Mettler-Toledo (MTD) 10-K risk factor changes: FY2017 vs FY2016

For example, our Chinese operations [removed: account] [added: accounted] for [removed: 15%] [added: 17%] of sales to external customers, approximately 30% of our global production, and [removed: 32%] [added: 35%] of total segment profit during [removed: 2016.][added: 2017.]

In addition to the currency risks discussed below, international operations pose other substantial risks and problems for [removed: us.][added: us, including the following:]

| • | 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: $103] [added: $101] million of cash at December 31, [removed: 2016] [added: 2017] in our Chinese subsidiaries; |

Growth in emerging [removed: markets] [added: markets, especially China,] can be volatile.

[removed: Excluding the effects of any foreign currency hedging contracts, we] [added: We] estimate a 1% strengthening of the Swiss franc against the euro would reduce our earnings before tax by approximately [removed: $1.5] [added: $1.6] million to [removed: $1.7] [added: $1.8] million annually.

The impact on our earnings before tax of the Chinese renminbi weakening 1% against the U.S. dollar is a reduction of approximately [removed: $0.4] [added: $1.0] million to [removed: $0.6] [added: $1.2] million annually.

Based on our outstanding debt at December 31, [removed: 2016,] [added: 2017,] we estimate that a 10% weakening of the U.S. dollar against [added: the currencies in which our debt is denominated would result in an increase of approximately $25.9 million in the reported U.S. dollar value of our debt.]

[removed: We do not carry] [added: Our] business interruption [added: and cyber liability] insurance [added: may not be] sufficient to compensate us for losses that may result from interruptions in our services or data loss as a result of system failures.

We have implemented the program in our Swiss, Chinese, U.K., [added: Benelux,] and certain U.S. and German operations.

We estimate that we have approximately [removed: two-thirds] [added: 75%] of the program implemented, as measured in users.

If the implementation is flawed, we could suffer interruptions in operations and customer-facing activities that could harm our reputation and financial [removed: condition,] [added: condition] or cause us to lose data, experience reduced functionality, or have delays in reporting financial information.

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

If we experience any significant disruption in these facilities for any reason, such as strikes or other labor unrest, power interruptions, fire, earthquakes, [added: hurricanes,] or other events beyond our control, we may be unable to satisfy customer demand for our products or services and lose sales.

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

In developing new products, we may be required to make substantial investments before we can determine [removed: their commercial viability.]

[removed: As a result of the current uncertain financial and economic environment, governments] [added: Governments] are facing greater pressure on public finances, which could lead to their more aggressively applying existing tax laws and regulations.

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

A terrorism attack, other geopolitical crisis, or widespread outbreak of an illness or other health [removed: issue,] [added: issue] 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.

Our global operations are susceptible to global events, including acts or threats of war or terrorism, international conflicts, political [removed: instability] [added: instability,] and natural disasters.

Also, in [removed: recent years,] [added: past years] a number of countries have experienced outbreaks of the H1N1 influenza (swine flu) or, in the Asia Pacific region, outbreaks of SARS and/or avian influenza (bird flu), and more recently, Ebola outbreaks in parts of Africa.

These requirements also could have the effect of limiting the pool of suppliers from which we source these minerals, and we may [removed: 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.

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

Changes in political [removed: leadership] [added: policy] in the United States and certain European countries may also impact global trade or create uncertainty impacting our business.

Changes in political [removed: leadership] [added: policy] in the United States and certain European countries may impact global trade or create uncertainty.

As of December 31, [removed: 2016,] [added: 2017,] our consolidated balance sheet included goodwill of [removed: $476.4] [added: $539.8] million and other intangible assets of [removed: $167.1] [added: $226.7] million.

As of December 31, [removed: 2016,] [added: 2017,] we had total indebtedness of approximately [removed: $735.4] [added: $831.2] million, net of cash of [removed: $158.7] [added: $148.7] million.

At December 31, [removed: 2016,] [added: 2017,] we had borrowings of [removed: $395.2] [added: $461.9] million outstanding under our credit facility.

[removed: You should not] rely on forward-looking statements to predict our actual results.

Please consider the risks and factors that could cause our results to differ materially from what is described in our forward-looking [added: statements.]

| • | the effectiveness of our programs to improve our service business, including growth, [removed: globalization] [added: globalization,] and productivity initiatives; |

Our ability to make payments on our debt and to fund our share repurchase program, planned capital [removed: expenditures] [added: expenditures,] and research and development efforts depends on our ability to generate and repatriate cash [removed: in the future.]

While we experienced strong growth in China in 2017, we have also experienced sales declines in recent years and we may see volatility in the future.

their commercial viability.

Recently, the United States government formally withdrew from the Trans-Pacific Partnership Agreement, initiated renegotiations of the North American Free Trade Agreement, and threatened tougher trade terms with China and other countries.

These actions may restrict our access to lower cost countries, cause foreign governments to consider tougher trade terms for U.S. companies, or otherwise create uncertainty in global markets.

You should not

in the future.

Including the following:

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

China, our largest emerging market country, had improved market conditions in 2016 but market uncertainties remain due to overcapacity in certain industries and ongoing volatility in credit availability.

In January 2015, the Swiss National Bank abandoned its exchange rate floor of 1.20 Swiss francs per euro.

The Swiss National Bank's abandonment of the euro exchange rate floor resulted in an immediate strengthening of the Swiss franc against the euro and U.S. dollar.

We also estimate a 1% strengthening of the Swiss franc against the U.S. dollar would reduce our earnings before tax by approximately $0.2 million annually in addition to the previously mentioned strengthening of the Swiss franc against the euro impact.

In 2016, 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.

the currencies in which our debt is denominated would result in an increase of approximately $23.0 million in the reported U.S. dollar value of our debt.

have estimated, either of which would negatively impact our ability to generate cost savings or other efficiencies.

support.

impact our business.

statements.

Net sales in U.S. dollars increased [removed: 5%] [added: 9%] in [removed: 2016] [added: 2017] and [removed: decreased 4%] [added: 5%] in [removed: 2015.][added: 2016.]

Excluding the effect of currency exchange rate fluctuations, or in local currencies, net sales increased [removed: 7%] [added: 8%] in [removed: 2016] [added: 2017] and increased [removed: 3%] [added: 7%] in [removed: 2015.][added: 2016.]

Net sales growth in local currencies during [removed: 2016] [added: 2017] reflected broad-based growth across most geographies and product categories [removed: with generally] [added: as a result of] favorable global market [removed: conditions.][added: conditions and strong execution of our growth initiatives.]

With respect to our end-user markets, we experienced increased results during [removed: 2016] [added: 2017] 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 favorable during [removed: 2016.][added: 2017.]

The local currency increase in net sales of our laboratory-related products during [removed: 2016] [added: 2017] was driven by strong growth in most product [removed: categories, especially pipettes and automated chemistry.][added: categories.]

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

In [removed: 2017,] [added: 2018,] we expect to continue to pursue the overall business growth strategies which we have followed in recent years:

For example, over the past [removed: two years] [added: few years,] we have added [removed: more than 450] field sales and service resources to pursue under-penetrated market opportunities and will look to continue to make investments to front-end resources in [removed: 2017.][added: 2018.]

While this initiative is broad-based, efforts to improve these processes include leveraging big data analytics to identify, [removed: prioritize] [added: prioritize,] and pursue growth opportunities, the implementation of more effective pricing and value-based selling strategies and processes, improved sales force guidance, training and effectiveness, cross-selling, increased segment [removed: marketing] [added: marketing,] and leads generation and nurturing activities.

Emerging markets, comprising Asia (excluding Japan), Eastern Europe, Latin America, the Middle East, and Africa, account for approximately [removed: 33%] [added: 34%] of our total net sales.

We have [removed: almost] [added: approximately] a 30-year track record in China, and our sales in Asia have grown more than 13% on a compound annual growth basis in local currencies since 1999.

Overall, market conditions in emerging markets were [removed: generally] favorable during [removed: 2016.][added: 2017.]

We experienced a [removed: 9%] [added: 12%] increase in emerging market local currency sales during [removed: 2016] [added: 2017] versus the prior year, which included [removed: 9%] [added: 19%] local currency sales growth in China.

[removed: Emerging] [added: However, emerging] market sales can be [removed: volatile and uncertain.][added: volatile.]

We also continue to invest and add sales and marketing resources to pursue growth in [removed: underpenetrated] [added: under-penetrated] emerging markets.

We seek to [removed: drive shorter] [added: accelerate] product [removed: life] [added: replacement] cycles, as well as improve our product offerings and their capabilities with additional integrated technologies and software.

We continue to strive to improve our margins by [added: more effectively pricing our products and services and] optimizing our cost structure.

[removed: For example, we have focused] [added: We also focus] on reallocating resources and better aligning our cost structure to support our investments in market penetration initiatives, higher growth areas, and opportunities for margin improvement.

We have also implemented global procurement and supply chain management programs over the last several years aimed at lowering supply [removed: costs.][added: costs, and have further increased our focus on these programs during the past year with the global launch of our SternDrive initiative.]

[removed: For example, during the third quarter of] [added: During] 2016, we [added: also] acquired substantially all of the assets of Henry Troemner LLC (Troemner), a supplier of lab equipment, [removed: weights] [added: weights,] and weight calibration based in the United States for an aggregate purchase price [added: of] $95.8 million that will be integrated into our laboratory product offering.

Net sales were [removed: $2,508.3 million] [added: $2.7 billion] for the year ended December 31, [removed: 2016,] [added: 2017,] compared to [removed: $2,395.4 million] [added: $2.5 billion] in [removed: 2015,] [added: 2016] and [removed: $2,486.0 million] [added: $2.4 billion] in [removed: 2014.][added: 2015.]

This represents an increase of [removed: 5%] [added: 9%] in [removed: 2016] [added: 2017] and [removed: a decrease] [added: an increase] of [removed: 4%] [added: 5%] in [removed: 2015] [added: 2016] in U.S. dollars and an increase of [removed: 7%] [added: 8%] and [removed: 3%] [added: 7%] in local currencies, respectively.

The Troemner acquisition contributed approximately 1% to our net sales [added: of service] during [removed: 2016.][added: 2017.]

In [removed: 2016,] [added: 2017,] our net sales by geographic destination increased in U.S. dollars [removed: 5%] [added: 8%] in the Americas, [removed: 3%] [added: 6%] in Europe, and [removed: 6%] [added: 11%] in Asia/Rest of World.

In local currencies, our net sales by geographic destination increased in [removed: 2016] [added: 2017] by [removed: 5%] [added: 8%] in the Americas, 5% in Europe, and [removed: 10%] [added: 11%] in Asia/Rest of World.

Net sales of products increased [removed: 5%] [added: 9%] in U.S. dollars and [removed: 7%] in local currencies during [removed: 2016] [added: 2017] and [removed: decreased 3%] [added: increased 5%] in U.S. dollars and [removed: increased 3%] [added: 7%] in local currencies in [removed: 2015.][added: 2016.]

The [added: Biotix and] Troemner [removed: acquisition] [added: acquisitions] contributed approximately [removed: 1%] [added: 2%] to our net sales of products during [removed: 2016.][added: 2017.]

Service revenue (including spare parts) increased [removed: 4%] [added: 7%] in U.S. dollars and [removed: 6%] in local currencies in [removed: 2016,] [added: 2017] and [removed: decreased 5%] [added: increased 4%] in U.S. dollars and [removed: increased 4%] [added: 6%] in local currencies in [removed: 2015.][added: 2016.]

The [added: Biotix and] Troemner [removed: acquisition] [added: acquisitions] contributed approximately [removed: 1%] [added: 2%] to [removed: our] net sales [removed: of service] [added: in the Americas] during [removed: 2016.][added: 2017.]

Net sales of our laboratory-related [removed: products,] [added: products and services,] which represented approximately [removed: 49%] [added: 50%] of our total net sales in [removed: 2016,] [added: 2017,] increased [removed: 6%] [added: 11%] in U.S. dollars and [removed: 8%] [added: 10%] in local currencies during [removed: 2016.][added: 2017.]

The [added: Biotix and] Troemner [removed: acquisition] [added: acquisitions also] contributed approximately [removed: 1%] [added: 2%] to our net sales growth of laboratory-related products and services.

Net sales of our industrial-related [removed: products,] [added: products and services,] which represented approximately 42% of our total net sales in [removed: 2016,] [added: 2017,] increased [removed: 3%] [added: 8%] in U.S. dollars and [removed: 5%] [added: 8%] in local currencies during [removed: 2016.][added: 2017.]

Net sales of our food retailing [removed: products,] [added: products and services,] which represented approximately [removed: 9%] [added: 8%] of our total net sales in [removed: 2016, increased 4%] [added: 2017, decreased 3%] in U.S. dollars and [removed: 6%] [added: 4%] in local currencies during [removed: 2016.][added: 2017.]

Gross profit as a percentage of net sales was [removed: 57.2%] [added: 57.7%] for [removed: 2016,] [added: 2017,] compared to [removed: 56.4%] [added: 57.2%] for [removed: 2015] [added: 2016] and [removed: 54.7%] [added: 56.4%] for [removed: 2014.][added: 2015.]

Gross profit as a percentage of net sales for products was [removed: 60.8%] [added: 60.9%] for [removed: 2016,] [added: 2017,] compared to [removed: 60.1%] [added: 60.8%] for [removed: 2015] [added: 2016] and [removed: 58.1%] [added: 60.1%] for [removed: 2014.][added: 2015.]

Gross profit as a percentage of net sales for services (including spare parts) was [removed: 44.6%] [added: 46.1%] for [removed: 2016,] [added: 2017,] compared to [removed: 43.6%] [added: 44.6%] for [removed: 2015] [added: 2016] and [removed: 42.8%] [added: 43.6%] for [removed: 2014.][added: 2015.]

Research and development expenses as a percentage of net sales were [added: 4.7% for 2017,] 4.8% for [removed: 2016] [added: 2016,] and 5.0% for [removed: both 2015 and 2014.][added: 2015.]

Research and development expenses in U.S. dollars increased [removed: 1%] [added: 8%] in [removed: 2016] [added: 2017] and [removed: decreased 3%] [added: 1%] in [removed: 2015,] [added: 2016,] and in local currencies increased [removed: 4%] [added: 8%] in [removed: 2016] [added: 2017] and [removed: 2%] [added: 4%] in [removed: 2015,] [added: 2016,] relating to [removed: the timing of research and development project activity.][added: increased investments in new product development.]

Selling, general, and administrative expenses as a percentage of net sales were [removed: 29.2%] [added: 28.9%] for [removed: 2016,] [added: 2017,] compared to [removed: 29.3%] [added: 29.2%] for [removed: both 2015] [added: 2016] and [removed: 2014.][added: 29.3% for 2015.]

While global market conditions are currently favorable, we will face challenging prior period comparisons in 2018 due to strong results in 2017.

Economic conditions can also change quickly, particularly in emerging markets, and it is uncertain that favorable market conditions will continue.

We also experienced improved market conditions in China with core industrial customers catching up on their product replacement cycles.

Our food retailing sales declined during 2017 due to reduced investment by retailers for our type of products.

China's credit availability can also be particularly volatile, and certain industrial-related end-user segments still have overcapacity.

Expanding Our Margins.

For example, sophisticated data analytic tools

provide us new insights to further refine our price strategies and processes.

SternDrive is our global program for continuous improvement efforts within our supply chain, manufacturing, and back-office operations.

Blue Ocean is also an important enabler of our various margin expansion initiatives.

Our move to standardized business processes, systems, and data structures throughout our global organization provides greater data transparency and faster access to real-time data.

For example, during the third quarter of 2017, we acquired the shares of Biotix, Inc., a manufacturer and distributor of plastic consumables associated with pipettes, including tips, tubes, and reagent reservoirs used in the life sciences market, based in the United States for an initial cash payment of $105 million.

We also may be required to pay additional cash consideration up to a maximum amount of $65 million, of which we recorded an estimated $30.7 million as of December 31, 2017.

The Biotix and Troemner acquisitions contributed 1% to our net sales in 2017.

Global market conditions were favorable during 2017 and we continue to benefit from the execution of our global sales and marketing programs and development of our robust product portfolio.

However, we will face difficult prior period comparisons in 2018 due to strong results in 2017.

Economic conditions can also change quickly, especially in emerging markets, and it's uncertain that favorable market conditions will continue.

In addition, our food retailing sales declined in 2017 due to reduced investment by retailers for our type of products in the Americas, which decreased local currency sales in the Americas by 3%.

In 2017, we experienced strong growth in product inspection and core industrial.

Our core-industrial results include very strong results in China.

The decline in net sales of our food retailing products is due to a decrease in the Americas driven by reduced investment by these retailers for our type of products.

The increase in gross profit as a percentage of net sales for 2017 includes favorable price realization, offset in part by unfavorable business mix, changes in foreign currency, and increased material costs.

Other charges (income), net includes $1.7 million and $1.1 million of acquisition costs for 2017 and 2016, respectively.

Other charges (income), net for 2017 also includes a one-time gain of $3.4 million relating to the sale of a facility in Switzerland in connection with our initiative to consolidate certain Swiss operations into a new facility.

The reduction in our annual effective tax rate from 24% in 2016 and 2015 to 22% in 2017 is primarily related to our adoption of ASU 2016-09 pertaining to excess tax benefits in the current year associated with stock option exercises as discussed in Note 2.

On December 22, 2017, the Tax Cuts and Jobs Act ("the Act") significantly revised U.S. corporate income tax law.

The Act includes, among other things, a reduction in the U.S. federal corporate income tax rate from 35% to 21% effective for taxable years beginning after December 31, 2017, and the implementation of a modified territorial tax system that includes a one-time transition tax on deemed repatriated earnings of foreign subsidiaries ("Transition Tax") that is payable over a period of up to eight years.

The tax effects of the Act are reflected in Note 13 to our consolidated financial statements for the year ended December 31, 2017.

In connection with the Act, we recorded a provisional one-time charge of $72 million during the fourth quarter of 2017.

This amount includes a one-time cash charge of $59 million for un-repatriated foreign earnings which is expected to be paid over a period of up to eight years, and a one-time non-cash charge of $13 million related to certain deferred tax and other non-cash items.

Our accounting for the above items is based upon reasonable estimates of the tax effects of the Act; however, our estimates may change upon the finalization of our implementation and additional interpretive guidance from regulatory authorities.

We will complete our accounting for the above tax effects of the Act during 2018, as provided in Staff Accounting Bulletin 118, and will reflect any adjustments to our provisional amounts as an adjustment to the provision for taxes in the reporting period in which the amounts are finally determined.

Additionally, certain provisions of the Act are not effective until 2018.

We are in the process of evaluating the impact of these provisions and have not yet recorded any impact in the financial statements, nor have we made any accounting policy elections with respect to these items.

The increase in both total net sales and net sales to external customers of 9% in 2017 includes strong growth in product inspection and laboratory-related products, offset in part by a significant decline in food retailing, which reduced net sales to external customers by 3% during 2017.

Our segment profit includes the impact of increased net sales and benefits from our margin expansion initiatives, offset in part by increased sales, service, and research and development investments, as well as higher cash incentive and employee benefit costs.

The increase in local currency net sales to external customers for 2017 includes modest growth in most product categories.

Segment profit includes the impact of increased net sales and productivity improvements, offset by currency hedging gains in the prior year, higher cash incentive costs, and increased research and development activity.

The segment profit decline includes increased research and development activity, sales and service investments, higher cash incentive costs, and the impact of inter-segment product transfers, offset in part by increased net sales to external customers and favorable currency translation.

Our Chinese performance reflects a good economic environment with customers catching up in 2017 on their product replacement cycles, as well as our ability to shift resources towards faster growing markets.

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 were generally stable in 2016 for our customers to maintain their replacement cycles, we remain cautious regarding our sales outlook given the uncertainty in global markets.

We also experienced improved market conditions in China despite continued market uncertainty related to overcapacity in a number of industries and volatility in credit availability.

moved production to low-cost countries.

Our food retailing markets experienced growth in each geographic region during 2016, with strong growth in Europe and Asia/Rest of World.

Similar to our industrial business, emerging markets have also historically provided growth as the expansion of local emerging market economies creates a significant number of new retail stores each year.

We continue to experience unfavorable market conditions and reduced demand in certain industrial-related end-user segments in China due to overcapacity.

Maintaining Cost Leadership.

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

Excluding the Troemner acquisition, our local currency net sales growth in the Americas was 4%.

While market conditions were generally favorable during 2016, we remain cautious regarding our sales outlook given the uncertainty in global markets.

Local currency net sales included strong sales growth in product inspection.

The increase in net sales in local currencies of our food retailing products during 2016 included growth in each geographic region, with strong growth in Europe and Asia/Rest of World.

The increase in gross profit as a percentage of net sales for 2016 includes benefits from higher sales volume, favorable price realization and reduced material costs, partially offset by investments in our field service organization.

Our consolidated income tax rate is lower than the U.S. statutory rate primarily because of benefits from lower-taxed non-U.S. operations.

The most significant of these lower-taxed operations are in Switzerland and China.

The decrease in local currency net sales to external customers during 2016 primarily relates to soft market conditions in Switzerland.

Segment profit increased primarily due to increased sales, benefits from our margin expansion and cost savings initiatives and favorable currency translation fluctuations, offset by sales and service investments.

While we were pleased with our 2016 local currency sales growth in China, the outlook remains uncertain due to overcapacity in a number of industries and volatility in credit availability.

The increase in segment profit during 2016 includes increased local currency sales and benefits from our cost savings initiatives.

The increase in segment profit during 2016 is primarily related to the increased sales, offset in part by sales and service investments.

The increase in 2016 includes higher net earnings, partly offset by increased working capital that is primarily related to our increased local currency sales.

As of December 31, 2016, we had an immaterial amount of cash

and cash equivalents in foreign subsidiaries where undistributed earnings are considered permanently reinvested.

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

| Total Senior Notes | 348,743 | | | | 131,122 | | | | 479,865 | | |

| Other local arrangements | 304 | | | | 18,670 | | | | 18,974 | | |

| Total debt | 687,588 | | | | 206,442 | | | | 894,030 | | |

| Less: current portion | (304 | | ) | | (18,670 | | ) | | (18,974 | | ) |

| Total long-term debt | $ | 687,284 | | | $ | 187,772 | | | $ | 875,056 | |

| Short and long-term debt | $ | 895,672 | | | $ | 18,974 | | | $ | — | | | $ | — | | | $ | 876,698 | |

| Interest on debt | 189,903 | | | | 26,383 | | | | 55,157 | | | | 55,075 | | | | 53,288 | | |

| Non-cancelable operating leases | 111,388 | | | | 30,177 | | | | 43,419 | | | | 23,675 | | | | 14,117 | | |

| Purchase obligations | 65,054 | | | | 61,329 | | | | 3,725 | | | | — | | | | — | | |

| Total(1) | $ | 1,281,518 | | | $ | 156,364 | | | $ | 102,301 | | | $ | 78,750 | | | $ | 944,103 | |

We entered into foreign currency forward contracts that reduce our exposure from the Swiss franc strengthening against the euro through 2016.

We also estimate a 1% strengthening of the Swiss franc against the U.S. dollar would reduce our earnings before tax by approximately $0.2 million annually in addition to the previously mentioned strengthening of the Swiss franc against the euro impact.

Over the past two years, 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.

currencies in which our debt is denominated would result in an increase of approximately $23.0 million in the reported U.S. dollar value of our debt.

We have strong leadership positions in [added: all of] our businesses and believe we hold global number-one market positions in [removed: a majority] [added: most] of them.

Our business is geographically diversified, with net sales in [removed: 2016] [added: 2017] derived [removed: 32%] [added: 31%] from Europe, 39% from North and South America, and [removed: 29%] [added: 30%] from Asia and other countries.

Our portfolio includes laboratory balances, liquid pipetting solutions, [added: automated laboratory reactors including real-time analytics,] titrators, physical value analyzers, thermal analysis systems, and other analytical instruments, such as [added: UV/VIS spectrophotometers,] moisture [removed: analyzers] [added: analyzers,] and density refractometers.

The laboratory instruments [added: and related service] business accounted for approximately [removed: 49%] [added: 50%] of our net sales in [removed: 2016, 48%] [added: 2017, 49%] in [removed: 2015,] [added: 2016,] and [removed: 47%] [added: 48%] in [removed: 2014.][added: 2015.]

We operate our pipette business with the Rainin [added: and Biotix] brand [removed: name.][added: names.]

[removed: Rainin develops, manufactures,] [added: We develop, manufacture,] and [removed: distributes] [added: distribute] advanced pipettes, [removed: tips] [added: tips, tubes,] and accessories, including single- and multi-channel manual and electronic pipettes.

[removed: Rainin maintains] [added: We maintain] service centers in the key markets where customers periodically send their pipettes for certified recalibrations.

[removed: Rainin’s] [added: Our] principal end markets are pharmaceutical, biotech, and academia.

In addition, we manufacture metal [removed: detection] [added: detection, x-ray,] and other end-of-line product inspection systems used in production and packaging.

The industrial instruments [added: and related service] business accounted for approximately 42% of our net sales in [removed: 2016, 43% in] [added: 2017] and [removed: 2015,] [added: 2016] and [removed: 44%] [added: 43%] in [removed: 2014.][added: 2015.]

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

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

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

Increasing safety and consumer protection requirements are driving the need for more sophisticated end-of-line product inspection systems (e.g., for use in food processing and packaging, pharmaceutical, [added: packaged consumer goods,] and other industries).

We are a leading global provider of metal detectors, x-ray and camera-based [removed: visioning] [added: imaging] equipment, checkweighers, and track-and-trace solutions that are used in these industries.

[removed: X-ray-based vision] [added: X-ray] inspection is used to detect metallic contamination in [removed: metallized packaging] [added: applications unsuited to metal detectors] and many types of non-metallic contamination, such as glass, calcified bone, stones, and pits.

Our x-ray systems [removed: can be] [added: are also] used for mass control and for determining and controlling the fat content in meat.

The retail business accounted for approximately [removed: 9%] [added: 8%] of our net sales in [removed: 2016, 2015,] [added: 2017] and [removed: 2014.][added: 9% in 2016 and 2015.]

A significant portion of our sales in the Americas is generated through indirect channels, including sales of our [removed: “Ohaus” branded] [added: Ohaus-branded] products.

We have a diversified customer base, with no single end-customer accounting for more than 1% of [removed: 2016] [added: 2017] net sales.

At December 31, [removed: 2016,] [added: 2017,] our sales and service group consisted of approximately [removed: 7,200] [added: 7,600] employees in sales, marketing and customer service (including related administration), and post-sales technical service, located in [removed: 39] [added: approximately 40] countries.

Service (representing service contracts, on demand services, and replacement parts) accounted for approximately 22% of our net sales in [added: 2017,] 2016, [removed: 2015,] and [removed: 2014.][added: 2015.]

Over the last three years, we have invested [removed: $362] [added: $368] million in research and development [removed: ($120.0] [added: ($129.3] million in [removed: 2016, $119.1] [added: 2017, $120.0] million in [removed: 2015,] [added: 2016,] and [removed: $123.3] [added: $119.1] million in [removed: 2014),] [added: 2015),] which is approximately 5% of net sales for each year.

We are a worldwide manufacturer, with facilities principally located in China, Switzerland, the United States, Germany, [removed: and] the United [removed: Kingdom.][added: Kingdom, and Mexico.]

We expect to make net investments in new or expanded manufacturing facilities of [removed: $65] [added: $40] million to [removed: $75] [added: $50] million over the next two years.

Our total workforce was [removed: 14,200] [added: 15,400] throughout the world, including [added: 13,800] employees and [removed: 1,000 of] [added: 1,600] temporary personnel, as of December 31, [removed: 2016,] [added: 2017,] and includes approximately [removed: 5,500] [added: 5,600] in Europe, [removed: 3,800] [added: 4,700] in North and South America, and [removed: 4,900] [added: 5,100] in Asia and other countries.

Our GreenMT program is designed to help save energy and [removed: resources and at the same time realize financial benefits.][added: resources.]

“Blue Ocean” refers to our program to establish a [removed: new] global operating model with standardized, [removed: automated] [added: automated,] and integrated [removed: processes,] [added: processes] and high levels of global data transparency.

It encompasses [removed: a new] [added: an] enterprise architecture, with a global, [removed: single instance] [added: single-instance] ERP system.

We have implemented the Blue Ocean program in our Swiss, Chinese, U.K., [added: Benelux,] and certain U.S. and German operations.

We estimate that we have approximately [removed: two-thirds] [added: 75%] of the program completed as measured in users.

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

In addition, some of our products are used in “legal for trade” applications, in which prices based on weight are calculated and for which specific weights and [added: measures approvals are required.]

[removed: We are confronted with new competitors in emerging] markets which, although relatively small in size today, could become larger companies in their home markets.

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 are recognized as an innovation leader and our solutions are critical in key research and development, quality control, and manufacturing processes for customers in a wide range of industries including life sciences, food, and chemicals.

Our sales and service network is one of the most extensive in the industry.

Our products are sold in more than 140 countries and we have a direct presence in approximately 40 countries.

With proven growth strategies and a focus on execution, we have achieved a long term track record of strong financial performance.

Sustainability touches all aspects of our business, from designing and producing our products, to selling and delivering them to our customers, to handling them at the end of their lifecycle.

Sustainability helps guide us to make the right decisions for our customers, employees, suppliers, shareholders, and the communities in which we operate our business.

We want to manage our business sustainably to position the Company for long-term growth.

We do this in four key areas: (1) developing products using our Design for Environment criteria that allow us and our customers to reduce energy usage, material, and product waste, (2) energy efficiency projects to reduce energy usage at our sites, (3) managing our sales and service fleets to reduce our fuel consumption, and (4) reducing the environmental impact of our resource consumption, especially in processes related to cooling and packaging.

Our goal is to reduce our carbon footprint by the end of 2020 by 20% (relative CO2 emissions per net sales compared with 2010) and at the same time realize financial benefits.

We are confronted with new competitors in emerging

| • | Equal Employment Opportunity Policy |

| • | Business Partner Code of Conduct |

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| • | Ethical, Social and Quality Standards |

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| • | Environmental Policy |

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| • | Political Participation Policy |

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| • | Conflict Mineral Report |

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| • | Statement on Slavery, Human Trafficking, and Transparency in the Supply Chain |

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Specifically, we are the largest provider of weighing instruments for use in laboratory, industrial, and food retailing applications.

We are also a leading provider of analytical instruments for use in life science, reaction engineering and real-time analytic systems used in drug and chemical compound development, and process analytics instruments used for in-line measurement in production processes.

In addition, we are the largest supplier of end-of-line inspection systems used in production and packaging for food, pharmaceutical, and other industries.

A portion of this amount is derived from the sale of replacement parts.

We believe a sustainable business is one positioned for long-term growth and for us it defines our approach to decision making, from how we manage our impact on the environment to our relationships with employees, customers, and shareholders.

In 2016, we published our latest sustainability report, which measures progress and highlights accomplishments since our last report.

We followed the Global Reporting Initiative G4 guidelines.

We are now working on making regular reductions in our emissions by finding new ways of managing our vehicle fleets, incorporating new design features into our products, improving the energy efficiency of our buildings and processes, and looking at how we source the electricity we use in our facilities.

We think these efforts will produce a favorable impact on the environment as well as potential savings in future periods.

measures approvals are required.

global competitors.

| | | For the fiscal year ended December 31, [removed: 2016] [added: 2017] |

| Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | [added: Emerging growth company o |]

As of [removed: January 30, 2017] [added: February 5, 2018] there were [removed: 25,940,008] [added: 25,472,835] 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: 2016] [added: 2017] (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: 2016)] [added: 2017)] was approximately [removed: $9.7] [added: $15.1] billion.

| Certain Sections of the Proxy Statement for [removed: 2016] [added: 2018] | | Part III |

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2016][added: 2017]

| [Item [removed: 1.](#s49E58F96C7581E915E4B74E41E22E2B5)] [added: 1.](#sBBDD1D717C854FA6E65B6552BD3F92C7)] | [removed: [Business](#s49E58F96C7581E915E4B74E41E22E2B5)] [added: [Business](#sBBDD1D717C854FA6E65B6552BD3F92C7)] | [removed: [4](#s49E58F96C7581E915E4B74E41E22E2B5)] [added: [4](#sBBDD1D717C854FA6E65B6552BD3F92C7)] |

| [Item [removed: 1A.](#sB942B8ACCE6D8A8F113774E41E45302B)] [added: 1A.](#sC12A466DD829AA29A66F6552BD72C3C7)] | [Risk [removed: Factors](#sB942B8ACCE6D8A8F113774E41E45302B)] [added: Factors](#sC12A466DD829AA29A66F6552BD72C3C7)] | [removed: [13](#sB942B8ACCE6D8A8F113774E41E45302B)] [added: [14](#sC12A466DD829AA29A66F6552BD72C3C7)] |

| [Item [removed: 1B.](#sC8D52CA56557C4D06F9F74E41E765334)] [added: 1B.](#s1EC4B9903606D860DB016552BD94D105)] | [Unresolved Staff [removed: Comments](#sC8D52CA56557C4D06F9F74E41E765334)] [added: Comments](#s1EC4B9903606D860DB016552BD94D105)] | [removed: [23](#sC8D52CA56557C4D06F9F74E41E765334)] [added: [24](#s1EC4B9903606D860DB016552BD94D105)] |

| [Item [removed: 2.](#sB6EDD70A16D935DDB15B74E4138F4435)] [added: 2.](#s9D5C77833A2A9B1AF7516552B28A937C)] | [removed: [Properties](#sB6EDD70A16D935DDB15B74E4138F4435)] [added: [Properties](#s9D5C77833A2A9B1AF7516552B28A937C)] | [removed: [24](#sB6EDD70A16D935DDB15B74E4138F4435)] [added: [24](#s9D5C77833A2A9B1AF7516552B28A937C)] |

| [Item [removed: 3.](#sF3A22437AB3E8EA288C974E41EC98473)] [added: 3.](#s3760D60F0228F64722036552BDE67232)] | [Legal [removed: Proceedings](#sF3A22437AB3E8EA288C974E41EC98473)] [added: Proceedings](#s3760D60F0228F64722036552BDE67232)] | [removed: [24](#sF3A22437AB3E8EA288C974E41EC98473)] [added: [25](#s3760D60F0228F64722036552BDE67232)] |

| | [Executive Officers of the [removed: Registrant](#sF3A22437AB3E8EA288C974E41EC98473)] [added: Registrant](#s3760D60F0228F64722036552BDE67232)] | [removed: [24](#sF3A22437AB3E8EA288C974E41EC98473)] [added: [25](#s3760D60F0228F64722036552BDE67232)] |

| [Item [removed: 5.](#s603C516F7DE0EE7CA91C74E41F1D95C3)] [added: 5.](#sA9D8CA522FBEA19AB16A6552BE39B427)] | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#s603C516F7DE0EE7CA91C74E41F1D95C3)] [added: Securities](#sA9D8CA522FBEA19AB16A6552BE39B427)] | [removed: [25](#s603C516F7DE0EE7CA91C74E41F1D95C3)] [added: [26](#sA9D8CA522FBEA19AB16A6552BE39B427)] |

| [Item [removed: 6.](#s0B1B354902D942BE01CD74E41F3F99EA)] [added: 6.](#s68EB8E6C4756A4DADB1A6552BE6BE005)] | [Selected Financial [removed: Data](#s0B1B354902D942BE01CD74E41F3F99EA)] [added: Data](#s68EB8E6C4756A4DADB1A6552BE6BE005)] | [removed: [28](#s0B1B354902D942BE01CD74E41F3F99EA)] [added: [29](#s68EB8E6C4756A4DADB1A6552BE6BE005)] |

| [Item [removed: 7.](#s72AFB55BDF8BB44545F374E413DAE711)] [added: 7.](#s09E1666BA3E93DB19AC26552B28787FB)] | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s72AFB55BDF8BB44545F374E413DAE711)] [added: Operations](#s09E1666BA3E93DB19AC26552B28787FB)] | [removed: [29](#s72AFB55BDF8BB44545F374E413DAE711)] [added: [31](#s09E1666BA3E93DB19AC26552B28787FB)] |

| [Item [removed: 7A.](#sEE78FAFFA50F39A39D7D74E42018A7F0)] [added: 7A.](#sB72DCB2BF559565E8B556552BEEBDF72)] | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#sEE78FAFFA50F39A39D7D74E42018A7F0)] [added: Risk](#sB72DCB2BF559565E8B556552BEEBDF72)] | [removed: [44](#sEE78FAFFA50F39A39D7D74E42018A7F0)] [added: [47](#sB72DCB2BF559565E8B556552BEEBDF72)] |

| [Item [removed: 8.](#s5550678A76D15294967374E4201EF48E)] [added: 8.](#sC6A010537A5885C7983A6552BEF11799)] | [Financial Statements and Supplementary [removed: Data](#s5550678A76D15294967374E4201EF48E)] [added: Data](#sC6A010537A5885C7983A6552BEF11799)] | [removed: [44](#s5550678A76D15294967374E4201EF48E)] [added: [47](#sC6A010537A5885C7983A6552BEF11799)] |

| [Item [removed: 9.](#sBB385BD7E4F5D2916AF874E42022C30A)] [added: 9.](#sEA5D283A68981327C7506552BF12D1EE)] | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#sBB385BD7E4F5D2916AF874E42022C30A)] [added: Disclosure](#sEA5D283A68981327C7506552BF12D1EE)] | [removed: [44](#sBB385BD7E4F5D2916AF874E42022C30A)] [added: [47](#sEA5D283A68981327C7506552BF12D1EE)] |

| [Item [removed: 9A.](#sF2844D9276B5670A970274E4202614B3)] [added: 9A.](#s7B4E41A7CE531CC872E66552BF327EF9)] | [Controls and [removed: Procedures](#sF2844D9276B5670A970274E4202614B3)] [added: Procedures](#s7B4E41A7CE531CC872E66552BF327EF9)] | [removed: [44](#sF2844D9276B5670A970274E4202614B3)] [added: [47](#s7B4E41A7CE531CC872E66552BF327EF9)] |

| [Item [removed: 9B.](#s413D188462D5E5009BCC74E4203ADC39)] [added: 9B.](#s087C511F12944E088B506552BF641DE8)] | [Other [removed: Information](#s413D188462D5E5009BCC74E4203ADC39)] [added: Information](#s087C511F12944E088B506552BF641DE8)] | [removed: [45](#s413D188462D5E5009BCC74E4203ADC39)] [added: [48](#s087C511F12944E088B506552BF641DE8)] |

| [PART [removed: III](#s7697790D37CB548F450674E4206AB9E0)] [added: III](#s74E736918628CF8844AA6552BF88F432)] | | |

| [Item [removed: 10.](#s2A84239DB1098937378574E4208BDBA7)] [added: 10.](#sC6D42A4BF711E308FFDD6552BFB88182)] | [Directors, Executive Officers, and Corporate [removed: Governance](#s2A84239DB1098937378574E4208BDBA7)] [added: Governance](#sC6D42A4BF711E308FFDD6552BFB88182)] | [removed: [46](#s2A84239DB1098937378574E4208BDBA7)] [added: [49](#sC6D42A4BF711E308FFDD6552BFB88182)] |

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| [Item [removed: 12.](#s66E50609C54A83F8578274E420DFBCA9)] [added: 12.](#s70CF5B7C7291E2923B9E6552C00D02C1)] | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s66E50609C54A83F8578274E420DFBCA9)] [added: Matters](#s70CF5B7C7291E2923B9E6552C00D02C1)] | [removed: [47](#s66E50609C54A83F8578274E420DFBCA9)] [added: [50](#s70CF5B7C7291E2923B9E6552C00D02C1)] |

| [Item [removed: 13.](#sA5CDD338299C545E11C874E42111495F)] [added: 13.](#s7426A7EB7AA35C65149F6552C02C3F50)] | [Certain Relationships and Related Transactions and Director [removed: Independence](#sA5CDD338299C545E11C874E42111495F)] [added: Independence](#s7426A7EB7AA35C65149F6552C02C3F50)] | [removed: [48](#sA5CDD338299C545E11C874E42111495F)] [added: [51](#s7426A7EB7AA35C65149F6552C02C3F50)] |

| [Item [removed: 14.](#s26AD1A12F6910CA8960B74E421329B2B)] [added: 14.](#sF12D7519E582390C32006552C05FB97E)] | [Principal Accounting Fees and [removed: Services](#s26AD1A12F6910CA8960B74E421329B2B)] [added: Services](#sF12D7519E582390C32006552C05FB97E)] | [removed: [48](#s26AD1A12F6910CA8960B74E421329B2B)] [added: [51](#sF12D7519E582390C32006552C05FB97E)] |

| [Item [removed: 15.](#s02285DE729D1199DBF2074E42186B23F)] [added: 15.](#s58868E40E962CBE5AD726552C0B2379C)] | [Exhibits and Financial Statement [removed: Schedules](#s02285DE729D1199DBF2074E42186B23F)] [added: Schedules](#s58868E40E962CBE5AD726552C0B2379C)] | [removed: [48](#s02285DE729D1199DBF2074E42186B23F)] [added: [51](#s58868E40E962CBE5AD726552C0B2379C)] |

We make forward-looking statements about future events or our future financial performance, including earnings and sales growth, earnings per share, strategic plans and contingency plans, growth opportunities or economic downturns, our ability to respond to changes in market conditions, planned research and development efforts and product introductions, adequacy of facilities, access to and the costs of raw materials, shipping and supplier costs, gross margins, customer demand, our competitive position, [added: pricing,] capital expenditures, cash flow, tax-related matters, [added: the impact of foreign currencies,] compliance with laws, and effects of acquisitions.

10-K 1 mtd10k12312017.htm 10-K

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

| [PART I](#s4ABE3FB1184064BF9BD86552BD1D2C12) | | |

| [PART II](#s76143D37DD8FAF44F80C6552BE187DBB) | | |

| [PART IV](#sBEA68E08F9E7744E84B36552C0819A37) | | |

| [SIGNATURES](#s29926FB084667284BC846552C0D462BD) | | [52](#s29926FB084667284BC846552C0D462BD) |

10-K 1 mtd_10kx12312016.htm FORM 10-K 2016 ANNUAL REPORT

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

| [PART I](#s67F60A9ECF1F878E819874E41DF07B24) | | |

| [PART II](#s2AFC35CEA5DC8DEB557574E41EEAF772) | | |

| [PART IV](#s792CF474CD2A254F6FD174E42165B504) | | |

| [SIGNATURES](#sAA81545434622CD4FFA374E421B75B8E) | | [49](#sAA81545434622CD4FFA374E421B75B8E) |

| [removed: Greifensee/Nanikon,] [added: Greifensee/Nänikon,] Switzerland | | Owned | | Swiss Operations |

| Uznach, Switzerland | | [removed: Owned] [added: Leased] | | Swiss Operations |

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

| Salford, [removed: England] [added: United Kingdom] | | Leased | | Western European Operations |

| Viroflay, France (two facilities) | | [removed: Building Owned] [added: Owned; Leased] | | Western European Operations |

| Tampa, Florida [added: (two facilities)] | | [added: Owned;] Leased | | U.S. Operations |

| Tijuana, Mexico | | Leased | | U.S. Operations |

| | | Building Leased | | |

| Ithaca, New York | | Owned | | U.S. Operations |

At [removed: January 30, 2017,] [added: February 5, 2018,] there were [removed: 56] [added: 52] holders of record of common stock and [removed: 25,940,008] [added: 25,472,835] shares of common stock outstanding.

We estimate we have approximately [removed: 58,068] [added: 62,581] beneficial owners of common stock.

The following graph compares the cumulative total returns (assuming reinvestment of dividends) on $100 invested on December 31, [removed: 2011] [added: 2012] through December 31, [removed: 2016] [added: 2017] in our common stock, the Standard & Poor’s 500 Composite Stock Index (S&P 500 Index), and the SIC Code 3826 Index — Laboratory Analytical Instruments.

S&P 500 [removed: Index] [added: Index,] and SIC Code 3826 Index — Laboratory Analytical Instruments

[removed: ][added: ]

| SIC Code 3826 Index | $100 | [removed: $128] [added: $147] | [removed: $188] [added: $168] | [removed: $215] [added: $186] | [removed: $237] [added: $188] | [removed: $240] [added: $258] |

We have a share repurchase program of which there was [removed: $983.4] [added: $583.4] million common shares remaining to be repurchased under the program as of December 31, [removed: 2016.][added: 2017.]

We have purchased [removed: 26.0] [added: 26.7] million common shares since the inception of the program in 2004 through December 31, [removed: 2016,] [added: 2017,] at a total cost of [removed: $3.5] [added: $3.9] billion.

During the years ended December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] we spent [removed: $500] [added: $400] million and [removed: $495] [added: $500] million on the repurchase of [removed: 1,348,507] [added: 749,254] shares and [removed: 1,556,797] [added: 1,348,507] shares at an average price per share of [removed: $370.75] [added: $533.84] and [removed: $317.92,] [added: $370.75,] respectively.

We reissued [removed: 278,623] [added: 270,413] shares and [removed: 403,908] [added: 278,623] shares held in treasury for the exercise of stock options and restricted stock units during [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] respectively.

| 2017 | | | | | | | |

| Fourth Quarter | $ | 689.11 | | | $ | 606.80 | |

| Third Quarter | $ | 635.17 | | | $ | 571.25 | |

| Second Quarter | $ | 601.16 | | | $ | 473.87 | |

| First Quarter | $ | 486.90 | | | $ | 414.52 | |

| | 12/31/12 | 12/31/13 | 12/31/14 | 12/31/15 | 12/31/16 | 12/31/17 |

| Mettler-Toledo | $100 | $126 | $156 | $175 | $217 | $321 |

| S&P 500 Index | $100 | $132 | $151 | $153 | $171 | $208 |

| October 1 to October 31, 2017 | | 32,971 | | | $ | 657.00 | | | 32,971 | | | $ | 626,758 | |

| November 1 to November 30, 2017 | | 35,598 | | | 638.89 | | | | 35,598 | | | 604,015 | | |

| December 1 to December 31, 2017 | | 32,929 | | | 625.35 | | | | 32,929 | | | 583,422 | | |

| Total | | 101,498 | | | $ | 640.38 | | | 101,498 | | | $ | 583,422 | |

| 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 | |

| | 12/31/11 | 12/31/12 | 12/31/13 | 12/31/14 | 12/31/15 | 12/31/16 |

| Mettler-Toledo | $100 | $131 | $164 | $205 | $230 | $283 |

| S&P 500 Index | $100 | $116 | $154 | $175 | $177 | $198 |

| October 1 to October 31, 2016 | | 91,077 | | | $ | 411.75 | | | 91,077 | | | $ | 1,070,914 | |

| November 1 to November 30, 2016 | | 105,291 | | | 415.47 | | | | 105,291 | | | 1,027,167 | | |

| December 1 to December 31, 2016 | | 104,064 | | | 420.37 | | | | 104,064 | | | 983,419 | | |

| Total | | 300,432 | | | $ | 416.04 | | | 300,432 | | | $ | 983,419 | |

| | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Net sales | $ | [removed: 2,508,257] [added: 2,725,053] | | | $ | [removed: 2,395,447] [added: 2,508,257] | | | $ | [removed: 2,485,983] [added: 2,395,447] | | | $ | [removed: 2,378,972] [added: 2,485,983] | | | $ | [removed: 2,341,528] [added: 2,378,972] | |

| Cost of sales | [removed: 1,072,670] [added: 1,151,740] | | | | [removed: 1,043,454] [added: 1,072,670] | | | | [removed: 1,127,233] [added: 1,043,454] | | | | [removed: 1,097,041] [added: 1,127,233] | | | | [removed: 1,100,473] [added: 1,097,041] | | |

| Gross profit | [removed: 1,435,587] [added: 1,573,313] | | | | [removed: 1,351,993] [added: 1,435,587] | | | | [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: 119,968] [added: 129,265] | | | | [removed: 119,076] [added: 119,968] | | | | [removed: 123,297] [added: 119,076] | | | | [removed: 116,346] [added: 123,297] | | | | [removed: 112,530] [added: 116,346] | | |

| Selling, general, and administrative | [removed: 732,622] [added: 787,464] | | | | [removed: 700,810] [added: 732,622] | | | | [removed: 728,582] [added: 700,810] | | | | [removed: 692,693] [added: 728,582] | | | | [removed: 684,026] [added: 692,693] | | |

| Amortization | [removed: 36,052] [added: 42,671] | | | | [removed: 30,951] [added: 36,052] | | | | [removed: 29,185] [added: 30,951] | | | | [removed: 24,539] [added: 29,185] | | | | [removed: 21,357] [added: 24,539] | | |

| Interest expense | [removed: 28,026] [added: 32,785] | | | | [removed: 27,451] [added: 28,026] | | | | [removed: 24,537] [added: 27,451] | | | | [removed: 22,711] [added: 24,537] | | | | [removed: 22,764] [added: 22,711] | | |

| Restructuring charges(a) | [removed: 6,235] [added: 12,772] | | | | [removed: 11,148] [added: 6,235] | | | | [removed: 5,915] [added: 11,148] | | | | [removed: 19,830] [added: 5,915] | | | | [removed: 16,687] [added: 19,830] | | |

| Other charges (income), net(b) | [added: (5,866 | | ) | |] 8,491 | | | | (867 | | ) | | 2,230 | | | | 3,103 | | | [removed: | 1,090 | | |]

| Earnings before taxes | [removed: 504,193] [added: 574,222] | | | | [removed: 463,424] [added: 504,193] | | | | [removed: 445,004] [added: 463,424] | | | | [removed: 402,709] [added: 445,004] | | | | [removed: 382,601] [added: 402,709] | | |

| Provision for [removed: taxes] [added: taxes(c)] | [removed: 119,823] [added: 198,250] | | | | [removed: 110,604] [added: 119,823] | | | | [removed: 106,763] [added: 110,604] | | | | [removed: 96,615] [added: 106,763] | | | | [removed: 91,754] [added: 96,615] | | |

| Net earnings | $ | [removed: 384,370] [added: 375,972] | | | $ | [removed: 352,820] [added: 384,370] | | | $ | [removed: 338,241] [added: 352,820] | | | $ | [removed: 306,094] [added: 338,241] | | | $ | [removed: 290,847] [added: 306,094] | |

| Net earnings | $ | [removed: 14.49] [added: 14.62] | | | $ | [removed: 12.75] [added: 14.49] | | | $ | [removed: 11.71] [added: 12.75] | | | $ | [removed: 10.22] [added: 11.71] | | | $ | [removed: 9.37] [added: 10.22] | |

| Weighted average number of common shares | [removed: 26,517,768] [added: 25,713,575] | | | | [removed: 27,680,918] [added: 26,517,768] | | | | [removed: 28,890,771] [added: 27,680,918] | | | | [removed: 29,945,954] [added: 28,890,771] | | | | [removed: 31,044,532] [added: 29,945,954] | | |

| Net earnings | $ | [removed: 14.22] [added: 14.24] | | | $ | [removed: 12.48] [added: 14.22] | | | $ | [removed: 11.44] [added: 12.48] | | | $ | [removed: 9.96] [added: 11.44] | | | $ | [removed: 9.14] [added: 9.96] | |

| Weighted average number of common and common equivalent shares | [removed: 27,023,905] [added: 26,393,783] | | | | [removed: 28,269,615] [added: 27,023,905] | | | | [removed: 29,571,308] [added: 28,269,615] | | | | [removed: 30,728,482] [added: 29,571,308] | | | | [removed: 31,824,077] [added: 30,728,482] | | |

| Cash and cash equivalents | $ | [removed: 158,674] [added: 148,687] | | | $ | [removed: 98,887] [added: 158,674] | | | $ | [removed: 85,263] [added: 98,887] | | | $ | [removed: 111,874] [added: 85,263] | | | $ | [removed: 101,702] [added: 111,874] | |

| Working [removed: capital(c)(d)] [added: capital(d)] | [removed: 169,569] [added: 188,040] | | | | [removed: 152,721] [added: 169,569] | | | | [removed: 172,380] [added: 152,721] | | | | [removed: 225,551] [added: 172,380] | | | | [removed: 211,768] [added: 225,551] | | |

| Total [removed: assets(d)] [added: assets] | [removed: 2,166,777] [added: 2,549,805] | | | | [removed: 1,959,335] [added: 2,166,777] | | | | [removed: 1,973,532] [added: 1,959,335] | | | | [removed: 2,120,755] [added: 1,973,532] | | | | [removed: 2,006,009] [added: 2,120,755] | | |

| Long-term debt(d) | [removed: 875,056] [added: 960,170] | | | | [removed: 575,138] [added: 875,056] | | | | [removed: 334,134] [added: 575,138] | | | | [removed: 395,102] [added: 334,134] | | | | [removed: 346,503] [added: 395,102] | | |

| Other non-current liabilities(e) | [removed: 204,957] [added: 301,452] | | | | [removed: 194,552] [added: 204,957] | | | | [removed: 218,108] [added: 194,552] | | | | [removed: 193,170] [added: 218,108] | | | | [removed: 240,886] [added: 193,170] | | |

| Shareholders’ equity(f) | [removed: 434,943] [added: 547,280] | | | | [removed: 580,457] [added: 434,943] | | | | [removed: 719,595] [added: 580,457] | | | | [removed: 935,052] [added: 719,595] | | | | [removed: 827,219] [added: 935,052] | | |

| (a) | Restructuring charges primarily relate to our global cost reduction programs. See Note 14 [added: and Note 17] to the audited consolidated financial statements. |

| (b) | Other charges (income), net [removed: consists primarily of interest income, (gains) losses from foreign currency transactions] [added: includes $1.7 million] and [removed: hedging activity, interest income,] [added: $1.1 million of acquisition costs for 2017] and [removed: other items.] [added: 2016, respectively.] Other charges (income), net for [removed: 2016] [added: 2017] also includes a one-time [added: gain of $3.4 million relating to the sale of a facility in Switzerland in connection with our initiative to consolidate certain Swiss operations into a new facility, while 2016 includes a one-time] non-cash pension settlement charge of $8.2 million related to a lump sum offering to former employees of our U.S. pension [removed: plan,] [added: plan. Other charges (income), net also includes (gains) losses from foreign currency transactions] and [removed: acquisition transaction costs of $1.1 million.] [added: hedging activities, interest income, and other items.] |

| [removed: (c)] [added: (d)] | Working capital represents total current assets net of cash, less total current liabilities net of short-term borrowings and current maturities of long-term debt. |

| (e) | Other non-current liabilities consist of pension and other post-retirement liabilities, [added: the long-term taxes payable of $48 million related to the Tax Cuts and Jobs Act,] plus certain other non-current liabilities. See Note 12 to the audited consolidated financial statements for pension and other post-retirement disclosures. |

| (f) | No dividends were paid during the five-year period ended December 31, [removed: 2016.] [added: 2017.] |

| (c) | Provision for taxes for 2017 includes a provisional one-time charge of $72 million for the implementation of the Tax Cuts and Jobs Act. Of this amount, $59 million is expected to be paid over a period of up to eight years. The estimated charge may change with the finalization of implementation. See Note 13 to the audited consolidated financial statements. |

| (d) | Certain reclassifications have been made to prior year amounts to conform to the current year presentation. |

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2016.][added: 2017.]

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated [removed: Framework (2013).]

Based on our assessment, we concluded that, as of December 31, [removed: 2016,] [added: 2017,] 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 their integrated audit [removed: report] [added: report,] which covers our internal control over financial [removed: reporting] [added: reporting,] which appears on page F-2.

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2016] [added: 2017] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Framework (2013).

| Olivier A. Filliol | | [removed: 50] [added: 51] | | President and Chief Executive Officer |

| Marc de La Guéronnière | | [removed: 53] [added: 54] | | Head of European and North American Market Organizations |

| William P. Donnelly | | [removed: 55] [added: 56] | | Executive Vice President |

| Michael Heidingsfelder | | [removed: 56] [added: 57] | | Head of Industrial |

| Simon Kirk | | [removed: 57] [added: 58] | | Head of Product Inspection |

| Christian Magloth | | [removed: 51] [added: 52] | | Head of Human Resources |

| Waldemar Rauch | | [removed: 54] [added: 55] | | Head of Process Analytics |

| Shawn P. Vadala | | [removed: 48] [added: 49] | | Chief Financial Officer |

Mr. Filliol served as Head of Global Sales, Service, and Marketing of the Company from April 2004 to December [removed: 2007,] [added: 2007] and Head of Process Analytics of the Company from June 1999 to December 2007.

[removed: Thomas Caratsch] [added: Peter Aggersbjerg] has been Head of Laboratory of the Company since January [removed: 2008.][added: 2018.]

Our Chief Executive [removed: Officer, Principal Financial Officer,] [added: Officer] and [removed: Principal Accounting] [added: Chief Financial] Officer [removed: also] provide certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 in connection with our quarterly and annual financial statement filings with the Securities and Exchange Commission.

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

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: 2017] [added: 2018] Proxy Statement.

| Peter Aggersbjerg | | 49 | | Head of Laboratory |

From February 2016 to December 2017, he served as the Head of our Laboratory Weighing strategic business unit.

He served as the Global BU Head for Medela's Neonatal Care business and a member of their Group management from February 2011 until joining the Company in February 2016.

Prior to Medela, Mr. Aggersbjerg was CEO for Swissimplant from July 2010 to February 2011, Vernal from October 2006 to December 2008, and Tytex from October 2001 to October 2006.

| Thomas Caratsch | | 58 | | Head of Laboratory |

From October 2007 to December 2007, he served as the Head of Business Development.

Prior to joining the Company in October 2007, he held various management positions with Hoffmann La Roche from 1987 to March 2007, including General Manager of Roche Instrument Center AG / Tegimenta AG and Head of Disetronic Medical Systems AG from January 2003 to August 2006.

The information appearing in the sections captioned “Board of Directors — General Information [removed: — Director] [added: —Director] Compensation,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” and “Additional Information — Compensation Committee Interlocks and Insider Participation” in the [removed: 2017] [added: 2018] Proxy Statement is incorporated by reference herein.

The information appearing in the section “Share Ownership” in the [removed: 2017] [added: 2018] Proxy Statement is incorporated by reference herein.

[added: Information appearing in “Securities Authorized for Issuance under] Equity Compensation Plans as of December 31, [removed: 2016”] [added: 2017”] is included within Note 11 to the financial statements.

Information appearing in “Securities Authorized for Issuance under

Director Independence — The information in the section “Board of Directors — General Information — Independence of the Board” in the [removed: 2017] [added: 2018] Proxy Statement is incorporated by reference herein.

Information appearing in the section “Audit Committee Report” in the [removed: 2017] [added: 2018] Proxy Statement is hereby incorporated by reference.

Date: February [removed: 2, 2017][added: 8, 2018]

| William P. Donnelly | | [removed: (Principal Financial Officer)] |

| Shawn P. Vadala | | [removed: (Principal Accounting Officer)] |

| 3.1 | [removed: Amended] [added: [Amended] and Restated Certificate of Incorporation of the [removed: Company(1)] [added: Company](http://www.sec.gov/Archives/edgar/data/1037646/0000895345-98-000141.txt) (1)] |

| 3.2 | [removed: Amended] [added: [Amended] By-laws of the Company, effective as of November 3, [removed: 2016(2)] [added: 2016](http://www.sec.gov/Archives/edgar/data/1037646/000103764616000068/exhibit312016amendedby-laws.htm) (2)] |

| 10.1 | [removed: Credit] [added: [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 December 17, [removed: 2015(3)] [added: 2015](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000036/exhibit1012015amendmentno3.htm) (3)] |

| 10.11 | [removed: Note] [added: [Note] Purchase Agreement dated as of 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.(4)] [added: America](http://www.sec.gov/Archives/edgar/data/1037646/000103764612000048/exhibit41.htm) (4)] |

| 10.12 | [removed: Note] [added: [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 [removed: America(5)] [added: America](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000028/a2013-asupplementtonotepur.htm) (5)] |

| 10.13 | [removed: Note] [added: [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 [removed: America.] [added: America](http://www.sec.gov/Archives/edgar/data/1037646/000103764614000020/exhibit41notepurchaseagree.htm)] (6) |

| 10.14 | [removed: Note] [added: [Note] Purchase Agreement [removed: dates] [added: dated] 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 [removed: Company.(7)] [added: Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000011/exhibit41euronotepurchasea.htm) (7)] |

| 10.20 | [removed: Mettler-Toledo] [added: [Mettler-Toledo] International Inc. 2004 Equity Incentive [removed: Plan(8)] [added: Plan](http://www.sec.gov/Archives/edgar/data/1037646/000115697304000354/u47210def14a.htm#113) (8)] |

| 10.21 | [removed: Mettler-Toledo] [added: [Mettler-Toledo] International Inc. 2007 Share Plan, effective February 7, [removed: 2008(9)] [added: 2008](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w23.htm) (9)] |

| 10.22 | [removed: Mettler-Toledo] [added: [Mettler-Toledo] International Inc. 2013 Equity Incentive [removed: Plan(10)] [added: Plan](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000026/s-8pos1997amendedandrestat.htm) (10)] |

| [removed: 10.23*] [added: 10.23] | [Form of Restricted Stock Unit [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1023formofrestr.htm)] [added: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1023formofrestr.htm) (11)] |

| [removed: 10.24*] [added: 10.24] | [Form of Performance Share Unit [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1024formofperfo.htm)] [added: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1024formofperfo.htm) (11)] |

| [removed: 10.25*] [added: 10.25] | [Performance Stock Option [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1025performance.htm)] [added: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1025performance.htm) (11)] |

| [removed: 10.26*] [added: 10.26] | [Form of Stock Option Agreement [removed: Directors](https://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1026formofstock.htm)] [added: Directors](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1026formofstock.htm) (11)] |

| [removed: 10.27*] [added: 10.27] | [Form of Stock Option Agreement [removed: CEO](https://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1027formofstock.htm)] [added: CEO](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1027formofstock.htm) (11)] |

| [removed: 10.28*] [added: 10.28] | [Form of Stock Option Agreement [removed: NEOs](https://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1028formofstock.htm)] [added: NEOs](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1028formofstock.htm) (11)] |

| 10.31 | [removed: Regulations] [added: [Regulations] of the POBS PLUS — Incentive Scheme for Senior Management of Mettler Toledo, effective as of November, [removed: 2006(11)] [added: 2006](http://www.sec.gov/Archives/edgar/data/1037646/000095015209001389/l35224aexv10w31.htm) (12)] |

| 10.32 | [removed: Regulations] [added: [Regulations] of the POBS PLUS — Incentive Scheme for Members of the Group Management of Mettler Toledo, effective as of January, [removed: 2009(11)] [added: 2009](http://www.sec.gov/Archives/edgar/data/1037646/000095015209001389/l35224aexv10w32.htm) (12)] |

| [removed: 10.50] [added: 10.50*] | [removed: Employment] [added: [Employment] Agreement between [removed: Thomas Caratsch] [added: Peter Aggersbjerg] and Mettler-Toledo International Inc., dated as of December [removed: 4, 2007(9)] [added: 15, 2017](https://www.sec.gov/Archives/edgar/data/1037646/000103764618000006/exhibit1050peteraggersbjer.htm)] |

| 10.51 | [removed: Employment] [added: [Employment] Agreement between Marc de La Guéronnière and Mettler-Toledo International Inc., dated as of January 27, [removed: 2011(12)] [added: 2011](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w57.htm) (13)] |

| 10.52 | [removed: Employment] [added: [Employment] Agreement between William Donnelly and Mettler-Toledo GmbH, dated as of November 10, [removed: 1997(1)] [added: 1997](http://www.sec.gov/Archives/edgar/data/1037646/0000895345-98-000141.txt) (1)] |

| 10.53 | [removed: Employment] [added: [Employment] Agreement between Olivier Filliol and Mettler-Toledo International Inc., dated as of November 1, [removed: 2007(13)] [added: 2007](http://www.sec.gov/Archives/edgar/data/1037646/000089534507000567/tpex10_1.htm) (14)] |

| 10.54 | [removed: Employment] [added: [Employment] Agreement between Michael Heidingsfelder and Mettler-Toledo International Inc., dated as of November 30, [removed: 2011] [added: 2011](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000005/mtd_exhibit1054x12312012.htm)] (16) |

| 10.55 | [removed: Employment] [added: [Employment] Agreement between Simon Kirk and Mettler-Toledo International Inc., dated as of November 28, [removed: 2011(16)] [added: 2011](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000005/mtd_exhibit1055x12312012.htm) (16)] |

| 10.56 | [removed: Employment] [added: [Employment] Agreement between Christian Magloth and Mettler-Toledo International Inc., dated as of March 22, [removed: 2010(12)] [added: 2010](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w58.htm) (13)] |

| 10.57 | [removed: Employment] [added: [Employment] Agreement between Waldemar Rauch and Mettler-Toledo International Inc., dated as of June 10, [removed: 2011(15)] [added: 2011](http://www.sec.gov/Archives/edgar/data/1037646/000103764612000011/mtd_exhibit1055x12312011.htm) (15)] |

| [removed: 10.59*] [added: 10.59] | [Employment Agreement between Shawn P. Vadala and Mettler-Toledo International Inc., dated as of October 24, [removed: 2016](https://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1059employmenta.htm)] [added: 2016](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1059employmenta.htm) (11)] |

| 10.60 | [removed: Form] [added: [Form] of Tax Equalization Agreement between Messrs. Caratsch, Filliol, Kirk, Magloth, and Spoerry, and Mettler-Toledo International Inc., dated October 10, [removed: 2007(9)] [added: 2007](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w58.htm) (9)] |

| 10.61 | [removed: Amendment] [added: [Amendment] to Employment Agreement between William Donnelly and Mettler-Toledo International, Inc. dated November 3, [removed: 2016] [added: 2016](http://www.sec.gov/Archives/edgar/data/1037646/000103764616000068/exhibit101amendmenttoemplo.htm)] (2) |

| 21* | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit2112312016.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/1037646/000103764618000006/mtd_exhibit2112312017.htm)] |

| 23.1* | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit23112312016.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1037646/000103764618000006/mtd_exhibit23112312017.htm)] |

| 31.1* | [Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit311x12312016.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764618000006/mtd_exhibit311x12312017.htm)] |

| 31.2* | [Certification of the [removed: Executive Vice President] [added: Chief Financial Officer] Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit31212312016.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764618000006/mtd_exhibit31212312017.htm)] |

| [removed: 31.3*] [added: 32*] | [Certification [removed: of the Chief Financial Officer] Pursuant to Section [removed: 302] [added: 906] of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit31312312016.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764618000006/mtd_exhibit3212312017.htm)] |

| [removed: (11)] [added: (12)] | Incorporated by reference to the Company’s Report on Form 10-K dated February 13, 2009 |

| [removed: (12)] [added: (11)] | Incorporated by reference to the [removed: Company's] [added: Company’s] Report on Form 10-K dated February [removed: 16, 2010] [added: 2, 2017] |

| [removed: (13)] [added: (14)] | Incorporated by reference to the Company’s Report on Form 8-K dated November 1, 2007 |

| /s/ Elisha Finney | | Director |

| Elisha Finney | | |

F-1

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Mettler-Toledo International Inc. and its subsidiaries as of December 31, 2017 and 2016 and the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2017, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2017 appearing on page S-1 (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for the excess tax benefits from stock option exercises in 2017.

Basis for Opinions

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

F-2

operating effectiveness of internal control based on the assessed risk.

Definition and Limitations of Internal Control over Financial Reporting

February 8, 2018

We have served as the Company’s auditor since 2005.

F-3

F-4

| Net earnings | $ | 375,972 | | | $ | 384,370 | | | $ | 352,820 | |

F-5

| Goodwill | 539,838 | | | | 476,378 | | |

F-6

| Exercise of stock options and restricted stock units | 270,413 | | | — | | | | — | | | | 38,586 | | | | (9,937 | | ) | | — | | | | 28,649 | | |

| Repurchases of common stock | (749,254 | ) | | — | | | | — | | | | (399,997 | | ) | | — | | | | — | | | | (399,997 | | ) |

| Effect of accounting change (Note 2) | — | | | — | | | | | | | | — | | | | 1,539 | | | | — | | | | 1,539 | | |

| Net earnings | — | | | — | | | | — | | | | — | | | | 375,972 | | | | — | | | | 375,972 | | |

| Balance at December 31, 2017 | 25,541,393 | | | $ | 448 | | | $ | 747,138 | | | $ | (3,368,182 | ) | | $ | 3,433,282 | | | $ | (265,406 | ) | | $ | 547,280 | |

F-7

| Net earnings | $ | 375,972 | | | $ | 384,370 | | | $ | 352,820 | |

| Amortization | 42,671 | | | | 36,052 | | | | 30,951 | | |

| Provisional one-time charge on US tax reform (see Note 13) | 71,982 | | | | — | | | | — | | |

| Gain on facility sale | (3,394 | | ) | | — | | | | — | | |

| Net cash provided by operating activities | 516,325 | | | | 460,758 | | | | 439,797 | | |

| Other financing activities | (7,205 | | ) | | (209 | | ) | | (1,366 | | ) |

| Net cash used in financing activities | (319,530 | | ) | | (163,605 | | ) | | (319,961 | | ) |

F-8

F-9

F-10

Shipping and handling costs charged to

| | | |

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

| 10.58 | Employment Agreement between Robert Spoerry and Mettler-Toledo International Inc., dated as of November 1, 2007(13) |

| 32* | [Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit3212312016.htm) |

F - 1

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

As described in note 2 to the consolidated financial statements, the Company changed the manner in which it presents deferred tax assets and liabilities.

February 2, 2017

F - 2

F - 3

F - 4

F - 5

| Balance at December 31, 2013 | 29,487,075 | | | $ | 448 | | | $ | 653,250 | | | $ | (1,721,030 | ) | | $ | 2,037,420 | | | $ | (35,036 | ) | | $ | 935,052 | |

| Exercise of stock options and restricted stock units | 373,431 | | | — | | | | — | | | | 39,374 | | | | (18,327 | | ) | | — | | | | 21,047 | | |

| Repurchases of common stock | (1,617,499 | ) | | — | | | | — | | | | (414,000 | | ) | | — | | | | — | | | | (414,000 | | ) |

| Tax benefit resulting from exercise of certain employee stock options | — | | | — | | | | 3,557 | | | | — | | | | — | | | | — | | | | 3,557 | | |

| Net earnings | — | | | — | | | | — | | | | — | | | | 338,241 | | | | — | | | | 338,241 | | |

F - 6

| Excess tax benefits from share-based payment arrangements | (17,680 | | ) | | (12,929 | | ) | | (3,557 | | ) |

| Net cash provided by operating activities | 443,078 | | | | 426,868 | | | | 418,912 | | |

| Excess tax benefits from share-based payment arrangements | 17,680 | | | | 12,929 | | | | 3,557 | | |

| Debt issuance costs | (209 | | ) | | (1,366 | | ) | | (941 | | ) |

| Net cash used in financing activities | (145,925 | | ) | | (307,032 | | ) | | (348,231 | | ) |

F - 7

Certain reclassifications have been made to prior year amounts to conform to the current year presentation.

F - 8

F - 9

F - 10

periods presented.

F - 11

shares for the years ended December 31, 2016, 2015, and 2014, respectively, relating to outstanding stock options and restricted stock units.

Such contracts limit the Company’s exposure to currency fluctuations on the items they hedge.

The Company also enters into foreign currency forward contracts, designated as cash flow hedges, to hedge certain forecasted intercompany sales.

Changes in fair value of outstanding foreign currency forward contract agreements that are effective as cash flow hedges are recognized in other comprehensive income as incurred.

F - 12

Additionally, the guidance requires improved disclosure to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized.

ASU 2016-10 provides guidance for identifying performance obligations as they pertain to immaterial promised goods or services, shipping and handling activities, and identifying when promises represent performance obligations.

ASU 2016-12 provides guidance for assessing collectability, presentation of sales taxes, noncash considerations, and completed contract modifications at transition.

In addition, contracts with end-customers typically do not exceed a year, and generally pertain to service contracts that represent an obligation to perform repair or other services on a customer's pre-defined equipment over the contract period.

The Company also sometimes enters into contracts with end-customers that comprise arrangements that require separate delivery of multiple goods and/or services, including post-shipment obligations such as installation.