Mettler-Toledo (MTD) 10-K risk factor changes: FY2023 vs FY2022

*The COVID-19 pandemic [removed: has] adversely [removed: affected,] [added: affected] and may continue to adversely [removed: affect,] [added: 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.*

[removed: COVID-19 continues to evolve] [added: For instance, the coronavirus pandemic (COVID-19) spread globally in all countries where we do business] and [removed: 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.

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

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

The COVID-19 pandemic [removed: has] resulted [removed: and may continue to result] in significant disruptions to the global economy, as well as to businesses and capital markets globally.

[removed: As the] [added: If COVID-19 resurges or another] pandemic [removed: continues,] [added: develops,] we may experience volatility in our results, including reduced global sales volume from lower customer [removed: demand.][added: demand and supply chain challenges, including the availability of certain components, material shortages, supplier delays, transportation delays, and higher transportation and material costs.]

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Economic uncertainty in many parts of the world, including the impact [removed: from] [added: of high inflationary environments and] governmental monetary policies and related rising interest rates to combat inflation, the war in Ukraine, [removed: regional effects] [added: the escalation] of the [removed: COVID-19 pandemic,] [added: conflict in the Middle East related to the Israel-Hamas war,] 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 operations, including our significant concentration of business in [removed: China,] [added: China] and ongoing developments related to [removed: Russia] [added: Russia, Ukraine,] and [removed: Ukraine.*][added: the Middle East.*]

For example, our Chinese operations accounted for [removed: 21%] [added: 19%] of sales to external customers, [added: 32% of total segment profit, and] approximately [removed: 36%] [added: 34%] of our global [removed: production, and 36% of total segment profit] [added: production] during [removed: 2022.][added: 2023.]

In addition to the currency risks discussed below, [added: our] international operations pose other [added: potential] substantial risks and problems for us, including the following:

- 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: $50.7] [added: $19.8] million of cash at December 31, [removed: 2022] [added: 2023] in our Chinese subsidiaries;

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

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 [removed: on] Russian interests and individuals, and the Russian government implemented sanctions and regulations in response.

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, [removed: 2022] [added: 2023, 2022,] and 2021.

Due to the impact of reduced energy supplies from Russia, the Council of the European Union (EU Council) proposed that all European member states [removed: strive for a] [added: extend their] voluntary 15% reduction [added: target] in gas consumption compared to their average consumption [removed: over] [added: for] the [removed: last] five [removed: years.][added: years ended March 31, 2022.]

The [added: extended] reduction timeframe commenced [removed: August] [added: April] 1, [removed: 2022] [added: 2023] and is expected to continue through March 31, [removed: 2023.][added: 2024.]

While it is difficult to estimate the impact of the ongoing [added: Ukraine] invasion [added: and the Israel-Hamas war] on the global economy, including increased inflation, higher energy and transportation [removed: costs] [added: costs, global supply chain disruptions,] and potential energy shortages, the invasion of Ukraine [added: and the Israel-Hamas war] could adversely impact our financial results and [removed: presents] [added: present] several risks to our business.

Also, uncertainties related to [removed: this conflict] [added: these conflicts exist,] and the resulting impact to the global economy and market conditions can 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 [added: security breaches.]

Many of our systems are not redundant, and our disaster recovery planning [removed: is] [added: may] not [added: be] sufficient for every eventuality a cybersecurity incident could cause.

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

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, [added: France,] and Spain.

We estimate that we have more than [removed: 85%] [added: 90%] of our users on the program and will continue to implement additional locations [removed: and functionality over the coming years.]

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

[added: 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.

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

Our products are used extensively in the [removed: pharmaceutical,] [added: pharma/biopharmaceutical,] food [removed: and beverage,] [added: manufacturing,] and chemical industries.

Consolidation in these industries [added: also] hurt our sales in the past.

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

We [added: also] expect our competitors to continue to improve the design and performance of their products and to introduce new products with competitive prices.

We estimate a 1% strengthening of the Swiss franc against the euro would reduce our earnings before tax by approximately [removed: $1.8] [added: $2.0] million to [removed: $2.0] [added: $2.3] 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: $3.7] [added: $3.2] million to [removed: $4.2] [added: $3.5] million annually.

Based on our outstanding debt at December 31, [removed: 2022,] [added: 2023,] 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: $34.6] [added: $39.8] million in the reported U.S. dollar value of our debt.

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

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

As of December 31, [removed: 2022,] [added: 2023,] our consolidated balance sheet included goodwill of [removed: $660.2] [added: $670.1] million and other intangible assets of [removed: $306.1] [added: $285.4] million.

Should any of these estimates or assumptions change, or should we incur lower-than-expected operating performance or cash flows, including from a prolonged economic slowdown, we may [removed: experience a triggering event that requires a new fair value assessment for our reporting units, possibly prior to the required annual assessment.]

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

Certain [removed: governments] [added: governments, such as China,] also have implemented domestic purchasing requirements that could favor local competition and result in reduced sales.

- current reduced market demand in our core segments in China and the current economic conditions in this region;

- reduced foreign investment and/or demand;

China represents a significant portion of our business and financial results and has an important role in our global supply chain.

In recent years, geopolitical tensions have increased, particularly between the United States and China.

Among other issues, these geopolitical topics have resulted in increased tariffs and trade restrictions.

The Chinese government and other governments have also increased their focus on domestic purchasing requirements.

In addition, as a result of the significant supply chain disruptions during the COVID-19 pandemic, many companies are seeking increased flexibility in their supply chains that may result in reduced foreign investment in China.

The Chinese economy also has recently slowed and is impacted by challenges with the country's real estate market that affects domestic consumption and has historically been a source of funds for government stimulus.

These risks could lead to reduced sales in China, as well as higher costs.

After benefiting from significant growth in 2022 and 2021, market demand in China declined significantly during the second half of 2023, resulting in a 10% decrease in local currency net sales during 2023.

We also expect net sales in China to decrease during the first half of 2024.

Our business is significantly impacted by market demand in our core segments of pharma/biopharmaceutical, food manufacturing, and chemical.

Market conditions also can be volatile and change quickly, as experienced in 2023.

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While we do not conduct manufacturing operations in the Middle East, we do sell products into the region, which represents less than 1% of total sales.

Our customer base and demand in and nearby the region and worldwide may be affected by the Israel-Hamas war and the effects it is having in the region.

In addition, the recent Houthi attacks on commercial shipping vessels in the Red Sea and Suez Canal, which are related to the Israel-Hamas war, have disrupted global supply chains, resulting in increased shipping costs, freight surcharges, shipment delays, reduced shipping capacity, and other significant supply chain impacts to companies that could negatively impact our financial results.

These events may also negatively impact our customers which could result in reduced sales.

The ongoing and potential future impacts of escalating global conflicts, including those between Russia and Ukraine and the Israel-Hamas war, have heightened global economic and geopolitical uncertainty.

We continue to monitor the ongoing developments related to these conflicts, as well as the advent of any applicable sanctions.

If a customer alleges that a cyber attack causes or

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The techniques and sophistication used to conduct cyberattacks and compromise information technology infrastructure, as well as the sources and targets of these attacks, change and are often not recognized until such attacks are launched or have been in place for some time.

In addition, there has been an increase in state-sponsored cyberattacks which are often conducted by capable, well-funded groups.

The rapid evolution and increased adoption of artificial intelligence technologies amplify these concerns.

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and functionality over the coming years.

For example, the recent Houthi attacks on commercial shipping vessels in the Red Sea and Suez Canal, which are related to the Israel-Hamas war, have disrupted global supply chains, resulting in increased shipping costs, freight surcharges, shipment delays, reduced shipping capacity, and other significant supply chain impacts to companies that could negatively impact our financial results.

In addition, as we develop new products and services, we could be required to comply with additional regulations.

If we fail to comply with the new regulations, it could affect the launch of the new product and service, in particular, and our company, as a whole.

For instance, it is expected that laws and regulations around the use of AI and machine learning tools will increase over the next few years, but it is unknown at this time what these laws and regulations will address and how and whether they will be adopted globally.

As we introduce AI and machine learning into our technology platform (as well as those

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of our customers through provision of our services), we could become subject to these new regulations, which may be difficult to comply with.

Some of our competitors may not be required to comply, which would put us at a competitive disadvantage.

Further, if we fail to adopt these new technologies, we may face price pressure from competitors using lower-cost AI systems.

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We experienced reduced demand in these segments, which negatively impacted our net sales in 2023.

Market demand in pharma/biopharmaceutical was particularly impacted in 2023 after significant growth during the COVID-19 pandemic over the past few years.

In addition, our competitors are expected to continue to improve their technology infrastructure, as well as the technology services offered to their

For instance, the coronavirus pandemic (COVID-19) has spread globally in all countries where we do business.

The emergence of COVID-19 variants and subvariants, such as Omicron, has presented particular challenges to the global economy given the high level of transmissibility, which can cause many people to be affected at the same time or over a short period of time.

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

Our supply chain has faced wide-ranging global challenges during the pandemic, including the availability of certain components, material shortages, supplier delays, transportation delays, and higher transportation and material costs.

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

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

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

Uncertainties and challenges related to COVID-19, including new variants and subvariants, the status of the pandemic in China, logistical and inflationary challenges, potential lockdowns and the resulting impact to the economy continue in all regions of the world, and market conditions may change quickly.

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.

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

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

security breaches.

It may take us longer to implement the program than we have planned, and the project may cost us more than we have estimated, either of which would negatively impact our ability to generate cost savings or other efficiencies.

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

As a result,

In times of

The replacement of LIBOR with an alternative rate or benchmark may adversely affect interest rates and could result in higher borrowing costs.

In addition, when LIBOR ceases to exist, we may need to amend certain contracts, including our credit facility and cross currency swap

arrangements, and we cannot predict what alternative rate or benchmark would be negotiated.

This may also result in an increase in our interest expense.

decisions to purchase our products and services.

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Net sales in U.S. dollars [removed: increased 5%] [added: decreased 3%] in [removed: 2022] [added: 2023] and [removed: 21%] [added: increased 5%] in [removed: 2021.][added: 2022.]

Excluding the effect of currency exchange rate fluctuations, or in local currencies, net sales [removed: increased 11%] [added: decreased 3%] in [removed: 2022] [added: 2023] and [removed: 18%] [added: increased 11%] in [removed: 2021.][added: 2022.]

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

Our team’s resilience and agility to quickly react to adapt to the changing environment were critical to our [removed: success.][added: ability to mitigate these challenges.]

Our Service business also delivered very strong results in [removed: 2022] [added: 2023] as we have been able to support our customers’ ability to maintain uptime, improve [removed: productivity] [added: productivity,] and comply with regulatory requirements.

As we enter [removed: 2023,] [added: 2024,] we expect to continue to benefit from market trends towards automation and digitalization, as well as customer investments in on/near-shoring activities.

[removed: However,] [added: In addition,] 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, [added: and] ongoing developments [removed: related to] [added: in] Ukraine, [added: the Israel-Hamas war,] and [removed: COVID-19 (particularly in China).][added: increasing geopolitical tensions.]

Our laboratory sales experienced [removed: excellent growth] [added: a significant decline] in [removed: 2022,] [added: 2023,] particularly from life sciences and biotech [removed: customers.][added: customers after two years of very strong growth.]

[removed: Core industrial experienced particularly strong growth, especially in China and the U.S. We] [added: However, 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.

[added: We also continue to benefit from] market trends in automation and digitalization and also expect to benefit from customer on/near-shoring activities in the future.

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

However, product inspection customers in the packaged food industry have been negatively impacted by [removed: the war in Ukraine] [added: inflation] and [removed: the COVID-19 situation in China.][added: many of these customers reduced investments during 2023.]

In [removed: 2023,] [added: 2024,] 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, product [removed: offering] [added: offering,] 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 related to value-based selling strategies and processes; improved sales force guidance, [removed: training] [added: training,] and effectiveness; cross-selling; increased segment marketing; and leads generation and nurturing activities.

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

[removed: *Faster Growing] [added: *Faster-Growing] Markets.* Emerging markets, comprising Asia (excluding Japan), Eastern Europe, Latin America, the Middle East, and Africa, account for approximately [removed: 37%] [added: 35%] of our total net sales.

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

Overall, versus the prior year, we experienced a [removed: 12% increase] [added: 5% decrease] in emerging market local currency sales by destination during [removed: 2022,] [added: 2023,] which included [removed: 14%] [added: a 10%] local currency sales [removed: growth] [added: decline] in China.

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

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

We also continue to [removed: invest and add sales and marketing resources to] pursue growth in under-penetrated emerging markets.

However, emerging market sales can be [removed: volatile.][added: volatile as we experienced in China during 2023.]

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

In addition to China and emerging markets, we also pursue other [removed: faster growth] [added: faster-growth] vertical markets.

Segments include [removed: lithium ion battery,] [added: lithium-ion batteries,] semiconductors, advanced [removed: materials] [added: materials,] and plant-based food.

The components of these [removed: faster growing] [added: 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.

[removed: However, despite these challenges to our cost structure, we] [added: *Expanding Our Margins.* We] continue to strive to improve our margins by 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 also [removed: focus] [added: have implemented productivity and cost savings initiatives to mitigate our reduced 2023 volume, while also focusing] on reallocating resources [removed: and] [added: to] better [removed: aligning] [added: align] our cost structure to support our investments in market penetration initiatives, higher-growth/profitable areas, and opportunities for margin improvement.

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

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

We [removed: have] [added: also] paid an additional $10.0 million [added: per year] related to an earn-out provision in the agreement [removed: during] [added: both in] 2022 and [removed: expect to pay additional consideration of $10.0 million in] 2023.

The initial cash payment was $20.2 million and [removed: we may be required to pay] [added: the Company paid] additional consideration [removed: up to] [added: of] EUR [removed: 3.0] [added: 2.6] million.

[removed: COVID-19] [added: Inflation] presents several risks to our business as further described on page [removed: 14] [added: 22] in the Risk Factors section of this Form [removed: 10-K.][added: 10-K, and these inflationary conditions could have a greater impact on our operating results in future years.]

Net sales were [removed: $3.9] [added: $3.8] billion for the year ended December 31, [removed: 2022,] [added: 2023,] compared to [removed: $3.7] [added: $3.9] billion in [removed: 2021] [added: 2022] and [removed: $3.1] [added: $3.7] billion in [removed: 2020.][added: 2021.]

This represents [added: a decrease of 3% in 2023 and] an increase of 5% in 2022 [removed: and 21%] in [removed: 2021 in] U.S. dollars and [added: a decrease of 3% in 2023 and] an increase of 11% in 2022 [removed: and 18%] in [removed: 2021 in] local currencies.

However, there [removed: is] [added: continues to be] uncertainty in [added: our end-markets and] the economic environment, including the risk of recession in some [removed: countries.][added: countries, and market conditions may change quickly.]

In [removed: 2022,] [added: 2023,] our net sales by geographic destination [removed: increased] [added: decreased] in U.S. dollars compared to [removed: 2021] [added: 2022] by [removed: 11%] [added: 1%] in the [removed: Americas and 7%] [added: Americas, 9%] in Asia/Rest of [removed: World] [added: World,] and [removed: decreased 5%] [added: were flat] in Europe.

In local currencies, our net sales by geographic destination [removed: increased] [added: decreased] in [removed: 2022] [added: 2023] by [removed: 12%] [added: 1%] in the Americas, [removed: 6%] [added: 2%] in Europe, and [removed: 13%] [added: 5%] in Asia/Rest of World, with [removed: 14% growth] [added: a 10% decline] in China.

2023 was a challenging year after very strong sales growth during the previous two years.

Net sales in 2023 were also impacted by shipping delays of approximately $58 million with a new external European logistics service provider, which we expect to largely recover in the first quarter of 2024.

We estimate local currency net sales decreased approximately 1% in 2023 excluding the impact of the delayed shipments.

Market demand declined in our core segments, especially pharma/biopharmaceutical, with a significant drop-off in China during the second half of the year.

In addition to reduced market demand during 2023, we also continued to experience global inflation, unfavorable foreign currency, and increased interest rates.

In particular, our pricing program and productivity and cost savings initiatives helped offset inflationary pressures and volume declines.

Our market leading solutions and ability to leverage our innovative portfolio have also allowed us to quickly capitalize on our customers demand for automation and digitalization solutions.

This is also true for faster growing segments such as lithium-ion batteries, semiconductors and advanced new materials.

We are well positioned, and have continued to make investments to further strengthen our portfolio and capture future growth opportunities.

However, many of our end markets, including pharma/biopharmaceutical, food, and chemical are challenged after years of very strong growth.

Accordingly, we expect demand for our products to be reduced during the first half of 2024 which also reflects difficult prior period comparisons after strong results in both 2023 and 2022, particularly in our laboratory business and in China.

Market conditions also may change quickly.

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We expect difficult market conditions during the first half of 2024, but believe we will benefit from favorable biopharma market trends in the future.

Our industrial sales were down slightly in 2023 related to core-industrial which included weak market conditions in China.

We expect reduced market demand, especially in China, during the first half of 2024.

Our food retailing sales increased significantly during 2023 primarily due to strong project activity, especially in the Americas.

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Following particularly strong growth in 2022 and 2021, market conditions in China declined significantly during the second half of 2023, especially in our laboratory business, and we expect reduced sales during the first half of 2024.

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leadership.

In 2023, we experienced reduced market demand, particularly in China and our laboratory business.

Net sales in 2023 were also impacted by shipping delays of approximately $58 million with a new external European logistics service provider, which we expect to largely recover in the first quarter of 2024.

We estimate local currency net sales decreased approximately 1% in 2023 excluding the impact of the delayed shipments.

The local currency decrease in net sales of our laboratory-related products during 2023 includes a decline in most product categories related to reduced market demand after two years of particularly strong growth.

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The local currency increase in net sales of our food retailing products during 2023 includes strong project activity, especially in the Americas.

The gross profit as a percentage of net sales for 2023 primarily reflects favorable price realization that benefits from our innovative product portfolio, and results from our cost savings initiatives, partially offset by lower sales volume, unfavorable mix, and foreign currency.

The decrease during 2023 primarily includes benefits from our cost savings initiatives and reduced variable compensation.

The increase in amortization expense during 2023 relates to our investments in information technology, primarily from our Blue Ocean program.

Other charges (income), net also includes acquisition costs, for which there was $0.9 million for the year ended December 31, 2022.

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The increase in interest expense is primarily related to higher variable interest rates and increased debt.

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| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | Increase (Decrease) in % (1)2023 vs. 2022 | | | | | | Increase (Decrease) in % (1)2022 vs. 2021 | | |

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | Increase (Decrease) in % (1)2023 vs. 2022 | | | | | | Increase (Decrease) in % (1)2022 vs. 2021 | | |

The decrease in local currency net sales to external customers during 2023 reflects a significant decline in market demand during the second half of 2023, especially in laboratory products following very strong growth in the previous two years.

Market demand in China has significantly deteriorated, and we expect reduced sales during the first half of 2024 as compared to 2023.

Uncertainties have increased, and market conditions may change quickly.

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | Increase (Decrease) in % (1)2023 vs. 2022 | | | | | | Increase (Decrease) in % (1)2022 vs. 2021 | | |

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

Growth in China and the Americas was particularly strong.

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

We also will face difficult prior period comparisons in 2023 due to strong results in both 2022 and 2021.

Furthermore, inflationary cost increases and challenges in the global supply chain may continue, and market conditions may change quickly.

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

Our industrial sales experienced strong growth in 2022 in both core industrial and product inspection.

We also continue to benefit from

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.

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

*Expanding Our Margins.* During 2022, we experienced increased inflation in our cost structure, particularly regarding costs for product materials and transportation and logistics.

COVID-19

The coronavirus pandemic (COVID-19) has spread globally in all countries where we conduct business.

The COVID-19 pandemic 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 COVID-19 variants and subvariants has presented particular challenges to the global economy given the high level of transmissibility, which can cause many people to be affected at the same time or over a short period of time.

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.

Uncertainties related to COVID-19 and the resulting impact to the global economy continue in most regions of the world, and market conditions can change quickly.

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

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.

In 2022, we experienced strong growth in most businesses and regions with particularly strong growth in China and the Americas.

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

currency sales in Europe by approximately 3% in 2022.

The PendoTECH acquisition contributed approximately 1% to net sales in the Americas during 2022.

Net sales of our laboratory products also benefited approximately 1% from the PendoTECH acquisition.

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

The gross profit as a percentage of net sales for 2022 primarily reflects increased sales volume and favorable price realization, offset by higher material costs.

The increase during 2022 primarily includes increased sales and marketing investments partially offset by lower cash incentive expense.

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

The increase during 2022 is driven by strong growth in most product categories.

Net sales to external customers in our U.S. Operations also benefited approximately 1% from the PendoTECH acquisition.

Our business is geographically diversified, with net sales in [removed: 2022] [added: 2023] derived [removed: 26% from Europe, 40%] [added: 41%] from North and South America, [added: 27% from Europe,] and [removed: 34%] [added: 32%] from Asia and other countries.

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

The laboratory instruments and related service business accounted for approximately [removed: 57%] [added: 55%] of our net sales in [removed: 2022, 56%] [added: 2023, 57%] in [removed: 2021,] [added: 2022,] and [removed: 54%] [added: 56%] in [removed: 2020.][added: 2021.]

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

[Table of [removed: Contents](#i2a8010c344594216b375994ab56ecb3d_7)][added: Contents](#i36f5491dc0024bca8973db0964c5db1b_7)]

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

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. [removed: Pharmacopoeia)] [added: Pharmacopeia)] regulations for ultrapure water quality.

The industrial instruments and related service business accounted for approximately [removed: 38%] [added: 39%] of our net sales in [removed: 2022, 39%] [added: 2023, 38%] in [removed: 2021,] [added: 2022,] and [removed: 40%] [added: 39%] in [removed: 2020.][added: 2021.]

We offer [removed: networked scales] [added: weighing] and [removed: software,] [added: software solutions,] which can integrate [removed: backroom,] counter, self-service, [added: backroom] and checkout functions and can incorporate fresh goods item data into a supermarket’s overall food item and inventory management system.

The customer benefits of our retail solutions are in the areas of enterprise-wide [added: device management as well as] article and price management, merchandising, and regulatory compliance.

The retail business accounted for approximately [removed: 5%] [added: 6%] of our net sales in [added: 2023 and 5% in] both 2022 and [removed: 2021 and 6% in 2020.][added: 2021.]

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 [removed: labs); food and beverage manufacturers; chemical, specialty chemicals, and cosmetics companies; the]

[added: labs); food manufacturers; chemical, specialty chemicals, and cosmetics companies; the] 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: 2022] [added: 2023] net sales.

At December 31, [removed: 2022,] [added: 2023,] our sales and service group consisted of approximately [removed: 9,100] [added: 9,000] employees in sales, marketing and customer service (including related administration), and post-sales technical service, located in approximately 40 countries.

Service (representing service contracts, on-demand services, and replacement parts) accounted for approximately [removed: 20%] [added: 23%] of our net sales in [added: 2023 and 20% in] both 2022 and [removed: 2021 and 22% in 2020.][added: 2021.]

Over the last three years, we have invested [removed: $487] [added: $532] million in research and development [removed: ($177] [added: ($185] million in [removed: 2022, $170] [added: 2023, $177] million in [removed: 2021,] [added: 2022,] and [removed: $140] [added: $170] million in [removed: 2020),] [added: 2021),] which is approximately 5% of net sales for each year.

When outside manufacturing is more efficient, we contract with other manufacturers for certain [removed: nonproprietary] [added: non-proprietary] components.

[removed: Fourth] [added: Prior to 2023, fourth] quarter sales have historically generated approximately [removed: 28%] [added: 27%] to 30% of our net sales.

Our total global workforce was approximately [removed: 18,000,] [added: 17,300,] consisting of [removed: 16,400] [added: 16,000] employees and [removed: 1,600] [added: 1,300] temporary personnel, as of December 31, [removed: 2022,] [added: 2023,] and includes approximately [removed: 6,400] [added: 6,200] in Europe, [removed: 5,200] [added: 4,800] in North and South America, and [removed: 6,400] [added: 6,300] in Asia and other countries.

As of December 31, [removed: 2022,] [added: 2023,] approximately 36% of our global employee headcount was female, with approximately [removed: 28%] [added: 29%] holding management positions.

During [removed: 2022,] [added: 2023,] approximately 97% of employees completed one or more training courses, including part-time and temporary personnel.

Approximately [removed: 9,000] [added: 8,000] employees are represented by collective bargaining or another arrangement organized to represent employee interests.

[removed: More than 10] [added: Approximately 15] years ago, we launched our GreenMT program to pursue environmental, social, and governance priorities where we can have a significant positive impact.

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

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

Our commitment includes near-term and [removed: long-term/net-zero] [added: long-term net-zero] targets approved by the Science Based Target initiative (SBTi).

We have implemented the Blue Ocean 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, [added: France,] and Spain.

We estimate that we have more than [removed: 85%] [added: 90%] of our users on the program, and we will continue to implement additional locations and functionality over the coming years.

We hold over [removed: 5,400] [added: 5,300] 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.

For example, laboratory customers are typically subject to Good Laboratory Practices (GLP), industrial customers to Good Manufacturing Practices (GMP), pharmaceutical customers to U.S. Food and Drug Administration (FDA) regulations, and customers in food processing industries may be subject to Hazard [removed: Analysis and Critical Control Point (HACCP) regulations.]

We estimate that the costs of compliance associated with the site over the next several years will be approximately a total of [removed: $0.4] [added: $0.1] million.

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

[removed: We cannot be sure] that we will have sufficient resources to continue to make these investments or that we will be successful in identifying, developing, and maintaining any competitive advantages.

[Table of Contents](#i36f5491dc0024bca8973db0964c5db1b_7)

[Table of Contents](#i36f5491dc0024bca8973db0964c5db1b_7)

In addition, we offer weighing solutions for fast-growing areas like self-checkout and unmanned stores, as well as AI-driven image recognition solutions for fresh goods.

[Table of Contents](#i36f5491dc0024bca8973db0964c5db1b_7)

[Table of Contents](#i36f5491dc0024bca8973db0964c5db1b_7)

[Table of Contents](#i36f5491dc0024bca8973db0964c5db1b_7)

[Table of Contents](#i36f5491dc0024bca8973db0964c5db1b_7)

As a further example, we pursue several goals related to supply chain transparency including targeted supplier audits.

[Table of Contents](#i36f5491dc0024bca8973db0964c5db1b_7)

Analysis and Critical Control Point (HACCP) regulations.

We cannot be sure

[Table of Contents](#i36f5491dc0024bca8973db0964c5db1b_7)

[Table of Contents](#i36f5491dc0024bca8973db0964c5db1b_7)

In addition, we offer stand-alone scales for basic counter weighing and pricing, price finding, and printing.

Residual ground water contamination at this site is now within a Classification Exception Area which the Department of Environmental Protection has approved and within which the Company oversees monitoring of the decay of contaminants of concern.

A concurrent Well Restriction Area also exists for the site.

The Department of Environmental Protection does not view these vehicles as remedial measures, but rather as “institutional controls” that must be adequately maintained and periodically evaluated.

To

[Table of [removed: Contents](#i2a8010c344594216b375994ab56ecb3d_7)][added: Contents](#i36f5491dc0024bca8973db0964c5db1b_7)]

| | | | | | | For the fiscal year ended December 31, [removed: 2022] [added: 2023] | | | | | |

As of January [removed: 26, 2023] [added: 25, 2024] there were [removed: 22,106,175] [added: 21,478,705] 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: 2022] [added: 2023] (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: 2022)] [added: 2023)] was approximately [removed: $25.9] [added: $28.7] billion.

| Certain Sections of the Proxy Statement for [removed: 2023] [added: 2024] | | | | | | Part III | | |

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2022][added: 2023]

| [Item [removed: 1.](#i2a8010c344594216b375994ab56ecb3d_16)] [added: 1.](#i36f5491dc0024bca8973db0964c5db1b_16)] | | | [removed: [Business](#i2a8010c344594216b375994ab56ecb3d_16)] [added: [Business](#i36f5491dc0024bca8973db0964c5db1b_16)] | | | [removed: [4](#i2a8010c344594216b375994ab56ecb3d_16)] [added: [4](#i36f5491dc0024bca8973db0964c5db1b_16)] | | |

| [Item [removed: 1A.](#i2a8010c344594216b375994ab56ecb3d_19)] [added: 1A.](#i36f5491dc0024bca8973db0964c5db1b_19)] | | | [Risk [removed: Factors](#i2a8010c344594216b375994ab56ecb3d_19)] [added: Factors](#i36f5491dc0024bca8973db0964c5db1b_19)] | | | [removed: [14](#i2a8010c344594216b375994ab56ecb3d_19)] [added: [14](#i36f5491dc0024bca8973db0964c5db1b_19)] | | |

| [Item [removed: 1B.](#i2a8010c344594216b375994ab56ecb3d_22)] [added: 1B.](#i36f5491dc0024bca8973db0964c5db1b_22)] | | | [Unresolved Staff [removed: Comments](#i2a8010c344594216b375994ab56ecb3d_22)] [added: Comments](#i36f5491dc0024bca8973db0964c5db1b_22)] | | | [removed: [28](#i2a8010c344594216b375994ab56ecb3d_22)] [added: [29](#i36f5491dc0024bca8973db0964c5db1b_22)] | | |

| [Item [removed: 2.](#i2a8010c344594216b375994ab56ecb3d_25)] [added: 2.](#i36f5491dc0024bca8973db0964c5db1b_25)] | | | [removed: [Properties](#i2a8010c344594216b375994ab56ecb3d_25)] [added: [Properties](#i36f5491dc0024bca8973db0964c5db1b_25)] | | | [removed: [29](#i2a8010c344594216b375994ab56ecb3d_25)] [added: [31](#i36f5491dc0024bca8973db0964c5db1b_25)] | | |

| [Item [removed: 3.](#i2a8010c344594216b375994ab56ecb3d_28)] [added: 3.](#i36f5491dc0024bca8973db0964c5db1b_28)] | | | [Legal [removed: Proceedings](#i2a8010c344594216b375994ab56ecb3d_28)] [added: Proceedings](#i36f5491dc0024bca8973db0964c5db1b_28)] | | | [removed: [29](#i2a8010c344594216b375994ab56ecb3d_28)] [added: [31](#i36f5491dc0024bca8973db0964c5db1b_28)] | | |

| | | | [Executive Officers of the [removed: Registrant](#i2a8010c344594216b375994ab56ecb3d_28)] [added: Registrant](#i36f5491dc0024bca8973db0964c5db1b_28)] | | | [removed: [29](#i2a8010c344594216b375994ab56ecb3d_28)] [added: [31](#i36f5491dc0024bca8973db0964c5db1b_28)] | | |

| [Item [removed: 5.](#i2a8010c344594216b375994ab56ecb3d_34)] [added: 5.](#i36f5491dc0024bca8973db0964c5db1b_34)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i2a8010c344594216b375994ab56ecb3d_34)] [added: Securities](#i36f5491dc0024bca8973db0964c5db1b_34)] | | | [removed: [30](#i2a8010c344594216b375994ab56ecb3d_34)] [added: [32](#i36f5491dc0024bca8973db0964c5db1b_34)] | | |

| [Item [removed: 6.](#i2a8010c344594216b375994ab56ecb3d_37)] [added: 6.](#i36f5491dc0024bca8973db0964c5db1b_37)] | | | [removed: [Reserved](#i2a8010c344594216b375994ab56ecb3d_37)] [added: [Reserved](#i36f5491dc0024bca8973db0964c5db1b_37)] | | | [removed: [32](#i2a8010c344594216b375994ab56ecb3d_37)] [added: [34](#i36f5491dc0024bca8973db0964c5db1b_37)] | | |

| [Item [removed: 7.](#i2a8010c344594216b375994ab56ecb3d_40)] [added: 7.](#i36f5491dc0024bca8973db0964c5db1b_40)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i2a8010c344594216b375994ab56ecb3d_40)] [added: Operations](#i36f5491dc0024bca8973db0964c5db1b_40)] | | | [removed: [32](#i2a8010c344594216b375994ab56ecb3d_40)] [added: [34](#i36f5491dc0024bca8973db0964c5db1b_40)] | | |

| [Item [removed: 7A.](#i2a8010c344594216b375994ab56ecb3d_43)] [added: 7A.](#i36f5491dc0024bca8973db0964c5db1b_43)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i2a8010c344594216b375994ab56ecb3d_43)] [added: Risk](#i36f5491dc0024bca8973db0964c5db1b_43)] | | | [removed: [47](#i2a8010c344594216b375994ab56ecb3d_43)] [added: [48](#i36f5491dc0024bca8973db0964c5db1b_43)] | | |

| [Item [removed: 8.](#i2a8010c344594216b375994ab56ecb3d_46)] [added: 8.](#i36f5491dc0024bca8973db0964c5db1b_46)] | | | [Financial Statements and Supplementary [removed: Data](#i2a8010c344594216b375994ab56ecb3d_46)] [added: Data](#i36f5491dc0024bca8973db0964c5db1b_46)] | | | [removed: [47](#i2a8010c344594216b375994ab56ecb3d_46)] [added: [48](#i36f5491dc0024bca8973db0964c5db1b_46)] | | |

| [Item [removed: 9.](#i2a8010c344594216b375994ab56ecb3d_49)] [added: 9.](#i36f5491dc0024bca8973db0964c5db1b_49)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i2a8010c344594216b375994ab56ecb3d_49)] [added: Disclosure](#i36f5491dc0024bca8973db0964c5db1b_49)] | | | [removed: [47](#i2a8010c344594216b375994ab56ecb3d_49)] [added: [49](#i36f5491dc0024bca8973db0964c5db1b_49)] | | |

| [Item [removed: 9A.](#i2a8010c344594216b375994ab56ecb3d_52)] [added: 9A.](#i36f5491dc0024bca8973db0964c5db1b_52)] | | | [Controls and [removed: Procedures](#i2a8010c344594216b375994ab56ecb3d_52)] [added: Procedures](#i36f5491dc0024bca8973db0964c5db1b_52)] | | | [removed: [47](#i2a8010c344594216b375994ab56ecb3d_52)] [added: [49](#i36f5491dc0024bca8973db0964c5db1b_52)] | | |

| [Item [removed: 9B.](#i2a8010c344594216b375994ab56ecb3d_55)] [added: 9B.](#i36f5491dc0024bca8973db0964c5db1b_55)] | | | [Other [removed: Information](#i2a8010c344594216b375994ab56ecb3d_55)] [added: Information](#i36f5491dc0024bca8973db0964c5db1b_55)] | | | [removed: [48](#i2a8010c344594216b375994ab56ecb3d_55)] [added: [49](#i36f5491dc0024bca8973db0964c5db1b_55)] | | |

| [Item [removed: 9C.](#i2a8010c344594216b375994ab56ecb3d_58)] [added: 9C.](#i36f5491dc0024bca8973db0964c5db1b_58)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i2a8010c344594216b375994ab56ecb3d_58)] [added: Inspections](#i36f5491dc0024bca8973db0964c5db1b_58)] | | | [removed: [48](#i2a8010c344594216b375994ab56ecb3d_58)] [added: [49](#i36f5491dc0024bca8973db0964c5db1b_58)] | | |

| [PART [removed: III](#i2a8010c344594216b375994ab56ecb3d_61)] [added: III](#i36f5491dc0024bca8973db0964c5db1b_61)] | | | | | | | | |

| [Item [removed: 10.](#i2a8010c344594216b375994ab56ecb3d_64)] [added: 10.](#i36f5491dc0024bca8973db0964c5db1b_64)] | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i2a8010c344594216b375994ab56ecb3d_64)] [added: Governance](#i36f5491dc0024bca8973db0964c5db1b_64)] | | | [removed: [49](#i2a8010c344594216b375994ab56ecb3d_64)] [added: [50](#i36f5491dc0024bca8973db0964c5db1b_64)] | | |

| [Item [removed: 11.](#i2a8010c344594216b375994ab56ecb3d_67)] [added: 11.](#i36f5491dc0024bca8973db0964c5db1b_67)] | | | [Executive [removed: Compensation](#i2a8010c344594216b375994ab56ecb3d_67)] [added: Compensation](#i36f5491dc0024bca8973db0964c5db1b_67)] | | | [removed: [50](#i2a8010c344594216b375994ab56ecb3d_67)] [added: [51](#i36f5491dc0024bca8973db0964c5db1b_67)] | | |

| [Item [removed: 12.](#i2a8010c344594216b375994ab56ecb3d_70)] [added: 12.](#i36f5491dc0024bca8973db0964c5db1b_70)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i2a8010c344594216b375994ab56ecb3d_70)] [added: Matters](#i36f5491dc0024bca8973db0964c5db1b_70)] | | | [removed: [50](#i2a8010c344594216b375994ab56ecb3d_70)] [added: [51](#i36f5491dc0024bca8973db0964c5db1b_70)] | | |

| [Item [removed: 13.](#i2a8010c344594216b375994ab56ecb3d_73)] [added: 13.](#i36f5491dc0024bca8973db0964c5db1b_73)] | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i2a8010c344594216b375994ab56ecb3d_73)] [added: Independence](#i36f5491dc0024bca8973db0964c5db1b_73)] | | | [removed: [50](#i2a8010c344594216b375994ab56ecb3d_73)] [added: [51](#i36f5491dc0024bca8973db0964c5db1b_73)] | | |

| [Item [removed: 14.](#i2a8010c344594216b375994ab56ecb3d_76)] [added: 14.](#i36f5491dc0024bca8973db0964c5db1b_76)] | | | [Principal Accounting Fees and [removed: Services](#i2a8010c344594216b375994ab56ecb3d_76)] [added: Services](#i36f5491dc0024bca8973db0964c5db1b_76)] | | | [removed: [50](#i2a8010c344594216b375994ab56ecb3d_76)] [added: [51](#i36f5491dc0024bca8973db0964c5db1b_76)] | | |

| [Item [removed: 15.](#i2a8010c344594216b375994ab56ecb3d_82)] [added: 15.](#i36f5491dc0024bca8973db0964c5db1b_82)] | | | [Exhibits and Financial Statement [removed: Schedules](#i2a8010c344594216b375994ab56ecb3d_82)] [added: Schedules](#i36f5491dc0024bca8973db0964c5db1b_82)] | | | [removed: [51](#i2a8010c344594216b375994ab56ecb3d_82)] [added: [52](#i36f5491dc0024bca8973db0964c5db1b_82)] | | |

| [Item [removed: 16.](#i2a8010c344594216b375994ab56ecb3d_85)] [added: 16.](#i36f5491dc0024bca8973db0964c5db1b_85)] | | | [Form 10-K [removed: Summary](#i2a8010c344594216b375994ab56ecb3d_85)] [added: Summary](#i36f5491dc0024bca8973db0964c5db1b_85)] | | | [removed: [51](#i2a8010c344594216b375994ab56ecb3d_85)] [added: [52](#i36f5491dc0024bca8973db0964c5db1b_85)] | | |

[Table of [removed: Contents](#i2a8010c344594216b375994ab56ecb3d_7)][added: Contents](#i36f5491dc0024bca8973db0964c5db1b_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 growth, inflation, [removed: impacts of COVID-19 and] ongoing developments related to [removed: Ukraine.][added: Ukraine, and the Israel-Hamas war.]

*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 inflation, [removed: the COVID-19 pandemic and] ongoing developments related to [removed: Ukraine] [added: Ukraine, and the Israel-Hamas war] 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 inflation, [removed: the uncertain duration and severity of the COVID-19 pandemic and] ongoing developments related to [removed: Ukraine.][added: Ukraine, and the Israel-Hamas war.]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I](#i36f5491dc0024bca8973db0964c5db1b_13) | | | | | | | | |

| [Item 1C.](#i36f5491dc0024bca8973db0964c5db1b_1694) | | | [Cybersecurity](#i36f5491dc0024bca8973db0964c5db1b_1694) | | | [29](#i36f5491dc0024bca8973db0964c5db1b_1694) | | |

| [PART II](#i36f5491dc0024bca8973db0964c5db1b_31) | | | | | | | | |

| [PART IV](#i36f5491dc0024bca8973db0964c5db1b_79) | | | | | | | | |

| [SIGNATURES](#i36f5491dc0024bca8973db0964c5db1b_91) | | | | | | [E-4](#i36f5491dc0024bca8973db0964c5db1b_91) | | |

[Table of Contents](#i36f5491dc0024bca8973db0964c5db1b_7)

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

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

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

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

[Table of Contents](#i2a8010c344594216b375994ab56ecb3d_7)

We rely on our technology infrastructure and information systems to interact with suppliers, sell our products and services, fulfill orders, support our customers, and bill, collect, and make payments.

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

Such attacks have become more and more sophisticated over the years and in some cases have been conducted or sponsored by governmental actors with significant means.

We have implemented robust processes to assess, identify, and manage cybersecurity risks, including potentially material risks, related to our internal information systems, our products, and our business.

Our Board of Directors has direct oversight of our enterprise risk management process, including the management of cybersecurity risks, as described below.

Under the direction and supervision of our Chief Financial Officer, we conduct an annual comprehensive enterprise risk assessment, which includes details of our management of enterprise-wide risk topics, such as those related to cybersecurity risks.

The Board of Directors receives the full results of the annual enterprise risk assessment, including an evaluation of cybersecurity risks we face, risks more broadly across our peers and industries, and a detailed description of the actions we have taken to mitigate these risks.

The Audit Committee of the Board of Directors reviews the results of the enterprise risk assessment in detail with management on an annual basis and reports on its review to the Board of Directors each year.

We provide a comprehensive update to the Board of Directors on cybersecurity at least annually, and more frequently as relevant.

Our Head of Global Supply Chain and IT, Head of Digital Business Services, and Head of Information Security serve on our Cybersecurity Steering Committee (the “Cyber SteCo”), along with our General Counsel who reports to our Chief Executive Officer, and our Head of Financial Processes who reports to our Chief Financial Officer.

The Cyber SteCo, which meets monthly, develops and implements cybersecurity risk mitigation strategies and activities throughout the year, including the management of comprehensive incident response plans, and receives regular updates on cybersecurity-related matters.

Our Head of Global Supply Chain and IT, reporting to our Chief Executive Officer, has principal responsibility for assessing and managing cybersecurity risks and preparing updates for the Board of Directors.

Our Head of Digital Business Services reports to our Head of Global Supply Chain and IT and is responsible for the operation of our cybersecurity program.

Our Head of Digital Business Services is educated in business computing sciences and has over twenty years working in leadership, management, and consulting roles in digitalization, application management, and cybersecurity.

Our Head of Digital Business Services also has experience implementing and leading global governance frameworks, including the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework and ISO

[Table of Contents](#i36f5491dc0024bca8973db0964c5db1b_7)

27001.

An Advisory Board, comprised of the Chief Executive Officer, Chief Financial Officer, Head of Global Supply Chain and IT, and Head of Digital Business Services, meets quarterly to discuss digital initiatives and investments, inclusive of cybersecurity topics.

An experienced team of IT security professionals reports to our Head of Digital Business Services.

The Cyber SteCo oversees activities related to the monitoring, prevention, detection, mitigation, and remediation of cybersecurity risks.

We have adopted the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework to continually evaluate and enhance our cybersecurity procedures.

Activities include mandatory quarterly online training for all employees, technical security controls, enhanced data protection, the maintenance of backup and protective systems, policy review and implementation, the evaluation and retention of cybersecurity insurance, and periodic assessments of third-party service providers to assess the cyber preparedness of key vendors.

To enhance our threat preparedness, we perform monthly vulnerability scans, annual penetration testing with a third-party, and annual disaster recovery and cyber response drills, including third-party facilitated drills.

We use automated tools that monitor, detect, and prevent cybersecurity risks and have a third party operated security operations center that operates 24 hours a day to alert us to any potential cybersecurity threats.

As noted above, our Cyber Steco also has implemented comprehensive incident response plans that define the appropriate communication flow and response for certain categories of potential cybersecurity incidents.

The Cyber SteCo escalates events, including to the Chief Executive Officer and Board of Directors, as deemed necessary.

The Cyber SteCo oversees our engagement with reputable third parties, which we utilize in connection with our established processes to assess, identify, and manage potential and actual cybersecurity threats, to actively monitor our systems internally using widely accepted digital applications, processes, and controls, and to provide forensic assistance to facilitate system recovery in the case of an incident.

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

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

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

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

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

If a customer alleges that a cyber attack causes or contributes to a loss or compromise of critical information, whether or not caused by us, we could face harm to our reputation and financial condition as it could cause us to incur legal liability and increased costs to respond to such events.

[Table of Contents](#i36f5491dc0024bca8973db0964c5db1b_7)

| Tijuana, Mexico [added: (two facilities)] | | | | | | Leased | | | | | | U.S. Operations | | |

| Vacaville, California | | | | | | Owned | | | | | | U.S. Operations | | |

At January [removed: 26, 2023,] [added: 25, 2024,] there were [removed: 39] [added: 35] holders of record of common stock and [removed: 22,106,175] [added: 21,478,705] shares of common stock outstanding.

We estimate we have approximately [removed: 219,878] [added: 201,717] beneficial owners of common stock.

[Table of [removed: Contents](#i2a8010c344594216b375994ab56ecb3d_7)][added: Contents](#i36f5491dc0024bca8973db0964c5db1b_7)]

The following graph compares the cumulative total returns (assuming reinvestment of dividends) on $100 invested on December 31, [removed: 2017] [added: 2018] through December 31, [removed: 2022] [added: 2023] 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 2022, the Company’s Board of Directors authorized an additional $2.5 billion to the share repurchase program, which had [removed: $3.5] [added: $2.6] billion of remaining availability as of December 31, [removed: 2022.][added: 2023.]

We have purchased [removed: 31.0] [added: 31.7] million common shares since the inception of the program in 2004 through December 31, [removed: 2022,] [added: 2023,] at a total cost of [removed: $8.0 billion.][added: $8.9 billion and an average price per share of $281.95.]

During the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] we spent [removed: $1.1 billion] [added: $900.0 million] and [removed: $1.0] [added: $1.1] billion on the repurchase of [removed: 838,010] [added: 691,913] shares and [removed: 739,486] [added: 838,010] shares at an average price per share of [removed: $1,312.61] [added: $1,300.72] and [removed: $1,352.27,] [added: $1,312.61,] respectively.

We reissued [removed: 133,916] [added: 79,076] shares and [removed: 110,748] [added: 133,916] shares held in treasury for the exercise of stock options and restricted stock units during [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

| | | | 12/31/18 | | | 12/31/19 | | | 12/31/20 | | | 12/31/21 | | | 12/31/22 | | | 12/31/23 | | |

| Mettler-Toledo | | | $100 | | | $140 | | | $202 | | | $300 | | | $256 | | | $214 | | |

| S&P 500 Index | | | $100 | | | $131 | | | $156 | | | $200 | | | $164 | | | $207 | | |

| SIC Code 3826 Index | | | $100 | | | $137 | | | $191 | | | $265 | | | $208 | | | $196 | | |

[Table of Contents](#i36f5491dc0024bca8973db0964c5db1b_7)

| October 1 to October 31, 2023 | | | | | | 68,504 | | | | | | $ | 1,043.79 | | | | | 68,504 | | | | | | $ | 2,662,927 | |

| November 1 to November 30, 2023 | | | | | | 59,951 | | | | | | 1,031.17 | | | | | | 59,951 | | | | | | 2,601,107 | | |

| December 1 to December 31, 2023 | | | | | | 37,439 | | | | | | 1,139.84 | | | | | | 37,439 | | | | | | 2,558,431 | | |

| Total | | | | | | 165,894 | | | | | | $ | 1,060.91 | | | | | 165,894 | | | | | | $ | 2,558,431 | |

In addition, we incurred $8.1 million of excise tax during the year ended December 31, 2023 related to the Inflation Reduction Act which is reflected as a reduction in shareholders' equity in our consolidated financial statements.

| | | | 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 | | |

| 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 | |

[Table of Contents](#i36f5491dc0024bca8973db0964c5db1b_7)

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on our assessment, we concluded that, as of December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] 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](#i2a8010c344594216b375994ab56ecb3d_7)][added: Contents](#i36f5491dc0024bca8973db0964c5db1b_7)]

| Patrick Kaltenbach | | | | | | [removed: 59] [added: 60] | | | | | | President and Chief Executive Officer | | |

| Marc de La Guéronnière | | | | | | [removed: 59] [added: 60] | | | | | | Head of European and North American Market Organizations | | |

| Gerhard Keller | | | | | | [removed: 55] [added: 56] | | | | | | Head of Process Analytics | | |

| Christian Magloth | | | | | | [removed: 57] [added: 58] | | | | | | Head of Human Resources | | |

| Shawn P. Vadala | | | | | | [removed: 54] [added: 55] | | | | | | Chief Financial Officer | | |

| Richard Wong | | | | | | [removed: 58] [added: 59] | | | | | | Head of Asia/Pacific [removed: Market Organizations] | | |

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

[Table of [removed: Contents](#i2a8010c344594216b375994ab56ecb3d_7)][added: Contents](#i36f5491dc0024bca8973db0964c5db1b_7)]

*Richard Wong* has been Head of Asia/Pacific [removed: Market Organizations] since 2009.

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

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: 2023] [added: 2024] Proxy Statement.

| Peter Aggersbjerg | | | | | | 54 | | | | | | Head of Divisions | | |

*Peter Aggersbjerg* has been Head of Divisions since January 2020 and Head of Laboratory since January 2018.

From February 2016 to December 2017, he served as the Head of our Laboratory Weighing strategic business unit.

Prior to joining the Company, he served as the Global BU Head for Medela’s Neonatal Care business and a member of its Group management.

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. Mr. Aggersbjerg will depart the Company at the end of February 2023 at which time Stefan Heiniger will become the Head of Laboratory.

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

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

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: 2023] [added: 2024] Proxy Statement is incorporated by reference herein.

The information appearing in the section “Share Ownership” in the [removed: 2023] [added: 2024] Proxy Statement is incorporated by reference herein.

Information appearing in “Securities Authorized for Issuance under Equity Compensation Plans as of December 31, [removed: 2022”] [added: 2023”] 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: 2023] [added: 2024] Proxy Statement is incorporated by reference herein.

Information appearing in the section “Audit Committee Report” in the [removed: 2023] [added: 2024] Proxy Statement is hereby incorporated by reference.

[Table of [removed: Contents](#i2a8010c344594216b375994ab56ecb3d_7)][added: Contents](#i36f5491dc0024bca8973db0964c5db1b_7)]

[Table of [removed: Contents](#i2a8010c344594216b375994ab56ecb3d_7)][added: Contents](#i36f5491dc0024bca8973db0964c5db1b_7)]

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

| [removed: [10.32](https://www.sec.gov/Archives/edgar/data/1037646/000103764623000005/mtd_ex10322022pobsplusregu.htm)†*] [added: [10.32](http://www.sec.gov/Archives/edgar/data/1037646/000103764623000005/mtd_ex10322022pobsplusregu.htm)†] | | | [Regulations of the POBS PLUS — Incentive System for Members of the Group Management of Mettler Toledo, effective as of November 2, [removed: 2022](https://www.sec.gov/Archives/edgar/data/1037646/000103764623000005/mtd_ex10322022pobsplusregu.htm)] [added: 2022](http://www.sec.gov/Archives/edgar/data/1037646/000103764623000005/mtd_ex10322022pobsplusregu.htm) (24)] | | |

| [removed: [10.50](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000005/exhibit1050employeeagr.htm)†] [added: [10.50](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w57.htm)†] | | | [Employment Agreement between [removed: Peter Aggersbjerg] [added: Marc de La Guéronnière] and Mettler-Toledo International Inc., dated as of [removed: November 8, 2019](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000005/exhibit1050employeeagr.htm)(15)] [added: January 27, 2011](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w57.htm)(16)] | | |

| [removed: [10.51](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w57.htm)†] [added: [10.51](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000034/ex-101employmentagreementb.htm)†] | | | [Employment Agreement between [removed: Marc de La Guéronnière] [added: Patrick Kaltenbach] and Mettler-Toledo International Inc., dated as of [removed: January 27, 2011](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w57.htm)(16)] [added: December 14, 2020](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000034/ex-101employmentagreementb.htm)(19)] | | |

| [removed: [10.52](http://www.sec.gov/Archives/edgar/data/1037646/000089534507000567/tpex10_1.htm)†] [added: [10.52](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w58.htm)†] | | | [Employment Agreement between [removed: Olivier Filliol] [added: Christian Magloth] and Mettler-Toledo International Inc., dated as of [removed: November 1, 2007](http://www.sec.gov/Archives/edgar/data/1037646/000089534507000567/tpex10_1.htm)(17)] [added: March 22, 2010](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w58.htm)(16)] | | |

| [removed: [10.53](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000034/ex-102amendmentagreementbe.htm)†] [added: [10.53](http://www.sec.gov/Archives/edgar/data/1037646/000103764618000026/mtdexhibit1057employmentag.htm)†] | | | [removed: [Amended Employment] [added: [Employment] Agreement between [removed: Olivier Filliol] [added: Gerhard Keller] and [removed: Metter-Toledo] [added: Mettler-Toledo] International Inc., dated as of [removed: December 14, 2020](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000034/ex-102amendmentagreementbe.htm)(18)] [added: April 27, 2018](http://www.sec.gov/Archives/edgar/data/1037646/000103764618000026/mtdexhibit1057employmentag.htm)(19)] | | |

| [removed: [10.54](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000034/ex-101employmentagreementb.htm)†] [added: [10.54](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1059employmenta.htm)†] | | | [Employment Agreement between [removed: Patrick Kaltenbach] [added: Shawn P. Vadala] and Mettler-Toledo International Inc., dated as of [removed: December 14, 2020](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000034/ex-101employmentagreementb.htm)(19)] [added: October 24, 2016](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1059employmenta.htm)(4)] | | |

| [removed: [10.55](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w58.htm)†] [added: [10.56](http://www.sec.gov/Archives/edgar/data/1037646/000103764623000005/wongemploymentagreement.htm)†] | | | [Employment Agreement between [removed: Christian Magloth] [added: Richard Wong] and Mettler-Toledo International [removed: Inc.,] [added: Inc.] dated as of [removed: March 22, 2010](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w58.htm)(16)] [added: July 8, 2008](http://www.sec.gov/Archives/edgar/data/1037646/000103764623000005/wongemploymentagreement.htm)(24)] | | |

| [removed: [10.56](http://www.sec.gov/Archives/edgar/data/1037646/000103764618000026/mtdexhibit1057employmentag.htm)†] [added: [10.55](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w58.htm)†] | | | [removed: [Employment] [added: [Form of Tax Equalization] Agreement between [removed: Gerhard Keller] [added: Messrs. Filliol, Aggersbjerg, Keller, Magloth, Kaltenbach,] and Mettler-Toledo International Inc., dated as of [removed: April 27, 2018](http://www.sec.gov/Archives/edgar/data/1037646/000103764618000026/mtdexhibit1057employmentag.htm)(19)] [added: October 10, 2007](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w58.htm)(14)] | | |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/1037646/000103764623000005/mtd_exhibit2112312022.htm)*] [added: [21](https://www.sec.gov/Archives/edgar/data/1037646/000103764624000007/mtd_exhibit2112312023.htm)*] | | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/1037646/000103764623000005/mtd_exhibit2112312022.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/1037646/000103764624000007/mtd_exhibit2112312023.htm)] | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1037646/000103764623000005/mtd_exhibit23112312022.htm)*] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1037646/000103764624000007/mtd_exhibit23112312023.htm)*] | | | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/1037646/000103764623000005/mtd_exhibit23112312022.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1037646/000103764624000007/mtd_exhibit23112312023.htm)] | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1037646/000103764623000005/mtd_exhibit311x12312022.htm)*] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1037646/000103764624000007/mtd_exhibit311x12312023.htm)*] | | | [Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764623000005/mtd_exhibit311x12312022.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764624000007/mtd_exhibit311x12312023.htm)] | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1037646/000103764623000005/mtd_exhibit31212312022.htm)*] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1037646/000103764624000007/mtd_exhibit31212312023.htm)*] | | | [Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764623000005/mtd_exhibit31212312022.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764624000007/mtd_exhibit31212312023.htm)] | | |

| [removed: [32](https://www.sec.gov/Archives/edgar/data/1037646/000103764623000005/mtd_exhibit3212312022.htm)*] [added: [32](https://www.sec.gov/Archives/edgar/data/1037646/000103764624000007/mtd_exhibit3212312023.htm)*] | | | [Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764623000005/mtd_exhibit3212312022.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764624000007/mtd_exhibit3212312023.htm)] | | |

Date: February [removed: 10, 2023][added: 9, 2024]

| [Report of Independent Registered Public Accounting [removed: Firm](#i2a8010c344594216b375994ab56ecb3d_97)] [added: Firm](#i36f5491dc0024bca8973db0964c5db1b_97)] | | | [removed: [F-2](#i2a8010c344594216b375994ab56ecb3d_97)] [added: [F-2](#i36f5491dc0024bca8973db0964c5db1b_97)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#i2a8010c344594216b375994ab56ecb3d_100)] [added: 2021](#i36f5491dc0024bca8973db0964c5db1b_100)] | | | [removed: [F-4](#i2a8010c344594216b375994ab56ecb3d_100)] [added: [F-4](#i36f5491dc0024bca8973db0964c5db1b_100)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#i2a8010c344594216b375994ab56ecb3d_103)] [added: 2021](#i36f5491dc0024bca8973db0964c5db1b_103)] | | | [removed: [F-5](#i2a8010c344594216b375994ab56ecb3d_103)] [added: [F-5](#i36f5491dc0024bca8973db0964c5db1b_103)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021](#i2a8010c344594216b375994ab56ecb3d_106)] [added: 2022](#i36f5491dc0024bca8973db0964c5db1b_106)] | | | [removed: [F-6](#i2a8010c344594216b375994ab56ecb3d_106)] [added: [F-6](#i36f5491dc0024bca8973db0964c5db1b_106)] | | |

| [Consolidated Statements of Shareholders’ Equity for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#i2a8010c344594216b375994ab56ecb3d_112)] [added: 2021](#i36f5491dc0024bca8973db0964c5db1b_112)] | | | [removed: [F-7](#i2a8010c344594216b375994ab56ecb3d_112)] [added: [F-7](#i36f5491dc0024bca8973db0964c5db1b_112)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#i2a8010c344594216b375994ab56ecb3d_115)] [added: 2021](#i36f5491dc0024bca8973db0964c5db1b_115)] | | | [removed: [F-8](#i2a8010c344594216b375994ab56ecb3d_115)] [added: [F-8](#i36f5491dc0024bca8973db0964c5db1b_115)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i2a8010c344594216b375994ab56ecb3d_118)] [added: Statements](#i36f5491dc0024bca8973db0964c5db1b_118)] | | | [removed: [F-9](#i2a8010c344594216b375994ab56ecb3d_118)] [added: [F-9](#i36f5491dc0024bca8973db0964c5db1b_118)] | | |

We have audited the accompanying consolidated balance sheets of Mettler-Toledo International Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of operations, of comprehensive income, of [removed: shareholders’] [added: shareholders'] equity and of cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] including the related [removed: notes,] [added: notes] and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] appearing on page S-1 (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance [added: with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

As described in Note 3, for the year ended December 31, [removed: 2022,] [added: 2023,] the Company’s net sales were [removed: $3.9] [added: $3.8] billion, of which [removed: $3.1] [added: $2.9] billion relate to product revenue.

[removed: /s/ PricewaterhouseCoopers] [added: /s/PricewaterhouseCoopers] LLP

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Products | | | $ | [removed: 3,118,721] [added: 2,906,661] | | | | | $ | [removed: 2,960,615] [added: 3,118,721] | | | | | $ | [removed: 2,405,172] [added: 2,960,615] | |

| Service | | | [removed: 800,988] [added: 881,648] | | | | | | [removed: 757,315] [added: 800,988] | | | | | | [removed: 680,005] [added: 757,315] | | |

| Total net sales | | | [removed: 3,919,709] [added: 3,788,309] | | | | | | [removed: 3,717,930] [added: 3,919,709] | | | | | | [removed: 3,085,177] [added: 3,717,930] | | |

| Products | | | [removed: 1,227,230] [added: 1,144,167] | | | | | | [removed: 1,181,020] [added: 1,227,230] | | | | | | [removed: 954,697] [added: 1,181,020] | | |

| Service | | | [removed: 384,437] [added: 402,856] | | | | | | [removed: 365,357] [added: 384,437] | | | | | | [removed: 329,449] [added: 365,357] | | |

| Gross profit | | | [removed: 2,308,042] [added: 2,241,286] | | | | | | [removed: 2,171,553] [added: 2,308,042] | | | | | | [removed: 1,801,031] [added: 2,171,553] | | |

| Research and development | | | [removed: 177,122] [added: 185,284] | | | | | | [removed: 169,766] [added: 177,122] | | | | | | [removed: 140,102] [added: 169,766] | | |

| Selling, general, and administrative | | | [removed: 938,461] [added: 904,106] | | | | | | [removed: 943,976] [added: 938,461] | | | | | | [removed: 820,221] [added: 943,976] | | |

| Amortization | | | [removed: 66,239] [added: 72,213] | | | | | | [removed: 63,075] [added: 66,239] | | | | | | [removed: 56,665] [added: 63,075] | | |

[Table of Contents](#i36f5491dc0024bca8973db0964c5db1b_7)

| [10.57†*](https://www.sec.gov/Archives/edgar/data/1037646/000103764624000007/final-mtclawbackpolicy20.htm) | | | [Mettler-Toledo International Inc. Compensation Recoupment (Clawback) Policy, Effective November 9, 2023](https://www.sec.gov/Archives/edgar/data/1037646/000103764624000007/final-mtclawbackpolicy20.htm) | | |

| [10.58†*](https://www.sec.gov/Archives/edgar/data/1037646/000103764624000007/performanceoptionagreeme.htm) | | | [Form of Nonqualified Performance Stock Option Agreement](https://www.sec.gov/Archives/edgar/data/1037646/000103764624000007/performanceoptionagreeme.htm) | | |

[Table of Contents](#i36f5491dc0024bca8973db0964c5db1b_7)

*(24)Incorporated by reference to the Company’s Report on Form 10-K dated February 10, 2023*

[Table of Contents](#i36f5491dc0024bca8973db0964c5db1b_7)

| /s/Wolfgang Wienand | | | | | | Director | | |

| Wolfgang Wienand | | | | | | | | |

[Table of Contents](#i36f5491dc0024bca8973db0964c5db1b_7)

[Table of Contents](#i36f5491dc0024bca8973db0964c5db1b_7)

February 9, 2024

[Table of Contents](#i36f5491dc0024bca8973db0964c5db1b_7)

[Table of Contents](#i36f5491dc0024bca8973db0964c5db1b_7)

| Net earnings | | | $ | 788,778 | | | | | $ | 872,502 | | | | | $ | 768,985 | |

[Table of Contents](#i36f5491dc0024bca8973db0964c5db1b_7)

| | | | 2023 | | | | | | 2022 | | |

| Goodwill | | | 670,108 | | | | | | 660,170 | | |

[Table of Contents](#i36f5491dc0024bca8973db0964c5db1b_7)

| Exercise of stock options and restricted stock units | | | 79,076 | | | | | | — | | | | | | 2,814 | | | | | | 21,308 | | | | | | (4,888) | | | | | | — | | | | | | 19,234 | | |

| Repurchases of common stock | | | (691,913) | | | | | | — | | | | | | — | | | | | | (900,000) | | | | | | — | | | | | | — | | | | | | (900,000) | | |

| Excise tax on net repurchases of common stock | | | — | | | | | | — | | | | | | — | | | | | | (8,089) | | | | | | — | | | | | | — | | | | | | (8,089) | | |

| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 788,778 | | | | | | — | | | | | | 788,778 | | |

| Balance at December 31, 2023 | | | 21,526,172 | | | | | | $ | 448 | | | | | $ | 871,110 | | | | | $ | (8,212,437) | | | | | $ | 7,510,756 | | | | | $ | (319,815) | | | | | $ | (149,938) | |

[Table of Contents](#i36f5491dc0024bca8973db0964c5db1b_7)

| Net earnings | | | $ | 788,778 | | | | | $ | 872,502 | | | | | $ | 768,985 | |

| Amortization | | | 72,213 | | | | | | 66,239 | | | | | | 63,075 | | |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2023, we have received the maximum allowable funding of $35.8 million related to the agreement, which offset associated capital expenditures.

The Company assesses the initial acquisition of intangible assets in accordance with the provisions

*Restructuring charges*

Restructuring charges include costs associated with exit and disposal activities including employee termination benefits, contract termination and other costs associated with various cost saving initiatives undertaken by the Company.

During the period ended December 31, 2023, the Company amended its credit agreement and cross currency swap agreements to change the interest rate benchmark from LIBOR to

SOFR and other non-U.S. dollar references, which did not change the amount or timing of cash flows.

As a result, the discontinuation of LIBOR in June 2023 did not have a material impact on the Company’s financial statements.

In November 2023, the FASB issued ASU 2023-07: Improvements to Reportable Segment Disclosures which requires incremental disclosures about a public entity's reportable segments but does not change the definition of a segment or the guidance for determining reportable segments.

The Company will adopt the annual disclosure requirements in 2024 and is currently evaluating the impact of this guidance on the consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09: Improvements to Income Tax Disclosures, which enhances income tax disclosures, especially related to the rate reconciliation and income taxes paid information.

The Company will adopt the annual disclosure requirements in 2025 and is currently evaluating the impact of this guidance on the consolidated financial statements.

| Product Revenue | | | $ | 1,039,766 | | | | | $ | 147,792 | | | | | $ | 542,707 | | | | | $ | 656,834 | | | | | $ | 519,562 | | | | | $ | 2,906,661 | |

| Point in time | | | 279,234 | | | | | | 29,917 | | | | | | 170,343 | | | | | | 45,127 | | | | | | 131,214 | | | | | | 655,835 | | |

| [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, 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, 2007](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w58.htm)(14) | | |

| [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) | | |

| | | | | | | | | |

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

| Wah-Hui Chu | | | | | | | | |

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

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

with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

February 10, 2023

| Balance at December 31, 2019 | | | 24,125,317 | | | | | | $ | 448 | | | | | $ | 783,871 | | | | | $ | (4,539,154) | | | | | $ | 4,499,288 | | | | | $ | (323,673) | | | | | $ | 420,780 | |

| Exercise of stock options and restricted stock units | | | 162,176 | | | | | | — | | | | | | 2,582 | | | | | | 30,568 | | | | | | (6,431) | | | | | | — | | | | | | 26,719 | | |

| Repurchases of common stock | | | (815,652) | | | | | | — | | | | | | — | | | | | | (774,998) | | | | | | — | | | | | | — | | | | | | (774,998) | | |

| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 602,739 | | | | | | — | | | | | | 602,739 | | |

The Company received $29.7 million of funding in 2022 and will receive $6.1 million in 2023, which offset capital expenditures.

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

earnings in proportion to the amount of economic benefits obtained by the Company in each reporting period.

*Employee Termination Benefits*

The Company's interest rate and cross currency swaps, as mentioned in Note 6 to the consolidated financial statements, are governed by International Swaps and Derivatives Association (ISDA) agreements, and the

Company will adhere to the ISDA's fallback protocol when LIBOR is discontinued.

In addition, the Company renewed the LIBOR-based credit agreement, as discussed further in Note 10, which includes a fallback protocol when LIBOR is discontinued.

Based on these procedures, when LIBOR is discontinued, the interest rate and cross currency swaps will not require de-designation if certain criteria are met.

The Company expects the financial impact of the rate change when LIBOR is discontinued to be immaterial to its financial statements.

| Product Revenue | | | $ | 815,046 | | | | | $ | 112,542 | | | | | $ | 509,385 | | | | | $ | 526,231 | | | | | $ | 441,968 | | | | | $ | 2,405,172 | |

| Point in time | | | 199,247 | | | | | | 22,733 | | | | | | 135,793 | | | | | | 39,705 | | | | | | 110,542 | | | | | | 508,020 | | |

| Over time | | | 58,026 | | | | | | 8,648 | | | | | | 71,537 | | | | | | 12,674 | | | | | | 21,100 | | | | | | 171,985 | | |

| Total | | | $ | 1,072,319 | | | | | $ | 143,923 | | | | | $ | 716,715 | | | | | $ | 578,610 | | | | | $ | 573,610 | | | | | $ | 3,085,177 | |

The Company may be required to pay additional consideration of up to $20.0 million, which is based upon financial thresholds in 2022 and 2023.

As of December 31, 2022, the $10.0 million of additional consideration has been paid and the Company expects to pay an additional $10.0 million in 2023.

As of December 31, 2022 the Company has paid EUR 0.6 million and expects to pay an additional EUR 1.3 million in 2023.

The swap matures in November 2023.

In June 2021, the Company entered into a cross currency swap arrangement designated as a cash flow hedge.

The agreement converts $50 million of borrowings under the Company's credit facility into synthetic Swiss franc debt, which allows the Company to effectively change the floating rate LIBOR-based interest payments, excluding the credit spread, to a fixed Swiss franc income of 0.57%.

The swap matures in June 2025.

This cross currency swap replaced a similar $50 million swap entered into in June 2019 which matured in June 2021, which converted floating rate LIBOR to a fixed Swiss franc income of 0.95%.

The agreement converts $50 million of borrowings under the Company's credit facility into synthetic Swiss franc debt, which allows the Company to effectively change the floating rate LIBOR-based interest payments, excluding the credit spread, to a fixed Swiss franc income of 0.66%.

The swap matures in June 2024.

This cross currency swap replaced a similar $50 million swap entered into in February 2019 and matured in June 2021, which converted floating rate LIBOR to a fixed Swiss franc income of 0.78%.

In June 2019, the Company entered into a cross currency swap arrangement designated as a cash flow hedge.

The agreement converts $50 million of borrowings under the Company's credit facility into synthetic Swiss franc debt, which allows the Company to effectively change the floating rate LIBOR-based interest payment, excluding the credit spread, to a fixed Swiss franc income of 0.82%.