Mettler-Toledo (MTD) 10-K risk factor changes: FY2019 vs FY2018

[removed: Factors] [added: Factors] Affecting Our Future Operating [removed: Results][added: Results]

[removed: We] [added: *We] are subject to certain risks associated with our international operations and have a significant concentration of business in [removed: China.][added: China.*]

For example, our Chinese operations accounted for 18% of sales to external customers, approximately 30% of our global production, and [removed: 37%] [added: 34%] of total segment profit during [removed: 2018.][added: 2019.]

| • | countries may [removed: revise] [added: add to, revise,] or alter their respective legal and regulatory requirements; |

| • | 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: $145] [added: $165.5] million of cash at December 31, [removed: 2018] [added: 2019] in our Chinese subsidiaries; |

While we experienced [removed: strong] [added: solid] growth in China in [removed: 2018,] [added: 2019,] we have also experienced sales declines in [removed: recent] [added: past] years and we may see volatility in the future.

There is also currently economic uncertainty, [removed: including] [added: due in part to] the [removed: potential impact of international] [added: prolonged] trade/tariff [removed: disputes.][added: disputes with the United States.]

[removed: We] [added: *We] sell primarily to companies in developed countries.

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

[removed: Currency] [added: *Currency] fluctuations affect our operating [removed: profits.][added: profits.*]

We are [removed: most] [added: particularly] sensitive to changes in the exchange rates between the Swiss franc, euro, and U.S. dollar.

The impact on our earnings before tax of the Chinese renminbi weakening 1% against the U.S. dollar is a reduction of approximately [removed: $1.5] [added: $1.7] million to [removed: $1.7] [added: $1.9] million annually.

Based on our outstanding debt at December 31, [removed: 2018,] [added: 2019,] we estimate that a [removed: 10%] [added: 5%] weakening of the U.S. dollar against the currencies in which our debt is denominated would result in an increase of [removed: approximately $30.1] [added: $22.8] million in the reported U.S. dollar value of our debt.

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

In addition, concerns over the effect of this [added: type of] financial crisis on financial institutions in Europe and globally could have an adverse effect on the global capital markets and, more specifically, on the ability of our Company, our customers, suppliers, and lenders to finance their respective businesses, to access liquidity at acceptable financing costs, if at all, on the availability of supplies and materials, and on the demand for our products.

[removed: We] [added: *We] are vulnerable to system failures and data loss risks, which could harm our [removed: business.][added: business.*]

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

[added: reliance on a single] information technology system, which would have greater consequences should we experience a system disruption.

[removed: Our] [added: *Our] business and financial performance may be adversely affected by a cybersecurity [removed: attack.][added: attack.*]

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

[removed: We] [added: *We] operate in highly competitive markets, and it may be difficult for us to preserve operating margins, gain market share, and maintain a technological [removed: advantage.][added: advantage.*]

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

[removed: Our] [added: *Our] ability to manufacture and deliver products and services may be [removed: disrupted.][added: disrupted.*]

If we experience any significant disruption in these facilities for any reason, such as [added: the recent new strain of the Wuhan Coronavirus outbreak further described on page 20,] strikes or other labor unrest, power interruptions, [removed: cyber] [added: cybersecurity] attacks, fire, earthquakes, hurricanes, or other events beyond our control, we may be unable to satisfy customer demand for our products or services [removed: and lose] [added: resulting in lost] sales.

[removed: Our] [added: *Our] business would suffer if we were unable to obtain supplies of [removed: material.][added: material.*]

Some items are purchased from a limited or single source of supply, [removed: however,] and disruption of these sources could affect our ability to manufacture products.

[removed: Our] [added: *Our] product development efforts may not produce commercially viable products in a timely [removed: manner.][added: manner.*]

[removed: A] [added: *A] prolonged downturn or additional consolidation in the pharmaceutical, food and beverage, and chemical industries could adversely affect our operating results.

A reduction in the capital resources or government funding of our customers could reduce our [removed: sales.][added: sales.*]

A prolonged [added: global] economic [added: downturn, a] downturn [added: affecting one] or [added: more of these industries, or] additional consolidation in any of these industries could adversely affect our operating results.

In addition, the capital spending policies of our customers in these and other industries are based on a variety of factors we cannot control, including the resources available for purchasing [removed: equipment, the spending priorities among various types of equipment, and policies regarding capital expenditures.]

[removed: Unanticipated] [added: *Unanticipated] changes in our tax rates or additional income tax liabilities could impact our [removed: profitability.][added: profitability.*]

[added: 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.

[removed: Our] [added: *Our] tax expense and tax obligations could increase as a result of [removed: a] changing application of tax [removed: law.][added: law.*]

[removed: We] [added: *We] face risks related to sales through distributors and other third parties that we do not control, which could harm our [removed: business.][added: business.*]

[removed: A] [added: *A] terrorism attack, other geopolitical crisis, or widespread outbreak of an illness or other health [removed: issue] [added: issue, such as the Wuhan Coronavirus outbreak,] could negatively affect [added: various aspects of] our business, [removed: making] [added: including our workforce and supply chain, and make] it more difficult and expensive to meet our obligations to our customers, and could result in reduced demand from our [removed: customers.][added: customers.*]

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

Alternate sources may not be available or may result in delays in shipments to [added: us from] our [added: supply chain and subsequently to our] customers, each of which would affect our results of operations.

[removed: If] [added: *If] we cannot protect our intellectual property rights, or if we infringe or misappropriate the proprietary rights of others, our operating results could be [removed: harmed.][added: harmed.*]

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

| • | the adoption of new or expansion of current travel restrictions or the intensification of trade wars; |

In the short-term, we could also be impacted by the recent new strain of the Wuhan Coronavirus outbreak as further described on page 20.

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This has been proceeding on a staggered basis over a multi-year period.

We estimate that we have more than 80% of our users on the program and will continue to implement additional locations and functionality over the coming years.

In addition, the program has increased our

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In addition, regulatory or legislative action related to cybersecurity, privacy, and data protection worldwide, such as the European GDPR which went into effect in May 2018, may increase the costs to develop, implement, or secure our products or services.

We expect cybersecurity regulations to continue to evolve and be costly to implement.

If we violate or fail to comply with such regulatory or legislative requirements, we could be fined or otherwise sanctioned, and such fines or penalties could have a material adverse effect on our business and operations.

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their home markets.

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equipment, the spending priorities among various types of equipment, and policies regarding capital expenditures.

The Organization for Economic Co-Operation and Development ("OECD") is also performing an economic impact study that is expected to develop a solution to the digital economy, and also propose a supplement to the current transfer pricing arm's length standard for allocating profit.

While the OECD's current focus appears to be related to the digital economy and consumer businesses, there is a possibility that the OECD also proposes changes to business-to-business transfer pricing regulations.

Potential OECD changes impacting consumer businesses could also have an unfavorable effect on some of our key customer segments such as pharmaceutical, and food and beverage, which could result in a decline or delay in capital spending by our customers and a resulting decline in our revenues and lower profitability.

In addition to financial risk, actions of some of our distributors could cause reputational harm, especially if our products are involved.

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The occurrence of any of these events could have an adverse effect on our business results and financial condition.

We are also susceptible to a widespread outbreak of an illness or other health issue, such as the recent 2019 Coronavirus outbreak first reported in Wuhan, Hubei Province, China in December 2019 ("Wuhan Coronavirus"), resulting in thousands of confirmed cases in China and many additional cases identified in other countries in which we conduct business.

The outbreak of the Wuhan Coronavirus has caused the Chinese government to implement quarantines of Wuhan and surrounding areas and implement significant restrictions on travel.

The Chinese government has also implemented work restrictions that prohibit many employees from going to work.

These quarantines, travel bans, and other restrictions have been put in place on a national level until February 3, 2020, with several provinces in which we have manufacturing facilities and sales offices extending that date to February 9, 2020.

At this time, it is unclear if the Chinese government will further extend any of the current restrictions or if further restrictions will be put into place by the government.

In addition, many countries have placed significant bans on travel to and from China, with many countries and airlines suspending flights to and from mainland China.

As a result of pandemic outbreaks, including the Wuhan Coronavirus, businesses can be shut down, supply chains can be interrupted, slowed, or rendered inoperable, and individuals can become ill, quarantined, or otherwise unable to work and/or travel due to health reasons or governmental restrictions.

Governmental mandates may require forced shutdowns of our facilities for extended or indefinite periods.

In addition, these widespread outbreaks of illness, particularly in China, North America, Europe, or other locations (especially Asia Pacific) significant to our operations, could adversely affect our workforce resulting in serious health issues and absenteeism.

Pandemic outbreaks, including the Wuhan Coronavirus, could also substantially interfere with general commercial activity related to our supply chain and customer base, which could have a material adverse effect on our financial condition, results of operations, business, or prospects.

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obtain a license.

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On October 17, 2019, the U.K. Prime Minister and the E.U. agreed to new terms for the country's exit from the E.U., which now has all necessary parliamentary approvals.

On January 31, 2020, the U.K. formally left the E.U. The U.K. and the E.U. are now in a transition period, where they have until the end of 2020 to attempt to negotiate a new trade agreement.

If the U.K. leaves the E.U. without being able to negotiate an agreement, it may have an adverse impact on labor and trade and may create currency volatility.

In the absence of a future trade deal, the U.K.'s trade with the European Union and the rest of the world would be subject to tariffs and duties set by the World Trade Organization, resulting in possible higher importation costs of our products.

In addition, the movement of goods between the U.K. and the remaining member states of the E.U. may be subject to additional inspections and documentation checks, leading to possible delays at ports of entry and departure.

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This has been proceeding on a staggered basis over several years with the initial go-live rollout having occurred in 2010.

We estimate that we have more than 80% of the program implemented, as measured in users.

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

Our

Also, in 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.

Despite the implementation of certain precautions, we are susceptible to such outbreaks.

As a result of such events, businesses can be shut down and individuals can become ill, quarantined, or otherwise unable to work.

These events, particularly in North America, Europe, China, or other locations significant to our operations, could adversely affect general commercial activity, which could have a material adverse effect on our financial condition, results of operations, business, or prospects.

In addition, a curtailment of our product design operations could result in delays in the development of new products.

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.

statements.

[removed: The] [added: *The] following discussion and analysis of our financial condition and results of operations should be read together with our [removed: audited] consolidated financial [removed: statements.][added: statements.*]

[removed: Overview][added: Overview]

Net sales in U.S. dollars increased [removed: 8%] [added: 2%] in [removed: 2018] [added: 2019] and [removed: 9%] [added: 8%] in [removed: 2017.][added: 2018.]

Excluding the effect of currency exchange rate fluctuations, or in local currencies, net sales increased [removed: 6%] [added: 5%] in [removed: 2018] [added: 2019] and [removed: 8%] [added: 6%] in [removed: 2017.][added: 2018.]

[removed: We expect to] [added: Global market conditions were generally favorable during 2019 and we] continue to benefit from our strong global leadership positions, diversified customer base, innovative product offering, investment in emerging markets, significant installed base, and the impact of our global sales and marketing programs.

Examples of these programs include identifying and investing in growth and market penetration opportunities, more effectively pricing our products and services, increasing our sales force effectiveness through improved [removed: guidance,] [added: guidance] and [added: redirecting resources to our most promising growth opportunities, increased digitalization tools, and] continuing to optimize our lead generation and lead nurturing processes.

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

[removed: We also remain cautious as economic] [added: Economic] uncertainties [added: also] exist in certain regions of the world, [removed: especially] [added: including] the potential impact [removed: of] [added: from prolonged] international trade/tariff disputes.

With respect to our end-user markets, we experienced increased results during [removed: 2018] [added: 2019] 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.

The local currency increase in net sales of our laboratory-related products during [removed: 2018 was driven by] [added: 2019 included] strong growth in most product categories.

Emerging market [removed: economies] [added: economies, especially China,] have historically been an important source of growth based upon the expansion of their domestic economies, [removed: as well as increased exports as companies have moved production] [added: and we expect this] to [removed: low-cost countries.][added: be a continued source of future growth.]

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

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

Traditionally the spending levels in this sector have experienced more volatility than our other [removed: customer sectors] [added: end markets] due to the timing of customer project activity and new regulations.

In [removed: 2019,] [added: 2020,] we expect to continue to pursue the overall business growth strategies which we have followed in recent years:

[added: *Gaining Market Share.*] Our global sales and marketing initiative, “Spinnaker,” continues to be an important growth strategy.

[removed: For example, over] [added: Over] the past few years, we have [added: also] 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: 2019.][added: 2020.]

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

While this initiative is broad-based, efforts to improve these processes include leveraging [added: of] big data analytics to identify, 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 marketing, and leads generation and nurturing activities.

[removed: Our] [added: In addition, our] comprehensive service offerings, and our initiatives to globalize and harmonize these offerings, help us further penetrate developed markets.

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

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

[removed: We] [added: Overall, we] experienced a [removed: 10%] [added: 5%] increase in emerging market local currency sales during [removed: 2018] [added: 2019] versus the prior year, which included [removed: 13%] [added: 9%] local currency [removed: sales growth in China.]

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

We believe the long-term growth of these segments will be favorably impacted by the Chinese government's emphasis on science, high-value industries, [removed: and] product [removed: quality.][added: quality, and food safety.]

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

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

[removed: The] [added: While] Chinese [added: market conditions have been favorable, the Chinese] economy has historically been volatile and market conditions may change unfavorably due to various factors.

[removed: Extending] [added: *Extending] Our Technology [removed: Lead.][added: Lead.* We continue to focus on product innovation.]

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

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

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

SternDrive is our global [added: operational excellence] program for continuous improvement efforts within our supply chain, manufacturing, and back-office operations.

Our cost leadership and productivity initiatives are also focused on continuously improving our invested capital efficiency, such as reducing our working capital [removed: levels] [added: levels, increasing our order to cash cycle] and ensuring appropriate returns on our expenditures.

[added: *Pursuing Strategic Acquisitions.*] We seek to pursue "bolt-on" acquisitions that may leverage our global sales and service network, respected brand, extensive distribution channels, and technological leadership.

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

[removed: Results] [added: Results] of Operations — [removed: Consolidated][added: Consolidated]

[removed: Net sales][added: *Net sales*]

Net sales were [removed: $2.9] [added: $3.0] billion for the year ended December 31, [removed: 2018,] [added: 2019,] compared to [removed: $2.7] [added: $2.9] billion in [removed: 2017] [added: 2018] and [removed: $2.5] [added: $2.7] billion in [removed: 2016.][added: 2017.]

This represents an increase of [removed: 8%] [added: 2%] in [removed: 2018] [added: 2019] and [removed: 9%] [added: 8%] in [removed: 2017] [added: 2018] in U.S. dollars and an increase of [removed: 6%] [added: 5%] and [removed: 8%] [added: 6%] in local currencies, respectively.

Net sales were reduced by 1% in 2019 related to a significant decline in food retailing as further explained below.

The Wuhan Coronavirus, as further described on page 20, also creates uncertainties and risks and we expect our sales in China may decline during the first quarter 2020.

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Demand from these markets was favorable during 2019 and we benefited from our robust product portfolio and sales and marketing initiatives.

Our industrial sales benefited in 2019 from our focus on the more attractive, faster-growing segments of the market and strong execution of our growth initiatives in each region.

However, product inspection was impacted by a lack of global roll-outs in the last two years at our large packaged food customers.

Our food retailing sales decreased significantly during 2019 primarily due to unfavorable market conditions and the timing of project activity.

We have also added digitalization tools to gain efficiencies in our field sales force.

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sales growth in China.

Net sales were reduced by 1% in 2019 related to a significant decline in food retailing.

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investments in our field resources.

However, we remain cautious due to uncertainty in the global macroeconomic environment.

As previously mentioned, the Wuhan Coronavirus also creates uncertainties and risks and we expect our sales in China may decline during the first quarter of 2020.

Net sales in the Americas was reduced by 2% related to a significant decline in food retailing sales primarily due to unfavorable market conditions and the timing of project activity.

The decline in food retailing is primarily due to unfavorable market conditions and the timing of project activity.

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The 2019 reported tax rate includes a net benefit of $15.8 million associated with Swiss tax reform described below.

In May 2019, a public referendum was held in Switzerland that approved Swiss federal tax reform proposals previously approved by Swiss Parliament.

Additional changes in Swiss cantonal law were enacted in October 2019.

The changes in Swiss federal tax had an immaterial effect on our financial statements.

We recognized a discrete non-cash net deferred tax benefit of $15.8 million as a result of the enactment of the cantonal law in the fourth quarter of 2019.

A further description of Swiss tax reform is in Note 14 to our consolidated financial statements.

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We also experienced strong growth in core-industrial products, partially offset by a significant decline in food retailing primarily due to unfavorable market conditions and the timing of project activity which reduced total net sales and net sales to external customers by 2% in 2019.

Segment profit increased $48.5 million in our U.S. Operations segment during 2019, compared to a decrease of $16.1 million during 2018.

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| *(1)* | *Represents U.S. dollar growth for net sales and segment profit.* |

| *(1)* | *Represents U.S. dollar growth for net sales and segment profit.* |

In particular, we expect our sales in China may decline during the first quarter of 2020 related to the Wuhan Coronavirus.

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| | 2019 | | | | 2018 | | | | 2017 | | | | Increase (Decrease) in % (1)2019 vs. 2018 | | Increase (Decrease) in % (1)2018 vs. 2017 |

| *(1)* | *Represents U.S. dollar growth for net sales and segment profit.* |

Local currency growth in net sales to external customers included solid growth in most product categories.

The decrease in segment profit during 2019 is primarily related to investments in field sales and service and unfavorable currency translation, offset in part by increased local currency net sales.

The decrease in 2019 is primarily related to prior year investments in manufacturing facilities.

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*Senior Notes and Credit Facility Agreement*

| 1.30% EUR 135 million fifteen-year Senior Notes due November 6, 2034 | — | | | | 151,413 | | | | 151,413 | | |

Net sales growth in local currencies during 2018 reflected strong execution of our growth initiatives and favorable global market conditions.

Demand from these markets was

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.

Gaining Market Share.

Expanding Emerging Markets.

Overall, market conditions in emerging markets were favorable during 2018.

be volatile.

We continue to focus on product innovation.

Expanding Our Margins.

As previously mentioned, shifting production to China has also been an important component of our cost savings initiatives.

Pursuing Strategic Acquisitions.

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

The Biotix and

Troemner acquisitions contributed approximately 1% and 2% to net sales in the Americas during 2018 and 2017, respectively.

The Biotix acquisition also contributed approximately 2% to our net sales growth of laboratory-related products and services.

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

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

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

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

Net sales to external customers in our U.S. Operations during 2018 also benefited approximately 3% from the Biotix acquisition.

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.

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

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

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

As further described in Note 10 of our Consolidated Financial Statements, we have the following Senior Notes.

Interest is payable semi-annually in June and December.

The 4.10% Senior Notes are senior unsecured obligations of the Company.

Interest on the 4.10% Senior Notes is payable semi-annually in March and September of each year.

In 2014, we entered into an agreement to issue and sell $250 million of ten-year Senior Notes in a private placement.

We issued $125 million with a fixed interest rate of 3.84% ("3.84% Senior Notes") in September 2014 and issued $125 million with a fixed interest rate of 4.24% ("4.24% Senior Notes") in June 2015.

The Senior Notes are senior unsecured obligations of the Company.

Interest on the 3.84% Senior Notes is payable semi-annually in March and September each year.

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

The Euro Senior Notes are senior unsecured obligations of the Company.

In 2018, we entered into an amended $1.1 billion Credit Agreement (the "Credit Agreement"), which amended our $800 million Amended and Restated Credit Agreement (the "Prior Credit Agreement").

As of December 31, 2018, approximately $600.7 million was available under the facility.

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

With proven growth strategies and a focus on execution, we have achieved a [removed: long term] [added: long-term] track record of strong financial performance.

Our business is geographically diversified, with net sales in [removed: 2018] [added: 2019] derived [removed: 31%] [added: 30%] from Europe, [removed: 38%] [added: 39%] from North and South America, and 31% from Asia and other countries.

[removed: Business Segments][added: Business Segments]

See Note [removed: 17] [added: 19] to the [removed: audited] consolidated financial statements and Item 7.

[removed: Laboratory Instruments][added: Laboratory Instruments]

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

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

The laboratory instruments and related service business accounted for approximately [removed: 51%] [added: 52%] of our net sales in [removed: 2018, 50%] [added: 2019, 51%] in [removed: 2017,] [added: 2018,] and [removed: 49%] [added: 50%] in [removed: 2016.][added: 2017.]

[removed: Laboratory Balances][added: *Laboratory Balances*]

[removed: Pipettes][added: *Pipettes*]

[removed: Analytical Instruments][added: *Analytical Instruments*]

We also [added: manufacture and] sell density and refractometry instruments, which measure chemical concentrations in solutions.

[removed: Laboratory Software][added: *Laboratory Software*]

[removed: Automated] [added: *Automated] Chemistry [removed: Solutions][added: Solutions*]

[removed: Process Analytics][added: *Process Analytics*]

[removed: Industrial Instruments][added: Industrial Instruments]

The industrial instruments and related service business accounted for approximately 41% of our net sales in [added: 2019 and] 2018 and 42% in [removed: 2017 and 2016.][added: 2017.]

[removed: Industrial] [added: *Industrial] Weighing [removed: Instruments][added: Instruments*]

[removed: Industrial Terminals][added: *Industrial Terminals*]

[removed: Transportation] [added: *Transportation] and [removed: Logistics][added: Logistics*]

[removed: Vehicle] [added: *Vehicle] Scale [removed: Systems][added: Systems*]

[removed: Industrial Software][added: *Industrial Software*]

[removed: Product Inspection][added: *Product Inspection*]

[removed: Retail] [added: Retail] Weighing [removed: Solutions][added: Solutions]

The retail business accounted for approximately [removed: 8%] [added: 7%] of our net sales in [removed: 2018,] [added: 2019 and] 8% in [removed: 2017,] [added: 2018] and [removed: 9% in 2016.][added: 2017.]

[removed: Customers] [added: Customers] and [removed: Distribution][added: Distribution]

We have a diversified customer base, with no single end-customer accounting for more than 1% of [removed: 2018] [added: 2019] net sales.

[removed: Sales] [added: Sales] and [removed: Service][added: Service]

[removed: Market Organizations][added: *Market Organizations*]

We maintain [removed: geographically focused] [added: geographically-focused] market organizations around the world that are responsible for all aspects of our sales and service.

At December 31, [removed: 2018,] [added: 2019,] our sales and service group consisted of approximately [removed: 7,900] [added: 8,150] employees in sales, marketing and customer service (including related administration), and post-sales technical service, located in approximately 40 countries.

[removed: Service][added: *Service*]

Service (representing service contracts, on demand services, and replacement parts) accounted for approximately 22% of our net sales in [added: 2019,] 2018, [removed: 2017,] and [removed: 2016.][added: 2017.]

[removed: Research] [added: Research] and Development and [removed: Manufacturing][added: Manufacturing]

[removed: Producing Organizations][added: *Producing Organizations*]

[removed: Research] [added: *Research] and [removed: Development][added: Development*]

Over the last three years, we have invested [removed: $389] [added: $413] million in research and development [removed: ($141.1] [added: ($144] million in [removed: 2018, $128.3] [added: 2019, $141] million in [removed: 2017,] [added: 2018,] and [removed: $119.2] [added: $128] million in [removed: 2016),] [added: 2017),] which is approximately 5% of net sales for each year.

[removed: Manufacturing][added: *Manufacturing*]

We expect to make net investments in [removed: a] new manufacturing [removed: facility] [added: facilities] of approximately $15 million [removed: over the next two years.][added: to $20 million in 2020.]

[removed: Backlog; Seasonality][added: Backlog; Seasonality]

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

We also have regional logistics hubs to satisfy customer delivery requirements while optimizing our logistic processes.

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

Approximately 7,200 employees are represented by collective bargaining or another arrangement organized to represent employee interests.

We designed our GreenMT program to pursue environmental, social, and governance priorities where we can have a significant impact.

We do this in five key areas: (1) keeping our operations sustainable over the long-term by ensuring we use resources efficiently, (2) helping our customers to be sustainable in their businesses by offering green products and services, (3) promoting responsible practices within our supply chain, (4) ensuring an engaged workforce through fair, attractive, safe, and development-minded workplaces, and (5) following corporate governance best practices.

We have set a number of goals relating to our GreenMT sustainability program, including reducing our carbon footprint and other environmental, social, and governance goals.

We report annually on our progress in our Corporate Responsibility Report, available on www.mt.com/sustainability.

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

It is possible that these sites, as well as disposal sites

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

| • | Corporate Responsibility Report |

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

We operate our pipette business with the Rainin and Biotix brand names.

Labor unions do not represent a substantial number of our employees.

Approximately 600 employees in Germany and France are represented by unions.

Our GreenMT program is designed to help save energy and resources.

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) 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 2025 by 30% (relative CO2 emissions per net sales compared with 2010) and at the same time realize financial benefits.

We estimate that we have more than 80% of the program completed as measured in users.

The SEC maintains a website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

| • | Sustainability Report |

[removed: Executive] [added: Executive] Officers of the [removed: Registrant][added: Registrant]

[removed: PART II][added: PART II]

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

[removed: UNITED] [added: UNITED] STATES SECURITIES AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Form 10-K][added: Form 10-K]

| [removed: (Mark One)] [added: (Mark One)] | | | [added: |]

| [removed: þ] [added: ☒] | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: |]

| | | For the fiscal year ended December 31, [removed: 2018] [added: 2019] | [added: |]

| [removed: o] [added: ☐] | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: |]

| | | For the transition period from to | [added: |]

[removed: Commission] [added: Commission] file [removed: number 001-13595][added: number 001-13595]

[removed: Mettler-Toledo] [added: Mettler-Toledo] International [removed: Inc.][added: Inc.]

[removed: (Exact] [added: *(Exact] name of registrant as specified in its [removed: charter)][added: charter)*]

| [removed: (State] [added: *(State] or other jurisdiction [removed: of incorporation] [added: of* *incorporation] or [removed: organization)] [added: organization)*] | [removed: (I.R.S. Employer Identification No.)] [added: *(I.R.S. Employer* *Identification No.)*] |

[removed: (Address] [added: *(Address] of principal executive offices) (Zip [removed: Code)][added: Code)*]

[removed: 1-614-438-4511] [added: 1-614\-438-4511] and [removed: +41-44-944-22-11][added: +41-44\-944-22-11]

[removed: (Registrant’s] [added: *(Registrant’s] telephone number, including area [removed: code)][added: code)*]

| Title of [removed: Each Class] [added: each class] | [added: Trading Symbol] | Name of [removed: Each Exchange] [added: each exchange] on [removed: Which Registered] [added: which registered] |

| Common Stock, $0.01 par value | [added: MTD] | New York Stock Exchange |

Yes [removed: þ] [added: ý] No [removed: o][added: ☐]

Yes [removed: o] [added: ☐] No [removed: þ][added: ý]

(Check one): [added: Large accelerated filer.]

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

As of [removed: February 1, 2019] [added: January 31, 2020] there were [removed: 24,795,237] [added: 24,052,834] 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: 2018] [added: 2019] (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: 2018)] [added: 2019)] was approximately [removed: $14.6] [added: $20.7] billion.

| Certain Sections of the Proxy Statement for [removed: 2019] [added: 2020] | | Part III |

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2018][added: 2019]

| | | [removed: Page] [added: Page] |

[removed: | [PART I](#sAB62BE187A88BAC4E7F011D6AB30AAEB) | | |][added: PART I]

| [Item [removed: 1.](#s9B7C131192C4C860391811D6AB4BC920)] [added: 1.](#s0AB7F1FDE3515955A41BFB8A17260196)] | [removed: [Business](#s9B7C131192C4C860391811D6AB4BC920)] [added: [Business](#s0AB7F1FDE3515955A41BFB8A17260196)] | [removed: [4](#s9B7C131192C4C860391811D6AB4BC920)] [added: [4](#s0AB7F1FDE3515955A41BFB8A17260196)] |

| [Item [removed: 1A.](#s7FB20FF6A3CDF62DE64511D6AB81EFB1)] [added: 1A.](#sBFD40A321B9C5299B1600013F128B8F1)] | [Risk [removed: Factors](#s7FB20FF6A3CDF62DE64511D6AB81EFB1)] [added: Factors](#sBFD40A321B9C5299B1600013F128B8F1)] | [removed: [14](#s7FB20FF6A3CDF62DE64511D6AB81EFB1)] [added: [14](#sBFD40A321B9C5299B1600013F128B8F1)] |

| [Item [removed: 1B.](#s3FC74E35520FA307813811D6AB9EC86D)] [added: 1B.](#s6FA210F7D8EF5FAFA8D01E22F51CC26F)] | [Unresolved Staff [removed: Comments](#s3FC74E35520FA307813811D6AB9EC86D)] [added: Comments](#s6FA210F7D8EF5FAFA8D01E22F51CC26F)] | [removed: [25](#s3FC74E35520FA307813811D6AB9EC86D)] [added: [26](#s6FA210F7D8EF5FAFA8D01E22F51CC26F)] |

| [Item [removed: 2.](#s158B60E120E1A9F101DF11D6A2FDD710)] [added: 2.](#s9A95287658EA5F1AAB83BEAE7BAB4956)] | [removed: [Properties](#s158B60E120E1A9F101DF11D6A2FDD710)] [added: [Properties](#s9A95287658EA5F1AAB83BEAE7BAB4956)] | [removed: [25](#s158B60E120E1A9F101DF11D6A2FDD710)] [added: [27](#s9A95287658EA5F1AAB83BEAE7BAB4956)] |

| [Item [removed: 3.](#sA396246F1F300B4BD6EE11D6ABF2D013)] [added: 3.](#s4B7D2C421F575F2193845F98E3A709A7)] | [Legal [removed: Proceedings](#sA396246F1F300B4BD6EE11D6ABF2D013)] [added: Proceedings](#s4B7D2C421F575F2193845F98E3A709A7)] | [removed: [26](#sA396246F1F300B4BD6EE11D6ABF2D013)] [added: [27](#s4B7D2C421F575F2193845F98E3A709A7)] |

| | [Executive Officers of the [removed: Registrant](#sA396246F1F300B4BD6EE11D6ABF2D013)] [added: Registrant](#s4B7D2C421F575F2193845F98E3A709A7)] | [removed: [26](#sA396246F1F300B4BD6EE11D6ABF2D013)] [added: [27](#s4B7D2C421F575F2193845F98E3A709A7)] |

| [Item [removed: 5.](#sD8E166BC1C9558A0655C11D6AC47FF8E)] [added: 5.](#s1E285A0F70135D1B930C8A7E078B0F3F)] | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#sD8E166BC1C9558A0655C11D6AC47FF8E)] [added: Securities](#s1E285A0F70135D1B930C8A7E078B0F3F)] | [removed: [27](#sD8E166BC1C9558A0655C11D6AC47FF8E)] [added: [28](#s1E285A0F70135D1B930C8A7E078B0F3F)] |

| [Item [removed: 6.](#s817529699C9EAAB75A0411D6AC7CA755)] [added: 6.](#s81984D48E1CE50F3A96291739DF58AAB)] | [Selected Financial [removed: Data](#s817529699C9EAAB75A0411D6AC7CA755)] [added: Data](#s81984D48E1CE50F3A96291739DF58AAB)] | [removed: [30](#s817529699C9EAAB75A0411D6AC7CA755)] [added: [31](#s81984D48E1CE50F3A96291739DF58AAB)] |

| [Item [removed: 7.](#s76A41FB81753065CBC8011D6A2C9E913)] [added: 7.](#s807939FC04B256C08BDDD025A924589F)] | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s76A41FB81753065CBC8011D6A2C9E913)] [added: Operations](#s807939FC04B256C08BDDD025A924589F)] | [removed: [31](#s76A41FB81753065CBC8011D6A2C9E913)] [added: [32](#s807939FC04B256C08BDDD025A924589F)] |

| [Item [removed: 7A.](#sA512C311F22571E141A011D6AD861B20)] [added: 7A.](#sA9CDD8E64CE8557EB32A83836E285092)] | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#sA512C311F22571E141A011D6AD861B20)] [added: Risk](#sA9CDD8E64CE8557EB32A83836E285092)] | [removed: [48](#sA512C311F22571E141A011D6AD861B20)] [added: [48](#sA9CDD8E64CE8557EB32A83836E285092)] |

| [Item [removed: 8.](#sC0EC0FEF6D82BB0A7E9E11D6AD926F47)] [added: 8.](#s4C4051723B505D1EBEE0EE6D0AD5144A)] | [Financial Statements and Supplementary [removed: Data](#sC0EC0FEF6D82BB0A7E9E11D6AD926F47)] [added: Data](#s4C4051723B505D1EBEE0EE6D0AD5144A)] | [removed: [48](#sC0EC0FEF6D82BB0A7E9E11D6AD926F47)] [added: [48](#s4C4051723B505D1EBEE0EE6D0AD5144A)] |

| [Item [removed: 9.](#s141C9E57E68AF649780111D6ADCA992A)] [added: 9.](#s2C650DBCBECB5F049698103C3E0751A2)] | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s141C9E57E68AF649780111D6ADCA992A)] [added: Disclosure](#s2C650DBCBECB5F049698103C3E0751A2)] | [removed: [48](#s141C9E57E68AF649780111D6ADCA992A)] [added: [48](#s2C650DBCBECB5F049698103C3E0751A2)] |

| [Item [removed: 9A.](#s62619ED7EAC071933A7E11D6ADE7E30C)] [added: 9A.](#s4CE80C99D0215463ADC8BDD17654567B)] | [Controls and [removed: Procedures](#s62619ED7EAC071933A7E11D6ADE7E30C)] [added: Procedures](#s4CE80C99D0215463ADC8BDD17654567B)] | [removed: [48](#s62619ED7EAC071933A7E11D6ADE7E30C)] [added: [48](#s4CE80C99D0215463ADC8BDD17654567B)] |

| [Item [removed: 9B.](#s7A9DF4BFDB79585D0F1D11D6AE1814C2)] [added: 9B.](#s1F46801C2F655A60A468176157FF35C9)] | [Other [removed: Information](#s7A9DF4BFDB79585D0F1D11D6AE1814C2)] [added: Information](#s1F46801C2F655A60A468176157FF35C9)] | [removed: [49](#s7A9DF4BFDB79585D0F1D11D6AE1814C2)] [added: [49](#s1F46801C2F655A60A468176157FF35C9)] |

| | | | |

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

| | | | |

| OR | | | |

Yes ý No ☐

Yes ý No ☐

Yes ☐ No ý

| [PART II](#s687CBEB7FAEE5059AFDFFB040B2C9A41) | | |

| [PART IV](#s5C6E101B42D652FAA2FB513B691A5B0D) | | |

| [SIGNATURES](#sE3ECFF31C7E05AE38AB73F99E9150408) | | E- [3](#sE3ECFF31C7E05AE38AB73F99E9150408) |

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

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

| | | |

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

| OR | | |

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

| | | | | |

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

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

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

| [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) | | |

| EX-101 INSTANCE DOCUMENT | | |

| EX-101 SCHEMA DOCUMENT | | |

| EX-101 CALCULATION LINKBASE DOCUMENT | | |

| EX-101 LABELS LINKBASE DOCUMENT | | |

| EX-101 PRESENTATION LINKBASE DOCUMENT | | |

| EX-101 DEFINITION LINKBASE DOCUMENT | | |

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

The facilities in Giessen, [removed: Germany and] [added: Germany,] Viroflay, [removed: France] [added: France, and Salford, United Kingdom] are used primarily for sales and marketing.

| [removed: Location] [added: Location] | | [removed: Owned/Leased] [added: Owned/Leased] | | [removed: Business Segment] [added: Business Segment] |

| Mumbai, India [removed: (three] [added: (four] facilities) | | [added: Building, Land Owned (1);] Leased [added: (3)] | | Other Operations |

[removed: Market] [added: Market] Information for Common [removed: Stock][added: Stock]

[removed: Holders][added: Holders]

At [removed: February 1, 2019,] [added: January 31, 2020,] there were [removed: 49] [added: 43] holders of record of common stock and [removed: 24,795,237] [added: 24,052,834] shares of common stock outstanding.

We estimate we have approximately [removed: 90,609] [added: 107,895] beneficial owners of common stock.

[removed: Dividend Policy][added: Dividend Policy]

[removed: Share] [added: Share] Performance [removed: Graph][added: Graph]

The following graph compares the cumulative total returns (assuming reinvestment of dividends) on $100 invested on December 31, [removed: 2013] [added: 2014] through December 31, [removed: 2018] [added: 2019] 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.

[removed: ][added: ]

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

[removed: Purchases] [added: Purchases] of Equity Securities by the Issuer and Affiliated [removed: Purchasers][added: Purchasers]

[removed: Issuer] [added: *Issuer] Purchases of Equity [removed: Securities][added: Securities*]

| | | [removed: Total] [added: Total] Number [removed: of Shares Purchased] [added: of Shares Purchased] | | | [removed: Average] [added: Average] Price [removed: Paid per Share] [added: Paid per Share] | | | | [removed: Total] [added: Total] Number [removed: of Shares] [added: of Shares] Purchased [removed: as Part] [added: as Part] of [removed: Publicly Announced Program] [added: Publicly Announced Program] | | | [removed: Approximate Dollar Value] [added: Approximate Dollar Value] (in thousands) [removed: of Shares] [added: of Shares] that may yet [removed: be Purchased] [added: be Purchased] under [removed: the Program] [added: the Program] | | |

| [removed: Period] [added: Period] | | | | | | | | | | | | | | |

In November 2018, the Company's Board of Directors authorized an additional $2.0 billion to the share repurchase program which has [removed: $2.1] [added: $1.3] billion of remaining availability as of December 31, [removed: 2018.][added: 2019.]

We have purchased [removed: 27.5] [added: 28.6] million common shares since the inception of the program in 2004 through December 31, [removed: 2018,] [added: 2019,] at a total cost of [removed: $4.4] [added: $5.2] billion.

During the years ended December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] we spent [removed: $475] [added: $775] million and [removed: $400] [added: $475] million on the repurchase of [removed: 802,809] [added: 1,094,648] shares and [removed: 749,254] [added: 802,809] shares at an average price per share of [removed: $591.65] [added: $707.97] and [removed: $533.84,] [added: $591.65,] respectively.

We reissued [removed: 183,379] [added: 298,002] shares and [removed: 270,413] [added: 183,379] shares held in treasury for the exercise of stock options and restricted stock units during [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] respectively.

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

| | 12/31/14 | 12/31/15 | 12/31/16 | 12/31/17 | 12/31/18 | 12/31/19 |

| Mettler-Toledo | $100 | $112 | $138 | $205 | $187 | $262 |

| S&P 500 Index | $100 | $101 | $114 | $138 | $132 | $174 |

| SIC Code 3826 Index | $100 | $111 | $112 | $154 | $171 | $234 |

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

| October 1 to October 31, 2019 | | 93,860 | | | $ | 683.03 | | | 93,860 | | | $ | 1,485,563 | |

| November 1 to November 30, 2019 | | 101,151 | | | 714.73 | | | | 101,151 | | | 1,413,265 | | |

| December 1 to December 31, 2019 | | 105,034 | | | 760.12 | | | | 105,034 | | | 1,333,424 | | |

| Total | | 300,045 | | | $ | 720.70 | | | 300,045 | | | $ | 1,333,424 | |

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

| | 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 | |

The selected historical financial information set forth below as of and for the years then ended December 31 is derived from our [removed: audited] consolidated financial statements.

| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| [removed: Statement] [added: Statement] of Operations [removed: Data:] [added: Data:] | | | | | | | | | | | | | | | | | | | |

| Net sales | $ | [removed: 2,935,586] [added: 3,008,652] | | | $ | [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] | |

| Cost of [removed: sales(a)] [added: sales] | [removed: 1,251,208] [added: 1,267,441] | | | | [removed: 1,149,302] [added: 1,251,208] | | | | [removed: 1,070,525] [added: 1,149,302] | | | | [removed: 1,040,510] [added: 1,070,525] | | | | [removed: 1,123,780] [added: 1,040,510] | | |

| Gross profit | [removed: 1,684,378] [added: 1,741,211] | | | | [removed: 1,575,751] [added: 1,684,378] | | | | [removed: 1,437,732] [added: 1,575,751] | | | | [removed: 1,354,937] [added: 1,437,732] | | | | [removed: 1,362,203] [added: 1,354,937] | | |

| Research and [removed: development(a)] [added: development] | [removed: 141,071] [added: 143,950] | | | | [removed: 128,308] [added: 141,071] | | | | [removed: 119,196] [added: 128,308] | | | | [removed: 118,557] [added: 119,196] | | | | [removed: 122,688] [added: 118,557] | | |

| Selling, general, and [removed: administrative(a)] [added: administrative] | [removed: 812,802] [added: 819,183] | | | | [removed: 794,861] [added: 812,802] | | | | [removed: 745,358] [added: 794,861] | | | | [removed: 717,022] [added: 745,358] | | | | [removed: 747,597] [added: 717,022] | | |

| Amortization | [removed: 47,524] [added: 49,690] | | | | [removed: 42,671] [added: 47,524] | | | | [removed: 36,052] [added: 42,671] | | | | [removed: 30,951] [added: 36,052] | | | | [removed: 29,185] [added: 30,951] | | |

| Interest expense | [removed: 34,511] [added: 37,411] | | | | [removed: 32,785] [added: 34,511] | | | | [removed: 28,026] [added: 32,785] | | | | [removed: 27,451] [added: 28,026] | | | | [removed: 24,537] [added: 27,451] | | |

| Restructuring [removed: charges(b)] [added: charges(a)] | [removed: 18,420] [added: 15,760] | | | | [removed: 12,772] [added: 18,420] | | | | [removed: 6,235] [added: 12,772] | | | | [removed: 11,148] [added: 6,235] | | | | [removed: 5,915] [added: 11,148] | | |

| Other charges (income), [removed: net(a)(c)] [added: net(b)] | [removed: (21,808] [added: (6,177] | | ) | | [removed: (9,868] [added: (21,808] | | ) | | [removed: (1,328] [added: (9,868] | | ) | | [removed: (13,616] [added: (1,328] | | ) | | [removed: (12,723] [added: (13,616] | | ) |

| Earnings before taxes | [removed: 651,858] [added: 681,394] | | | | [removed: 574,222] [added: 651,858] | | | | [removed: 504,193] [added: 574,222] | | | | [removed: 463,424] [added: 504,193] | | | | [removed: 445,004] [added: 463,424] | | |

| Provision for [removed: taxes(d)] [added: taxes(c)] | [removed: 139,247] [added: 120,285] | | | | [removed: 198,250] [added: 139,247] | | | | [removed: 119,823] [added: 198,250] | | | | [removed: 110,604] [added: 119,823] | | | | [removed: 106,763] [added: 110,604] | | |

| Net earnings | $ | [removed: 512,611] [added: 561,109] | | | $ | [removed: 375,972] [added: 512,611] | | | $ | [removed: 384,370] [added: 375,972] | | | $ | [removed: 352,820] [added: 384,370] | | | $ | [removed: 338,241] [added: 352,820] | |

| Net earnings | $ | [removed: 20.33] [added: 22.84] | | | $ | [removed: 14.62] [added: 20.33] | | | $ | [removed: 14.49] [added: 14.62] | | | $ | [removed: 12.75] [added: 14.49] | | | $ | [removed: 11.71] [added: 12.75] | |

| Weighted average number of common shares | [removed: 25,215,674] [added: 24,567,609] | | | | [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] | | |

| Net earnings | $ | [removed: 19.88] [added: 22.47] | | | $ | [removed: 14.24] [added: 19.88] | | | $ | [removed: 14.22] [added: 14.24] | | | $ | [removed: 12.48] [added: 14.22] | | | $ | [removed: 11.44] [added: 12.48] | |

| Weighted average number of common and common equivalent shares | [removed: 25,781,324] [added: 24,974,457] | | | | [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: Balance] [added: Balance] Sheet [removed: Data:] [added: Data:] | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | $ | [removed: 178,110] [added: 207,785] | | | $ | [removed: 148,687] [added: 178,110] | | | $ | [removed: 158,674] [added: 148,687] | | | $ | [removed: 98,887] [added: 158,674] | | | $ | [removed: 85,263] [added: 98,887] | |

| Working [removed: capital(e)] [added: capital(d)(e)] | [removed: 182,987] [added: 203,218] | | | | [removed: 188,040] [added: 182,987] | | | | [removed: 169,569] [added: 188,040] | | | | [removed: 152,721] [added: 169,569] | | | | [removed: 172,380] [added: 152,721] | | |

| Total [removed: assets] [added: assets(e)] | [removed: 2,618,847] [added: 2,789,321] | | | | [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] | | |

| Long-term [removed: debt(e)] [added: debt(d)] | [removed: 985,021] [added: 1,235,350] | | | | [removed: 960,170] [added: 985,021] | | | | [removed: 875,056] [added: 960,170] | | | | [removed: 575,138] [added: 875,056] | | | | [removed: 334,134] [added: 575,138] | | |

| Other non-current [removed: liabilities(f)] [added: liabilities(e)(f)] | [removed: 260,511] [added: 333,412] | | | | [removed: 301,452] [added: 260,511] | | | | [removed: 204,957] [added: 301,452] | | | | [removed: 194,552] [added: 204,957] | | | | [removed: 218,108] [added: 194,552] | | |

| Shareholders’ equity(g) | [removed: 590,063] [added: 420,780] | | | | [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: (b)] [added: *(a)*] | [removed: Restructuring] [added: *Restructuring] charges primarily relate to our global cost reduction programs. See Note 15 and Note [removed: 18] [added: 19] to the [removed: audited] consolidated financial [removed: statements.] [added: statements.*] |

| [removed: (c)] [added: *(b)*] | [removed: Other] [added: *Other] charges (income), net includes [added: non-service pension costs (benefits),] (gains) losses from foreign currency transactions and [added: related] 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 [removed: plan.] [added: plan.*] |

| [removed: (d)] [added: *(c)*] | [added: *Provision for taxes for 2019 includes a non-cash net benefit of $15.8 million related to the enactment of Swiss tax reform.] Provision for taxes for 2018 and 2017 includes charges of $3.6 million and $72 million, respectively, for the [removed: implementation] [added: enactment] of the Tax Cuts and Jobs Act. Of this aggregate amount, $62 million is expected to be paid over a period of up to eight years beginning in 2018. See Note 14 to the [removed: audited] consolidated financial [removed: statements.] [added: statements.*] |

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

| [removed: (f)] [added: *(f)*] | [removed: Other] [added: *Other] non-current liabilities consist of pension and other post-retirement liabilities, the long-term taxes payable of $45 million and $48 million as of December 31, [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] related to the Tax Cuts and Jobs Act, plus certain other non-current liabilities. See Note 13 to the [removed: audited] consolidated financial statements for pension and other post-retirement [removed: disclosures.] [added: disclosures.*] |

| [removed: (g)] [added: *(g)*] | [removed: No] [added: *No] dividends were paid during the five-year period [removed: ended December] [added: ended* *December] 31, [removed: 2018.] [added: 2019.*] |

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

| *(e)* | *Includes a lease right-of-use asset of $87.3 million, a short-term lease liability of $27.6 million, and a long-term lease liability of $60.9 million in accordance with ASC 842 - Leases that went into effect on January 1, 2019.* |

| (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. |

[removed: Conclusions] [added: *Conclusions] Regarding the Effectiveness of Disclosure Controls and [removed: Procedures][added: Procedures*]

[removed: Management’s] [added: *Management’s] Report on Internal Control over Financial [removed: Reporting][added: Reporting*]

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2018.][added: 2019.]

[removed: 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 Framework (2013).

Based on our assessment, we concluded that, as of December 31, [removed: 2018,] [added: 2019,] the Company’s internal control over financial reporting is effective.

[removed: Changes] [added: *Changes] in Internal Control over Financial [removed: Reporting][added: Reporting*]

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2018] [added: 2019] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In making this assessment, we used the criteria set forth by the Committee of

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

[removed: PART III][added: PART III]

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

| [removed: Name] [added: Name] | | [removed: Age] [added: Age] | | [removed: Position] [added: Position] |

| Olivier A. Filliol | | [removed: 52] [added: 53] | | President and Chief Executive Officer |

| Peter Aggersbjerg | | [removed: 50] [added: 51] | | Head of [removed: Laboratory] [added: Divisions and Operations] |

| Marc de La Guéronnière | | [removed: 55] [added: 56] | | Head of European and North American Market Organizations |

| Gerhard Keller | | [removed: 51] [added: 52] | | Head of Process Analytics |

| Christian Magloth | | [removed: 53] [added: 54] | | Head of Human Resources |

| Shawn P. Vadala | | [removed: 50] [added: 51] | | Chief Financial Officer |

[removed: Olivier] [added: *Olivier] A.

[removed: Filliol] [added: Filliol*] has been a director since January 2009.

From June 1998 to June 1999, he served as General Manager of the Company’s [removed: U.S.] [added: North American] checkweighing operations.

[removed: Peter Aggersbjerg] [added: *Peter Aggersbjerg*] has been Head of [removed: Laboratory] [added: Divisions and Operations beginning January 2020, and Head] of [removed: the Company] [added: Laboratory] since January 2018.

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

[removed: Marc] [added: *Marc] de La [removed: Guéronnière] [added: Guéronnière*] has been Head of European Market Organizations of the Company since January 2008 and Head of North American Market Organizations since April 2014.

[removed: Gerhard Keller] [added: *Gerhard Keller*] joined the Company in 1991 and has been Head of Process Analytics since July 2018 and Head of Pipettes since July 2013.

[removed: Christian Magloth] [added: *Christian Magloth*] joined the Company in October 2010 and has been Head of Human Resources since December 2010.

[removed: Shawn] [added: *Shawn] P.

[removed: Vadala] [added: Vadala*] joined the Company in 1997 and has been Chief Financial Officer since January 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 offices [removed: and was also responsible for Business Intelligence from 2010 to 2018.]

[removed: Certifications][added: Certifications]

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: 2019] [added: 2020] Proxy Statement.

Prior to Medela, Mr. Aggersbjerg worked in various CEO roles in the healthcare, medical devices and industrial sector in Switzerland, Denmark, and the U.S.

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

and was also responsible for Business Intelligence from 2010 to 2018.

| Michael Heidingsfelder | | 58 | | Head of Industrial |

| Simon Kirk | | 59 | | Head of Product Inspection |

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.

Michael Heidingsfelder joined the Company in April 2012 as Head of Industrial Division.

Prior to joining the Company, Mr. Heidingsfelder held various management positions within the Freudenberg Group from 2004 to March 2012 in Europe, Asia, and the Americas, including Chief Operating Officer, Americas, and General Manager, China.

Previously, he was a Partner of Roland Berger Strategy Consultants in the U.S. and Europe.

Simon Kirk joined the Company in January 2012 as Head of Product Inspection.

Previously, he worked at Schindler where he served since 2008 as Chief Executive Officer of Jardine Schindler Group, a

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

From 2004 until 2008, he was Vice President responsible for Eastern Europe at Schindler.

He has also held various management positions at Eaton Corporation, Owens Corning, Imperial Chemical Industries, and British Railways Board.

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: 2019] [added: 2020] Proxy Statement is incorporated by reference herein.

The information appearing in the section “Share Ownership” in the [removed: 2019] [added: 2020] Proxy Statement is incorporated by reference herein.

Information appearing in “Securities Authorized for Issuance under Equity Compensation Plans as of December 31, [removed: 2018”] [added: 2019”] is included within Note 12 to the financial statements.

Director Independence — The information in the section “Board of Directors — General Information — Independence of the Board” in the [removed: 2019] [added: 2020] Proxy Statement is incorporated by reference herein.

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

Information appearing in the section “Audit Committee Report” in the [removed: 2019] [added: 2020] Proxy Statement is hereby incorporated by reference.

[removed: PART IV][added: PART IV]

[added: *Financial Statements.*] See Index to [removed: Consolidated Financial Statements] [added: consolidated financial statements] included on page F-1.

[added: *Financial Statement Schedule.*] See Schedule II, which is included on page S-1.

[added: *List of Exhibits.*] See Exhibit Index included on page E-1.

Financial Statements.

Financial Statement Schedule.

List of Exhibits.

| [removed: Exhibit] [added: Exhibit] | |

| [removed: No.] [added: No.] | [removed: Description] [added: Description] |

| [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 [removed: Life] [added: 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 [removed: York] [added: 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, [removed: Inc.] [added: 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 [removed: Limited] [added: Limited,] and Massachusetts Mutual Life Insurance Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000011/exhibit41euronotepurchasea.htm)(7) |

| [removed: [10.20](http://www.sec.gov/Archives/edgar/data/1037646/000115697304000354/u47210def14a.htm#113)] [added: [10.22](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000026/s-8pos1997amendedandrestat.htm)†] | [Mettler-Toledo International Inc. [removed: 2004] [added: 2013] Equity Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/1037646/000115697304000354/u47210def14a.htm#113)(8)] [added: Plan](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000026/s-8pos1997amendedandrestat.htm)(11)] |

| [removed: [10.21](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w23.htm)] [added: [10.21](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w23.htm)†] | [Mettler-Toledo International Inc. 2007 Share Plan, effective February 7, [removed: 2008](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w23.htm)(9)] [added: 2008](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w23.htm)(10)] |

| [removed: [10.23](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1023formofrestr.htm)] [added: [10.23](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1023formofrestr.htm)†] | [Form of Restricted Stock Unit [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1023formofrestr.htm)(11)] [added: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1023formofrestr.htm)(12)] |

| [removed: [10.24](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1024formofperfo.htm)] [added: [10.24](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1024formofperfo.htm)†] | [Form of Performance Share Unit [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1024formofperfo.htm)(11)] [added: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1024formofperfo.htm)(12)] |

| [removed: [10.25](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1025performance.htm)] [added: [10.25](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1025performance.htm)†] | [Performance Stock Option [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1025performance.htm)(11)] [added: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1025performance.htm)(12)] |

| [removed: [10.26](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1026formofstock.htm)] [added: [10.26](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1026formofstock.htm)†] | [Form of Stock Option Agreement [removed: Directors](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1026formofstock.htm)(11)] [added: Directors](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1026formofstock.htm)(12)] |

| [removed: [10.27](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1027formofstock.htm)] [added: [10.27](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1027formofstock.htm)†] | [Form of Stock Option Agreement [removed: CEO](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1027formofstock.htm)(11)] [added: CEO](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1027formofstock.htm)(12)] |

| [removed: [10.28](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1028formofstock.htm)] [added: [10.28](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1028formofstock.htm)†] | [Form of Stock Option Agreement [removed: NEOs](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1028formofstock.htm)(11)] [added: NEOs](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1028formofstock.htm)(12)] |

| [removed: [10.31](http://www.sec.gov/Archives/edgar/data/1037646/000095015209001389/l35224aexv10w31.htm)] [added: [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, [removed: 2006](http://www.sec.gov/Archives/edgar/data/1037646/000095015209001389/l35224aexv10w31.htm)(12)] [added: 2006](http://www.sec.gov/Archives/edgar/data/1037646/000095015209001389/l35224aexv10w31.htm)(13)] |

| [removed: [10.32](http://www.sec.gov/Archives/edgar/data/1037646/000095015209001389/l35224aexv10w32.htm)] [added: [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, [removed: 2009](http://www.sec.gov/Archives/edgar/data/1037646/000095015209001389/l35224aexv10w32.htm)(12)] [added: 2009](http://www.sec.gov/Archives/edgar/data/1037646/000095015209001389/l35224aexv10w32.htm)(13)] |

| [removed: [10.50](http://www.sec.gov/Archives/edgar/data/1037646/000103764618000006/exhibit1050peteraggersbjer.htm)] [added: [10.50](https://www.sec.gov/Archives/edgar/data/1037646/000103764620000005/exhibit1050employeeagr.htm)†*] | [Employment Agreement between Peter Aggersbjerg and Mettler-Toledo International Inc., dated as of [removed: December 15, 2017](http://www.sec.gov/Archives/edgar/data/1037646/000103764618000006/exhibit1050peteraggersbjer.htm)(14)] [added: November 8, 2019](https://www.sec.gov/Archives/edgar/data/1037646/000103764620000005/exhibit1050employeeagr.htm)] |

| [removed: [10.51](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w57.htm)] [added: [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, [removed: 2011](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w57.htm)(13)] [added: 2011](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w57.htm)(14)] |

| [removed: [10.52](http://www.sec.gov/Archives/edgar/data/1037646/0000895345-98-000141.txt)] [added: [10.53](http://www.sec.gov/Archives/edgar/data/1037646/000089534507000567/tpex10_1.htm)†] | [Employment Agreement between [removed: William Donnelly] [added: Olivier Filliol] and Mettler-Toledo International Inc., dated as of November [removed: 10, 1997](http://www.sec.gov/Archives/edgar/data/1037646/0000895345-98-000141.txt)(1)] [added: 1, 2007](http://www.sec.gov/Archives/edgar/data/1037646/000089534507000567/tpex10_1.htm)(15)] |

| [removed: [10.53](http://www.sec.gov/Archives/edgar/data/1037646/000089534507000567/tpex10_1.htm)] [added: [10.54](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000005/mtd_exhibit1054x12312012.htm)†] | [Employment Agreement between [removed: Olivier Filliol] [added: Michael Heidingsfelder] and Mettler-Toledo International Inc., dated as of November [removed: 1, 2007](http://www.sec.gov/Archives/edgar/data/1037646/000089534507000567/tpex10_1.htm)(15)] [added: 30, 2011](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000005/mtd_exhibit1054x12312012.htm)(17)] |

| [removed: [10.54](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000005/mtd_exhibit1054x12312012.htm)] [added: [10.55](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000005/mtd_exhibit1055x12312012.htm)†] | [Employment Agreement between [removed: Michael Heidingsfelder] [added: Simon Kirk] and Mettler-Toledo International Inc., dated as of November [removed: 30, 2011](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000005/mtd_exhibit1054x12312012.htm)(16)] [added: 28, 2011](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000005/mtd_exhibit1055x12312012.htm)(17)] |

| [removed: [10.55](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000005/mtd_exhibit1055x12312012.htm)] [added: [10.58](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1059employmenta.htm)†] | [Employment Agreement between [removed: Simon Kirk] [added: Shawn P. Vadala] and Mettler-Toledo International Inc., dated as of [removed: November 28, 2011](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000005/mtd_exhibit1055x12312012.htm)(16)] [added: October 24, 2016](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1059employmenta.htm)(12)] |

| [removed: [10.56](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w58.htm)] [added: [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, [removed: 2010](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w58.htm)(13)] [added: 2010](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w58.htm)(14)] |

| [removed: [10.57](http://www.sec.gov/Archives/edgar/data/1037646/000103764618000026/mtdexhibit1057employmentag.htm)] [added: [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, [removed: 2018](http://www.sec.gov/Archives/edgar/data/1037646/000103764618000026/mtdexhibit1057employmentag.htm)(17)] [added: 2018](http://www.sec.gov/Archives/edgar/data/1037646/000103764618000026/mtdexhibit1057employmentag.htm)(16)] |

| [removed: [10.58](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1059employmenta.htm)] [added: [10.59](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w58.htm)†] | [removed: [Employment] [added: [Form of Tax Equalization] Agreement between [removed: Shawn P. Vadala] [added: Messrs. Filliol, Aggersbjerg, Keller, Kirkm] and [added: Magloth and] Mettler-Toledo International Inc., dated [removed: as of] October [removed: 24, 2016](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1059employmenta.htm)(11)] [added: 10, 2007](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w58.htm)(11)] |

| [removed: [21*](https://www.sec.gov/Archives/edgar/data/1037646/000103764619000010/mtd_exhibit2112312018.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/1037646/000103764620000005/mtdexhibit2112312019.htm)*] | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/1037646/000103764619000010/mtd_exhibit2112312018.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/1037646/000103764620000005/mtdexhibit2112312019.htm)] |

| [removed: [23.1*](https://www.sec.gov/Archives/edgar/data/1037646/000103764619000010/mtd_exhibit23112312018.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1037646/000103764620000005/mtdexhibit23112312019.htm)*] | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/1037646/000103764619000010/mtd_exhibit23112312018.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1037646/000103764620000005/mtdexhibit23112312019.htm)] |

| [removed: [31.1*](https://www.sec.gov/Archives/edgar/data/1037646/000103764619000010/mtd_exhibit311x12312018.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1037646/000103764620000005/mtdexhibit31112312019.htm)*] | [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/1037646/000103764619000010/mtd_exhibit311x12312018.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764620000005/mtdexhibit31112312019.htm)] |

| [removed: [31.2*](https://www.sec.gov/Archives/edgar/data/1037646/000103764619000010/mtd_exhibit31212312018.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1037646/000103764620000005/mtdexhibit31212312019.htm)*] | [Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764619000010/mtd_exhibit31212312018.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764620000005/mtdexhibit31212312019.htm)] |

| [removed: [32*](https://www.sec.gov/Archives/edgar/data/1037646/000103764619000010/mtd_exhibit3212312018.htm)] [added: [32](https://www.sec.gov/Archives/edgar/data/1037646/000103764620000005/mtdexhibit3212312019.htm)*] | [Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764619000010/mtd_exhibit3212312018.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764620000005/mtdexhibit3212312019.htm)] |

| [removed: (1)] [added: *(1)*] | [removed: Incorporated] [added: *Incorporated] by reference to the Company’s Report on Form 10-K dated March 13, [removed: 1998] [added: 1998*] |

| [removed: (2)] [added: *(2)*] | [removed: Incorporated] [added: *Incorporated] by reference to the Company’s Report on Form 8-K dated November 8, [removed: 2016] [added: 2016*] |

| [removed: (3)] [added: *(3)*] | [removed: Incorporated] [added: *Incorporated] by reference to the Company’s Report on Form 8-K dated June 21, [removed: 2018] [added: 2018*] |

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

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

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

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

| [removed: (9)] [added: *(10)*] | [removed: Incorporated] [added: *Incorporated] by reference to the Company’s Report on Form 10-K dated February 15, [removed: 2008] [added: 2008*] |

| [removed: (10)] [added: *(11)*] | [removed: Incorporated] [added: *Incorporated] by reference to the Company's Registration Statement on Form S-8 dated July 26, 2013 (Reg. No. [removed: 333-190181)] [added: 333-190181)*] |

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

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

| [4.3](https://www.sec.gov/Archives/edgar/data/1037646/000103764620000005/exhibit43descriptionof.htm)* | [Description of Capital Stock](https://www.sec.gov/Archives/edgar/data/1037646/000103764620000005/exhibit43descriptionof.htm) |

| [10.15](http://www.sec.gov/Archives/edgar/data/1037646/000103764619000013/a8-k20192029seniornotes.htm) | [Note Purchase Agreement dated as of April 18, 2019 by and among Mettler-Toledo International Inc., Connecticut General Life Insurance Company, Life Insurance Company of North America, Cigna Health and Life Insurance Company, MetLife Insurance K.K., Brighthouse Life Insurance Company, Brighthouse Reinsurance Company of Delaware, Transatlantic Reinsurance Company, and Pensionskasse des Bundes PUBLICA](http://www.sec.gov/Archives/edgar/data/1037646/000103764619000013/a8-k20192029seniornotes.htm)(8) |

| [10.16](#) | [Note Purchase Agreement dated as of November 6, 2019 by and among Mettler-Toledo International Inc., Metlife Insurance K.K., Metropolitan Tower Life Insurance Company, Pensionskasse des Bundes PUBLICA, The Northwestern Mutual Life Insurance Company, The Prudential Insurance Company of America, Athene Annuity and Life Company, Athene Annuity & Life Assurance Company, and The Lincoln National Life Insurance Company](#)(9) |

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

| Exhibit | |

| No. | Description |

| 101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |

| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |

| *(9)* | *Incorporated by reference to the Company's Report on Form 8-K dated November 6, 2019* |

| † | *Management contract or compensatory arrangement* |

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

| /s/ Domitille Doat-Le Bigot | | Director |

| Domitille Doat-Le Bigot | | |

E- 3

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

*Change in Accounting Principle*

As discussed in Note 17 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

*Adoption of the Leases Accounting Standard*

As described in Notes 2 and 17 to the consolidated financial statements, the Company adopted the new leases accounting standard effective January 1, 2019.

Upon adoption, the Company recognized operating lease right-of-use assets of $92.7 million and corresponding operating lease liabilities of $93.5 million.

Management’s assessment of the impact of the new lease accounting standard considered both the lease term and the present value of the lease payments, where (i) the lease term reflects the noncancellable period of the lease together with periods covered by an option to extend or terminate the lease when management is reasonably certain that it will exercise such option, and (ii) the present value of the lease payments was determined by applying the Company’s incremental borrowing rate at the lease commencement date as the information necessary to determine the rate implicit in the lease was not readily available.

The principal considerations for our determination that performing procedures relating to the adoption of the leases accounting standard is a critical audit matter are there was significant judgment by management in determining the terms of the leases, including the evaluation of the certainty related to extending or terminating the leases, and the incremental borrowing rates.

This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to the determination of the terms of the leases and incremental borrowing rates.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the adoption of the leases accounting standard.

These procedures also included, among others, evaluating the reasonableness of assumptions used by management, including the terms of the leases and incremental borrowing rates.

Evaluating the reasonableness of management’s assumption relating to the terms of

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

the leases involved evaluating a sample of contracts and assessing any extension or termination clauses, evaluating whether the lease terms determined by management were consistent with management’s plans or past experience, and whether management’s evaluation of the certainty related to extending or terminating the lease is consistent with evidence obtained in other areas of the audit.

Evaluating the reasonableness of management’s assumption relating to the incremental borrowing rates involved evaluating the consistency with the rates of interest on similar debt arrangements.

*Valuation of Deferred Taxes*

As described in Notes 2 and 14 to the consolidated financial statements, the Company recorded deferred tax assets of $194.2 million, net of a valuation allowance of $50.9 million, as of December 31, 2019.

The valuation allowance is based on management’s estimates of future taxable income and application of relevant income tax law.

The principal considerations for our determination that performing procedures relating to the valuation of deferred taxes is a critical audit matter are there was significant judgment by management when assessing the ability to realize deferred tax assets, particularly as it relates to estimates of future taxable income and application of income tax law in relevant foreign jurisdictions.

This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures relating to management’s assessment of the realizability of deferred tax assets, as it relates to estimates of future taxable income and application of income tax law.

| [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) |

| [10.59](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) |

| 101.INS* | XBRL Instance Document |

| (8) | Incorporated by reference to the Company’s Form DEF 14-A filed March 29, 2004 |

| | | |

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

| Connie L. Harvey | | |

| /s/ Hans Ulrich Maerki | | Director |

| Hans Ulrich Maerki | | |

February 8, 2019

| | | | | | | | | | | | |

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

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

| Exercise of stock options and restricted stock units | 278,623 | | | — | | | | — | | | | 36,450 | | | | (10,979 | | ) | | — | | | | 25,471 | | |

| Repurchases of common stock | (1,348,507 | ) | | — | | | | — | | | | (499,992 | | ) | | — | | | | — | | | | (499,992 | | ) |

| Tax benefit resulting from exercise of certain employee stock options | — | | | — | | | | 17,680 | | | | — | | | | — | | | | — | | | | 17,680 | | |

| Net earnings | — | | | — | | | | — | | | | — | | | | 384,370 | | | | — | | | | 384,370 | | |

| Non-cash pension settlement charge | — | | | | — | | | | 8,189 | | |

performance obligation is deferred until completed.

Warranty