Mettler-Toledo (MTD) 10-K risk factor changes: FY2024 vs FY2023

Economic uncertainty in many parts of the world, including the impact of high inflationary environments and governmental monetary policies and related [removed: rising] interest rates to combat inflation, the war in Ukraine, [removed: the escalation of the conflict] [added: continuing conflicts] in the Middle [removed: East related to the Israel-Hamas war,] [added: East,] international trade disputes, [added: tariffs,] and sovereign debt levels in the European Union and the United States, are situations that we monitor closely.

- [removed: current] [added: recently] reduced market demand in our core segments in China and the current economic conditions in this region;

- local tariffs and trade [removed: barriers;][added: barriers and the potential for retaliatory tariffs;]

- 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: $19.8] [added: $13.9] million of cash at December 31, [removed: 2023] [added: 2024,] in our Chinese subsidiaries;

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

For example, our Chinese operations accounted for [removed: 19%] [added: 16%] of sales to external customers, [removed: 32%] [added: 29%] of total segment profit, and approximately [removed: 34%] [added: 30%] of our global production during [removed: 2023.][added: 2024.]

In addition, [removed: as a result of the significant supply chain disruptions during the COVID-19 pandemic,] [added: due to increasing political tensions and potential tariff increases,] many companies are seeking increased flexibility in their supply chains that may result in reduced foreign investment in China.

The Chinese economy [removed: also has recently slowed] [added: remains under pressure] 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 [removed: risks] [added: risks, all of which will be exacerbated by trade wars and tariffs,] 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, [removed: resulting in a 10% decrease] [added: which continued] in [removed: local currency net sales during 2023.][added: 2024.]

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

[removed: For historical reference, in] [added: In] 2021, [added: Russia and Ukraine accounted for] approximately 1% of our net [removed: sales were in Russia and Ukraine, and we had an immaterial amount of assets] [added: sales,] and [removed: liabilities in both countries] as of December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021.][added: 2022, our assets]

[removed: The ongoing and potential future impacts of escalating] [added: Escalating] global conflicts, including [removed: those between Russia and] [added: in] Ukraine and the [removed: Israel-Hamas war,] [added: Middle East,] have heightened [removed: global] economic and geopolitical uncertainty.

[removed: Also,] [added: Additionally,] uncertainties [removed: related to] [added: surrounding] these conflicts [removed: exist,] [added: persist,] and [removed: the resulting impact to] [added: their effects on] the global economy and market conditions can change [removed: quickly.][added: rapidly.]

We continue to monitor [removed: the ongoing] developments [removed: related to] [added: in] these [removed: conflicts, as well as the advent of] [added: conflicts and] any [removed: applicable] [added: related] sanctions.

[added: 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.

The techniques and sophistication used to conduct [removed: cyberattacks] [added: cyber attacks] 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 [removed: cyberattacks] [added: cyber attacks] which are often conducted by capable, well-funded groups.

Despite any precautions we may take, a cybersecurity incident could harm our reputation and [removed: financial condition and cause us to incur legal liability and increased costs to respond to such events.]

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

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

If we experience any significant disruption in these facilities for any reason, such as global supply chain and production issues, changes in third-party service providers, [added: pandemics,] strikes or other labor unrest, [added: labor shortages,] 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, [removed: we may be unable to satisfy customer demand for our products or services resulting in lost sales.]

To remain competitive, we must continue to make significant investments in research and development, sales and marketing, customer service and support, and operational excellence throughout our supply [removed: chain.][added: chain to ensure that our products do not become technologically obsolete over time.]

For instance, it is expected that laws and regulations around the use of [removed: AI] [added: artificial intelligence (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 [added: of our customers through provision of our services), we could become subject to these new regulations, which may be difficult to comply with.]

In addition to financial risk, [added: the] actions of some of our distributors could cause [removed: reputational harm, especially if our products are involved.]

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

We [added: recently] experienced reduced demand in these segments, which negatively impacted our net sales in [removed: 2023.][added: 2023 and 2024.]

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

Any decrease or delay in capital spending by our customers would cause our revenues to decline and could [removed: harm our profitability.]

[removed: A] [added: Changes in governmental regulations or a] decline in government funding of research or education could reduce some customers’ ability to purchase our products.

In addition, our competitors are expected to continue to improve their technology infrastructure, as well as the technology services offered to their [added: customers, including the use of artificial intelligence and machine learning solutions, to interact with suppliers, sell their products and services, and support and grow their customer base.]

Any of these [removed: acquisition-related] risks could [removed: have a material adverse effect on] [added: materially impact] our profitability.

When the Swiss franc strengthens against our other trading currencies, particularly the U.S. dollar and euro, our earnings [removed: go down.]

We estimate a 1% strengthening of the Swiss franc against the euro would reduce our earnings before tax by approximately [removed: $2.0] [added: $2.4] million to [removed: $2.3] [added: $2.7] 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: $3.2] [added: $2.3] million to [removed: $3.5] [added: $2.6] million annually.

In addition to the effects of exchange rate movements on operating profits, our debt levels can fluctuate due to changes in exchange rates, particularly between the U.S. dollar, the Swiss franc, and [added: the] euro.

Based on our outstanding debt at December 31, [removed: 2023,] [added: 2024,] 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: $39.8] [added: $39.0] million in the reported U.S. dollar value of our debt.

While the global inflation rate began to ease in 2023 [added: and 2024] as a result of central bank policy tightening, core inflation has proved persistent as a result of the preceding factors, in addition to others such as the escalating number of significant geopolitical conflicts throughout the world.

- geopolitical topics within Asia and other regions; and

We continue to monitor developments and applicable sanctions.

Since February 2022, we have suspended all shipments to Russia.

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and liabilities in both countries remained immaterial.

The EU Council has been working to expand renewable energy use, reduce consumption, and diversify energy sources due to reduced Russian energy supplies.

This may impact energy availability and costs in Europe.

We do not manufacture in the Middle East and sales in the region account for less than 1% of total revenue.

Ongoing conflicts may impact demand locally and globally while disrupting supply chains, increasing costs, and reducing shipping capacity, all of which could affect our financial results and customer demand.

Estimating the impact of ongoing global conflicts on supply chain disruptions and energy shortages is challenging.

However, the Ukraine invasion and Middle East conflict could negatively affect our financial results and pose risks to our business.

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financial condition and cause us to incur legal liability and increased costs to respond to such events.

Any interaction with third-party systems increases cyber-attack risks.

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we may be unable to satisfy customer demand for our products or services resulting in lost sales.

In addition, challenges with properly managing the use of AI could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.

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reputational harm, especially if our products are involved.

*A pandemic or widespread outbreak of an illness or other health issue could negatively affect our business, making it more difficult and expensive to meet our obligations to our customers, and could result in reduced demand from our customers.*

Our operations are vulnerable to global events, including pandemics like COVID-19.

Despite precautions, such outbreaks can lead to business shutdowns, illness, quarantines, and workforce disruptions.

Events in key regions such as North America, Europe, or China could significantly impact commercial activity, adversely affecting our financial condition, operations, and prospects.

If operations are curtailed, we may need alternative suppliers or staff, which could be more expensive, unavailable, or cause shipment delays, impacting results.

A disruption in product design could delay new product introductions, while affected customers may reduce or delay purchases, further impacting our operations.

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harm our profitability.

If tariffs are implemented and we cannot pass on the increased costs to our customers, our margins could be impacted as we work to remain competitive.

We may pursue acquisitions of complementary product lines, technologies, or businesses, but these involve risks such as integration challenges, management distractions, and potential loss of key employees.

Future acquisitions may also lead to stock issuances that dilute current shareholders, increased debt and liabilities, and higher amortization expenses for intangible assets.

Larger companies are increasingly targeting life sciences and instruments, potentially altering market competition.

Additionally, we may face challenges in identifying, completing, or integrating future acquisitions, and even successful acquisitions may not positively impact our business or results.

We must also estimate the fair value of acquired assets and assumed liabilities, relying on valuation models with inherent uncertainties and our judgment regarding certain assumptions.

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go down.

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

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Our

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In June 2024, the U.S. Supreme Court overturned the Chevron doctrine, ending judicial deference to regulatory agencies.

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

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.

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

The extended reduction timeframe commenced April 1, 2023 and is expected to continue through March 31, 2024.

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

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.

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

If a customer alleges that a cyber attack causes or

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.

If we do not introduce new products and enhancements, our products could become technologically obsolete over time, which would harm our operating results.

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

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

Our global operations expose us to risks associated with public health crises that could have an adverse effect on our business results and financial condition.

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

While the impact of COVID-19 has diminished, our global operations could be negatively affected if our employees become ill as a result of exposure to 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, or labor shortages, or are quarantined.

COVID-19 or another pandemic may interfere with general commercial activity related to our supply chain and customer base.

The COVID-19 pandemic resulted in significant disruptions to the global economy, as well as to businesses and capital markets globally.

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

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

customers, including the use of artificial intelligence and machine learning solutions, to interact with suppliers, sell their products and services, and support and grow their customer base.

We may pursue acquisitions of complementary product lines, technologies, or businesses.

Acquisitions involve numerous risks, including difficulties in integrating the acquired operations, technologies, and products; diversion of management’s attention from other business concerns; and potential departures of key employees of the acquired company.

If we successfully identify acquisitions in the future, completing such acquisitions may result in new issuances of our stock that may be dilutive to current owners, increases in our debt and contingent liabilities, and additional amortization expense related to intangible assets.

Larger companies have identified life sciences and instruments as businesses they will consider entering or expanding their presence, which could change the competitive dynamics of these markets.

In addition, we may not be able to identify, successfully complete, or integrate potential acquisitions in the future.

Even if we can do so, we cannot be sure that these acquisitions will have a positive impact on our business or operating results.

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

Such fair values may be based on valuation models which are subject to inherent uncertainties and our judgments regarding certain assumptions.

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

experience a triggering event that requires a new fair value assessment for our reporting units, possibly prior to the required annual assessment.

United States trade policy, including the imposition of tariffs and the resulting consequences, as well as other political policies in the United States, China, the U.K., and certain European countries, may also impact global trade or create uncertainty impacting our business.*

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

The United States government has also initiated tariffs on certain foreign goods, particularly those produced in China.

As a result, certain foreign governments, including the Chinese government, have imposed retaliatory tariffs on goods that their countries import from the United States.

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Net sales in U.S. dollars [removed: decreased 3%] [added: increased 2%] in [removed: 2023] [added: 2024] and [removed: increased 5%] [added: decreased 3%] in [removed: 2022.][added: 2023.]

Excluding the effect of currency exchange rate fluctuations, or in local currencies, net sales [removed: decreased] [added: increased] 3% in [removed: 2023] [added: 2024] and [removed: increased 11%] [added: decreased 3%] in [removed: 2022.][added: 2023.]

Net sales in 2023 were [removed: also] [added: negatively] impacted by [removed: shipping delays of] approximately $58 million [removed: with] [added: from our previously disclosed shipping delays related to] a new external European logistics service provider, which [removed: we expect to] [added: were] largely [removed: recover] [added: recovered] in the first quarter of 2024.

We estimate local currency net sales [added: were flat in 2024 and] decreased approximately 1% in 2023 excluding the impact of the delayed shipments.

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

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

Our [removed: market leading] [added: market-leading] solutions and ability to leverage our innovative portfolio have also allowed us to quickly capitalize on our [removed: customers] [added: customers'] demand for automation and digitalization [removed: solutions.][added: solutions and faster growing segments.]

Our [removed: Service] [added: service] business also delivered very strong results in [removed: 2023] [added: 2024] as we have been able to support our customers’ ability to maintain uptime, improve productivity, and comply with regulatory requirements.

As we enter [removed: 2024,] [added: 2025,] we expect to continue to benefit from market trends [removed: towards] [added: toward] automation and digitalization, as well as customer investments in on/near-shoring activities.

However, many of our [removed: end markets,] [added: end-markets,] including pharma/biopharmaceutical, food, and [removed: chemical are] [added: chemical, remain] challenged after [removed: years of very strong growth.][added: significant growth during the COVID-19 pandemic.]

In addition, market conditions and challenges remain uncertain relating to the macro environment and global economy, including the impacts of [removed: tighter monetary policies and related increase in interest rates to combat inflation, and] [added: the] ongoing [removed: developments] [added: wars] in [removed: Ukraine,] [added: Ukraine and] the [removed: Israel-Hamas war,] [added: Middle East] and increasing geopolitical tensions.

We [removed: expect difficult market conditions during the first half of 2024, but] believe we will benefit from favorable [removed: biopharma] [added: pharma/biopharma] market trends in the future.

[removed: However, we] [added: 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.

[removed: We] [added: Product inspection experienced solid growth in 2024, and we] expect our product inspection end-market to [removed: also] [added: continue to] benefit from our customers’ focus on brand protection, food safety, and productivity.

Our food retailing sales [removed: increased] [added: decreased] significantly during [removed: 2023] [added: 2024] primarily due to strong project [removed: activity,] [added: activity in 2023,] especially in the Americas.

In [removed: 2024,] [added: 2025,] we will continue to pursue the overall business growth strategies which we have followed in recent years:

We have also [removed: made adjustments to] [added: improved] our service model to incorporate remote service, depot drop-off/pickup, and other approaches.

*Faster-Growing Markets.* Emerging markets, comprising Asia (excluding Japan), Eastern Europe, Latin America, the Middle East, and Africa, account for approximately [removed: 35%] [added: 34%] of our total net [removed: sales.][added: sales of which 16% relates to China.]

We have [added: more than] a 35-year track record in China, and our sales in Asia have grown more than [removed: 12%] [added: 10%] on a compound annual growth basis in local currencies since 1999.

Overall, versus the prior year, we experienced a [removed: 5%] [added: 1%] decrease in emerging market local currency sales by destination during [removed: 2023,] [added: 2024,] which included [added: an 11% local currency sales decline in China and] a 10% local currency sales [removed: decline] [added: increase] in [removed: China.][added: other emerging markets.]

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

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

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

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

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

In the last three years, we spent approximately 5% of net sales on research and [removed: development.][added: development, reflecting a total of $551 million.]

We [removed: also] have [added: also] implemented productivity and cost savings initiatives [added: over the past two years] to mitigate our reduced [removed: 2023] volume, while also focusing on reallocating resources to better align our cost structure to support our investments in market penetration initiatives, higher-growth/profitable areas, and opportunities for margin improvement.

*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 [added: leadership.]

Net sales were [removed: $3.8] [added: $3.9] billion for the year ended December 31, [removed: 2023,] [added: 2024,] compared to [removed: $3.9] [added: $3.8] billion in [removed: 2022] [added: 2023] and [removed: $3.7] [added: $3.9] billion in [removed: 2021.][added: 2022.]

This represents [added: an increase of 2% in 2024 and] a decrease of 3% in 2023 [added: in U.S. dollars] and an increase of [removed: 5% in 2022] [added: 3%] in [removed: U.S. dollars] [added: 2024] and a decrease of 3% in 2023 [removed: and an increase of 11%] in [removed: 2022 in] local currencies.

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

In [removed: 2023,] [added: 2024,] our net sales by geographic destination [removed: decreased] [added: increased] in U.S. dollars compared to [removed: 2022] [added: 2023] by [removed: 1%] [added: 8%] in [added: Europe, 2% in] the Americas, [removed: 9%] [added: and decreased by 3%] in Asia/Rest of [removed: World, and were flat in Europe.][added: World.]

In local currencies, our net sales by geographic destination [removed: decreased] [added: increased] in [removed: 2023] [added: 2024] by [removed: 1%] [added: 8%] in [added: Europe, 3% in] the Americas, [removed: 2% in Europe,] and [removed: 5%] [added: decreased by 1%] in Asia/Rest of World, with [removed: a 10%] [added: an 11%] decline in China.

Net sales of products [removed: decreased 7%] [added: increased 1%] in [added: both] U.S. dollars and [removed: 6% in] local currencies during [removed: 2023] [added: 2024] and [removed: increased 5%] [added: decreased 7%] in U.S. dollars and [removed: 10%] [added: 6%] in local currencies in [removed: 2022.][added: 2023.]

Service revenue (including spare parts) increased [removed: 10%] [added: 7%] in both U.S. dollars and local currencies in [removed: 2023] [added: 2024] and increased [removed: 6%] [added: 10%] in [added: both] U.S. dollars and [removed: 12% in] local currencies in [removed: 2022.][added: 2023.]

Net sales of our laboratory products and services, which represented approximately [removed: 55%] [added: 56%] of our total net sales in [removed: 2023, decreased 7%] [added: 2024, increased 6%] in both U.S. dollars and local currencies during [removed: 2023.][added: 2024.]

The local currency [removed: decrease] [added: increase] in net sales of our laboratory-related products during [removed: 2023] [added: 2024] includes [removed: a decline] [added: an increase] in most product [removed: categories related to reduced market demand after two years of particularly strong growth.][added: categories, especially analytical instruments.]

Net sales of our industrial products and services, which represented approximately 39% of our total net sales in [removed: 2023, decreased 1%] [added: 2024, were flat] in [removed: both] U.S. dollars and [added: increased 1% in] local currencies during [removed: 2023.][added: 2024.]

The local currency [removed: decrease] [added: increase] in net sales of our industrial-related products during [removed: 2023] [added: 2024] includes [added: solid growth in product inspection, offset in part by] a decline in [removed: most product categories with weak market conditions] [added: core-industrial products, especially] in China.

We estimate local currency net sales were flat in 2024 and decreased 1% in 2023 excluding the impact of the delayed shipments.

Market demand in our core segments was soft in 2024, particularly in China.

In addition to soft market demand during 2024, we also continued to experience uncertainty in the economic environment, including the risk of recession in many countries, and unfavorable foreign currency.

Our laboratory sales grew in 2024 despite a decrease in China as the sharp market decline in 2023 continued during 2024.

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Our industrial sales grew modestly in 2024 despite challenging market conditions for core industrial in China.

Following particularly strong growth in 2022 and 2021, market conditions in

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Net sales in 2023 were negatively impacted by approximately $58 million from our previously disclosed shipping delays related to a new external European logistics service provider, which were largely recovered in the first quarter of 2024.

In 2024, we experienced soft market demand, particularly in China.

Laboratory net sales in 2024 benefited approximately 4% and were reduced by 2% in 2023 from the previously disclosed shipping delays.

Laboratory results were also negatively impacted by a decline in China.

Industrial net sales in 2024 benefited approximately 1% and were reduced by 1% in 2023 from the previously disclosed shipping delays.

Retail net sales in 2024 benefited approximately 3% and were reduced by 2% in 2023 from previously disclosed shipping delays.

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The decrease in interest expense is primarily related to lower debt levels throughout the year.

The reported tax rate in 2024 includes a non-cash discrete tax benefit of $23 million resulting from the reduction of uncertain tax position liabilities related to the settlement of a tax audit.

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| Net sales to other segments | | | 153,759 | | | | | | 137,192 | | | | | | 156,884 | | | | | | 12% | | | | | | (13)% | | |

| Segment cost of sales | | | 690,498 | | | | | | 689,004 | | | | | | 736,798 | | | | | | —% | | | | | | (6)% | | |

| Segment period expense | | | 499,698 | | | | | | 487,055 | | | | | | 506,744 | | | | | | 3% | | | | | | (4)% | | |

Net sales to external customers benefited approximately 2% in 2024 and were reduced by approximately 1% in 2023 from the previously disclosed shipping delays.

Net sales to external customers for 2024 reflects growth in most product categories, especially laboratory products, offset by a significant decline in food retailing related to strong project activity in the prior year.

| Net sales to other segments | | | 801,749 | | | | | | 761,114 | | | | | | 839,951 | | | | | | 5% | | | | | | (9)% | | |

| Segment cost of sales | | | 498,505 | | | | | | 436,494 | | | | | | 487,642 | | | | | | 14% | | | | | | (10)% | | |

| Segment period expense | | | 241,178 | | | | | | 231,818 | | | | | | 218,584 | | | | | | 4% | | | | | | 6% | | |

Net sales to external customers benefited approximately 7% in 2024 and were reduced by approximately 3% in 2023 from the previously disclosed shipping delays.

The segment profit decrease in 2024 includes unfavorable foreign

[Table of Contents](#i237a47f7cc7d454995e02b773aa44472_7)

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | Increase (Decrease) in % (1)2024 vs. 2023 | | | | | | Increase (Decrease) in % (1)2023 vs. 2022 | | |

| Net sales to other segments | | | 185,321 | | | | | | 188,963 | | | | | | 196,900 | | | | | | (2)% | | | | | | (4)% | | |

| Segment cost of sales | | | 486,823 | | | | | | 455,596 | | | | | | 488,153 | | | | | | 7% | | | | | | (7)% | | |

| Segment period expense | | | 350,199 | | | | | | 347,601 | | | | | | 334,326 | | | | | | 1% | | | | | | 4% | | |

Net sales to external customers benefited approximately 5% in 2024 and were reduced by approximately 3% in 2023 from the previously disclosed shipping delays in 2023.

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | Increase (Decrease) in % (1)2024 vs. 2023 | | | | | | Increase (Decrease) in % (1)2023 vs. 2022 | | |

| Net sales to other segments | | | 320,196 | | | | | | 278,027 | | | | | | 308,164 | | | | | | 15% | | | | | | (10)% | | |

| Segment cost of sales | | | 422,130 | | | | | | 448,341 | | | | | | 530,270 | | | | | | (6)% | | | | | | (15)% | | |

| Segment period expense | | | 180,713 | | | | | | 181,410 | | | | | | 195,258 | | | | | | —% | | | | | | (7)% | | |

Net sales to external customers benefited approximately 1% in 2024 and were reduced by approximately 1% in 2023 from the previously disclosed shipping delays in 2023.

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

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.

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

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.

Our laboratory sales experienced a significant decline in 2023, particularly from life sciences and biotech customers after two years of very strong growth.

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.

However, product inspection customers in the packaged food industry have been negatively impacted by inflation and many of these customers reduced investments during 2023.

leadership.

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

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

We also paid an additional $10.0 million per year related to an earn-out provision in the agreement both in 2022 and 2023.

The initial cash payment was $20.2 million and we have paid additional consideration of EUR 2.0 million in 2023 and EUR 0.6 million in 2022.

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

The increase during 2023 relates to increased project activity.

For the year ended December 31, 2021, $3.4 million of acquisition costs, as well as a $6.8 million charge to increase the PendoTECH acquisition contingent consideration and related obligations to the sellers, were included in other charges (income), net.

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

The decrease during 2023 is driven by a decline in laboratory-related and industrial-related products, offset in part by very strong project activity in food retailing.

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

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

Additional consideration of $20.0 million was paid reflecting $10.0 million payments in both 2023 and 2022.

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

The initial cash payment was $20.2 million and the Company paid additional consideration of EUR 2.6 million.

For additional information related to these acquisitions, refer to Note 4 to the consolidated financial statements.

| 3.84% $125 million 10-year Senior Notes due September 19, 2024 | | | 125,000 | | | | | | — | | | | | | 125,000 | | |

| Total Senior Notes | | | 947,337 | | | | | | 423,579 | | | | | | 1,370,916 | | |

| Other local arrangements | | | 5,225 | | | | | | 66,253 | | | | | | 71,478 | | |

| Total debt | | | 1,325,758 | | | | | | 755,081 | | | | | | 2,080,839 | | |

| Less: current portion | | | (126,258) | | | | | | (65,961) | | | | | | (192,219) | | |

| Total long-term debt | | | $ | 1,199,500 | | | | | $ | 689,120 | | | | | $ | 1,888,620 | |

obligations.

In December 2021, we entered into an agreement to issue and sell $300 million 15-year Senior Notes in a private placement.

We issued $150 million with a fixed interest rate of 2.81% (2.81% Senior Notes) in March 2022, which will mature in March 2037, and we issued $150 million with a fixed interest rate of 2.91% (2.91% Senior Notes) in September 2022, which will mature in September 2037.

In addition, we incurred $8.1 million of excise

We are currently involved in, or have potential liability with respect to, the remediation of past contamination in certain of our facilities.

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

After the other party under this order failed to fulfill its obligations, Hi-Speed became solely responsible for compliance with the order.

We estimate that the costs of compliance associated with the site over the next several years will approximate a total of $0.1 million.

Our business is geographically diversified, with net sales in [removed: 2023] [added: 2024] derived [removed: 41%] [added: 42%] from North and South America, [removed: 27%] [added: 28%] from Europe, and [removed: 32%] [added: 30%] from Asia and other countries.

We have five reportable segments: U.S. Operations, Swiss Operations, Western European Operations, Chinese Operations, and [removed: Other.][added: Other Operations.]

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

The laboratory instruments and related service business accounted for approximately [removed: 55%] [added: 56%] of our net sales in [removed: 2023, 57%] [added: 2024, 55%] in [removed: 2022,] [added: 2023,] and [removed: 56%] [added: 57%] in [removed: 2021.][added: 2022.]

We also provide filter weighing and [added: automated] powder and liquid dosing [removed: automated] systems.

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

[Table of [removed: Contents](#i36f5491dc0024bca8973db0964c5db1b_7)][added: Contents](#i237a47f7cc7d454995e02b773aa44472_7)]

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

The industrial instruments and related service business accounted for approximately 39% of our net sales in [removed: 2023, 38% in 2022,] [added: 2024] and [removed: 39%] [added: 2023 and 38%] in [removed: 2021.][added: 2022.]

Our products are used in a wide range of industrial applications, such as [removed: counting,] [added: filling,] formulating and mixing ingredients, [added: counting,] and quality control.

Our industrial scale terminals collect data and integrate it into manufacturing processes, helping to [added: control and] automate them.

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

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

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

The retail business accounted for approximately [removed: 6%] [added: 5%] of our net sales in [removed: 2023] [added: 2024, 6% in 2023,] and 5% in [removed: both 2022 and 2021.][added: 2022.]

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 [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: 2023] [added: 2024] net sales.

At December 31, [removed: 2023,] [added: 2024,] our sales and service group consisted of approximately 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: 23%] [added: 24%] of our net sales in [removed: 2023] [added: 2024, 23% in 2023,] and 20% in [removed: both 2022 and 2021.][added: 2022.]

Over the last three years, we have invested [removed: $532] [added: $551] million in research and development [removed: ($185] [added: ($189] million in [removed: 2023, $177] [added: 2024, $185] million in [removed: 2022,] [added: 2023,] and [removed: $170] [added: $177] million in [removed: 2021),] [added: 2022),] which is approximately 5% of net sales for each year.

We believe our supply arrangements are adequate and that there are no material constraints on the sources and availability of [removed: materials.]

Our total global workforce was approximately 17,300, consisting of 16,000 employees and 1,300 temporary personnel, as of December 31, [removed: 2023,] [added: 2024,] and includes approximately 6,200 in Europe, 4,800 in North and South America, and 6,300 in Asia and other countries.

As of December 31, [removed: 2023,] [added: 2024,] approximately 36% of our global employee headcount was female, with approximately 29% holding management positions.

During [removed: 2023,] [added: 2024,] approximately [removed: 97%] [added: 93%] of employees completed one or more training courses, including part-time and temporary personnel.

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

[removed: 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 workplaces (see Employees section above), and (5) following corporate governance best practices.

As a further example, we pursue several goals related to supply chain transparency including [added: risk assessments and] targeted supplier audits.

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

We hold over [removed: 5,300] [added: 5,400] patents and trademarks (including pending applications), primarily in the United States, Switzerland, China, the European Union, Germany, the United Kingdom, Italy, France, Japan, South Korea, Brazil, and India.

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 [added: Analysis and Critical Control Point (HACCP) regulations.]

[added: 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.

[removed: In emerging markets, where there is greater] demand for less sophisticated products, price is a more important factor than in developed markets.

Laboratory balances are primarily used

We also manufacture and sell microplate readers to measure chemical and biological assays and automated cell counting and viability assessment instruments.

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materials.

Quarterly seasonality in 2023 and 2024 was impacted by shipping delays at our European Logistics facility in the fourth quarter of 2023, which was recovered in the first quarter of 2024.

We do this in five key areas: (1) keeping our operations sustainable over the

[Table of Contents](#i237a47f7cc7d454995e02b773aa44472_7)

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In emerging markets, where there is greater

[Table of Contents](#i237a47f7cc7d454995e02b773aa44472_7)

[Table of Contents](#i237a47f7cc7d454995e02b773aa44472_7)

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

We also

Vision inspection systems with associated specialist software enable our pharmaceutical customers to implement traceability and serialization tracking, as required by regulation.

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.

Analysis and Critical Control Point (HACCP) regulations.

We are currently involved in, or have potential liability with respect to, the remediation of past contamination in certain of our facilities.

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

After the other party under this order failed to fulfill its obligations, Hi-Speed became solely responsible for compliance with the order.

We estimate that the costs of compliance associated with the site over the next several years will be approximately a total of $0.1 million.

We cannot be sure

[Table of [removed: Contents](#i36f5491dc0024bca8973db0964c5db1b_7)][added: Contents](#i237a47f7cc7d454995e02b773aa44472_7)]

| | | | | | | For the fiscal year ended December 31, [removed: 2023] [added: 2024] | | | | | |

As of January [removed: 25, 2024] [added: 22, 2025] there were [removed: 21,478,705] [added: 20,916,459] 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 [removed: 30, 2023] [added: 28, 2024] (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 [removed: 30, 2023)] [added: 28, 2024)] was approximately [removed: $28.7] [added: $29.7] billion.

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2023][added: 2024]

| [Item [removed: 1.](#i36f5491dc0024bca8973db0964c5db1b_16)] [added: 1.](#i237a47f7cc7d454995e02b773aa44472_16)] | | | [removed: [Business](#i36f5491dc0024bca8973db0964c5db1b_16)] [added: [Business](#i237a47f7cc7d454995e02b773aa44472_16)] | | | [removed: [4](#i36f5491dc0024bca8973db0964c5db1b_16)] [added: [4](#i237a47f7cc7d454995e02b773aa44472_16)] | | |

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| [Item [removed: 3.](#i36f5491dc0024bca8973db0964c5db1b_28)] [added: 3.](#i237a47f7cc7d454995e02b773aa44472_31)] | | | [Legal [removed: Proceedings](#i36f5491dc0024bca8973db0964c5db1b_28)] [added: Proceedings](#i237a47f7cc7d454995e02b773aa44472_31)] | | | [removed: [31](#i36f5491dc0024bca8973db0964c5db1b_28)] [added: [31](#i237a47f7cc7d454995e02b773aa44472_31)] | | |

| | | | [Executive Officers of the [removed: Registrant](#i36f5491dc0024bca8973db0964c5db1b_28)] [added: Registrant](#i237a47f7cc7d454995e02b773aa44472_31)] | | | [removed: [31](#i36f5491dc0024bca8973db0964c5db1b_28)] [added: [31](#i237a47f7cc7d454995e02b773aa44472_31)] | | |

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| [Item [removed: 6.](#i36f5491dc0024bca8973db0964c5db1b_37)] [added: 6.](#i237a47f7cc7d454995e02b773aa44472_40)] | | | [removed: [Reserved](#i36f5491dc0024bca8973db0964c5db1b_37)] [added: [Reserved](#i237a47f7cc7d454995e02b773aa44472_40)] | | | [removed: [34](#i36f5491dc0024bca8973db0964c5db1b_37)] [added: [34](#i237a47f7cc7d454995e02b773aa44472_40)] | | |

| [Item [removed: 7.](#i36f5491dc0024bca8973db0964c5db1b_40)] [added: 7.](#i237a47f7cc7d454995e02b773aa44472_43)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i36f5491dc0024bca8973db0964c5db1b_40)] [added: Operations](#i237a47f7cc7d454995e02b773aa44472_43)] | | | [removed: [34](#i36f5491dc0024bca8973db0964c5db1b_40)] [added: [34](#i237a47f7cc7d454995e02b773aa44472_43)] | | |

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| [Item [removed: 9A.](#i36f5491dc0024bca8973db0964c5db1b_52)] [added: 9A.](#i237a47f7cc7d454995e02b773aa44472_55)] | | | [Controls and [removed: Procedures](#i36f5491dc0024bca8973db0964c5db1b_52)] [added: Procedures](#i237a47f7cc7d454995e02b773aa44472_55)] | | | [removed: [49](#i36f5491dc0024bca8973db0964c5db1b_52)] [added: [49](#i237a47f7cc7d454995e02b773aa44472_55)] | | |

| [Item [removed: 9B.](#i36f5491dc0024bca8973db0964c5db1b_55)] [added: 9B.](#i237a47f7cc7d454995e02b773aa44472_58)] | | | [Other [removed: Information](#i36f5491dc0024bca8973db0964c5db1b_55)] [added: Information](#i237a47f7cc7d454995e02b773aa44472_58)] | | | [removed: [49](#i36f5491dc0024bca8973db0964c5db1b_55)] [added: [50](#i237a47f7cc7d454995e02b773aa44472_58)] | | |

| [Item [removed: 9C.](#i36f5491dc0024bca8973db0964c5db1b_58)] [added: 9C.](#i237a47f7cc7d454995e02b773aa44472_61)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i36f5491dc0024bca8973db0964c5db1b_58)] [added: Inspections](#i237a47f7cc7d454995e02b773aa44472_61)] | | | [removed: [49](#i36f5491dc0024bca8973db0964c5db1b_58)] [added: [50](#i237a47f7cc7d454995e02b773aa44472_61)] | | |

| [PART [removed: III](#i36f5491dc0024bca8973db0964c5db1b_61)] [added: III](#i237a47f7cc7d454995e02b773aa44472_64)] | | | | | | | | |

| [Item [removed: 10.](#i36f5491dc0024bca8973db0964c5db1b_64)] [added: 10.](#i237a47f7cc7d454995e02b773aa44472_67)] | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i36f5491dc0024bca8973db0964c5db1b_64)] [added: Governance](#i237a47f7cc7d454995e02b773aa44472_67)] | | | [removed: [50](#i36f5491dc0024bca8973db0964c5db1b_64)] [added: [51](#i237a47f7cc7d454995e02b773aa44472_67)] | | |

| [Item [removed: 11.](#i36f5491dc0024bca8973db0964c5db1b_67)] [added: 11.](#i237a47f7cc7d454995e02b773aa44472_70)] | | | [Executive [removed: Compensation](#i36f5491dc0024bca8973db0964c5db1b_67)] [added: Compensation](#i237a47f7cc7d454995e02b773aa44472_70)] | | | [removed: [51](#i36f5491dc0024bca8973db0964c5db1b_67)] [added: [52](#i237a47f7cc7d454995e02b773aa44472_70)] | | |

| [Item [removed: 12.](#i36f5491dc0024bca8973db0964c5db1b_70)] [added: 12.](#i237a47f7cc7d454995e02b773aa44472_73)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i36f5491dc0024bca8973db0964c5db1b_70)] [added: Matters](#i237a47f7cc7d454995e02b773aa44472_73)] | | | [removed: [51](#i36f5491dc0024bca8973db0964c5db1b_70)] [added: [52](#i237a47f7cc7d454995e02b773aa44472_73)] | | |

| [Item [removed: 13.](#i36f5491dc0024bca8973db0964c5db1b_73)] [added: 13.](#i237a47f7cc7d454995e02b773aa44472_76)] | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i36f5491dc0024bca8973db0964c5db1b_73)] [added: Independence](#i237a47f7cc7d454995e02b773aa44472_76)] | | | [removed: [51](#i36f5491dc0024bca8973db0964c5db1b_73)] [added: [52](#i237a47f7cc7d454995e02b773aa44472_76)] | | |

| [Item [removed: 14.](#i36f5491dc0024bca8973db0964c5db1b_76)] [added: 14.](#i237a47f7cc7d454995e02b773aa44472_79)] | | | [Principal Accounting Fees and [removed: Services](#i36f5491dc0024bca8973db0964c5db1b_76)] [added: Services](#i237a47f7cc7d454995e02b773aa44472_79)] | | | [removed: [51](#i36f5491dc0024bca8973db0964c5db1b_76)] [added: [52](#i237a47f7cc7d454995e02b773aa44472_79)] | | |

| [Item [removed: 15.](#i36f5491dc0024bca8973db0964c5db1b_82)] [added: 15.](#i237a47f7cc7d454995e02b773aa44472_85)] | | | [Exhibits and Financial Statement [removed: Schedules](#i36f5491dc0024bca8973db0964c5db1b_82)] [added: Schedules](#i237a47f7cc7d454995e02b773aa44472_85)] | | | [removed: [52](#i36f5491dc0024bca8973db0964c5db1b_82)] [added: [53](#i237a47f7cc7d454995e02b773aa44472_85)] | | |

| [Item [removed: 16.](#i36f5491dc0024bca8973db0964c5db1b_85)] [added: 16.](#i237a47f7cc7d454995e02b773aa44472_88)] | | | [Form 10-K [removed: Summary](#i36f5491dc0024bca8973db0964c5db1b_85)] [added: Summary](#i237a47f7cc7d454995e02b773aa44472_88)] | | | [removed: [52](#i36f5491dc0024bca8973db0964c5db1b_85)] [added: [53](#i237a47f7cc7d454995e02b773aa44472_88)] | | |

[Table of [removed: Contents](#i36f5491dc0024bca8973db0964c5db1b_7)][added: Contents](#i237a47f7cc7d454995e02b773aa44472_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, ongoing developments related to Ukraine, and the [removed: Israel-Hamas war.][added: conflict in the Middle East.]

*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, ongoing developments related to Ukraine, and the [removed: Israel-Hamas war] [added: conflict in the Middle East] 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, ongoing developments related to Ukraine, and the [removed: Israel-Hamas war.][added: conflict in the Middle East.]

| [PART I](#i237a47f7cc7d454995e02b773aa44472_13) | | | | | | | | |

| [PART II](#i237a47f7cc7d454995e02b773aa44472_34) | | | | | | | | |

| [PART IV](#i237a47f7cc7d454995e02b773aa44472_82) | | | | | | | | |

| [SIGNATURES](#i237a47f7cc7d454995e02b773aa44472_94) | | | | | | [E-4](#i237a47f7cc7d454995e02b773aa44472_94) | | |

[Table of Contents](#i237a47f7cc7d454995e02b773aa44472_7)

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

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

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

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

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

The Cyber SteCo, which meets [removed: monthly,] [added: regularly,] 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 [removed: Head of Digital Business Services] [added: Chief Information Officer] reports to our Head of Global Supply Chain and IT and is responsible for the operation of our cybersecurity program.

Our [removed: Head of Digital Business Services] [added: Chief Information Officer] 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 [removed: Head of Digital Business Services] [added: Chief Information Officer] also has experience implementing and leading global governance frameworks, including the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework and ISO [added: 27001.]

[Table of [removed: Contents](#i36f5491dc0024bca8973db0964c5db1b_7)][added: Contents](#i237a47f7cc7d454995e02b773aa44472_7)]

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

An experienced team of IT security professionals reports to our [removed: Head of Digital Business Services.][added: Chief Information Officer.]

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

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 [removed: and financial condition as it could cause us to incur legal liability and increased costs to respond to such events.]

Officer, who reports to our Chief Executive Officer, and our Head of Financial Processes, who reports to our Chief Financial Officer.

[Table of Contents](#i237a47f7cc7d454995e02b773aa44472_7)

and financial condition as it could cause us to incur legal liability and increased costs to respond to such events.

27001.

| [removed: Princeton,] [added: Plainsboro,] New Jersey | | | | | | Leased | | | | | | U.S. Operations | | |

| Taman Mayang Jaya, Malaysia | | | | | | Building Owned; | | | | | | Other Operations | | |

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

[Table of Contents](#i237a47f7cc7d454995e02b773aa44472_7)

At January [removed: 25, 2024,] [added: 22, 2025,] there were [removed: 35] [added: 30] holders of record of common stock and [removed: 21,478,705] [added: 20,916,459] shares of common stock outstanding.

We estimate we have approximately [removed: 201,717] [added: 229,980] beneficial owners of common stock.

[Table of [removed: Contents](#i36f5491dc0024bca8973db0964c5db1b_7)][added: Contents](#i237a47f7cc7d454995e02b773aa44472_7)]

The following graph compares the cumulative total returns (assuming reinvestment of dividends) on $100 invested on December 31, [removed: 2018] [added: 2019] through December 31, [removed: 2023] [added: 2024] 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: $2.6] [added: $1.7] billion of remaining availability as of December 31, [removed: 2023.][added: 2024.]

We have purchased [removed: 31.7] [added: 32.4] million common shares since the inception of the program in 2004 through December 31, [removed: 2023,] [added: 2024,] at a total cost of [removed: $8.9] [added: $9.8] billion and an average price per share of [removed: $281.95.][added: $302.60.]

During the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] we spent [removed: $900.0] [added: $850.0] million and [removed: $1.1 billion] [added: $900.0 million] on the repurchase of [removed: 691,913] [added: 645,139] shares and [removed: 838,010] [added: 691,913] shares at an average price per share of [removed: $1,300.72] [added: $1,317.52] and [removed: $1,312.61,] [added: $1,300.72,] respectively.

We reissued [removed: 79,076] [added: 68,428] shares and [removed: 133,916] [added: 79,076] shares held in treasury for the exercise of stock options and restricted stock units during [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

In addition, we incurred [added: $7.8 million and] $8.1 million of excise tax during the [removed: year] [added: years] ended December 31, [removed: 2023] [added: 2024 and 2023, respectively,] related to the Inflation Reduction Act which is reflected as a reduction in shareholders' equity in our consolidated financial statements.

| | | | 12/31/19 | | | 12/31/20 | | | 12/31/21 | | | 12/31/22 | | | 12/31/23 | | | 12/31/24 | | |

| Mettler-Toledo | | | $100 | | | $144 | | | $214 | | | $182 | | | $153 | | | $154 | | |

| S&P 500 Index | | | $100 | | | $118 | | | $152 | | | $125 | | | $158 | | | $197 | | |

| SIC Code 3826 Index | | | $100 | | | $140 | | | $194 | | | $152 | | | $143 | | | $142 | | |

[Table of Contents](#i237a47f7cc7d454995e02b773aa44472_7)

| October 1 to October 31, 2024 | | | | | | 55,724 | | | | | | $ | 1,397.00 | | | | | 55,724 | | | | | | $ | 1,843,087 | |

| November 1 to November 30, 2024 | | | | | | 56,145 | | | | | | 1,261.32 | | | | | | 56,145 | | | | | | 1,772,269 | | |

| December 1 to December 31, 2024 | | | | | | 50,857 | | | | | | 1,255.15 | | | | | | 50,857 | | | | | | 1,708,435 | | |

| Total | | | | | | 162,726 | | | | | | $ | 1,305.85 | | | | | 162,726 | | | | | | $ | 1,708,435 | |

| | | | 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 | | |

| 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 | |

[Table of Contents](#i36f5491dc0024bca8973db0964c5db1b_7)

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on our assessment, we concluded that, as of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[Table of Contents](#i237a47f7cc7d454995e02b773aa44472_7)

[Table of [removed: Contents](#i36f5491dc0024bca8973db0964c5db1b_7)][added: Contents](#i237a47f7cc7d454995e02b773aa44472_7)]

| Patrick Kaltenbach | | | | | | [removed: 60] [added: 61] | | | | | | President and Chief Executive Officer | | |

| Marc de La Guéronnière | | | | | | [removed: 60] [added: 61] | | | | | | Head of European and North American Market Organizations | | |

| Gerhard Keller | | | | | | [removed: 56] [added: 57] | | | | | | Head of Process Analytics | | |

| Christian Magloth | | | | | | [removed: 58] [added: 59] | | | | | | Head of Human Resources | | |

| Shawn P. Vadala | | | | | | [removed: 55] [added: 56] | | | | | | Chief Financial Officer | | |

| Richard Wong | | | | | | [removed: 59] [added: 60] | | | | | | Head of Asia/Pacific | | |

[Table of [removed: Contents](#i36f5491dc0024bca8973db0964c5db1b_7)][added: Contents](#i237a47f7cc7d454995e02b773aa44472_7)]

The remaining information called for by this item is incorporated by reference from the discussion in the sections “Proposal One: Election of Directors,” “Board of Directors — General Information,” “Board of Directors — Operation,” [added: “Insider Trading Policy] and [added: Procedures,” and] “Additional Information — Section 16(a) Beneficial Ownership Reporting Compliance” in the [removed: 2024] [added: 2025] Proxy Statement.

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: 2024] [added: 2025] Proxy Statement is incorporated by reference herein.

The information appearing in the section “Share Ownership” in the [removed: 2024] [added: 2025] Proxy Statement is incorporated by reference herein.

Information appearing in “Securities Authorized for Issuance under Equity Compensation Plans as of December 31, [removed: 2023”] [added: 2024”] 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: 2024] [added: 2025] Proxy Statement is incorporated by reference herein.

Information appearing in the section “Audit Committee Report” in the [removed: 2024] [added: 2025] Proxy Statement is hereby incorporated by reference.

[Table of [removed: Contents](#i36f5491dc0024bca8973db0964c5db1b_7)][added: Contents](#i237a47f7cc7d454995e02b773aa44472_7)]

[Table of [removed: Contents](#i36f5491dc0024bca8973db0964c5db1b_7)][added: Contents](#i237a47f7cc7d454995e02b773aa44472_7)]

| [3.2](http://www.sec.gov/Archives/edgar/data/1037646/000103764622000032/mtvinalbylawsforformnovemb.htm) | | | [Second Amended and Restated By-laws of the Company, effective as of November 3, 2022](http://www.sec.gov/Archives/edgar/data/1037646/000103764622000032/mtvinalbylawsforformnovemb.htm) [removed: (24)] [added: (17)] | | |

| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000008/exhibit43descriptionofcapi.htm)] [added: [4.4](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex44descriptionofcapit.htm)*] | | | [Description of Capital [removed: Stock](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000008/exhibit43descriptionofcapi.htm)(2)] [added: Stock](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex44descriptionofcapit.htm)] | | |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000031/exhibit1012021amendmentno5.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1037646/000103764624000019/amendmentno7tocreditagre.htm)] | | | [Credit Agreement among Mettler-Toledo International Inc., certain of its subsidiaries, JPMorgan Chase Bank, N.A., and certain other financial institutions, dated as of [removed: June 25, 2021](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000031/exhibit1012021amendmentno5.htm)(3)] [added: May 30, 2024](https://www.sec.gov/Archives/edgar/data/1037646/000103764624000019/amendmentno7tocreditagre.htm)(2)] | | |

| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000028/a2013-asupplementtonotepur.htm)] [added: [10.7](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2014npa20.htm)] | | | [removed: [Note] [added: [Second Amendment to Note] Purchase [removed: Supplement] [added: Agreement] dated as of [removed: July 29, 2013 by and among Mettler-Toledo International Inc., Aviva Life and Annuity Company, and Teachers Insurance and Annuity Association of America] [added: December 23, 2021] to [removed: a] [added: the] Note Purchase Agreement dated [removed: October 10, 2012] [added: as of June 27, 2014, entered into] by and among Mettler-Toledo International Inc., [added: Life Insurance Company of North America, New York Life Group Insurance Company of NY, Erie Family Life Insurance Company, Metropolitan Life Insurance Company,] Massachusetts Mutual Life Insurance Company, [removed: C.M.] [added: Yf] Life Insurance [removed: Company, MassMutual Asia] [added: International] Limited, [removed: The Lincoln National] [added: Banner] Life Insurance Company, [removed: Lincoln] [added: Great-West] Life & Annuity [removed: Company of New York, and Aviva Life] [added: Insurance Company, Teachers Insurance] and Annuity [removed: Company Royal Neighbors] [added: Association] of [removed: America](http://www.sec.gov/Archives/edgar/data/1037646/000103764613000028/a2013-asupplementtonotepur.htm)(5)] [added: America, Connecticut General Life Insurance Company, and Healthspring Life & Health Insurance Company, Inc.](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2014npa20.htm)(11)] | | |

| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2012npa20.htm)] [added: [10.10](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2015npa20.htm)] | | | [Second Amendment to Note Purchase Agreement dated as of December 23, [removed: 2021] [added: 2021,] to the Note Purchase Agreement dated as of [removed: October 10, 2012,] [added: March 31, 2015,] entered into by and among Mettler-Toledo International [removed: Inc, The Lincoln National] [added: Inc., Metropolitan] Life Insurance Company, [removed: Lincoln Life & Annuity Company of New York, Massachusetts Mutual] [added: Brighthouse] Life Insurance Company, [removed: Massmutual Asia Limited, C.M.] [added: Massachusetts Mutual] Life Insurance Company, [removed: Yf Life Insurance International Limited, Athene Annuity] and [added: Great-West] Life [removed: Assurance Company, Royal Neighbors of America and Teachers Insurance and] [added: &] Annuity [removed: Association] [added: Insurance Company] of [removed: America](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2012npa20.htm)(12)] [added: New York.](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2015npa20.htm)(11)] | | |

| [10.5](http://www.sec.gov/Archives/edgar/data/1037646/000103764614000020/exhibit41notepurchaseagree.htm) | | | [Note Purchase Agreement dated as of June 27, 2014 by and among Mettler-Toledo International Inc., Babson Capital Management LLC, Cigna Investments, Inc., and Teachers Insurance and Annuity Association of [removed: America](http://www.sec.gov/Archives/edgar/data/1037646/000103764614000020/exhibit41notepurchaseagree.htm)(6)] [added: America](http://www.sec.gov/Archives/edgar/data/1037646/000103764614000020/exhibit41notepurchaseagree.htm)(5)] | | |

| [10.6](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000013/exhibit993firstamendmentto.htm) | | | [First Amendment to Note Purchase Agreement dated as of June 27, 2014 by and among Mettler-Toledo International Inc., Babson Capital Management LLC, Cigna Investments, Inc., and Teachers Insurance and Annuity Association of [removed: America](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000013/exhibit993firstamendmentto.htm)(20)] [added: America](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000013/exhibit993firstamendmentto.htm)(16)] | | |

| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2014npa20.htm)] [added: [10.16](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmentto2020npa2021.htm)] | | | [removed: [Second] [added: [First] Amendment to Note Purchase Agreement dated as of December 23, 2021 to the Note Purchase Agreement dated as of [removed: June 27, 2014,] [added: December 16, 2020,] entered into by and among Mettler-Toledo International Inc., [added: Pruco] Life Insurance [added: Company, The Prudential Insurance] Company of [removed: North] America, [removed: New York] [added: American General] Life [removed: Group] Insurance [added: Company, The United States Life Insurance] Company [added: in the City] of [removed: NY, Erie Family] [added: New York, The Variable Annuity] Life Insurance Company, [removed: Metropolitan] [added: Athene Annuity and] Life [removed: Insurance] Company, [removed: Massachusetts Mutual] [added: Jackson National] Life Insurance Company, [removed: Yf Life Insurance International Limited, Banner] [added: The Lincoln National] Life Insurance Company, [removed: Great-West] [added: Lincoln] Life & Annuity [removed: Insurance Company, Teachers Insurance and Annuity Association] [added: Company] of [removed: America, Connecticut General] [added: New York, Metlife Insurance K.K., Metropolitan] Life Insurance Company, and [removed: Healthspring] [added: The Northwestern Mutual] Life [removed: & Health] Insurance [removed: Company, Inc.](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2014npa20.htm)(12)] [added: Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmentto2020npa2021.htm)(11)] | | |

| [10.8](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000011/exhibit41euronotepurchasea.htm) | | | [Note Purchase Agreement dated as of March 31, 2015 by and among Mettler-Toledo International Inc., Metropolitan Life Insurance Company, MetLife Insurance Company USA, OMI MLIC Investments Limited, and Massachusetts Mutual Life Insurance [removed: Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000011/exhibit41euronotepurchasea.htm)(7)] [added: Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000011/exhibit41euronotepurchasea.htm)(6)] | | |

| [10.9](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000013/exhibit992firstamendmentto.htm) | | | [First Amendment to Note Purchase Agreement dated as of March 31, 2015 by and among Mettler-Toledo International Inc., Metropolitan Life Insurance Company, MetLife Insurance Company USA, OMI MLIC Investments Limited, and Massachusetts Mutual Life Insurance [removed: Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000013/exhibit992firstamendmentto.htm)(20)] [added: Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764615000013/exhibit992firstamendmentto.htm)(16)] | | |

| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2015npa20.htm)] [added: [10.12](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttoapril2019n.htm)] | | | [removed: [Second] [added: [First] Amendment to Note Purchase Agreement dated as of December 23, [removed: 2021,] [added: 2021] to the Note Purchase Agreement dated as of [removed: March 31, 2015,] [added: April 18, 2019,] entered into by and among Mettler-Toledo International Inc., [removed: Metropolitan Life] [added: Metlife] Insurance [removed: Company,] [added: K.K.,] Brighthouse Life Insurance Company, [removed: Massachusetts Mutual] [added: Brighthouse Reinsurance Company of Delaware, Transatlantic Reinsurance Company, Pensionskasse Des Bundes Publica, Ensign Peak Advisors, Inc., Clifton Park Capital Management, LLC,] Life Insurance [removed: Company,] [added: Company of North America,] and [removed: Great-West] [added: New York] Life [removed: & Annuity] [added: Group] Insurance Company of [removed: New York.](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/secondamendmentto2015npa20.htm)(12)] [added: NY](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttoapril2019n.htm)(11)] | | |

| [removed: [10.11](http://www.sec.gov/Archives/edgar/data/1037646/000103764619000013/a8-k20192029seniornotes.htm)] [added: [10.11](https://www.sec.gov/Archives/edgar/data/1037646/000103764619000013/mettler2019npaexecutioncop.htm)] | | | [Note Purchase Agreement dated as of April 18, 2019 by and among Mettler-Toledo International Inc., Connecticut General Life Insurance Company, Life Insurance Company of North America, Cigna Health and Life Insurance Company, MetLife Insurance K.K., Brighthouse Life Insurance Company, Brighthouse Reinsurance Company of Delaware, Transatlantic Reinsurance Company, and Pensionskasse des Bundes [removed: PUBLICA](http://www.sec.gov/Archives/edgar/data/1037646/000103764619000013/a8-k20192029seniornotes.htm)(8)] [added: PUBLICA](https://www.sec.gov/Archives/edgar/data/1037646/000103764619000013/mettler2019npaexecutioncop.htm)(7)] | | |

| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttoapril2019n.htm)] [added: [10.14](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttonovember20.htm)] | | | [First Amendment to Note Purchase Agreement dated as of December 23, 2021 to the Note Purchase Agreement dated as of [removed: April 18,] [added: November 6,] 2019, entered into by and among Mettler-Toledo International Inc., Metlife Insurance K.K., [removed: Brighthouse] [added: Metropolitan Tower] Life Insurance Company, [removed: Brighthouse Reinsurance Company of Delaware, Transatlantic Reinsurance Company,] Pensionskasse Des Bundes Publica, [removed: Ensign Peak Advisors, Inc., Clifton Park Capital Management, LLC,] [added: The Northwestern Mutual] Life Insurance [added: Company, The Prudential Insurance] Company of [removed: North] America, [added: Athene Annuity] and [removed: New York] Life [added: Company, Athene Annuity & Life Assurance Company, The Lincoln National Life Insurance Company, Swiss Re Life & Health America Inc., Zurich American Insurance Company Master Retirement Trust, The Northwestern Mutual Life Insurance Company, The Northwestern Mutual Life Insurance Company for its] Group [added: Annuity Separate Account, Physicians Mutual] Insurance [added: Company, Prudential Term Reinsurance Company, The Gibraltar Life Insurance Co., Ltd., American General Life Insurance Company, and The United States Life Insurance] Company [added: in the City] of [removed: NY](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttoapril2019n.htm)(12)] [added: New York](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttonovember20.htm)(11)] | | |

| [removed: [10.13](http://www.sec.gov/ix?doc=/Archives/edgar/data/1037646/000103764619000044/mtd8-kx2019euroandseni.htm)] [added: [10.13](https://www.sec.gov/Archives/edgar/data/1037646/000103764619000044/exhibit41mettler-toled.htm)] | | | [Note Purchase Agreement dated as of November 6, 2019 by and among Mettler-Toledo International Inc., Metlife Insurance K.K., Metropolitan Tower Life Insurance Company, Pensionskasse des Bundes PUBLICA, The Northwestern Mutual Life Insurance Company, The Prudential Insurance Company of America, Athene Annuity and Life Company, Athene Annuity & Life Assurance Company, and The Lincoln National Life Insurance [removed: Company](http://www.sec.gov/ix?doc=/Archives/edgar/data/1037646/000103764619000044/mtd8-kx2019euroandseni.htm)(9)] [added: Company](https://www.sec.gov/Archives/edgar/data/1037646/000103764619000044/exhibit41mettler-toled.htm)(8)] | | |

| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttonovember20.htm)] [added: [10.18](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttomay2021npa.htm)] | | | [First Amendment to Note Purchase Agreement dated as of December 23, 2021 to the Note Purchase Agreement dated as of [removed: November 6, 2019,] [added: May 18, 2021,] entered into by and among Mettler-Toledo International Inc., [removed: Metlife Insurance K.K., Metropolitan Tower] [added: Gibraltar Universal] Life [removed: Insurance] [added: Reinsurance] Company, [removed: Pensionskasse Des Bundes Publica, The Northwestern Mutual] [added: Highmark Inc., Pruco] Life Insurance Company, The Prudential Insurance Company of America, [removed: Athene] [added: American General Life Insurance Company, The Variable] Annuity [removed: and] Life [added: Insurance] Company, Athene Annuity & Life Assurance Company, [added: American Equity Investment Life, Insurance Athene Annuity And Life Company, Venerable Insurance And Annuity Company,] The Lincoln National Life Insurance Company, [removed: Swiss Re] [added: Lincoln] Life & [removed: Health America Inc.,] [added: Annuity Company of New York,] Zurich American Insurance [removed: Company Master Retirement Trust,] [added: Company, Metropolitan Life Insurance Company, Metlife Insurance K.K.,] The Northwestern Mutual Life Insurance Company, The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account, [removed: Physicians Mutual Insurance Company, Prudential Term Reinsurance Company, The Gibraltar Life Insurance Co., Ltd., American] [added: Connecticut] General Life Insurance Company, and [removed: The United States] [added: Cigna Health and] Life Insurance [removed: Company in the City of New York](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttonovember20.htm)(12)] [added: Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmenttomay2021npa.htm)(11)] | | |

| [10.15](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm) | | | [Note Purchase Agreement dated as of December 16, 2020 by and among Mettler-Toledo International Inc., Pruco Life Insurance Company, The Prudential Insurance Company of America, American General Life Insurance Company, The United States Life Insurance Company in the City of New York, The Variable Annuity Life Insurance Company, Athene Annuity and Life Company, Jackson National Life Insurance Company, The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New York, MetLife Insurance K.K., Metropolitan Life Insurance Company, and The Northwestern Mutual Life Insurance [removed: Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm)(10)] [added: Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000036/exhibit41mettler-toledodec.htm)(9)] | | |

| [removed: [10.16](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmentto2020npa2021.htm)] [added: [10.17](http://www.sec.gov/Archives/edgar/data/0001037646/000103764621000023/exhibit41mettler-toledomay.htm)] | | | [removed: [First Amendment to Note] [added: [Note] Purchase Agreement dated as of [removed: December 23,] [added: May 18,] 2021 [removed: to the Note Purchase Agreement dated as of December 16, 2020, entered into] by and among Mettler-Toledo International Inc., [added: Gibraltar Universal Life Reinsurance Company, Highmark Inc.,] Pruco Life Insurance Company, The Prudential Insurance Company of America, American General Life Insurance Company, The [removed: United States] [added: Variable Annuity] Life Insurance [removed: Company in the City of New York, The Variable] [added: Company, Athene] Annuity [added: &] Life [added: Assurance Company, American Equity Investment Life] Insurance Company, Athene Annuity and Life Company, [removed: Jackson National Life] [added: Venerable] Insurance [added: and Annuity] Company, The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New York, [added: Zurich American Insurance Company, Metropolitan Life Insurance Company,] Metlife Insurance K.K., [removed: Metropolitan] [added: The Northwestern Mutual] Life Insurance Company, [removed: and] The Northwestern Mutual Life Insurance [removed: Company](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/firstamendmentto2020npa2021.htm)(12)] [added: Company for its Group Annuity Separate Account, Connecticut General Life Insurance Company, and Cigna Health and Life Insurance Company](http://www.sec.gov/Archives/edgar/data/0001037646/000103764621000023/exhibit41mettler-toledomay.htm)(10)] | | |

| [removed: [10.17](http://www.sec.gov/Archives/edgar/data/0001037646/000103764621000023/exhibit41mettler-toledomay.htm)] [added: [10.19](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/npausd-denominatedwinter20.htm)] | | | [Note Purchase Agreement dated as of [removed: May 18,] [added: December 23,] 2021 by and among Mettler-Toledo International Inc., [added: The Lincoln National Life Insurance Company, Metropolitan Life Insurance Company, MetLife Insurance K.K., Lockheed Martin Investment Management Company, Metropolitan Tower Life Insurance Company, The Northwestern Mutual Life Insurance Company,] Gibraltar Universal Life Reinsurance Company, [removed: Highmark Inc., Pruco Life] [added: Prudential Legacy] Insurance [added: Company of New Jersey, Prudential Universal Reinsurance] Company, The Prudential Insurance Company of America, [removed: American General] [added: PICA Hartford] Life Insurance [removed: Company,] [added: Comfort Trust,] The [removed: Variable Annuity] [added: Northwestern Mutual] Life Insurance [removed: Company, Athene] [added: Company for its Group] Annuity [removed: & Life Assurance Company,] [added: Separate Account,] American [removed: Equity Investment] [added: General] Life Insurance Company, [removed: Athene] [added: The Variable] Annuity [removed: and] Life [removed: Company, Venerable] Insurance [removed: and Annuity] Company, [removed: The Lincoln National] [added: Massachusetts Mutual] Life Insurance Company, [removed: Lincoln] [added: Great-West] Life & Annuity [added: Insurance] Company of New York, [removed: Zurich American Insurance Company, Metropolitan] [added: New York] Life Insurance Company, [removed: Metlife Insurance K.K., The Northwestern Mutual] [added: New York] Life Insurance [added: and Annuity] Company, [removed: The Northwestern Mutual] [added: New York] Life Insurance [removed: Company for its Group] [added: and] Annuity [removed: Separate Account, Connecticut General] [added: Corporation Institutionally Owned] Life Insurance [removed: Company, and Cigna Health] [added: Separate Account,] and [removed: Life] [added: Teachers] Insurance [removed: Company](http://www.sec.gov/Archives/edgar/data/0001037646/000103764621000023/exhibit41mettler-toledomay.htm)(11)] [added: and Annuity Association of America](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/npausd-denominatedwinter20.htm)(11)] | | |

| [removed: [10.19](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/npausd-denominatedwinter20.htm)] [added: [10.20](http://www.sec.gov/Archives/edgar/data/1037646/000103764622000036/exhibit41notepurchaseagree.htm)] | | | [Note Purchase Agreement dated as of December [removed: 23, 2021] [added: 16, 2022] by and among Mettler-Toledo International Inc., [removed: The Lincoln National] [added: Brighthouse] Life Insurance Company, [removed: Metropolitan] [added: Missouri Reinsurance, Inc., Homesteaders] Life [removed: Insurance] Company, [removed: MetLife Insurance K.K., Lockheed Martin Investment Management] [added: Employers Mutual Casualty] Company, [removed: Metropolitan Tower] [added: John Hancock Pension Plan, EMC National] Life [removed: Insurance] Company, The Northwestern Mutual [removed: Life Insurance Company, Gibraltar Universal Life Reinsurance Company, Prudential Legacy Insurance Company of New Jersey, Prudential Universal Reinsurance Company, The Prudential Insurance Company of America, PICA Hartford Life Insurance Comfort Trust,] [added: Investment,] The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account, [removed: American General Life] [added: Teachers] Insurance [removed: Company, The Variable] [added: and] Annuity [added: Association of America, Independent] Life Insurance Company, [removed: Massachusetts Mutual] [added: Aaraugische Pensionskasse, BCBSM, Inc. DBA Blue Cross and Blue Shield of Minnesota, The Prudential Gibraltar Financial] Life Insurance [removed: Company, Great-West Life & Annuity] [added: Co., LTD, The Prudential] Insurance Company of [removed: New York,] [added: America,] New York Life Insurance Company, New York Life Insurance and Annuity [removed: Company,] [added: Corporation,] New York Life Insurance and Annuity Corporation Institutionally Owned Life [removed: Insurance Separate Account, and Teachers Insurance and Annuity Association] [added: Insurance, The Bank] of [removed: America](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000052/npausd-denominatedwinter20.htm)(12)] [added: New York Mellon](http://www.sec.gov/Archives/edgar/data/1037646/000103764622000036/exhibit41notepurchaseagree.htm) (18)] | | |

| [10.21](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w23.htm)† | | | [Mettler-Toledo International Inc. 2007 Share Plan, effective February 7, [removed: 2008](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w23.htm)(13)] [added: 2008](http://www.sec.gov/Archives/edgar/data/1037646/000095015208001167/l29980aexv10w23.htm)(12)] | | |

| [10.22](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000041/s-82013equityincentiveplan.htm)† | | | [Mettler-Toledo International Inc. 2013 Equity Incentive Plan, (Amended and Restated effective May 6, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000041/s-82013equityincentiveplan.htm)(14)] [added: 2021)](http://www.sec.gov/Archives/edgar/data/1037646/000103764621000041/s-82013equityincentiveplan.htm)(13)] | | |

| [removed: [10.23](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1023formofrestr.htm)†] [added: [10.23](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1023formofrestricted.htm)†*] | | | [Form of Restricted Stock Unit [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1023formofrestr.htm)(4)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1023formofrestricted.htm)] | | |

| [removed: [10.24](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1025performance.htm)†] [added: [10.24](https://www.sec.gov/Archives/edgar/data/1037646/000103764622000008/exhibit1023formofperforman.htm)†] | | | [Form of Performance Share Unit [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1025performance.htm)(23)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1037646/000103764622000008/exhibit1023formofperforman.htm)(19)] | | |

| [removed: [10.26](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1026formofstock.htm)†] [added: [10.26](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1026formofstockoptio.htm)†*] | | | [Form of Stock Option Agreement [removed: Directors](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1026formofstock.htm)(4)] [added: Directors](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1026formofstockoptio.htm)] | | |

| [removed: [10.27](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1027formofstock.htm)†] [added: [10.27](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1027formofstockoptio.htm)†*] | | | [Form of Stock Option [removed: Agreement CEO](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1027formofstock.htm)(4)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1027formofstockoptio.htm)] | | |

| [removed: [10.28](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1028formofstock.htm)†] [added: [10.58†](https://www.sec.gov/Archives/edgar/data/1037646/000103764624000007/performanceoptionagreeme.htm)] | | | [Form of [added: Nonqualified Performance] Stock Option [removed: Agreement NEOs](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1028formofstock.htm)(4)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1037646/000103764624000007/performanceoptionagreeme.htm)(4)] | | |

| [removed: [10.29](http://www.sec.gov/Archives/edgar/data/0001037646/000103764621000008/exhibit1029non-employeedir.htm)†] [added: [10.29](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1029directorshareawa.htm)†*] | | | [removed: [Non-Employee] [added: [Employee] Director Share Award [removed: Agreement](http://www.sec.gov/Archives/edgar/data/0001037646/000103764621000008/exhibit1029non-employeedir.htm)(2)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1029directorshareawa.htm)] | | |

| [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, 2022](http://www.sec.gov/Archives/edgar/data/1037646/000103764623000005/mtd_ex10322022pobsplusregu.htm) [removed: (24)] [added: (20)] | | |

| [10.50](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w57.htm)† | | | [Employment Agreement between Marc de La Guéronnière and Mettler-Toledo International Inc., dated as of January 27, [removed: 2011](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w57.htm)(16)] [added: 2011](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w57.htm)(14)] | | |

| [10.51](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000034/ex-101employmentagreementb.htm)† | | | [Employment Agreement between Patrick Kaltenbach and Mettler-Toledo International Inc., dated as of December 14, [removed: 2020](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000034/ex-101employmentagreementb.htm)(19)] [added: 2020](http://www.sec.gov/Archives/edgar/data/1037646/000103764620000034/ex-101employmentagreementb.htm)(15)] | | |

| [10.52](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w58.htm)† | | | [Employment Agreement between Christian Magloth and Mettler-Toledo International Inc., dated as of March 22, [removed: 2010](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w58.htm)(16)] [added: 2010](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w58.htm)(14)] | | |

| [10.53](http://www.sec.gov/Archives/edgar/data/1037646/000103764618000026/mtdexhibit1057employmentag.htm)† | | | [Employment Agreement between Gerhard Keller and Mettler-Toledo International Inc., dated as of April 27, [removed: 2018](http://www.sec.gov/Archives/edgar/data/1037646/000103764618000026/mtdexhibit1057employmentag.htm)(19)] [added: 2018](http://www.sec.gov/Archives/edgar/data/1037646/000103764618000026/mtdexhibit1057employmentag.htm)(15)] | | |

| [10.54](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1059employmenta.htm)† | | | [Employment Agreement between Shawn P. Vadala and Mettler-Toledo International Inc., dated as of October 24, [removed: 2016](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1059employmenta.htm)(4)] [added: 2016](http://www.sec.gov/Archives/edgar/data/1037646/000103764617000004/mtd_exhibit1059employmenta.htm)(3)] | | |

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

| [10.56](http://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, [removed: 2008](http://www.sec.gov/Archives/edgar/data/1037646/000103764623000005/wongemploymentagreement.htm)(24)] [added: 2008](http://www.sec.gov/Archives/edgar/data/1037646/000103764623000005/wongemploymentagreement.htm)(20)] | | |

| [removed: [10.57†*](https://www.sec.gov/Archives/edgar/data/1037646/000103764624000007/final-mtclawbackpolicy20.htm)] [added: [97](https://www.sec.gov/Archives/edgar/data/1037646/000103764624000007/final-mtclawbackpolicy20.htm)[†](https://www.sec.gov/Archives/edgar/data/1037646/000103764624000007/performanceoptionagreeme.htm)] | | | [Mettler-Toledo International Inc. Compensation Recoupment (Clawback) Policy, Effective November 9, [removed: 2023](https://www.sec.gov/Archives/edgar/data/1037646/000103764624000007/final-mtclawbackpolicy20.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/1037646/000103764624000007/final-mtclawbackpolicy20.htm)(5)] | | |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/1037646/000103764624000007/mtd_exhibit2112312023.htm)*] [added: [21](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_exhibit2112312024.htm)*] | | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/1037646/000103764624000007/mtd_exhibit2112312023.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_exhibit2112312024.htm)] | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1037646/000103764624000007/mtd_exhibit23112312023.htm)*] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_exhibit23112312024.htm)*] | | | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/1037646/000103764624000007/mtd_exhibit23112312023.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_exhibit23112312024.htm)] | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1037646/000103764624000007/mtd_exhibit311x12312023.htm)*] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_exhibit311x12312024.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/1037646/000103764624000007/mtd_exhibit311x12312023.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_exhibit311x12312024.htm)] | | |

[Table of Contents](#i237a47f7cc7d454995e02b773aa44472_7)

| [10.59†](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1059maglothamendedem.htm)* | | | [Amended Employment Agreement between Christian Magloth and Mettler-Toledo International Inc., dated as of October 10, 2024](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1059maglothamendedem.htm) | | |

| [19.1](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex191insidertradingpol.htm)* | | | [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex191insidertradingpol.htm) | | |

| [19.2](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex192insidertradingpol.htm)* | | | [Insider Trading Policy for Directors, Officers, and Designated Employees](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex192insidertradingpol.htm) | | |

[Table of Contents](#i237a47f7cc7d454995e02b773aa44472_7)

[Table of Contents](#i237a47f7cc7d454995e02b773aa44472_7)

| | | | | | |

| /s/Brian Shepherd | | | | | | Director | | |

| Brian Shepherd | | | | | | | | |

| | | | | | |

[Table of Contents](#i237a47f7cc7d454995e02b773aa44472_7)

[Table of Contents](#i237a47f7cc7d454995e02b773aa44472_7)

February 7, 2025

[Table of Contents](#i237a47f7cc7d454995e02b773aa44472_7)

[Table of Contents](#i237a47f7cc7d454995e02b773aa44472_7)

| Net earnings | | | $ | 863,140 | | | | | $ | 788,778 | | | | | $ | 872,502 | |

[Table of Contents](#i237a47f7cc7d454995e02b773aa44472_7)

| | | | 2024 | | | | | | 2023 | | |

| Goodwill | | | 668,914 | | | | | | 670,108 | | |

[Table of Contents](#i237a47f7cc7d454995e02b773aa44472_7)

| Exercise of stock options and restricted stock units | | | 68,428 | | | | | | — | | | | | | 5,936 | | | | | | 20,259 | | | | | | (2,476) | | | | | | — | | | | | | 23,719 | | |

| Repurchases of common stock | | | (645,139) | | | | | | — | | | | | | — | | | | | | (849,997) | | | | | | — | | | | | | — | | | | | | (849,997) | | |

| Excise tax on net repurchases of common stock | | | — | | | | | | — | | | | | | — | | | | | | (7,750) | | | | | | — | | | | | | — | | | | | | (7,750) | | |

| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 863,140 | | | | | | — | | | | | | 863,140 | | |

| Balance at December 31, 2024 | | | 20,949,461 | | | | | | $ | 448 | | | | | $ | 897,025 | | | | | $ | (9,049,925) | | | | | $ | 8,371,420 | | | | | $ | (345,858) | | | | | $ | (126,890) | |

[Table of Contents](#i237a47f7cc7d454995e02b773aa44472_7)

| Net earnings | | | $ | 863,140 | | | | | $ | 788,778 | | | | | $ | 872,502 | |

| Amortization | | | 72,869 | | | | | | 72,213 | | | | | | 66,239 | | |

| Non-cash discrete tax benefit | | | (22,982) | | | | | | — | | | | | | — | | |

| Payments of excise tax on repurchases of common stock | | | (8,089) | | | | | | — | | | | | | — | | |

| | | | | | |

The Company adopted these annual disclosure requirements on a retrospective basis in 2024.

See Note 18 for the required reportable segments disclosures.

In November 2024, the FASB issued ASU 2024-03: Disaggregation of Income Statement Expenses, which requires disclosures about the nature of expenses presented on the face of the income statement.

| Product Revenue | | | $ | 1,042,479 | | | | | $ | 174,484 | | | | | $ | 593,502 | | | | | $ | 565,118 | | | | | $ | 554,645 | | | | | $ | 2,930,228 | |

| Point in time | | | 290,266 | | | | | | 31,746 | | | | | | 176,459 | | | | | | 45,587 | | | | | | 140,162 | | | | | | 684,220 | | |

| Over time | | | 96,757 | | | | | | 12,350 | | | | | | 88,041 | | | | | | 17,742 | | | | | | 43,023 | | | | | | 257,913 | | |

| Total | | | $ | 1,429,502 | | | | | $ | 218,580 | | | | | $ | 858,002 | | | | | $ | 628,447 | | | | | $ | 737,830 | | | | | $ | 3,872,361 | |

The Company paid $10.0 million for contingent consideration in both 2022 and 2023.

In 2022, $7.9 million is included in financing activities and $2.1 million is included in operating activities for the amount not accrued at the acquisition date on the Consolidated Statement of Cash Flows.

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

| [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 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) | | |

| [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) | | |

*(21)Incorporated by reference to the Company's Report on Form 8-K dated November 8, 2022*

*(22)Incorporated by reference to the Company's Report on Form 8-K dated December 23, 2022*

*(23)Incorporated by reference to the Company’s Report on Form 10-K dated February 11, 2022*

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

| /s/Robert F. Spoerry | | | | | | Director | | |

| Robert F. Spoerry | | | | | | | | |

February 9, 2024

| Balance at December 31, 2020 | | | 23,471,841 | | | | | | $ | 448 | | | | | $ | 805,140 | | | | | $ | (5,283,584) | | | | | $ | 5,095,596 | | | | | $ | (334,925) | | | | | $ | 282,675 | |

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

| Repurchases of common stock | | | (739,486) | | | | | | — | | | | | | — | | | | | | (999,998) | | | | | | — | | | | | | — | | | | | | (999,998) | | |

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

| Increase in acquisition contingent consideration | | | — | | | | | | — | | | | | | 6,849 | | |

| Other | | | — | | | | | | — | | | | | | 381 | | |

In November 2021, the FASB issued ASU 2021-10: Government Assistance, which increases the transparency of government assistance including the disclosure of the types of assistance, an entity's accounting for the assistance, and the effect of the assistance on an entity's financial statements.

The Company early adopted this guidance on a prospective basis in the fourth quarter of 2021.

The adoption of this guidance did not have a material impact on the Company's disclosures.

| Product Revenue | | | $ | 1,004,891 | | | | | $ | 135,987 | | | | | $ | 600,527 | | | | | $ | 707,355 | | | | | $ | 511,855 | | | | | $ | 2,960,615 | |

| Point in time | | | 218,306 | | | | | | 26,764 | | | | | | 151,656 | | | | | | 48,343 | | | | | | 120,860 | | | | | | 565,929 | | |

| Over time | | | 64,786 | | | | | | 8,882 | | | | | | 77,578 | | | | | | 15,953 | | | | | | 24,187 | | | | | | 191,386 | | |

| Total | | | $ | 1,287,983 | | | | | $ | 171,633 | | | | | $ | 829,761 | | | | | $ | 771,651 | | | | | $ | 656,902 | | | | | $ | 3,717,930 | |

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

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

During the fourth quarter of 2021, the Company increased the contingent consideration obligation to $20.0 million, based upon actual results and future financial projections, plus related obligations of $0.3 million due to the sellers.

The $6.8 million increase to the contingent consideration and related obligations to the sellers was recorded in other charges (income), net.

As of December 31, 2023, the $20.0 million of additional consideration has been paid.

Goodwill recorded in connection with the acquisition totaled $93.1 million, which is deductible for tax purposes.

Identified intangible finite-lived assets acquired include customer relationships of $78.6 million, technology and patents of $21.7 million, trade name of $3.4 million, and other intangibles of $2.4 million.

The Company used variations of the income statement approach in determining the fair value of the intangible assets acquired.

Specifically, the multi-period excess earnings method was used to determine the fair value of the customer relationships acquired and the relief from royalty method was used to determine the fair value of the technology and patents.

The Company's determination of the fair value of the intangible assets acquired involved the use of significant estimates and assumptions principally related to revenue growth, royalty, and customer attrition rates.

The identifiable finite-lived intangible assets are being amortized on a straight-line basis over periods of 5 to 20 years and the annual aggregate amortization expense is estimated at $6.9 million.

Net tangible assets acquired were $7.4 million and were recorded at fair value in the consolidated financial statements.

All of the acquired assets are included in the Company's U.S. Operations segment.

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

The initial cash payment was $20.2 million plus additional consideration up to EUR 3.0 million.

As of December 31, 2023, EUR 2.6 million of additional consideration has been paid and no further obligation remains.

Goodwill recorded in connection with the acquisition totaled $11.1 million, which is deductible for tax purposes.