Mettler-Toledo (MTD) 10-K risk factor changes: FY2020 vs FY2019

For example, our Chinese operations accounted for [removed: 18%] [added: 19%] of sales to external customers, approximately [removed: 30%] [added: 32%] of our global production, and [removed: 34%] [added: 32%] of total segment profit during [removed: 2019.][added: 2020.]

[removed: | • |] [added: -] local tariffs and trade barriers; [removed: |]

[removed: | • |] [added: -] difficulties in staffing and managing local operations and/or mandatory salary increases; [removed: |]

[removed: | • |] [added: -] credit risks arising from financial difficulties facing local customers and distributors; [removed: |]

[removed: | • |] [added: -] difficulties in protecting intellectual property; [removed: |]

[removed: | • |] [added: -] 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: $165.5] [added: $43.2] million of cash at December 31, [removed: 2019] [added: 2020] in our Chinese subsidiaries; [removed: |]

[removed: | • |] [added: -] restrictions on investments and/or limitations regarding foreign ownership; [removed: |]

[removed: | • |] [added: -] adverse tax consequences, including tax [removed: disputes,] [added: disputes and] imposition or increase of withholding and other taxes on remittances and other payments by subsidiaries; [removed: |]

[removed: | • |] [added: -] the adoption of new or expansion of current travel restrictions or the intensification of trade wars; [removed: |]

[removed: | • |] [added: -] other uncertain local economic, political, and social conditions, including hyper-inflationary conditions or periods of low or no productivity growth; and [removed: |]

[removed: | • |] [added: -] credit tightening or reduction in credit availability for local customers. [removed: |]

For example, we need government approval to convert earnings from our operations in [removed: China into other currencies and to repatriate these funds.]

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

[removed: | • |] [added: -] a drop in demand for our products; [removed: |]

[removed: | • |] [added: -] companies being unable to finance their businesses; [removed: |]

[removed: | • |] [added: -] difficulty in obtaining materials and supplies; [removed: |]

[removed: | • |] [added: -] potential devaluation and/or impairment of assets; [removed: |]

[removed: | • |] [added: -] difficulty in collecting accounts receivables; [removed: |]

[removed: | • |] [added: -] an increase in accounts receivable write-offs; and [removed: |]

[removed: | • |] [added: -] greater foreign exchange rate volatility affecting our profitability and cash flow. [removed: |]

We are particularly sensitive to changes in the exchange rates between the Swiss franc, euro, [added: Chinese renminbi,] 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: $1.7] [added: $2.0] million to [removed: $1.9] [added: $2.2] million annually.

Based on our outstanding debt at December 31, [removed: 2019,] [added: 2020,] we estimate that a 5% weakening of the U.S. dollar against the currencies in which our debt is denominated would result in an increase of [removed: $22.8] [added: $25.2] million in the reported U.S. dollar value of our debt.

In addition, concerns over the effect of this 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 [removed: businesses,] [added: businesses and] to access liquidity at acceptable financing costs, if at all, on the availability of supplies and materials, and on the demand for our products.

We [added: have] also [removed: are in the process of] [added: been] implementing a program to globalize our business processes and information technology systems that includes the implementation of a Company-wide enterprise resource planning system.

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

[added: In addition, the program has increased our] reliance on a single information technology system, which would have greater consequences should we experience a system disruption.

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

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

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

If we experience any significant disruption in these facilities for any reason, such as the [removed: recent new strain of the Wuhan Coronavirus outbreak further] [added: COVID-19 pandemic] described on page [removed: 20,] [added: 14,] strikes or other labor unrest, power interruptions, cybersecurity attacks, fire, earthquakes, hurricanes, [added: floods, rising water levels,] or other events beyond our control, we may be unable to satisfy customer demand for our products or services resulting in lost sales.

[removed: Even where multiple sources of] materials [removed: and components are available, the quality of the alternative materials, regulatory and contractual requirements to qualify materials] for use in manufacturing, and the time required to establish new relationships with reliable suppliers could result in manufacturing delays and possible loss of sales.

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 [added: equipment, the spending priorities among various types of equipment, and policies regarding capital expenditures.]

Any changes in corporate income tax rates or regulations, on repatriation of dividends, [removed: earnings] [added: earnings,] or capital, or on transfer pricing, as well as changes in the interpretation of existing tax laws and regulations in the [removed: jurisdictions in which we operate, could adversely affect our cash flow and increase our overall tax burden, which would negatively affect our profitability.]

Potential OECD changes impacting consumer businesses could also have an unfavorable effect on some of our key customer segments such as [removed: pharmaceutical,] [added: 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.

[removed: *A terrorism attack, other geopolitical crisis, or widespread outbreak of an illness or other health issue, such as the Wuhan Coronavirus outbreak, could] [added: *The COVID-19 pandemic has] negatively [removed: affect] [added: affected, and will likely continue to negatively affect,] various aspects of our business, including our workforce and supply chain, and make it more difficult and expensive to meet our obligations to our customers, and [removed: could] [added: has resulted in, and will likely continue to] result [removed: in] [added: in,] reduced demand from our [removed: customers.*][added: customers as their businesses may also be negatively affected.*]

[removed: The occurrence of any of these] [added: Our global operations are susceptible to global] events [added: that] could have an adverse effect on our business results and financial condition.

[removed: We] [added: For instance, we] are [removed: also] susceptible to a widespread outbreak of an illness or other health issue, such as the [removed: recent 2019 Coronavirus outbreak first reported in Wuhan, Hubei Province, China in December 2019 ("Wuhan Coronavirus"),] [added: ongoing coronavirus pandemic ("COVID-19"), which has spread globally,] resulting in [removed: thousands] [added: millions] of confirmed cases [removed: in China] [added: throughout the world] and [removed: many additional cases identified] in [removed: other] [added: all] countries [removed: in which] [added: where] we conduct business.

The [removed: outbreak of the Wuhan Coronavirus] [added: pandemic] has caused [removed: the Chinese government] [added: many governments] to implement [removed: quarantines of Wuhan and surrounding areas] [added: stay-at-home orders, quarantines,] and [removed: implement] significant restrictions on travel.

Operational Risks

Several governments have also implemented work restrictions that prohibit many employees from going to their customary work locations and that require these employees to work remotely if possible.

Quarantines, travel bans, work and other restrictions were initially put in place on a national level in China in January 2020, and with the global spread of the virus, subsequently adopted in many other countries and regions with many restrictions in Asia Pacific, Europe, North America, and South America.

These restrictions continue to change as COVID-19 evolves in each country and region.

COVID-19 interferes with general commercial activity related to our supply chain and customer base.

In addition, COVID-19 may negatively affect the global economy and our customers’ businesses, which may result in delayed or reduced purchases from us.

Some customers may also have difficulty meeting their payment obligations to us, resulting in late payments or an inability of some customers to make payments at all.

During the year ended December 31, 2020, COVID-19 had a negative impact on our business, primarily related to reduced global customer demand.

We remain cautious as uncertainties related to COVID-19 and the resulting impact to the economy continue in all regions of the world and market conditions may also change quickly.

With the global spread of the virus and related negative impact to the global economy, we may experience reduced global sales volume from lower customer demand.

Our operations could be negatively affected further if our employees who are currently not subject to stay-at-home or work restriction orders are quarantined or become ill as a result of exposure to COVID-19, or if they become subject to governmental COVID-19 curfews or stay-at-home orders.

The longer-term effects on our business will be impacted by the global economy and any recession implications in different regions of the world.

While it is extremely difficult to estimate the extent and duration of any COVID-19 implications, the effects on our business, results of operations, and financial condition could be material.

- additions or revisions to a country's legal and regulatory requirements;

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China into other currencies and to repatriate these funds.

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Even where multiple sources of materials and components are available, the quality of the alternative materials, regulatory and contractual requirements to qualify

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*Our business involves certain operating risks, and our insurance may not be adequate to cover all insured losses of liabilities we might incur in our operations.*

We have procured various insurance policies for certain types of insurance coverage and in varying coverage amounts.

Our insurance may not be adequate to cover all losses or liabilities that we might incur in our operations.

Furthermore, our insurance may not adequately protect us against liability from all of the hazards of our business.

As a result of market conditions, premiums and deductibles for certain of our insurance policies may substantially increase.

In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage.

We also are subject to the risk that we may be unable to maintain or obtain insurance of the type and amount we desire at a reasonable cost.

If we were to incur a significant liability for which we were uninsured or for which we were not fully insured, it could have a material adverse effect on our financial position, results of operations, and cash flows.

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Strategic Risks

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liabilities assumed.

Financial Risks

These types of events and resulting analysis could result in

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Legal, Tax, Regulatory, and Other Risks

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jurisdictions in which we operate, could adversely affect our cash flow and increase our overall tax burden, which would negatively affect our profitability.

*The United Kingdom*’*s withdrawal from the European Union could adversely impact our results of operations.*

On January 31, 2020, the U.K. formally left the E.U. and immediately entered into an 11-month transition period during which all E.U. rules and trading agreements remained as they were.

On December 24, 2020, the U.K. and E.U. agreed to a trade deal (the “Trade and Cooperation Agreement”) which was ratified by the U.K. on December 30, 2020.

| | |

| --- | --- |

| • | countries may add to, revise, or alter their respective legal and regulatory requirements; |

While we experienced solid growth in China in 2019, we have also experienced sales declines in past years and we may see volatility in the future.

There is also currently economic uncertainty, due in part to the prolonged trade/tariff disputes with the United States.

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.

In addition, the program has increased our

their home markets.

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

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

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.

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.

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

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

Further, if our customers’ businesses are similarly affected, they might delay or reduce purchases from us, which could adversely affect our results of operations.

obtain a license.

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.

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

We hold leading positions worldwide in many of our markets and attribute this leadership to several factors, including the strength of our brand name and reputation, our comprehensive offering of innovative instruments and solutions, [added: our Spinnaker sales] and [added: marketing program, and] the breadth and quality of our global sales and service network.

Net sales in U.S. dollars increased [removed: 2%] [added: 3%] in [removed: 2019] [added: 2020] and [removed: 8%] [added: 2%] in [removed: 2018.][added: 2019.]

Excluding the effect of currency exchange rate fluctuations, or in local currencies, net sales increased [removed: 5%] [added: 2%] in [removed: 2019] [added: 2020] and [removed: 6%] [added: 5%] in [removed: 2018.][added: 2019.]

[removed: Global market conditions were generally favorable during 2019 and] [added: However,] 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 [added: sophisticated] 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 guidance and redirecting resources to our most promising growth opportunities, [removed: increased] [added: increasing] digitalization tools, and continuing to optimize our lead generation and lead nurturing processes.

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The local currency increase in net sales of our laboratory-related products during [removed: 2019 included] [added: 2020 includes very] strong growth in [removed: most product categories.][added: pipettes, as well as good results in automated chemistry and process analytics.]

[removed: Our industrial sales benefited in 2019] [added: We continue to benefit] from our focus on the more attractive, faster-growing segments of the market and strong execution of our growth initiatives in each region.

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

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

In [removed: 2020,] [added: 2021,] we expect to continue to pursue the overall business growth strategies which we have followed in recent years:

While this initiative is broad-based, efforts to improve these processes include [removed: leveraging of big] [added: utilizing advanced] 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.

Over the past few years, we have also added field sales and service resources to pursue under-penetrated market opportunities and will [removed: look to continue to make] [added: consider additional] investments to front-end resources [removed: in 2020.][added: as market conditions improve.]

[removed: We have] [added: In 2020, we] also [removed: added] [added: benefited from] digitalization tools to gain efficiencies [removed: in] [added: and increase the effectiveness of] our field sales force.

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

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

We have more than a 30-year track record in China, and our sales in Asia have grown more than [removed: 13%] [added: 12%] on a compound annual growth basis in local currencies since 1999.

Overall, we experienced a [removed: 5%] [added: 3%] increase in emerging market local currency sales [added: by destination] during [removed: 2019] [added: 2020] versus the prior year, which included [removed: 9%] [added: 7%] local currency [added: sales growth in China.]

We expect our laboratory and product inspection businesses will particularly benefit from [added: our focus on] these segments.

[removed: The Chinese economy] [added: In particular, China] has historically been volatile and market conditions may change unfavorably due to various factors.

We have also initiated various cost reduction programs over the past few [removed: years.][added: years, including temporary cost containment measures during 2020 in response to COVID-19.]

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

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

We have identified life sciences, [removed: product inspection, and] process [removed: analytics] [added: analytics, and product inspection] as three key areas for acquisitions.

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

Net sales were [removed: $3.0] [added: $3.1] billion for the year ended December 31, [removed: 2019,] [added: 2020,] compared to [removed: $2.9] [added: $3.0] billion in [removed: 2018] [added: 2019] and [removed: $2.7] [added: $2.9] billion in [removed: 2017.][added: 2018.]

This represents an increase of [removed: 2%] [added: 3%] in [removed: 2019] [added: 2020] and [removed: 8%] [added: 2%] in [removed: 2018] [added: 2019] in U.S. dollars and an increase of [removed: 5%] [added: 2% in 2020] and [removed: 6%] [added: 5%] in [added: 2019 in] local [removed: currencies, respectively.][added: currencies.]

[removed: Global market conditions were favorable during 2019, and we] [added: We] continue to benefit from the execution of our global sales and marketing programs, our innovative product portfolio, and [added: investments in our field organization, particularly surrounding digital tools and techniques.]

In [removed: 2019,] [added: 2020,] our net sales by geographic destination increased in U.S. dollars [removed: 5%] [added: compared to 2019 by 1%] in the Americas and 3% [added: both] in [removed: Asia/Rest of World] [added: Europe] and [removed: decreased 2%] in [removed: Europe.][added: Asia/Rest of World.]

In local currencies, our net sales by geographic destination increased in [removed: 2019] [added: 2020] by [removed: 6%] [added: 2%] in the Americas, [removed: 3%] [added: 1%] in Europe, and [removed: 6%] [added: 3%] in Asia/Rest of [removed: World.][added: World, with 7% growth in China.]

Net sales of products increased 2% [added: both] in U.S. dollars and [removed: 4%] in local currencies during [removed: 2019] [added: 2020] and increased [removed: 8% and 6%] [added: 2%] in U.S. dollars and [added: 4%] in local currencies in [removed: 2018.][added: 2019.]

Service revenue (including spare parts) increased [removed: 4%] [added: 3%] in U.S. dollars and [removed: 7%] [added: 2%] in local currencies in [removed: 2019] [added: 2020] and increased [removed: 8% and 6%] [added: 4%] in U.S. dollars and [added: 7%] in local currencies in [removed: 2018.][added: 2019.]

Net sales of our laboratory products and services, which represented approximately [removed: 52%] [added: 54%] of our total net sales in [removed: 2019,] [added: 2020,] increased [removed: 5%] [added: 6%] in U.S. dollars and [removed: 7%] [added: 5%] in local currencies during [removed: 2019.][added: 2020.]

Net sales of our industrial products and services, which represented approximately [removed: 41%] [added: 40%] of our total net sales in [removed: 2019, increased 2%] [added: 2020, decreased 1% both] in U.S. dollars and [removed: 4%] in local currencies during [removed: 2019.][added: 2020.]

Net sales of our food retailing products and services, which represented approximately [removed: 7%] [added: 6%] of our total net sales in [removed: 2019,] [added: 2020,] decreased [removed: 11%] [added: 3%] in U.S. dollars and [removed: 8%] [added: 4%] in local currencies during [removed: 2019.][added: 2020.]

The decline in food retailing is primarily due to [removed: unfavorable] [added: challenging] market [removed: conditions and the timing of project activity.][added: conditions.]

Gross profit as a percentage of net sales was [removed: 57.9%] [added: 58.4%] for [removed: 2019,] [added: 2020,] compared to [removed: 57.4%] [added: 57.9%] for [removed: 2018] [added: 2019] and [removed: 57.8%] [added: 57.4%] for [removed: 2017.][added: 2018.]

Gross profit as a percentage of net sales for products was [removed: 60.4%] [added: 60.3%] for [removed: 2019,] [added: 2020,] compared to [removed: 60.3%] [added: 60.4%] for [removed: 2018] [added: 2019] and [removed: 61.1%] [added: 60.3%] for [removed: 2017.][added: 2018.]

Gross profit as a percentage of net sales for services (including spare parts) was [removed: 49.0%] [added: 51.6%] for [removed: 2019,] [added: 2020,] compared to [removed: 47.0%] [added: 49.0%] for [removed: 2018] [added: 2019] and [removed: 46.1%] [added: 47.0%] for [removed: 2017.][added: 2018.]

Research and development expenses as a percentage of net sales were [added: 4.5% for 2020 and] 4.8% for both 2019 and [removed: 2018, and 4.7% for 2017.][added: 2018.]

Net sales in 2020 were negatively impacted by the COVID-19 pandemic, which reduced global customer demand as further described below.

During 2020, we accelerated our ability to use advanced analytics to identify and pursue growth opportunities, while increasing the effectiveness of our digital tools to support our global sales organization.

We also successfully adapted to a remote work environment and increased overall engagement with our customers with our Go-to-Market and digital approaches.

We remain cautious as

uncertainties relating to COVID-19 and the global economy continue and market conditions may change quickly.

Net sales in local currencies may be adversely affected in future quarters by the COVID-19 pandemic related to unfavorable economic conditions and reduced customer demand.

Our laboratory sales experienced solid growth in 2020, particularly from life sciences and biotech customers.

We also benefited from COVID-19 testing and vaccine development and production preparation activities in biopharma.

We expect to continue to benefit from favorable biopharma market trends including the continued need for COVID-19 testing, treatment, and vaccine production activities.

We should also benefit from increased customer demand for automation, digitalization, and safety; new facility investments; and continued focus on regulatory compliance including data integrity requirements.

However, other segments such as academia and certain segments of chemical were negatively impacted in 2020 and may continue to be challenging.

Our industrial sales experienced a slight decline in 2020 as our product inspection business was particularly impacted in 2020 by reduced customer demand during COVID-19.

Core industrial experienced growth, which included strong growth in China.

Our food retailing sales decreased during 2020 primarily due to a lack of key account activity, weak market conditions, and minimal customer investments during COVID-19.

We also continue to adapt our Go-to-Market approaches with additional inside and telesales resources, while also increasing digital customer interaction.

In 2020, we also made

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adjustments to our service model to incorporate remote service, depot drop-off/pickup, and other approaches to ensure the safety of our technicians and customers.

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used in the life sciences market, for an initial cash payment of $105 million plus additional cash consideration of $10 million that was paid in the first quarter of 2019.

COVID-19

The COVID-19 pandemic has resulted in millions of confirmed cases throughout the world and in all countries where we conduct business.

The outbreak has caused many governments to implement stay-at-home orders, quarantines, and significant restrictions on travel.

Several governments have also implemented work restrictions that prohibit many employees from going to their customary work locations and that require these employees to work remotely if possible.

Quarantines, travel bans, work and other restrictions were initially put in place on a national level in China in January 2020, and with the global spread of the virus, subsequently adopted in other countries and regions with many restrictions in Asia Pacific, Europe, North America, and South America.

These restrictions continue to change as COVID-19 evolves in each country and region.

The health and safety of our employees and business partners have been our highest priority throughout the COVID-19 pandemic, and we have implemented several preventative and protective measures relating to social distancing, hygiene, health monitoring, personal protective equipment, split shifts, and remote work.

We have also implemented business continuity plans and have been able to continue to support our customers with their essential businesses such as life sciences, food manufacturing, chemicals (e.g., sanitizers, disinfectants, soaps, etc.), food retail, and transportation and logistics.

Our production and logistics facilities are currently operational, and our office-based employees have been able to work remotely in adherence to applicable jurisdictional stay-at-home orders.

Our supply chain is currently continuing with minimal interruption, and we generally maintain adequate product inventory levels and safety stock for certain components.

We quickly adapted to leverage our digital and remote sales and service capabilities, while also meeting delivery requirements with our global supply chain.

Our service organization also continues to provide on-site and remote customer support to facilitate uptime, productivity, and regulatory compliance.

We have also implemented various temporary cost containment measures related to workforce management and discretionary spending.

Our workforce management measures primarily included reduced work hours, salary freezes, and voluntary senior leadership salary reductions.

We maintain adequate liquidity consisting of approximately $602.5 million of additional borrowings available under our Credit Agreement and $94.3 million of cash and cash equivalents as of December 31, 2020.

COVID-19 presents several risks to our business as further described on page 14 in the Risk Factors section of this Form 10-K.

During the year ended December 31, 2020, COVID-19 had a negative impact on our business, primarily related to reduced customer demand.

We remain cautious as uncertainties related to COVID-19 and the resulting impact to the global economy continue in most regions of the world and market conditions can change quickly.

With the global spread of the virus and related negative impact to the global economy, we may experience reduced global sales volume due to lower customer demand.

The longer-term effects on our business will be impacted by the global economy and any recession implications in different regions of the world.

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

However, market conditions are uncertain and can also change quickly, particularly in emerging markets.

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.

Economic uncertainties also exist in certain regions of the world, including the potential impact from prolonged international trade/tariff disputes.

With respect to our end-user markets, we experienced increased results during 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.

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

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.

sales growth in China.

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

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

The Biotix acquisition contributed approximately 1% to local currency sales in 2018.

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 Biotix acquisition contributed approximately 1% to our net sales of products during 2018.

The local currency increase in net sales of our laboratory-related products during 2019 includes solid growth in most product categories, especially analytical instruments, process analytics, and pipettes.

The local currency increase in net sales of our industrial-related products during 2019 includes strong growth in core industrial products, and strong project activity in transportation and logistics.

The increase in gross profit as a percentage of net sales for 2019 reflects favorable price realization and productivity, partially offset by tariff costs and initial costs associated with new product introductions.

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

The tariffs became effective at various points during 2018 and the first half of 2019.

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

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

Other charges (income), net in 2017 includes $1.7 million of acquisition costs and 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.

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

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

The tax effects of the Act are reflected in Note 14 to our consolidated financial statements.

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

These amounts include an aggregate cash charge of $62 million for un-repatriated foreign earnings which is expected to be paid over a period of up to eight years beginning in 2018, and a non-cash charge of $13 million related to certain deferred tax and other non-cash items.

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

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

The 2019 increase of 5% in both total net sales and net sales to external customers includes particularly strong growth in laboratory-related products.

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.

The segment profit increase includes higher net sales volume and benefits from our margin expansion and facility consolidation initiatives, offset in part by investments in our sales and service organization and initial costs of new product introductions.

| | |

| --- | --- |

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

Segment profit during 2019 includes higher net sales and benefits from our margin expansion initiatives, offset in part by increased research and development and sales and marketing investments, initial costs associated with new product introductions, and unfavorable currency translation.

While Chinese market conditions have been favorable, the Chinese economy has historically been volatile and market conditions may change unfavorably due to various factors.

| | |

| --- | --- |

Our business is geographically diversified, with net sales in [removed: 2019] [added: 2020] derived 30% from Europe, [removed: 39%] [added: 38%] from North and South America, and [removed: 31%] [added: 32%] from Asia and other countries.

Our customer base is also diversified by industry and by individual [removed: customer.][added: end-customer.]

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

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

The laboratory instruments and related service business accounted for approximately [removed: 52%] [added: 54%] of our net sales in [removed: 2019, 51%] [added: 2020, 52%] in [removed: 2018,] [added: 2019,] and [removed: 50%] [added: 51%] in [removed: 2017.][added: 2018.]

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

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

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

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

The industrial instruments and related service business accounted for approximately [removed: 41%] [added: 40%] of our net sales in [removed: 2019 and 2018] [added: 2020] and [removed: 42%] [added: 41%] in [removed: 2017.][added: 2019 and 2018.]

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

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

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

The retail business accounted for approximately [removed: 7%] [added: 6%] of our net sales in [removed: 2019] [added: 2020, 7% in 2019,] and 8% in [removed: 2018 and 2017.][added: 2018.]

Our principal customers include companies in the following key [removed: end markets:] [added: end-markets:] the life science industry (pharmaceutical and biotech companies, as well as independent research [removed: organizations);] [added: organizations and testing labs);] food and beverage [removed: producers;] [added: manufacturers;] chemical, specialty chemicals, and cosmetics companies; food [removed: retailers; the]

[added: retailers; the] transportation and logistics industry; the metals industry; the electronics industry; and the academic community.

We have a diversified customer base, with no single end-customer accounting for more than 1% of [removed: 2019] [added: 2020] net sales.

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: 2019,] [added: 2020,] our sales and service group consisted of approximately 8,150 employees in sales, marketing and customer service (including related administration), and post-sales technical service, located in approximately 40 countries.

Our service business continues to be successful with a focus on providing uptime and calibration services, as well as further [removed: expansion of] [added: expanding] our offerings to provide value-added services for a range of market needs, including regulatory compliance, performance enhancements, application expertise and training, and remote services.

Service (representing service contracts, on demand services, and replacement parts) accounted for approximately 22% of our net sales in [added: 2020,] 2019, [removed: 2018,] and [removed: 2017.][added: 2018.]

Over the last three years, we have invested [removed: $413] [added: $425] million in research and development [removed: ($144] [added: ($140] million in [removed: 2019, $141] [added: 2020, $144] million in [removed: 2018,] [added: 2019,] and [removed: $128] [added: $141] million in [removed: 2017),] [added: 2018),] which is approximately 5% of net sales for each year.

[removed: | • | technology advancements, which generate new products or features and increase the value of our products.] These advancements may be in the form of enhanced or new functionality, new applications for our technologies, more accurate or reliable measurement, additional software capability, or automation through robotics or other means. [removed: |]

[removed: | • |] [added: -] cost reductions, which reduce the manufacturing cost of our products through better overall design and/or improve the ease of serviceability. [removed: |]

We have approximately [removed: 1,300] [added: 1,400] employees in research and development and product engineering in countries around the globe.

We expect to make net investments in new [added: or expanded] manufacturing facilities of approximately [removed: $15] [added: $10] million to [removed: $20] [added: $15] million in [removed: 2020.][added: 2021.]

Our total global workforce was [removed: 16,200,] [added: 16,500,] including [removed: 14,850] [added: 14,900] employees and [removed: 1,350] [added: 1,600] temporary personnel, as of December 31, [removed: 2019,] [added: 2020,] and includes approximately 6,000 in Europe, [removed: 4,700] [added: 4,900] in North and South America, and [removed: 5,500] [added: 5,600] in Asia and other countries.

Approximately [removed: 7,200] [added: 7,400] employees are represented by collective bargaining or another arrangement organized to represent employee interests.

[removed: We designed] [added: More than 10 years ago, we launched] 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 [removed: long-term] [added: 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 implemented the Blue Ocean program in our Swiss, Chinese, U.K., Benelux, German, [removed: and certain U.S.] [added: U.S.,] and Southeast Asia operations.

[removed: A former subsidiary of Mettler-Toledo, LLC known as Hi-Speed] Checkweigher Co., Inc. was one of two private parties ordered by the New Jersey Department of Environmental Protection, in an administrative consent order signed on June 13, 1988, to investigate and remediate certain ground water contamination at a property in Landing, New Jersey.

We estimate that the costs of compliance associated with the site over the next several years will [removed: approximate] [added: be approximately] a total of $0.4 million.

[added: It is possible that these sites, as well as disposal sites] owned by third parties to which we have sent wastes, may in the future be identified and become the subject of remediation.

These advantages include our worldwide market leadership positions; our global brand and reputation; our track record of technological innovation; our comprehensive, high-quality solution offering; our global sales and service offering; our large installed base of instruments; and the diversification of our revenue base by geographic region, product range, [removed: application] [added: application,] and customer.

You can view and download free of charge copies of each of our filings with the SEC on Form 10-K, Form 10-Q, Form 8-K, and Schedule 14A and all amendments to those reports by accessing www.mt.com, clicking on *About Us, Investor Relations,* and then clicking on *SEC Filings.* The SEC maintains a website at [removed: http://www.sec.gov] [added: https://www.sec.gov] that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

[removed: | • |] [added: -] Corporate Governance Guidelines [removed: |]

[removed: | • |] [added: -] Audit Committee Charter [removed: |]

[removed: | • |] [added: -] Compensation Committee Charter [removed: |]

More than half of our

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- technology advancements, which generate new products or features and increase the value of our products.

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We are proud of our corporate culture and our talented employees.

We endeavor to continue to provide an attractive work environment and keep our employees fully engaged.

We know that our future success depends on attracting, developing, and retaining the best employees.

We promote equal opportunity worldwide and value diversity in our global workforce, which reflects the diversity in the many communities in which we operate internationally.

We employ people of more than 85 nationalities.

We wish to further promote all forms of diversity, and we encourage all employees, inclusive of all our demographics, to take on more responsibilities and management positions.

As of December 31, 2020, approximately 35% of our global employee headcount was female, with approximately 27% holding management positions.

We place great emphasis on performance management, training, and developing our employees across all levels and regions.

During 2020, approximately 14,500 employees completed one or more training courses.

Lastly, we have local safety programs in place in all relevant units, and select locations have implemented a certified work safety management system.

Severe workplace accidents are rare and we have had no fatalities from occupational incidents in the past five years.

As of 2020, we achieved carbon neutrality with respect to Scope 1 and Scope 2 CO2 emissions.

We also broadened our goals

[Table of Contents](#i6b76cddda17946d8a631821a5e0f01a9_7)

relating to waste, including reducing our waste intensity by 20% and achieving zero waste to landfill, in each case by 2025.

A former subsidiary of Mettler-Toledo, LLC known as Hi-Speed

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Close to half of our process

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

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

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

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

| | | [added: | | | |] For the fiscal year ended December 31, [removed: 2019] [added: 2020] | | [added: | | | |]

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

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

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

| Delaware | [added: | |] 13-3668641 | [added: | |]

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

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

| Title of each class | [added: | |] Trading Symbol | [added: | |] Name of each exchange on which registered | [added: | |]

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

As of January [removed: 31, 2020] [added: 25, 2021] there were [removed: 24,052,834] [added: 23,408,050] 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: 2019] [added: 2020] (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: 2019)] [added: 2020)] was approximately [removed: $20.7] [added: $19.3] billion.

| Document | | [added: | | | |] Part of Form 10-K Into Which Incorporated | [added: | |]

| Certain Sections of the Proxy Statement for [removed: 2020] [added: 2021] | | [added: | | | |] Part III | [added: | |]

| Annual Meeting of Shareholders | | | [added: | | | | | |]

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2019][added: 2020]

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| | [added: | |] [Executive Officers of the [removed: Registrant](#s4B7D2C421F575F2193845F98E3A709A7)] [added: Registrant](#i6b76cddda17946d8a631821a5e0f01a9_28)] | [removed: [27](#s4B7D2C421F575F2193845F98E3A709A7)] | [added: | [27](#i6b76cddda17946d8a631821a5e0f01a9_28) | | |]

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| [Item [removed: 9B.](#s1F46801C2F655A60A468176157FF35C9)] [added: 9B.](#i6b76cddda17946d8a631821a5e0f01a9_55)] | [added: | |] [Other [removed: Information](#s1F46801C2F655A60A468176157FF35C9)] [added: Information](#i6b76cddda17946d8a631821a5e0f01a9_55)] | [removed: [49](#s1F46801C2F655A60A468176157FF35C9)] | [added: | [48](#i6b76cddda17946d8a631821a5e0f01a9_55) | | |]

| [removed: [PART III](#s9B5EDA05655C51AFBE2A797595734396)] [added: [PART III](#i6b76cddda17946d8a631821a5e0f01a9_58)] | | | [added: | | | | | |]

| [Item [removed: 10.](#s8C7CE697045750FB90B4F4D2F6A2132C)] [added: 10.](#i6b76cddda17946d8a631821a5e0f01a9_61)] | [added: | |] [Directors, Executive Officers, and Corporate [removed: Governance](#s8C7CE697045750FB90B4F4D2F6A2132C)] [added: Governance](#i6b76cddda17946d8a631821a5e0f01a9_61)] | [removed: [50](#s8C7CE697045750FB90B4F4D2F6A2132C)] | [added: | [49](#i6b76cddda17946d8a631821a5e0f01a9_61) | | |]

| [Item [removed: 11.](#s8785BAB4BE0851C0ABB6837561BA98AF)] [added: 11.](#i6b76cddda17946d8a631821a5e0f01a9_64)] | [added: | |] [Executive [removed: Compensation](#s8785BAB4BE0851C0ABB6837561BA98AF)] [added: Compensation](#i6b76cddda17946d8a631821a5e0f01a9_64)] | [removed: [51](#s8785BAB4BE0851C0ABB6837561BA98AF)] | [added: | [50](#i6b76cddda17946d8a631821a5e0f01a9_64) | | |]

| [Item [removed: 12.](#sDC6648D7ADDD5254BAF65B6560C52E4D)] [added: 12.](#i6b76cddda17946d8a631821a5e0f01a9_67)] | [added: | |] [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sDC6648D7ADDD5254BAF65B6560C52E4D)] [added: Matters](#i6b76cddda17946d8a631821a5e0f01a9_67)] | [removed: [51](#sDC6648D7ADDD5254BAF65B6560C52E4D)] | [added: | [50](#i6b76cddda17946d8a631821a5e0f01a9_67) | | |]

| [Item [removed: 13.](#s977148B038CC597FB1B0A4C4CA001BAE)] [added: 13.](#i6b76cddda17946d8a631821a5e0f01a9_70)] | [added: | |] [Certain Relationships and Related Transactions and Director [removed: Independence](#s977148B038CC597FB1B0A4C4CA001BAE)] [added: Independence](#i6b76cddda17946d8a631821a5e0f01a9_70)] | [removed: [51](#s977148B038CC597FB1B0A4C4CA001BAE)] | [added: | [50](#i6b76cddda17946d8a631821a5e0f01a9_70) | | |]

| [Item [removed: 14.](#s7881565D89AA52FBBAA0576AEEDD71B3)] [added: 14.](#i6b76cddda17946d8a631821a5e0f01a9_73)] | [added: | |] [Principal Accounting Fees and [removed: Services](#s7881565D89AA52FBBAA0576AEEDD71B3)] [added: Services](#i6b76cddda17946d8a631821a5e0f01a9_73)] | [removed: [52](#s7881565D89AA52FBBAA0576AEEDD71B3)] | [added: | [51](#i6b76cddda17946d8a631821a5e0f01a9_73) | | |]

| [Item [removed: 15.](#sCC016D2A7A6B5ACD923FB0E5D48FC6C5)] [added: 15.](#i6b76cddda17946d8a631821a5e0f01a9_79)] | [added: | |] [Exhibits and Financial Statement [removed: Schedules](#sCC016D2A7A6B5ACD923FB0E5D48FC6C5)] [added: Schedules](#i6b76cddda17946d8a631821a5e0f01a9_79)] | [removed: [52](#sCC016D2A7A6B5ACD923FB0E5D48FC6C5)] | [added: | [51](#i6b76cddda17946d8a631821a5e0f01a9_79) | | |]

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| OR | | | | | | | | | | | |

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.

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| [PART I](#i6b76cddda17946d8a631821a5e0f01a9_13) | | | | | | | | |

| [PART II](#i6b76cddda17946d8a631821a5e0f01a9_31) | | | | | | | | |

| [PART IV](#i6b76cddda17946d8a631821a5e0f01a9_76) | | | | | | | | |

| [SIGNATURES](#i6b76cddda17946d8a631821a5e0f01a9_88) | | | | | | [E-3](#i6b76cddda17946d8a631821a5e0f01a9_88) | | |

[Table of Contents](#i6b76cddda17946d8a631821a5e0f01a9_7)

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| OR | | | |

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| [PART I](#s106B95D7F6AD53289E543ADF7FB360DB) | | |

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

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

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

[removed: [Table] [added: [Table] of [removed: Contents](#s54BCE89C9039595EA86BBDD017F18CC9)][added: Contents](#i6b76cddda17946d8a631821a5e0f01a9_7)]

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

| Europe: | | | | | [added: | | | | | | | | | |]

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

| Urdorf, Switzerland | | [added: | | | |] Owned | | [added: | | | |] Swiss Operations | [added: | |]

| Manchester, England | | [added: | | | |] Leased | | [added: | | | |] Western European Operations | [added: | |]

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

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

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

| Albstadt, Germany | | [added: | | | |] Owned | | [added: | | | |] Western European Operations | [added: | |]

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

| Giesen, (Lower Saxony) Germany | | [added: | | | |] Owned | | [added: | | | |] Western European Operations | [added: | |]

| Warsaw, Poland | | [added: | | | |] Leased | | [added: | | | |] Other Operations | [added: | |]

| Americas: | | | | | [added: | | | | | | | | | |]

| Columbus, Ohio | | [added: | | | |] Leased | | [added: | | | |] U.S. Operations | [added: | |]

| Worthington, Ohio (two facilities) | | [added: | | | |] Owned | | [added: | | | |] U.S. Operations | [added: | |]

| Oakland, California | | [added: | | | |] Owned | | [added: | | | |] U.S. Operations | [added: | |]

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

| Tampa, Florida | | [added: | | | |] Owned | | [added: | | | |] U.S. Operations | [added: | |]

| Tijuana, Mexico | | [added: | | | |] Leased | | [added: | | | |] U.S. Operations | [added: | |]

| Thorofare, New Jersey | | [added: | | | |] Owned | | [added: | | | |] U.S. Operations | [added: | |]

| Other: | | | | | [added: | | | | | | | | | |]

| Shanghai, China (two facilities) | | [added: | | | |] Buildings Owned; | | [added: | | | |] Chinese Operations | [added: | |]

| | | [added: | | | |] Land Leased | | | [added: | | | | | |]

| Changzhou, China (two facilities) | | [added: | | | |] Buildings Owned; | | [added: | | | |] Chinese Operations | [added: | |]

| ChengDu, China | | [removed: Buildings] [added: | | | | Building] Owned; | | [added: | | | |] Chinese Operations | [added: | |]

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

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| | | | | | | Land Leased | | | | | | | | |

| | | | | | | Land Leased | | | | | | | | |

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At January [removed: 31, 2020,] [added: 25, 2021,] there were [removed: 43] [added: 39] holders of record of common stock and [removed: 24,052,834] [added: 23,408,050] shares of common stock outstanding.

We estimate we have approximately [removed: 107,895] [added: 116,897] beneficial owners of common stock.

However, we will evaluate this policy on a periodic basis taking into account our results of operations, financial condition, capital [removed: requirements,] [added: requirements] including potential acquisitions, our share repurchase program, the taxation of dividends to our shareholders, and other factors deemed relevant by our Board of Directors.

[removed: [Table] [added: [Table] of [removed: Contents](#s54BCE89C9039595EA86BBDD017F18CC9)][added: Contents](#i6b76cddda17946d8a631821a5e0f01a9_7)]

The following graph compares the cumulative total returns (assuming reinvestment of dividends) on $100 invested on December 31, [removed: 2014] [added: 2015] through December 31, [removed: 2019] [added: 2020] in our common stock, the Standard & Poor’s 500 Composite Stock Index (S&P 500 Index), and the SIC Code 3826 Index — Laboratory Analytical [removed: Instruments.][added: Instruments.]

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(a)]

| | | [added: | | | |] Total Number [removed: of Shares] [added: of Shares] Purchased | | | [added: | | |] Average Price [removed: Paid per] [added: Paid per] Share | | | | [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] | | | [added: | | |] Approximate [removed: Dollar Value] [added: 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] | | |

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

In November [removed: 2018,] [added: 2020,] the [removed: Company's] [added: Company’s] Board of Directors authorized an additional [removed: $2.0] [added: $2.5] billion to the share repurchase program which has [removed: $1.3] [added: $3.1] billion of remaining availability as of December 31, [removed: 2019.][added: 2020.]

We have purchased [removed: 28.6] [added: 29.4] million common shares since the inception of the program in 2004 through December 31, [removed: 2019,] [added: 2020,] at a total cost of [removed: $5.2] [added: $5.9] billion.

During the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] we spent $775 million [removed: and $475 million] [added: in both years] on the repurchase of [removed: 1,094,648] [added: 815,652] shares and [removed: 802,809] [added: 1,094,648] shares at an average price per share of [removed: $707.97] [added: $950.14] and [removed: $591.65,] [added: $707.97,] respectively.

We reissued [removed: 298,002] [added: 162,176] shares and [removed: 183,379] [added: 298,002] shares held in treasury for the exercise of stock options and restricted stock units during [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

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| | | | 12/31/15 | | | 12/31/16 | | | 12/31/17 | | | 12/31/18 | | | 12/31/19 | | | 12/31/20 | | |

| Mettler-Toledo | | | $100 | | | $123 | | | $183 | | | $167 | | | $234 | | | $336 | | |

| S&P 500 Index | | | $100 | | | $112 | | | $136 | | | $130 | | | $171 | | | $203 | | |

| SIC Code 3826 Index | | | $100 | | | $101 | | | $139 | | | $155 | | | $212 | | | $294 | | |

(a) The Performance Graph will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates it by reference.

In addition, the Performance Graph will not be deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A or 14C, other than as provided in Regulation S-K, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, except to the extent that the Company specifically requests that such information be treated as soliciting material or specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act.

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| October 1 to October 31, 2020 | | | | | | 97,777 | | | | | | $ | 1,022.61 | | | | | 97,777 | | | | | | $ | 833,435 | |

| November 1 to November 30, 2020 | | | | | | 114,527 | | | | | | 1,131.02 | | | | | | 114,527 | | | | | | 3,203,901 | | |

| December 1 to December 31, 2020 | | | | | | 127,818 | | | | | | 1,138.12 | | | | | | 127,818 | | | | | | 3,058,426 | | |

| Total | | | | | | 340,122 | | | | | | $ | 1,102.52 | | | | | 340,122 | | | | | | $ | 3,058,426 | |

[Table of Contents](#i6b76cddda17946d8a631821a5e0f01a9_7)


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| | 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 |

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

| 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 | |

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| --- | --- |

| | [added: | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | | | [removed: 2017] | | [added: 2017] | | [removed: 2016] | | | | [removed: 2015] [added: 2016] | | |

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

| Net sales | [added: | |] $ | [removed: 3,008,652] [added: 3,085,177] | | | [added: | |] $ | [removed: 2,935,586] [added: 3,008,652] | | | [added: | |] $ | [removed: 2,725,053] [added: 2,935,586] | | | [added: | |] $ | [removed: 2,508,257] [added: 2,725,053] | | | [added: | |] $ | [removed: 2,395,447] [added: 2,508,257] | |

| Cost of sales | [added: | | 1,284,146 | | | | | |] 1,267,441 | | | | [added: | |] 1,251,208 | | | | [removed: 1,149,302] | | [added: 1,149,302] | | [removed: 1,070,525] | | | | [removed: 1,040,510] [added: 1,070,525] | | |

| Gross profit | [added: | | 1,801,031 | | | | | |] 1,741,211 | | | | [added: | |] 1,684,378 | | | | [removed: 1,575,751] | | [added: 1,575,751] | | [removed: 1,437,732] | | | | [removed: 1,354,937] [added: 1,437,732] | | |

| Research and development | [added: | | 140,102 | | | | | |] 143,950 | | | | [added: | |] 141,071 | | | | [removed: 128,308] | | [added: 128,308] | | [removed: 119,196] | | | | [removed: 118,557] [added: 119,196] | | |

| Selling, general, and administrative | [added: | | 820,221 | | | | | |] 819,183 | | | | [added: | |] 812,802 | | | | [removed: 794,861] | | [added: 794,861] | | [removed: 745,358] | | | | [removed: 717,022] [added: 745,358] | | |

| Amortization | [added: | | 56,665 | | | | | |] 49,690 | | | | [added: | |] 47,524 | | | | [removed: 42,671] | | [added: 42,671] | | [removed: 36,052] | | | | [removed: 30,951] [added: 36,052] | | |

| Interest expense | [added: | | 38,616 | | | | | |] 37,411 | | | | [added: | |] 34,511 | | | | [removed: 32,785] | | [added: 32,785] | | [removed: 28,026] | | | | [removed: 27,451] [added: 28,026] | | |

| Restructuring charges(a) | [added: | | 10,516 | | | | | |] 15,760 | | | | [added: | |] 18,420 | | | | [removed: 12,772] | | [added: 12,772] | | [removed: 6,235] | | | | [removed: 11,148] [added: 6,235] | | |

| Other [removed: charges (income),] [added: income,] net(b) | [removed: (6,177] | | [removed: )] [added: (13,832)] | | [removed: (21,808] | | [removed: )] | | [removed: (9,868] [added: (6,177)] | | [removed: )] | | [removed: (1,328] | | [removed: )] [added: (21,808)] | | [removed: (13,616] | | [removed: )] | [added: | (9,868) | | | | | | (1,328) | | |]

| Earnings before taxes | [added: | | 748,743 | | | | | |] 681,394 | | | | [added: | |] 651,858 | | | | [removed: 574,222] | | [added: 574,222] | | [removed: 504,193] | | | | [removed: 463,424] [added: 504,193] | | |

| Provision for taxes(c) | [added: | | 146,004 | | | | | |] 120,285 | | | | [added: | |] 139,247 | | | | [removed: 198,250] | | [added: 198,250] | | [removed: 119,823] | | | | [removed: 110,604] [added: 119,823] | | |

| Net earnings | [added: | |] $ | [removed: 561,109] [added: 602,739] | | | [added: | |] $ | [removed: 512,611] [added: 561,109] | | | [added: | |] $ | [removed: 375,972] [added: 512,611] | | | [added: | |] $ | [removed: 384,370] [added: 375,972] | | | [added: | |] $ | [removed: 352,820] [added: 384,370] | |

| Basic earnings per common share: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| Net earnings | [added: | |] $ | [removed: 22.84] [added: 25.24] | | | [added: | |] $ | [removed: 20.33] [added: 22.84] | | | [added: | |] $ | [removed: 14.62] [added: 20.33] | | | [added: | |] $ | [removed: 14.49] [added: 14.62] | | | [added: | |] $ | [removed: 12.75] [added: 14.49] | |

| Weighted average number of common shares | [added: | | 23,882,648 | | | | | |] 24,567,609 | | | | [added: | |] 25,215,674 | | | | [removed: 25,713,575] | | [added: 25,713,575] | | [removed: 26,517,768] | | | | [removed: 27,680,918] [added: 26,517,768] | | |

| Diluted earnings per common share: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| Net earnings | [added: | |] $ | [removed: 22.47] [added: 24.91] | | | [added: | |] $ | [removed: 19.88] [added: 22.47] | | | [added: | |] $ | [removed: 14.24] [added: 19.88] | | | [added: | |] $ | [removed: 14.22] [added: 14.24] | | | [added: | |] $ | [removed: 12.48] [added: 14.22] | |

| Weighted average number of common and common equivalent shares | [added: | | 24,199,230 | | | | | |] 24,974,457 | | | | [added: | |] 25,781,324 | | | | [removed: 26,393,783] | | [added: 26,393,783] | | [removed: 27,023,905] | | | | [removed: 28,269,615] [added: 27,023,905] | | |

| Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| Cash and cash equivalents | [added: | |] $ | [removed: 207,785] [added: 94,254] | | | [added: | |] $ | [removed: 178,110] [added: 207,785] | | | [added: | |] $ | [removed: 148,687] [added: 178,110] | | | [added: | |] $ | [removed: 158,674] [added: 148,687] | | | [added: | |] $ | [removed: 98,887] [added: 158,674] | |

| Working [removed: capital(d)(e)] [added: capital(d)] | [removed: 203,218] | | [added: 201,857] | | [added: | | | | 230,271 | | | | | |] 182,987 | | | | [removed: 188,040] | | [added: 188,040] | | [removed: 169,569] | | | | [removed: 152,721] [added: 169,569] | | |

| Total assets(e) | [added: | | 2,814,549 | | | | | |] 2,789,321 | | | | [added: | |] 2,618,847 | | | | [removed: 2,549,805] | | [added: 2,549,805] | | [removed: 2,166,777] | | | | [removed: 1,959,335] [added: 2,166,777] | | |

| Long-term debt(d) | [added: | | 1,284,174 | | | | | |] 1,235,350 | | | | [added: | |] 985,021 | | | | [removed: 960,170] | | [added: 960,170] | | [removed: 875,056] | | | | [removed: 575,138] [added: 875,056] | | |

| Other non-current liabilities(e)(f) | [added: | | 372,925 | | | | | |] 333,412 | | | | [added: | |] 260,511 | | | | [removed: 301,452] | | [added: 301,452] | | [removed: 204,957] | | | | [removed: 194,552] [added: 204,957] | | |

| Shareholders’ equity(g) | [added: | | 282,675 | | | | | |] 420,780 | | | | [added: | |] 590,063 | | | | [removed: 547,280] | | [added: 547,280] | | [removed: 434,943] | | | | [removed: 580,457] [added: 434,943] | | |

[removed: | *(a)* | *Restructuring] [added: *(a)Restructuring] charges primarily relate to our global cost reduction programs. [removed: See Note 15 and Note 19 to the consolidated financial statements.* |]

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

[removed: | *(c)* | *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 enactment of the Tax Cuts and Jobs Act. [removed: 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 consolidated financial statements.* |]

[removed: [Table] [added: [Table] of [removed: Contents](#s54BCE89C9039595EA86BBDD017F18CC9)][added: Contents](#i6b76cddda17946d8a631821a5e0f01a9_7)]

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

[removed: | *(e)* | *Includes] [added: *(e)Includes] a lease right-of-use asset of [added: $98.6 million and] $87.3 million, a short-term lease liability of [added: $29.2 million and] $27.6 million, and a long-term lease liability of [added: $69.8 million and] $60.9 million [added: as of December 31, 2020 and 2019, respectively,] in accordance with ASC 842 - Leases that went into effect on January 1, 2019.* [removed: |]

[removed: | *(f)* | *Other] [added: *(f)Other] non-current liabilities consist of pension and other post-retirement liabilities, [removed: the] long-term taxes payable of [added: $37 million, $41 million,] $45 [removed: million] [added: million,] and $48 million as of December 31, [removed: 2019] [added: 2020, 2019, 2018,] and [removed: 2018] [added: 2017] related to the Tax Cuts and Jobs Act, plus certain other non-current liabilities. [removed: See Note 13 to the consolidated financial statements for pension and other post-retirement disclosures.* |]

[removed: | *(g)* | *No] [added: *(g)No] dividends were paid during the five-year period [removed: ended* *December] [added: ended December] 31, [removed: 2019.* |][added: 2020.*]

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

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See Note 15 and Note 19 to the consolidated financial statements.*

*(b)Other charges (income), net includes non-service pension costs (benefits), losses (gains) from foreign currency transactions and 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.

*(c)Provision for taxes for 2019 includes a non-cash net benefit of $15.8 million related to the enactment of Swiss tax reform.

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 consolidated financial statements.*

See Note 13 to the consolidated financial statements for pension and other post-retirement disclosures.*

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

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[Table of Contents](#i6b76cddda17946d8a631821a5e0f01a9_7)

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Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2019.][added: 2020.]

In making this assessment, we used the criteria set forth by the Committee of [added: 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: 2019,] [added: 2020,] the Company’s internal control over financial reporting is effective.

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2019] [added: 2020] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[Table of Contents](#s54BCE89C9039595EA86BBDD017F18CC9)

Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

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| --- | --- |

[removed: [Table] [added: [Table] of [removed: Contents](#s54BCE89C9039595EA86BBDD017F18CC9)][added: Contents](#i6b76cddda17946d8a631821a5e0f01a9_7)]

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

| Olivier A. Filliol | | [removed: 53] | | [added: | | 54 | | | | | |] President and Chief Executive Officer | [added: | |]

| Peter Aggersbjerg | | [removed: 51] | | [added: | | 52 | | | | | |] Head of Divisions and Operations | [added: | |]

| Marc de La Guéronnière | | [removed: 56] | | [added: | | 57 | | | | | |] Head of European and North American Market Organizations | [added: | |]

| Gerhard Keller | | [removed: 52] | | [added: | | 53 | | | | | |] Head of Process Analytics | [added: | |]

| Christian Magloth | | [removed: 54] | | [added: | | 55 | | | | | |] Head of Human Resources | [added: | |]

| Shawn P. Vadala | | [removed: 51] | | [added: | | 52 | | | | | |] Chief Financial Officer | [added: | |]

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

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

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

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

[removed: [Table] [added: [Table] of [removed: Contents](#s54BCE89C9039595EA86BBDD017F18CC9)][added: Contents](#i6b76cddda17946d8a631821a5e0f01a9_7)]

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: 2020] [added: 2021] Proxy Statement.

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| Patrick Kaltenbach | | | | | | 57 | | | | | | Chief Executive Officer Designate | | |

He will step down as Chief Executive Officer as of April 1, 2021 and will remain a director and support the Company in marketing and other organizational matters.

*Patrick Kaltenbach* joined the Company in January 2021 as the Chief Executive Officer Designate and will assume the role of Chief Executive Officer beginning April 1, 2021.

Prior to joining the Company, he served as the President of the Life Sciences Segment at Becton Dickinson since 2018.

He was President of Life Sciences and Applied Markets Group at Agilent from 2014 to 2018.

Previously, he held wide-ranging and increasing leadership roles at Agilent and its predecessor company, Hewlett Packard, since joining in 1991.

| | | | | |

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

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

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| --- | --- |

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: 2020] [added: 2021] Proxy Statement is incorporated by reference herein.

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| --- | --- |

The information appearing in the [removed: section] [added: sections] “Share Ownership” [added: and “Securities Authorized for Issuance under Equity Compensation Plans as of December 31, 2020”] in the [removed: 2020] [added: 2021] Proxy Statement is incorporated by reference herein.

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

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| --- | --- |

Director Independence — The information in the section “Board of Directors — General Information — Independence of the Board” in the [removed: 2020] [added: 2021] Proxy Statement is incorporated by reference herein.

[removed: [Table] [added: [Table] of [removed: Contents](#s54BCE89C9039595EA86BBDD017F18CC9)][added: Contents](#i6b76cddda17946d8a631821a5e0f01a9_7)]

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| --- | --- |

Information appearing in the section “Audit Committee Report” in the [removed: 2020] [added: 2021] Proxy Statement is hereby incorporated by reference.

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| --- | --- |

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| --- | --- |

[removed: [Table] [added: [Table] of [removed: Contents](#s54BCE89C9039595EA86BBDD017F18CC9)][added: Contents](#i6b76cddda17946d8a631821a5e0f01a9_7)]

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

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

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

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

| [removed: [4.3](https://www.sec.gov/Archives/edgar/data/1037646/000103764620000005/exhibit43descriptionof.htm)*] [added: [4.3](https://www.sec.gov/Archives/edgar/data/1037646/000103764621000008/exhibit43descriptionofcapi.htm)*] | [added: | |] [Description of Capital [removed: Stock](https://www.sec.gov/Archives/edgar/data/1037646/000103764620000005/exhibit43descriptionof.htm)] [added: Stock](https://www.sec.gov/Archives/edgar/data/1037646/000103764621000008/exhibit43descriptionofcapi.htm) [of Capital Stock](https://www.sec.gov/Archives/edgar/data/1037646/000103764621000008/exhibit43descriptionofcapi.htm)] | [added: | |]

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

| [10.11](http://www.sec.gov/Archives/edgar/data/1037646/000103764612000048/exhibit41.htm) | [added: | |] [Note Purchase Agreement dated as of October 10, 2012 by and among Mettler-Toledo International Inc., Massachusetts Mutual Life Insurance Company, C.M. Life Insurance Company, MassMutual Asia Limited, The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New [removed: York and] [added: York](http://www.sec.gov/Archives/edgar/data/1037646/000103764612000048/exhibit41.htm)[,](http://www.sec.gov/Archives/edgar/data/1037646/000103764612000048/exhibit41.htm) [and] Aviva [removed: Life, and] [added: Life](http://www.sec.gov/Archives/edgar/data/1037646/000103764612000048/exhibit41.htm) [and] Annuity Company Royal Neighbors of America](http://www.sec.gov/Archives/edgar/data/1037646/000103764612000048/exhibit41.htm)(4) | [added: | |]

| [10.12](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000028/a2013-asupplementtonotepur.htm) | [added: | |] [Note Purchase Supplement dated July 29, 2013 by and among Mettler-Toledo International Inc., Aviva Life and Annuity [removed: Company and] [added: Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000028/a2013-asupplementtonotepur.htm)[,](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000028/a2013-asupplementtonotepur.htm) [and] Teachers Insurance and Annuity Association of America to a Note Purchase Agreement dated October 10, 2012 by and among Mettler-Toledo International Inc., Massachusetts Mutual Life Insurance Company, C.M. Life Insurance Company, MassMutual Asia Limited, The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New York, and Aviva Life and Annuity Company Royal Neighbors of America](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000028/a2013-asupplementtonotepur.htm)(5) | [added: | |]

| [10.13](http://www.sec.gov/Archives/edgar/data/1037646/000103764614000020/exhibit41notepurchaseagree.htm) | [added: | |] [Note Purchase Agreement dated as of June 27, 2014 by and among Mettler-Toledo International Inc., Babson Capital Management LLC, Cigna Investments, Inc., and Teachers Insurance and Annuity Association of America](http://www.sec.gov/Archives/edgar/data/1037646/000103764614000020/exhibit41notepurchaseagree.htm)(6) | [added: | |]

| [10.14](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000011/exhibit41euronotepurchasea.htm) | [added: | |] [Note Purchase Agreement dated as of March 31, 2015 by and among Mettler-Toledo International Inc., Metropolitan Life Insurance Company, MetLife Insurance Company USA, OMI MLIC Investments Limited, and Massachusetts Mutual Life Insurance Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000011/exhibit41euronotepurchasea.htm)(7) | [added: | |]

| [10.15](http://www.sec.gov/Archives/edgar/data/1037646/000103764619000013/a8-k20192029seniornotes.htm) | [added: | |] [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) | [added: | |]

| [removed: [10.16](#)] [added: [10.16](http://www.sec.gov/ix?doc=/Archives/edgar/data/1037646/000103764619000044/mtd8-kx2019euroandseni.htm)] | [added: | |] [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 [removed: Company](#)(9)] [added: Company](http://www.sec.gov/ix?doc=/Archives/edgar/data/1037646/000103764619000044/mtd8-kx2019euroandseni.htm)(9)] | [added: | |]

| [10.21](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w23.htm)† | [added: | |] [Mettler-Toledo International Inc. 2007 Share Plan, effective February 7, [removed: 2008](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w23.htm)(10)] [added: 2008](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w23.htm)(11)] | [added: | |]

| [10.22](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000026/s-8pos1997amendedandrestat.htm)† | [added: | |] [Mettler-Toledo International Inc. 2013 Equity Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000026/s-8pos1997amendedandrestat.htm)(11)] [added: Plan](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000026/s-8pos1997amendedandrestat.htm)(12)] | [added: | |]

| [10.23](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1023formofrestr.htm)† | [added: | |] [Form of Restricted Stock Unit [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1023formofrestr.htm)(12)] [added: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1023formofrestr.htm)(13)] | [added: | |]

| [removed: [10.24](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1024formofperfo.htm)†] [added: [10.24](https://www.sec.gov/Archives/edgar/data/1037646/000103764621000008/exhibit1024formofperforman.htm)†*] | [added: | |] [Form of Performance Share Unit [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1024formofperfo.htm)(12)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1037646/000103764621000008/exhibit1024formofperforman.htm)] | [added: | |]

| [10.25](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1025performance.htm)† | [added: | |] [Performance Stock Option [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1025performance.htm)(12)] [added: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1025performance.htm)(13)] | [added: | |]

| [10.26](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1026formofstock.htm)† | [added: | |] [Form of Stock Option Agreement [removed: Directors](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1026formofstock.htm)(12)] [added: Directors](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1026formofstock.htm)(13)] | [added: | |]