Mettler-Toledo (MTD) 10-K risk factor changes: FY2022 vs FY2021

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

For instance, [removed: since late 2019,] the coronavirus pandemic (COVID-19) has spread globally in all countries where we [removed: conduct] [added: do] business.

[removed: The] COVID-19 [removed: pandemic is evolving] [added: continues to evolve] 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 [removed: around the world.][added: globally.]

[removed: COVID-19 has interfered and] [added: The pandemic] may continue to interfere with general commercial activity related to our supply chain and customer [removed: base.][added: base, including in China given the status of the pandemic there.]

As the [removed: COVID-19] pandemic continues, we may experience volatility in our results, including reduced global sales volume from lower customer demand.

Our [added: global] operations could be negatively affected if our [removed: employees] [added: employees, such as in China, become ill as a result of exposure to COVID-19,] are subject to governmental [removed: COVID-19 curfews,] stay-at-home orders, lockdowns, [removed: or] facility closures, [added: reduction in operating hours, staggered shifts] or [added: other social distancing efforts, labor shortages, or] if they are [removed: quarantined or become ill as a result of exposure to COVID-19.][added: quarantined.]

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

[removed: We continue to closely monitor risks associated with our] [added: Our] supply [removed: chain,] [added: chain has faced wide-ranging global challenges during the pandemic,] including the availability of certain components, material shortages, supplier delays, [removed: potential] transportation delays, and higher transportation and material costs.

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

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

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[added: While it is 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.

Economic uncertainty in many parts of the world, including [added: the impact from governmental monetary policies and related rising interest rates to combat inflation, the war in Ukraine,] regional effects of the COVID-19 pandemic, international trade disputes, and sovereign debt levels in the European Union and the United States, are situations that we monitor closely.

*We are subject to certain risks associated with our international [removed: operations and have a] [added: operations, including our] significant concentration of business in [removed: China.*][added: China, and ongoing developments related to Russia and Ukraine.*]

For example, our Chinese operations accounted for 21% of sales to external customers, approximately 36% of our global production, and [removed: 35%] [added: 36%] of total segment profit during [removed: 2021.][added: 2022.]

- 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: $59.0] [added: $50.7] million of cash at December 31, [removed: 2021] [added: 2022] in our Chinese subsidiaries;

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

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

[removed: In addition, failure] [added: Failure] to comply with any [removed: of these] regulations [added: and sanctions] could result in civil and 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.

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

Our internally developed system and 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 [removed: security breaches.]

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

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

[removed: As a result,] we may not be successful in developing new products and we may never realize the benefits of our research and development activities.

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

Consolidation in these industries hurt our sales in [removed: prior years.][added: the past.]

We estimate a 1% strengthening of the Swiss franc against the euro would reduce our earnings before tax by approximately [removed: $1.9] [added: $1.8] million to [removed: $2.1] [added: $2.0] 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: $2.9] [added: $3.7] million to [removed: $3.1] [added: $4.2] million annually.

Based on our outstanding debt at December 31, [removed: 2021,] [added: 2022,] 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: $34.3] [added: $34.6] million in the reported U.S. dollar value of our debt.

As of December 31, [removed: 2021,] [added: 2022,] our consolidated balance sheet included goodwill of [removed: $648.6] [added: $660.2] million and other intangible assets of [removed: $307.5] [added: $306.1] million.

[removed: Concerns persist] [added: In the past, there have been concerns] regarding the debt burden of certain Eurozone countries and their ability to meet future financial obligations.

[removed: The] [added: In recent years, the] United States government has adopted a new approach to trade policy and in certain cases has sought to renegotiate, or possibly terminate, certain existing trade agreements.

[removed: In times of] uncertainty, some customers delay investments or defer normal replacement cycles, which could have an adverse impact on our sales.

We have corporate programs in place to manage compliance and stakeholder expectations related to environmental matters, but increasing public interest in climate change [added: topics may result in the enactment of additional governmental laws and regulations related to this subject area.]

As of December 31, [removed: 2021,] [added: 2022,] we had total indebtedness of approximately [removed: $1.6] [added: $1.9] billion, net of cash of [removed: $98.6] [added: $96.0] million.

[removed: For example, it could make it more difficult for us to satisfy our obligations under our debt instruments; require us to dedicate a] substantial portion of our cash flow to payments on our indebtedness, which would reduce the amount of cash flow available to fund working capital, capital expenditures, product development, and other corporate requirements; increase our vulnerability to general adverse economic and industry conditions, including changes in raw material costs; limit our ability to respond to business opportunities; limit our ability to borrow additional funds, which may be necessary; and subject us to financial and other restrictive covenants, which, if we fail to comply with these covenants and our failure is not waived or cured, could result in an event of default under our debt instruments.

At December 31, [removed: 2021,] [added: 2022,] we had borrowings of [removed: $601.0] [added: $703.0] million outstanding under our credit facility.

[removed: The] [added: In 2017, the] U.K. Financial Conduct Authority [added: (the FCA)] announced [removed: in 2017] that it intended to phase out the London Interbank Offered Rate [removed: (LIBOR) by the end of 2021.][added: (LIBOR).]

[removed: On March 5, 2021, the Financial Conduct Authority announced that all] [added: The FCA ceased publication of U.S. dollar] LIBOR [removed: 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 [added: will cease publication] after June 30, 2023 in the case of the remaining [removed: U.S.] [added: U.S] dollar LIBOR benchmarks.

For example, the Chinese government eased its "zero COVID" policy in December 2022, and China has experienced a significant increase in COVID-19 cases.

- China's COVID-19 re-opening and related easing of its "zero COVID" policy (see page 14)

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We address below the topic of economic sanctions laws related to Russia's invasion of Ukraine, which commenced in February 2022.

In response to Russia's invasion of Ukraine in 2022, and as referenced above, the U.S., the European Union, and certain other countries imposed economic sanctions on Russian financial institutions, businesses in Russia, and on Russian interests and individuals, and the Russian government implemented sanctions and regulations in response.

We continue to monitor the ongoing developments related to Ukraine, as well as the status of all applicable sanctions.

We have remained in close contact with our employees in Ukraine and have provided financial assistance and supplies to them.

We suspended all shipments to Russia since the beginning of the invasion in February 2022.

For historical reference, in 2021, approximately 1% of our net sales were in Russia and Ukraine, and we had an immaterial amount of assets and liabilities in both countries as of December 31, 2022 and 2021.

We also do not have manufacturing in Russia or Ukraine.

Due to the impact of reduced energy supplies from Russia, the Council of the European Union (EU Council) proposed that all European member states strive for a voluntary 15% reduction in gas consumption compared to their average consumption over the last five years.

The reduction timeframe commenced August 1, 2022 and is expected to continue through March 31, 2023.

Accordingly, the availability and cost of energy may be impacted.

While it is difficult to estimate the impact of the ongoing invasion on the global economy, including increased inflation, higher energy and transportation costs and potential energy shortages, the invasion of Ukraine could adversely impact our financial results and presents several risks to our business.

Also, uncertainties related to this conflict and the resulting impact to the global economy and market conditions can change quickly.

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security breaches.

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We have implemented the program in our operations in the U.S., China, most of Asia Pacific, and a significant portion of Europe including Switzerland, Germany, U.K., Benelux, and Spain.

As a result,

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*Inflation can impact our operating results and the global economy.*

Inflation affects the costs of goods and services that we use, including raw materials to manufacture our products, as well as transportation and logistical costs and other external costs and services.

Inflation also affects labor costs, which are a significant element of our overall cost structure.

Inflation also leads to increased interest rates as country monetary policies combat inflation.

This can result in reduced economic growth and recessionary conditions, as well as higher borrowing costs.

Global inflation significantly increased in 2022 and 2021 related to the COVID-19 economic recovery and associated disruptions in global demand, supply chains/logistics, and labor markets, as well as the war in Ukraine and related significant increase in energy costs.

These inflationary conditions could have a greater impact on our operating results in future years, including the impact of a potential European energy crisis, which could also negatively impact demand in certain customer segments that are more energy dependent such as customers in the chemical industry.

The pace of inflationary changes can also occur more quickly than our ability to respond with corresponding price increases, and cost optimization or reduction measures.

In addition, there may be differences in inflation rates between countries where we incur the major portion of our costs and other countries where we sell products, which may limit our ability to recover increased costs.

The competitive environment in which we operate may also limit our ability to recover higher costs through increased selling prices.

Historically, we also have experienced higher inflation in China, Eastern Europe, India, and Brazil.

To date, these inflationary conditions have not had a material effect on our operating results.

However, as our presence in China, Eastern Europe, India, and Brazil increases, these inflationary conditions could have a greater impact on our operating results.

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In times of

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

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

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

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.

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.

While it is difficult to estimate the

While we continue to do business in Russia, we follow all relevant laws and regulations.

Sanctions imposed on business in Russia may affect the economy and our business in Russia.

We have implemented the program in our U.S., Chinese, Swiss, German, U.K., Benelux, Spain, Japan, and Southeast Asia operations.

It may be expensive to resolve these

in our operations.

In recent years, there has been an increase in consolidation within these industries.

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.

In particular, the Trade and Cooperation Agreement only covers the trade of goods and, therefore, uncertainty remains over the U.K.'s long-term trading of services relationship with the E.U. At this time, we cannot predict the potential impact of Brexit on our business.

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

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

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.

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Net sales in U.S. dollars increased [removed: 21%] [added: 5%] in [removed: 2021] [added: 2022] and [removed: 3%] [added: 21%] in [removed: 2020.][added: 2021.]

Excluding the effect of currency exchange rate fluctuations, or in local currencies, net sales increased [removed: 18%] [added: 11%] in [removed: 2021] [added: 2022] and [removed: 2%] [added: 18%] in [removed: 2020.][added: 2021.]

Growth in China [added: and the Americas] was particularly strong.

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

[removed: During] [added: Over] the past [removed: two] [added: few] years, we [added: also] 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 [removed: have] also [removed: successfully adapted] [added: have continued] to [removed: remote and hybrid work environments and increased] [added: increase] engagement with our customers with our Go-to-Market and digital approaches.

[removed: While global market conditions are currently favorable, challenges remain in the global supply chain and we] [added: We also] will face difficult prior period comparisons in [removed: 2022] [added: 2023] due to strong results in [added: both 2022 and] 2021.

Our laboratory sales experienced excellent growth in [removed: 2021,] [added: 2022,] particularly from life sciences and biotech [removed: customers, while other end-markets such as the chemical industry experienced a strong recovery.][added: customers.]

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

Our industrial sales experienced strong growth in [removed: 2021] [added: 2022] in both core industrial and product inspection.

[removed: Core industrial] [added: In 2022, we] experienced [added: strong growth in most businesses and regions with] particularly strong [removed: growth, especially] [added: growth] in China and the Americas.

[added: Core industrial experienced particularly strong growth, especially in China and the U.S.] We continue to benefit from our 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.

We also continue to benefit from [removed: market trends in automation and digitalization.]

[removed: Emerging] [added: China and emerging] market [removed: economies, especially China,] [added: economies] have historically been an important source of growth based upon the expansion of their domestic economies, and we expect this to be a [removed: continued] source of future growth.

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

In [removed: 2022,] [added: 2023,] we will continue to pursue the overall business growth strategies which we have followed in recent years:

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

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

We [removed: have] also [added: have] added field sales and service resources to pursue underpenetrated market [removed: opportunities] [added: opportunities,] and [removed: will make additional investments] [added: continue] to [removed: front-end resources in 2022.][added: adapt our Go-to-Market approaches with additional inside and telesales resources, while also increasing digital customer interaction.]

We have also made adjustments to our service model to incorporate remote service, depot drop-off/pickup, and other [removed: approaches to ensure the safety of our technicians and customers.][added: approaches.]

[removed: *Expanding Emerging] [added: *Faster Growing] Markets.* Emerging markets, comprising Asia (excluding Japan), Eastern Europe, Latin America, the Middle East, and Africa, account for approximately [removed: 36%] [added: 37%] of our total net sales.

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

Over the years, we [removed: have] also [added: have] broadened our product offering to the Asian markets.

Overall, versus the prior year, we experienced a [removed: 20%] [added: 12%] increase in emerging market local currency sales by destination during [removed: 2021,] [added: 2022,] which included [removed: 25%] [added: 14%] local currency sales growth in China.

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

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

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

However, despite these challenges to our cost structure, we continue to strive to improve our margins by [added: enhancing our value proposition via innovation,] more effectively pricing our products and services, optimizing our cost structure, and improving our mix in higher-margin businesses such as service.

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

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

For example, in [removed: 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.

In [removed: 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 [removed: amounts] [added: consideration] up to EUR 3.0 million.

[removed: Since late 2019, the] [added: The] coronavirus pandemic (COVID-19) has spread globally in all countries where we conduct business.

The COVID-19 pandemic [removed: is evolving] [added: continues to evolve] 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 [removed: the Omicron variant of] COVID-19 [removed: in late 2021] [added: variants and subvariants] has presented particular challenges to the global economy given [removed: its] [added: the] high level of transmissibility, which [added: can cause many people to be affected at the same time or over a short period of time.]

Net sales were [removed: $3.7] [added: $3.9] billion for the year ended December 31, [removed: 2021,] [added: 2022,] compared to [removed: $3.1] [added: $3.7] billion in [removed: 2020] [added: 2021] and [removed: $3.0] [added: $3.1] billion in [removed: 2019.][added: 2020.]

This represents an increase of [removed: 21%] [added: 5%] in [removed: 2021] [added: 2022] and [removed: 3%] [added: 21%] in [removed: 2020] [added: 2021] in U.S. dollars and an increase of [removed: 18%] [added: 11%] in [removed: 2021] [added: 2022] and [removed: 2%] [added: 18%] in [removed: 2020] [added: 2021] in local currencies.

The PendoTECH acquisition contributed [added: approximately] 1% to [removed: our] net sales in [removed: 2021.][added: the Americas during 2022.]

In 2022, we experienced strong growth in most businesses with favorable market conditions and excellent execution.

During 2022, we faced significant external challenges, such as global inflation, supply chain disruptions, the war in Ukraine, COVID-19 lockdowns in China, unfavorable foreign currency and increased interest rates.

Our team’s resilience and agility to quickly react to adapt to the changing environment were critical to our success.

Our supply chain also was a competitive advantage, while our productivity and pricing programs helped offset significant inflationary pressures.

Our Service business also delivered very strong results in 2022 as we have been able to support our customers’ ability to maintain uptime, improve productivity and comply with regulatory requirements.

As we enter 2023, we expect to continue to benefit from market trends towards automation and digitalization, as well as customer investments in on/near-shoring activities.

However, market conditions and challenges remain uncertain relating to the macro environment and global economy, including the impacts of tighter monetary policies and related increase in interest rates to combat inflation, ongoing developments related to Ukraine, and COVID-19 (particularly in China).

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market trends in automation and digitalization and also expect to benefit from customer on/near-shoring activities in the future.

However, product inspection customers in the packaged food industry have been negatively impacted by the war in Ukraine and the COVID-19 situation in China.

Our food retailing sales increased modestly during 2022 primarily due to improved project activity in the United States and Europe, while we experienced weaker market conditions in China.

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science, high-value industries, product quality, and food safety.

In addition to China and emerging markets, we also pursue other faster growth vertical markets.

While rather small, these markets present outsized growth potential.

Segments include lithium ion battery, semiconductors, advanced materials and plant-based food.

The components of these faster growing segments will change as various markets develop and we will continue to leverage the breadth and scope of our product offering as new opportunities emerge.

We have paid an additional $10.0 million related to an earn-out provision in the agreement during 2022 and expect to pay additional consideration of $10.0 million in 2023.

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For example, China recently eased its “zero COVID” policies related to previous lockdowns as part of the government's response to the COVID-19 pandemic.

As a result China has experienced a significant increase in COVID-19 cases which may have negative implications on our business and supply chain, as well as the Chinese and global economies.

Ongoing Developments Related to Ukraine

We continue to monitor the ongoing developments related to Ukraine, as well as the status of all applicable sanctions.

We have remained in close contact with our employees in Ukraine and have provided financial assistance and supplies to them.

We suspended all shipments to Russia since the beginning of the invasion in February 2022.

For historical reference, in 2021, approximately 1% of our net sales were in Russia and Ukraine, and we had an immaterial amount of assets and liabilities in both countries as of December 31, 2022 and 2021.

We also do not have manufacturing in Russia or Ukraine.

The ongoing developments related to Ukraine present several risks to our business as further described on page 15 in the Risk Factors section of this Form 10-K.

While it is difficult to estimate the impact of the ongoing invasion on the global economy, including increased inflation, higher energy and transportation costs and potential energy shortages, the invasion of Ukraine could adversely impact our financial results and presents several risks to our business.

However, there is uncertainty in the economic environment, including the risk of recession in some countries.

Uncertainties and challenges also continue relating to ongoing developments related to Ukraine, COVID-19 (particularly in China), inflation, and supply chain challenges, and market conditions may change quickly.

Suspending shipments in Russia reduced our local

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currency sales in Europe by approximately 3% in 2022.

The local currency increase includes improved project activity in the Americas, offset in part by weak market conditions in China.

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The increase in amortization expense during 2022 is primarily related to purchased intangibles amortization.

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| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | Increase (Decrease) in % (1)2022 vs. 2021 | | | | | | Increase (Decrease) in % (1)2021 vs. 2020 | | |

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | Increase (Decrease) in % (1)2022 vs. 2021 | | | | | | Increase (Decrease) in % (1)2021 vs. 2020 | | |

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.

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 also continue to support COVID-19 testing, development, treatment, and vaccine production activities in biopharma.

Our product inspection business experienced improved customer demand during 2021 after being negatively impacted by COVID-19 in 2020.

We

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.

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

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

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

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

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.

The health and safety of our employees and business partners have been our highest priority throughout the COVID-19 pandemic, and we have implemented several preventative and protective measures.

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

Our production and logistics facilities are currently operational, and our office-based employees continue to adhere to any applicable jurisdictional stay-at-home orders.

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.

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

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.

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 in amortization expense primarily includes intangible assets related to the PendoTECH acquisition, as well as our investments in information technology, including our Blue Ocean program.

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

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

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

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

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

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

These results were partially offset by a significant decline in food retailing that was impacted by weak market dynamics, the timing of customer project

activity, and component shortages.

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

However, market conditions may change quickly and we will face difficult prior period comparisons in 2022.

The increase in local currency growth in net sales to external customers during 2021 includes strong growth in most product categories.

The increase in segment profit during 2021 primarily relates to increased sales volume and favorable foreign currency translation.

The increase in 2021 is primarily due to higher net earnings.

The Company will receive funding of $35.8 million over the next two years, which will offset future capital expenditures.

| Total Senior Notes | | | 597,454 | | | | | | 435,141 | | | | | | 1,032,595 | | |

| Other local arrangements | | | 4,794 | | | | | | 49,512 | | | | | | 54,306 | | |

| Total debt | | | 1,032,063 | | | | | | 649,879 | | | | | | 1,681,942 | | |

| Less: current portion | | | (51,755) | | | | | | (49,379) | | | | | | (101,134) | | |

Our business is geographically diversified, with net sales in [removed: 2021] [added: 2022] derived [removed: 29%] [added: 26%] from Europe, [removed: 38%] [added: 40%] from North and South America, and [removed: 33%] [added: 34%] from Asia and other countries.

The laboratory instruments and related service business accounted for approximately [removed: 56%] [added: 57%] of our net sales in [removed: 2021, 54%] [added: 2022, 56%] in [removed: 2020,] [added: 2021,] and [removed: 52%] [added: 54%] in [removed: 2019.][added: 2020.]

[Table of [removed: Contents](#i92994785b77b4eb197a5b40333ade205_7)][added: Contents](#i2a8010c344594216b375994ab56ecb3d_7)]

We also develop and produce high-value consumables such as pipette [removed: tips and tubes.][added: tips.]

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

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: micro-electronics, chemical, and refining companies, as well as power plants.][added: micro-]

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

The industrial instruments and related service business accounted for approximately [removed: 39%] [added: 38%] of our net sales in [removed: 2021, 40%] [added: 2022, 39%] in [removed: 2020,] [added: 2021,] and [removed: 41%] [added: 40%] in [removed: 2019.][added: 2020.]

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

[removed: We also] offer advanced computer software that can be used with our heavy industrial scales to facilitate a broad range of customer solutions and provides a complete system for managing vehicle transaction processing.

The retail business accounted for approximately 5% of our net sales in [removed: 2021, 6% in 2020,] [added: both 2022] and [removed: 7%] [added: 2021 and 6%] in [removed: 2019.][added: 2020.]

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; the [removed: academic community; food 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: 2021] [added: 2022] net sales.

At December 31, [removed: 2021,] [added: 2022,] our sales and service group consisted of approximately [removed: 8,600] [added: 9,100] employees in sales, marketing and customer service (including related administration), and post-sales technical service, located in approximately 40 countries.

Service (representing service contracts, [removed: on demand] [added: on-demand] services, and replacement parts) accounted for approximately 20% of our net sales in [added: both 2022 and] 2021 and [removed: approximately] 22% in [removed: both 2020 and 2019.][added: 2020.]

Over the last three years, we have invested [removed: $454] [added: $487] million in research and development [removed: ($170] [added: ($177] million in [removed: 2021, $140] [added: 2022, $170] million in [removed: 2020,] [added: 2021,] and [removed: $144] [added: $140] million in [removed: 2019),] [added: 2020),] which is approximately 5% of net sales for each year.

We have approximately [removed: 1,500] [added: 1,600] employees in research and development and product engineering in countries around the globe.

Our total global workforce was [removed: 17,800,] [added: approximately 18,000,] consisting of [removed: 15,600] [added: 16,400] employees and [removed: 2,200] [added: 1,600] temporary personnel, as of December 31, [removed: 2021,] [added: 2022,] and includes approximately [removed: 6,200] [added: 6,400] in Europe, [removed: 5,500] [added: 5,200] in North and South America, and [removed: 6,100] [added: 6,400] in Asia and other countries.

As of December 31, [removed: 2021,] [added: 2022,] approximately 36% of our global employee headcount was female, with approximately 28% holding management positions.

Severe workplace accidents are rare and [removed: we have had no fatalities] [added: there has been one fatality] from [added: an] occupational [removed: incidents] [added: incident related to a motor vehicle accident] in the past five years.

Approximately [removed: 7,600] [added: 9,000] employees are represented by collective bargaining or another arrangement organized to represent employee interests.

More than 10 years ago, we launched our GreenMT program to pursue environmental, social, and governance priorities where we can have a significant [added: positive] impact.

As [added: an example, as] of 2020, we achieved carbon neutrality with respect to Scope 1 and Scope 2 CO2 emissions, and source 100% renewable [added: electricity for all our operations.]

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

[removed: We] [added: Furthermore, we] are [removed: 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 [removed: near-term, long-term,] [added: near-term] and [removed: net-zero] [added: long-term/net-zero] targets [removed: consistent with the latest criteria issued] [added: approved] by the Science Based Target initiative (SBTi).

We [removed: are] also [added: are] largely standardizing our key business processes.

We have implemented the Blue Ocean program in our [added: operations in the] U.S., China, [added: most of Asia Pacific, and a significant portion of Europe including] Switzerland, Germany, U.K., Benelux, [removed: Spain, Japan,] and [removed: Southeast Asia operations.][added: Spain.]

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

We hold over [removed: 5,000] [added: 5,400] patents and trademarks (including pending applications), primarily in the United States, Switzerland, China, the European Union, Germany, the United Kingdom, Italy, France, Japan, South Korea, Brazil, and India.

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

Phone: +1 614 438 [removed: 4748][added: 4794]

Email: [removed: mary.finnegan@mt.com][added: adam.uhlman@mt.com]

[Table of Contents](#i2a8010c344594216b375994ab56ecb3d_7)

electronics, chemical, and refining companies, as well as power plants.

We also

[Table of Contents](#i2a8010c344594216b375994ab56ecb3d_7)

[Table of Contents](#i2a8010c344594216b375994ab56ecb3d_7)

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

[Table of Contents](#i2a8010c344594216b375994ab56ecb3d_7)

[Table of Contents](#i2a8010c344594216b375994ab56ecb3d_7)

During 2022, approximately 97% of employees completed one or more training courses, including part-time and temporary personnel.

[Table of Contents](#i2a8010c344594216b375994ab56ecb3d_7)

[Table of Contents](#i2a8010c344594216b375994ab56ecb3d_7)

To

[Table of Contents](#i2a8010c344594216b375994ab56ecb3d_7)

[Table of Contents](#i2a8010c344594216b375994ab56ecb3d_7)

More than half of our process

During 2021, approximately 13,900 employees completed one or more training courses.

electricity.

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.

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

[Table of [removed: Contents](#i92994785b77b4eb197a5b40333ade205_7)][added: Contents](#i2a8010c344594216b375994ab56ecb3d_7)]

| | | | | | | For the fiscal year ended December 31, [removed: 2021] [added: 2022] | | | | | |

As of January [removed: 27, 2022] [added: 26, 2023] there were [removed: 22,805,615] [added: 22,106,175] 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: 2021] [added: 2022] (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: 2021)] [added: 2022)] was approximately [removed: $32.0] [added: $25.9] billion.

| Certain Sections of the Proxy Statement for [removed: 2022] [added: 2023] | | | | | | Part III | | |

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2021][added: 2022]

| [Item [removed: 1.](#i92994785b77b4eb197a5b40333ade205_16)] [added: 1.](#i2a8010c344594216b375994ab56ecb3d_16)] | | | [removed: [Business](#i92994785b77b4eb197a5b40333ade205_16)] [added: [Business](#i2a8010c344594216b375994ab56ecb3d_16)] | | | [removed: [4](#i92994785b77b4eb197a5b40333ade205_16)] [added: [4](#i2a8010c344594216b375994ab56ecb3d_16)] | | |

| [Item [removed: 1A.](#i92994785b77b4eb197a5b40333ade205_19)] [added: 1A.](#i2a8010c344594216b375994ab56ecb3d_19)] | | | [Risk [removed: Factors](#i92994785b77b4eb197a5b40333ade205_19)] [added: Factors](#i2a8010c344594216b375994ab56ecb3d_19)] | | | [removed: [14](#i92994785b77b4eb197a5b40333ade205_19)] [added: [14](#i2a8010c344594216b375994ab56ecb3d_19)] | | |

| [Item [removed: 1B.](#i92994785b77b4eb197a5b40333ade205_22)] [added: 1B.](#i2a8010c344594216b375994ab56ecb3d_22)] | | | [Unresolved Staff [removed: Comments](#i92994785b77b4eb197a5b40333ade205_22)] [added: Comments](#i2a8010c344594216b375994ab56ecb3d_22)] | | | [removed: [27](#i92994785b77b4eb197a5b40333ade205_22)] [added: [28](#i2a8010c344594216b375994ab56ecb3d_22)] | | |

| [Item [removed: 2.](#i92994785b77b4eb197a5b40333ade205_25)] [added: 2.](#i2a8010c344594216b375994ab56ecb3d_25)] | | | [removed: [Properties](#i92994785b77b4eb197a5b40333ade205_25)] [added: [Properties](#i2a8010c344594216b375994ab56ecb3d_25)] | | | [removed: [28](#i92994785b77b4eb197a5b40333ade205_25)] [added: [29](#i2a8010c344594216b375994ab56ecb3d_25)] | | |

| [Item [removed: 3.](#i92994785b77b4eb197a5b40333ade205_28)] [added: 3.](#i2a8010c344594216b375994ab56ecb3d_28)] | | | [Legal [removed: Proceedings](#i92994785b77b4eb197a5b40333ade205_28)] [added: Proceedings](#i2a8010c344594216b375994ab56ecb3d_28)] | | | [removed: [28](#i92994785b77b4eb197a5b40333ade205_28)] [added: [29](#i2a8010c344594216b375994ab56ecb3d_28)] | | |

| | | | [Executive Officers of the [removed: Registrant](#i92994785b77b4eb197a5b40333ade205_28)] [added: Registrant](#i2a8010c344594216b375994ab56ecb3d_28)] | | | [removed: [28](#i92994785b77b4eb197a5b40333ade205_28)] [added: [29](#i2a8010c344594216b375994ab56ecb3d_28)] | | |

| [Item [removed: 5.](#i92994785b77b4eb197a5b40333ade205_34)] [added: 5.](#i2a8010c344594216b375994ab56ecb3d_34)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i92994785b77b4eb197a5b40333ade205_34)] [added: Securities](#i2a8010c344594216b375994ab56ecb3d_34)] | | | [removed: [29](#i92994785b77b4eb197a5b40333ade205_34)] [added: [30](#i2a8010c344594216b375994ab56ecb3d_34)] | | |

| [Item [removed: 6.](#i92994785b77b4eb197a5b40333ade205_37)] [added: 6.](#i2a8010c344594216b375994ab56ecb3d_37)] | | | [removed: [Reserved](#i92994785b77b4eb197a5b40333ade205_37)] [added: [Reserved](#i2a8010c344594216b375994ab56ecb3d_37)] | | | [removed: [31](#i92994785b77b4eb197a5b40333ade205_37)] [added: [32](#i2a8010c344594216b375994ab56ecb3d_37)] | | |

| [Item [removed: 7.](#i92994785b77b4eb197a5b40333ade205_40)] [added: 7.](#i2a8010c344594216b375994ab56ecb3d_40)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i92994785b77b4eb197a5b40333ade205_40)] [added: Operations](#i2a8010c344594216b375994ab56ecb3d_40)] | | | [removed: [31](#i92994785b77b4eb197a5b40333ade205_40)] [added: [32](#i2a8010c344594216b375994ab56ecb3d_40)] | | |

| [Item [removed: 7A.](#i92994785b77b4eb197a5b40333ade205_43)] [added: 7A.](#i2a8010c344594216b375994ab56ecb3d_43)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i92994785b77b4eb197a5b40333ade205_43)] [added: Risk](#i2a8010c344594216b375994ab56ecb3d_43)] | | | [removed: [46](#i92994785b77b4eb197a5b40333ade205_43)] [added: [47](#i2a8010c344594216b375994ab56ecb3d_43)] | | |

| [Item [removed: 8.](#i92994785b77b4eb197a5b40333ade205_46)] [added: 8.](#i2a8010c344594216b375994ab56ecb3d_46)] | | | [Financial Statements and Supplementary [removed: Data](#i92994785b77b4eb197a5b40333ade205_46)] [added: Data](#i2a8010c344594216b375994ab56ecb3d_46)] | | | [removed: [46](#i92994785b77b4eb197a5b40333ade205_46)] [added: [47](#i2a8010c344594216b375994ab56ecb3d_46)] | | |

| [Item [removed: 9.](#i92994785b77b4eb197a5b40333ade205_49)] [added: 9.](#i2a8010c344594216b375994ab56ecb3d_49)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i92994785b77b4eb197a5b40333ade205_49)] [added: Disclosure](#i2a8010c344594216b375994ab56ecb3d_49)] | | | [removed: [47](#i92994785b77b4eb197a5b40333ade205_49)] [added: [47](#i2a8010c344594216b375994ab56ecb3d_49)] | | |

| [Item [removed: 9A.](#i92994785b77b4eb197a5b40333ade205_52)] [added: 9A.](#i2a8010c344594216b375994ab56ecb3d_52)] | | | [Controls and [removed: Procedures](#i92994785b77b4eb197a5b40333ade205_52)] [added: Procedures](#i2a8010c344594216b375994ab56ecb3d_52)] | | | [removed: [47](#i92994785b77b4eb197a5b40333ade205_52)] [added: [47](#i2a8010c344594216b375994ab56ecb3d_52)] | | |

| [Item [removed: 9B.](#i92994785b77b4eb197a5b40333ade205_55)] [added: 9B.](#i2a8010c344594216b375994ab56ecb3d_55)] | | | [Other [removed: Information](#i92994785b77b4eb197a5b40333ade205_55)] [added: Information](#i2a8010c344594216b375994ab56ecb3d_55)] | | | [removed: [47](#i92994785b77b4eb197a5b40333ade205_55)] [added: [48](#i2a8010c344594216b375994ab56ecb3d_55)] | | |

| [Item [removed: 9](#i92994785b77b4eb197a5b40333ade205_1724)[C](#i92994785b77b4eb197a5b40333ade205_1724)[.](#i92994785b77b4eb197a5b40333ade205_1724)] [added: 9C.](#i2a8010c344594216b375994ab56ecb3d_58)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i92994785b77b4eb197a5b40333ade205_1724)] [added: Inspections](#i2a8010c344594216b375994ab56ecb3d_58)] | | | [removed: [47](#i92994785b77b4eb197a5b40333ade205_1724)] [added: [48](#i2a8010c344594216b375994ab56ecb3d_58)] | | |

| [PART [removed: III](#i92994785b77b4eb197a5b40333ade205_58)] [added: III](#i2a8010c344594216b375994ab56ecb3d_61)] | | | | | | | | |

| [Item [removed: 10.](#i92994785b77b4eb197a5b40333ade205_61)] [added: 10.](#i2a8010c344594216b375994ab56ecb3d_64)] | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i92994785b77b4eb197a5b40333ade205_61)] [added: Governance](#i2a8010c344594216b375994ab56ecb3d_64)] | | | [removed: [48](#i92994785b77b4eb197a5b40333ade205_61)] [added: [49](#i2a8010c344594216b375994ab56ecb3d_64)] | | |

| [Item [removed: 11.](#i92994785b77b4eb197a5b40333ade205_64)] [added: 11.](#i2a8010c344594216b375994ab56ecb3d_67)] | | | [Executive [removed: Compensation](#i92994785b77b4eb197a5b40333ade205_64)] [added: Compensation](#i2a8010c344594216b375994ab56ecb3d_67)] | | | [removed: [49](#i92994785b77b4eb197a5b40333ade205_64)] [added: [50](#i2a8010c344594216b375994ab56ecb3d_67)] | | |

| [Item [removed: 12.](#i92994785b77b4eb197a5b40333ade205_67)] [added: 12.](#i2a8010c344594216b375994ab56ecb3d_70)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i92994785b77b4eb197a5b40333ade205_67)] [added: Matters](#i2a8010c344594216b375994ab56ecb3d_70)] | | | [removed: [49](#i92994785b77b4eb197a5b40333ade205_67)] [added: [50](#i2a8010c344594216b375994ab56ecb3d_70)] | | |

| [Item [removed: 13.](#i92994785b77b4eb197a5b40333ade205_70)] [added: 13.](#i2a8010c344594216b375994ab56ecb3d_73)] | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i92994785b77b4eb197a5b40333ade205_70)] [added: Independence](#i2a8010c344594216b375994ab56ecb3d_73)] | | | [removed: [49](#i92994785b77b4eb197a5b40333ade205_70)] [added: [50](#i2a8010c344594216b375994ab56ecb3d_73)] | | |

| [Item [removed: 14.](#i92994785b77b4eb197a5b40333ade205_73)] [added: 14.](#i2a8010c344594216b375994ab56ecb3d_76)] | | | [Principal Accounting Fees and [removed: Services](#i92994785b77b4eb197a5b40333ade205_73)] [added: Services](#i2a8010c344594216b375994ab56ecb3d_76)] | | | [removed: [49](#i92994785b77b4eb197a5b40333ade205_73)] [added: [50](#i2a8010c344594216b375994ab56ecb3d_76)] | | |

| [Item [removed: 15.](#i92994785b77b4eb197a5b40333ade205_79)] [added: 15.](#i2a8010c344594216b375994ab56ecb3d_82)] | | | [Exhibits and Financial Statement [removed: Schedules](#i92994785b77b4eb197a5b40333ade205_79)] [added: Schedules](#i2a8010c344594216b375994ab56ecb3d_82)] | | | [removed: [49](#i92994785b77b4eb197a5b40333ade205_79)] [added: [51](#i2a8010c344594216b375994ab56ecb3d_82)] | | |

| [Item [removed: 16.](#i92994785b77b4eb197a5b40333ade205_82)] [added: 16.](#i2a8010c344594216b375994ab56ecb3d_85)] | | | [Form 10-K [removed: Summary](#i92994785b77b4eb197a5b40333ade205_82)] [added: Summary](#i2a8010c344594216b375994ab56ecb3d_85)] | | | [removed: [49](#i92994785b77b4eb197a5b40333ade205_82)] [added: [51](#i2a8010c344594216b375994ab56ecb3d_85)] | | |

[Table of [removed: Contents](#i92994785b77b4eb197a5b40333ade205_7)][added: Contents](#i2a8010c344594216b375994ab56ecb3d_7)]

Our actual results or performance may be materially different than reflected in forward-looking statements because of various risks and uncertainties, including statements about expected revenue [removed: growth and long-term] [added: growth, inflation,] impacts of [removed: COVID-19.][added: COVID-19 and ongoing developments related to Ukraine.]

*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, effects of acquisitions, and the impact of [added: inflation,] the COVID-19 pandemic [added: and ongoing developments related to Ukraine] on our business.*

Please consider the risks and factors that could cause our results to differ materially from what is described in our forward-looking statements, including [added: inflation,] the uncertain duration and severity of the COVID-19 [removed: pandemic.][added: pandemic and ongoing developments related to Ukraine.]

| [PART I](#i2a8010c344594216b375994ab56ecb3d_13) | | | | | | | | |

| [PART II](#i2a8010c344594216b375994ab56ecb3d_31) | | | | | | | | |

| [PART IV](#i2a8010c344594216b375994ab56ecb3d_79) | | | | | | | | |

| [SIGNATURES](#i2a8010c344594216b375994ab56ecb3d_91) | | | | | | [E-4](#i2a8010c344594216b375994ab56ecb3d_91) | | |

[Table of Contents](#i2a8010c344594216b375994ab56ecb3d_7)

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

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

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

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

[Table of [removed: Contents](#i92994785b77b4eb197a5b40333ade205_7)][added: Contents](#i2a8010c344594216b375994ab56ecb3d_7)]

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

At January [removed: 27, 2022,] [added: 26, 2023,] there were 39 holders of record of common stock and [removed: 22,805,615] [added: 22,106,175] shares of common stock outstanding.

We estimate we have approximately [removed: 173,699] [added: 219,878] beneficial owners of common stock.

[Table of [removed: Contents](#i92994785b77b4eb197a5b40333ade205_7)][added: Contents](#i2a8010c344594216b375994ab56ecb3d_7)]

The following graph compares the cumulative total returns (assuming reinvestment of dividends) on $100 invested on December 31, [removed: 2016] [added: 2017] through December 31, [removed: 2021] [added: 2022] in our common stock, the Standard & Poor’s 500 Composite Stock Index (S&P 500 Index), and the SIC Code 3826 Index — Laboratory Analytical Instruments.

[removed: ][added: ]

In November [removed: 2020,] [added: 2022,] the Company’s Board of Directors authorized an additional $2.5 billion to the share repurchase program, which had [removed: $2.1] [added: $3.5] billion of remaining availability as of December 31, [removed: 2021.][added: 2022.]

We have purchased [removed: 30.2] [added: 31.0] million common shares since the inception of the program in 2004 through December 31, [removed: 2021,] [added: 2022,] at a total cost of [removed: $6.9] [added: $8.0] billion.

During the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] we spent [removed: $1.0] [added: $1.1] billion and [removed: $775.0 million] [added: $1.0 billion] on the repurchase of [removed: 739,486] [added: 838,010] shares and [removed: 815,652] [added: 739,486] shares at an average price per share of [removed: $1,352.27] [added: $1,312.61] and [removed: $950.14,] [added: $1,352.27,] respectively.

We reissued [removed: 110,748] [added: 133,916] shares and [removed: 162,176] [added: 110,748] shares held in treasury for the exercise of stock options and restricted stock units during [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

| | | | 12/31/17 | | | 12/31/18 | | | 12/31/19 | | | 12/31/20 | | | 12/31/21 | | | 12/31/22 | | |

| Mettler-Toledo | | | $100 | | | $91 | | | $128 | | | $184 | | | $274 | | | $233 | | |

| S&P 500 Index | | | $100 | | | $96 | | | $126 | | | $149 | | | $192 | | | $157 | | |

| SIC Code 3826 Index | | | $100 | | | $113 | | | $155 | | | $216 | | | $300 | | | $236 | | |

[Table of Contents](#i2a8010c344594216b375994ab56ecb3d_7)

| October 1 to October 31, 2022 | | | | | | 75,550 | | | | | | $ | 1,172.00 | | | | | 75,550 | | | | | | $ | 1,144,884 | |

| November 1 to November 30, 2022 | | | | | | 71,953 | | | | | | 1,360.10 | | | | | | 71,953 | | | | | | 3,547,019 | | |

| December 1 to December 31, 2022 | | | | | | 61,127 | | | | | | 1,449.24 | | | | | | 61,127 | | | | | | 3,458,430 | | |

| Total | | | | | | 208,630 | | | | | | $ | 1,318.10 | | | | | 208,630 | | | | | | $ | 3,458,430 | |

| | | | 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 | | |

| 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 | |

[Table of Contents](#i92994785b77b4eb197a5b40333ade205_7)

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

Based on our assessment, we concluded that, as of December 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[Table of Contents](#i2a8010c344594216b375994ab56ecb3d_7)

[Table of [removed: Contents](#i92994785b77b4eb197a5b40333ade205_7)][added: Contents](#i2a8010c344594216b375994ab56ecb3d_7)]

| Patrick Kaltenbach | | | | | | [removed: 58] [added: 59] | | | | | | President and Chief Executive Officer | | |

| Peter Aggersbjerg | | | | | | [removed: 53] [added: 54] | | | | | | Head of Divisions | | |

| Marc de La Guéronnière | | | | | | [removed: 58] [added: 59] | | | | | | Head of European and North American Market Organizations | | |

| Gerhard Keller | | | | | | [removed: 54] [added: 55] | | | | | | Head of Process Analytics | | |

| Christian Magloth | | | | | | [removed: 56] [added: 57] | | | | | | Head of Human Resources | | |

| Shawn P. Vadala | | | | | | [removed: 53] [added: 54] | | | | | | Chief Financial Officer | | |

Prior to Medela, Mr. Aggersbjerg worked in various CEO roles in the health care, medical devices, and industrial sectors in Switzerland, Denmark, and the U.S. [added: Mr. Aggersbjerg will depart the Company at the end of February 2023 at which time Stefan Heiniger will become the Head of Laboratory.]

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

[Table of [removed: Contents](#i92994785b77b4eb197a5b40333ade205_7)][added: Contents](#i2a8010c344594216b375994ab56ecb3d_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: 2022] [added: 2023] Proxy Statement.

| Richard Wong | | | | | | 58 | | | | | | Head of Asia/Pacific Market Organizations | | |

Mr. Heiniger has been the Head of Laboratory Weighing since 2018.

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

*Richard Wong* has been Head of Asia/Pacific Market Organizations since 2009.

Prior to joining the company in 2008, he held various regional management positions with Agilent Technologies from 1998 to 2008 including Life Sciences Field Operations for North Asia based in Beijing and later in Tokyo.

He started his career with Hewlett Packard in 1991 and held positions of increasing responsibilities in Sales & Marketing and Finance.

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: 2022] [added: 2023] Proxy Statement is incorporated by reference herein.

The information appearing in the section “Share Ownership” in the [removed: 2022] [added: 2023] Proxy Statement is incorporated by reference herein.

Information appearing in “Securities Authorized for Issuance under Equity Compensation Plans as of December 31, [removed: 2021”] [added: 2022”] is included within Note 12 to the financial statements.

Director Independence — The information in the section “Board of Directors — General Information — Independence of the Board” in the [removed: 2022] [added: 2023] Proxy Statement is incorporated by reference herein.

Information appearing in the section “Audit Committee Report” in the [removed: 2022] [added: 2023] Proxy Statement is hereby incorporated by reference.

[Table of Contents](#i2a8010c344594216b375994ab56ecb3d_7)

[Table of [removed: Contents](#i92994785b77b4eb197a5b40333ade205_7)][added: Contents](#i2a8010c344594216b375994ab56ecb3d_7)]

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/1037646/000103764616000068/exhibit312016amendedby-laws.htm)] [added: [3.2](http://www.sec.gov/Archives/edgar/data/1037646/000103764622000032/mtvinalbylawsforformnovemb.htm)] | | | [removed: [Amended] [added: [Second Amended and Restated] By-laws of the Company, effective as of November 3, [removed: 2016](http://www.sec.gov/Archives/edgar/data/1037646/000103764616000068/exhibit312016amendedby-laws.htm)(2)] [added: 2022](http://www.sec.gov/Archives/edgar/data/1037646/000103764622000032/mtvinalbylawsforformnovemb.htm) (24)] | | |

| [4.3](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000008/exhibit43descriptionofcapi.htm) | | | [Description of Capital [removed: Stock](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000008/exhibit43descriptionofcapi.htm)(3)] [added: Stock](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000008/exhibit43descriptionofcapi.htm)(2)] | | |

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

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1037646/000103764612000048/exhibit41.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000028/a2013-asupplementtonotepur.htm)] | | | [Note Purchase [removed: Agreement] [added: Supplement] dated as of [added: July 29, 2013 by and among Mettler-Toledo International Inc., Aviva Life and Annuity Company, and Teachers Insurance and Annuity Association of America to a Note Purchase Agreement dated] October 10, 2012 by and among Mettler-Toledo International Inc., Massachusetts Mutual Life Insurance Company, C.M. Life Insurance Company, MassMutual Asia Limited, The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New York, and Aviva Life and Annuity Company Royal Neighbors of [removed: America](http://www.sec.gov/Archives/edgar/data/1037646/000103764612000048/exhibit41.htm)(5)] [added: America](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000028/a2013-asupplementtonotepur.htm)(5)] | | |

| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000028/a2013-asupplementtonotepur.htm)] [added: [10.4](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2012npa20.htm)] | | | [removed: [Note] [added: [Second Amendment to Note] Purchase [removed: Supplement 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 Company, and Teachers Insurance and Annuity Association] [added: Agreement dated as] of [removed: America] [added: December 23, 2021] to [removed: a] [added: the] Note Purchase Agreement dated [added: as of] October 10, [removed: 2012] [added: 2012, entered into] by and among Mettler-Toledo International [removed: Inc., Massachusetts Mutual Life Insurance Company, C.M. Life Insurance Company, MassMutual Asia Limited,] [added: Inc,] The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New York, [removed: and Aviva] [added: Massachusetts Mutual] Life [removed: and] [added: Insurance Company, Massmutual Asia Limited, C.M. Life Insurance Company, Yf Life Insurance International Limited, Athene] Annuity [removed: Company] [added: and Life Assurance Company,] Royal Neighbors of [removed: America](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000028/a2013-asupplementtonotepur.htm)(6)] [added: America and Teachers Insurance and Annuity Association of America](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2012npa20.htm)(12)] | | |

| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2012npa20.htm)] [added: [10.7](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2014npa20.htm)] | | | [Second Amendment to Note Purchase Agreement dated as of December 23, 2021 to the Note Purchase Agreement dated as of [removed: October 10, 2012,] [added: June 27, 2014,] entered into by and among Mettler-Toledo International [removed: Inc, The Lincoln National] [added: Inc.,] Life Insurance [removed: Company, Lincoln Life & Annuity] Company of [added: North America,] New [removed: York, Massachusetts Mutual] [added: York] Life [added: Group] Insurance [added: Company of NY, Erie Family Life Insurance] Company, [removed: Massmutual Asia Limited, C.M.] [added: Metropolitan] Life Insurance Company, [added: Massachusetts Mutual Life Insurance Company,] Yf Life Insurance International Limited, [removed: Athene Annuity and] [added: Banner] Life [removed: Assurance] [added: Insurance] Company, [removed: Royal Neighbors of America and] [added: Great-West Life & Annuity Insurance Company,] Teachers Insurance and Annuity [removed: 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)] [added: Association of America, Connecticut General Life Insurance Company, and Healthspring Life & Health Insurance Company, Inc.](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2014npa20.htm)(12)] | | |

| [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)(7)] [added: America](http://www.sec.gov/Archives/edgar/data/1037646/000103764614000020/exhibit41notepurchaseagree.htm)(6)] | | |

| [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, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000013/exhibit993firstamendmentto.htm)[,](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000013/exhibit993firstamendmentto.htm) [and] [added: Inc., and] Teachers Insurance and Annuity Association of [removed: America](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000013/exhibit993firstamendmentto.htm)(23)] [added: America](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000013/exhibit993firstamendmentto.htm)(20)] | | |

| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2014npa20.htm)] [added: [10.10](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2015npa20.htm)] | | | [Second Amendment to Note Purchase [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2014npa20.htm) [dated] [added: Agreement dated] as of December 23, [removed: 2021] [added: 2021,] to the Note Purchase Agreement dated as of [removed: June 27, 2014,] [added: March 31, 2015,] entered into by and among Mettler-Toledo International Inc., [removed: Life Insurance Company of North America, New York Life Group Insurance Company of NY, Erie Family] [added: Metropolitan] Life Insurance Company, [removed: Metropolitan] [added: Brighthouse] Life Insurance Company, Massachusetts Mutual Life Insurance Company, [removed: Yf Life Insurance International Limited, Banner Life Insurance Company,] [added: and] Great-West Life & Annuity Insurance [removed: Company, Teachers Insurance and Annuity Association] [added: Company] of [removed: 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)] [added: New York.](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2015npa20.htm)(12)] | | |

| [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)(8)] [added: Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000011/exhibit41euronotepurchasea.htm)(7)] | | |

| [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 [removed: Limited](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000013/exhibit992firstamendmentto.htm)[,](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000013/exhibit992firstamendmentto.htm) [and] [added: Limited, and] Massachusetts Mutual Life Insurance [removed: Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000013/exhibit992firstamendmentto.htm)(23)] [added: Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000013/exhibit992firstamendmentto.htm)(20)] | | |

| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2015npa20.htm)] [added: [10.16](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmentto2020npa2021.htm)] | | | [removed: [Second] [added: [First] Amendment to Note Purchase [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2015npa20.htm) [dated] [added: Agreement dated] as of December 23, [removed: 2021,] [added: 2021] to the Note Purchase Agreement dated as of [removed: March 31, 2015,] [added: December 16, 2020,] entered into by and among Mettler-Toledo International Inc., [removed: Metropolitan] [added: Pruco] Life Insurance Company, [removed: Brighthouse] [added: The Prudential Insurance Company of America, American General] Life Insurance Company, [removed: Massachusetts Mutual] [added: The United States] Life Insurance [removed: 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] [added: Company in the City of New York, The Variable Annuity] Life [removed: &] [added: Insurance Company, Athene] Annuity [added: and Life Company, Jackson National Life] Insurance [added: Company, The Lincoln National Life Insurance Company, Lincoln Life & Annuity] Company of New [removed: York.](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2015npa20.htm)(13)] [added: York, Metlife Insurance K.K., Metropolitan Life Insurance Company, and The Northwestern Mutual Life Insurance Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmentto2020npa2021.htm)(12)] | | |

| [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)(9)] [added: PUBLICA](http://www.sec.gov/Archives/edgar/data/1037646/000103764619000013/a8-k20192029seniornotes.htm)(8)] | | |

| [10.12](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttoapril2019n.htm) | | | [First Amendment to Note Purchase [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttoapril2019n.htm) [dated] [added: Agreement dated] as of December 23, [removed: 2021](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttoapril2019n.htm) [to] [added: 2021 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, [removed: L](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttoapril2019n.htm)[LC](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttoapril2019n.htm)[,] [added: LLC,] Life Insurance Company of North [removed: America](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttoapril2019n.htm)[,](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttoapril2019n.htm) [and] [added: America, and] New York Life Group Insurance Company of [removed: NY](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttoapril2019n.htm)(13)] [added: NY](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttoapril2019n.htm)(12)] | | |

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

| [10.14](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttonovember20.htm) | | | [First Amendment to Note Purchase [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttonovember20.htm) [dated] [added: Agreement dated] as of December 23, [removed: 2021](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttonovember20.htm) [to] [added: 2021 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 [removed: Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttonovember20.htm)[,](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttonovember20.htm) [and] [added: Company, and] The United States Life Insurance Company in the City of New [removed: York](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttonovember20.htm)(13)] [added: York](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttonovember20.htm)(12)] | | |

| [10.15](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm) | | | [Note Purchase Agreement dated as of December 16, 2020 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 and 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, [removed: 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] [added: and The] Northwestern Mutual Life Insurance [removed: Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm)(11)] [added: Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm)(10)] | | |

| [removed: [10.16](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmentto2020npa2021.htm)] [added: [10.18](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttomay2021npa.htm)] | | | [First Amendment to Note Purchase [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmentto2020npa2021.htm) [dated] [added: Agreement dated] as of December 23, [removed: 2021](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmentto2020npa2021.htm) [to] [added: 2021 to] the Note Purchase Agreement dated as of [removed: December 16, 2020,] [added: May 18, 2021,] entered into by and among Mettler-Toledo International Inc., [added: Gibraltar Universal Life Reinsurance Company, Highmark Inc.,] Pruco Life Insurance Company, The Prudential Insurance Company of America, American General Life Insurance Company, The [removed: United States Life Insurance Company in the City of New York, The] Variable Annuity Life Insurance Company, Athene [removed: 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] [added: Annuity &] Life [added: Assurance] Company, [removed: Jackson National] [added: American Equity Investment Life, Insurance Athene Annuity And] Life [added: Company, Venerable] Insurance [added: And Annuity] Company, The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New York, [added: Zurich American Insurance Company, Metropolitan Life Insurance Company,] Metlife Insurance K.K., [removed: Metropolitan] [added: The Northwestern Mutual] Life Insurance [removed: Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmentto2020npa2021.htm)[,](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmentto2020npa2021.htm) [and] [added: Company,] The Northwestern Mutual Life Insurance [removed: Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmentto2020npa2021.htm)(13)] [added: Company for its Group Annuity Separate Account, Connecticut General Life Insurance Company, and Cigna Health and Life Insurance Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttomay2021npa.htm)(12)] | | |

| [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 [removed: 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] [added: Company, and] Cigna Health and Life Insurance [removed: Company](http://www.sec.gov/Archives/edgar/data/0001037646/000103764621000023/exhibit41mettler-toledomay.htm)(12)] [added: Company](http://www.sec.gov/Archives/edgar/data/0001037646/000103764621000023/exhibit41mettler-toledomay.htm)(11)] | | |

| [removed: [10.18](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttomay2021npa.htm)] [added: [10.19](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/npausd-denominatedwinter20.htm)] | | | [removed: [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] [added: [Note] Purchase Agreement dated as of [removed: May 18, 2021, entered into] [added: December 23, 2021] by and among Mettler-Toledo International Inc., [added: 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, [removed: Highmark Inc., Pruco Life] [added: Prudential Legacy] Insurance [added: Company of New Jersey, Prudential Universal Reinsurance] Company, The Prudential Insurance Company of America, [removed: American General] [added: PICA Hartford] Life Insurance [removed: Company,] [added: Comfort Trust,] The [removed: Variable Annuity] [added: Northwestern Mutual] Life Insurance [removed: Company, Athene] [added: Company for its Group] Annuity [removed: & Life Assurance Company,] [added: Separate Account,] American [removed: Equity Investment Life,] [added: General Life] Insurance [removed: Athene] [added: Company, The Variable] Annuity [removed: And] Life [removed: Company, Venerable] Insurance [removed: And Annuity] Company, [removed: The Lincoln National] [added: Massachusetts Mutual] Life Insurance Company, [removed: Lincoln] [added: Great-West] Life & Annuity [added: Insurance] Company of New York, [removed: Zurich American Insurance Company, Metropolitan] [added: New York] Life Insurance Company, [removed: Metlife Insurance K.K., The Northwestern Mutual] [added: New York] Life Insurance [added: and Annuity] Company, [removed: The Northwestern Mutual] [added: New York] Life Insurance [removed: Company for its Group] [added: and] Annuity [removed: Separate Account, Connecticut General] [added: Corporation Institutionally Owned] Life Insurance [removed: 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] [added: Separate Account, and Teachers] Insurance [removed: Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttomay2021npa.htm)(13)] [added: and Annuity Association of America](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/npausd-denominatedwinter20.htm)(12)] | | |

| [removed: [10.19](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/npausd-denominatedwinter20.htm)] [added: [10.20](http://www.sec.gov/Archives/edgar/data/1037646/000103764622000036/exhibit41notepurchaseagree.htm)] | | | [Note Purchase Agreement dated as of December [removed: 23, 2021] [added: 16, 2022] by and among Mettler-Toledo International Inc., [removed: The Lincoln National] [added: Brighthouse] Life Insurance Company, [removed: Metropolitan] [added: Missouri Reinsurance, Inc., Homesteaders] Life [removed: Insurance] Company, [removed: MetLife Insurance K.K., Lockheed Martin Investment Management] [added: Employers Mutual Casualty] Company, [removed: Metropolitan Tower] [added: John Hancock Pension Plan, EMC National] Life [removed: Insurance] Company, The Northwestern Mutual [removed: 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,] [added: Investment,] The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account, [removed: American General Life] [added: Teachers] Insurance [removed: Company, The Variable] [added: and] Annuity [added: Association of America, Independent] Life Insurance Company, [removed: Massachusetts Mutual] [added: Aaraugische Pensionskasse, BCBSM, Inc. DBA Blue Cross and Blue Shield of Minnesota, The Prudential Gibraltar Financial] Life Insurance [removed: Company, Great-West Life & Annuity] [added: Co., LTD, The Prudential] Insurance Company of [removed: New York,] [added: America,] New York Life Insurance Company, New York Life [removed: Insurance] [added: Insurancce] and Annuity [removed: Company,] [added: Corporation,] New York Life Insurance and Annuity Corporation Institutionally Owned Life [removed: 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] [added: Insurance, The Bank] of [removed: America](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/npausd-denominatedwinter20.htm)(13)] [added: New York Mellon](http://www.sec.gov/Archives/edgar/data/1037646/000103764622000036/exhibit41notepurchaseagree.htm) (22)] | | |

| [removed: [10.20](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w23.htm)†] [added: [10.21](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w23.htm)†] | | | [Mettler-Toledo International Inc. 2007 Share Plan, effective February 7, [removed: 2008](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w23.htm)(14)] [added: 2008](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w23.htm)(13)] | | |

| [removed: [10.21](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000041/s-82013equityincentiveplan.htm)†] [added: [10.22](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/1037646/000103764621000041/s-82013equityincentiveplan.htm)[,](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000041/s-82013equityincentiveplan.htm) [(Amended] [added: Plan, (Amended] and [removed: 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] [added: Restated effective] May 6, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000041/s-82013equityincentiveplan.htm)(15)] [added: 2021)](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000041/s-82013equityincentiveplan.htm)(14)] | | |

| [removed: [10.22](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1023formofrestr.htm)†] [added: [10.23](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1023formofrestr.htm)†] | | | [Form of Restricted Stock Unit [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1023formofrestr.htm)(16)] [added: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1023formofrestr.htm)(4)] | | |

| [removed: [10.23](https://www.sec.gov/Archives/edgar/data/1037646/000103764622000008/exhibit1023formofperforman.htm)†*] [added: [10.24](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1025performance.htm)†] | | | [Form of Performance Share Unit [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1037646/000103764622000008/exhibit1023formofperforman.htm)] [added: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1025performance.htm)(23)] | | |

| [removed: [10.24](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1025performance.htm)†] [added: [10.26](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1026formofstock.htm)†] | | | [removed: [Performance] [added: [Form of] Stock Option [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1025performance.htm)(17)] [added: Agreement Directors](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1026formofstock.htm)(4)] | | |

| [removed: [10.25](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1026formofstock.htm)†] [added: [10.27](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1027formofstock.htm)†] | | | [Form of Stock Option Agreement [removed: Directors](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1026formofstock.htm)(16)] [added: CEO](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1027formofstock.htm)(4)] | | |

| [removed: [10.26](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1027formofstock.htm)†] [added: [10.28](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1028formofstock.htm)†] | | | [Form of Stock Option Agreement [removed: CEO](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1027formofstock.htm)(16)] [added: NEOs](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1028formofstock.htm)(4)] | | |

| [removed: [10.28](http://www.sec.gov/Archives/edgar/data/0001037646/000103764621000008/exhibit1029non-employeedir.htm)†] [added: [10.29](http://www.sec.gov/Archives/edgar/data/0001037646/000103764621000008/exhibit1029non-employeedir.htm)†] | | | [Non-Employee Director Share Award [removed: Agreement](http://www.sec.gov/Archives/edgar/data/0001037646/000103764621000008/exhibit1029non-employeedir.htm)(3)] [added: Agreement](http://www.sec.gov/Archives/edgar/data/0001037646/000103764621000008/exhibit1029non-employeedir.htm)(2)] | | |

| [removed: [10.29](http://www.sec.gov/Archives/edgar/data/1037646/000095015209001389/l35224aexv10w31.htm)†] [added: [10.32](https://www.sec.gov/Archives/edgar/data/1037646/000103764623000005/mtd_ex10322022pobsplusregu.htm)†*] | | | [Regulations of the POBS PLUS — Incentive [removed: Scheme] [added: System] for [removed: Senior] [added: Members of the Group] Management of Mettler Toledo, effective as of [removed: November, 2006](http://www.sec.gov/Archives/edgar/data/1037646/000095015209001389/l35224aexv10w31.htm)(17)] [added: November 2, 2022](https://www.sec.gov/Archives/edgar/data/1037646/000103764623000005/mtd_ex10322022pobsplusregu.htm)] | | |

| [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](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000005/exhibit1050employeeagr.htm)(18)] [added: 2019](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000005/exhibit1050employeeagr.htm)(15)] | | |

| [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)(19)] [added: 2011](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w57.htm)(16)] | | |

| [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)(20)] [added: 2007](http://www.sec.gov/Archives/edgar/data/1037646/000089534507000567/tpex10_1.htm)(17)] | | |

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

| [10.54](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000034/ex-101employmentagreementb.htm)† | | | [Employment Agreement between Patrick Kaltenbach and Mettler-Toledo International Inc., dated as of December 14, [removed: 2020](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000034/ex-101employmentagreementb.htm)(22)] [added: 2020](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000034/ex-101employmentagreementb.htm)(19)] | | |

| [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)(19)] [added: 2010](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w58.htm)(16)] | | |

| [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)(22)] [added: 2018](http://www.sec.gov/Archives/edgar/data/1037646/000103764618000026/mtdexhibit1057employmentag.htm)(19)] | | |

| [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)(16)] [added: 2016](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1059employmenta.htm)(4)] | | |

| [10.58](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w58.htm)† | | | [Form of Tax Equalization Agreement between Messrs. Filliol, Aggersbjerg, Keller, Magloth, Kaltenbach, and Mettler-Toledo International Inc., dated as of October 10, [removed: 2007](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w58.htm)(15)] [added: 2007](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w58.htm)(14)] | | |

[Table of Contents](#i2a8010c344594216b375994ab56ecb3d_7)

[Table of Contents](#i2a8010c344594216b375994ab56ecb3d_7)

| [10.59](https://www.sec.gov/Archives/edgar/data/1037646/000103764623000005/wongemploymentagreement.htm)†* | | | [Employment Agreement between Richard Wong and Mettler-Toledo International Inc. dated as of July 8, 2008](https://www.sec.gov/Archives/edgar/data/1037646/000103764623000005/wongemploymentagreement.htm) | | |

_____________________________________

[Table of Contents](#i2a8010c344594216b375994ab56ecb3d_7)

| | | | | | |

| /s/Roland Diggelmann | | | | | | Director | | |

| Roland Diggelmann | | | | | | | | |

| | | | | | | | | |

| /s/Ingrid Zhang | | | | | | Director | | |

| Ingrid Zhang | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | |

[Table of Contents](#i2a8010c344594216b375994ab56ecb3d_7)

[Table of Contents](#i2a8010c344594216b375994ab56ecb3d_7)

*Product Revenue Recognition*

As described in Note 2 to the consolidated financial statements, product revenue is recognized from contracts with customers when a customer has obtained control of a product.

As described in Note 3, for the year ended December 31, 2022, the Company’s net sales were $3.9 billion, of which $3.1 billion relate to product revenue.

The principal consideration for our determination that performing procedures relating to product revenue recognition is a critical audit matter is a high degree of auditor effort in performing procedures related to product revenue recognition.

These procedures included testing the effectiveness of controls relating to the product revenue recognition process.

These procedures also included, among others, testing the appropriateness of product revenue recognized for a sample of product revenue transactions by obtaining and inspecting evidence of arrangement, evidence of products delivered, and, where applicable, consideration received in exchange for those products.

February 10, 2023

[Table of Contents](#i2a8010c344594216b375994ab56ecb3d_7)

[Table of Contents](#i2a8010c344594216b375994ab56ecb3d_7)

| Net earnings | | | $ | 872,502 | | | | | $ | 768,985 | | | | | $ | 602,739 | |

[Table of Contents](#i2a8010c344594216b375994ab56ecb3d_7)

| | | | 2022 | | | | | | 2021 | | |

| Goodwill | | | 660,170 | | | | | | 648,622 | | |

[Table of Contents](#i2a8010c344594216b375994ab56ecb3d_7)

| Exercise of stock options and restricted stock units | | | 133,916 | | | | | | — | | | | | | 4,733 | | | | | | 33,391 | | | | | | (4,908) | | | | | | — | | | | | | 33,216 | | |

| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 872,502 | | | | | | — | | | | | | 872,502 | | |

| Balance at December 31, 2022 | | | 22,139,009 | | | | | | $ | 448 | | | | | $ | 850,368 | | | | | $ | (7,325,656) | | | | | $ | 6,726,866 | | | | | $ | (227,233) | | | | | $ | 24,793 | |

[Table of Contents](#i2a8010c344594216b375994ab56ecb3d_7)

| Net earnings | | | $ | 872,502 | | | | | $ | 768,985 | | | | | $ | 602,739 | |

| Amortization | | | 66,239 | | | | | | 63,075 | | | | | | 56,665 | | |

| Proceeds from government grant | | | 29,670 | | | | | | — | | | | | | — | | |

| | | | | | |

During the period ended December 31, 2022, the Company incurred approximately $28.1 million of capital expenditures relating to this funding agreement.

The Company considers control to have transferred based upon shipping terms.

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

| [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, 2009](http://www.sec.gov/Archives/edgar/data/1037646/000095015209001389/l35224aexv10w32.htm)(17) | | |

_______________________________________

As described in Notes 2 and 14 to the consolidated financial statements, the Company recorded deferred tax assets of $205.6 million, net of a valuation allowance of $51.1 million, as of December 31, 2021.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, their respective tax bases, and operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates in the respective jurisdictions in which the Company operates.

In assessing the ability to realize deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

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

The principal considerations for our determination that performing procedures relating to the valuation of deferred tax assets is a critical audit matter are (i) the significant judgment by management when assessing the ability to realize deferred tax assets, particularly as it relates to estimates of future taxable income and application of income tax law in relevant foreign jurisdictions; (ii) the high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s assessment of the realizability of deferred tax assets as it relates to estimates of future taxable income and application of relevant income tax law; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to the valuation of deferred tax assets, including controls over estimates of future taxable income and application of relevant income tax law.

These procedures also included, among others (i) evaluating management’s assessment of the realizability of deferred tax assets on a jurisdictional basis; (ii) evaluating management's estimates of future taxable income; (iii) evaluating management's application of relevant income tax law; and (iv) testing the completeness and accuracy of the underlying data used in management’s assessment.

Evaluating management’s estimates of future taxable income involved evaluating whether the estimates were reasonable considering (i) the current and past performance of the respective entity and (ii) whether the estimates were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating the application of relevant income tax law.

PricewaterhouseCoopers LLP

February 11, 2022

| Deferred tax assets, net | | | 39,496 | | | | | | 41,836 | | |

| Balance at December 31, 2018 | | | 24,921,963 | | | | | | $ | 448 | | | | | $ | 764,717 | | | | | $ | (3,814,604) | | | | | $ | 3,941,916 | | | | | $ | (302,414) | | | | | $ | 590,063 | |

| Exercise of stock options and restricted stock units | | | 298,002 | | | | | | — | | | | | | 869 | | | | | | 50,449 | | | | | | (3,737) | | | | | | — | | | | | | 47,581 | | |

| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 561,109 | | | | | | — | | | | | | 561,109 | | |

| Swiss tax reform (Note 14) | | | — | | | | | | — | | | | | | (15,833) | | |

period.

a single component.

| Product Revenue | | | $ | 801,181 | | | | | $ | 110,390 | | | | | $ | 500,978 | | | | | $ | 495,579 | | | | | $ | 438,717 | | | | | $ | 2,346,845 | |

| Point in time | | | 207,707 | | | | | | 20,968 | | | | | | 135,612 | | | | | | 37,370 | | | | | | 109,802 | | | | | | 511,459 | | |

| Over time | | | 48,227 | | | | | | 8,141 | | | | | | 64,151 | | | | | | 11,767 | | | | | | 18,062 | | | | | | 150,348 | | |

| Total | | | $ | 1,057,115 | | | | | $ | 139,499 | | | | | $ | 700,741 | | | | | $ | 544,716 | | | | | $ | 566,581 | | | | | $ | 3,008,652 | |

The initial estimated fair value of the contingent consideration obligation of $13.5 million relating to the PendoTECH acquisition was determined using a Monte Carlo simulation based on the Company's forecast of future financial results.

projections.

| Balance at beginning of year | | | $ | 550,270 | | | | | $ | 535,979 | |

| | | | $ | 452,946 | | | | | $ | (145,496) | | | | | $ | 307,450 | | | | | $ | 325,463 | | | | | $ | (128,678) | | | | | $ | 196,785 | |

covenants in the underlying agreements.

Agreement).

The Company incurred approximately $0.2 million of debt extinguishment costs during 2021 related to the Prior Credit Agreement.

| Balance at December 31, 2018 | | | $ | (63,913) | | | | | $ | 702 | | | | | $ | (239,203) | | | | | $ | (302,414) | |

| Outstanding at December 31, 2020 | | | 474,103 | | | | | | $ | 400.21 | | | | | $ | 350.6 | |

| Granted | | | 28,116 | | | | | | 1,390.31 | | | | | | | | |

| Exercised | | | (95,549) | | | | | | 214.17 | | | | | | | | |

| Forfeited | | | (886) | | | | | | 546.20 | | | | | | | | |

| Options exercisable at December 31, 2021 | | | 309,558 | | | | | | $ | 391.69 | | | | | $ | 404.1 | |

| 245,906 | | | | | | $ | 301.84 | | | | | 3.28 | | | | | | 233,228 | | |