Mettler-Toledo (MTD) 10-K risk factor changes: FY2021 vs FY2020

*The COVID-19 pandemic has [removed: negatively] [added: adversely] affected, and will likely continue to [removed: negatively] [added: adversely] affect, various aspects of our business, [removed: including] [added: such as] our workforce and supply chain, and make it more difficult and expensive to meet our obligations to our customers, and has [removed: resulted in, and will likely continue to result in, reduced demand from] [added: adversely affected the global economy, which in turn can adversely affect] our [removed: customers as their businesses may also be negatively affected.*][added: global business, results of operations, and financial condition.*]

Our global operations [removed: are susceptible] [added: expose us] to [removed: global events] [added: risks associated with public health crises] that could have an adverse effect on our business results and financial condition.

For instance, [removed: we are susceptible to a widespread outbreak of an illness or other health issue, such as] [added: since late 2019,] the [removed: ongoing] coronavirus pandemic [removed: ("COVID-19"), which] [added: (COVID-19)] has spread [removed: globally, resulting in millions of confirmed cases throughout the world and] [added: globally] in all countries where we conduct business.

These restrictions continue to change as COVID-19 [removed: evolves] [added: evolves, variants are discovered, and vaccinations are distributed] in each country and region.

COVID-19 [removed: interferes] [added: has interfered and may continue to interfere] with general commercial activity related to our supply chain and customer base.

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

[removed: We remain cautious as uncertainties] [added: Uncertainties and challenges] related to [removed: COVID-19] [added: COVID-19, including new variants (such as Omicron), lockdowns,] and [added: logistical and inflationary challenges, and] the resulting impact to the economy continue in all regions of the [removed: world] [added: world,] and market conditions may [removed: also] change quickly.

[removed: With the global spread of the virus and related negative impact to] [added: As] the [removed: global economy,] [added: COVID-19 pandemic continues,] we may experience [added: volatility in our results, including] reduced global sales volume from lower customer demand.

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

[removed: 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.

[Table of [removed: Contents](#i6b76cddda17946d8a631821a5e0f01a9_7)][added: Contents](#i92994785b77b4eb197a5b40333ade205_7)]

Economic uncertainty in many parts of the world, including [added: regional effects of the COVID-19 pandemic,] international trade [removed: disputes] [added: disputes,] and sovereign debt levels in the European Union and the United States, are situations that we monitor closely.

For example, our Chinese operations accounted for [removed: 19%] [added: 21%] of sales to external customers, approximately [removed: 32%] [added: 36%] of our global production, and [removed: 32%] [added: 35%] of total segment profit during [removed: 2020.][added: 2021.]

- 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: $43.2] [added: $59.0] million of cash at December 31, [removed: 2020] [added: 2021] in our Chinese subsidiaries;

- other uncertain local economic, political, and social conditions, including [removed: hyper-inflationary conditions] [added: inflation, hyper-inflation, and other decreases in purchasing power,] or periods of low or no productivity growth; and

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

If we cannot comply with these or other applicable [removed: regulations,] [added: regulations or these regulations are amended to make it more difficult to repatriate the funds,] we may face increased difficulties in using cash generated in China.

[removed: We follow all relevant laws and] [added: While we] continue to do business in [removed: Russia.][added: Russia, we follow all relevant laws and regulations.]

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

Our [added: internally developed] system and [removed: processes] [added: processes, as well as those provided by third-party vendors,] may be susceptible to damage or interruption from cybersecurity incidents, such as terrorist or hacker attacks, the introduction of malicious computer viruses, ransomware, falsification of banking and other information, insider risk, or other security breaches.

If a customer alleges that a cyber attack causes or contributes to a loss or compromise of critical information, [added: whether or not caused by us,] we could face harm to our reputation and financial condition.

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

If a customer alleges system failures in our products and/or software cause or contribute to a loss, [added: whether or not caused by us,] we could face harm to our reputation and [added: our] financial condition and legal liability.

We have also been implementing [removed: a] [added: our Blue Ocean] 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 [removed: Swiss,] [added: U.S.,] Chinese, [added: Swiss, German,] U.K., Benelux, [removed: German, U.S.,] [added: Spain, Japan,] and Southeast Asia operations.

We estimate that we have [removed: more than 80%] [added: approximately 85%] of our users on the program and will continue to implement additional locations and functionality over the coming years.

If we experience any significant disruption in these facilities for any reason, such as the COVID-19 pandemic described on page 14, [added: global supply chain and production issues,] strikes or other labor unrest, power interruptions, cybersecurity attacks, fire, earthquakes, hurricanes, floods, rising water levels, [added: other weather events] or [added: natural disasters (including the potential impacts of climate change), or] other events beyond our control, we may be unable to satisfy customer demand for our products or services resulting in lost sales.

[removed: It may be expensive to resolve these] issues, even though some of these risks are covered by insurance policies.

Some items are purchased from a limited or single source of supply, and disruption of these sources [added: whether as a result of issues with our suppliers' operation or the timely availability of shipments from freight carriers] could affect our ability to manufacture products.

Even where multiple sources of materials and components are available, the quality of the alternative materials, regulatory and contractual requirements to qualify [added: 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.]

To remain competitive, we must continue to make significant investments in research and development, sales and marketing, [removed: and] customer service and [removed: support.][added: support, and operational excellence throughout our supply chain.]

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

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

We estimate a 1% strengthening of the Swiss franc against the euro would reduce our earnings before tax by approximately [removed: $1.6] [added: $1.9] million to [removed: $1.8] [added: $2.1] million annually.

The impact on our earnings before tax of the Chinese renminbi weakening 1% against the U.S. dollar is a reduction of approximately [removed: $2.0] [added: $2.9] million to [removed: $2.2] [added: $3.1] million annually.

Based on our outstanding debt at December 31, [removed: 2020,] [added: 2021,] 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: $25.2] [added: $34.3] million in the reported U.S. dollar value of our debt.

As of December 31, [removed: 2020,] [added: 2021,] our consolidated balance sheet included goodwill of [removed: $550.3] [added: $648.6] million and other intangible assets of [removed: $196.8] [added: $307.5] million.

In preparing the valuation models, we consider a number of factors, including operating results, business plans, economic conditions, future cash flows, and [removed: transactions] [added: transaction] and market data.

[added: These types of events and resulting analysis could result in] impairment charges for goodwill and other indefinite-lived intangible assets if the fair value estimate declines below the carrying value.

Our effective tax rates and tax obligations could be adversely affected by changes in tax laws or [removed: rates,] [added: rates (including the potential implementation of various U.S. tax proposals),] changes in the mix of earnings by jurisdiction, changes in the valuation of deferred tax assets and liabilities, and material adjustments from tax audits.

The COVID-19 pandemic is evolving and has led to the implementation of various responses, including government-imposed quarantines, stay-at-home orders and lockdowns, travel restrictions, vaccination and testing requirements, and other public health safety measures.

The COVID-19 pandemic has resulted and may continue to result in significant disruptions to the global economy, as well as to businesses and capital markets around the world.

Future impacts to the Company's business as a result of COVID-19 and its variants could also include disruptions to the Company's manufacturing operations caused by lockdowns, facility closures, reductions in operating hours, staggered shifts and other social distancing efforts, and labor shortages.

The emergence of the Omicron variant of COVID-19 in late 2021 has presented particular challenges to the global economy given its high level of transmissibility, which can cause many people to be affected at the same time or over a short period of time, leading to potential disruptions to our business and supply chain.

Our supply chain is currently facing wide-ranging global challenges, although we have been able to meet delivery requirements of our customers with some interruption.

We continue to closely monitor risks associated with our supply chain, including the availability of certain components, material shortages, supplier delays, potential transportation delays, and higher transportation and material costs.

Global inflation also significantly increased during 2021 related to the COVID-19 economic recovery and associated disruptions in global demand, logistics, and labor markets.

These inflationary conditions could have a negative impact on our operating results in future years.

Disruptions in labor markets, including a new competitive landscape created by remote work capabilities, could also lead to higher attrition, increased compensation levels, and longer recruiting cycles.

While it is difficult to estimate the

- domestic purchasing requirements that could favor local competition;

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

It may be expensive to resolve these

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

The COVID-19 pandemic has caused numerous disruptions to supply chains, often resulting in delivery delays, inflated costs, and increases in shipping rates.

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

in our operations.

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

For information on the impact of the United Kingdom's withdrawal from the European Union, see "Risk Factors — The United Kingdom's withdrawal from the European Union could adversely impact our results of operations."

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

The Organization for Economic Co-Operation and Development (OECD) has recently proposed changes to the current transfer pricing arm’s length standard for allocating profit as well as a 15% minimum tax by jurisdiction.

While the provision to alter the way profit is allocated by jurisdiction is not expected to impact the Company, the 15% minimum tax by jurisdiction may adversely impact the Company's global tax provision.

Additionally, the U.S. has proposed certain changes in the way U.S. multinational companies are taxed, which may also result in higher tax obligations.

Certain governments also have implemented domestic purchasing requirements that could favor local competition and result in reduced sales.

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

On January 31, 2020, the U.K. formally left the E.U. (commonly referred to as Brexit).

This Trade and Cooperation Agreement came into effect on May 1, 2021 after it was ratified by both the European Parliament and Council of the European Union.

We have corporate programs in place to manage compliance and stakeholder expectations related to environmental matters, but increasing public interest in climate change

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

topics may result in the enactment of additional governmental laws and regulations related to this subject area.

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

On November 30, 2020, to facilitate an orderly LIBOR transition, the Office of the Comptroller of the Currency, the Federal Deposit Insurance

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

Corporation, and the Board of Governors of the Federal Reserve jointly announced that entering into new contracts using LIBOR as a reference rate after December 31, 2021 would create a safety and soundness risk.

On March 5, 2021, the Financial Conduct Authority announced that all LIBOR benchmarks will either no longer be provided by any administrator or no longer be representative after December 31, 2021 in the case of one-week and two-month U.S. dollar LIBOR, and after June 30, 2023 in the case of the remaining U.S. dollar LIBOR benchmarks.

As mentioned in Note 2 to the consolidated financial statements, our current interest rate swap, cross currency swap, and credit agreements include fallback protocols when LIBOR is discontinued.

- the estimated costs of transportation and logistics;

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

The pandemic 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 many other countries and regions with many restrictions in Asia Pacific, Europe, North America, and South America.

As a result of pandemic outbreaks, including COVID-19, businesses can be shut down; supply chains can be interrupted, slowed, or rendered inoperable; and individuals can become ill, quarantined, or otherwise unable to work and/or travel due to health reasons or governmental restrictions.

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

China into other currencies and to repatriate these funds.

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.

liabilities assumed.

These types of events and resulting analysis could result in

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

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

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

In June 2016, voters in the United Kingdom ("U.K.") approved an advisory referendum to withdraw from the European Union ("E.U."), commonly referred to as "Brexit." 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 received all necessary parliamentary approvals.

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.

The Trade and Cooperation Agreement is subject to formal approval by the European Parliament and the Council of the European Union before it comes into effect and has been applied provisionally since January 1, 2021.

The Trade and

We may also face

The

Net sales in U.S. dollars increased [removed: 3%] [added: 21%] in [removed: 2020] [added: 2021] and [removed: 2%] [added: 3%] in [removed: 2019.][added: 2020.]

Excluding the effect of currency exchange rate fluctuations, or in local currencies, net sales increased [removed: 2%] [added: 18%] in [removed: 2020] [added: 2021] and [removed: 5%] [added: 2%] in [removed: 2019.][added: 2020.]

[removed: However, we] [added: 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 sophisticated global sales and marketing programs.

During [removed: 2020,] [added: the past two years,] 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 [added: have] also successfully adapted to [removed: a] remote [added: and hybrid] work [removed: environment] [added: environments] and increased [removed: overall] engagement with our customers with our Go-to-Market and digital approaches.

[Table of [removed: Contents](#i6b76cddda17946d8a631821a5e0f01a9_7)][added: Contents](#i92994785b77b4eb197a5b40333ade205_7)]

[removed: uncertainties relating] [added: Uncertainties related] to COVID-19 and the [added: resulting impact to the] global economy continue [added: in most regions of the world,] and market conditions [removed: may] [added: can] change quickly.

Our laboratory sales experienced [removed: solid] [added: excellent] growth in [removed: 2020,] [added: 2021,] particularly from life sciences and biotech [removed: customers.][added: customers, while other end-markets such as the chemical industry experienced a strong recovery.]

We also [removed: benefited from] [added: continue to support] COVID-19 [removed: testing] [added: testing, development, treatment,] and vaccine [removed: development and] production [removed: preparation] activities in biopharma.

We [removed: should] also [added: believe we will] benefit from increased customer demand for automation, digitalization, and safety; new facility investments; and continued focus on regulatory compliance including data integrity requirements.

Our [removed: industrial sales experienced a slight decline in 2020 as our] product inspection business [removed: was particularly impacted in 2020 by reduced] [added: experienced improved] customer demand during [removed: COVID-19.][added: 2021 after being negatively impacted by COVID-19 in 2020.]

We continue to benefit from our [added: strong product offering and] focus on the more attractive, faster-growing segments of the market and strong execution of our growth initiatives in each region.

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

In [removed: 2021,] [added: 2022,] we [removed: expect to] [added: will] continue to pursue the overall business growth strategies which we have followed in recent years:

*Gaining Market Share.* [added: Innovation is essential to gaining market share and is fundamental in all aspects of our business including sales and marketing and technology leadership*.*] Our global sales and marketing initiative, [removed: “Spinnaker,”] [added: Spinnaker,] continues to be an important growth strategy.

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

[removed: Over the past few years, we] [added: We] have also added field sales and service resources to pursue [removed: under-penetrated] [added: underpenetrated] market opportunities and will [removed: consider] [added: make] additional investments to front-end resources [removed: as market conditions improve.][added: in 2022.]

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

[added: We have also made] 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.

*Expanding Emerging Markets.* Emerging markets, comprising Asia (excluding Japan), Eastern Europe, Latin America, the Middle East, and Africa, account for approximately [removed: 35%] [added: 36%] of our total net sales.

We have [removed: more than] [added: nearly] a [removed: 30-year] [added: 35-year] track record in China, and our sales in Asia have grown more than [removed: 12%] [added: 13%] on a compound annual growth basis in local currencies since 1999.

Overall, [added: versus the prior year,] we experienced a [removed: 3%] [added: 20%] increase in emerging market local currency sales by destination during [removed: 2020 versus the prior year,] [added: 2021,] which included [removed: 7%] [added: 25%] local currency sales growth in China.

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

In addition, we aim to create value for our customers by having [removed: an intimate] [added: thorough] knowledge of their processes via our significant installed product base.

[removed: *Expanding Our Margins.* We] [added: However, despite these challenges to our cost structure, we] continue to strive to improve our margins by more effectively pricing our products and [removed: services and] [added: services,] optimizing our cost [removed: structure.][added: structure, and improving our mix in higher-margin businesses such as service.]

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

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

[removed: The COVID-19] [added: Since late 2019, the coronavirus] pandemic [added: (COVID-19)] has [removed: resulted in millions of confirmed cases throughout the world and] [added: spread globally] in all countries where we conduct business.

These restrictions continue to change as COVID-19 [removed: evolves] [added: evolves, variants are discovered, and vaccinations are distributed] 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 [removed: measures relating to social distancing, hygiene, health monitoring, personal protective equipment, split shifts, and remote work.][added: measures.]

We [removed: have] also [removed: implemented business continuity plans and] have [removed: been able to continue] [added: continued] to support our customers with their essential [removed: businesses] [added: 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 [removed: have been able] [added: continue] to [removed: work remotely in adherence] [added: adhere] to [added: any] applicable jurisdictional stay-at-home orders.

[removed: Our] [added: We also continue to leverage our digital and remote sales capabilities, and our] service organization [removed: also] continues to provide on-site and remote customer support to facilitate uptime, productivity, and regulatory compliance.

[removed: We maintain adequate liquidity consisting] [added: As] of [added: December 31, 2021,] approximately [removed: $602.5] [added: $649.0] million of additional borrowings [added: were] available under our Credit Agreement and [removed: $94.3] [added: we maintained $98.6] million of cash and cash [removed: equivalents as of December 31, 2020.][added: equivalents.]

The longer-term effects on our business will be [removed: impacted] [added: influenced] by the global economy and any [removed: recession] [added: economic] implications in different regions of the world.

Net sales were [removed: $3.1] [added: $3.7] billion for the year ended December 31, [removed: 2020,] [added: 2021,] compared to [removed: $3.0] [added: $3.1] billion in [removed: 2019] [added: 2020] and [removed: $2.9] [added: $3.0] billion in [removed: 2018.][added: 2019.]

This represents an increase of [removed: 3%] [added: 21%] in [removed: 2020] [added: 2021] and [removed: 2%] [added: 3%] in [removed: 2019] [added: 2020] in U.S. dollars and an increase of [removed: 2%] [added: 18%] in [removed: 2020] [added: 2021] and [removed: 5%] [added: 2%] in [removed: 2019] [added: 2020] in local currencies.

However, [removed: we remain cautious as] uncertainties [added: and challenges] relating to COVID-19 [added: continue, including new variants (such as Omicron), lockdowns, supply chain] and [added: inflationary challenges, and] the [added: potential impact on] global [removed: economy continue] [added: economies,] and market conditions may change quickly.

In [removed: 2020,] [added: 2021,] our net sales by geographic destination increased in U.S. dollars compared to [removed: 2019] [added: 2020] by [removed: 1%] [added: 20%] in the [removed: Americas and 3% both] [added: Americas, 15%] in [removed: Europe] [added: Europe,] and [added: 26%] in Asia/Rest of World.

In local currencies, our net sales by geographic destination increased in [removed: 2020] [added: 2021] by [removed: 2%] [added: 20%] in the Americas, [removed: 1%] [added: 12%] in Europe, and [removed: 3%] [added: 21%] in Asia/Rest of World, with [removed: 7%] [added: 25%] growth in China.

In 2021, we experienced broad-based growth with robust customer demand in most businesses and regions as global economies recovered from COVID-19.

We also benefited from excellent execution of our sales and marketing programs and effectively navigated supply chain challenges to meet heightened customer demand.

Growth in China was particularly strong.

While global market conditions are currently favorable, challenges remain in the global supply chain and we will face difficult prior period comparisons in 2022 due to strong results in 2021.

Uncertainties and challenges relating to COVID-19 also continue, including new variants (such as Omicron), lockdowns, logistical and inflationary challenges, and the potential impact on global economies, and market conditions may change quickly.

We expect to continue to benefit from favorable biopharma market trends.

Overall, we believe we are well positioned to continue to capture growth and gain market share in our laboratory business.

Our industrial sales experienced strong growth in 2021 in both core industrial and product inspection.

Core industrial experienced particularly strong growth, especially in China and the Americas.

We also continue to benefit from market trends in automation and digitalization.

We

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

Our food retailing sales decreased during 2021 primarily due to weak market dynamics, the timing of project activity, and the negative impact of component shortages.

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

*Expanding Our Margins.* During 2021, we experienced increased inflation in our cost structure, particularly regarding material product costs and transportation and logistics, and we expect our cost structure to further increase in 2022 due to these inflationary dynamics.

For example, in March 2021, we acquired all the membership interests of Mayfair Technology, LLC (PendoTECH), a manufacturer and distributor of single-use sensors, transmitters, control systems, and software for measuring, monitoring, and data collection primarily in bioprocess applications.

PendoTECH serves biopharmaceutical manufacturers and life science laboratories and is located in the United States.

The initial cash payment was $185.0 million and we made other post-closing payments of $7.4 million.

We may be required to pay additional consideration of up to $20.0 million.

In October 2021, we also acquired Scale-up Systems Inc., a leading software provider for scale-up and reaction modeling serving the biopharma and chemical markets.

The initial cash payment was $20.2 million and we may be required to pay additional amounts up to EUR 3.0 million.

The COVID-19 pandemic is evolving and has led to the implementation of various responses, including government-imposed quarantines, stay-at-home orders and lockdowns, travel restrictions, vaccination and testing requirements, and other public health safety measures.

The emergence of the Omicron variant of COVID-19 in late 2021 has presented particular challenges to the global economy given its high level of transmissibility, which

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

can cause many people to be affected at the same time or over a short period of time, leading to potential disruptions to our business and supply chain.

Our supply chain is currently facing wide-ranging global challenges, although we have been able to meet delivery requirements of our customers with some interruption.

We continue to closely monitor risks associated with our supply chain, including the availability of certain components, material shortages, supplier delays, potential transportation delays, and higher transportation and material costs, which could significantly adversely affect sales and/or profitability in future quarters.

The PendoTECH acquisition contributed 1% to our net sales in 2021.

In 2021, we experienced broad-based growth with robust customer demand in most businesses and regions, with particularly strong growth in China.

The PendoTECH acquisition contributed approximately 2% to net sales in the Americas and 1% to net sales in Europe during 2021.

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

The PendoTECH acquisition contributed approximately 1% to our net sales of products during 2021.

Net sales of our laboratory products also benefited approximately 2% from the PendoTECH acquisition.

The local currency increase in net sales of our industrial-related products during 2021 includes strong growth in most product categories, with particularly strong growth in core industrial, especially in China and the Americas.

The decline in food retailing is primarily due to weak market dynamics, the timing of project activity, and the negative impact of component shortages.

The increase during 2021 primarily relates to increased project activity and temporary savings in the prior year.

The increase during 2021 primarily includes higher cash incentive expense, temporary savings in the prior year, and increased sales and marketing investments.

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

Restructuring charges were $5.2 million in 2021, compared to $10.5 million and $15.8 million in 2020 and 2019, respectively.

Restructuring expenses are primarily comprised of employee-related costs.

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

We remain cautious as

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.

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

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

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.

In 2020, we also made

For example, during 2017, we acquired Biotix, Inc., a U.S.-based manufacturer and distributor of plastic consumables associated with pipettes, including tips, tubes, and reagent reservoirs

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

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.

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.

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.

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.

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.

Net sales were negatively impacted by the COVID-19 pandemic and related reduction in global customer demand on our operations.

However, our competitive position increased due to our sophisticated sales and marketing program that was highly effective in the enhanced digital environment, and we strengthened our brand with our ability to serve customers throughout the crisis.

Our heightened focus on the most attractive market segments and differentiated resource allocation helped capture growth by pinpointing which customers would be most COVID-19 resilient and which would recover faster.

Net sales during the second half of 2020 reflected improved customer demand in most businesses and regions with particularly strong growth in China and our laboratory-related products.

As previously mentioned, our laboratory-related products in 2020 benefited from COVID-19 testing and vaccine development and production preparation activities.

The local currency decrease in net sales of our industrial-related products during 2020 includes a decline in product inspection due to challenging market conditions, offset in part by growth in core industrial products.

The decline in food retailing is primarily due to challenging market conditions.

The decrease during 2020 relates to the timing of project activity and was impacted by our temporary cost savings measures.

The decrease during 2020 includes benefits from our temporary and ongoing cost savings initiatives.

For the year ended December 31, 2020, we have incurred $10.5 million of restructuring expenses which primarily comprise employee-related costs.

See Note 15 and Note 19 to our consolidated financial statements for a summary of restructuring activity during 2020.

Other charges (income), net in 2018 also includes a one-time gain of $18.7 million associated with the settlement of the Biotix acquisition contingent consideration, as well as a one-time legal charge of $3.0 million.

The 2018 reported tax rate includes a charge of $3.6 million associated with the Tax Cuts and Jobs Act.

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

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

The increase during 2020 is driven by very strong growth in pipettes, as well as transportation and logistics and good growth in process analytics.

These results were offset in part by declines in product inspection and food retailing.

during 2020 include declines in most products related to lower customer demand as a result of COVID-19, offset in part by strong growth in automated chemistry, pipettes, and product inspection.

Local currency net sales to external customers during 2020 include strong growth in pipettes, offset by declines in industrial-related products related to lower customer demand as a result of COVID-19.

Our business is geographically diversified, with net sales in [removed: 2020] [added: 2021] derived [removed: 30%] [added: 29%] from Europe, 38% from North and South America, and [removed: 32%] [added: 33%] from Asia and other countries.

See Note [removed: 19] [added: 18] to the consolidated financial statements and Item 7.

The laboratory instruments and related service business accounted for approximately [removed: 54%] [added: 56%] of our net sales in [removed: 2020, 52%] [added: 2021, 54%] in [removed: 2019,] [added: 2020,] and [removed: 51%] [added: 52%] in [removed: 2018.][added: 2019.]

[Table of [removed: Contents](#i6b76cddda17946d8a631821a5e0f01a9_7)][added: Contents](#i92994785b77b4eb197a5b40333ade205_7)]

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

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

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

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

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

We believe that our portfolio of integrated technologies can bring significant efficiencies to the development process, enabling our customers to bring new [removed: chemicals and] drugs [added: and chemicals] to market faster.

Our process analytics business provides instruments for the in-line measurement of liquid and gas parameters used primarily in the production process of pharmaceutical, biotech, beverage, [removed: microelectronics,] [added: micro-electronics,] chemical, and refining companies, as well as power plants.

More than half of our [added: process]

[removed: 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 [removed: (US] [added: (U.S.] Pharmacopoeia) regulations for ultrapure water quality.

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

The industrial instruments and related service business accounted for approximately [removed: 40%] [added: 39%] of our net sales in [removed: 2020] [added: 2021, 40% in 2020,] and 41% in [removed: 2019 and 2018.][added: 2019.]

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

The retail business accounted for approximately [removed: 6%] [added: 5%] of our net sales in [removed: 2020, 7%] [added: 2021, 6%] in [removed: 2019,] [added: 2020,] and [removed: 8%] [added: 7%] in [removed: 2018.][added: 2019.]

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

We have a diversified customer base, with no single end-customer accounting for more than 1% of [removed: 2020] [added: 2021] net sales.

At December 31, [removed: 2020,] [added: 2021,] our sales and service group consisted of approximately [removed: 8,150] [added: 8,600] employees in sales, marketing and customer service (including related administration), and post-sales technical service, located in approximately 40 countries.

Service (representing service contracts, on demand services, and replacement parts) accounted for approximately [removed: 22%] [added: 20%] of our net sales in [removed: 2020, 2019,] [added: 2021] and [removed: 2018.][added: approximately 22% in both 2020 and 2019.]

We also have regional logistics hubs to satisfy customer delivery requirements while optimizing our [removed: logistic] [added: logistics] processes.

Over the last three years, we have invested [removed: $425] [added: $454] million in research and development [removed: ($140] [added: ($170] million in [removed: 2020, $144] [added: 2021, $140] million in [removed: 2019,] [added: 2020,] and [removed: $141] [added: $144] million in [removed: 2018),] [added: 2019),] which is approximately 5% of net sales for each year.

Our research and development efforts fall into [removed: two] [added: three] categories:

We have approximately [removed: 1,400] [added: 1,500] employees in research and development and product engineering in countries around the globe.

Backlog is generally a function of requested customer delivery dates and is typically [removed: no] [added: not] longer than one to two months.

This trend has a somewhat greater effect on [removed: income from operations] [added: earnings before taxes] than on net sales because fixed costs are generally incurred evenly across all quarters.

Our total global workforce was [removed: 16,500, including 14,900] [added: 17,800, consisting of 15,600] employees and [removed: 1,600] [added: 2,200] temporary personnel, as of December 31, [removed: 2020,] [added: 2021,] and includes approximately [removed: 6,000] [added: 6,200] in Europe, [removed: 4,900] [added: 5,500] in North and South America, and [removed: 5,600] [added: 6,100] in Asia and other countries.

We promote equal opportunity [added: and inclusiveness] 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 [removed: 85] [added: 100] nationalities.

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

As of December 31, [removed: 2020,] [added: 2021,] approximately [removed: 35%] [added: 36%] of our global employee headcount was female, with approximately [removed: 27%] [added: 28%] holding management positions.

During [removed: 2020,] [added: 2021,] approximately [removed: 14,500] [added: 13,900] employees completed one or more training courses.

Approximately [removed: 7,400] [added: 7,600] employees are represented by collective bargaining or another arrangement organized to represent employee interests.

We do this in five key areas: (1) keeping our operations sustainable over the long term by ensuring we use resources efficiently, (2) helping our customers to be sustainable in their businesses by offering [removed: green] [added: sustainable] 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.

As of 2020, we achieved carbon neutrality with respect to Scope 1 and Scope 2 CO2 [removed: emissions.][added: emissions, and source 100% renewable]

[added: We also broadened our goals] relating to waste, including reducing our waste intensity by 20% and achieving zero waste to landfill, in each case by 2025.

We report annually on our progress [added: related to sustainability topics] in our Corporate Responsibility Report, available on www.mt.com/sustainability.

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

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

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

- applications development to complement our products and provide complete solutions to our customers.

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

electricity.

We are also committed to greenhouse gas emission reduction targets in line with what the latest climate science deems necessary to meet the goals of the 2015 Paris Agreement on climate change.

Our commitment includes near-term, long-term, and net-zero targets consistent with the latest criteria issued by the Science Based Target initiative (SBTi).

We are working toward validating our targets with SBTi and intend to share additional details on the specific targets as we progress through the validation process.

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

customer service and support, and operational excellence throughout our supply chain.

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

The scale screen display allows for in-store marketing and can help encourage consumers in the store to make more purchase decisions at the point of sale.

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

We expect to make net investments in new or expanded manufacturing facilities of approximately $10 million to $15 million in 2021.

We also broadened our goals

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

See the disclosure in Item 1 above under “Environmental [removed: Matters.”][added: Matters,” as well as Note 17 to the consolidated financial statements.]

[Table of [removed: Contents](#i6b76cddda17946d8a631821a5e0f01a9_7)][added: Contents](#i92994785b77b4eb197a5b40333ade205_7)]

| | | | | | | For the fiscal year ended December 31, [removed: 2020] [added: 2021] | | | | | |

As of January [removed: 25, 2021] [added: 27, 2022] there were [removed: 23,408,050] [added: 22,805,615] 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: 2020] [added: 2021] (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: 2020)] [added: 2021)] was approximately [removed: $19.3] [added: $32.0] billion.

| Certain Sections of the Proxy Statement for [removed: 2021] [added: 2022] | | | | | | Part III | | |

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2020][added: 2021]

| [Item [removed: 1.](#i6b76cddda17946d8a631821a5e0f01a9_16)] [added: 1.](#i92994785b77b4eb197a5b40333ade205_16)] | | | [removed: [Business](#i6b76cddda17946d8a631821a5e0f01a9_16)] [added: [Business](#i92994785b77b4eb197a5b40333ade205_16)] | | | [removed: [4](#i6b76cddda17946d8a631821a5e0f01a9_16)] [added: [4](#i92994785b77b4eb197a5b40333ade205_16)] | | |

| [Item [removed: 1A.](#i6b76cddda17946d8a631821a5e0f01a9_19)] [added: 1A.](#i92994785b77b4eb197a5b40333ade205_19)] | | | [Risk [removed: Factors](#i6b76cddda17946d8a631821a5e0f01a9_19)] [added: Factors](#i92994785b77b4eb197a5b40333ade205_19)] | | | [removed: [14](#i6b76cddda17946d8a631821a5e0f01a9_19)] [added: [14](#i92994785b77b4eb197a5b40333ade205_19)] | | |

| [Item [removed: 1B.](#i6b76cddda17946d8a631821a5e0f01a9_22)] [added: 1B.](#i92994785b77b4eb197a5b40333ade205_22)] | | | [Unresolved Staff [removed: Comments](#i6b76cddda17946d8a631821a5e0f01a9_22)] [added: Comments](#i92994785b77b4eb197a5b40333ade205_22)] | | | [removed: [26](#i6b76cddda17946d8a631821a5e0f01a9_22)] [added: [27](#i92994785b77b4eb197a5b40333ade205_22)] | | |

| [Item [removed: 2.](#i6b76cddda17946d8a631821a5e0f01a9_25)] [added: 2.](#i92994785b77b4eb197a5b40333ade205_25)] | | | [removed: [Properties](#i6b76cddda17946d8a631821a5e0f01a9_25)] [added: [Properties](#i92994785b77b4eb197a5b40333ade205_25)] | | | [removed: [27](#i6b76cddda17946d8a631821a5e0f01a9_25)] [added: [28](#i92994785b77b4eb197a5b40333ade205_25)] | | |

| [Item [removed: 3.](#i6b76cddda17946d8a631821a5e0f01a9_28)] [added: 3.](#i92994785b77b4eb197a5b40333ade205_28)] | | | [Legal [removed: Proceedings](#i6b76cddda17946d8a631821a5e0f01a9_28)] [added: Proceedings](#i92994785b77b4eb197a5b40333ade205_28)] | | | [removed: [27](#i6b76cddda17946d8a631821a5e0f01a9_28)] [added: [28](#i92994785b77b4eb197a5b40333ade205_28)] | | |

| | | | [Executive Officers of the [removed: Registrant](#i6b76cddda17946d8a631821a5e0f01a9_28)] [added: Registrant](#i92994785b77b4eb197a5b40333ade205_28)] | | | [removed: [27](#i6b76cddda17946d8a631821a5e0f01a9_28)] [added: [28](#i92994785b77b4eb197a5b40333ade205_28)] | | |

| [Item [removed: 5.](#i6b76cddda17946d8a631821a5e0f01a9_34)] [added: 5.](#i92994785b77b4eb197a5b40333ade205_34)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i6b76cddda17946d8a631821a5e0f01a9_34)] [added: Securities](#i92994785b77b4eb197a5b40333ade205_34)] | | | [removed: [28](#i6b76cddda17946d8a631821a5e0f01a9_34)] [added: [29](#i92994785b77b4eb197a5b40333ade205_34)] | | |

| [Item [removed: 7.](#i6b76cddda17946d8a631821a5e0f01a9_40)] [added: 7.](#i92994785b77b4eb197a5b40333ade205_40)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i6b76cddda17946d8a631821a5e0f01a9_40)] [added: Operations](#i92994785b77b4eb197a5b40333ade205_40)] | | | [removed: [31](#i6b76cddda17946d8a631821a5e0f01a9_40)] [added: [31](#i92994785b77b4eb197a5b40333ade205_40)] | | |

| [Item [removed: 7A.](#i6b76cddda17946d8a631821a5e0f01a9_43)] [added: 7A.](#i92994785b77b4eb197a5b40333ade205_43)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i6b76cddda17946d8a631821a5e0f01a9_43)] [added: Risk](#i92994785b77b4eb197a5b40333ade205_43)] | | | [removed: [47](#i6b76cddda17946d8a631821a5e0f01a9_43)] [added: [46](#i92994785b77b4eb197a5b40333ade205_43)] | | |

| [Item [removed: 8.](#i6b76cddda17946d8a631821a5e0f01a9_46)] [added: 8.](#i92994785b77b4eb197a5b40333ade205_46)] | | | [Financial Statements and Supplementary [removed: Data](#i6b76cddda17946d8a631821a5e0f01a9_46)] [added: Data](#i92994785b77b4eb197a5b40333ade205_46)] | | | [removed: [47](#i6b76cddda17946d8a631821a5e0f01a9_46)] [added: [46](#i92994785b77b4eb197a5b40333ade205_46)] | | |

| [Item [removed: 9.](#i6b76cddda17946d8a631821a5e0f01a9_49)] [added: 9.](#i92994785b77b4eb197a5b40333ade205_49)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i6b76cddda17946d8a631821a5e0f01a9_49)] [added: Disclosure](#i92994785b77b4eb197a5b40333ade205_49)] | | | [removed: [47](#i6b76cddda17946d8a631821a5e0f01a9_49)] [added: [47](#i92994785b77b4eb197a5b40333ade205_49)] | | |

| [Item [removed: 9A.](#i6b76cddda17946d8a631821a5e0f01a9_52)] [added: 9A.](#i92994785b77b4eb197a5b40333ade205_52)] | | | [Controls and [removed: Procedures](#i6b76cddda17946d8a631821a5e0f01a9_52)] [added: Procedures](#i92994785b77b4eb197a5b40333ade205_52)] | | | [removed: [48](#i6b76cddda17946d8a631821a5e0f01a9_52)] [added: [47](#i92994785b77b4eb197a5b40333ade205_52)] | | |

| [Item [removed: 9B.](#i6b76cddda17946d8a631821a5e0f01a9_55)] [added: 9B.](#i92994785b77b4eb197a5b40333ade205_55)] | | | [Other [removed: Information](#i6b76cddda17946d8a631821a5e0f01a9_55)] [added: Information](#i92994785b77b4eb197a5b40333ade205_55)] | | | [removed: [48](#i6b76cddda17946d8a631821a5e0f01a9_55)] [added: [47](#i92994785b77b4eb197a5b40333ade205_55)] | | |

| [PART [removed: III](#i6b76cddda17946d8a631821a5e0f01a9_58)] [added: III](#i92994785b77b4eb197a5b40333ade205_58)] | | | | | | | | |

| [Item [removed: 10.](#i6b76cddda17946d8a631821a5e0f01a9_61)] [added: 10.](#i92994785b77b4eb197a5b40333ade205_61)] | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i6b76cddda17946d8a631821a5e0f01a9_61)] [added: Governance](#i92994785b77b4eb197a5b40333ade205_61)] | | | [removed: [49](#i6b76cddda17946d8a631821a5e0f01a9_61)] [added: [48](#i92994785b77b4eb197a5b40333ade205_61)] | | |

| [Item [removed: 11.](#i6b76cddda17946d8a631821a5e0f01a9_64)] [added: 11.](#i92994785b77b4eb197a5b40333ade205_64)] | | | [Executive [removed: Compensation](#i6b76cddda17946d8a631821a5e0f01a9_64)] [added: Compensation](#i92994785b77b4eb197a5b40333ade205_64)] | | | [removed: [50](#i6b76cddda17946d8a631821a5e0f01a9_64)] [added: [49](#i92994785b77b4eb197a5b40333ade205_64)] | | |

| [Item [removed: 12.](#i6b76cddda17946d8a631821a5e0f01a9_67)] [added: 12.](#i92994785b77b4eb197a5b40333ade205_67)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i6b76cddda17946d8a631821a5e0f01a9_67)] [added: Matters](#i92994785b77b4eb197a5b40333ade205_67)] | | | [removed: [50](#i6b76cddda17946d8a631821a5e0f01a9_67)] [added: [49](#i92994785b77b4eb197a5b40333ade205_67)] | | |

| [Item [removed: 13.](#i6b76cddda17946d8a631821a5e0f01a9_70)] [added: 13.](#i92994785b77b4eb197a5b40333ade205_70)] | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i6b76cddda17946d8a631821a5e0f01a9_70)] [added: Independence](#i92994785b77b4eb197a5b40333ade205_70)] | | | [removed: [50](#i6b76cddda17946d8a631821a5e0f01a9_70)] [added: [49](#i92994785b77b4eb197a5b40333ade205_70)] | | |

| [Item [removed: 14.](#i6b76cddda17946d8a631821a5e0f01a9_73)] [added: 14.](#i92994785b77b4eb197a5b40333ade205_73)] | | | [Principal Accounting Fees and [removed: Services](#i6b76cddda17946d8a631821a5e0f01a9_73)] [added: Services](#i92994785b77b4eb197a5b40333ade205_73)] | | | [removed: [51](#i6b76cddda17946d8a631821a5e0f01a9_73)] [added: [49](#i92994785b77b4eb197a5b40333ade205_73)] | | |

| [Item [removed: 15.](#i6b76cddda17946d8a631821a5e0f01a9_79)] [added: 15.](#i92994785b77b4eb197a5b40333ade205_79)] | | | [Exhibits and Financial Statement [removed: Schedules](#i6b76cddda17946d8a631821a5e0f01a9_79)] [added: Schedules](#i92994785b77b4eb197a5b40333ade205_79)] | | | [removed: [51](#i6b76cddda17946d8a631821a5e0f01a9_79)] [added: [49](#i92994785b77b4eb197a5b40333ade205_79)] | | |

| [Item [removed: 16.](#i6b76cddda17946d8a631821a5e0f01a9_82)] [added: 16.](#i92994785b77b4eb197a5b40333ade205_82)] | | | [Form 10-K [removed: Summary](#i6b76cddda17946d8a631821a5e0f01a9_82)] [added: Summary](#i92994785b77b4eb197a5b40333ade205_82)] | | | [removed: [51](#i6b76cddda17946d8a631821a5e0f01a9_82)] [added: [49](#i92994785b77b4eb197a5b40333ade205_82)] | | |

[Table of [removed: Contents](#i6b76cddda17946d8a631821a5e0f01a9_7)][added: Contents](#i92994785b77b4eb197a5b40333ade205_7)]

*We make forward-looking statements about future events or our future financial performance, including earnings and sales growth, earnings per share, strategic plans and contingency plans, growth opportunities or economic downturns, our ability to respond to changes in market conditions, planned research and development efforts and product introductions, adequacy of facilities, access to and the costs of raw materials, shipping and supplier costs, gross margins, customer demand, our competitive position, pricing, capital expenditures, cash flow, tax-related matters, the impact of foreign currencies, compliance with laws, [removed: and] effects of acquisitions, and the impact of the COVID-19 pandemic on our business.*

| [PART I](#i92994785b77b4eb197a5b40333ade205_13) | | | | | | | | |

| [PART II](#i92994785b77b4eb197a5b40333ade205_31) | | | | | | | | |

| [Item 6.](#i92994785b77b4eb197a5b40333ade205_37) | | | [Reserved](#i92994785b77b4eb197a5b40333ade205_37) | | | [31](#i92994785b77b4eb197a5b40333ade205_37) | | |

| [Item 9](#i92994785b77b4eb197a5b40333ade205_1724)[C](#i92994785b77b4eb197a5b40333ade205_1724)[.](#i92994785b77b4eb197a5b40333ade205_1724) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i92994785b77b4eb197a5b40333ade205_1724) | | | [47](#i92994785b77b4eb197a5b40333ade205_1724) | | |

| [PART IV](#i92994785b77b4eb197a5b40333ade205_76) | | | | | | | | |

| [SIGNATURES](#i92994785b77b4eb197a5b40333ade205_88) | | | | | | [E-4](#i92994785b77b4eb197a5b40333ade205_88) | | |

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

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

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

| [Item 6.](#i6b76cddda17946d8a631821a5e0f01a9_37) | | | [Selected Financial Data](#i6b76cddda17946d8a631821a5e0f01a9_37) | | | [30](#i6b76cddda17946d8a631821a5e0f01a9_37) | | |

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

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

[Table of [removed: Contents](#i6b76cddda17946d8a631821a5e0f01a9_7)][added: Contents](#i92994785b77b4eb197a5b40333ade205_7)]

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

| Princeton, New Jersey | | | | | | Leased | | | | | | U.S. Operations | | |

At January [removed: 25, 2021,] [added: 27, 2022,] there were 39 holders of record of common stock and [removed: 23,408,050] [added: 22,805,615] shares of common stock outstanding.

We estimate we have approximately [removed: 116,897] [added: 173,699] beneficial owners of common stock.

The following graph compares the cumulative total returns (assuming reinvestment of dividends) on $100 invested on December 31, [removed: 2015] [added: 2016] through December 31, [removed: 2020] [added: 2021] 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.]

[Table of [removed: Contents](#i6b76cddda17946d8a631821a5e0f01a9_7)][added: Contents](#i92994785b77b4eb197a5b40333ade205_7)]

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 [added: Securities] Exchange Act.

In November 2020, the Company’s Board of Directors authorized an additional $2.5 billion to the share repurchase [removed: program] [added: program,] which [removed: has $3.1] [added: had $2.1] billion of remaining availability as of December 31, [removed: 2020.][added: 2021.]

We have purchased [removed: 29.4] [added: 30.2] million common shares since the inception of the program in 2004 through December 31, [removed: 2020,] [added: 2021,] at a total cost of [removed: $5.9] [added: $6.9] billion.

During the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] we spent [removed: $775] [added: $1.0 billion and $775.0] million [removed: in both years] on the repurchase of [removed: 815,652] [added: 739,486] shares and [removed: 1,094,648] [added: 815,652] shares at an average price per share of [removed: $950.14] [added: $1,352.27] and [removed: $707.97,] [added: $950.14,] respectively.

We reissued [removed: 162,176] [added: 110,748] shares and [removed: 298,002] [added: 162,176] shares held in treasury for the exercise of stock options and restricted stock units during [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.


| | | | 12/31/16 | | | 12/31/17 | | | 12/31/18 | | | 12/31/19 | | | 12/31/20 | | | 12/31/21 | | |

| Mettler-Toledo | | | $100 | | | $148 | | | $135 | | | $190 | | | $272 | | | $405 | | |

| S&P 500 Index | | | $100 | | | $122 | | | $116 | | | $153 | | | $181 | | | $233 | | |

| SIC Code 3826 Index | | | $100 | | | $137 | | | $153 | | | $209 | | | $290 | | | $405 | | |

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

| October 1 to October 31, 2021 | | | | | | 61,099 | | | | | | $ | 1,411.56 | | | | | 61,099 | | | | | | $ | 2,244,682 | |

| November 1 to November 30, 2021 | | | | | | 63,067 | | | | | | 1,511.97 | | | | | | 63,067 | | | | | | 2,149,325 | | |

| December 1 to December 31, 2021 | | | | | | 58,010 | | | | | | 1,566.90 | | | | | | 58,010 | | | | | | 2,058,428 | | |

| Total | | | | | | 182,176 | | | | | | $ | 1,495.79 | | | | | 182,176 | | | | | | $ | 2,058,428 | |

| | | | 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 | | |

| 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 | |

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

The financial information presented below, in thousands except share data, was prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

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

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

| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| Statement of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net sales | | | $ | 3,085,177 | | | | | $ | 3,008,652 | | | | | $ | 2,935,586 | | | | | $ | 2,725,053 | | | | | $ | 2,508,257 | |

| Cost of sales | | | 1,284,146 | | | | | | 1,267,441 | | | | | | 1,251,208 | | | | | | 1,149,302 | | | | | | 1,070,525 | | |

| Gross profit | | | 1,801,031 | | | | | | 1,741,211 | | | | | | 1,684,378 | | | | | | 1,575,751 | | | | | | 1,437,732 | | |

| Research and development | | | 140,102 | | | | | | 143,950 | | | | | | 141,071 | | | | | | 128,308 | | | | | | 119,196 | | |

| Selling, general, and administrative | | | 820,221 | | | | | | 819,183 | | | | | | 812,802 | | | | | | 794,861 | | | | | | 745,358 | | |

| Amortization | | | 56,665 | | | | | | 49,690 | | | | | | 47,524 | | | | | | 42,671 | | | | | | 36,052 | | |

| Interest expense | | | 38,616 | | | | | | 37,411 | | | | | | 34,511 | | | | | | 32,785 | | | | | | 28,026 | | |

| Restructuring charges(a) | | | 10,516 | | | | | | 15,760 | | | | | | 18,420 | | | | | | 12,772 | | | | | | 6,235 | | |

| Other income, net(b) | | | (13,832) | | | | | | (6,177) | | | | | | (21,808) | | | | | | (9,868) | | | | | | (1,328) | | |

| Earnings before taxes | | | 748,743 | | | | | | 681,394 | | | | | | 651,858 | | | | | | 574,222 | | | | | | 504,193 | | |

| Provision for taxes(c) | | | 146,004 | | | | | | 120,285 | | | | | | 139,247 | | | | | | 198,250 | | | | | | 119,823 | | |

| Net earnings | | | $ | 602,739 | | | | | $ | 561,109 | | | | | $ | 512,611 | | | | | $ | 375,972 | | | | | $ | 384,370 | |

| Basic earnings per common share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net earnings | | | $ | 25.24 | | | | | $ | 22.84 | | | | | $ | 20.33 | | | | | $ | 14.62 | | | | | $ | 14.49 | |

| Weighted average number of common shares | | | 23,882,648 | | | | | | 24,567,609 | | | | | | 25,215,674 | | | | | | 25,713,575 | | | | | | 26,517,768 | | |

| Diluted earnings per common share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net earnings | | | $ | 24.91 | | | | | $ | 22.47 | | | | | $ | 19.88 | | | | | $ | 14.24 | | | | | $ | 14.22 | |

| Weighted average number of common and common equivalent shares | | | 24,199,230 | | | | | | 24,974,457 | | | | | | 25,781,324 | | | | | | 26,393,783 | | | | | | 27,023,905 | | |

| Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | $ | 94,254 | | | | | $ | 207,785 | | | | | $ | 178,110 | | | | | $ | 148,687 | | | | | $ | 158,674 | |

| Working capital(d) | | | 201,857 | | | | | | 230,271 | | | | | | 182,987 | | | | | | 188,040 | | | | | | 169,569 | | |

| Total assets(e) | | | 2,814,549 | | | | | | 2,789,321 | | | | | | 2,618,847 | | | | | | 2,549,805 | | | | | | 2,166,777 | | |

| Long-term debt(d) | | | 1,284,174 | | | | | | 1,235,350 | | | | | | 985,021 | | | | | | 960,170 | | | | | | 875,056 | | |

| Other non-current liabilities(e)(f) | | | 372,925 | | | | | | 333,412 | | | | | | 260,511 | | | | | | 301,452 | | | | | | 204,957 | | |

| Shareholders’ equity(g) | | | 282,675 | | | | | | 420,780 | | | | | | 590,063 | | | | | | 547,280 | | | | | | 434,943 | | |

_________________________

*(a)Restructuring charges primarily relate to our global cost reduction programs.

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.

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.*

*(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.

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

[Table of Contents](#i6b76cddda17946d8a631821a5e0f01a9_7)

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

Based on our assessment, we concluded that, as of December 31, [removed: 2020,] [added: 2021,] 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: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[Table of Contents](#i6b76cddda17946d8a631821a5e0f01a9_7)

PART III

None.

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

PART III

| [removed: Olivier A. Filliol] [added: Patrick Kaltenbach] | | | | | | [removed: 54] [added: 58] | | | | | | President and Chief Executive Officer | | |

| Peter Aggersbjerg | | | | | | [removed: 52] [added: 53] | | | | | | Head of Divisions [removed: and Operations] | | |

| Marc de La Guéronnière | | | | | | [removed: 57] [added: 58] | | | | | | Head of European and North American Market Organizations | | |

| Gerhard Keller | | | | | | [removed: 53] [added: 54] | | | | | | Head of Process Analytics | | |

| Christian Magloth | | | | | | [removed: 55] [added: 56] | | | | | | Head of Human Resources | | |

| Shawn P. Vadala | | | | | | [removed: 52] [added: 53] | | | | | | Chief Financial Officer | | |

[removed: He] [added: Vadala* joined the Company in 1997 and] has been [removed: President and] Chief [removed: Executive] [added: Financial] Officer [removed: of the Company] since January [removed: 1,] [added: 2014 and also responsible for the Company’s Pricing program since] 2008.

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

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

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

[Table of [removed: Contents](#i6b76cddda17946d8a631821a5e0f01a9_7)][added: Contents](#i92994785b77b4eb197a5b40333ade205_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: 2021] [added: 2022] Proxy Statement.

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

*Olivier A.

Filliol* has been a director since January 2009.

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.

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

From June 1998 to June 1999, he served as General Manager of the Company’s North American checkweighing operations.

Prior to joining the Company, he was a Strategy Consultant with the international consulting firm Bain & Company, working in the Geneva, Paris, and Sydney offices.

Vadala* joined the Company in 1997 and has been Chief Financial Officer since January 2014, and also responsible for the Company’s Pricing program since 2008.

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: 2021] [added: 2022] Proxy Statement is incorporated by reference herein.

[removed: The information] [added: Information] appearing in [removed: the sections “Share Ownership” and] “Securities Authorized for Issuance under Equity Compensation Plans as of December 31, [removed: 2020” in the 2021 Proxy Statement] [added: 2021”] is [removed: incorporated by reference herein.][added: included within Note 12 to the financial statements.]

The information appearing in the section “Share Ownership” in the 2022 Proxy Statement is incorporated by reference herein.

Director Independence — The information in the section “Board of Directors — General Information — Independence of the Board” in the [removed: 2021] [added: 2022] Proxy Statement is incorporated by reference herein.

[Table of Contents](#i6b76cddda17946d8a631821a5e0f01a9_7)

Information appearing in the section “Audit Committee Report” in the [removed: 2021] [added: 2022] Proxy Statement is hereby incorporated by reference.

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

*Report of Independent Registered Public Accounting Firm (PCAOB ID 238).* See page F-2.

*4.

[Table of [removed: Contents](#i6b76cddda17946d8a631821a5e0f01a9_7)][added: Contents](#i92994785b77b4eb197a5b40333ade205_7)]

| [removed: [4.3](https://www.sec.gov/Archives/edgar/data/1037646/000103764621000008/exhibit43descriptionofcapi.htm)*] [added: [4.3](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000008/exhibit43descriptionofcapi.htm)] | | | [Description of Capital [removed: 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: Stock](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000008/exhibit43descriptionofcapi.htm)(3)] | | |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1037646/000103764618000019/exhibit1012018amendmentno4.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000031/exhibit1012021amendmentno5.htm)] | | | [removed: [Credit Agreement] [added: [Credit](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000031/exhibit1012021amendmentno5.htm) [Agreement] among Mettler-Toledo International [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1037646/000103764618000019/exhibit1012018amendmentno4.htm)[,](http://www.sec.gov/Archives/edgar/data/1037646/000103764618000019/exhibit1012018amendmentno4.htm) [certain] [added: Inc., certain] of its subsidiaries, JPMorgan Chase Bank, [removed: 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] [added: N.A., and] certain other financial institutions, dated as of June [removed: 15, 2018](http://www.sec.gov/Archives/edgar/data/1037646/000103764618000019/exhibit1012018amendmentno4.htm)(3)] [added: 25, 2021](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000031/exhibit1012021amendmentno5.htm)(4)] | | |

| [removed: [10.11](http://www.sec.gov/Archives/edgar/data/1037646/000103764612000048/exhibit41.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1037646/000103764612000048/exhibit41.htm)] | | | [Note Purchase Agreement dated as of October 10, 2012 by and among Mettler-Toledo International Inc., Massachusetts Mutual Life Insurance Company, C.M. Life Insurance Company, MassMutual Asia Limited, The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New [removed: York](http://www.sec.gov/Archives/edgar/data/1037646/000103764612000048/exhibit41.htm)[,](http://www.sec.gov/Archives/edgar/data/1037646/000103764612000048/exhibit41.htm) [and] [added: York, and] Aviva [removed: Life](http://www.sec.gov/Archives/edgar/data/1037646/000103764612000048/exhibit41.htm) [and] [added: Life and] Annuity Company Royal Neighbors of [removed: America](http://www.sec.gov/Archives/edgar/data/1037646/000103764612000048/exhibit41.htm)(4)] [added: America](http://www.sec.gov/Archives/edgar/data/1037646/000103764612000048/exhibit41.htm)(5)] | | |

| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000028/a2013-asupplementtonotepur.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000028/a2013-asupplementtonotepur.htm)] | | | [Note Purchase Supplement [removed: dated July] [added: dated](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000028/a2013-asupplementtonotepur.htm) [as of](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000028/a2013-asupplementtonotepur.htm) [July] 29, 2013 by and among Mettler-Toledo International Inc., Aviva Life and Annuity [removed: 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] [added: Company, and] Teachers Insurance and Annuity Association of America to a Note Purchase Agreement dated October 10, 2012 by and among Mettler-Toledo International Inc., Massachusetts Mutual Life Insurance Company, C.M. Life Insurance Company, MassMutual Asia Limited, The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New York, and Aviva Life and Annuity Company Royal Neighbors of [removed: America](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000028/a2013-asupplementtonotepur.htm)(5)] [added: America](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000028/a2013-asupplementtonotepur.htm)(6)] | | |

| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/1037646/000103764614000020/exhibit41notepurchaseagree.htm)] [added: [10.5](http://www.sec.gov/Archives/edgar/data/1037646/000103764614000020/exhibit41notepurchaseagree.htm)] | | | [Note Purchase Agreement dated as of June 27, 2014 by and among Mettler-Toledo International Inc., Babson Capital Management LLC, Cigna Investments, Inc., and Teachers Insurance and Annuity Association of [removed: America](http://www.sec.gov/Archives/edgar/data/1037646/000103764614000020/exhibit41notepurchaseagree.htm)(6)] [added: America](http://www.sec.gov/Archives/edgar/data/1037646/000103764614000020/exhibit41notepurchaseagree.htm)(7)] | | |

| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000011/exhibit41euronotepurchasea.htm)] [added: [10.8](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000011/exhibit41euronotepurchasea.htm)] | | | [Note Purchase Agreement dated as of March 31, 2015 by and among Mettler-Toledo International Inc., Metropolitan Life Insurance Company, MetLife Insurance Company USA, OMI MLIC Investments Limited, and Massachusetts Mutual Life Insurance [removed: Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000011/exhibit41euronotepurchasea.htm)(7)] [added: Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000011/exhibit41euronotepurchasea.htm)(8)] | | |

| [removed: [10.15](http://www.sec.gov/Archives/edgar/data/1037646/000103764619000013/a8-k20192029seniornotes.htm)] [added: [10.11](http://www.sec.gov/Archives/edgar/data/1037646/000103764619000013/a8-k20192029seniornotes.htm)] | | | [Note Purchase Agreement dated as of April 18, 2019 by and among Mettler-Toledo International Inc., Connecticut General Life Insurance Company, Life Insurance Company of North America, Cigna Health and Life Insurance Company, MetLife Insurance K.K., Brighthouse Life Insurance Company, Brighthouse Reinsurance Company of Delaware, Transatlantic Reinsurance Company, and Pensionskasse des Bundes [removed: PUBLICA](http://www.sec.gov/Archives/edgar/data/1037646/000103764619000013/a8-k20192029seniornotes.htm)(8)] [added: PUBLICA](http://www.sec.gov/Archives/edgar/data/1037646/000103764619000013/a8-k20192029seniornotes.htm)(9)] | | |

| [removed: [10.16](http://www.sec.gov/ix?doc=/Archives/edgar/data/1037646/000103764619000044/mtd8-kx2019euroandseni.htm)] [added: [10.13](http://www.sec.gov/ix?doc=/Archives/edgar/data/1037646/000103764619000044/mtd8-kx2019euroandseni.htm)] | | | [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](http://www.sec.gov/ix?doc=/Archives/edgar/data/1037646/000103764619000044/mtd8-kx2019euroandseni.htm)(9)] [added: Company](http://www.sec.gov/ix?doc=/Archives/edgar/data/1037646/000103764619000044/mtd8-kx2019euroandseni.htm)(10)] | | |

| [removed: [10.17](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm)] [added: [10.15](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm)] | | | [Note Purchase Agreement dated as of [removed: December](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm) [16,](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm) [2020 by](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm) [and](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm) [among Mett](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm)[ler-Toledo] [added: December 16, 2020 by and among Mettler-Toledo] International Inc., Pruco Life Insurance [removed: Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm)[,] [added: Company,] The [removed: Pr](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm)[udential] [added: Prudential] Insurance Company of [removed: America](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm)[,] [added: America,] American General Life Insurance [removed: C](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm)[ompany, The](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm) [United] [added: Company, The United] States [removed: Life](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm) [Insurance] [added: Life Insurance] Company in the [removed: Ci](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm)[ty] [added: City] of New York, [removed: The](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm) [Variable] [added: The Variable] Annuity Life Insurance Company, Athene Annuity and Life Company, Jackson [removed: Nationa](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm)[l] [added: National] Life Insurance [removed: Com](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm)[pany](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm)[,] [added: Company,] The Lincoln National Life Insurance Company, [removed: Lincol](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm)[n] [added: Lincoln] Life & Annuity Company of [removed: New](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm) [York, MetLife](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm) [Insurance](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm) [K.](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm)[K.](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm)[,] [added: New York, MetLife Insurance K.K.,] Metropolitan Life Insurance [removed: Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm)[,](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm) [and the] [added: Company, and](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm) [T](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm)[he] Northwestern [removed: M](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm)[utual] [added: Mutual] Life Insurance [removed: Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm) (10)] [added: Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm)(11)] | | |

| [removed: [10.21](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w23.htm)†] [added: [10.20](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w23.htm)†] | | | [Mettler-Toledo International Inc. 2007 Share Plan, effective February 7, [removed: 2008](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w23.htm)(11)] [added: 2008](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w23.htm)(14)] | | |

| [removed: [10.22](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000026/s-8pos1997amendedandrestat.htm)†] [added: [10.21](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000041/s-82013equityincentiveplan.htm)†] | | | [Mettler-Toledo International Inc. 2013 Equity Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000026/s-8pos1997amendedandrestat.htm)(12)] [added: Plan](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000041/s-82013equityincentiveplan.htm)[,](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000041/s-82013equityincentiveplan.htm) [(Amended and Restated](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000041/s-82013equityincentiveplan.htm) [](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000041/s-82013equityincentiveplan.htm)[e](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000041/s-82013equityincentiveplan.htm)[ffective May 6, 2021)](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000041/s-82013equityincentiveplan.htm)(15)] | | |

| [removed: [10.23](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1023formofrestr.htm)†] [added: [10.22](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1023formofrestr.htm)†] | | | [Form of Restricted Stock Unit [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1023formofrestr.htm)(13)] [added: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1023formofrestr.htm)(16)] | | |

| [removed: [10.24](https://www.sec.gov/Archives/edgar/data/1037646/000103764621000008/exhibit1024formofperforman.htm)†*] [added: [10.23](https://www.sec.gov/Archives/edgar/data/1037646/000103764622000008/exhibit1023formofperforman.htm)†*] | | | [Form of Performance Share Unit [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1037646/000103764621000008/exhibit1024formofperforman.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1037646/000103764622000008/exhibit1023formofperforman.htm)] | | |

| [removed: [10.25](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1025performance.htm)†] [added: [10.24](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1025performance.htm)†] | | | [Performance Stock Option [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1025performance.htm)(13)] [added: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1025performance.htm)(17)] | | |

| [removed: [10.26](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1026formofstock.htm)†] [added: [10.25](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1026formofstock.htm)†] | | | [Form of Stock Option Agreement [removed: Directors](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1026formofstock.htm)(13)] [added: Directors](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1026formofstock.htm)(16)] | | |

| [removed: [10.27](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1027formofstock.htm)†] [added: [10.26](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1027formofstock.htm)†] | | | [Form of Stock Option Agreement [removed: CEO](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1027formofstock.htm)(13)] [added: CEO](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1027formofstock.htm)(16)] | | |

| [removed: [10.28](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1028formofstock.htm)†] [added: [10.27](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1028formofstock.htm)†] | | | [Form of Stock Option Agreement [removed: NEOs](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1028formofstock.htm)(13)] [added: NEOs](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1028formofstock.htm)(16)] | | |

| [removed: [10.29](https://www.sec.gov/Archives/edgar/data/1037646/000103764621000008/exhibit1029non-employeedir.htm)†*] [added: [10.28](http://www.sec.gov/Archives/edgar/data/0001037646/000103764621000008/exhibit1029non-employeedir.htm)†] | | | [Non-Employee Director Share Award [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1037646/000103764621000008/exhibit1029non-employeedir.htm)] [added: Agreement](http://www.sec.gov/Archives/edgar/data/0001037646/000103764621000008/exhibit1029non-employeedir.htm)(3)] | | |

| [removed: [10.31](http://www.sec.gov/Archives/edgar/data/1037646/000095015209001389/l35224aexv10w31.htm)†] [added: [10.29](http://www.sec.gov/Archives/edgar/data/1037646/000095015209001389/l35224aexv10w31.htm)†] | | | [Regulations of the POBS PLUS — Incentive Scheme for Senior Management of Mettler Toledo, effective as of November, [removed: 2006](http://www.sec.gov/Archives/edgar/data/1037646/000095015209001389/l35224aexv10w31.htm)(14)] [added: 2006](http://www.sec.gov/Archives/edgar/data/1037646/000095015209001389/l35224aexv10w31.htm)(17)] | | |

| [removed: [10.32](http://www.sec.gov/Archives/edgar/data/1037646/000095015209001389/l35224aexv10w32.htm)†] [added: [10.30](http://www.sec.gov/Archives/edgar/data/1037646/000095015209001389/l35224aexv10w32.htm)†] | | | [Regulations of the POBS PLUS — Incentive Scheme for Members of the Group Management of Mettler Toledo, effective as of January, [removed: 2009](http://www.sec.gov/Archives/edgar/data/1037646/000095015209001389/l35224aexv10w32.htm)(14)] [added: 2009](http://www.sec.gov/Archives/edgar/data/1037646/000095015209001389/l35224aexv10w32.htm)(17)] | | |

| [removed: [10.50](https://www.sec.gov/Archives/edgar/data/1037646/000103764620000005/exhibit1050employeeagr.htm)†] [added: [10.50](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000005/exhibit1050employeeagr.htm)†] | | | [Employment Agreement between Peter Aggersbjerg and Mettler-Toledo International Inc., dated as of November 8, [removed: 2019](https://www.sec.gov/Archives/edgar/data/1037646/000103764620000005/exhibit1050employeeagr.htm)(15)] [added: 2019](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000005/exhibit1050employeeagr.htm)(18)] | | |

| [10.51](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w57.htm)† | | | [Employment Agreement between Marc de La Guéronnière and Mettler-Toledo International Inc., dated as of January 27, [removed: 2011](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w57.htm)(16)] [added: 2011](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w57.htm)(19)] | | |

| [10.52](http://www.sec.gov/Archives/edgar/data/1037646/000089534507000567/tpex10_1.htm)† | | | [Employment Agreement between Olivier Filliol and Mettler-Toledo International Inc., dated as of November 1, [removed: 2007](http://www.sec.gov/Archives/edgar/data/1037646/000089534507000567/tpex10_1.htm)(17)] [added: 2007](http://www.sec.gov/Archives/edgar/data/1037646/000089534507000567/tpex10_1.htm)(20)] | | |

| [10.53](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000034/ex-102amendmentagreementbe.htm)† | | | [removed: [A](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000034/ex-102amendmentagreementbe.htm)[mended] [added: [Amended] Employment Agreement between Olivier Filliol and Metter-Toledo [removed: In](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000034/ex-102amendmentagreementbe.htm)[ternational] [added: International] Inc., dated [removed: as](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000034/ex-102amendmentagreementbe.htm) [of] [added: as of] December 14, [removed: 2020](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000034/ex-102amendmentagreementbe.htm)(18)] [added: 2020](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000034/ex-102amendmentagreementbe.htm)(21)] | | |

| [10.54](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000034/ex-101employmentagreementb.htm)† | | | [removed: [E](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000034/ex-101employmentagreementb.htm)[mploy](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000034/ex-101employmentagreementb.htm)[ment] [added: [Employment] Agreement between Patrick Kaltenbach and [removed: Mett](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000034/ex-101employmentagreementb.htm)[ler-Toledo] [added: Mettler-Toledo] International Inc., dated as [removed: o](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000034/ex-101employmentagreementb.htm)[f] [added: of] December 14, [removed: 2020](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000034/ex-101employmentagreementb.htm)(18)] [added: 2020](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000034/ex-101employmentagreementb.htm)(22)] | | |

| [10.55](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w58.htm)† | | | [Employment Agreement between Christian Magloth and Mettler-Toledo International Inc., dated as of March 22, [removed: 2010](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w58.htm)(16)] [added: 2010](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w58.htm)(19)] | | |

| [10.56](http://www.sec.gov/Archives/edgar/data/1037646/000103764618000026/mtdexhibit1057employmentag.htm)† | | | [Employment Agreement between Gerhard Keller and Mettler-Toledo International Inc., dated as of April 27, [removed: 2018](http://www.sec.gov/Archives/edgar/data/1037646/000103764618000026/mtdexhibit1057employmentag.htm)(19)] [added: 2018](http://www.sec.gov/Archives/edgar/data/1037646/000103764618000026/mtdexhibit1057employmentag.htm)(22)] | | |

| [10.57](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1059employmenta.htm)† | | | [Employment Agreement between Shawn P. Vadala and Mettler-Toledo International Inc., dated as of October 24, [removed: 2016](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1059employmenta.htm)(13)] [added: 2016](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1059employmenta.htm)(16)] | | |

| [10.58](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w58.htm)† | | | [Form of Tax Equalization Agreement between Messrs. Filliol, Aggersbjerg, Keller, [removed: and Magloth] [added: Magloth, Kaltenbach,] and Mettler-Toledo International Inc., dated [added: as of] October 10, [removed: 2007](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w58.htm)(12)] [added: 2007](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w58.htm)(15)] | | |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/1037646/000103764621000008/mtd_exhibit2112312020.htm)*] [added: [21](https://www.sec.gov/Archives/edgar/data/1037646/000103764622000008/mtd_exhibit2112312021.htm)*] | | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/1037646/000103764621000008/mtd_exhibit2112312020.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/1037646/000103764622000008/mtd_exhibit2112312021.htm)] | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1037646/000103764621000008/mtd_exhibit23112312020.htm)*] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1037646/000103764622000008/mtd_exhibit23112312021.htm)*] | | | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/1037646/000103764621000008/mtd_exhibit23112312020.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1037646/000103764622000008/mtd_exhibit23112312021.htm)] | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1037646/000103764621000008/mtd_exhibit311x12312020.htm)*] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1037646/000103764622000008/mtd_exhibit311x12312021.htm)*] | | | [Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764621000008/mtd_exhibit311x12312020.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764622000008/mtd_exhibit311x12312021.htm)] | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1037646/000103764621000008/mtd_exhibit31212312020.htm)*] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1037646/000103764622000008/mtd_exhibit31212312021.htm)*] | | | [Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764621000008/mtd_exhibit31212312020.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764622000008/mtd_exhibit31212312021.htm)] | | |

| [removed: [32](https://www.sec.gov/Archives/edgar/data/1037646/000103764621000008/mtd_exhibit3212312020.htm)*] [added: [32](https://www.sec.gov/Archives/edgar/data/1037646/000103764622000008/mtd_exhibit3212312021.htm)*] | | | [Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764621000008/mtd_exhibit3212312020.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764622000008/mtd_exhibit3212312021.htm)] | | |

[removed: *(3)Incorporated] [added: *(4)Incorporated] by reference to the Company’s Report on Form 8-K dated June [removed: 21, 2018*][added: 30, 2021*]

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

[removed: *(5)Incorporated] [added: *(6)Incorporated] by reference to the Company’s Report on Form 8-K dated July 29, 2013*

[removed: *(6)Incorporated] [added: *(7)Incorporated] by reference to the Company’s Report on Form 8-K dated July 2, 2014*

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

| [10.4](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2012npa20.htm) | | | [Second Amendment to Note Purchase Agreement dated as of December 23, 2021 to the Note Purchase Agreement dated as of October 10, 2012, entered into by and among Mettler-Toledo International Inc, The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New York, Massachusetts Mutual Life Insurance Company, Massmutual Asia Limited, C.M. Life Insurance Company, Yf Life Insurance International Limited, Athene Annuity and Life Assurance Company, Royal Neighbors of America and Teachers Insurance and Annuity Association](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2012npa20.htm) [o](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2012npa20.htm)[f America](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2012npa20.htm)(13) | | |

| [10.6](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000013/exhibit993firstamendmentto.htm) | | | [First Amendment to Note Purchase Agreement dated as of June 27, 2014 by and among Mettler-Toledo International Inc., Babson Capital Management LLC, Cigna Investments, Inc.](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000013/exhibit993firstamendmentto.htm)[,](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000013/exhibit993firstamendmentto.htm) [and Teachers Insurance and Annuity Association of America](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000013/exhibit993firstamendmentto.htm)(23) | | |

| [10.7](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2014npa20.htm) | | | [Second Amendment to Note Purchase Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2014npa20.htm) [dated as of December 23, 2021 to the Note Purchase Agreement dated as of June 27, 2014, entered into by and among Mettler-Toledo International Inc., Life Insurance Company of North America, New York Life Group Insurance Company of NY, Erie Family Life Insurance Company, Metropolitan Life Insurance Company, Massachusetts Mutual Life Insurance Company, Yf Life Insurance International Limited, Banner Life Insurance Company, Great-West Life & Annuity Insurance Company, Teachers Insurance and Annuity Association of America, Connecticut General Life Insurance Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2014npa20.htm)[,](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2014npa20.htm) [and Healthspring Life & Health Insurance Company, Inc.](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2014npa20.htm)(13) | | |

| [10.9](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000013/exhibit992firstamendmentto.htm) | | | [First Amendment to 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](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000013/exhibit992firstamendmentto.htm)[,](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000013/exhibit992firstamendmentto.htm) [and Massachusetts Mutual Life Insurance Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000013/exhibit992firstamendmentto.htm)(23) | | |

| [10.10](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2015npa20.htm) | | | [Second Amendment to Note Purchase Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2015npa20.htm) [dated as of December 23, 2021, to the Note Purchase Agreement dated as of March 31, 2015, entered into by and among Mettler-Toledo International Inc., Metropolitan Life Insurance Company, Brighthouse Life Insurance Company, Massachusetts Mutual Life Insurance Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2015npa20.htm)[,](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2015npa20.htm) [and Great-West Life & Annuity Insurance Company of New York.](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2015npa20.htm)(13) | | |

| [10.12](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttoapril2019n.htm) | | | [First Amendment to Note Purchase Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttoapril2019n.htm) [dated as of December 23, 2021](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttoapril2019n.htm) [to the Note Purchase Agreement dated as of April 18, 2019, entered into by and among Mettler-Toledo International Inc., Metlife Insurance K.K., Brighthouse Life Insurance Company, Brighthouse Reinsurance Company of Delaware, Transatlantic Reinsurance Company, Pensionskasse Des Bundes Publica, Ensign Peak Advisors, Inc., Clifton Park Capital Management, L](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttoapril2019n.htm)[LC](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttoapril2019n.htm)[, Life Insurance Company of North America](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttoapril2019n.htm)[,](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttoapril2019n.htm) [and New York Life Group Insurance Company of NY](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttoapril2019n.htm)(13) | | |

| [10.14](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttonovember20.htm) | | | [First Amendment to Note Purchase Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttonovember20.htm) [dated as of December 23, 2021](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttonovember20.htm) [to the Note Purchase Agreement dated as of November 6, 2019, entered into 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, The Lincoln National Life Insurance Company, Swiss Re Life & Health America Inc., Zurich American Insurance Company Master Retirement Trust, The Northwestern Mutual Life Insurance Company, The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account, Physicians Mutual Insurance Company, Prudential Term Reinsurance Company, The Gibraltar Life Insurance Co., Ltd., American General Life Insurance Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttonovember20.htm)[,](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttonovember20.htm) [and The United States Life Insurance Company in the City of New York](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttonovember20.htm)(13) | | |

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

| [10.16](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmentto2020npa2021.htm) | | | [First Amendment to Note Purchase Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmentto2020npa2021.htm) [dated as of December 23, 2021](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmentto2020npa2021.htm) [to the Note Purchase Agreement dated as of December 16, 2020, entered into by and among Mettler-Toledo International Inc., Pruco Life Insurance Company, The Prudential Insurance Company of America, American General Life Insurance Company, The United States Life Insurance Company in the City of New York, The Variable Annuity Life Insurance Company, Athene Annuity](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmentto2020npa2021.htm) [a](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmentto2020npa2021.htm)[nd Life Company, Jackson National Life Insurance Company, The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New York, Metlife Insurance K.K., Metropolitan Life Insurance Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmentto2020npa2021.htm)[,](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmentto2020npa2021.htm) [and The Northwestern Mutual Life Insurance Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmentto2020npa2021.htm)(13) | | |

| [10.17](http://www.sec.gov/Archives/edgar/data/0001037646/000103764621000023/exhibit41mettler-toledomay.htm) | | | [Note Purchase Agreement dated as of May 18, 2021 by and among Mettler-Toledo International Inc., Gibraltar Universal Life Reinsurance Company, Highmark Inc., Pruco Life Insurance Company, The Prudential Insurance Company of America, American General Life Insurance Company, The Variable Annuity Life Insurance Company, Athene Annuity & Life Assurance Company, American Equity Investment Life Insurance Company, Athene Annuity and Life Company, Venerable Insurance and Annuity Company, The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New York, Zurich American Insurance Company, Metropolitan Life Insurance Company, Metlife Insurance K.K., The Northwestern Mutual Life Insurance Company, The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account, Connecticut General Life Insurance Company](http://www.sec.gov/Archives/edgar/data/0001037646/000103764621000023/exhibit41mettler-toledomay.htm)[,](http://www.sec.gov/Archives/edgar/data/0001037646/000103764621000023/exhibit41mettler-toledomay.htm) [and Cigna Health and Life Insurance Company](http://www.sec.gov/Archives/edgar/data/0001037646/000103764621000023/exhibit41mettler-toledomay.htm)(12) | | |

| [10.18](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttomay2021npa.htm) | | | [First Amendment to Note Purchase Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttomay2021npa.htm) [dated as of December 23, 2021](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttomay2021npa.htm) [to the Note Purchase Agreement dated as of May 18, 2021, entered into by and among Mettler-Toledo International Inc., Gibraltar Universal Life Reinsurance Company, Highmark Inc., Pruco Life Insurance Company, The Prudential Insurance Company of America, American General Life Insurance Company, The Variable Annuity Life Insurance Company, Athene Annuity & Life Assurance Company, American Equity Investment Life, Insurance Athene Annuity And Life Company, Venerable Insurance And Annuity Company, The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New York, Zurich American Insurance Company, Metropolitan Life Insurance Company, Metlife Insurance K.K., The Northwestern Mutual Life Insurance Company, The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account, Connecticut General Life Insurance Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttomay2021npa.htm)[,](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttomay2021npa.htm) [and](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttomay2021npa.htm) [Cigna Health](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttomay2021npa.htm) [a](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttomay2021npa.htm)[nd Life Insurance Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttomay2021npa.htm)(13) | | |

| [10.19](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/npausd-denominatedwinter20.htm) | | | [Note Purchase Agreement dated as of December 23, 2021 by and among Mettler-Toledo International Inc., The Lincoln National Life Insurance Company, Metropolitan Life Insurance Company, MetLife Insurance K.K., Lockheed Martin Investment Management Company, Metropolitan Tower Life Insurance Company, The Northwestern Mutual Life Insurance Company, Gibraltar Universal Life Reinsurance Company, Prudential Legacy Insurance Company of New Jersey, Prudential Universal Reinsurance Company, The Prudential Insurance Company of America, PICA Hartford Life Insurance Comfort Trust, The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account, American General Life Insurance Company, The Variable Annuity Life Insurance Company, Massachusetts Mutual Life Insurance Company, Great-West Life & Annuity Insurance Company of New York, New York Life Insurance Company, New York Life Insurance and Annuity Company, New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/npausd-denominatedwinter20.htm)[,](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/npausd-denominatedwinter20.htm) [and Teachers Insurance and Annuity Association of America](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/npausd-denominatedwinter20.htm)(13) | | |

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

| Exhibit | | | | | |

| No. | | | Description | | |

*(3)Incorporated by reference to the Company’s Report on Form 10-K dated February 8, 2021*

*(12)Incorporated by reference to the Company’s Report on Form 8-K dated May 20, 2021*

*(13)Incorporated by reference to the Company’s Report on Form 8-K dated December 29, 2021*

*(23)Incorporated by reference to the Company’s Report on Form 8-K dated April 24, 2015*

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

| By: | | | /s/Patrick Kaltenbach | | |

| | | | Patrick Kaltenbach | | |

| Patrick Kaltenbach | | | | | | | | |

E-4

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

February 11, 2022

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

| Net earnings | | | $ | 768,985 | | | | | $ | 602,739 | | | | | $ | 561,109 | |

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

| Goodwill | | | 648,622 | | | | | | 550,270 | | |

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

| Exercise of stock options and restricted stock units | | | 110,748 | | | | | | — | | | | | | 1,239 | | | | | | 24,533 | | | | | | (5,309) | | | | | | — | | | | | | 20,463 | | |

| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 768,985 | | | | | | — | | | | | | 768,985 | | |

| Balance at December 31, 2021 | | | 22,843,103 | | | | | | $ | 448 | | | | | $ | 825,974 | | | | | $ | (6,259,049) | | | | | $ | 5,859,272 | | | | | $ | (255,224) | | | | | $ | 171,421 | |

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

| Net earnings | | | $ | 768,985 | | | | | $ | 602,739 | | | | | $ | 561,109 | |

| | | | Olivier A. Filliol | | |

| | | | | | | | | |

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

| Olivier A. Filliol | | | | | | | | |

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

*Change in Accounting Principle*

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

| | | |

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

February 8, 2021

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

| Exercise of stock options and restricted stock units | | | 183,379 | | | | | | — | | | | | | — | | | | | | 28,577 | | | | | | (3,977) | | | | | | — | | | | | | 24,600 | | |

| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 512,611 | | | | | | — | | | | | | 512,611 | | |

| U.S. tax reform (Note 14) | | | — | | | | | | — | | | | | | 3,597 | | |

| Acquisition gain (Note 16) | | | — | | | | | | — | | | | | | (18,674) | | |

| Net hedging settlements on intercompany loans | | | (4,730) | | | | | | (1,160) | | | | | | 1,119 | | |

performance obligation is deferred until completed.

In June 2016, the FASB issued ASU 2016-13: Financial Instruments - Credit Losses.

The ASU requires the allowance for doubtful accounts to be estimated based on an incurred loss model, which considers historical and forecasted conditions.

The guidance became effective for the Company January 1, 2020 on a prospective basis and did not have an impact on the consolidated financial statements.

In August 2018, the FASB issued ASU 2018-14: Compensation - Retirement Benefit which amends the current disclosure requirements for defined benefit pension plans and other post-retirement plans.

The change in the disclosures has been applied retrospectively and became effective for fiscal years ending after December 15, 2020.

In August 2018, the FASB issued ASU 2018-15: Internal-Use Software which clarifies the accounting for implementation costs associated with cloud-computing internal-use software arrangements.

The implementation costs should be capitalized and expensed over the service term, including options to extend, and recognized in selling, general, and administrative in the statement of operations.

The guidance became effective January 1, 2020 and is applied on a prospective basis.

The adoption of this guidance did not have a material impact on the consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12: Income Taxes which removes certain exceptions to the general principles of ASC 740 related to intraperiod tax allocation exceptions, deferred tax liabilities related to outside basis differences, and year-to-date losses in interim periods.

In addition, the ASU amends the interim guidance to clarify that all tax effects, both deferred and current, related to enactments of tax laws or rate changes should be accounted for in the interim period that includes the enactment date.

The change is applied prospectively and became effective December 15, 2020 with early adoption permitted.

The Company is currently evaluating the impact of this guidance on the consolidated financial statements.

| Product Revenue | | | $ | 769,971 | | | | | $ | 106,400 | | | | | $ | 517,855 | | | | | $ | 475,025 | | | | | $ | 430,824 | | | | | $ | 2,300,075 | |

| Point in time | | | 196,314 | | | | | | 19,430 | | | | | | 134,052 | | | | | | 38,528 | | | | | | 100,638 | | | | | | 488,962 | | |

| Over time | | | 41,512 | | | | | | 8,234 | | | | | | 66,881 | | | | | | 11,556 | | | | | | 18,366 | | | | | | 146,549 | | |

| Total | | | $ | 1,007,797 | | | | | $ | 134,064 | | | | | $ | 718,788 | | | | | $ | 525,109 | | | | | $ | 549,828 | | | | | $ | 2,935,586 | |

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

As

The agreement was a swap which had the effect of changing the floating rate LIBOR-based interest payments associated with $50 million in borrowings under the Company’s credit agreement to a fixed obligation of 2.52% which began in October 2015 and matured in October 2020.

contracts.

| Balance at beginning of year | | | $ | 535,979 | | | | | $ | 534,780 | |

| | | | $ | 325,463 | | | | | $ | (128,678) | | | | | $ | 196,785 | | | | | $ | 318,464 | | | | | $ | (112,222) | | | | | $ | 206,242 | |