Mettler-Toledo (MTD) 10-K risk factor changes: FY2018 vs FY2017

For example, our Chinese operations accounted for [removed: 17%] [added: 18%] of sales to external customers, approximately 30% of our global production, and [removed: 35%] [added: 37%] of total segment profit during [removed: 2017.][added: 2018.]

| • | 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: $101] [added: $145] million of cash at December 31, [removed: 2017] [added: 2018] in our Chinese subsidiaries; |

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

While we experienced strong growth in China in [removed: 2017,] [added: 2018,] we have also experienced sales declines in recent years and we may see volatility in the future.

Economic [removed: instability] [added: uncertainty] in many parts of the world, including [added: international trade disputes and] sovereign debt levels in the European Union and the United States, [removed: continues to be a situation] [added: are situations] that we are monitoring closely.

[removed: A] [added: In addition, a] potential financial crisis on financial institutions globally would likely have an adverse effect on the global capital markets and our business.

[removed: In addition, if] [added: If] developed countries were to experience slow growth or recession, we could see the following effects:

The impact on our earnings before tax of the Chinese renminbi weakening 1% against the U.S. dollar is a reduction of approximately [removed: $1.0] [added: $1.5] million to [removed: $1.2] [added: $1.7] million annually.

Based on our outstanding debt at December 31, [removed: 2017,] [added: 2018,] 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: $25.9] [added: $30.1] million in the reported U.S. dollar value of our debt.

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

We are vulnerable to system failures and data loss risks, [removed: 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, [removed: terrorist or hacker attacks,] malicious employees or employee negligence, computer viruses, [removed: ransomware,] and other events.

Despite any precautions we may take, such problems could result in interruptions in our services, fraudulent [added: or negligent] loss of assets, or unauthorized disclosure of confidential information, which could harm our reputation and financial condition.

Our business interruption [removed: and cyber liability] insurance 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.

Customers may use our products [added: and/or software] to generate or manage confidential information.

Though we take steps to ensure our products [added: and/or software] are secure, it is possible customers could lose confidential information stored on our products.

If a customer alleges [removed: security] [added: system] failures in our products [added: and/or software] cause or contribute to a loss, we could face harm to our reputation and financial condition and legal liability.

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

We estimate that we have [removed: approximately 75%] [added: more than 80%] of the program implemented, as measured in users.

[removed: In addition, the implementation will increase our reliance on a single] information technology system, which would have greater consequences should we experience a system disruption.

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

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

[removed: Our] effective tax rates and tax obligations could be adversely affected by changes in tax laws or rates, changes in the mix of earnings by jurisdiction, changes in the valuation of deferred tax assets and liabilities, and material adjustments from tax audits.

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

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

Companies must report annually whether or not such minerals originate from the Democratic Republic of Congo (DRC) and adjoining countries and in some cases [removed: to] perform extensive due diligence on their supply chains for such minerals.

These demands can include more transparency into the activities of our suppliers with [removed: regards] [added: regard] to human rights and sustainable sourcing.

Changes in [added: United States trade policy, including the imposition of tariffs and the resulting consequences, as well as other changes in] political policy in the United [removed: States] [added: States, China, the U.K.,] and certain European [removed: countries] [added: countries,] may also impact global trade or create uncertainty impacting our business.

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

These actions may restrict our access to [removed: lower cost countries, cause foreign governments to consider tougher trade terms for U.S. companies,] [added: lower-cost countries] or otherwise create uncertainty in global [removed: markets.][added: markets and make it more difficult or costly for us to import our products into certain countries.]

As of December 31, [removed: 2017,] [added: 2018,] our consolidated balance sheet included goodwill of [removed: $539.8] [added: $534.8] million and other intangible assets of [removed: $226.7] [added: $217.3] million.

The evaluation [removed: is] [added: may be] based on valuation models that estimate fair value.

As of December 31, [removed: 2017,] [added: 2018,] we had total indebtedness of approximately [removed: $831.2] [added: $856.6] million, net of cash of [removed: $148.7] [added: $178.1] million.

We have a revolving credit facility outstanding under which the Company and certain of its subsidiaries may borrow up to [removed: $800 million.][added: $1.1 billion.]

Our credit facility is provided by a group of [removed: 13] [added: 15] financial institutions, which individually have between [removed: 2%] [added: 1%] and [removed: 14%] [added: 11%] of the total funding commitment.

At December 31, [removed: 2017,] [added: 2018,] we had borrowings of [removed: $461.9] [added: $493.2] million outstanding under our credit facility.

This could result in us being unable to borrow the full [removed: $800 million] [added: $1.1 billion] amount available.

[added: 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 [removed: statements.]

| • | the financial position of our [removed: customers;] [added: customers and their willingness to pay for our products and services;] |

There is also currently economic uncertainty, including the potential impact of international trade/tariff disputes.

In addition, the implementation will increase our reliance on a single

Our business and financial performance may be adversely affected by a cybersecurity attack.

As described in the above section, we rely on our technology infrastructure to interact with suppliers, sell our products and services, fulfill orders, support our customers, and bill, collect and make payments.

Our system and processes may be susceptible to damage or interruption from cybersecurity incidents, such as terrorist or hacker attacks, the introduction of malicious computer viruses, ransomware, falsification of banking and other information, insider risk, or other security breaches.

If there is a cybersecurity incident, we may suffer interruptions in service, loss of assets or data, or reduced functionality.

Many of our systems are not redundant, and our disaster recovery planning is not sufficient for every eventuality a cybersecurity incident could cause.

Security breaches of our systems which allow inappropriate access to or inadvertent transfer of information and misappropriation or unauthorized disclosure of confidential information belonging to us or to our employees, customers, or suppliers could result in our suffering significant financial and reputational damage.

Customer may use our products and/or software to generate or manage critical information.

Though we take steps to ensure our products and/or software are secure, it is possible that a cyber attack could result in the loss or compromise of critical information.

If a customer alleges that a cyber attack causes or contributes to a loss or compromise of critical information, we could face harm to our reputation and financial condition.

While we attempt to mitigate cybersecurity risks by employing a number of proactive measures, including employee training and awareness, technical security controls, enhanced data protection, and maintenance of backup and protective systems, our systems remain potentially vulnerable to cybersecurity threats, any of which could have a material adverse effect on our business.

We believe our mitigation measures reduce, but cannot eliminate, the risk of a cybersecurity incident.

Despite any precautions we may take, a cybersecurity incident could harm our reputation and financial condition and cause us to incur legal liability and increased costs to respond to such events.

Our cyber liability insurance may not be sufficient to compensate us for losses that may result from interruptions in our services or asset or data loss as a result of cybersecurity incidents.

Our

The United States government has announced its intent to adopt a new approach to trade policy and in certain cases to renegotiate, or possibly terminate, certain existing trade agreements.

The United States government has also initiated tariffs on certain foreign goods, particularly those produced in China, and has raised the possibility of imposing further tariff increases or expanding the scope of the tariffs.

As a result, certain foreign governments, including the Chinese government, have imposed retaliatory tariffs on goods that their countries import from the United States.

The adoption and expansion of trade restrictions or other government action related to tariffs or trade agreements or policies could also lead to an economic downturn and/or could create unfavorable fluctuations in currency exchange rates (see above description "currency fluctuations affect our operating profits").

The adoption and expansion of trade restrictions or other governmental action related to tariffs or trade agreements or policies have the potential to adversely impact our business and financial performance.

In June 2016, voters in the U.K. approved an advisory referendum to withdraw from the European Union, commonly referred to as "Brexit".

The timing of the proposed exit is currently scheduled for March 2019, with a transition period running through December 2020.

Brexit has created political and economic uncertainty that may have a negative impact on U.K., European and global economic conditions, international trade flows, and foreign currency translation.

At this time, we cannot predict the potential impact of Brexit on our business.

However, Brexit could adversely effect our operating results and financial condition.

We are also required to estimate the fair value of certain assets acquired or liabilities assumed.

Such fair values may be based on valuation models which are subject to inherent uncertainties and our judgments regarding certain assumptions.

statements.

their commercial viability.

obtain a license.

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.

You should not

in the future.

Net sales in U.S. dollars increased [removed: 9%] [added: 8%] in [removed: 2017] [added: 2018] and [removed: 5%] [added: 9%] in [removed: 2016.][added: 2017.]

Excluding the effect of currency exchange rate fluctuations, or in local currencies, net sales increased [removed: 8%] [added: 6%] in [removed: 2017] [added: 2018] and [removed: increased 7%] [added: 8%] in [removed: 2016.][added: 2017.]

Net sales growth in local currencies during [removed: 2017] [added: 2018] reflected [removed: broad-based growth across most geographies and product categories as a result of favorable global market conditions and] strong execution of our growth [removed: initiatives.][added: initiatives and favorable global market conditions.]

We expect to continue to benefit from our strong global leadership positions, diversified customer base, [removed: robust] [added: innovative] product offering, investment in emerging markets, significant installed base, and the impact of our global sales and marketing programs.

[removed: Economic] [added: However, economic] conditions can also change quickly, particularly in emerging markets, and it is uncertain that favorable market conditions will continue.

With respect to our end-user markets, we experienced increased results during [removed: 2017] [added: 2018] 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 [removed: generally favorable during 2017.]

The local currency increase in net sales of our laboratory-related products during [removed: 2017] [added: 2018] was driven by strong growth in most product categories.

[removed: Our] [added: We also expect our] industrial markets [removed: continued] to [added: continue to] benefit from our customers' focus on brand protection and food safety within our product inspection end-market.

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

In [removed: 2018,] [added: 2019,] we expect to continue to pursue the overall business growth strategies which we have followed in recent years:

For example, over the past few years, we have added 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: 2018.][added: 2019.]

Emerging markets, comprising Asia (excluding Japan), Eastern Europe, Latin America, the Middle East, and Africa, account for approximately [removed: 34%] [added: 35%] of our total net sales.

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

We have approximately a 30-year track record in China, and our sales in Asia have grown more than [removed: 13%] [added: 14%] on a compound annual growth basis in local currencies since 1999.

Overall, market conditions in emerging markets were favorable during [removed: 2017.][added: 2018.]

We experienced a [removed: 12%] [added: 10%] increase in emerging market local currency sales during [removed: 2017] [added: 2018] versus the prior year, which included [removed: 19%] [added: 13%] local currency sales growth in China.

Within China, we continue to redeploy resources and sales and marketing efforts to the faster-growing segments of pharma, food safety, [added: chemical,] and environment.

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

However, emerging market sales can [removed: be volatile.]

We seek to accelerate product replacement cycles, as well as improve our product offerings and their capabilities with additional integrated technologies and [removed: software.][added: software which also supports our pricing differentiation.]

[added: For example, sophisticated data analytic tools] provide us new insights to further refine our price strategies and processes.

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

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

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

For example, during [removed: the third quarter of] 2017, we acquired the shares of Biotix, Inc., a [added: U.S.-based] manufacturer and distributor of plastic consumables associated with pipettes, including tips, tubes, and reagent reservoirs used in the life sciences market, [removed: based in the United States] for an initial cash payment of $105 [removed: million.][added: million plus additional cash consideration of $10 million that will be paid in the first quarter of 2019.]

Net sales were [removed: $2.7] [added: $2.9] billion for the year ended December 31, [removed: 2017,] [added: 2018,] compared to [removed: $2.5] [added: $2.7] billion in [removed: 2016] [added: 2017] and [removed: $2.4] [added: $2.5] billion in [removed: 2015.][added: 2016.]

This represents an increase of [removed: 9%] [added: 8%] in [removed: 2017] [added: 2018] and [removed: an increase of 5%] [added: 9%] in [removed: 2016] [added: 2017] in U.S. dollars and an increase of [removed: 8%] [added: 6%] and [removed: 7%] [added: 8%] in local currencies, respectively.

The Biotix and Troemner acquisitions contributed [added: approximately] 1% to [removed: our net] [added: local currency] sales in [added: 2018 and] 2017.

Global market conditions were favorable during [removed: 2017] [added: 2018,] and we continue to benefit from the execution of our global sales and marketing [removed: programs and development of] [added: programs,] our [removed: robust] [added: innovative] product [removed: portfolio.][added: portfolio, and investments in our field resources.]

In [removed: 2017,] [added: 2018,] our net sales by geographic destination increased in U.S. dollars [removed: 8%] [added: 5%] in the Americas, [removed: 6%] [added: 7%] in Europe, and [removed: 11%] [added: 12%] in Asia/Rest of World.

In local currencies, our net sales by geographic destination increased in [removed: 2017] [added: 2018] by [removed: 8%] [added: 5%] in the Americas, [removed: 5%] [added: 4%] in Europe, and [removed: 11%] [added: 10%] in Asia/Rest of World.

[removed: The Biotix and] Troemner acquisitions contributed approximately [added: 1% and] 2% to net sales in the Americas during [removed: 2017.][added: 2018 and 2017, respectively.]

As described in Note [removed: 17] [added: 3] to our audited consolidated financial statements, our net sales comprise product sales of precision instruments and related services.

Net sales of products increased [removed: 9%] [added: 8%] in U.S. dollars and [added: 6%] in local currencies during [removed: 2017] [added: 2018] and increased [removed: 5%] [added: 9%] in [added: both] U.S. dollars and [removed: 7%] in local currencies in [removed: 2016.][added: 2017.]

The Biotix and Troemner acquisitions contributed approximately [added: 1% and] 2% to our net sales of products during [removed: 2017.][added: 2018 and 2017, respectively.]

Service revenue (including spare parts) increased [removed: 7%] [added: 8%] in U.S. dollars and [added: 6%] in local currencies in [removed: 2017] [added: 2018] and increased [removed: 4%] [added: 7%] in [added: both] U.S. dollars and [removed: 6%] in local currencies in [removed: 2016.][added: 2017.]

Net sales of our [removed: laboratory-related] [added: laboratory] products and services, which represented approximately [removed: 50%] [added: 51%] of our total net sales in [removed: 2017,] [added: 2018,] increased 11% in U.S. dollars and [removed: 10%] [added: 9%] in local currencies during [removed: 2017.][added: 2018.]

The local currency increase in net sales of our [removed: laboratory-related] [added: laboratory] products during [removed: 2017] [added: 2018] includes strong growth in most product categories, [removed: particularly analytical instruments.][added: especially process analytics, pipettes, and automated chemistry.]

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

We also remain cautious as economic uncertainties exist in certain regions of the world, especially the potential impact of international trade/tariff disputes.

favorable during 2018.

Our industrial markets experienced favorable market conditions in China with strong growth despite challenging prior period comparisons.

Our food retailing sales increased during 2018 with strong project activity in the Americas.

Over the years, we have also broadened our product offering to the Asian markets.

be volatile.

While Chinese market conditions are currently favorable, there is uncertainty, including the potential impact of international trade disputes.

However, we remain cautious as market conditions are subject to change and economic uncertainties exist, particularly concerning international trade/tariff disputes.

The Biotix and

The local currency increase in net sales of our industrial products includes growth in core-industrial, offset in part by a slight decline in product inspection.

Food retailing experienced strong project activity in the Americas, while net sales in Europe declined in 2018 related to reduced customer activity.

The decrease in gross profit as a percentage of net sales for 2018 was primarily due to initial costs associated with a new manufacturing facility and product introductions, tariff costs, and unfavorable business mix, offset in part by favorable price realization.

In 2018, the U.S. government enacted tariffs on certain products imported from China.

The tariffs became effective at various points during 2018.

We estimate the associated annualized cost increase is approximately $25 million (assuming a 25% tariff rate).

We continue to evaluate and implement various actions to mitigate the effect of these tariffs.

The increase during 2018 includes investments in our field sales organization and growth initiatives, offset in part by benefits from our cost savings initiatives and lower variable cash incentives.

Non-service pension benefits were $6.2 million, $4.0 million and $9.8 million in 2018, 2017 and 2016, respectively.

Other charges (income), net in 2018 also includes a one-time gain of $18.7 million associated with the settlement of the Biotix acquisition contingent consideration, as well as a one time legal charge of $3 million.

Our reported tax rate was 21.4% during 2018, compared to 34.5% and 23.8% in 2017 and 2016, respectively.

The 2018 and 2017 reported tax rates include charges of $3.6 million and $72 million, respectively, associated with the Tax Cuts and Jobs Act described below.

In connection with the Act, we recorded charges of $3.6 million and $72 million during 2018 and 2017, respectively.

The increase in both total net sales and net sales to external customers of 7% in 2018 reflects particularly strong results in our laboratory products, as well as strong food retailing project activity.

These results were offset in part by a decrease in product inspection which had strong growth in 2017.

Segment profit decreased $16.1 million in our U.S. Operations segment during 2018, compared to an increase of $16.2 million during 2017, primarily due to initial costs associated with a new manufacturing facility and new product introductions, continued investments in our field and service organization, and increased tariff costs, offset in part by benefits from our margin expansion initiatives.

were flat in 2018, compared to an increase of 2% in U.S dollars and local currencies in 2017.

Net sales to external customers includes growth in industrial-related products, offset by a decline in food retailing.

| Segment profit | $ | 122,574 | | | $ | 123,841 | | | $ | 129,001 | | | (1)% | | (4)% |

The decrease in segment profit for 2018 includes higher research and development activity, an inter-segment product transfer, and roll-in costs associated with our Blue Ocean program, offset by benefits from our margin expansion initiatives and favorable currency translation.

While Chinese market conditions are currently favorable, there is uncertainty, including the potential impact of international trade/tariff disputes.

The Chinese economy has historically been volatile and market conditions may change unfavorably due to various factors.

| | 2018 | | | | 2017 | | | | 2016 | | | | Increase (Decrease) in % (1)2018 vs. 2017 | | Increase (Decrease) in % (1)2017 vs. 2016 |

| Segment profit | $ | 78,317 | | | $ | 72,681 | | | $ | 64,146 | | | 8% | | 13% |

Local currency sales growth during 2018 reflects strong growth in laboratory and core-industrial products.

The increase in 2018 is primarily related to higher net earnings, offset in part by higher cash incentive payments, the timing of tax payments, and a Transition Tax payment of $4.2 million (see below).

The increase is primarily related to investments in manufacturing facilities and information technology.

We also recorded a one-time gain of $18.7 million during 2018 related to the settlement of the Biotix acquisition contingent consideration.

In April 2018, two of our non-U.S. pension plans issued loans totaling $39.6 million (Swiss franc 38 million) to a wholly owned subsidiary of the Company.

The loans have the same terms and conditions which include an interest rate of Swiss franc LIBOR plus 87.5 basis points, a maturity date of April 2019 and a one year mutual renewal term and, as such, are classified as short-term debt on our consolidated balance sheet.

The proceeds were used to repay outstanding amounts on the Company's credit facility.

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

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.

We have broadened our product offering to the Asian markets and benefit as multinational customers shift production to China.

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

For example, sophisticated data analytic tools

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.

During 2016, we acquired substantially all of the assets of Henry Troemner LLC (Troemner), a supplier of lab equipment, weights, and weight calibration based in the United States for an aggregate purchase price of $95.8 million that has been integrated into our laboratory product offering.

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%.

The Troemner acquisition contributed approximately 1% to our net sales of service during 2017.

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.

The increase during 2017 includes higher cash incentive expense, investments in our field sales organization, and increased employee benefit costs.

Other charges in 2016 includes a one-time non-cash pension settlement charge of $8.2 million related to a lump sum offering to former employees of our U.S. pension plan.

Our annual effective tax rate was 22% for 2017 and 24% for both 2016 and 2015 excluding one-time charges in 2017 associated with the Tax Cuts and Job Act described below.

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.

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

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 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.

| Segment profit | $ | 117,324 | | | $ | 123,507 | | | $ | 107,424 | | | (5)% | | 15% |

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.

The increase in net sales to external customers during 2017 reflects very strong growth in most product categories.

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.

While Chinese market conditions have improved and are currently favorable, we will face difficult prior period comparisons in 2018 due to the strong performance in 2017.

| Segment profit | $ | 72,744 | | | $ | 64,060 | | | $ | 50,821 | | | 14% | | 26% |

The local currency increase in total net sales and net sales to external customers includes strong volume growth and increased price realization in several countries.

Segment profit increased $8.7 million in our Other segment during 2017, compared to an increase of $13.2 million during 2016.

The increase in 2017 is primarily related to higher net earnings.

Cash flow from investing activities in 2017 also includes proceeds of $9.9 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 2016 amount also includes a $37 million purchase of our previously leased pipette manufacturing facility.

We may also 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.

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

| Debt issuance costs, net | (1,082 | | ) | | (356 | | ) | | (1,438 | | ) |

Our business is geographically diversified, with net sales in [removed: 2017] [added: 2018] derived 31% from Europe, [removed: 39%] [added: 38%] from North and South America, and [removed: 30%] [added: 31%] from Asia and other countries.

We make a wide variety of precision laboratory instruments [removed: in the] [added: for] sample preparation, synthesis, analytical bench top, and material [removed: characterization areas.][added: characterization.]

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

The laboratory instruments and related service business accounted for approximately [removed: 50%] [added: 51%] of our net sales in [removed: 2017, 49%] [added: 2018, 50%] in [removed: 2016,] [added: 2017,] and [removed: 48%] [added: 49%] in [removed: 2015.][added: 2016.]

To [removed: cover] [added: respond to] a wide range of customer needs and [removed: price] [added: value/price] points, we market our balances in a range of product tiers offering different levels of functionality.

We also provide filter weighing and powder [added: and liquid] dosing automated systems.

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

Laboratory balances are primarily used in the pharmaceutical, [added: biotechnology, testing labs,] food, chemical, cosmetics, academia, and other industries.

Pipettes are used in [added: life science research] laboratories for dispensing small volumes of liquids.

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

Titrators measure the chemical composition of samples and are used in environmental and research laboratories as well as in quality control labs in the pharmaceutical, [added: testing labs,] food and beverage, and other industries.

Thermal analysis systems are used in nearly every industry, but primarily in the plastics and polymer [removed: industries] [added: industries, academia,] and increasingly in the pharmaceutical industry.

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

LabX provides full network capability; assists with workflow automation; has efficient, intuitive protocols; and enables customers to collect and archive data in compliance with the U.S. Food and Drug Administration’s traceability [added: and data integrity] requirements for electronically stored data (also known as 21 CFR Part 11).

Our [removed: current] automated chemistry solutions focus on selected applications in the chemical and drug discovery process.

[removed: 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 standards like the USP (US Pharmacopoeia) regulations for ultrapure water quality.

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

The industrial instruments and related service business accounted for approximately [removed: 42%] [added: 41%] of our net sales in [removed: 2017 and 2016] [added: 2018] and [removed: 43%] [added: 42%] in [removed: 2015.][added: 2017 and 2016.]

FreeWeigh.Net and FormWeigh.Net provide full network capability and enable customers to collect and archive data in compliance with [removed: FDA] [added: U.S. Food and Drug Administration's requirements,] 21 CFR Part 11.

All of our technologies are integrated with material handling systems to ensure the correct presentation of the customer’s product to the device and the secure rejection of non-conforming [removed: product.][added: product, and are frequently designed to comply with stringent hygiene standards.]

The retail business accounted for approximately 8% of our net sales in [removed: 2017] [added: 2018, 8% in 2017,] and 9% in [removed: 2016 and 2015.][added: 2016.]

Our principal customers include companies in the following key end markets: the life science industry (pharmaceutical and biotech companies, as well as independent research organizations); food and beverage producers; [removed: food retailers;] chemical, specialty chemicals, and cosmetics companies; [removed: the transportation and logistics industry; the metals industry; the electronics industry; and] [added: food retailers;] the [removed: academic community.]

We have a diversified customer base, with no single end-customer accounting for more than 1% of [removed: 2017] [added: 2018] net sales.

At December 31, [removed: 2017,] [added: 2018,] our sales and service group consisted of approximately [removed: 7,600] [added: 7,900] employees in sales, marketing and customer service (including related administration), and post-sales technical service, located in approximately 40 countries.

Service (representing service contracts, on demand services, and replacement parts) accounted for approximately 22% of our net sales in [added: 2018,] 2017, [removed: 2016,] and [removed: 2015.][added: 2016.]

Over the last three years, we have invested [removed: $368] [added: $389] million in research and development [removed: ($129.3] [added: ($141.1] million in [removed: 2017, $120.0] [added: 2018, $128.3] million in [removed: 2016,] [added: 2017,] and [removed: $119.1] [added: $119.2] million in [removed: 2015),] [added: 2016),] which is approximately 5% of net sales for each year.

We expect to make net investments in [added: a] new [removed: or expanded] manufacturing [removed: facilities] [added: facility] of [removed: $40 million to $50] [added: approximately $15] million over the next two years.

Our total [added: global] workforce was [removed: 15,400 throughout the world,] [added: 16,000,] including [removed: 13,800] [added: 14,200] employees and [removed: 1,600] [added: 1,800] temporary personnel, as of December 31, [removed: 2017,] [added: 2018,] and includes approximately [removed: 5,600] [added: 6,000] in Europe, 4,700 in North and South America, and [removed: 5,100] [added: 5,300] in Asia and other countries.

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) [added: implementing] 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 [removed: 2020] [added: 2025] by [removed: 20%] [added: 30%] (relative CO2 emissions per net sales compared with 2010) and at the same time realize financial benefits.

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

We estimate that we have [removed: approximately 75%] [added: more than 80%] of the program completed as measured in users.

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

| • | Ethical, [removed: Social] [added: Social,] and Quality Standards |

Our laboratory instruments have leading-edge embedded software and we also offer LabX, our PC-based laboratory software platform, to manage and analyze data generated from our instruments.

We also develop and produce high-value consumables such as pipette tips and tubes.

These service centers, combined with our advanced asset management solutions, provide our customers with innovative solutions to maintain their instruments and meet regulatory compliance.

Additionally, we provide industry-leading embedded software solutions that enable our customers to manage, optimize, and improve experiments as well as production scale-up.

Close to half of our process

transportation and logistics industry; the metals industry; the electronics industry; and the academic community.

Our solutions include sensor and analyzer technology for measuring pH,

We are confronted with new competitors in emerging

You may also read and copy these filings at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.

You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

| | | For the fiscal year ended December 31, [removed: 2017] [added: 2018] |

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Website, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or an emerging growth] company.

See the definitions of “large accelerated [removed: filer,”] [added: filer”,] “accelerated [removed: filer” and] [added: filer”,] “smaller reporting company” [added: and "emerging growth company"] in Rule 12b-2 of the Exchange Act.

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 [removed: Act o][added: Act.]

As of February [removed: 5, 2018] [added: 1, 2019] there were [removed: 25,472,835] [added: 24,795,237] 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: 2017] [added: 2018] (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: 2017)] [added: 2018)] was approximately [removed: $15.1] [added: $14.6] billion.

| Certain Sections of the Proxy Statement for [removed: 2018] [added: 2019] | | Part III |

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2017][added: 2018]

| [Item [removed: 1.](#sBBDD1D717C854FA6E65B6552BD3F92C7)] [added: 1.](#s9B7C131192C4C860391811D6AB4BC920)] | [removed: [Business](#sBBDD1D717C854FA6E65B6552BD3F92C7)] [added: [Business](#s9B7C131192C4C860391811D6AB4BC920)] | [removed: [4](#sBBDD1D717C854FA6E65B6552BD3F92C7)] [added: [4](#s9B7C131192C4C860391811D6AB4BC920)] |

| [Item [removed: 1A.](#sC12A466DD829AA29A66F6552BD72C3C7)] [added: 1A.](#s7FB20FF6A3CDF62DE64511D6AB81EFB1)] | [Risk [removed: Factors](#sC12A466DD829AA29A66F6552BD72C3C7)] [added: Factors](#s7FB20FF6A3CDF62DE64511D6AB81EFB1)] | [removed: [14](#sC12A466DD829AA29A66F6552BD72C3C7)] [added: [14](#s7FB20FF6A3CDF62DE64511D6AB81EFB1)] |

| [Item [removed: 1B.](#s1EC4B9903606D860DB016552BD94D105)] [added: 1B.](#s3FC74E35520FA307813811D6AB9EC86D)] | [Unresolved Staff [removed: Comments](#s1EC4B9903606D860DB016552BD94D105)] [added: Comments](#s3FC74E35520FA307813811D6AB9EC86D)] | [removed: [24](#s1EC4B9903606D860DB016552BD94D105)] [added: [25](#s3FC74E35520FA307813811D6AB9EC86D)] |

| [Item [removed: 2.](#s9D5C77833A2A9B1AF7516552B28A937C)] [added: 2.](#s158B60E120E1A9F101DF11D6A2FDD710)] | [removed: [Properties](#s9D5C77833A2A9B1AF7516552B28A937C)] [added: [Properties](#s158B60E120E1A9F101DF11D6A2FDD710)] | [removed: [24](#s9D5C77833A2A9B1AF7516552B28A937C)] [added: [25](#s158B60E120E1A9F101DF11D6A2FDD710)] |

| [Item [removed: 3.](#s3760D60F0228F64722036552BDE67232)] [added: 3.](#sA396246F1F300B4BD6EE11D6ABF2D013)] | [Legal [removed: Proceedings](#s3760D60F0228F64722036552BDE67232)] [added: Proceedings](#sA396246F1F300B4BD6EE11D6ABF2D013)] | [removed: [25](#s3760D60F0228F64722036552BDE67232)] [added: [26](#sA396246F1F300B4BD6EE11D6ABF2D013)] |

| | [Executive Officers of the [removed: Registrant](#s3760D60F0228F64722036552BDE67232)] [added: Registrant](#sA396246F1F300B4BD6EE11D6ABF2D013)] | [removed: [25](#s3760D60F0228F64722036552BDE67232)] [added: [26](#sA396246F1F300B4BD6EE11D6ABF2D013)] |

| [Item [removed: 5.](#sA9D8CA522FBEA19AB16A6552BE39B427)] [added: 5.](#sD8E166BC1C9558A0655C11D6AC47FF8E)] | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#sA9D8CA522FBEA19AB16A6552BE39B427)] [added: Securities](#sD8E166BC1C9558A0655C11D6AC47FF8E)] | [removed: [26](#sA9D8CA522FBEA19AB16A6552BE39B427)] [added: [27](#sD8E166BC1C9558A0655C11D6AC47FF8E)] |

| [Item [removed: 6.](#s68EB8E6C4756A4DADB1A6552BE6BE005)] [added: 6.](#s817529699C9EAAB75A0411D6AC7CA755)] | [Selected Financial [removed: Data](#s68EB8E6C4756A4DADB1A6552BE6BE005)] [added: Data](#s817529699C9EAAB75A0411D6AC7CA755)] | [removed: [29](#s68EB8E6C4756A4DADB1A6552BE6BE005)] [added: [30](#s817529699C9EAAB75A0411D6AC7CA755)] |

| [Item [removed: 7.](#s09E1666BA3E93DB19AC26552B28787FB)] [added: 7.](#s76A41FB81753065CBC8011D6A2C9E913)] | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s09E1666BA3E93DB19AC26552B28787FB)] [added: Operations](#s76A41FB81753065CBC8011D6A2C9E913)] | [removed: [31](#s09E1666BA3E93DB19AC26552B28787FB)] [added: [31](#s76A41FB81753065CBC8011D6A2C9E913)] |

| [Item [removed: 7A.](#sB72DCB2BF559565E8B556552BEEBDF72)] [added: 7A.](#sA512C311F22571E141A011D6AD861B20)] | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#sB72DCB2BF559565E8B556552BEEBDF72)] [added: Risk](#sA512C311F22571E141A011D6AD861B20)] | [removed: [47](#sB72DCB2BF559565E8B556552BEEBDF72)] [added: [48](#sA512C311F22571E141A011D6AD861B20)] |

| [Item [removed: 8.](#sC6A010537A5885C7983A6552BEF11799)] [added: 8.](#sC0EC0FEF6D82BB0A7E9E11D6AD926F47)] | [Financial Statements and Supplementary [removed: Data](#sC6A010537A5885C7983A6552BEF11799)] [added: Data](#sC0EC0FEF6D82BB0A7E9E11D6AD926F47)] | [removed: [47](#sC6A010537A5885C7983A6552BEF11799)] [added: [48](#sC0EC0FEF6D82BB0A7E9E11D6AD926F47)] |

| [Item [removed: 9.](#sEA5D283A68981327C7506552BF12D1EE)] [added: 9.](#s141C9E57E68AF649780111D6ADCA992A)] | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#sEA5D283A68981327C7506552BF12D1EE)] [added: Disclosure](#s141C9E57E68AF649780111D6ADCA992A)] | [removed: [47](#sEA5D283A68981327C7506552BF12D1EE)] [added: [48](#s141C9E57E68AF649780111D6ADCA992A)] |

| [Item [removed: 9A.](#s7B4E41A7CE531CC872E66552BF327EF9)] [added: 9A.](#s62619ED7EAC071933A7E11D6ADE7E30C)] | [Controls and [removed: Procedures](#s7B4E41A7CE531CC872E66552BF327EF9)] [added: Procedures](#s62619ED7EAC071933A7E11D6ADE7E30C)] | [removed: [47](#s7B4E41A7CE531CC872E66552BF327EF9)] [added: [48](#s62619ED7EAC071933A7E11D6ADE7E30C)] |

| [Item [removed: 9B.](#s087C511F12944E088B506552BF641DE8)] [added: 9B.](#s7A9DF4BFDB79585D0F1D11D6AE1814C2)] | [Other [removed: Information](#s087C511F12944E088B506552BF641DE8)] [added: Information](#s7A9DF4BFDB79585D0F1D11D6AE1814C2)] | [removed: [48](#s087C511F12944E088B506552BF641DE8)] [added: [49](#s7A9DF4BFDB79585D0F1D11D6AE1814C2)] |

| [PART [removed: III](#s74E736918628CF8844AA6552BF88F432)] [added: III](#s36724B4ABCB0E04D60FF11D6AE3906F5)] | | |

| [Item [removed: 10.](#sC6D42A4BF711E308FFDD6552BFB88182)] [added: 10.](#s50CFCE2DE2736469520611D6AE717D63)] | [Directors, Executive Officers, and Corporate [removed: Governance](#sC6D42A4BF711E308FFDD6552BFB88182)] [added: Governance](#s50CFCE2DE2736469520611D6AE717D63)] | [removed: [49](#sC6D42A4BF711E308FFDD6552BFB88182)] [added: [50](#s50CFCE2DE2736469520611D6AE717D63)] |

| [Item [removed: 11.](#s3A9D1C1C20B48FEE04C76552BFD93366)] [added: 11.](#sC63C28537950CE86B95011D6AE8C3DA2)] | [Executive [removed: Compensation](#s3A9D1C1C20B48FEE04C76552BFD93366)] [added: Compensation](#sC63C28537950CE86B95011D6AE8C3DA2)] | [removed: [50](#s3A9D1C1C20B48FEE04C76552BFD93366)] [added: [51](#sC63C28537950CE86B95011D6AE8C3DA2)] |

| [Item [removed: 12.](#s70CF5B7C7291E2923B9E6552C00D02C1)] [added: 12.](#sE1165346EA2E8B77091E11D6AEBE73CE)] | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s70CF5B7C7291E2923B9E6552C00D02C1)] [added: Matters](#sE1165346EA2E8B77091E11D6AEBE73CE)] | [removed: [50](#s70CF5B7C7291E2923B9E6552C00D02C1)] [added: [51](#sE1165346EA2E8B77091E11D6AEBE73CE)] |

| [Item [removed: 13.](#s7426A7EB7AA35C65149F6552C02C3F50)] [added: 13.](#s372A93B8799D852FC5CD11D6AEE041DC)] | [Certain Relationships and Related Transactions and Director [removed: Independence](#s7426A7EB7AA35C65149F6552C02C3F50)] [added: Independence](#s372A93B8799D852FC5CD11D6AEE041DC)] | [removed: [51](#s7426A7EB7AA35C65149F6552C02C3F50)] [added: [51](#s372A93B8799D852FC5CD11D6AEE041DC)] |

| [Item [removed: 14.](#sF12D7519E582390C32006552C05FB97E)] [added: 14.](#s1436203813AFA454C2E011D6AF123406)] | [Principal Accounting Fees and [removed: Services](#sF12D7519E582390C32006552C05FB97E)] [added: Services](#s1436203813AFA454C2E011D6AF123406)] | [removed: [51](#sF12D7519E582390C32006552C05FB97E)] [added: [52](#s1436203813AFA454C2E011D6AF123406)] |

| [Item [removed: 15.](#s58868E40E962CBE5AD726552C0B2379C)] [added: 15.](#sA5FD340218DFE0FE353E11D6AF64D5BA)] | [Exhibits and Financial Statement [removed: Schedules](#s58868E40E962CBE5AD726552C0B2379C)] [added: Schedules](#sA5FD340218DFE0FE353E11D6AF64D5BA)] | [removed: [51](#s58868E40E962CBE5AD726552C0B2379C)] [added: [52](#sA5FD340218DFE0FE353E11D6AF64D5BA)] |

10-K 1 mtd_10kx12312018.htm FORM 10-K 2018 ANNUAL REPORT

| [PART I](#sAB62BE187A88BAC4E7F011D6AB30AAEB) | | |

| [PART II](#s631106CFCDEDB29DA24B11D6AC2B3571) | | |

| [PART IV](#s8DDDFB7F64AB18E4C48811D6AF334BDA) | | |

| [Item 16.](#s0a14854b0fa6436aa9a4063e58182ea2) | [Form 10-K Summary](#s0a14854b0fa6436aa9a4063e58182ea2) | [52](#s0a14854b0fa6436aa9a4063e58182ea2) |

| [SIGNATURES](#sD78DAA332EBDA590CFFA11D697248A4D) | | |

| [EX-21](https://www.sec.gov/Archives/edgar/data/1037646/000103764619000010/mtd_exhibit3212312018.htm) | | |

| [EX-23.1](https://www.sec.gov/Archives/edgar/data/1037646/000103764619000010/mtd_exhibit2112312018.htm) | | |

| [EX-31.1](https://www.sec.gov/Archives/edgar/data/1037646/000103764619000010/mtd_exhibit311x12312018.htm) | | |

| [EX-31.2](https://www.sec.gov/Archives/edgar/data/1037646/000103764619000010/mtd_exhibit31212312018.htm) | | |

| [EX-32](https://www.sec.gov/Archives/edgar/data/1037646/000103764619000010/mtd_exhibit3212312018.htm) | | |

10-K 1 mtd10k12312017.htm 10-K

| Preferred Stock Purchase Rights | | New York Stock Exchange |

(Do not check if a smaller reporting company)

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

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

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

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

| EX-21 | | |

| EX-23.1 | | |

| EX-31.1 | | |

| EX-31.2 | | |

| EX-31.3 | | |

| EX-32 | | |

| Billerica, Massachusetts | | [removed: Leased] [added: Owned] | | U.S. Operations |

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

| Uznach, Switzerland | | Leased | | Swiss Operations |

| Schwerzenbach, Switzerland | | Leased | | Swiss Operations |

At February [removed: 5, 2018,] [added: 1, 2019,] there were [removed: 52] [added: 49] holders of record of common stock and [removed: 25,472,835] [added: 24,795,237] shares of common stock outstanding.

We estimate we have approximately [removed: 62,581] [added: 90,609] beneficial owners of common stock.

The following graph compares the cumulative total returns (assuming reinvestment of dividends) on $100 invested on December 31, [removed: 2012] [added: 2013] through December 31, [removed: 2017] [added: 2018] 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.

Comparison of Cumulative Total Return Among Mettler-Toledo International Inc., the [added: S&P 500 Index, and SIC Code 3826 Index — Laboratory Analytical Instruments]

[removed: ][added: ]

The share repurchases are expected to be funded from cash [removed: balances, borrowings, and cash] generated from operating [removed: activities.][added: activities, borrowings, and cash balances.]

We have purchased [removed: 26.7] [added: 27.5] million common shares since the inception of the program in 2004 through December 31, [removed: 2017,] [added: 2018,] at a total cost of [removed: $3.9] [added: $4.4] billion.

During the years ended December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] we spent [removed: $400] [added: $475] million and [removed: $500] [added: $400] million on the repurchase of [removed: 749,254] [added: 802,809] shares and [removed: 1,348,507] [added: 749,254] shares at an average price per share of [removed: $533.84] [added: $591.65] and [removed: $370.75,] [added: $533.84,] respectively.

We reissued [removed: 270,413] [added: 183,379] shares and [removed: 278,623] [added: 270,413] shares held in treasury for the exercise of stock options and restricted stock units during [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] respectively.

Our common stock is traded on the New York Stock Exchange under the symbol “MTD.”

| | 12/31/13 | 12/31/14 | 12/31/15 | 12/31/16 | 12/31/17 | 12/31/18 |

| Mettler-Toledo | $100 | $125 | $140 | $173 | $255 | $233 |

| S&P 500 Index | $100 | $114 | $115 | $129 | $157 | $150 |

| SIC Code 3826 Index | $100 | $114 | $126 | $128 | $175 | $194 |

| October 1 to October 31, 2018 | | 71,514 | | | $ | 571.57 | | | 71,514 | | | $ | 186,296 | |

| November 1 to November 30, 2018 | | 69,849 | | | 585.17 | | | | 69,849 | | | 2,145,421 | | |

| December 1 to December 31, 2018 | | 62,907 | | | 588.12 | | | | 62,907 | | | 2,108,423 | | |

| Total | | 204,270 | | | $ | 581.32 | | | 204,270 | | | $ | 2,108,423 | |

In November 2018, the Company's Board of Directors authorized an additional $2.0 billion to the share repurchase program which has $2.1 billion of remaining availability as of December 31, 2018.

Our common stock is traded on the New York Stock Exchange under the symbol “MTD.” The following table sets forth on a per share basis the high and low sales prices for consolidated trading in our common stock as reported on the New York Stock Exchange Composite Tape for the quarters indicated.

| | | | | | | | |

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

| | Common Stock Price Range | | | | | | |

| | High | | | | Low | | |

| 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 | |

| 2016 | | | | | | | |

| Fourth Quarter | $ | 429.91 | | | $ | 397.73 | |

| Third Quarter | $ | 419.83 | | | $ | 363.19 | |

| Second Quarter | $ | 385.50 | | | $ | 347.76 | |

| First Quarter | $ | 347.09 | | | $ | 298.14 | |

S&P 500 Index, and SIC Code 3826 Index — Laboratory Analytical Instruments

| | 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 |

| SIC Code 3826 Index | $100 | $147 | $168 | $186 | $188 | $258 |

| 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 | |

We have a share repurchase program of which there was $583.4 million common shares remaining to be repurchased under the program as of December 31, 2017.

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Net sales | $ | [removed: 2,725,053] [added: 2,935,586] | | | $ | [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] | |

| Amortization | [removed: 42,671] [added: 47,524] | | | | [removed: 36,052] [added: 42,671] | | | | [removed: 30,951] [added: 36,052] | | | | [removed: 29,185] [added: 30,951] | | | | [removed: 24,539] [added: 29,185] | | |

| Interest expense | [removed: 32,785] [added: 34,511] | | | | [removed: 28,026] [added: 32,785] | | | | [removed: 27,451] [added: 28,026] | | | | [removed: 24,537] [added: 27,451] | | | | [removed: 22,711] [added: 24,537] | | |

| Restructuring [removed: charges(a)] [added: charges(b)] | [removed: 12,772] [added: 18,420] | | | | [removed: 6,235] [added: 12,772] | | | | [removed: 11,148] [added: 6,235] | | | | [removed: 5,915] [added: 11,148] | | | | [removed: 19,830] [added: 5,915] | | |

| Earnings before taxes | [removed: 574,222] [added: 651,858] | | | | [removed: 504,193] [added: 574,222] | | | | [removed: 463,424] [added: 504,193] | | | | [removed: 445,004] [added: 463,424] | | | | [removed: 402,709] [added: 445,004] | | |

| Provision for [removed: taxes(c)] [added: taxes(d)] | [removed: 198,250] [added: 139,247] | | | | [removed: 119,823] [added: 198,250] | | | | [removed: 110,604] [added: 119,823] | | | | [removed: 106,763] [added: 110,604] | | | | [removed: 96,615] [added: 106,763] | | |

| Net earnings | $ | [removed: 375,972] [added: 512,611] | | | $ | [removed: 384,370] [added: 375,972] | | | $ | [removed: 352,820] [added: 384,370] | | | $ | [removed: 338,241] [added: 352,820] | | | $ | [removed: 306,094] [added: 338,241] | |

| Net earnings | $ | [removed: 14.62] [added: 20.33] | | | $ | [removed: 14.49] [added: 14.62] | | | $ | [removed: 12.75] [added: 14.49] | | | $ | [removed: 11.71] [added: 12.75] | | | $ | [removed: 10.22] [added: 11.71] | |

| Weighted average number of common shares | [removed: 25,713,575] [added: 25,215,674] | | | | [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] | | |

| Net earnings | $ | [removed: 14.24] [added: 19.88] | | | $ | [removed: 14.22] [added: 14.24] | | | $ | [removed: 12.48] [added: 14.22] | | | $ | [removed: 11.44] [added: 12.48] | | | $ | [removed: 9.96] [added: 11.44] | |

| Weighted average number of common and common equivalent shares | [removed: 26,393,783] [added: 25,781,324] | | | | [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] | | |

| Cash and cash equivalents | $ | [removed: 148,687] [added: 178,110] | | | $ | [removed: 158,674] [added: 148,687] | | | $ | [removed: 98,887] [added: 158,674] | | | $ | [removed: 85,263] [added: 98,887] | | | $ | [removed: 111,874] [added: 85,263] | |

| Working [removed: capital(d)] [added: capital(e)] | [removed: 188,040] [added: 182,987] | | | | [removed: 169,569] [added: 188,040] | | | | [removed: 152,721] [added: 169,569] | | | | [removed: 172,380] [added: 152,721] | | | | [removed: 225,551] [added: 172,380] | | |

| Total assets | [removed: 2,549,805] [added: 2,618,847] | | | | [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] | | |

| Long-term [removed: debt(d)] [added: debt(e)] | [removed: 960,170] [added: 985,021] | | | | [removed: 875,056] [added: 960,170] | | | | [removed: 575,138] [added: 875,056] | | | | [removed: 334,134] [added: 575,138] | | | | [removed: 395,102] [added: 334,134] | | |

| Other non-current [removed: liabilities(e)] [added: liabilities(f)] | [removed: 301,452] [added: 260,511] | | | | [removed: 204,957] [added: 301,452] | | | | [removed: 194,552] [added: 204,957] | | | | [removed: 218,108] [added: 194,552] | | | | [removed: 193,170] [added: 218,108] | | |

| Shareholders’ [removed: equity(f)] [added: equity(g)] | [removed: 547,280] [added: 590,063] | | | | [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: (a)] [added: (b)] | Restructuring charges primarily relate to our global cost reduction programs. See Note [removed: 14] [added: 15] and Note [removed: 17] [added: 18] to the audited consolidated financial statements. |

| [removed: (b)] [added: (c)] | Other charges (income), net includes [added: (gains) losses from foreign currency transactions and hedging activities, interest income, and other items. Other charges (income), net for 2018 includes a one-time gain of $18.7 million associated with the settlement of the Biotix acquisition contingent consideration, as well as a one-time legal charge of $3 million. 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, 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 plan. [removed: Other charges (income), net also includes (gains) losses from foreign currency transactions and hedging activities, interest income, and other items.] |

| [removed: (c)] [added: (d)] | Provision for taxes for [added: 2018 and] 2017 includes [removed: a provisional one-time charge] [added: charges] of [removed: $72] [added: $3.6] million [added: and $72 million, respectively,] for the implementation of the Tax Cuts and Jobs Act. Of this [added: aggregate] amount, [removed: $59] [added: $62] million is expected to be paid over a period of up to eight [removed: years. The estimated charge may change with the finalization of implementation.] [added: years beginning in 2018.] See Note [removed: 13] [added: 14] to the audited consolidated financial statements. |

| [removed: (d)] [added: (e)] | 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. |

| [removed: (e)] [added: (f)] | Other non-current liabilities consist of pension and other post-retirement liabilities, the long-term taxes payable of [added: $45 million and] $48 million [added: as of December 31, 2018 and 2017] related to the Tax Cuts and Jobs Act, plus certain other non-current liabilities. See Note [removed: 12] [added: 13] to the audited consolidated financial statements for pension and other post-retirement disclosures. |

| [removed: (f)] [added: (g)] | No dividends were paid during the five-year period ended December 31, [removed: 2017.] [added: 2018.] |

| Cost of sales(a) | 1,251,208 | | | | 1,149,302 | | | | 1,070,525 | | | | 1,040,510 | | | | 1,123,780 | | |

| Gross profit | 1,684,378 | | | | 1,575,751 | | | | 1,437,732 | | | | 1,354,937 | | | | 1,362,203 | | |

| Research and development(a) | 141,071 | | | | 128,308 | | | | 119,196 | | | | 118,557 | | | | 122,688 | | |

| Selling, general, and administrative(a) | 812,802 | | | | 794,861 | | | | 745,358 | | | | 717,022 | | | | 747,597 | | |

| Other charges (income), net(a)(c) | (21,808 | | ) | | (9,868 | | ) | | (1,328 | | ) | | (13,616 | | ) | | (12,723 | | ) |

| (a) | In accordance with the new accounting rules that went into effect on January 1, 2018, we reclassified a net pension benefit of $6.2 million, $4.0 million, $9.8 million, $12.7 million, and $15.0 million into other charges (income) from other income statement categories for the years ended December 31, 2018, 2017, 2016, 2015, and 2014, respectively, to be consistent with 2018 presentation. |

| | |

| --- | --- |

| Cost of sales | 1,151,740 | | | | 1,072,670 | | | | 1,043,454 | | | | 1,127,233 | | | | 1,097,041 | | |

| Gross profit | 1,573,313 | | | | 1,435,587 | | | | 1,351,993 | | | | 1,358,750 | | | | 1,281,931 | | |

| Research and development | 129,265 | | | | 119,968 | | | | 119,076 | | | | 123,297 | | | | 116,346 | | |

| Selling, general, and administrative | 787,464 | | | | 732,622 | | | | 700,810 | | | | 728,582 | | | | 692,693 | | |

| Other charges (income), net(b) | (5,866 | | ) | | 8,491 | | | | (867 | | ) | | 2,230 | | | | 3,103 | | |

Under the supervision and with the participation of our management, including the Chief Executive [removed: Officer, Principal Financial Officer,] [added: Officer] and [removed: Principal Accounting] [added: the Chief Financial] Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report.

Based upon that evaluation, the Chief Executive [removed: Officer, Principal Financial Officer,] [added: Officer] and [removed: Principal Accounting] [added: the Chief Financial] Officer have concluded that these disclosure controls and procedures are effective.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2017.][added: 2018.]

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 [added: Framework (2013).]

Based on our assessment, we concluded that, as of December 31, [removed: 2017,] [added: 2018,] the Company’s internal control over financial reporting is effective.

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2017] [added: 2018] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Framework (2013).

| Olivier A. Filliol | | [removed: 51] [added: 52] | | President and Chief Executive Officer |

| Peter Aggersbjerg | | [removed: 49] [added: 50] | | Head of Laboratory |

| Marc de La Guéronnière | | [removed: 54] [added: 55] | | Head of European and North American Market Organizations |

| Michael Heidingsfelder | | [removed: 57] [added: 58] | | Head of Industrial |

| Simon Kirk | | [removed: 58] [added: 59] | | Head of Product Inspection |

| Christian Magloth | | [removed: 52] [added: 53] | | Head of Human Resources |

| [removed: Waldemar Rauch] [added: Gerhard Keller] | | [removed: 55] [added: 51] | | Head of Process Analytics |

| Shawn P. Vadala | | [removed: 49] [added: 50] | | Chief Financial Officer |

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

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

Vadala joined the Company in 1997 and has been Chief Financial Officer since January [removed: 2014.][added: 2014, and also responsible for the Company's Pricing program since 2008.]

Mr. Vadala previously held various senior financial positions at the Company's Columbus, Ohio and Greifensee, Switzerland [removed: offices.][added: offices and was also responsible for Business Intelligence from 2010 to 2018.]

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: 2018] [added: 2019] Proxy Statement.

Gerhard Keller joined the Company in 1991 and has been Head of Process Analytics since July 2018 and Head of Pipettes since July 2013.

He previously was Head of Region East Asia/Pacific and has also served in various Sales and Marketing leadership functions in Europe and Asia Pacific.

Prior to joining the Company, he worked in Quality Control at Sandoz, now Novartis, in Switzerland.

joint venture responsible for all of Schindler's operations in Southeast Asia.

| William P. Donnelly | | 56 | | Executive Vice President |

William P.

Donnelly joined the Company in 1997 and has been Executive Vice President since January 2014.

He previously served as Chief Financial Officer of the Company since 1997, except for a two-year period when he ran the Company’s Product Inspection and Pipette businesses.

Mr. Donnelly is responsible for Investor Relations, Finance, Supply Chain Management, Information Technology, and the Company’s Blue Ocean Program.

Waldemar Rauch joined the Company in September 2000 as Head of our Ingold business.

He has served as Operating Manager since March 2004, was named Head of Process Analytics Division in January 2008, and joined the Group Management Committee in July 2011.

Prior to joining the Company, he worked in R&D at Siemens in Germany and held various technical management positions with Atomika Instruments in Germany as well as with Endress + Hauser Flowtec, a leading Swiss supplier of industrial measurement and automation equipment.

He is also responsible for the Company's Pricing and Business Intelligence programs.

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: 2018] [added: 2019] Proxy Statement is incorporated by reference herein.

The information appearing in the section “Share Ownership” in the [removed: 2018] [added: 2019] Proxy Statement is incorporated by reference herein.

Information appearing in “Securities Authorized for Issuance under Equity Compensation Plans as of December 31, [removed: 2017”] [added: 2018”] is included within Note [removed: 11] [added: 12] to the financial statements.

Director Independence — The information in the section “Board of Directors — General Information — Independence of the Board” in the [removed: 2018] [added: 2019] Proxy Statement is incorporated by reference herein.

Information appearing in the section “Audit Committee Report” in the [removed: 2018] [added: 2019] Proxy Statement is hereby incorporated by reference.

3.

SIGNATURES

Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Mettler-Toledo International Inc.

(Registrant)

Date: February 8, 2018

| | |

| --- | --- |

| By: | /s/ Olivier A. Filliol |

| | Olivier A. Filliol |

| | President and Chief Executive Officer |

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant as of the date set out above and in the capacities indicated.

| | | |

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

| Signature | | Title |

| /s/ Olivier A. Filliol | | President and Chief Executive Officer |

| Olivier A. Filliol | | |

| /s/ William P. Donnelly | | Executive Vice President |

| William P. Donnelly | | |

| /s/ Shawn P. Vadala | | Chief Financial Officer |

| Shawn P. Vadala | | |

| /s/ Olivier A. Filliol | | Director |

| /s/ Wah-Hui Chu | | Director |

| Wah-Hui Chu | | |

| /s/ Francis A. Contino | | Director |

| Francis A. Contino | | |

| /s/ Elisha Finney | | Director |

| Elisha Finney | | |

| /s/ Richard Francis | | Director |

| Richard Francis | | |

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

| Connie L. Harvey | | |

| /s/ Michael A. Kelly | | Director |

| Michael A. Kelly | | |

| /s/ Hans Ulrich Maerki | | Director |

| Hans Ulrich Maerki | | |

| /s/ Thomas P. Salice | | Director |

| Thomas P. Salice | | |

| /s/ Robert F. Spoerry | | Director |

| Robert F. Spoerry | | |

None.

EXHIBIT INDEX

| | |

| --- | --- |

| | |

| Exhibit | |

| No. | Description |

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

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

| [10.1](http://www.sec.gov/Archives/edgar/data/1037646/000103764618000019/exhibit1012018amendmentno4.htm) | [Credit Agreement among Mettler-Toledo International Inc. certain of its subsidiaries, JPMorgan Chase Bank, N.A. and certain other financial institutions, dated as of June 15, 2018](http://www.sec.gov/Archives/edgar/data/1037646/000103764618000019/exhibit1012018amendmentno4.htm)(3) |

| [10.11](http://www.sec.gov/Archives/edgar/data/1037646/000103764612000048/exhibit41.htm) | [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 America](http://www.sec.gov/Archives/edgar/data/1037646/000103764612000048/exhibit41.htm)(4) |

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

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

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

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

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

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

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

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

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

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

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

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

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

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

| [10.50](http://www.sec.gov/Archives/edgar/data/1037646/000103764618000006/exhibit1050peteraggersbjer.htm) | [Employment Agreement between Peter Aggersbjerg and Mettler-Toledo International Inc., dated as of December 15, 2017](http://www.sec.gov/Archives/edgar/data/1037646/000103764618000006/exhibit1050peteraggersbjer.htm)(14) |

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

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

| [10.53](http://www.sec.gov/Archives/edgar/data/1037646/000089534507000567/tpex10_1.htm) | [Employment Agreement between Olivier Filliol and Mettler-Toledo International Inc., dated as of November 1, 2007](http://www.sec.gov/Archives/edgar/data/1037646/000089534507000567/tpex10_1.htm)(15) |

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

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

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

| [10.57](http://www.sec.gov/Archives/edgar/data/1037646/000103764618000026/mtdexhibit1057employmentag.htm) | [Employment Agreement between Gerhard Keller and Mettler-Toledo International Inc., dated as of April 27, 2018](http://www.sec.gov/Archives/edgar/data/1037646/000103764618000026/mtdexhibit1057employmentag.htm)(17) |

| [10.58](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1059employmenta.htm) | [Employment Agreement between Shawn P. Vadala and Mettler-Toledo International Inc., dated as of October 24, 2016](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1059employmenta.htm)(11) |

| [10.59](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w58.htm) | [Form of Tax Equalization Agreement between Messrs. Filliol, Kirk, Magloth, and Spoerry, and Mettler-Toledo International Inc., dated October 10, 2007](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w58.htm)(9) |

| [10.60](http://www.sec.gov/Archives/edgar/data/1037646/000103764616000068/exhibit101amendmenttoemplo.htm) | [Amendment to Employment Agreement between William Donnelly and Mettler-Toledo International, Inc. dated November 3, 2016](http://www.sec.gov/Archives/edgar/data/1037646/000103764616000068/exhibit101amendmenttoemplo.htm) (2) |

| [21*](https://www.sec.gov/Archives/edgar/data/1037646/000103764619000010/mtd_exhibit2112312018.htm) | [Subsidiaries of the Company](https://www.sec.gov/Archives/edgar/data/1037646/000103764619000010/mtd_exhibit2112312018.htm) |

| [23.1*](https://www.sec.gov/Archives/edgar/data/1037646/000103764619000010/mtd_exhibit23112312018.htm) | [Consent of PricewaterhouseCoopers LLP](https://www.sec.gov/Archives/edgar/data/1037646/000103764619000010/mtd_exhibit23112312018.htm) |

E- 1

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