approximately 1%, due to the exit of certain industrial-related businesses in China.

As previously mentioned, global market conditions remain uncertain and accordingly, we are cautious regarding our sales growth outlook.

The increase in net sales of our industrial-related products includes increased volume and favorable price realization in most product categories, particularly in product inspection.

Net sales in 2014 were offset in part by the exit of certain industrial-related businesses in China, which decreased industrial-related sales in local currency by 1%.

Overall Chinese market conditions for our industrial-related products remain weak.

Growth in China can be expected to be volatile and the timing of recovery is uncertain.

The increase in our research and development spending levels reflects the timing of research and development project activity.

| Segment profit | $ | 134,045 | | | $ | 137,837 | | | $ | 138,894 | | | (3)% | | (1)% |

| Segment profit | $ | 170,764 | | | $ | 147,990 | | | $ | 127,011 | | | 15% | | 17% |

_______________________________________

Segment profit includes the impact of increased inter-segment royalty income and net sales, partially offset by unfavorable currency and increased cash incentive compensation.

| Net sales | $ | 837,667 | | | $ | 786,327 | | | $ | 746,313 | | | 7% | | 5% |

Segment profit benefited from increased net sales, offset in part by increased sales and service investments, higher cash incentive expense, and unfavorable currency.

| Segment profit | $ | 132,521 | | | $ | 122,214 | | | $ | 125,217 | | | 8% | | (2)% |

Growth in China can be expected to be volatile and the timing of a recovery is uncertain.

The increase in total net sales and net sales to external customers reflects increased sales volume and favorable price realization in most product categories, particularly product inspection and core-industrial products.

The increase in segment profit includes sales volume growth and favorable price realization, partially offset by unfavorable currency and increased sales and marketing investments.

The increase in 2014 is primarily due to a reduction in working capital, particularly accounts receivable, offset in part by the timing of tax and higher cash incentive payments.

In 2009, we issued and sold $100 million of 6.30% Senior Notes due June 25, 2015 in a private placement.

We may at any time prepay the 6.30% Senior Notes, in whole or in part (but in an amount not less than 10% of the original aggregate principal amount), at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, plus a “make-whole” prepayment premium.

In the event of a change in control of the Company (as defined in the note purchase agreement), we may be required to offer to prepay the 6.30% Senior Notes in whole at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest.

The 3.67% 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 3.67% Senior Notes also contain customary events of default with customary grace periods, as applicable.

Interest on the 4.24% Senior Notes is payable semi-annually in June and December of each year, beginning in December 2015.

| Total debt | 431,238 | | | | 20,716 | | | | 451,954 | | |

| Less: current portion | (100,377 | | ) | | (15,787 | | ) | | (116,164 | | ) |

| Total long-term debt | $ | 330,861 | | | $ | 4,929 | | | $ | 335,790 | |

| Short and long-term debt | $ | 576,954 | | | $ | 116,164 | | | $ | — | | | $ | 110,790 | | | $ | 350,000 | |

| Interest on debt | 143,797 | | | | 18,240 | | | | 31,281 | | | | 29,404 | | | | 64,872 | | |

| Non-cancelable operating leases | 103,536 | | | | 30,745 | | | | 40,360 | | | | 18,836 | | | | 13,595 | | |

| Purchase obligations | 77,013 | | | | 75,579 | | | | 1,434 | | | | — | | | | — | | |

| Total(1) | $ | 921,592 | | | $ | 261,020 | | | $ | 73,075 | | | $ | 159,030 | | | $ | 428,467 | |

Our business is geographically diversified, with net sales in [removed: 2014] [added: 2015] derived [removed: 35%] [added: 32%] from [removed: both Europe and] [added: Europe, 39% from] North and South [removed: America] [added: America,] and [removed: 30%] [added: 29%] from Asia and other countries.

See Note [removed: 16] [added: 17] to the audited consolidated financial statements and Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations under “Results of Operations by [removed: Operating] [added: Reportable] Segment” for detailed results by segment and geographic region.

These descriptions apply to substantially all of our products and related [added: reportable] segments.

The laboratory instruments business accounted for approximately [removed: 47%] [added: 48%] of our net sales in [removed: 2014] [added: 2015, 47% in 2014,] and 46% in [removed: both 2013 and 2012.][added: 2013.]

Based on the same [added: weighing] technology platform, we also manufacture mass comparators, which are used by weights and measures regulators as well as laboratories to ensure the accuracy of reference weights.

In addition, we manufacture and sell moisture analyzers, which precisely determine the moisture content of a sample by utilizing the loss on drying [removed: method.][added: method, and UV/VIS spectrophotometers that optimize spectroscopic workflows.]

LabX, our PC-based laboratory [added: embedded] software platform, manages and analyzes data generated by our balances, titrators, pH meters, moisture analyzers, and other analytical [removed: instruments.][added: instruments like UV/VIS spectrophotometers.]

Close to half of our process analytics sales are to the pharmaceutical and biotech markets, where our customers need fast and secure scale-up and production that meet the validation processes required for GMP (Good Manufacturing Processes) and other regulatory [removed: standards.][added: standards like the USP (US Pharmacopoeia) regulations for ultrapure water quality.]

[removed: Our solutions include sensor technology for measuring pH,] dissolved oxygen, carbon dioxide, conductivity, turbidity, ozone, total organic carbons, [added: bioburden,] sodium, and silica, as well as laser analyzers for gas measurement.

[added: Intelligent sensor diagnostics] capabilities enable improved asset management solutions for our customers to reduce process downtime and maintenance costs.

We manufacture numerous industrial weighing instruments and related terminals and offer dedicated software solutions for the pharmaceutical, chemical, food, [added: discrete manufacturing,] and other industries.

We supply automatic identification and data capture solutions, which integrate in-motion weighing, dimensioning, and identification technologies for transport, [removed: shipping] [added: shipping,] and logistics customers.

The industrial instruments business accounted for approximately [removed: 44%] [added: 43%] of our net sales in [removed: 2014] [added: 2015, 44% in 2014,] and 45% in [removed: both 2013 and 2012.][added: 2013.]

We offer a comprehensive line of industrial scales and [removed: balances,] [added: weighing devices,] such as bench [added: scales, floor] scales and [removed: floor scales,] [added: weigh modules] for weighing loads from a few grams to several thousand kilograms in applications ranging from measuring materials in chemical production to [added: quality completeness control in discrete manufacturing to] weighing [removed: packages.][added: packages at the end of the line.]

Our products are used in a wide range of applications, such as counting [removed: applications and] [added: applications,] formulating and mixing [removed: ingredients.][added: ingredients, and quality control.]

Our terminals allow users to remotely download [removed: programs] [added: formulation recipes] or access setup data and can minimize downtime through predictive rather than reactive maintenance.

We supply automatic [removed: identification] [added: dimensional measurement] and data capture solutions, which integrate in-motion weighing, dimensioning, and identification technologies.

With these solutions, customers can measure the weight and cubic volume of packages for appropriate billing, [removed: logistics,] [added: load management,] and quality control.

Examples include FreeWeigh.Net, statistical quality control software, [removed: Formweigh.Net,] [added: FormWeigh.Net,] our formulation/batching software; and [removed: OverDrive,] [added: DataBridge,] which supports the operation of vehicle scales.

FreeWeigh.Net and [removed: Formweigh.Net] [added: FormWeigh.Net] provide full network capability and enable customers to collect and archive data in compliance with [added: FDA] 21 CFR Part 11.

Supermarkets, hypermarkets, and other food retail businesses make use of multiple weighing and food labeling solutions for handling fresh goods (such as meats, vegetables, fruits, [removed: and] [added: or] cheeses).

In North [removed: America,] [added: America and select other markets,] our offering [added: also] includes automated packaging and labeling solutions for the meat backroom, which are fully integrated with the scales in the store.

The retail business accounted for approximately 9% of our net sales in [added: 2015,] 2014, [removed: 2013,] and [removed: 2012.][added: 2013.]

We have a diversified customer base, with no single customer accounting for more than 1% of [removed: 2014] [added: 2015] net sales.

We have one of the largest and broadest global sales and service organizations among precision instrument [removed: manufacturers.][added: manufacturers we compete against.]

At December 31, [removed: 2014,] [added: 2015,] our sales and service group consisted of approximately [removed: 6,500] [added: 6,800] employees in sales, marketing and customer service (including related [removed: administration)] [added: administration),] and post-sales technical service, located in [removed: 38] [added: 39] countries.

Service (representing service contracts, on demand services, and replacement parts) accounted for approximately 22% of our net sales in [removed: both 2014 and 2013] [added: 2015, 2014,] and [removed: 21% in 2012.][added: 2013.]

Over the last three years, we have invested [removed: $352.2] [added: almost $360] million in research and development [removed: ($123.3] [added: ($119.1] million in [removed: 2014, $116.3] [added: 2015, $123.3] million in [removed: 2013,] [added: 2014,] and [removed: $112.5] [added: $116.3] million in [removed: 2012)] [added: 2013),] which is approximately 5% of net sales for each year.

We have approximately [removed: 1,200] [added: 1,300] employees in research and development and product engineering in countries around the globe.

Our total workforce was [removed: 13,100] [added: 13,500] throughout the world, including employees and [removed: 1,100] [added: 1,000] of temporary personnel, as of December 31, [removed: 2014,] [added: 2015,] and includes approximately 5,100 in Europe, [removed: 3,400] [added: 3,600] in North and South America, and [removed: 4,600] [added: 4,800] in Asia and other countries.

Labor unions do not represent a [removed: meaningful] [added: substantial] number of our employees.

In 2014, we published our latest sustainability report, which measures progress and highlights accomplishments since our last [removed: report in 2011.][added: report.]

We have implemented the Blue Ocean program in our Swiss, Chinese, and certain [removed: U.S.] [added: U.S., German,] and [removed: German] [added: U.K.] operations and have [removed: over half] [added: approximately two-thirds] of the program completed as measured in users.

We hold over [removed: 4,900] [added: 5,000] patents and trademarks (including pending applications), primarily in the United States, Switzerland, Germany, the United Kingdom, Italy, France, Japan, China, South Korea, Brazil, and India.

Given the sometimes significant growth rates of these emerging markets, and in light of their cost advantage over developed markets, emerging market competitors could become more significant [added: global competitors.]

We also provide filter weighing and powder dosing automated systems.

In situ samples allow overnight sampling and testing.

Our solutions include sensor and analyzer technology for measuring pH,

The scale screen display allows for in-store marketing, which is supposed to encourage consumers in the store to make more purchase decisions at the point of sale.

We expect to make increased investments in manufacturing facilities of $80 million to $90 million over the next two years.

The information contained on our website is not included in, or incorporated by reference into, this annual report on Form 10-K.

Intelligent sensor diagnostics

The device displays allow in-store marketing, which permits customers to make more decisions at the point of sale.

global competitors.

10-K 1 [removed: mtd_10kx12312014.htm] [added: mtd_10kx12312015.htm] FORM 10-K

| | | For the fiscal year ended December 31, [removed: 2014] [added: 2015] |

As of January [removed: 31, 2015] [added: 29, 2016] there were [removed: 28,127,235] [added: 26,980,942] shares of the registrant’s Common Stock, $0.01 par value per share, outstanding.

The aggregate market value of the shares of Common Stock held by non-affiliates of the registrant on June 30, [removed: 2014] [added: 2015] (based on the closing price for the Common Stock on the New York Stock Exchange as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, [removed: 2014)] [added: 2015)] was approximately [removed: $7.3] [added: $9.5] billion.

| Certain Sections of the Proxy Statement for [removed: 2014] [added: 2015] | | Part III |

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2014][added: 2015]

| [Item [removed: 1.](#sED048B33810A4BF7CDA0A0FA66F6A1D5)] [added: 1.](#s20E1152DC373CA977CF247765AC5135A)] | [removed: [Business](#sED048B33810A4BF7CDA0A0FA66F6A1D5)] [added: [Business](#s20E1152DC373CA977CF247765AC5135A)] | [removed: [4](#sED048B33810A4BF7CDA0A0FA66F6A1D5)] [added: [4](#s20E1152DC373CA977CF247765AC5135A)] |

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| [Item [removed: 3.](#sE25A7874867A88958856A0FA678FE5D3)] [added: 3.](#s783A13070AACF6C0F53147765B706D7A)] | [Legal [removed: Proceedings](#sE25A7874867A88958856A0FA678FE5D3)] [added: Proceedings](#s783A13070AACF6C0F53147765B706D7A)] | [removed: [23](#sE25A7874867A88958856A0FA678FE5D3)] [added: [24](#s783A13070AACF6C0F53147765B706D7A)] |

| | [Executive Officers of the [removed: Registrant](#sE25A7874867A88958856A0FA678FE5D3)] [added: Registrant](#s783A13070AACF6C0F53147765B706D7A)] | [removed: [23](#sE25A7874867A88958856A0FA678FE5D3)] [added: [24](#s783A13070AACF6C0F53147765B706D7A)] |

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| [Item [removed: 6.](#s43210149DDA45B7227B0A0FA67F851E4)] [added: 6.](#s90A7CB026071F467CF9947765BF85313)] | [Selected Financial [removed: Data](#s43210149DDA45B7227B0A0FA67F851E4)] [added: Data](#s90A7CB026071F467CF9947765BF85313)] | [removed: [27](#s43210149DDA45B7227B0A0FA67F851E4)] [added: [28](#s90A7CB026071F467CF9947765BF85313)] |

| [Item [removed: 7.](#sCCE8FD4DBF7282B5004EA0FA616E01C7)] [added: 7.](#s8057BA765B086C97DF5D477654EE706A)] | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sCCE8FD4DBF7282B5004EA0FA616E01C7)] [added: Operations](#s8057BA765B086C97DF5D477654EE706A)] | [removed: [28](#sCCE8FD4DBF7282B5004EA0FA616E01C7)] [added: [29](#s8057BA765B086C97DF5D477654EE706A)] |

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| [Item [removed: 8.](#sFC8003C2CA7FEB95E0D6A0FA689417B2)] [added: 8.](#sC2293F28C3728AD1986147765CC61261)] | [Financial Statements and Supplementary [removed: Data](#sFC8003C2CA7FEB95E0D6A0FA689417B2)] [added: Data](#sC2293F28C3728AD1986147765CC61261)] | [removed: [45](#sFC8003C2CA7FEB95E0D6A0FA689417B2)] [added: [45](#sC2293F28C3728AD1986147765CC61261)] |

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| [Item [removed: 14.](#s5143CA8589CD6061834BA0FA6A0796EA)] [added: 14.](#s053FF021454FDA21960747765E093B25)] | [Principal Accounting Fees and [removed: Services](#s5143CA8589CD6061834BA0FA6A0796EA)] [added: Services](#s053FF021454FDA21960747765E093B25)] | [removed: [48](#s5143CA8589CD6061834BA0FA6A0796EA)] [added: [49](#s053FF021454FDA21960747765E093B25)] |

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| [PART I](#sC1D3483577AE8A0C183247765AA5C61D) | | |

| [PART II](#sE1BFF2599225E8F85C5947765BC2AC38) | | |

| [PART IV](#s292CBB1526DAC16ABB2847765E0C7F9E) | | |

| [SIGNATURES](#s332D6F083A2596C6D6DE47765E5F08C2) | | [50](#s332D6F083A2596C6D6DE47765E5F08C2) |

| [PART I](#s005E4B6F4633029B088CA0FA66A66383) | | |

| [PART II](#sF78472B39090B71388D4A0FA67BFABAD) | | |

| [PART IV](#sCEA86C2EB09B5EC5E250A0FA6A28245E) | | |

| [SIGNATURES](#s3FACF91D2C04BA692C61A0FA6A7C956E) | | [49](#s3FACF91D2C04BA692C61A0FA6A7C956E) |

The properties listed below serve primarily as manufacturing [removed: facilities,] [added: facilities] or shared service centers and also typically have a certain amount of space for service, sales and marketing, and administrative activities.

| [removed: Cambridge,] [added: Royston,] England | | Owned | | Western European Operations |

| Giessen, [added: (Hesse)] Germany | | Owned | | Western European Operations |

| Salford, England | | Leased | | Western European Operations |

| Giesen, (Lower Saxony) Germany | | Owned | | Western European Operations |

At January [removed: 31, 2015,] [added: 29, 2016,] there were [removed: 61] [added: 58] holders of record of common stock and [removed: 28,127,235] [added: 26,980,942] shares of common stock outstanding.

We estimate we have approximately [removed: 34,757] [added: 39,794] beneficial owners of common stock.

The following graph compares the cumulative total returns (assuming reinvestment of dividends) on $100 invested on December 31, [removed: 2009] [added: 2010] through December 31, [removed: 2014] [added: 2015] in our common stock, the Standard & Poor’s 500 Composite Stock Index (S&P 500 [removed: Index)] [added: Index),] and the SIC Code 3826 Index — Laboratory Analytical Instruments.

[removed: ][added: ]

[removed: We have] [added: The Company has] a [removed: $3 billion] share repurchase [removed: program,] [added: program] of which there was [removed: $478.4 million] [added: $1.5 billion of] remaining [added: common shares authorized] to be repurchased under the program as of December 31, [removed: 2014.][added: 2015.]

We have purchased [removed: 23.1] [added: 24.6] million common shares since the inception of the program [removed: in 2004] through December 31, [removed: 2014,] [added: 2015,] at a total cost of [removed: $2.5] [added: $3.0] billion.

During the years ended December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] we spent [removed: $414.0] [added: $495.0] million and [removed: $295.0] [added: $414.0] million on the repurchase of [removed: 1,617,499] [added: 1,556,797] shares and [removed: 1,321,577] [added: 1,617,499] shares at an average price per share of [removed: $255.93] [added: $317.92] and [removed: $223.18,] [added: $255.93,] respectively.

| 2015 | | | | | | | |

| Fourth Quarter | $ | 345.75 | | | $ | 283.27 | |

| Third Quarter | $ | 346.92 | | | $ | 277.62 | |

| Second Quarter | $ | 343.44 | | | $ | 317.01 | |

| First Quarter | $ | 331.84 | | | $ | 289.09 | |

| | 12/31/10 | 12/31/11 | 12/31/12 | 12/31/13 | 12/31/14 | 12/31/15 |

| Mettler-Toledo | $100 | $98 | $128 | $160 | $200 | $224 |

| S&P 500 Index | $100 | $102 | $118 | $157 | $178 | $181 |

| SIC Code 3826 Index | $100 | $82 | $108 | $164 | $189 | $207 |

| October 1 to October 31, 2015 | | 131,928 | | | $ | 292.13 | | | 131,928 | | | $ | 68,610 | |

| November 1 to November 30, 2015 | | 124,660 | | | 325.43 | | | | 124,660 | | | 1,528,039 | | |

| December 1 to December 31, 2015 | | 132,413 | | | 337.02 | | | | 132,413 | | | 1,483,411 | | |

| Total | | 389,001 | | | $ | 318.08 | | | 389,001 | | | $ | 1,483,411 | |

This includes the Board of Directors authorization of an additional $1.5 billion to the program in November 2015.

| 2013 | | | | | | | |

| Fourth Quarter | $ | 253.27 | | | $ | 233.71 | |

| Third Quarter | $ | 242.56 | | | $ | 205.55 | |

| Second Quarter | $ | 228.00 | | | $ | 197.91 | |

| First Quarter | $ | 221.56 | | | $ | 196.72 | |

| | 12-31-09 | 12-31-10 | 12-31-11 | 12-31-12 | 12-31-13 | 12-31-14 |

| Mettler-Toledo | $100 | $144 | $141 | $184 | $231 | $288 |

| S&P 500 Index | $100 | $115 | $117 | $136 | $180 | $205 |

| SIC Code 3826 Index | $100 | $128 | $105 | $138 | $210 | $241 |

| October 1 to October 31, 2014 | | 149,554 | | | $ | 246.60 | | | 149,554 | | | $ | 559,017 | |

| November 1 to November 30, 2014 | | 129,835 | | | 276.81 | | | | 129,835 | | | 523,075 | | |

| December 1 to December 31, 2014 | | 151,895 | | | 294.25 | | | | 151,895 | | | 478,376 | | |

| Total | | 431,284 | | | $ | 272.48 | | | 431,284 | | | $ | 478,376 | |

| | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | |

| Net sales | $ | [removed: 2,485,983] [added: 2,395,447] | | | $ | [removed: 2,378,972] [added: 2,485,983] | | | $ | [removed: 2,341,528] [added: 2,378,972] | | | $ | [removed: 2,309,328] [added: 2,341,528] | | | $ | [removed: 1,968,178] [added: 2,309,328] | |

| Cost of sales | [removed: 1,127,233] [added: 1,043,454] | | | | [removed: 1,097,041] [added: 1,127,233] | | | | [removed: 1,100,473] [added: 1,097,041] | | | | [removed: 1,091,054] [added: 1,100,473] | | | | [removed: 930,982] [added: 1,091,054] | | |

| Gross profit | [removed: 1,358,750] [added: 1,351,993] | | | | [removed: 1,281,931] [added: 1,358,750] | | | | [removed: 1,241,055] [added: 1,281,931] | | | | [removed: 1,218,274] [added: 1,241,055] | | | | [removed: 1,037,196] [added: 1,218,274] | | |

| Research and development | [removed: 123,297] [added: 119,076] | | | | [removed: 116,346] [added: 123,297] | | | | [removed: 112,530] [added: 116,346] | | | | [removed: 116,139] [added: 112,530] | | | | [removed: 97,028] [added: 116,139] | | |

| Selling, [removed: general] [added: general,] and administrative | [removed: 728,582] [added: 700,810] | | | | [removed: 692,693] [added: 728,582] | | | | [removed: 684,026] [added: 692,693] | | | | [removed: 703,632] [added: 684,026] | | | | [removed: 588,726] [added: 703,632] | | |

| Amortization | [removed: 29,185] [added: 30,951] | | | | [removed: 24,539] [added: 29,185] | | | | [removed: 21,357] [added: 24,539] | | | | [removed: 17,808] [added: 21,357] | | | | [removed: 14,842] [added: 17,808] | | |

| Interest expense | [removed: 24,537] [added: 27,451] | | | | [removed: 22,711] [added: 24,537] | | | | [removed: 22,764] [added: 22,711] | | | | [removed: 23,226] [added: 22,764] | | | | [removed: 20,057] [added: 23,226] | | |

| Restructuring charges(a) | [removed: 5,915] [added: 11,148] | | | | [removed: 19,830] [added: 5,915] | | | | [removed: 16,687] [added: 19,830] | | | | [removed: 5,912] [added: 16,687] | | | | [removed: 4,866] [added: 5,912] | | |

| Other charges (income), net(b) | [removed: 2,230] [added: (867] | | [added: )] | | [removed: 3,103] [added: 2,230] | | | | [removed: 1,090] [added: 3,103] | | | | [removed: 2,380] [added: 1,090] | | | | [removed: 4,164] [added: 2,380] | | |

| Earnings before taxes | [removed: 445,004] [added: 463,424] | | | | [removed: 402,709] [added: 445,004] | | | | [removed: 382,601] [added: 402,709] | | | | [removed: 349,177] [added: 382,601] | | | | [removed: 307,513] [added: 349,177] | | |

| Provision for taxes(c) | [removed: 106,763] [added: 110,604] | | | | [removed: 96,615] [added: 106,763] | | | | [removed: 91,754] [added: 96,615] | | | | [removed: 79,684] [added: 91,754] | | | | [removed: 75,365] [added: 79,684] | | |

| Net earnings | $ | [removed: 338,241] [added: 352,820] | | | $ | [removed: 306,094] [added: 338,241] | | | $ | [removed: 290,847] [added: 306,094] | | | $ | [removed: 269,493] [added: 290,847] | | | $ | [removed: 232,148] [added: 269,493] | |

| Net earnings | $ | [removed: 11.71] [added: 12.75] | | | $ | [removed: 10.22] [added: 11.71] | | | $ | [removed: 9.37] [added: 10.22] | | | $ | [removed: 8.45] [added: 9.37] | | | $ | [removed: 6.98] [added: 8.45] | |

| Weighted average number of common shares | [removed: 28,890,771] [added: 27,680,918] | | | | [removed: 29,945,954] [added: 28,890,771] | | | | [removed: 31,044,532] [added: 29,945,954] | | | | [removed: 31,897,779] [added: 31,044,532] | | | | [removed: 33,280,463] [added: 31,897,779] | | |

| Net earnings | $ | [removed: 11.44] [added: 12.48] | | | $ | [removed: 9.96] [added: 11.44] | | | $ | [removed: 9.14] [added: 9.96] | | | $ | [removed: 8.21] [added: 9.14] | | | $ | [removed: 6.80] [added: 8.21] | |

| Weighted average number of common and common equivalent shares | [removed: 29,571,308] [added: 28,269,615] | | | | [removed: 30,728,482] [added: 29,571,308] | | | | [removed: 31,824,077] [added: 30,728,482] | | | | [removed: 32,839,365] [added: 31,824,077] | | | | [removed: 34,140,097] [added: 32,839,365] | | |

| Cash and cash equivalents | $ | [removed: 85,263] [added: 98,887] | | | $ | [removed: 111,874] [added: 85,263] | | | $ | [removed: 101,702] [added: 111,874] | | | $ | [removed: 235,601] [added: 101,702] | | | $ | [removed: 447,577] [added: 235,601] | |

| Working capital(d) | [removed: 201,441] [added: 183,289] | | | | [removed: 254,992] [added: 201,441] | | | | [removed: 242,141] [added: 254,992] | | | | [removed: 201,718] [added: 242,141] | | | | [removed: 166,034] [added: 201,718] | | |

| Total assets | [removed: 2,009,110] [added: 2,018,485] | | | | [removed: 2,152,819] [added: 2,009,110] | | | | [removed: 2,022,288] [added: 2,152,819] | | | | [removed: 2,114,910] [added: 2,022,288] | | | | [removed: 2,199,544] [added: 2,114,910] | | |

| Long-term debt | [removed: 335,790] [added: 576,984] | | | | [removed: 395,960] [added: 335,790] | | | | [removed: 347,131] [added: 395,960] | | | | [removed: 476,715] [added: 347,131] | | | | [removed: 670,301] [added: 476,715] | | |

| Other non-current liabilities(e) | [removed: 218,108] [added: 194,552] | | | | [removed: 193,170] [added: 218,108] | | | | [removed: 240,886] [added: 193,170] | | | | [removed: 209,945] [added: 240,886] | | | | [removed: 174,469] [added: 209,945] | | |

| Shareholders’ equity(f) | [removed: 719,595] [added: 580,457] | | | | [removed: 935,052] [added: 719,595] | | | | [removed: 827,219] [added: 935,052] | | | | [removed: 781,137] [added: 827,219] | | | | [removed: 771,584] [added: 781,137] | | |

| (a) | Restructuring charges primarily relate to our global cost reduction programs. See Note [removed: 13] [added: 14] to the audited consolidated financial statements. |

| (c) | The provision for taxes for 2011 [removed: and 2010] includes discrete tax items resulting in a net tax benefit of $3.8 [removed: million and $5.2] million, [removed: respectively,] primarily related to the favorable resolution of certain prior year tax matters. |

| (e) | Other non-current liabilities consist of pension and other post-retirement liabilities, plus certain other non-current liabilities. See Note [removed: 11] [added: 12] to the audited consolidated financial [removed: statements.] [added: statements for pension and other post-retirement disclosures.] |

| (f) | No dividends were paid during the five-year period ended December 31, [removed: 2014.] [added: 2015.] |

| (b) | Other charges (income), net consists primarily of interest income, (gains) losses from foreign currency transactions and hedging activity, and other items. |

| (b) | Other charges (income), net consists primarily of interest income, (gains) losses from foreign currency transactions, and other items. Other charges (income), net in 2010 also includes a $4.4 million ($3.8 million after-tax) charge associated with the sale of our retail software business for in-store item and inventory management solutions. This amount was partially offset by a benefit from unrealized contingent consideration from a previous acquisition totaling $1.2 million ($1.2 million after-tax). |

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2014] [added: 2015] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2014.][added: 2015.]

Based on our assessment, we concluded that, as of December 31, [removed: 2014,] [added: 2015,] the Company’s internal control over financial reporting is effective.

PricewaterhouseCoopers LLP, an independent registered public accounting firm that audited the financial statements included in this Report on Form 10-K, has issued [removed: an attestation in] their [added: integrated audit] report [removed: on] [added: which covers] our internal control over financial reporting which appears on page F-2.

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.

| Olivier A. Filliol | | [removed: 48] [added: 49] | | President and Chief Executive Officer |

| William P. Donnelly | | [removed: 53] [added: 54] | | Executive Vice President |

| Thomas Caratsch | | [removed: 56] [added: 57] | | Head of Laboratory |

| Christian Magloth | | [removed: 49] [added: 50] | | Head of Human Resources |

| Michael Heidingsfelder | | [removed: 54] [added: 55] | | Head of Industrial |

| Simon Kirk | | [removed: 55] [added: 56] | | Head of Product Inspection |

| Marc de La Guéronnière | | [removed: 51] [added: 52] | | Head of European and North American Market Organizations |

| Waldemar Rauch | | [removed: 52] [added: 53] | | Head of Process Analytics |

[removed: Previously] [added: Previously,] he worked at Schindler where he served since 2008 as Chief Executive Officer of Jardine Schindler Group, a joint venture responsible for all of Schindler's operations in Southeast Asia.

The certifications relating to this annual report are attached as Exhibits [removed: 31.1] [added: 31.1, 31.2] and [removed: 31.2.][added: 31.3.]

The remaining information called for by this item is incorporated by reference from the discussion in the sections “Proposal One: Election of Directors,” “Board of Directors — General Information,” “Board of Directors — Operation,” and “Additional Information — Section 16(a) Beneficial Ownership Reporting Compliance” in the [removed: 2015] [added: 2016] Proxy Statement.

The information appearing in the sections captioned “Board of Directors — General Information — Director Compensation,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” and “Additional Information — Compensation Committee Interlocks and Insider Participation” in the [removed: 2015] [added: 2016] Proxy Statement is incorporated by reference herein.

The information appearing in the section “Share Ownership” in the [removed: 2015] [added: 2016] Proxy Statement is incorporated by reference herein.

Information appearing in “Securities Authorized for Issuance under Equity Compensation Plans as of December 31, [removed: 2014”] [added: 2015”] is included within Note [removed: 10] [added: 11] to the financial statements.

Director Independence — The information in the section “Board of Directors — General Information — Independence of the Board” in the [removed: 2015] [added: 2016] Proxy Statement is incorporated by reference herein.

Information appearing in the section “Audit Committee Report” in the [removed: 2015] [added: 2016] Proxy Statement is hereby incorporated by reference.

Date: February [removed: 6, 2015][added: 4, 2016]

| 3.2 | Amended By-laws of the Company, effective as of [removed: July 23, 2009(2)] [added: May 7, 2015(2)] |

| 10.1 | Credit Agreement among Mettler-Toledo International Inc., certain of its subsidiaries, JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, and certain other financial institutions, dated as of [removed: November 26, 2013(3)] [added: December 17, 2015(3)] |

| 10.11 | Note Purchase Agreement dated as of [removed: June 25, 2009] [added: October 10, 2012] by and among Mettler-Toledo International [removed: Inc. and Connecticut General] [added: Inc., Massachusetts Mutual] Life Insurance Company, [added: C.M. Life Insurance Company, MassMutual Asia Limited,] The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New [removed: York, Massachusetts Mutual Life Insurance Company, C.M. Life Insurance Company, MassMutual Asia Limited, American Investors Life Insurance Company,] [added: York and] Aviva Life and Annuity [removed: Company, Bankers Life and Casualty Company, Conseco Life Insurance Company, Conseco Health Insurance] Company [removed: and Colonial Penn Life Insurance Company(4)] [added: Royal Neighbors of America.(4)] |

| 10.12 | Note Purchase [removed: Agreement] [added: Supplement] dated [removed: as] [added: July 29, 2013 by and among Mettler-Toledo International Inc., Aviva Life and Annuity Company and Teachers Insurance and Annuity Association] of [added: America to a Note Purchase Agreement dated] October 10, 2012 by and among Mettler-Toledo International Inc., Massachusetts Mutual Life Insurance Company, C.M. Life Insurance Company, MassMutual Asia Limited, The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New York and Aviva Life and Annuity Company Royal Neighbors of [removed: America.(5)] [added: America(5)] |

| [removed: 10.14] [added: 10.13] | Note Purchase Agreement dated as of June 27, 2014 by and among Mettler-Toledo International Inc., Babson Capital Management LLC, Cigna Investments, Inc. and Teachers Insurance and Annuity Association of America. [removed: (7)] [added: (6)] |

| 10.59 | Form of Tax Equalization Agreement between Messrs. Caratsch, Filliol, [removed: Spoerry,] [added: Kirk, Magloth,] and [removed: Kirk] [added: Spoerry,] and Mettler-Toledo International Inc., dated October 10, 2007(9) |

| [removed: (2)] [added: (5)] | Incorporated by reference to the [removed: Company’s] [added: Company's] Report on Form 8-K dated July [removed: 24, 2009] [added: 29, 2013] |

| [removed: (3)] [added: (2)] | Incorporated by reference to the Company’s Report on Form 8-K dated [removed: November 26, 2013] [added: May 11, 2015] |

| [removed: (4)] [added: (3)] | Incorporated by reference to the Company’s Report on Form 8-K dated [removed: June 25, 2009] [added: December 18, 2015] |

| [removed: (5)] [added: (4)] | Incorporated by reference to the Company's Report on Form 8-K dated October 16, 2012 |

| (6) | Incorporated by reference to the Company's Report on Form 8-K dated July [removed: 29, 2013] [added: 2, 2014] |

| (7) | Incorporated by reference to the Company's Report on Form 8-K dated [removed: July 2, 2014] [added: March 31, 2015] |

| [Report of Independent Registered Public Accounting [removed: Firm](#s6AC898272F1170727046A0FA6AE018E3)] [added: Firm](#s31E862868FA59CFD63A147765EDE7229)] | F-2 |

| [Consolidated Statements of Operations for the years ended December 31, [added: 2015,] 2014, [removed: 2013] and [removed: 2012](#sC7091D7A4DB34513DC61A0FA586A7F3A)] [added: 2013](#s137DD009AD41D326B18947764FB79A48)] | F-3 |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2015,] 2014, [removed: 2013] and [removed: 2012](#sB8C86486AA7708D9CBE8A0FA57AF8170)] [added: 2013](#sB72FF42FD81CB725919F47764FC762C8)] | F-4 |

| [Consolidated Balance Sheets as of December 31, [removed: 2014] [added: 2015] and [removed: 2013](#sA6B4FB39BB04AA760EC9A0FA558DC21B)] [added: 2014](#s968013054656C3D5106847764FD604A1)] | F-5 |

| [Consolidated Statements of Shareholders’ Equity for the years ended December 31, [added: 2015,] 2014, [removed: 2013] and [removed: 2012](#s55CF276F46CCA7180240A0FA59156271)] [added: 2013](#s27459617480BAE7BFCE447764FE6CDE2)] | F-6 |

| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2015,] 2014, [removed: 2013] and [removed: 2012](#sC0A4390E577ECBA0C6D0A0FA552FA62A)] [added: 2013](#s7A4A55CE3B7E2724CDF447764FF562D0)] | F-7 |

| [Notes to the Consolidated Financial [removed: Statements](#s96E27C2FAE9F59C6A3D4A0FA6C2BB815)] [added: Statements](#s692A79E874A3AA7441CD4776601FB977)] | F-8 |

In our opinion, the consolidated financial statements listed in the index appearing on page F-1 present fairly, in all material respects, the financial position of Mettler-Toledo International Inc. [added: and its subsidiaries] at December 31, [removed: 2014] [added: 2015] and December 31, [removed: 2013,] [added: 2014,] and the results of [removed: its] [added: their] operations and [removed: its] [added: their] cash flows for each of the three years in the period ended December 31, [removed: 2014] [added: 2015] in conformity with accounting principles generally accepted in the United States of America.

In addition, in our opinion, the financial statement [removed: schedule] [added: schedules] appearing on page S-1 [removed: presents] [added: present] fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

The Company’s management is responsible for these financial statements and financial statement [removed: schedule,] [added: schedules,] 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 these financial statements, on the financial statement [removed: schedule,] [added: schedules,] and on the Company’s internal control over financial reporting based on our integrated audits.

| | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Products | $ | [removed: 1,930,497] [added: 1,865,884] | | | $ | [removed: 1,860,893] [added: 1,930,497] | | | $ | [removed: 1,852,192] [added: 1,860,893] | |

| Service | [removed: 555,486] [added: 529,563] | | | | [removed: 518,079] [added: 555,486] | | | | [removed: 489,336] [added: 518,079] | | |

| Total net sales | [removed: 2,485,983] [added: 2,395,447] | | | | [removed: 2,378,972] [added: 2,485,983] | | | | [removed: 2,341,528] [added: 2,378,972] | | |

| Gross profit | [removed: 1,358,750] [added: 1,351,993] | | | | [removed: 1,281,931] [added: 1,358,750] | | | | [removed: 1,241,055] [added: 1,281,931] | | |

| Research and development | [removed: 123,297] [added: 119,076] | | | | [removed: 116,346] [added: 123,297] | | | | [removed: 112,530] [added: 116,346] | | |

| Selling, general, and administrative | [removed: 728,582] [added: 700,810] | | | | [removed: 692,693] [added: 728,582] | | | | [removed: 684,026] [added: 692,693] | | |

| Amortization | [removed: 29,185] [added: 30,951] | | | | [removed: 24,539] [added: 29,185] | | | | [removed: 21,357] [added: 24,539] | | |

| Interest expense | [removed: 24,537] [added: 27,451] | | | | [removed: 22,711] [added: 24,537] | | | | [removed: 22,764] [added: 22,711] | | |

| Restructuring charges | [removed: 5,915] [added: 11,148] | | | | [removed: 19,830] [added: 5,915] | | | | [removed: 16,687] [added: 19,830] | | |

| Other charges (income), net | [removed: 2,230] [added: (867] | | [added: )] | | [removed: 3,103] [added: 2,230] | | | | [removed: 1,090] [added: 3,103] | | |

| Earnings before taxes | [removed: 445,004] [added: 463,424] | | | | [removed: 402,709] [added: 445,004] | | | | [removed: 382,601] [added: 402,709] | | |

| Provision for taxes | [removed: 106,763] [added: 110,604] | | | | [removed: 96,615] [added: 106,763] | | | | [removed: 91,754] [added: 96,615] | | |

| Net earnings | $ | [removed: 338,241] [added: 352,820] | | | $ | [removed: 306,094] [added: 338,241] | | | $ | [removed: 290,847] [added: 306,094] | |

| Net earnings | $ | [removed: 11.71] [added: 12.75] | | | $ | [removed: 10.22] [added: 11.71] | | | $ | [removed: 9.37] [added: 10.22] | |

| /s/ Connie L. Harvey | | Director |

| Connie L. Harvey | | |

| 10.14 | Note Purchase Agreement dates as of March 31, 2015 by and among Mettler-Toledo International Inc., Metropolitan Life Insurance Company, MetLife Insurance Company USA, OMI MLIC Investments Limited and Massachusetts Mutual Life Insurance Company.(7) |

February 4, 2016

| Products | 744,867 | | | | 810,547 | | | | 795,225 | | |

| Service | 298,587 | | | | 316,686 | | | | 301,816 | | |

| Net earnings | $ | 352,820 | | | $ | 338,241 | | | $ | 306,094 | |

| | 2015 | | | | 2014 | | |

| Goodwill | 446,284 | | | | 444,085 | | |

| 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 | | ) |

| Net earnings | — | | | — | | | | — | | | | — | | | | 352,820 | | | | — | | | | 352,820 | | |

| Balance at December 31, 2015 | 27,090,118 | | | $ | 448 | | | $ | 697,570 | | | $ | (2,543,229 | ) | | $ | 2,692,317 | | | $ | (266,649 | ) | | $ | 580,457 | |

| Net earnings | $ | 352,820 | | | $ | 338,241 | | | $ | 306,094 | |

| Amortization | 30,951 | | | | 29,185 | | | | 24,539 | | |

| Net hedging settlements on intercompany loans | (5,415 | | ) | | 123 | | | | (1,224 | | ) |

| Interest | $ | 27,303 | | | $ | 23,219 | | | $ | 22,121 | |

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.

In November 2015, the FASB issued an ASU 2015-17, to ASC 740 "Income Taxes".

The guidance simplifies the balance sheet classification of deferred taxes.

The new guidance requires that all deferred tax balances be presented as non-current.

This change, which can be early adopted, conforms U.S. GAAP to IFRS.

The adoption of this guidance would have reduced current and increased non-current assets by $67.5 million and reduced current and increased non-current liabilities by $22.4 million on the Company's consolidated balance sheet at December 31, 2015.

In May 2015, the FASB issued ASU 2015-07, to ASC 820 "Fair Value Measurements." ASU 2015-07 removes the requirement to categorize investments using the net asset value per share method within the fair value hierarchy.

This change, which can be early adopted, becomes effective for the Company for the

year beginning January 1, 2016.

We are currently evaluating the impact this guidance will have on the Company's pension assets fair value hierarchy table in Note 12 of the financial statements.

In April 2015, the FASB issued ASU 2015-03, to ASC 835-30 "Interest - Imputation of Interest." ASU 2015-03 will require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability.

The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update.

In August 2015, the FASB issued ASU 2015-15 and update to ASU 2015-03, which addresses the accounting for debt issuance costs related to line-of-credit arrangements as an asset and subsequently amortized over the term of the arrangements.

The guidance becomes effective for financial statements issued for fiscal years beginning January 1, 2016, with early adoption permitted.

We do not believe the adoption of this guidance will have a material impact on our consolidated financial position of the Company.

The guidance becomes effective for the Company for the year beginning January 1, 2018.

3.

ACQUISITIONS AND DIVESTITURES

In 2015, the Company consummated acquisitions totaling $16.6 million, including the

acquisition of a real-time monitoring water purity technology for an estimated aggregate purchase price of

$14.7 million that will be integrated into the Company's process analytics product offering.

The Company

may be required to pay additional cash consideration related to an earn-out period.

| | |

| --- | --- |

| /s/ Martin Madaus | | Director |

| Martin Madaus | | |

| 10.13 | Note Purchase Supplement dated July 29, 2013 by and among Mettler-Toledo International Inc., Aviva Life and Annuity Company and Teachers Insurance and Annuity Association of America to a Note Purchase Agreement dated October 10, 2012 by and among Mettler-Toledo International Inc., Massachusetts Mutual Life Insurance Company, C.M. Life Insurance Company, MassMutual Asia Limited, The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New York and Aviva Life and Annuity Company Royal Neighbors of America(6) |

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February 6, 2015

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Products | 809,537 | | | | 795,225 | | | | 811,204 | | |

| Service | 317,696 | | | | 301,816 | | | | 289,269 | | |

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at December 31, 2011 | 31,590,101 | | | $ | 448 | | | $ | 616,202 | | | $ | (1,225,125 | ) | | $ | 1,476,550 | | | $ | (86,938 | ) | | $ | 781,137 | |

| Exercise of stock options and restricted stock units | 457,732 | | | — | | | | — | | | | 39,873 | | | | (17,946 | | ) | | — | | | | 21,927 | | |

| Repurchases of common stock | (1,637,827 | ) | | — | | | | — | | | | (278,672 | | ) | | — | | | | — | | | | (278,672 | | ) |

| Net earnings | — | | | — | | | | — | | | | — | | | | 290,847 | | | | — | | | | 290,847 | | |

| Other financing activities | 123 | | | | (1,224 | | ) | | (645 | | ) |

| Interest | $ | 23,219 | | | $ | 16,998 | | | $ | 19,252 | |

Transaction gains and losses are included as a component of net earnings.

Revenue is recognized on these

similar tax loss carryforward, or a tax credit carryforward exists.

| | $ | 204,531 | | | $ | 210,414 | |

A derivative loss of

| Interest rate swap agreement | — | | | | — | | | | — | | | | — | | | | 1,269 | | | | — | | | | 1,269 | | | | — | | |

| Foreign currency forward contracts designated as cash flow hedges | 1,284 | | | | — | | | | 1,284 | | | | — | | | | 103 | | | | — | | | | 103 | | | | — | | |

| | 934,772 | | | | 933,150 | | |

| | $ | 511,462 | | | $ | 514,438 | |

| Balance at beginning of year | $ | 455,842 | | | $ | 452,351 | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Tradename (finite life) | 4,140 | | | | (1,786 | | ) | | 2,354 | | | | 4,300 | | | | (1,619 | | ) | | 2,681 | | |

| | $ | 174,573 | | | $ | (61,789 | ) | | $ | 112,784 | | | $ | 171,772 | | | $ | (57,354 | ) | | $ | 114,418 | |

| | 451,954 | | | | 413,027 | | |

In the event of a change in control of the Company (as defined in the note purchase agreement), the Company may be required to offer to prepay the 6.30% Senior Notes in whole at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest.

The 3.67% 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 Company expects that the authorization will be utilized over the next couple years.

The Company reissued 373,431 shares and 398,646 shares held in treasury for the exercise of stock options and restricted stock units during 2014 and 2013, respectively.

| Balance at December 31, 2012 | $ | 56,012 | | | $ | (5,438 | ) | | $ | (148,035 | ) | | $ | (97,461 | ) |

| Foreign currency translation adjustment | 21,903 | | | | (43 | | ) | | (2,010 | | ) | | 19,850 | | |