2025
Annual Report
$4.026billion
Sales
$878million
Free Cash Flow
~18,100
Workforce
$42.73
Adjusted Earnings per Share
29.6%
Adjusted Operating Profit Margin
Portions of this report may contain “forward-looking statements” under the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are subject to risks and uncertainties that could cause actual events or results to differ materially from those
expressed in or implied by the statements. Further information concerning issues that could materially affect financial performance is
contained in the “Forward-Looking Statements Disclaimer” and “Factors Affecting Our Future Operating Results” sections of the 10-K.
METTLER TOLEDO (NYSE:MTD) is a leading global supplier of precision instruments and services. We
have strong leadership positions in all of our businesses and believe we hold global number-one market
positions in most of them. We are recognized as an innovation leader and our solutions are critical
in key R&D, quality control, and manufacturing processes for customers in a wide range of industries
including life sciences, food, and chemicals. Our sales and service network is one of the most extensive
in the industry. Our products are sold in more than 140 countries and we have a direct presence in
approximately 40 countries. With proven growth strategies and a focus on execution, we have achieved
a long-term track record of strong financial performance.
On the cover: Our NineFocus multi-parameter benchtop
meter provides precise measurements of pH, conductivity,
ion concentration, and dissolved oxygen. When paired
with our digital sensors and autosamplers, NineFocus can
significantly boost productivity and support compliance in
quality control labs. METTLER TOLEDO is a global leader
in precision laboratory instruments.
1.40
1.40
1
2025 At-a-Glance
+3%
Local currency sales
-40 basis points
Adjusted operating profit margin
+4%
Adjusted EPS
-3%
Free cash flow
(1) CAGR in USD for the period 2015 – 2025 is 5%.
(2) Represents non-GAAP financial measure; a reconciliation to U.S. GAAP metrics is provided in the appendix.
Financial Highlights
Sales by Customer Destination
Local Currency CAGR 5% (1)
29%
Europe
29%
Asia and Other
1,000
900
800
700
600
500
400
300
200
100
0
17.57
365
347
20.32
415
Free Cash Flow (2)
($ in millions)
456
42%
Americas
Adjusted Operating Profit Margin (2)
(in %)
40
35
30
25
20
15
10
29.6
CAGR 13%
12.92
14.80
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
Adjusted Earnings per Share (2)
(in dollars)
45.00
40.00
35.00
30.00
25.00
20.00
15.00
10.00
5.00
0.00
648
22.77
25.72
531
39.65
781
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
4,500
4,000
3,500
3,000
2,500
2,000
1,500
1,000
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
Sales
($ in millions)
34.01
822
21.7
908
38.03
41.11
901
2,936
2,395
2,508
2,725
3,009
3,085
3,920
3,718
3,788
3,872
4,026
42.73
878
CAGR 9%
2
R&D Laboratory
Quality Control Lab
Scale-up and Production
Our precise instruments are
the foundation of research
and quality control labs
all over the world. High-
performance weighing
solutions offer a basis for
solid R&D results. Pipettes
are an essential tool for life
science research. Thermal
analysis instruments help to
improve materials and their
thermal behavior. Automated
chemistry solutions
accelerate the development
of new chemicals.
Quality control relies on
fast and precise analytical
measurement as well as
good data management. Our
analytical balances, titrators,
pH meters, density meters,
refractometers, melting point
meters, pipettes, and UV/VIS
spectrophotometers can be
tailored to each customer’s
application. Together
with LabX software, our
instruments provide a fully
documented workflow for
every quality control lab.
Scale-up and Production
R&D Laboratory
Quality Control Lab
Providing Solutions
Across Our Customer’s Value Chain
Our sensors for measuring
critical liquid analytical
parameters, such as pH
and oxygen levels and
water conductivity and
resistivity as well as total
organic carbon, enable
pharmaceutical, biotech,
and other companies to
continuously ensure product
quality and meet regulatory
standards. Our transmitters
and connectivity solutions
make data collection and
integration into control
systems efficient and flexible.
3
Food Retail
pcs
Logistics
Food Retail
Packaging
Production and Filling
Our vehicle scale systems
offer the highest level of
accuracy and can prevent
unexpected downtime
thanks to a unique design
and remote diagnostics
capabilities. For express and
freight carriers, in-motion
weighing and dimensioning
solutions provide revenue
recovery opportunities at
highest throughputs and
read rates.
We offer highly robust and
durable industrial scales
and terminals in all sizes,
formats, and capabilities to
monitor and control various
manufacturing processes
including applications for
counting, formulation,
and weight-based quality
control. Software programs
help increase productivity,
improve product quality,
and enhance the yield of
manufacturing processes.
Product inspection solutions
help to safeguard product
quality, safety, and integrity,
inside and out. Our systems
for metal detection, check-
weighing, x-ray, and
vision inspection provide
confidence that product
quality is maintained,
compliance with industry
standards is achieved,
and consumers and
brands are protected.
Packaging
Logistics
Food Retail
From retailers’ receiving
docks to their checkout
counters, we enhance
efficient handling of fresh
goods with weighing,
packaging, pricing, wrap-
ping, and labeling solutions.
Connected scales greatly
facilitate in-store marketing,
fresh item management,
promotions, and more.
Production and Filling
Dear Fellow Investors
I am extremely proud of the resilience and agility our organization displayed in 2025 as we
successfully navigated global trade disputes and soft market conditions. Again our unique
culture was instrumental in overcoming a challenging environment. We delivered good
financial results for the year considering market conditions and tariff costs, and we made
excellent progress on many of our strategic priorities.
We continue to benefit from the execution of our global sales and marketing programs and
investments to enhance our innovative product portfolio. Our growth initiatives and targeted
investments provided tangible benefits in 2025.
2025 Financial Highlights
• Sales were $4.0 billion, an increase of 3% in local currency over 2024.
• Adjusted Operating Profit was $1.19 billion, a decline of 1%.
• Adjusted EPS was $42.73, an increase of 4%.
• Free cash flow of $878 million approximated net income and was used primarily for
share repurchases.
Local currency sales increased 3% in 2025, or 4% excluding acquisitions and the recovery
of delayed product shipments that benefited our results in 2024. While market demand in
our core segments was soft, we benefited from our strong product offering, our focus on the
more attractive, faster-growing segments of the market, and our effective execution of growth
initiatives in each region.
4
Patrick Kaltenbach
President and
Chief Executive Officer
5
Our Laboratory business capitalized on strong growth in bioproduction, offsetting market
headwinds from reduced demand in biotech and academia. Our core Industrial business
was resilient and benefited from our solutions that enable automation and digitalization.
Product Inspection leveraged its upgraded product portfolio to deliver strong sales growth
despite continued weaker market conditions in food manufacturing.
Adjusted Operating Profit declined 1% for the year. Incremental import tariffs represented a
$50 million or 5% incremental gross headwind. Our pricing and global supply chain teams
proactively implemented mitigation and optimization strategies to minimize the impact of
tariffs. We expect to fully offset current tariff costs in 2026.
As we have in recent years, we converted nearly all of our Adjusted Net Income into free
cash flow, an excellent result that allowed us to return $800 million to shareholders through
our share repurchase program. While our growth strategy is focused on organic growth, we
also completed the acquisition of several distribution partners that expanded our direct sales
and service capabilities and added new service offerings. Additionally, we acquired a small
life science equipment product line that complements our Ohaus portfolio.
Continuing Our Excellence in Sales and Marketing
Our Spinnaker sales and marketing excellence program has been pivotal in navigating
changing market conditions and capturing growth. The program continues to provide our
sales force with digital capabilities, tools, and methodologies to engage our most strategic
accounts, while helping us grow our most attractive businesses, gain market share, and
optimize our pricing.
Spinnaker 6, the recent wave of our sales, service, and marketing program to drive growth
and operational excellence, is underway in most of our market organizations around the
world. In particular, Spinnaker 6 enhances our customer experience and leverages new
possibilities offered by the digitalization of processes and customer interactions.
Through our unique big data analytics capabilities, we are targeting our most attractive
pockets of growth and optimizing opportunities in hot segments. Our TopK program provides
valuable insights into emerging investment opportunities in prioritized segments, and it
improves our cross-selling capabilities by leveraging advancements in artificial intelligence.
We will be strengthening our collection of digital tools and value-selling capabilities for
up-selling and cross-selling in 2026. This expansion will complement our existing suite
of digital tools for our direct sales force and will include new knowledge-sharing tools to
enhance pipeline management and facilitate collaborative selling. Our expanded digital
capabilities also will increase the effectiveness of our demand generation and sales force
guidance activities by optimizing the deployment of our technical application specialists and
field sales resources to reach new customers.
In addition, Spinnaker has been instrumental in driving healthy growth in our Service business
in recent years. Service is an important and profitable component of our growth strategy, and it
has benefited from dedicated investments in field resources, telesales, and big data analytics.
Service also has significant growth potential given our large installed base of instruments, and
we will put additional resources toward identifying and capturing those opportunities in 2026.
Accelerating Our Innovation Leadership
Our commitment to technology leadership and innovation remains at the forefront of all we do.
In recent years, we have accelerated our rate of innovation to help our customers generate new
insights, improve workflows through automation and digitalization, and capture more precise
and reliable measurements from our instruments. Our dedication to continuously bringing
innovations to market helps increase our value proposition, stimulate replacement demand,
gain market share, and support our price premiums in the marketplace.
Over the last three years, we have invested $575 million in research and development,
resulting in a product portfolio that is stronger than ever. New investments under our R&D
Accelerator program are helping us capitalize on emerging growth opportunities, and a new
structured process under our JetStream program is better integrating the voice of the customer
into our development processes and accelerating time to market for innovations.
An exciting example of our product innovation is our recently launched NineFocus benchtop
meter. This high-performance, high-end, multi-parameter instrument provides exceptionally
accurate pH, conductivity, ion concentration, and dissolved oxygen measurements. When
used with our broad selection of digital sensors, NineFocus provides consistent, accurate
results that support regulatory compliance with automatic data transfer to our LabX software.
Paired with our InMotion autosampler, this instrument allows users to calibrate, verify, and
measure over 300 samples fully automatically and unattended, providing a considerable
productivity benefit in busy quality control labs.
Our innovative portfolio is also helping us capitalize on growing investments in hot market
segments around the world. These market segments include bioprocessing facilities for
popular new drug modalities like GLP-1 weight loss medications, chip production to meet
increasing demand for semiconductors, and power-generating facilities and data centers that
are supporting the AI boom. Our broad portfolio of analytical instruments, process analytics
sensors, and weighing devices are used by biopharmaceutical companies and semiconductor
manufacturers throughout their value chains, from research and development to production
and quality control. As an example, our ultrapure water analyzers, such as our 6000TOCi,
are important for precisely measuring ultrapure water used during chip manufacturing and for
monitoring water quality in power-generating facilities and data centers.
6
Built with the highest analytical
standards, the NineFocus
benchtop meter provides precise
multi-parameter measurements
from one intelligent, modular
instrument with LabX software
connectivity.
Benefiting from an Agile Supply Chain
Our SternDrive program and global supply chain organization were critical in helping us
manage through complex global trade disputes and tariffs in 2025. Our team accelerated
and implemented effective supply chain optimization strategies, and we continue to focus on
evolving our regional manufacturing capabilities to increase flexibility and resiliency.
Our supply chain organization responded very well to disruptions from tariffs and implemented
mitigation activities to optimize and de-risk our supply chain. We will continue to evolve and
optimize our global production footprint in the future.
SternDrive, our global operational excellence program for continuous improvement within our
supply chain, manufacturing, and back-office operations, remains an important contributor to
our margin expansion initiatives. We have many exciting initiatives underway and have made
great strides in implementing Smart Manufacturing approaches that leverage automation to a
greater degree in our production facilities.
We continue to strive to improve margins by enhancing our value proposition via innovation,
more effectively pricing our products and services, and improving our mix of higher-margin
businesses such as Service. While increased tariff costs pressured our operating margins in
2025, we remain committed to continuing our strong track record of margin expansion as
market conditions return to normal.
Enhancing Our Edge in Digitalization and AI Technologies
We intend to build on our deep expertise in big data analytics to fully capture the benefits of
emerging digitalization and AI technologies. We started our ambitious Blue Ocean journey over
15 years ago, and today we have successfully transitioned over 95% of our global employees
to a single-instance technology platform, a critical enabler and key competitive advantage.
Our rich data and harmonized processes from Blue Ocean have enabled us to move quickly to
deploy new digitalization technologies throughout our global workforce. Our digitalization and
AI priorities cover three areas: new digital solutions that strengthen the value proposition of our
product and software offering, solutions that enhance our customers’ experience, and internal
tools that improve our productivity and effectiveness.
We are integrating AI and data connectivity into our instruments to support customers’ digital
and AI initiatives by providing structured, cyber-secure data and advanced connectivity. We
also offer intelligent software solutions such as AIWizard for thermal analysis instrumentation,
ScaleUp software for automated chemistry solutions to reduce the time and increase the
efficiency of chemical analyses, and imaging technologies in our product inspection and food
retailing solutions that bring differentiated customer value.
8
The 6000TOCi online sensor
delivers true continuous
measurement of total
organic carbon in pure water
applications where the rapid
detection of changes is critical.
We are also deploying digital solutions for our customers that enhance their experience from
researching our solutions to placing orders to managing post-sale service. For example,
new personalized portals provide customers with seamless access to information about their
installed base, service history, and certification data.
Internally, we are uniquely positioned to leverage new technologies with our rich data,
harmonized processes, and wealth of internal tools and materials. In addition to using bots
and AI-driven tools to boost efficiency and effectiveness across all functions, we have adopted
generative AI applications and predictive analytics to improve productivity, knowledge sharing,
people development, and decision making.
In 2026, we will continue to focus on digital customer-facing and growth solutions and pursue
automation and AI productivity opportunities, applications, and product innovation.
Well Positioned to Capture Growth
Throughout 2025, our team’s resilience and agility were important differentiators, and our
high-performance culture once again helped us rise to the challenge of difficult times. We
believe that these advantages, combined with our focus on operational excellence and our
sophisticated growth initiatives via our Spinnaker sales and marketing program, will provide
tangible benefits over the coming year as well.
Our team is squarely focused on capturing the exciting growth opportunities before us. We
continue to invest in products that meet our customers’ needs for automation and digitalization
and support their investments in onshoring. We serve attractive end-markets and are benefiting
from hot segment opportunities such as GLP-1 medications and semiconductors. Service
remains a significant opportunity, and we expect to continue to increase the percentage of
our installed base that we service. Thanks to our global footprint, we are also positioned to
capitalize on above-average growth in emerging markets. Our strategic initiatives and strong
culture of innovation and operational excellence are deeply embedded in our organization and
will help us continue to gain share and deliver strong financial performance.
I want to offer my sincere thanks to our global team of employees: Your dedication, resolve,
and talents are the heart of our Company’s success, and I continue to be inspired by your
passion for growth and commitment to our customers. I also offer deep appreciation to our
customers and shareholders for your trust and support, which we hold in the highest regard.
Sincerely,
Patrick Kaltenbach
President and CEO
February 6, 2026
10
The X3 Series of x-ray
inspection systems
combines exceptional
detection capabilities with
hygienic design for effective
inspection of bulk food and
pharmaceuticals.
Appendix
GAAP to Non-GAAP Measure Reconciliation
Dollars in Millions
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
GAAP consolidated net sales
$2,395
$2,508
$2,725
$2,936
$3,009
$3,085
$3,718
$3,920
$3,788
$3,872
$4,026
Local currency sales growth
3%
7%
8%
6%
5%
2%
18%
11%
(3%)
3%
3%
Foreign exchange impact
(7%)
(2%)
1%
2%
(3%)
1%
3%
(6%)
0%
(1%)
1%
Reported USD Sales Growth
(4%)
5%
9%
8%
2%
3%
21%
5%
(3%)
2%
4%
Operating Margin % Reconciliation
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
Earnings before tax (GAAP)
$463
$504
$574
$652
$681
$749
$949
$1,071
$974
$1,037
$1,049
Amortization
31
36
43
48
50
57
63
66
72
73
74
Interest expense
27
28
33
35
37
39
43
55
77
75
69
Restructuring charges
11
6
13
18
16
11
5
10
33
20
18
Other charges (income), net
(1)
8
(6)
(22)
(6)
(14)
(3)
(9)
(4)
(5)
(17)
Pension reclassification
(13)
(10)
Adjusted Operating Profit (non-GAAP)
$519
$573
$657
$731
$778
$841
$1,058
$1,192
$1,152
$1,200
$1,193
Adjusted Operating Profit % of Sales
21.7%
22.9%
24.1%
24.9%
25.9%
27.2%
28.5%
30.4%
30.4%
31.0%
29.6%
Earnings per Share (EPS)
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
GAAP earnings per share (EPS)
$12.48
$14.22
$14.24
$19.88
$22.47
$24.91
$32.78
$38.41
$35.90
$40.48
$42.05
Purchased intangible amortization, net of tax
0.14
0.18
0.27
0.39
0.43
0.46
0.70
0.87
0.93
0.94
1.02
Restructuring charges, net of tax
0.30
0.18
0.38
0.56
0.50
0.35
0.18
0.34
1.20
0.76
0.70
Acquisition (gain) cost, net of tax
0.03
0.05
(0.74)
0.35
0.03
(0.09)
Tax items
2.73
0.14
(0.63)
(1.07)
(0.95)
Other
0.19
(0.10)
0.09
Adjusted EPS (non-GAAP)
$12.92
$14.80
$17.57
$20.32
$22.77
$25.72
$34.01
$39.65
$38.03
$41.11
$42.73
Figures may not foot due to rounding.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-13595
Mettler-Toledo International Inc.
(Exact name of registrant as specified in its charter)
Delaware
13-3668641
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
1900 Polaris Parkway
Columbus, OH 43240
and
Im Langacher 44
CH 8606 Greifensee, Switzerland
(Address of principal executive offices) (Zip Code)
1-614-438-4511 and +41-44-944-22-11
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $0.01 par value
MTD
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ý No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit such files). Yes ý No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and "emerging
growth company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer. ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller
reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm
that prepared or issued its audit report. ý
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ý
As of January 23, 2026 there were 20,325,250 shares of the registrant’s Common Stock, $0.01 par value per share, outstanding. The aggregate
market value of the shares of Common Stock held by non-affiliates of the registrant on June 30, 2025 (based on the closing price for the Common Stock
on the New York Stock Exchange as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, 2025) was
approximately $24.2 billion. For purposes of this computation, shares held by affiliates and by directors of the registrant have been excluded. Such
exclusion of shares held by directors is not intended, nor shall it be deemed, to be an admission that such persons are affiliates of the registrant.
Documents Incorporated by Reference
Document
Part of Form 10-K Into Which Incorporated
Certain Sections of the Proxy Statement for 2026
Part III
Annual Meeting of Shareholders
METTLER-TOLEDO INTERNATIONAL INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025
Page
PART I
Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
Item 1C. Cybersecurity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
Item 2.
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
Item 3.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
Executive Officers of the Registrant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
Item 6.
Reserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . .
34
Item 7A. Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
Item 8.
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . . . .
49
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
PART III
Item 10.
Directors, Executive Officers, and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51
Item 11.
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
52
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . . . . . .
52
Item 13.
Certain Relationships and Related Transactions and Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . . .
52
Item 14.
Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
52
PART IV
Item 15.
Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Item 16.
Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
E-4
2
FORWARD-LOOKING STATEMENTS DISCLAIMER
You should not rely on forward-looking statements to predict our actual results. Our actual results
or performance may be materially different than reflected in forward-looking statements because of
various risks and uncertainties. You can identify forward-looking statements by terminology such as
“may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,”
“estimate,” “predict,” “potential,” or “continue.”
We make forward-looking statements about future events or our future financial performance,
including sales and earnings 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, share repurchases, tax-related matters, the impact of foreign
currencies, compliance with laws, effects of acquisitions, the impact of inflation, ongoing developments
related to global trade disputes/tariffs, governmental policies, the geopolitical environment, the conflict in
Ukraine and continuing instability in the Middle East on our business.
Our forward-looking statements may not be accurate or complete, speak only as of the date of this
Annual Report, and we do not intend to update or revise them in light of actual results. New risks also
periodically arise. Please consider the risks and factors that could cause our results to differ materially
from what is described in our forward-looking statements, including ongoing developments related to
global trade disputes/tariffs, governmental policies, the geopolitical environment, inflation, the conflict in
Ukraine and continuing instability in the Middle East. See in particular “Factors Affecting Our Future
Operating Results” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations.”
3
PART I
Item 1. Business
We are a leading global supplier of precision instruments and services. We have strong leadership
positions in all of our businesses and believe we hold global number-one market positions in most of
them. We are recognized as an innovation leader and our solutions are critical in key research and
development, quality control, and manufacturing processes for customers in a wide range of industries
including life sciences, food, and chemicals. Our sales and service network is one of the most extensive in
the industry. Our products are sold in more than 140 countries and we have a direct presence in
approximately 40 countries. With proven growth strategies and a focus on execution, we have achieved a
long-term track record of strong financial performance.
Our business is geographically diversified, with net sales in 2025 derived 42% from North and South
America, 29% from Europe, and 29% from Asia and other countries. Our customer base is also diversified
by industry and by individual end-customer.
Mettler-Toledo International Inc. was incorporated as a Delaware corporation in 1991 and became a
publicly traded company with its initial public offering in 1997.
Business Segments
We have five reportable segments: U.S. Operations, Swiss Operations, Western European
Operations, Chinese Operations, and Other Operations. See Note 18 to the consolidated financial
statements and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations under “Results of Operations by Reportable Segment” for detailed results by segment and
geographic region.
We manufacture a wide variety of precision instruments and provide value-added services to our
customers. Our principal products and services are described below. We also describe our customers and
distribution, sales and service, research and development, manufacturing, and certain other matters. These
descriptions apply to substantially all of our products and related reportable segments.
Laboratory Instruments
We make a wide variety of precision laboratory instruments for sample preparation, synthesis,
analytical bench top, material characterization, and in-line measurement. 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
spectrophotometers, moisture analyzers, and cell counters. Our laboratory instruments have leading-edge
embedded software and we also offer LabX, our laboratory software platform to manage and analyze data
generated by our instruments and automate workflows. The laboratory instruments and related service
business accounted for approximately 56% of our net sales in 2025 and 2024, compared to 55% in 2023.
Laboratory Balances
Our laboratory balances have weighing ranges from one ten-millionth of a gram up to 64 kilograms.
To respond to a wide range of customer needs and value/price points, we market our balances in a range of
product tiers offering different levels of functionality. We also provide filter weighing and automated
powder and liquid dosing systems. Based on the same weighing technology platform, we manufacture
mass comparators, which are used by weights and measures officials as well as National Measurement
Institute laboratories to ensure the accuracy of reference weights. Laboratory balances are primarily used
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in the pharmaceutical, biotechnology, testing lab, food, chemical, cosmetics, academia, and other
industries.
Pipettes
Pipettes are used in life science research laboratories for dispensing small volumes of liquids. We
develop, manufacture, and distribute advanced pipettes, including single- and multi-channel manual and
electronic pipettes. We also develop and produce high-value consumables such as pipette tips. We
maintain service centers in key markets where customers periodically send their pipettes for certified
recalibrations. These service centers, combined with our advanced asset management solutions, provide
our customers with innovative solutions to maintain their instruments and meet regulatory compliance.
Our principal end-markets are pharmaceutical, biotech, and academia.
Analytical Instruments
Titrators measure the chemical composition of samples and are used in environmental and research
laboratories as well as in quality control labs in the pharmaceutical, testing lab, food and beverage, and
other industries. Our high-end titrators are multi-tasking models, which can perform two determinations
simultaneously on multiple vessels. Our offering includes robotics to automate routine work in quality
control applications.
Thermal analysis systems measure material properties as a function of temperature, such as weight,
dimension, energy flow, and viscoelastic properties. Thermal analysis systems are used in nearly every
industry, but primarily in plastics and polymer industries and academia and increasingly in the
pharmaceutical and advanced materials industries.
pH meters measure acidity in laboratory samples. We also manufacture and sell density and
refractometry instruments, which measure chemical concentrations in solutions. In addition, we
manufacture and sell moisture analyzers, which precisely determine the moisture content of a sample by
utilizing the loss on drying method, and UV/VIS spectrophotometers that optimize spectroscopic
workflows. We also manufacture and sell microplate readers to measure chemical and biological assays
and automated cell counting and viability assessment instruments.
Laboratory Software
LabX, our laboratory software platform, manages and analyzes data generated by our balances,
titrators, pH meters, physical value analyzers, and other analytical instruments like UV/VIS
spectrophotometers. LabX provides full network capability; assists with workflow automation; has
efficient, intuitive protocols; and enables customers to collect and archive data in compliance with the
U.S. Food and Drug Administration’s traceability and data integrity requirements for electronically stored
data (also known as 21 CFR Part 11).
Automated Chemistry Solutions
Our automated chemistry solutions focus on select applications in the chemical and drug discovery
process. Our automated lab reactors and in situ analysis systems are considered integral to the process
development and scale-up activities of our customers. Our on-line measurement technologies, based on
infrared and laser light scattering, enable customers to monitor chemical reactions and crystallization
processes in real time in the lab and plant. In situ samples allow overnight sampling and testing.
Additionally, we provide industry-leading software solutions that enable our customers to manage,
optimize, and improve experiments as well as production scale-up. We believe that our portfolio of
integrated technologies can bring significant efficiencies to the development process, enabling our
customers to bring new drugs and chemicals to market faster.
5
Process Analytics
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, micro-
electronics, chemical, and refining companies, as well as power plants. More than half of our process
analytics sales are to the pharmaceutical and biotech markets, where our customers need fast and secure
scale-up and production that meet the validation processes required for GMP (Good Manufacturing
Processes) and other regulatory standards like the USP (U.S. Pharmacopeia) regulations for ultrapure
water quality.
We are a leading solution provider for liquid analytical measurement to control and optimize
production processes. Our solutions include sensor and analyzer technology for measuring pH, dissolved
oxygen, carbon dioxide, conductivity, turbidity, ozone, total organic carbons, pressure, bioburden, sodium,
and silica, as well as laser analyzers for gas measurement. Intelligent sensor diagnostics capabilities enable
improved asset management solutions for our customers to reduce process downtime and maintenance
costs. Our instruments offer leading multi-parameter capabilities and plant-wide control system
integration, which are key for integrated measurement of multiple parameters to secure production quality
and efficiency. With a worldwide network of specialists, we support customers in critical process
applications, compliance, and systems integration questions.
Industrial Instruments
We manufacture numerous industrial weighing instruments and related terminals and offer dedicated
software solutions for the pharmaceutical, chemical, food, discrete manufacturing, and other industries. In
addition, we manufacture metal detection, x-ray, checkweighing, and other end-of-line product inspection
systems used in production and packaging. We supply automatic identification and data capture solutions,
which integrate in-motion weighing, dimensioning, and identification technologies for transport, shipping,
and logistics customers. We also offer heavy industrial scales and related software. The industrial
instruments and related service business accounted for approximately 39% of our net sales in 2025, 2024
and 2023.
Industrial Weighing Instruments
We offer a comprehensive line of industrial scales and weighing devices, such as bench scales, floor
scales, and weigh modules, for weighing loads from a few grams to several thousand kilograms in
applications ranging from measuring materials in production to quality completeness control in
manufacturing to weighing packages at the end of the line. Our products are used in a wide range of
industrial applications, such as filling, formulating and mixing ingredients, counting, and quality control.
Industrial Terminals
Our industrial scale terminals collect data and integrate it into manufacturing processes, helping to
control and automate them. Our terminals allow users to remotely download formulation recipes or access
setup data and can minimize downtime through predictive rather than reactive maintenance.
Transportation and Logistics
We supply automatic dimensional measurement and data capture solutions, which integrate in-
motion weighing, dimensioning, and identification technologies. With these solutions, customers can
measure the weight and cubic volume of packages for appropriate billing, load management, and quality
control. Our solutions also integrate into customers’ information systems.
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Vehicle Scale Systems
Our primary heavy industrial products are scales for weighing trucks or railcars (i.e., weighing bulk
goods as they enter or leave a factory or at a toll station). Heavy industrial scales are capable of measuring
weights up to 500 tons and permit accurate weighing under extreme environmental conditions. 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.
Industrial Software
We offer software that can be used with our industrial instruments. Examples include
FreeWeigh.Net, statistical quality control software; FormWeigh.Net, formulation/batching software; and
DataBridge, which supports the operation of vehicle scales. FreeWeigh.Net and FormWeigh.Net provide
full network capability and enable customers to collect and archive data in compliance with U.S. Food and
Drug Administration requirements, 21 CFR Part 11.
Product Inspection
Increasing safety and consumer protection requirements are driving the need for more sophisticated
end-of-line product inspection systems (e.g., for use in food processing and packaging, pharmaceutical,
packaged consumer goods, and other industries). We are a leading global provider of metal detectors,
x-ray systems, checkweighers, and camera-based imaging equipment that are used in these industries.
Metal detectors are most commonly used to detect fine particles of metal that may be contained in raw
materials or may be generated by the manufacturing process itself. X-ray inspection is used to detect
metallic contamination in applications unsuited to metal detectors and many types of non-metallic
contamination, such as glass, calcified bone, stones, and pits. Our x-ray systems are also used for mass
control and for determining and controlling the fat content in meat. Checkweighers are used to control the
filled weight of packaged goods such as food, pharmaceuticals, and cosmetics. Our camera-based vision
inspection solutions provide in-line inspection of package quality, labels, and content, which are needs for
food and beverage, consumer goods, and pharmaceutical companies.
All of our technologies are integrated with material handling systems to ensure the correct
presentation of the customer’s product to the device and the secure rejection of non-conforming product,
and are frequently designed to comply with stringent hygiene standards. Our technologies may also be
used together as components of integrated packaging lines. ProdX Inspect is our quality and productivity
control software for helping customers comply with regulations and optimize process efficiency, either as
a stand-alone solution or through integration with the customer’s manufacturing and enterprise systems.
Retail Weighing Solutions
Supermarkets, hypermarkets, and other food retail businesses make use of multiple weighing and
food labeling solutions for handling fresh goods (such as meats, vegetables, fruits, or cheeses). We offer
weighing and software solutions, which can integrate counter, self-service, backroom, and checkout
functions and can incorporate fresh goods item data into a supermarket’s overall food item and inventory
management system. In addition, we offer weighing solutions for fast-growing areas like self-checkout
and unmanned stores, as well as AI-driven image recognition solutions for fresh goods. The customer
benefits of our retail solutions are in the areas of enterprise-wide device management as well as article and
price management, merchandising, and regulatory compliance. In North America and select other markets,
our offering also includes automated packaging and labeling solutions for the meat backroom, which are
fully integrated with the scales in the store. The retail business accounted for approximately 5% of our net
sales in 2025 and 2024, compared to 6% in 2023.
7
Customers and Distribution
Our principal customers include companies in the following key end-markets: the life science
industry (pharmaceutical and biotech companies, as well as independent research organizations and testing
labs); food manufacturers; chemical, specialty chemicals, and cosmetics companies; the academic
community; food retailers; the transportation and logistics industry; the metals industry; and the
electronics industry.
Our products are sold through a variety of distribution channels. Generally, more technically
sophisticated products are sold through our direct sales force, while less complicated products are sold
through indirect channels. Our sales through direct channels exceed our sales through indirect channels. A
significant portion of our sales in the Americas is generated through indirect channels, including sales of
our Ohaus-branded products. Ohaus-branded products target markets, such as the educational market, in
which customers are interested in lower cost, a more limited set of features, and less comprehensive
support and service.
We have a diversified customer base, with no single end-customer accounting for more than 1% of
2025 net sales.
Sales and Service
Market Organizations
We maintain geographically focused market organizations around the world that are responsible for
all aspects of our sales and service. The market organizations are customer-focused, with an emphasis on
building and maintaining value-added relationships with customers in our target market segments. Each
market organization has the ability to leverage best practices from other units while maintaining the
flexibility to adapt its marketing and service efforts to account for different cultural and economic
conditions. Market organizations also work closely with our producing organizations (described below) by
providing feedback on manufacturing and product development initiatives, new product and application
ideas, and information about key market segments.
We have one of the largest and broadest global sales and service organizations among precision
instrument manufacturers we compete against. At December 31, 2025, our sales and service group
consisted of approximately 9,300 employees in sales, marketing and customer service (including related
administration), and post-sales technical service, located in approximately 40 countries. This field
organization has the capability to provide service and support to our customers and distributors in major
markets across the globe. This is important because our customers increasingly seek to do business with a
consistent global approach.
Service
Our service business continues to be successful with a focus on providing uptime and calibration
services, as well as further expanding our offerings to provide value-added services for a range of market
needs, including regulatory compliance, performance enhancements, application expertise and training,
and remote services. We have a unique offering to our pharmaceutical customers in promoting the use of
our instruments in compliance with FDA and other international regulations, and we can provide these
services to most customers’ locations around the world. Our global service network is also an important
factor in our ability to expand in emerging markets. We estimate that we have the largest installed base of
weighing instruments in the world. Service (representing service contracts, on-demand services, and
replacement parts) accounted for approximately 25% of our net sales in 2025, 24% in 2024, and 23% in
2023.
8
Beyond revenue opportunities, we believe service is a key part of our solution offering and helps
significantly in customer retention. The close relationships and frequent contact with our large customer
base allow us to be the trusted advisor of our customers, which provides us with high-quality sales
opportunities as well as innovative product and application ideas.
Research and Development and Manufacturing
Producing Organizations
Our research, product development, and manufacturing efforts are organized into a number of
producing organizations. Our focused producing organizations help reduce product development time and
costs, improve customer focus, and maintain technological leadership. The producing organizations work
together to share ideas and best practices, and there is a close interface and coordinated customer
interaction among marketing organizations and producing organizations. We also have regional logistics
hubs to satisfy customer delivery requirements while optimizing our logistics processes.
Research and Development
We continue to invest in product innovation to provide technologically advanced products to our
customers for existing and new applications. Over the last three years, we have invested $574 million in
research and development ($199 million in 2025, $189 million in 2024, and $185 million in 2023), which
is approximately 5% of net sales for each year. Our research and development efforts fall into three
categories:
•
technology advancements, which generate new products or features and increase the value of our
products. These advancements may be in the form of enhanced or new functionality, new
applications for our technologies, more accurate or reliable measurement, additional software
capability, or automation through robotics or other means.
•
applications development to complement our products and provide complete solutions to our
customers.
•
cost reductions, which reduce the manufacturing cost of our products through better overall
design and/or improve the ease of serviceability.
We devote a substantial proportion of our research and development budget to software development.
This includes software to process the signals captured by the sensors of our instruments, application-
specific software, and software that connects our solutions into customers’ existing IT systems. We
closely integrate research and development with marketing, manufacturing, and product engineering. We
have approximately 1,600 employees in research and development and product engineering in countries
around the globe.
Manufacturing
We are a worldwide manufacturer, with facilities principally located in China, Switzerland, the
United States, Germany, the United Kingdom, and Mexico. We emphasize product quality in our
manufacturing operations, and most of our products require very strict tolerances and exact specifications.
We use an extensive quality control system that is integrated into each step of the manufacturing process.
All major manufacturing facilities have achieved ISO 9001 certification. We believe that our
manufacturing capacity is sufficient to meet our present and currently anticipated demand.
We generally manufacture critical components, which are components that contain proprietary
technology. When outside manufacturing is more efficient, we contract with other manufacturers for
certain non-proprietary components. We use a wide range of suppliers. We believe our supply
arrangements are adequate and that there are no material constraints on the sources and availability of
9
materials. From time to time, we may rely on a single supplier for all of our requirements of a particular
component. Supply arrangements for electronic components are generally made globally.
Backlog; Seasonality
Our manufacturing turnaround time is generally short, which permits us to manufacture orders to fill
for most of our products. Backlog is generally a function of requested customer delivery dates and is
typically not longer than one to two months.
Our business has historically experienced a slight amount of seasonal variation, particularly the high-
end laboratory instruments business. Traditionally, sales in the first quarter are slightly lower than, and
sales in the fourth quarter are slightly higher than, sales in the second and third quarters. Fourth quarter
sales have historically generated approximately 27% to 30% of our net sales. This trend has a somewhat
greater effect on earnings before taxes than on net sales because fixed costs are generally incurred evenly
across all quarters. 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.
Employees
Our total global workforce was approximately 18,100, consisting of 16,600 employees and 1,500
temporary personnel, as of December 31, 2025, and includes approximately 6,200 in Europe, 5,200 in
North and South America, and 6,700 in Asia and other countries.
We are proud of our corporate culture and our talented employees. We endeavor to continue to
provide an attractive work environment and keep our employees fully engaged. We know that our future
success depends on attracting, developing, and retaining the best employees. We promote equal
opportunity and inclusiveness worldwide and value our employees around the world. We employ people
of almost 100 nationalities.
We promote inclusion and we encourage all employees to take on more responsibilities and
management positions. As of December 31, 2025, approximately 36% of our global employee headcount
was female, with approximately 30% holding management positions. We place great emphasis on
performance management, training, and developing our employees across all levels and regions. During
2025, approximately 91% of employees completed one or more training courses, including part-time and
temporary personnel. Lastly, we have local safety programs in place in all relevant units, and select
locations have implemented a certified work safety management system. Severe workplace accidents are
rare and there has been one fatality from an occupational incident related to a motor vehicle accident in the
past five years.
We believe our employee relations are positive, and we have not suffered any material employee
work stoppage or strike during the last five years. Approximately 9,500 employees are represented by
collective bargaining or another arrangement organized to represent employee interests.
Sustainability
Sustainability touches all aspects of our business, from designing, sourcing, and producing our
products, to selling and delivering them to our customers, providing after-sales services, and handling
them at the end of their lifecycle. A sustainable mindset helps guide us to make the right decisions for our
customers, employees, suppliers, shareholders, and the communities in which we operate our business. We
want to manage our business sustainably to position the Company for long-term growth. 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. 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
10
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.
We have set a number of goals relating to our GreenMT sustainability program, including reducing
our carbon footprint and other environmental, social, and governance goals. As an example, as of 2020,
we achieved carbon neutrality with respect to Scope 1 and Scope 2 CO2 emissions by realizing efficiency
improvements, sourcing 100% renewable electricity for all our operations, and using offsets. We also have
goals relating to waste, including reducing our waste intensity by 20% and achieving zero waste to
landfill, in each case achieved in 2025. Furthermore, we strive to make our products and packaging
increasingly sustainable and have committed to greenhouse gas emission reduction targets with respect to
Scopes 1, 2, and 3. Our commitment includes near-term and long-term net-zero targets approved by the
Science Based Target initiative (SBTi). As a further example, we pursue several goals related to supply
chain transparency including risk assessments and targeted supplier audits. We report annually on our
progress related to sustainability topics in our Corporate Responsibility Report, available on
www.mt.com/sustainability.
Blue Ocean Program
Blue Ocean refers to our program to establish a global operating model with standardized, automated,
and integrated processes and high levels of global data transparency. It encompasses an enterprise
architecture, with a global, single-instance ERP system. Within our IT systems, we continue to move
toward integrated, homogeneous applications and common data structures. We also are largely
standardizing our key business processes. The systems and processes have been implemented in most of
our operations on a staggered basis over a multi-year period. We estimate that we have more than 95% of
our users on the program, and we will continue to implement additional locations and functionality over
the coming years.
Intellectual Property
We hold over 5,600 patents and trademarks (including pending applications), primarily in the
United States, Canada, Switzerland, China, the European Union, Germany, the United Kingdom, Italy,
France, Japan, South Korea, Brazil, and India. Our products generally incorporate a wide variety of
technological innovations, some of which are protected by patents of various durations. Products are
generally not protected as a whole by individual patents, and as a result, no one patent or group of related
patents is material to our business. We have numerous trademarks, including the Mettler-Toledo name and
logo, which are material to our business. We regularly protect against infringement of our intellectual
property.
Regulation
Our products are subject to various regulatory standards and approvals by weights and measures
regulatory authorities. All of our electrical components are subject to electrical safety standards. We
believe that we are in compliance in all material respects with applicable regulations.
Approvals are required to ensure our instruments do not impermissibly influence other instruments
and are themselves not affected by other instruments. In addition, some of our products are used in “legal
for trade” applications, in which prices based on weight are calculated and for which specific weights and
measures approvals are required. Although there are a large number of regulatory agencies across our
markets, there is an increasing trend toward harmonization of standards, and weights and measures
regulation is harmonized across the European Union.
11
Our products may also be subject to special requirements depending on the end-user and market. 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
Analysis and Critical Control Point (HACCP) regulations. Products used in hazardous environments may
also be subject to special requirements.
Environmental Matters
We are subject to environmental laws and regulations in the jurisdictions in which we operate. We
own or lease a number of properties and manufacturing facilities around the world. Like many of our
competitors, we have incurred, and will continue to incur, capital and operating expenditures and other
costs in complying with such laws and regulations.
In addition, certain of our present and former facilities have or had been in operation for many
decades and, over such time, some of these facilities may have used substances or generated and disposed
of wastes that are or may be considered hazardous. It is possible that these sites, as well as disposal sites
owned by third parties to which we have sent wastes, may in the future be identified and become the
subject of remediation. Although we believe that we are in substantial compliance with applicable
environmental requirements and, to date, we have not incurred material expenditures in connection with
environmental matters, it is possible that we could become subject to additional environmental liabilities
in the future that could have a material adverse effect on our financial condition, results of operations, or
cash flows.
Competition
Our markets are highly competitive. Many of the markets in which we compete are fragmented both
geographically and by application, particularly the industrial and food retailing markets. As a result, we
face numerous regional or specialized competitors, many of which are well established in their markets.
For example, some of our competitors are divisions of larger companies with potentially greater financial
and other resources than our own. In addition, some of our competitors are domiciled in emerging markets
and may have a lower cost structure than ours. We are confronted with new competitors in emerging
markets which, although relatively small in size today, could become larger companies in their home
markets. Given the sometimes significant growth rates of these emerging markets, and in light of their cost
advantage over developed markets, emerging market competitors could become more significant global
competitors. Taken together, the competitive forces present in our markets can impair our operating
margins in certain product lines and geographic markets.
We expect our competitors to continue to improve the design and performance of their products and
to introduce new products with competitive prices. Although we believe that we have technological and
other competitive advantages over many of our competitors, we may not be able to realize and maintain
these advantages. These advantages include our worldwide market leadership positions; our global brand
and reputation; our track record of technological innovation; our comprehensive, high-quality solution
offering; our global sales and service offering; our large installed base of instruments; and the
diversification of our revenue base by geographic region, product range, application, and customer. To
remain competitive, we must continue to invest in research and development, sales and marketing,
customer service and support, and operational excellence throughout our supply chain. 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.
We believe the principal competitive factors in developed markets for purchasing decisions are the
product itself, application support, service support, and price. In emerging markets, where there is greater
12
demand for less sophisticated products, price is a more important factor than in developed markets.
Competition in the U.S. laboratory market is also influenced by the presence of large distributors that sell
not only our products but those of our competitors as well.
Company Website and Information
You can find our website on the internet at www.mt.com. The website contains information about us
and our operations. The information contained on our website is not included in, or incorporated by
reference into, this annual report on Form 10-K. You can view and download free of charge copies of each
of our filings with the SEC on Form 10-K, Form 10-Q, Form 8-K, and Schedule 14A and all amendments
to those reports by accessing www.mt.com, clicking on About Us, Investor Relations, and then clicking on
SEC Filings. The SEC maintains a website at https://www.sec.gov that contains reports, proxy and
information statements, and other information regarding issuers that file electronically with the SEC.
Our website also contains copies of the following documents that you can download free of charge:
•
Corporate Governance Guidelines
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Audit Committee Charter
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Compensation Committee Charter
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Nominating and Corporate Governance Committee Charter
•
Code of Conduct
•
Equal Employment Opportunity Policy
•
Business Partner Code of Conduct
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Ethical, Social, and Quality Standards
•
Corporate Responsibility Report
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Environmental Policy
•
Political Participation Policy
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Conflict Mineral Report
•
Statement on Slavery, Human Trafficking, and Transparency in the Supply Chain
You can also obtain in print, free of charge, any of the above documents and any of our reports on
Form 10-K, Form 10-Q, Form 8-K, and Schedule 14A and all amendments to those reports by sending a
written request to our Investor Relations Department:
Investor Relations
Mettler-Toledo International Inc.
1900 Polaris Parkway
Columbus, OH 43240 U.S.A.
Phone: +1 614 438 4794
Email: adam.uhlman@mt.com
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Item 1A. Risk Factors
Factors Affecting Our Future Operating Results
Operational Risks
We sell primarily to companies in developed countries. An economic downturn in these
countries could hurt our operating results.
Most of our business is derived from companies in developed countries. Economic uncertainty and
challenging market conditions in many parts of the world, including international trade disputes, tariffs,
inflation, governmental monetary policies, interest rates, armed conflicts, and sovereign debt levels in the
European Union and the United States, are situations that we monitor closely. If developed countries
continue to experience slow growth or experience a recession, we could see the following effects:
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slower growth in our sales compared to prior years;
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a drop in demand for our products;
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companies being unable to finance their businesses;
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difficulty in obtaining materials and supplies;
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potential devaluation and/or impairment of assets;
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difficulty in collecting accounts receivables;
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an increase in accounts receivable write-offs; and
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greater foreign exchange rate volatility affecting our profitability and cash flow.
Economic downturns or recessions adversely affect our operating results because our customers often
decrease or delay capital expenditures. Customers may also purchase lower-cost products made by
competitors and not resume purchasing our products even after economic conditions improve. These
conditions would reduce our revenues and profitability.
In addition, a potential financial crisis on financial institutions globally would likely have an adverse
effect on the global capital markets and our business.
We are subject to risks associated with our international operations, including our significant
concentration of business in China.
We conduct business in many countries, including emerging markets in Asia, Latin America, and
Eastern Europe, and these operations represent a significant portion of our sales and earnings. In addition
to the currency risks discussed below, our international operations pose other potential substantial risks for
us, including the following:
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recently reduced market demand in our core segments in China and the current economic
conditions in this region;
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local tariffs and trade barriers and the potential for retaliatory tariffs;
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additions or revisions to a country's legal and regulatory requirements;
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difficulties in staffing and managing local operations and/or mandatory salary increases;
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credit risks arising from financial difficulties facing local customers and distributors;
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difficulties in protecting intellectual property;
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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 $19.2 million of cash at December 31, 2025, in our Chinese
subsidiaries;
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restrictions on investments and/or limitations regarding foreign ownership;
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adverse tax consequences, including tax disputes and imposition or increase of withholding and
other taxes on remittances and other payments by subsidiaries;
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domestic purchasing requirements that could favor local competition;
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other uncertain local economic, political, and social conditions, including inflation, hyper-inflation,
and other decreases in purchasing power, or periods of low or no productivity growth, or effects of
natural disasters or pandemics and epidemics;
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reduced foreign investment and/or demand;
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credit tightening or reduction in credit availability for local customers;
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geopolitical topics within Asia and other regions; and
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emerging markets can be volatile and change quickly.
China represents a significant portion of our business and financial results and has an important role
in our global supply chain. For example, our Chinese operations accounted for 16% of sales to external
customers, 29% of total segment profit, and approximately 29% of our global production during 2025. In
recent years, geopolitical tensions have increased, particularly between the United States and China.
Among other issues, these geopolitical topics have resulted in increased tariffs and trade restrictions. The
Chinese government and other governments have also increased their focus on domestic purchasing
requirements. In addition, 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 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 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, which continued in 2024. Our business is significantly
impacted by market demand in our core segments of pharma/biopharmaceutical, food manufacturing, and
chemical. Market conditions also can be volatile and change quickly, as experienced in 2023.
We must also comply with regulations regarding the conversion and repatriation of funds earned in
local currencies. For example, we need government approval to convert earnings from our operations in
China into other currencies and to repatriate these funds. If we cannot comply with these or other
applicable regulations or these regulations are amended to make it more difficult to repatriate the funds,
we may face increased difficulties in using cash generated in China.
We are required to comply with various import, export control, and economic sanctions laws, which
may affect our transactions with certain customers, business partners, and other persons, including in
certain cases dealings with or between our employees and subsidiaries. In certain circumstances, export
control and economic sanctions regulations may prohibit the export of certain products, services, and
technologies, and in other circumstances, we may be required to obtain an export license before exporting
a controlled item. Failure to comply with any regulations and sanctions could result in civil and criminal
actions, monetary and non-monetary penalties, disruptions to our business, limitations on our ability to
import and export products and services, and damage to our reputation.
The EU Council has been working to expand renewable energy use, reduce consumption, and
diversify energy sources due to reduced Russian energy supplies as a result of the war between Ukraine
and Russia. This may impact energy availability and costs in Europe and could impact our European
manufacturing operations and demand for our products in Europe.
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. Escalating global conflicts, including in Ukraine and the Middle East, have heightened
economic and geopolitical uncertainty.
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Estimating the impact of ongoing global conflicts on supply chain disruptions and energy shortages
is challenging. The Ukraine invasion and Middle East conflict could negatively affect our financial results
and pose risks to our business. Additionally, uncertainties surrounding these conflicts persist, and their
effects on the global economy and market conditions can change rapidly.
Our business and financial performance may be adversely affected by a cybersecurity attack.
We rely on our technology infrastructure to interact with suppliers, sell our products and services,
fulfill orders, support our customers, and bill, collect, and make payments. Our internally developed
system and processes, as well as those provided by third-party vendors, may be susceptible to damage or
interruption from cybersecurity incidents, such as terrorist or hacker attacks, the introduction of malicious
computer viruses, ransomware, falsification of banking and other information, insider risk, or other
security breaches. If there is a cybersecurity incident, we may suffer interruptions in service, loss of assets
or data, or reduced functionality. Many of our systems are not redundant, and our disaster recovery
planning may not be sufficient for every eventuality a cybersecurity incident could cause. Security
breaches of our systems which allow inappropriate access to or inadvertent transfer of information and
misappropriation or unauthorized disclosure of confidential information belonging to us or to our
employees, customers, or suppliers could result in our suffering significant financial and reputational
damage.
Customers may use our products and/or software to generate or manage critical information. Though
we take steps to ensure our products and/or software are secure, it is possible that a cyber attack could
result in the loss or compromise of critical information. If a customer alleges that a cyber attack causes or
contributes to a loss or compromise of critical information, whether or not caused by us, we could face
harm to our reputation and financial condition.
The techniques and sophistication used to conduct 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 cyber attacks which are often conducted by capable, well-funded groups.
The rapid evolution and increased adoption of artificial intelligence technologies amplify these concerns.
Our mitigation measures reduce, but cannot eliminate, the risk of a cybersecurity incident, and our
systems remain potentially vulnerable to cybersecurity threats. A cybersecurity incident would harm our
reputation and financial condition and cause us to incur legal liability and increased costs to respond to
such events. Our cyber liability insurance may not be sufficient to compensate us for losses that may result
from interruptions in our services or asset or data loss as a result of cybersecurity incidents.
In addition, regulatory or legislative action related to cybersecurity, privacy, and data protection
worldwide, such as the European General Data Protection Regulation, increases the costs to develop,
implement, or secure our products or services. We expect cybersecurity regulations to continue to evolve
and be costly to implement. If we violate or fail to comply with such regulatory or legislative
requirements, we could be fined or otherwise sanctioned, and such fines or penalties could have a material
adverse effect on our business and operations.
We are vulnerable to system failures and data loss risks, which could harm our business.
We rely on our technology infrastructure to interact with suppliers, sell our products and services,
support our customers, fulfill orders, and bill, collect, and make payments. Our systems are vulnerable to
damage or interruption from natural disasters, power loss, telecommunication failures, malicious
employees or employee negligence, computer viruses, and other events. When we upgrade or change
systems, we may suffer interruptions in service, loss of data, or reduced functionality. A significant
number of our systems are not redundant, and our disaster recovery planning is not sufficient for every
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eventuality. Any interaction with third-party systems increases cyber attack risks. System failures could
cause interruptions in our services, fraudulent or negligent loss of assets, or unauthorized disclosure of
confidential information, which could harm our reputation and financial condition. Our business
interruption insurance may not be sufficient to compensate us for losses that may result from interruptions
in our services or data loss as a result of system failures.
Customers may use our products and/or software to generate or manage confidential information. If a
customer alleges system failures in our products and/or software cause or contribute to a loss of such
confidential information, whether or not caused by us, we could face harm to our reputation and our
financial condition and legal liability.
We have also been implementing our Blue Ocean program to globalize our business processes and
information technology systems that includes the implementation of a Company-wide enterprise resource
planning system. This has been proceeding on a staggered basis over a multi-year period. We estimate that
we have more than 95% of our users on the program and will continue to implement additional locations
and functionality over the coming years. If our implementation is flawed, we could suffer interruptions in
operations and customer-facing activities that could harm our competitive position, reputation, and
financial condition or cause us to lose data, experience reduced functionality, or have delays in reporting
financial information. In addition, the program has increased our reliance on a single information
technology system, which would have greater consequences should we experience a system disruption.
Our ability to manufacture and deliver products and services may be disrupted.
We have key manufacturing facilities located in China, Europe, and the United States. Many of our
products are developed and manufactured at single locations, with limited alternate facilities. In addition, a
large portion of our products and spare parts are distributed through regional logistics centers, in which
certain logistics activities are outsourced to third parties. 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, pandemics, strikes or other labor unrest, 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,
we may be unable to satisfy customer demand for our products or services resulting in lost sales. It may be
expensive to resolve these issues, and some of these risks are not covered by insurance policies. More
importantly, customers may switch to competitors and may not return to us even if we resolve the
interruption.
Our business would suffer if we were unable to obtain supplies of material.
We purchase most of our raw materials, components, and supplies from multiple suppliers. Some
items are purchased from a limited or single source of supply, and disruption of these sources whether as a
result of issues with our suppliers' operation or the timely availability of shipments from freight carriers
could affect our ability to manufacture products. Even where multiple sources of materials and
components are available, the quality of the alternative materials, regulatory and contractual requirements
to qualify materials for use in manufacturing, and the time required to establish new relationships with
reliable suppliers could result in manufacturing delays and possible loss of sales. If we are unable to obtain
materials or components for an extended time, this could damage our customer relationships and harm our
financial condition or results of operations.
Our product development efforts may not produce commercially viable products in a timely
manner.
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
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our supply chain to ensure that our products do not become technologically obsolete over time. We cannot
be sure that we will have sufficient resources to continue to make these investments. In developing new
products, we may be required to make substantial investments before we can determine their commercial
viability.
We continue to invest in global market trends around automation and digitalization, as well as
technologies related to artificial intelligence (AI). We have several initiatives that further strengthen our
capabilities to serve customers, and we continue to advance the digital capability of our products and
software to provide additional insights and productivity improvements to our customers throughout their
value chains. As we develop new products and software, such as those related to automation and
digitalization trends, we are required to comply with additional regulations.
If we fail to comply with the new regulations, it could affect the launch of the new product or
software, in particular, and our company, as a whole. For instance, it is expected that laws and regulations
around the use of AI and machine learning tools will increase over the next few years, but it is unknown at
this time what these laws and regulations will address and how and whether they will be adopted globally.
As we introduce AI and machine learning into our technology platform (as well as those of our customers
through provision of our services), we could become subject to these new regulations, which may be
difficult to comply with. Some of our competitors may not be required to comply with similar regulations,
which would put us at a competitive disadvantage. 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. Further, if we fail to adopt these new technologies, we may face price pressure from
competitors using lower-cost AI systems.
We may not be successful in developing new products and software, and we may never realize the
benefits of our research and development activities, resulting in reduced sales, increased expenses, and a
weakened competitive position.
We face risks related to sales through distributors and other third parties that we do not
control, which could harm our business.
We sell some products through third parties, including distributors and value-added resellers. This
exposes us to various risks, including competitive pressure, concentration of sales volumes, credit risks,
and compliance risks. With respect to certain products, we rely on one or a few key distributors for a
product or market, and the loss of these distributors could reduce our revenue and net earnings.
Distributors may also face financial difficulties, especially during times of economic volatility, slow
growth or recession, including bankruptcy, which could harm our collection of accounts receivables.
Violations of the FCPA or similar anti-bribery laws by distributors or other third-party intermediaries
could materially impact our business. In addition to financial risk, the actions of some of our distributors
could cause reputational harm, especially if our products are involved. Risks related to our use of
distributors may reduce sales, increase expenses, and weaken our competitive position.
Departures of key employees could impair our operations.
Key employees could leave the Company. If any key employees stopped working for us, our
operations could be harmed. Important R&D personnel may leave and join competitors, which could
substantially delay or hinder ongoing development projects. We have no key man life insurance policies
with respect to any of our senior executives.
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Strategic Risks
A prolonged downturn or additional consolidation in the pharma/biopharmaceutical, food
manufacturing, and chemical industries could adversely affect our operating results. A
reduction in the capital resources or government funding of our customers could reduce our
sales.
Our products are used extensively in the pharma/biopharmaceutical, food manufacturing, and
chemical industries. We recently experienced reduced demand in these segments, which negatively
impacted our net sales over the past few years. Market demand in pharma/biopharmaceutical was
particularly impacted in 2023 after significant growth during the COVID-19 pandemic. Consolidation in
these industries also hurt our sales in the past. A prolonged global economic downturn, a downturn
affecting one or more of these industries, or consolidation in any of these industries could adversely affect
our operating results. In addition, the capital spending policies of our customers in these and other
industries are based on a variety of factors we cannot control, including the resources available for
purchasing equipment, the spending priorities among various types of equipment, and policies regarding
capital expenditures. Any decrease or delay in capital spending by our customers would cause our
revenues to decline and could harm our profitability. Changes in governmental regulations, such as
policies reducing drug pricing like Most Favored Nation pricing, or a decline in government funding of
research or education could reduce some customers’ ability to purchase our products. For example, recent
cuts in U.S. governmental funding related to medical and scientific research has economically impacted
government agencies and academic institutions who were the recipients of this funding in the past.
We operate in highly competitive markets, and it may be difficult for us to preserve operating
margins, gain market share, and maintain a technological advantage.
Our markets are highly competitive. Many are fragmented both geographically and by application,
particularly the industrial and food retailing markets. As a result, we have numerous regional or
specialized competitors, many of which are well established in their markets. In addition, some of our
competitors are divisions of larger companies with potentially greater financial and other resources than
our own. There has also been an increase in the consolidation of precision instrument companies in recent
years. Consolidation within our market could result in certain competitors becoming larger and having
greater financial and other resources than our own. Some of our competitors are domiciled or operate in
emerging markets and may have a lower cost structure than ours. We are confronted with new competitors
in emerging markets which, although relatively small in size today, could become larger companies in
their home markets. Given the sometimes significant growth rates of these emerging markets, and in light
of their cost advantage over developed markets, emerging market competitors could become more
significant global competitors. Taken together, the competitive forces present in our markets could harm
our operating margins.
We also expect our competitors to continue to improve the design and performance of their products
and to introduce new products with competitive prices. Prices have been affected by recently imposed
tariffs and, if we cannot continue to pass the increased costs of tariffs to our customers, our margins could
be impacted as we work to remain competitive. In addition, our competitors are expected to continue to
improve their technology infrastructure, as well as the technology services offered to their customers,
including the use of AI and machine learning solutions, to interact with suppliers, sell their products and
services, and support and grow their customer base. Our ability to innovate our own technology
infrastructure and appropriately address user experience could affect our ability to compete. Although we
believe that our products and services have advantages over our competitors, we may not be able to realize
and maintain these advantages.
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We may face risks associated with acquisitions.
We have pursued in the past, and may in the future 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. Any of these risks could materially impact our profitability.
Larger companies are increasingly targeting life sciences and instruments, potentially altering
competition for potential targets. 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.
Financial Risks
Currency fluctuations affect our operating profits.
Our earnings are affected by changing exchange rates. We are particularly sensitive to changes in the
exchange rates between the Swiss franc, euro, Chinese renminbi, and U.S. dollar. We have more Swiss
franc expenses than we do Swiss franc sales because we develop and manufacture products in Switzerland
that we sell globally and have a number of corporate functions located in Switzerland. When the Swiss
franc strengthens against our other trading currencies, particularly the U.S. dollar and euro, our earnings
go down. We also have significantly more sales in the euro than we do expenses. When the euro weakens
against the U.S. dollar and Swiss franc, our earnings also go down. We estimate a 1% strengthening of the
Swiss franc against the euro would reduce our earnings before tax by approximately $2.8 million to
$3.1 million annually.
We also conduct business throughout the world, including Asia Pacific, the United Kingdom, Eastern
Europe, Latin America, and Canada. Fluctuations in these currency exchange rates against the U.S. dollar
can also affect our operating results. The most significant of these currency exposures is the Chinese
renminbi. The impact on our earnings before tax of the Chinese renminbi weakening 1% against the U.S.
dollar is a reduction of approximately $2.2 million to $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 the
euro. Based on our outstanding debt at December 31, 2025, 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 $53.7
million in the reported U.S. dollar value of our debt.
Inflation can impact our operating results and the global economy.
Inflation affects the costs of goods and services that we use, including raw materials to manufacture
our products, as well as transportation and logistical costs and other external costs and services. Inflation
also affects labor costs, which are a significant element of our overall cost structure. If these costs cannot
be passed on to customers, our margins could be reduced. Recent rates of inflation also led to increased
interest rates as country monetary policies combat inflation, which resulted in reduced economic growth
and recessionary conditions, as well as higher borrowing costs. Even though inflation has generally
moderated, it continues to be elevated in certain jurisdictions and could prove to be persistent as a result of
new tariffs imposed by the U.S. and other countries.
These inflationary conditions could have a greater impact on our operating results in future years.
The pace of inflationary changes can also occur more quickly than our ability to respond with
corresponding price increases and cost optimization or reduction measures. In addition, there may be
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differences in inflation rates between countries where we incur the major portion of our costs and other
countries where we sell products, which may limit our ability to recover increased costs. The competitive
environment in which we operate may also limit our ability to recover higher costs through increased
selling prices.
Historically, we also have experienced higher inflation in China, Eastern Europe, India, and Brazil.
To date, these inflationary conditions have not had a material effect on our operating results. However,
given our presence in China, Eastern Europe, India, and Brazil, conditions in these regions could have a
greater impact on our operating results.
We may experience impairments of goodwill or other intangible assets.
As of December 31, 2025, our consolidated balance sheet included goodwill of $739.2 million and
other intangible assets of $278.9 million.
Our business acquisitions typically result in goodwill and other intangible assets, which affect the
amount of future period amortization expense and possible impairment expense. We make estimates and
assumptions in valuing such intangible assets that affect our consolidated financial statements.
In accordance with U.S. GAAP, our goodwill and indefinite-lived intangible assets are not amortized,
but are evaluated for impairment annually in the fourth quarter, or more frequently if events or changes in
circumstances indicate that an asset might be impaired. The evaluation may be based on valuation models
that estimate fair value. In preparing the valuation models, we consider a number of factors, including
operating results, business plans, economic conditions, future cash flows, and transaction and market data.
There are inherent uncertainties related to these factors and our judgment in applying them to the
impairment analyses. The significant estimates and assumptions within our fair value models include sales
growth, controllable cost growth, perpetual growth, effective tax rates, and discount rates. Our
assessments to date have indicated that there has been no impairment of these assets.
Should any of these estimates or assumptions change, or should we incur lower-than-expected
operating performance or cash flows, including from a prolonged economic slowdown, we may
experience a triggering event that requires a new fair value assessment for our reporting units, possibly
prior to the required annual assessment. These types of events and resulting analysis could result in
impairment charges for goodwill and other indefinite-lived intangible assets if the fair value estimate
declines below the carrying value.
Our amortization expense related to intangible assets with finite lives may materially change should
our estimates of their useful lives change.
Concerns regarding the Eurozone debt levels and market perception related to the instability
of the euro could affect our operating profits.
We conduct business in many countries that use the euro as their currency (the Eurozone). There are
concerns regarding the debt burden of certain Eurozone countries and their ability to meet future financial
obligations, as a result of rising interest rates, fiscal pressures from defense spending, and slow growth. In
addition, concerns in the past have existed regarding the overall stability of the euro and the suitability of
the euro as a single currency given the diverse economic and political circumstances in individual
Eurozone countries.
These concerns and issues could lead to the re-introduction of individual currencies in one or more
Eurozone countries or, in more extreme circumstances, the possible dissolution of the euro currency
entirely. Should the euro dissolve entirely, the legal and contractual consequences for holders of euro-
denominated obligations would be determined by laws in effect at such time. These potential
developments, or market perceptions concerning these and related issues, could adversely affect the value
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of our euro-denominated assets and obligations. In addition, concerns over the effect of this type of
financial crisis on financial institutions in Europe and globally could have an adverse effect on the global
capital markets and, more specifically, on the ability of our Company, our customers, suppliers, and
lenders to finance their respective businesses and to access liquidity at acceptable financing costs, if at all,
on the availability of supplies and materials, and on the demand for our products.
Legal, Tax, Regulatory, and Other Risks
Unanticipated changes in our tax rates or additional income tax liabilities could impact our
profitability.
We are subject to income taxes in the United States and various other jurisdictions, and our domestic
and international tax liabilities are subject to the allocation of expenses among different jurisdictions. Our
effective tax rates and tax obligations could be adversely affected by changes in tax laws or rates
(including the potential implementation of various U.S. tax proposals), changes in the mix of earnings by
jurisdiction, changes in the valuation of deferred tax assets and liabilities, and material adjustments from
tax audits.
In particular, the carrying value of deferred tax assets, which are predominantly in the U.S., is
dependent upon our ability to generate future taxable income in the U.S. In addition, the amount of income
taxes we pay is subject to ongoing audits in various jurisdictions, and a material assessment by a
governing tax authority could affect our profitability.
Our tax expense and tax obligations could increase as a result of changing the application of
tax law.
Governments are facing greater pressure on public finances, which could lead to more aggressive
application of existing tax laws and regulations. Governments also periodically change tax laws and
regulations.
The Organization for Economic Co-Operation and Development (OECD) has adopted changes to the
current transfer pricing arm’s length standard for allocating profit as well as a 15% minimum tax by
jurisdiction. While the provision to alter the way profit is allocated by jurisdiction is not expected to
impact the Company, the 15% minimum tax by jurisdiction may adversely impact our global tax
provision.
Any changes in corporate income tax rates or regulations, on repatriation of dividends, earnings,
share repurchases, or capital, or on transfer pricing, as well as changes in the interpretation of existing tax
laws and regulations in the jurisdictions in which we operate, could adversely affect our cash flow and
increase our overall tax burden, which would negatively affect our profitability. Potential OECD changes
impacting consumer businesses could also have an unfavorable effect on some of our key customer
segments such as pharmaceutical and food manufacturing, which could result in a decline or delay in
capital spending by our customers and a resulting decline in our revenues and profitability.
We may be adversely affected by tariffs and other trade restrictions and by failure to comply
with regulations of governmental agencies or by the adoption of new regulations.
Political policies in the U.S., China, Europe, Mexico, and Canada may affect global trade, reduce
domestic purchasing power, and create uncertainty. In 2025, the U.S. government enacted incremental
tariff rates on imports from several foreign countries, which remain subject to negotiation and change, and
the Chinese government implemented retaliatory tariffs resulting in incremental tariff costs of
approximately $50 million in 2025. Accordingly, tariffs have raised the cost of our products, components,
and raw materials, negatively impacting our gross margin. In addition, foreign governments, including
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China, have enacted domestic purchasing requirements favoring local competition, which could reduce
our sales.
We have implemented mitigating actions, including increasing our pricing and optimizing our global
supply chain. Although we have implemented various actions to mitigate the effect of current tariffs, they
may be inadequate to cover the potential costs of future tariffs that may be enacted. In addition, higher
prices may also reduce our competitiveness and customer demand.
Our products are subject to other regulations by governmental agencies, as well. These other
regulations govern a wide variety of activities relating to our products, including design and development,
product safety, labeling, manufacturing, promotion, sales, and distribution. We also operate a global
business and are subject to various laws and regulations in the many markets where we do business,
including those relating to competition, employment and labor practices, international trade, and
corruption. If we fail to comply with these regulations, or if new regulations are adopted that substantially
change existing practices or impose new burdens, we may have to recall products and cease their
manufacture and distribution. In addition, we could be subject to government investigation, which could
materially increase our costs, affect our reputation, subject us to fines and criminal prosecution, and other
damages that could impact our profitability.
The various trade policy and regulatory actions described above may restrict our access to lower-
cost countries in certain circumstances and have created uncertainty, negatively impacting global markets,
and has made it more difficult and costly for us to import our products into certain countries. The adoption
and expansion of trade restrictions or other governmental action related to tariffs or trade agreements or
policies could also lead to an economic downturn, increased inflation, and/or could create unfavorable
fluctuations in currency exchange rates (see above description "Currency fluctuations affect our operating
profits."). In times of uncertainty, some customers delay investments or defer normal replacement cycles,
which has an adverse impact on our sales. The adoption and expansion of trade restrictions or other
governmental action related to tariffs, trade agreements, or policies have the potential to further adversely
impact our business and financial performance.
If we cannot protect our intellectual property rights, or if we infringe or misappropriate the
proprietary rights of others, our operating results could be harmed.
Our success depends on our ability to obtain, maintain, and enforce patents on our technology,
maintain our trademarks, and protect our trade secrets. Our patents do not provide complete protection and
expire from time to time, and competitors have developed similar products that may not be covered by our
patents. Our patents have also been challenged by third parties and invalidated or narrowed. We may
experience a decline in sales and/or profitability as a result of these occurrences. Competitors sometimes
seek to take advantage of our trademarks or brands in ways that may create customer confusion or weaken
our brand. Improper use or disclosure of our trade secrets could also occur.
We have also been sued in the past for alleged infringement on the intellectual property rights of
others. The cost of litigation can affect our profitability regardless of the outcome, and management
attention can be diverted. If we are unsuccessful in such litigation, we may have to pay damages, stop the
infringing activity, and/or obtain a license. If we fail to obtain a required license, we may be unable to sell
some of our products, which could result in a decline in our revenues.
We may be adversely affected by environmental and climate change laws, regulations, and
expectations.
We are subject to various environmental laws and regulations and incur expenditures in complying
with environmental laws and regulations. For instance, federal, international, state, and local regulatory
and legislative bodies are increasingly focused on combating and/or limiting the effects of climate change
23
through a variety of means, including regulating greenhouse gas (GHG) emissions, implementing policies
mandating or promoting the use of renewable or zero-carbon energy and sustainability initiatives, and
additional taxes on fuel and energy. Increasing public interest in climate change topics may result in the
enactment of additional disjointed governmental laws and regulations related to this subject area. Such
increased compliance burdens and costs could disrupt the sourcing, manufacturing, and distribution of our
products and adversely affect our business, and financial condition, or results in operations. In addition,
evolving and sometimes conflicting stakeholder expectations with respect to climate-change-related
Company policies, actions, or goals, could expose us to legal and reputational risks.
We are currently involved in, or have potential liability with respect to, the remediation of past
contamination in various facilities. In addition, some of our facilities are or have been in operation for
many decades and may have used substances or generated and disposed of wastes that are hazardous or
may be considered hazardous in the future. These sites and disposal sites owned by others to which we
sent waste may in the future be identified as contaminated and require remediation. Accordingly, it is
possible that we could become subject to additional environmental liabilities in the future that may harm
our results of operations or financial condition.
Climate change, or the effects of climate change, may negatively affect us.
Climate change risks could negatively impact our business. Climate-related changes may increase the
frequency and severity of natural disasters, such as extreme weather events, wildfires, rising temperatures,
and shifting precipitation patterns. These disruptions could affect our suppliers' ability to fulfill contracts
due to workforce and infrastructure challenges, impacting material availability and costs. Additionally,
rising insurance and operating expenses from climate-related disruptions could adversely affect our
financial performance.
We may be adversely affected by regulations and market expectations related to sourcing and
our supply chain, including conflict minerals.
The SEC has adopted disclosures and reporting requirements for companies whose products contain
certain minerals and their derivatives, namely tin, tantalum, tungsten, or gold, known as conflict minerals.
Companies must report annually whether or not such minerals originate from the Democratic Republic of
Congo (DRC) and adjoining countries. These requirements could adversely affect the sourcing,
availability, and pricing of materials used in the manufacturing of our products. In addition, we have
incurred additional costs to comply with the disclosure requirements, including costs related to
determining the source of any of the relevant minerals used in our products. Since our supply chain is
complex, due diligence procedures we have implemented to understand the origins of the minerals we use
in our operations may not enable us to ascertain with sufficient certainty the origins for these minerals or
determine that these minerals are DRC conflict free, which may harm our reputation. We may also face
difficulties in satisfying customers and other stakeholders who may require that our products be certified
as DRC conflict free, which could harm our relationships with these customers and/or lead to a loss of
revenue. These requirements also could have the effect of limiting the pool of suppliers from which we
source these minerals, and we may be unable to obtain conflict-free minerals at prices similar to the past,
which could increase our costs and adversely affect our manufacturing operations and our profitability.
Future laws, regulations, or customers may make additional demands on our supply chain, including
more transparency into the activities of our suppliers with regard to human rights and sustainable sourcing.
Increased demands may cause us to incur increased supply chain costs. If we cannot satisfy customers’
demands, we may lose business, and if we cannot meet new regulatory requirements, we may have to alter
our sourcing at increased expense.
24
Our ability to generate and repatriate cash depends in part on factors beyond our control.
Our ability to make payments on our debt and to fund our share repurchase program, planned capital
expenditures, research and development efforts, and acquisitions depends on our ability to generate and
repatriate cash. This is subject to factors beyond our control, including general economic, financial,
competitive, legislative, regulatory, governmental, and other factors described in this section.
We cannot ensure that our business will generate sufficient cash flows from operations or that future
borrowings will be available to us under our credit facility, or otherwise, in an amount sufficient to enable
us to pay our debt or to fund our other liquidity needs. We may need to refinance all or a portion of our
indebtedness on or before maturity. We cannot ensure that we will be able to refinance any of our debt,
including our credit facility and the senior notes, on commercially reasonable terms or at all.
Our ability to fund our share repurchase program is also dependent on our ability to repatriate our
international cash flows. Changes in governmental cash repatriation policies, restrictions, or tax laws
could impair our ability to continue our share repurchase program.
Risks Related to Our Debt
We have debt and we may incur substantially more debt, which could affect our financial
position and may otherwise restrict our activities.
We have debt and we may incur substantial additional debt in the future. As of December 31, 2025,
we had a total indebtedness of approximately $2.2 billion, net of cash of $66.9 million. Our debt
instruments allow us to incur substantial additional indebtedness.
The existence and magnitude of our debt could have important consequences. For example, it could
make it more difficult for us to satisfy our obligations under our debt instruments; and require us to
dedicate a substantial portion of our cash flow to payments on our indebtedness, which would reduce the
amount of cash flow available to fund working capital, capital expenditures, product development, and
other corporate requirements; increase our vulnerability to general adverse economic and industry
conditions, including changes in raw material costs; limit our ability to respond to business opportunities;
limit our ability to borrow additional funds, which may be necessary; and subject us to financial and other
restrictive covenants, as more fully described below.
The agreements governing our debt impose restrictions on our business.
The note purchase agreements governing our notes and the agreements governing our credit facility
contain covenants imposing various restrictions on our business. These restrictions may affect our ability
to operate our business and may limit our ability to take advantage of potential business opportunities. The
restrictions these covenants place on us include limitations on our ability to incur liens and consolidate,
merge, sell, or lease all or substantially all of our assets. Our credit facility and the note purchase
agreements governing our senior notes also require us to meet certain financial ratios.
Our ability to comply with these agreements may be affected by events beyond our control, including
economic, financial, and industry conditions. The breach of any covenants or restrictions could result in a
default under the note purchase agreements governing the senior notes and/or under our credit facility. An
event of default under the agreements governing our debt would permit holders of our debt to declare all
amounts owed to them under such agreements to be immediately due and payable. Acceleration of our
other indebtedness may cause us to be unable to make interest payments on the senior notes and repay the
principal amount of the senior notes.
25
The lenders under our credit agreement may be unable to meet their funding commitments,
reducing the amount of our borrowing capacity.
We have a revolving credit facility outstanding under which the Company and certain of its
subsidiaries may borrow up to $1.35 billion. Our credit facility is provided by a group of 13 financial
institutions, which individually have between 4% and 11% of the total funding commitment. At
December 31, 2025, we had borrowings of $813.7 million outstanding under our credit facility. Our ability
to borrow further funds under our credit facility is subject to the various lenders’ financial condition and
ability to make funds available. If one or more of the lenders encounters financial difficulties or goes
bankrupt, such lenders may be unable to meet their obligations. This could result in us being unable to
borrow the full $1.35 billion amount available.
General Risk Factors
We make forward-looking statements, and actual events or results may differ materially from
these statements because assumptions we have made prove incorrect due to market
conditions in our industries or other factors.
We provide forward-looking statements both in our filings with the SEC and orally in connection
with our quarterly earnings calls, and other events and presentations, including guidance on anticipated
sales growth and earnings per share. Our actual results or performance may be materially different than
reflected in forward-looking statements because of various risks and uncertainties.
Our forward-looking statements may not be accurate or complete, and we do not intend to update or
revise them in light of actual results. New risks also periodically arise. Please consider the risks and
factors that could cause our results to differ materially from what is described in our forward-looking
statements. See in particular “Factors Affecting Our Future Operating Results” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations.”
In providing guidance on our future earnings, we evaluate our budgets, strategic plans, and other
factors relating to our business. We make assumptions about external factors, including the following:
•
the outlook for our end markets and the global economy;
•
the level of U.S. import tariffs, as well as the impact of retaliatory tariffs from other countries
•
the impact of external factors on our competition;
•
the financial position of our customers and their willingness to pay for our products and services;
•
the estimated costs of purchasing materials;
•
the estimated costs and performance of transportation and logistics, including third-party service
providers;
•
developments in personnel costs;
•
our estimated income tax expense; and
•
rates for currency exchange, particularly between the Chinese renminbi and the U.S. dollar and
between the Swiss franc and the euro.
These assumptions may prove to be incorrect over time. For example, although no single end-
customer accounts for more than 1% of our revenues, if a number of our customers experienced
significant deterioration in their financial positions concurrently, it could have an impact on our results of
operations.
26
Some of our key internal assumptions include the following:
•
our ability to implement our business strategy;
•
our ability to implement price increases as forecasted;
•
the effectiveness of our sales and marketing programs such as our Spinnaker, market penetration,
and Field Turbo initiatives;
•
the effectiveness of our programs to improve our service business, including growth, globalization,
and productivity initiatives;
•
our ability to develop and deliver innovative products and services;
•
the continued growth of our sales in emerging markets;
•
our ability to mitigate increase tariff costs; and
•
the effectiveness of our productivity and cost-saving initiatives.
These internal assumptions may also prove to be incorrect over time. For example, with respect to
our ability to realize our planned price increases without disturbing our customer base in core markets, in
certain markets, such as emerging markets, price tends to be a more significant factor in customers’
decisions to purchase our products and services. Furthermore, we can have no assurance that our cost
reduction programs will generate adequate cost savings. Additionally, it may become necessary to take
additional restructuring actions resulting in additional restructuring costs.
Should any of our assumptions prove to be incorrect, or should we incur lower-than-expected
operating performance or cash flows, we may experience results different than our projections.
Our business involves certain operating risks, and our insurance may not be adequate to
cover all insured losses or liabilities we might incur in our operations.
We have procured various insurance policies for certain types of insurance coverage and in varying
coverage amounts. Our insurance may not be adequate to cover all losses or liabilities that we might incur
in our operations. As a result of market conditions, premiums and deductibles for certain of our insurance
policies may substantially increase. In some instances, certain insurance could become unavailable or
available only for reduced amounts of coverage. We also are subject to the risk that we may be unable to
maintain or obtain insurance of the type and amount we desire at a reasonable cost. If we were to incur a
significant liability for which we were uninsured or for which we were not fully insured, it could have a
material adverse effect on our financial position, results of operations, and cash flows.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
We rely on our technology infrastructure and information systems to interact with suppliers, sell our
products and services, fulfill orders, support our customers, and bill, collect, and make payments. Our
internally developed system and processes, as well as those systems and processes provided by third-party
vendors, may be susceptible to damage or interruption from cybersecurity threats, such as terrorist or
hacker attacks, the introduction of malicious computer viruses, ransomware, falsification of banking and
other information, insider risk, or other security breaches. Such attacks have become more and more
sophisticated over the years and in some cases have been conducted or sponsored by governmental actors
with significant means. We have implemented robust processes to assess, identify, and manage
cybersecurity risks, including potentially material risks, related to our internal information systems, our
products, and our business. Our Board of Directors has direct oversight of our enterprise risk management
process, including the management of cybersecurity risks, as described below.
27
Under the direction and supervision of our Chief Financial Officer, we conduct an annual
comprehensive enterprise risk assessment, which includes details of our management of enterprise-wide
risk topics, such as those related to cybersecurity risks. The Board of Directors receives the full results of
the annual enterprise risk assessment, including an evaluation of cybersecurity risks we face, risks more
broadly across our peers and industries, and a detailed description of the actions we have taken to mitigate
these risks. The Audit Committee of the Board of Directors reviews the results of the enterprise risk
assessment in detail with management on an annual basis and reports on its review to the Board of
Directors each year. We provide a comprehensive update to the Board of Directors on cybersecurity at
least annually, and more frequently as relevant.
Our Chief Information Officer and Head of Cybersecurity serve on our Cybersecurity Steering
Committee (the “Cyber SteCo”), along with our Chief Legal Officer, who reports to our Chief Executive
Officer, and our Head of Financial Processes, who reports to our Chief Financial Officer. The Cyber
SteCo, which meets monthly, develops and implements cybersecurity risk mitigation strategies and
activities throughout the year, including the management of comprehensive incident response plans, and
receives regular updates on cybersecurity-related matters.
Our Chief Information Officer, reporting to our Chief Executive Officer, has principal
responsibility for assessing and managing cybersecurity risks and preparing updates for the Board of
Directors. Our Chief Information Officer is also responsible for the operation of our cybersecurity
program. Our 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 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 27001. An Advisory Board, comprised of the Chief Executive Officer,
Chief Financial Officer and 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 Chief Information Officer.
The Cyber SteCo oversees activities related to the monitoring, prevention, detection, mitigation,
and remediation of cybersecurity risks. We have adopted the National Institute of Standards and
Technology (“NIST”) Cybersecurity Framework to continually evaluate and enhance our cybersecurity
procedures. Activities include mandatory quarterly online training for all employees, technical security
controls, enhanced data protection, the maintenance of backup and protective systems, policy review and
implementation, the evaluation and retention of cybersecurity insurance, and periodic assessments of
third-party service providers to assess the cyber preparedness of key vendors. To enhance our threat
preparedness, we perform monthly vulnerability scans, annual penetration testing with a third party, and
annual disaster recovery and cyber response drills, including third-party-facilitated drills. We use
automated tools that monitor, detect, and prevent cybersecurity risks and have a third party operated
security operations center that operates 24 hours a day to alert us to any potential cybersecurity threats. As
noted above, our Cyber SteCo also has implemented comprehensive incident response plans that define
the appropriate communication flow and response for certain categories of potential cybersecurity
incidents. The Cyber SteCo escalates events, including to the Chief Executive Officer and Board of
Directors, as deemed necessary.
The Cyber SteCo oversees our engagement with reputable third parties, which we utilize in
connection with our established processes to assess, identify, and manage potential and actual
cybersecurity threats, to actively monitor our systems internally using widely accepted digital applications,
processes, and controls, and to provide forensic assistance to facilitate system recovery in the case of an
incident.
28
If there is a cybersecurity incident, we may suffer interruptions in service, loss of assets or data, or
reduced functionality. Many of our systems are not redundant, and our disaster recovery planning may not
be sufficient for every eventuality a cybersecurity incident could cause. Security breaches of our systems
which allow inappropriate access to or inadvertent transfer of information and misappropriation or
unauthorized disclosure of confidential information belonging to us or to our employees, customers, or
suppliers could result in our suffering significant financial and reputational damage. Customers may use
our products and/or software to generate or manage critical information. Though we take steps to ensure
our products and/or software are secure, it is possible that a cyber attack could result in the loss or
compromise of critical information. If a customer alleges that a cyber attack causes or contributes to a loss
or compromise of critical information, whether or not caused by us, we could face harm to our reputation
and financial condition as it could cause us to incur legal liability and increased costs to respond to such
events.
29
Item 2. Properties
Our principal executive offices are located in Columbus, Ohio and Greifensee, Switzerland. The
following table lists our principal facilities, indicating the location and whether the facility is owned or
leased. The properties listed below serve primarily as manufacturing facilities or shared service centers
and also typically have a certain amount of space for service, sales and marketing, and administrative
activities. The facilities in Giessen, Germany, Viroflay, France, and Salford, United Kingdom are used
primarily for sales and marketing. We believe our facilities are adequate for our current and reasonably
anticipated future needs.
Location
Owned/Leased
Business Segment
Europe:
Greifensee/Nänikon, Switzerland . . . . . . . . . . . . . . . . Owned . . . . . . . . . . . . . . . . Swiss Operations
Urdorf, Switzerland . . . . . . . . . . . . . . . . . . . . . . . . . . . Owned . . . . . . . . . . . . . . . . Swiss Operations
Manchester, England . . . . . . . . . . . . . . . . . . . . . . . . . . Leased . . . . . . . . . . . . . . . . Western European Operations
Royston, United Kingdom . . . . . . . . . . . . . . . . . . . . . . Owned . . . . . . . . . . . . . . . . Western European Operations
Salford, United Kingdom . . . . . . . . . . . . . . . . . . . . . . Leased . . . . . . . . . . . . . . . . Western European Operations
Viroflay, France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Owned . . . . . . . . . . . . . . . . Western European Operations
Albstadt, Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . Owned . . . . . . . . . . . . . . . . Western European Operations
Giessen, (Hesse) Germany . . . . . . . . . . . . . . . . . . . . . Owned . . . . . . . . . . . . . . . . Western European Operations
Giesen, (Lower Saxony) Germany . . . . . . . . . . . . . . . Owned . . . . . . . . . . . . . . . . Western European Operations
Warsaw, Poland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leased . . . . . . . . . . . . . . . . Other Operations
Americas:
Columbus, Ohio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leased . . . . . . . . . . . . . . . . U.S. Operations
Worthington, Ohio (two facilities) . . . . . . . . . . . . . . . Owned . . . . . . . . . . . . . . . . U.S. Operations
Oakland, California . . . . . . . . . . . . . . . . . . . . . . . . . . . Owned . . . . . . . . . . . . . . . . U.S. Operations
Vacaville, California . . . . . . . . . . . . . . . . . . . . . . . . . . Owned . . . . . . . . . . . . . . . . U.S. Operations
Billerica, Massachusetts . . . . . . . . . . . . . . . . . . . . . . . Owned . . . . . . . . . . . . . . . . U.S. Operations
Lutz, Florida . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Owned . . . . . . . . . . . . . . . . U.S. Operations
Tijuana, Mexico (two facilities) . . . . . . . . . . . . . . . . . Leased . . . . . . . . . . . . . . . . U.S. Operations
Thorofare, New Jersey . . . . . . . . . . . . . . . . . . . . . . . . . Owned . . . . . . . . . . . . . . . . U.S. Operations
Plainsboro, New Jersey . . . . . . . . . . . . . . . . . . . . . . . . Leased . . . . . . . . . . . . . . . . U.S. Operations
Other:
Shanghai, China (two facilities) . . . . . . . . . . . . . . . . . Buildings Owned; . . . . . . . Chinese Operations
Land Leased
Changzhou, China (two facilities) . . . . . . . . . . . . . . . . Buildings Owned; . . . . . . . Chinese Operations
Land Leased
ChengDu, China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Building Owned; . . . . . . . . Chinese Operations
Land Leased
Mumbai, India (four facilities) . . . . . . . . . . . . . . . . . . Building, Land Owned (1);
Leased (3)
Other Operations
Kasurdi, India . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Owned . . . . . . . . . . . . . . . . Other Operations
Taman Mayang Jaya, Malaysia . . . . . . . . . . . . . . . . . . Building Owned; . . . . . . . . Other Operations
Land Leased
30
Item 3. Legal Proceedings
We are not currently involved in any legal proceeding that we believe could have a material adverse
effect upon our financial condition, results of operations, or cash flows. See the disclosure in Item 1 above
under “Environmental Matters,” as well as Note 17 to the consolidated financial statements.
Executive Officers of the Registrant
See Part III, Item 10 of this annual report for information about our executive officers.
31
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer
Purchases of Equity Securities
Market Information for Common Stock
Our common stock is traded on the New York Stock Exchange under the symbol “MTD.”
Holders
At January 23, 2026, there were 29 holders of record of common stock and 20,325,250 shares of
common stock outstanding. We estimate we have approximately 260,623 beneficial owners of common
stock.
Dividend Policy
Historically, we have not paid dividends on our common stock. However, we will evaluate this
policy on a periodic basis taking into account our results of operations, financial condition, capital
requirements including potential acquisitions, our share repurchase program, the taxation of dividends to
our shareholders, and other factors deemed relevant by our Board of Directors.
32
Share Performance Graph
The following graph compares the cumulative total returns (assuming reinvestment of dividends) on
$100 invested on December 31, 2020 through December 31, 2025 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.
Comparison of Cumulative Total Return Among Mettler-Toledo International Inc., the S&P 500 Index,
and SIC Code 3826 Index — Laboratory Analytical Instruments(a)
12/31/20
12/31/21
12/31/22
12/31/23
12/31/24
12/31/25
Mettler-Toledo
$100
$149
$127
$106
$107
$122
S&P 500 Index
$100
$129
$105
$133
$166
$196
SIC Code 3826 Index
$100
$139
$109
$103
$102
$106
(a) The Performance Graph will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act
of 1934, except to the extent that the Company specifically incorporates it by reference. In addition, the Performance Graph will not be deemed to be "soliciting
material" or to be "filed" with the SEC or subject to Regulation 14A or 14C, other than as provided in Regulation S-K, or to the liabilities of Section 18 of the
Securities Exchange Act of 1934, except to the extent that the Company specifically requests that such information be treated as soliciting material or
specifically incorporates it by reference into a filing under the Securities Act or the Securities Exchange Act.
33
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Issuer Purchases of Equity Securities
Total Number of
Shares Purchased
Average Price Paid
per Share
Total Number of
Shares Purchased as
Part of Publicly
Announced
Program
Approximate Dollar
Value (in thousands) of
Shares that may yet be
Purchased under the
Program
Period
October 1 to October 31, 2025 . . . .
58,554 $
1,347.08
58,554 $
973,310
November 1 to November 30, 2025
27,042
1,425.53
27,042
3,684,760
December 1 to December 31, 2025 .
18,596
1,415.42
18,596
3,658,439
Total . . . . . . . . . . . . . . . . . . . . . . . . .
104,192 $
1,379.64
104,192 $
3,658,439
In November 2025, the Company’s Board of Directors authorized an additional $2.75 billion to the
share repurchase program, which had $3.7 billion of remaining availability as of December 31, 2025. The
share repurchases are expected to be funded from cash generated from operating activities, borrowings,
and cash balances. Repurchases will be made through open market transactions, and the amount and
timing of purchases will depend on business and market conditions, the stock price, trading restrictions,
the level of acquisition activity, and other factors.
We have purchased 33.0 million common shares since the inception of the program in 2004 through
December 31, 2025, at a total cost of $10.6 billion and an average price per share of $320.91. During the
years ended December 31, 2025 and 2024, we spent $800 million and $850 million on the repurchase of
646,608 shares and 645,139 shares at an average price per share of $1,237.18 and $1,317.52, respectively.
We reissued 56,500 shares and 68,428 shares held in treasury for the exercise of stock options and
restricted stock units during 2025 and 2024, respectively. In addition, we incurred $7.4 million and $7.8
million of excise tax during the years ended December 31, 2025 and 2024, respectively, related to the
Inflation Reduction Act which is reflected as a reduction in shareholders' equity in our consolidated
financial statements.
Item 6. Reserved
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
The following discussion and analysis of our financial condition and results of operations should be
read together with our consolidated financial statements.
Changes in local currencies exclude the effect of currency exchange rate fluctuations. Local currency
amounts are determined by translating current and previous year consolidated financial information at an
index utilizing historical currency exchange rates. We believe local currency information provides a
helpful assessment of business performance and a useful measure of results between periods. We do not,
nor do we suggest that investors should, consider such non-GAAP financial measures in isolation from, or
as a substitute for, financial information prepared in accordance with GAAP. We present non-GAAP
financial measures in reporting our financial results to provide investors with an additional analytical tool
to evaluate our operating results.
We also include in the discussion below disclosures of immaterial qualitative factors that are not
quantified. Although the impact of such factors is not considered material, we believe these disclosures
can be useful in evaluating our operating results.
34
Overview
We operate a global business with sales that are diversified by geographic region, product range, and
customer. We hold leading positions worldwide in many of our markets and attribute this leadership to
several factors, including the strength of our brand name and reputation, our comprehensive offering of
innovative instruments and solutions, our Spinnaker sales and marketing program, and the breadth and
quality of our global sales and service network.
Net sales in U.S. dollars increased 4% in 2025 and 2% in 2024. Excluding the effect of currency
exchange rate fluctuations, or in local currencies, net sales increased 3% in both 2025 and 2024. We
estimate local currency net sales increased 4% in 2025 and were flat in 2024 excluding the impact of
previously disclosed delayed shipments in 2023 and acquisitions.
We faced a difficult environment in 2025 due to global trade disputes/tariffs, governmental policies
and geopolitics that increased uncertainty in our end markets and the global economy, while having a
negative impact on customer behavior and our import costs. Our team's resilience and agility, and our
pricing, supply chain, productivity and cost savings initiatives, were critical to our ability to mitigate these
challenges. We also 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. Over the past few years, we also
accelerated our digital capabilities to identify and pursue growth opportunities, while increasing the
effectiveness of our global sales organization. We also have continued to increase engagement with our
customers with our Go-to-Market and digital approaches. Our market-leading solutions and ability to
leverage our innovative portfolio have also allowed us to quickly capitalize on our customers' demand for
automation and digitalization solutions and faster growing segments. We are well positioned and have
continued to make investments to further strengthen our portfolio and capture future growth opportunities.
Our service business also delivered strong results in 2025 as we have been able to support our customers’
ability to maintain uptime, improve productivity, and comply with regulatory requirements.
As we enter 2026, we expect to continue to benefit from market trends toward automation and
digitalization. We also anticipate future opportunities with customer replacement cycles and investments
in on/near-shoring activities. However, timing remains unclear and many of our end-markets, including
pharma/biopharmaceutical, food, and chemical, remain challenged and continue to face uncertainty.
Our laboratory sales grew modestly in 2025 including improved bioprocessing market conditions,
while biotech research and academia market conditions were softer. We believe we will benefit from
favorable pharma/biopharma market trends in the future. We also believe we will continue to benefit from
increased customer demand for automation, digitalization, and safety; new facility investments; and
continued focus on regulatory compliance including data integrity requirements. Overall, we believe we
are well positioned to continue to capture growth and gain market share in our laboratory business.
Our industrial sales had good growth in 2025 with increases in both product inspection and core
industrial. We continue to benefit from our strong product offering and focus on the more attractive,
faster-growing segments of the market and strong execution of our growth initiatives in each region. We
also continue to benefit from market trends in automation and digitalization and also expect to benefit
from customer on/near-shoring activities in the future. Our core industrial-related products are also
especially sensitive to changes in economic growth. China and emerging market economies have
historically been an important source of growth based upon the expansion of their domestic economies,
and we expect this to also be a source of long-term growth. Product inspection experienced strong growth
in 2025, and we expect our product inspection end-market to continue to benefit from our customers’
focus on brand protection, food safety, and productivity.
35
Our food retailing sales improved during 2025 primarily due to increased project activity, especially
in the Americas. Traditionally, the spending levels in this sector have experienced more volatility than our
other end-markets due to the timing of customer project activity and new regulations.
In 2026, we will continue to pursue the overall business growth strategies which we have followed in
recent years:
Gaining Market Share. Innovation is essential to gaining market share and is fundamental in all
aspects of our business including sales and marketing and technology leadership. Our global sales and
marketing initiative, Spinnaker, continues to be an important growth strategy. We aim to gain market
share by implementing sophisticated sales and marketing programs, leveraging our extensive customer
databases, product offering, and installed base. While this initiative is broad-based, efforts to improve
these processes include the use of digitalization and advanced data analytics to identify, prioritize, and
pursue growth opportunities; the implementation of effective pricing related to value-based selling
strategies and processes; improved sales force guidance, training, and effectiveness; cross-selling;
increased segment marketing; and leads generation and nurturing activities. We also have added resources
to pursue under-penetrated market opportunities and continue to adapt our Go-to-Market approaches with
additional inside and telesales resources, while also increasing digital customer interaction. We continue
to benefit from digitalization tools to gain efficiencies and increase the effectiveness of our field sales
force.
In addition, our comprehensive service offerings, and our initiatives to globalize and harmonize these
offerings, help us further penetrate developed markets. We estimate that we have the largest installed base
of weighing instruments in the world, and we continue to leverage advanced data analytics and invest in
sales and marketing activities to increase the proportion of our installed base that is under service contract,
or sell new products that replace old products in our installed base. In addition to traditional repair and
maintenance, our service offerings continue to expand into value-added services for a range of market
needs, including regulatory compliance. We have also 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 33% of our total net sales of which
16% relates to China. We have a two-pronged strategy in emerging markets: first, to capitalize on long-
term growth opportunities in these markets, and second, to leverage our low-cost manufacturing
operations in China which was recently designated a Lighthouse site by the World Economic Forum's
Global Lighthouse Network. We have a nearly 40-year track record in China, and our sales in Asia have
grown more than 10% on a compound annual growth basis in local currencies since 2000. Over the years,
we also have broadened our product offering to the Asian markets. India has also been a source of
emerging market sales growth in past years due to increased life science research activities. Overall,
versus the prior year, we experienced a 3% increase in emerging market local currency sales by
destination during 2025, which included a local currency sales increase of 1% in China and 5% in other
emerging markets, respectively. Going forward, we continue to redeploy resources and sales and
marketing efforts to pharma/biopharmaceutical, food manufacturing, chemical, and new energy. We
believe the long-term growth of these segments will be favorably impacted by the Chinese government’s
emphasis on science, high-value industries, product quality, and food safety. We expect both our
laboratory and industrial businesses to benefit from our focus on these segments. We also continue to
pursue growth in under-penetrated emerging markets. However, emerging market sales can be volatile as
we experienced in China over the past several years. China has historically been volatile, and market
conditions may change unfavorably due to various factors. In addition to China and emerging markets, we
also pursue other faster-growth vertical markets. While rather small, these markets present outsized
growth potential. Segments include semiconductors, advanced materials, and new energy. The
36
components of these faster-growing segments will change as various markets develop, and we will
continue to leverage the breadth and scope of our product offering as new opportunities emerge.
Extending Our Technology Lead. We continue to focus on product innovation. In the last three years,
we spent a total of $574 million on research and development, reflecting approximately 5% of net sales.
We seek to improve our product offerings and their capabilities with additional integrated technologies
and software, which we believe supports our pricing differentiation and accelerates product replacement
cycles. In addition, we aim to create value for our customers by having thorough knowledge of their
processes via our significant installed product base.
Expanding Our Margins. We continue to strive to improve our margins by enhancing our value
proposition via innovation, more effectively pricing our products and services, optimizing our cost
structure, and improving our mix in higher-margin businesses such as service. For example, sophisticated
digital tools to provide us new insights to further refine our price strategies and processes. We have also
implemented productivity and cost savings initiatives over recent years to mitigate our reduced 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.
We also have implemented global procurement and supply chain management programs over the last
several years aimed at lowering costs and have increased our focus on these programs with our SternDrive
initiative. SternDrive is our global operational excellence program for continuous improvement efforts
within our supply chain, manufacturing, and back-office operations. Blue Ocean is also an important
enabler of our various margin expansion initiatives. Our move to standardized business processes,
systems, and data structures throughout our global organization provides greater data transparency and
faster access to real-time data while enabling our various digital strategies. Our cost leadership and
productivity initiatives are also focused on continuously improving our invested capital efficiency, such as
reducing our working capital levels, improving our order to cash cycle, and ensuring appropriate returns
on our expenditures.
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
leadership. We have identified life sciences and distribution channels as key areas for acquisitions. For
example, in 2025, we acquired several North American distributors that increased our direct market access
while expanding our service business, as well as an extension of our life science equipment offering and
other acquisitions.
Results of Operations — Consolidated
Global trade disputes/tariffs
In 2025, the U.S. government enacted incremental tariff rates on U.S. imports from certain foreign
countries. In response to the U.S. tariffs, the Chinese government implemented an additional tariff on
imports from the U.S. We estimate that we incurred costs before mitigation actions from the 2025
incremental tariffs of approximately $50 million in 2025, and have implemented various actions to fully
offset the effect of the current incremental tariffs in 2026. Incremental tariffs rates are currently 15% on
imports from Switzerland, 25% on non-USMCA imports from Mexico, 30% on imports from China, 15%
on imports from the European Union and 10% on imports from the United Kingdom. The U.S.
government has indicated it may make further changes to tariff rates in the future that may adversely
impact our financial results in future periods.
The recent escalation in global trade disputes/tariffs has increased economic uncertainty in our end
markets and the global economic environment, including increasing the risk of recession in many
37
countries, and market conditions may change quickly. Although we have implemented various actions to
mitigate the effect of current tariffs, they could adversely impact our financial results and could have a
greater impact on our operating results in future periods.
Net sales
Net sales were $4.0 billion for the year ended December 31, 2025, compared to $3.9 billion in 2024
and $3.8 billion in 2023. This represents increases of 4% in 2025 and 2% in 2024 in U.S. dollars and
increases of 3% in both 2025 and 2024 in local currencies. We estimate local currency net sales increased
4% in 2025 and were flat in 2024 excluding the impact of the previously disclosed delayed shipments in
2023 and acquisitions. In 2025, we experienced soft market demand in our end markets. We continue to
benefit from the execution of our global sales and marketing programs, our innovative product portfolio,
and investments in our field organization, particularly surrounding digital tools and techniques. However,
there continues to be uncertainty in our end-markets and the economic environment related to global trade/
tariffs, governmental policies, the geopolitical environment, the conflict in Ukraine, and continuing
instability in the Middle East and market conditions may change quickly.
In 2025, our net sales by geographic destination increased in U.S. dollars compared to 2024 by 5% in
the Americas, 6% in Europe, and 2% in Asia/Rest of World. In local currencies, our net sales by
geographic destination increased in 2025 by 5% in the Americas, 1% in Europe and 2% in Asia/Rest of
World, with 1% in China. Excluding the impact of the previously disclosed delayed shipments in 2023 and
acquisitions, we estimate local currency net sales in 2025 increased by 4% in the Americas, 3% in Europe
and 3% in Asia/Rest of World, with 1% in China. A discussion of sales by operating segment is included
below.
As described in Note 3 to our consolidated financial statements, our net sales comprise product sales
of precision instruments and related services. Service revenues are primarily derived from repair and other
services, including regulatory compliance qualification, calibration, certification, preventative
maintenance, and spare parts.
Net sales of products increased 3% in U.S. dollars and 1% in local currencies during 2025 and 1% in
both U.S. dollars and local currencies in 2024. Service revenue (including spare parts) increased 8% in
U.S. dollars and 7% in local currencies in 2025, and increased 7% in both U.S. dollars and local currencies
in 2024. Service revenue benefited approximately 1% from acquisitions in 2025.
Net sales of our laboratory products and services, which represented approximately 56% of our total
net sales in 2025, increased 3% in U.S. dollars and 1% in local currencies during 2025.We estimate
laboratory local currency net sales increased 3% in 2025 excluding the impact of the previously disclosed
delayed shipments in 2023. The local currency increase in net sales of our laboratory-related products
during 2025 includes growth in most product categories, especially process analytics.
Net sales of our industrial products and services, which represented approximately 39% of our total
net sales in 2025, increased 6% in U.S. dollars and 5% in local currencies during 2025. We estimate
industrial local currency net sales increased 5% in 2025 excluding the impact of the previously disclosed
delayed shipments in 2023 and acquisitions. The local currency increase in net sales of our industrial-
related products during 2025 includes strong growth in product inspection, and modest growth in core-
industrial.
Net sales of our food retailing products and services, which represented approximately 5% of our
total net sales in 2025, increased 5% in U.S. dollars and 3% in local currencies during 2025.We estimate
food retailing local currency net sales increased 5% in 2025 excluding the impact of the previously
disclosed delayed shipments in 2023. The local currency increase in net sales of our food retailing
products during 2025 includes increased project activity in the Americas.
38
Gross profit
Gross profit as a percentage of net sales was 59.4% for 2025, 60.1% for 2024, and 59.2% for 2023.
Gross profit as a percentage of net sales for products was 61.1% for 2025, compared to 62.1% for
2024 and 60.6% for 2023. Gross profit as a percentage of net sales for services (including spare parts) was
54.4% for 2025, compared to 53.7% for 2024 and 54.3% for 2023.
The decrease in gross profit as a percentage of net sales for 2025 primarily reflects increased tariff
costs, lower sales volume related to the recovery of shipping delays in the prior year, and unfavorable
business mix, partially offset by favorable price realization and benefits from our SternDrive program.
Additional changes in global trade disputes/tariffs may negatively impact our gross margins in future
periods. As previously mentioned, we have implemented various actions to mitigate the effect of the
current tariffs.
Research and development and selling, general, and administrative expenses
Research and development expenses as a percentage of net sales were 5.0% for 2025, compared to
4.9% for both 2024 and 2023. Research and development expenses in U.S. dollars increased 6% in 2025
and 2% in 2024, and in local currencies increased 2% in both 2025 and 2024.
Selling, general, and administrative expenses as a percentage of net sales were 24.8% for 2025,
compared to 24.2% for 2024 and 23.9% for 2023. Selling, general, and administrative expenses increased
7% in U.S. dollars and 5% in local currencies in 2025 and increased 4% in both U.S. dollars and local
currencies in 2024. The increase during 2025 primarily includes sales and marketing investments, offset in
part by savings from our cost savings initiatives.
Amortization expense
Amortization expense was $74.5 million in 2025, compared to $72.9 million and $72.2 million in
2024 and 2023, respectively.
Restructuring charges
During the past few years, we initiated various cost reduction measures. Restructuring charges were
$17.9 million in 2025, compared to $19.8 million and $32.7 million in 2024 and 2023, respectively.
Restructuring expenses are primarily comprised of employee-related costs.
Other charges (income), net
Other charges (income), net consisted of net income of $16.8 million, $4.6 million, and $4.1 million
in 2025, 2024, and 2023, respectively. Other charges (income), net includes non-service pension costs
(benefits), net (gains) losses from foreign currency transactions and hedging activities, interest income,
and other items. Non-service pension benefits were $13.6 million, $7.7 million, and $7.6 million in 2025,
2024, and 2023, respectively. Other charges (income), net also includes acquisition transaction costs of
$2.2 million in 2025 and $0.3 million in 2024. For the year ended December 31, 2025, it also includes a
net benefit of $4.4 million related to contingent consideration associated with previous acquisitions.
Interest expense and taxes
Interest expense was $68.5 million in 2025, compared to $74.6 million in 2024 and $77.4 million in
2023. The decrease in interest expense is primarily related to lower interest rates throughout the year.
Our reported tax rate was 17% in 2025, compared to 17% and 19% in 2024 and 2023, respectively.
The reported tax rate in 2025 and 2024 includes a non-cash discrete current tax benefit of $13.7 million
and $23.0 million, respectively, resulting from the reduction of uncertain tax position liabilities related to
39
the settlement of a tax audit. The reported rate in 2025 also includes a non-cash discrete deferred tax
benefit of $5.8 million resulting from the reduction of a valuation allowance related to the settlement of a
tax audit.
On July 4, 2025, the United States enacted new tax legislation into law. The legislation did not have a
material impact on our annual income tax rate or consolidated financial statements.
Results of Operations — by Operating Segment
The following is a discussion of the financial results of our operating segments. We currently have
five reportable segments: U.S. Operations, Swiss Operations, Western European Operations, Chinese
Operations, and Other Operations. A more detailed description of these segments is outlined in Note 18 to
our consolidated financial statements.
U.S. Operations (amounts in thousands)
2025
2024
2023
Increase
(Decrease) in %
2025 vs. 2024
Increase
(Decrease) in %
2024 vs. 2023
Net sales to external customers . $ 1,496,202 $ 1,429,502 $ 1,403,919
5%
2%
Net sales to other segments . . . .
152,955
153,759
137,192
(1)%
12%
Segment net sales . . . . . . . . . . . 1,649,157 1,583,261 1,541,111
4%
3%
Segment cost of sales . . . . . . . .
735,302
690,498
689,004
6%
—%
Segment period expense . . . . . .
538,495
499,698
487,055
8%
3%
Segment profit . . . . . . . . . . . . . . $
375,360 $
393,065 $
365,052
(5)%
8%
Segment net sales increased 4% in 2025 and 3% in 2024 and net sales to external customers
increased 5% in 2025 and 2% in 2024. Net sales to external customers and segment net sales benefited 1%
from acquisitions in 2025. The growth in net sales to external customers during 2025 was reduced
approximately 1% from the previously disclosed shipping delays, which benefited 2024 net sales to
external customers by approximately 2%. Net sales to external customers for 2025 includes particularly
strong growth in process analytics, food retail and product inspection.
Segment profit decreased $17.7 million in our U.S. Operations segment during 2025, compared to an
increase of $28.0 million during 2024. The segment profit decline in 2025 includes higher tariff costs and
lower sales volume related to the previously disclosed shipping delay recovery in the prior year, offset in
part by pricing.
Swiss Operations (amounts in thousands)
2025
2024
2023
Increase
(Decrease) in % (1)
2025 vs. 2024
Increase
(Decrease) in % (1)
2024 vs. 2023
Net sales to external customers . $
210,858 $
218,580 $
188,679
(4)%
16%
Net sales to other segments . . . .
836,217
801,749
761,114
4%
5%
Segment net sales . . . . . . . . . . . 1,047,075 1,020,329
949,793
3%
7%
Segment cost of sales . . . . . . . .
509,333
498,505
436,494
2%
14%
Segment period expense . . . . . .
254,028
241,178
231,818
5%
4%
Segment profit . . . . . . . . . . . . . . $
283,714 $
280,646 $
281,481
1%
—%
(1) Represents U.S. dollar growth (decline).
Segment net sales in U.S. dollars increased 3% in 2025 and 7% in 2024, and in local currencies
decreased 3% in 2025 and increased 5% in 2024. Net sales to external customers in U.S. dollars decreased
4% in 2025 and increased 16% in 2024, and in local currencies decreased 7% in 2025 and increased 14%
40
in 2024. The decrease in net sales to external customers includes a decline of approximately 3% during
2025 from the previously disclosed shipping delays, which benefited net sales to external customers by
approximately 7% in 2024. Local currency net sales to external customers during 2025 includes declines
in most product categories.
Segment profit increased $3.1 million in our Swiss Operations segment during 2025, compared to a
decrease of $0.8 million during 2024. Segment profit increased in 2025 primarily due to higher net sales to
other segments, offset in part by unfavorable foreign currency translation.
Western European Operations (amounts in thousands)
2025
2024
2023
Increase
(Decrease) in % (1)
2025 vs. 2024
Increase
(Decrease) in % (1)
2024 vs. 2023
Net sales to external customers . $
895,971 $
858,002 $
792,907
4%
8%
Net sales to other segments . . . .
202,552
185,321
188,963
9%
(2)%
Segment net sales . . . . . . . . . . . . 1,098,523 1,043,323
981,870
5%
6%
Segment cost of sales . . . . . . . . .
497,294
486,823
455,596
2%
7%
Segment period expense . . . . . . .
374,558
350,199
347,601
7%
1%
Segment profit . . . . . . . . . . . . . . $
226,671 $
206,301 $
178,673
10%
15%
(1) Represents U.S. dollar growth (decline).
Segment net sales in U.S. dollars increased 5% in 2025 and 6% in 2024, and in local currencies
increased 1% in 2025 and 6% in 2024. Net sales to external customers in U.S. dollars increased 4% in
2025 and 8% in 2024, and in local currencies were flat in 2025 and increased 8% in 2024. The growth in
net sales to external customers during 2025 was reduced approximately 2% from the previously disclosed
shipping delays, which benefited 2024 net sales to external customers by approximately 5%. Local
currency net sales to external customers during 2025 includes strong growth in core industrial and retail
products.
Segment profit increased $20.4 million in our Western European Operations segment during 2025,
compared to an increase of $27.6 million in 2024. The segment profit increase reflects increased net sales
and benefits from our margin expansion initiatives, as well as favorable foreign currency translation.
Chinese Operations (amounts in thousands)
2025
2024
2023
Increase
(Decrease) in % (1)
2025 vs. 2024
Increase
(Decrease) in % (1)
2024 vs. 2023
Net sales to external customers . $
634,833 $
628,447 $ 718,818
1%
(13)%
Net sales to other segments . . . .
329,690
320,196
278,027
3%
15%
Segment net sales . . . . . . . . . . . .
964,523
948,643
996,845
2%
(5)%
Segment cost of sales . . . . . . . . .
437,368
422,130
448,341
4%
(6)%
Segment period expense . . . . . . .
182,245
180,713
181,410
1%
—%
Segment profit . . . . . . . . . . . . . . $
344,910 $
345,800 $ 367,094
—%
(6)%
(1) Represents U.S. dollar growth (decline).
Segment net sales in U.S. dollars increased 2% in 2025 and decreased 5% in 2024, and in local
currencies increased 2% in 2025 and decreased 3% in 2024. Net sales to external customers in U.S. dollars
increased 1% in 2025 and decreased 13% in 2024, and in local currencies increased 1% in 2025 and
decreased 11% in 2024. The growth in net sales to external customers during 2025 was reduced
approximately 1% from the previously disclosed shipping delays, which benefited 2024 net sales to
41
external customers by approximately 1%. The increase in local currency net sales to external customers
during 2025 reflects modest growth in both laboratory and industrial products.
Segment profit decreased $0.9 million in our Chinese Operations segment during 2025, compared to
a decrease of $21.3 million in 2024. The decrease in segment profit during 2025 primarily reflects
increased tariff costs, offset in part by benefits from increased sales and our margin expansion initiatives.
Other Operations (amounts in thousands)
2025
2024
2023
Increase
(Decrease) in % (1)
2025 vs. 2024
Increase
(Decrease) in % (1)
2024 vs. 2023
Net sales to external customers . $
788,535 $
737,830 $
683,986
7%
8%
Net sales to other segments . . . .
40,862
21,738
20,600
88%
6%
Segment net sales . . . . . . . . . . . .
829,397
759,568
704,586
9%
8%
Segment cost of sales . . . . . . . . .
452,584
421,489
400,634
7%
5%
Segment period expense . . . . . . .
235,111
213,895
197,714
10%
8%
Segment profit . . . . . . . . . . . . . . $
141,702 $
124,184 $
106,238
14%
17%
(1) Represents U.S. dollar growth (decline).
Other Operations includes reporting units in Southeast Asia, Latin America, Eastern Europe, and
other countries. Segment net sales in U.S. dollars increased 9% in 2025 and 8% in 2024, and in local
currencies increased 9% in 2025 and 10% in 2024. Net sales to external customers in U.S. dollars
increased 7% in 2025 and 8% in 2024, and in local currencies increased 7% in 2025 and 10% in 2024.
Other Operations net sales to external customers and segment net sales in 2025 benefited approximately
2% from acquisitions. The growth in net sales to external customers during 2025 was reduced
approximately 2% from the previously disclosed shipping delays, which benefited 2024 net sales by
approximately 4%. The increase in local currency growth in net sales to external customers during 2025
includes strong growth in most product categories, particularly process analytics.
Segment profit increased $17.5 million in our Other Operations segment during 2025, compared to
an increase of $17.9 million during 2024. The increase in segment profit during 2025 primarily related to
increased segment net sales and benefits from our margin expansion initiatives.
Liquidity, Capital Resources, and Future Cash Requirements
Liquidity is our ability to generate sufficient cash to meet our obligations and commitments. Sources
of liquidity include cash flows from operating activities, available borrowings under our Credit
Agreement, the ability to obtain appropriate financing, and our cash and cash equivalent balances.
Currently, our financing requirements are primarily driven by working capital requirements, capital
expenditures, share repurchases, and acquisitions. Global market conditions can be uncertain, and our
ability to generate cash flows could be reduced by a deterioration in global markets.
We currently believe that cash flows from operating activities, together with liquidity available under
our Credit Agreement, local working capital facilities, and cash balances, will be sufficient to fund
currently anticipated working capital needs and spending requirements for at least the foreseeable future.
Cash provided by operating activities totaled $955.8 million in 2025, compared to $968.3 million in
2024 and $965.9 million in 2023. The decrease in 2025 includes higher cash incentive payments of
approximately $36 million related to prior year performance, offset in part by lower tax payments.
Capital expenditures are made primarily for investments in information systems and technology,
machinery, equipment, and the purchase and expansion of facilities. Our capital expenditures totaled
$107.1 million in 2025, $103.9 million in 2024, and $105.3 million in 2023. Capital expenditures in 2026
42
are expected to approximate $130 million subject to business and economic conditions and foreign
currency fluctuations.
We continue to explore potential acquisitions. In connection with any acquisition, we may incur
additional indebtedness. During 2025, we made several acquisitions related to our North America
distribution, an extension of our life science equipment offering, and other acquisitions. The cumulative
initial cash payments were $93.8 million and we may be required to pay additional consideration of up to
$35.5 million. Goodwill recorded in connection with the acquisitions totaled $56.0 million. We also
recorded $38.9 million of identified intangibles primarily pertaining to customer relationships in
connection with the acquisitions, which will be amortized on a straight-line basis over 5 to 10 years. For
additional information related to these acquisitions, refer to Note 4 to the consolidated financial
statements. In 2024 and 2023, we incurred acquisition payments of $10.1 million and $5.8 million,
respectively. In addition, we made the final contingent consideration payment of $10.0 million relating to
the PendoTECH acquisition in 2023, of which $5.6 million is included in financing activities for the
amount accrued at the acquisition date and $4.4 million is included in operating activities for the amount
not accrued at the acquisition date on the Consolidated Statement of Cash Flows in accordance with U.S.
GAAP.
Cash flows used in financing activities during 2025 primarily comprised share repurchases. In
accordance with our share repurchase program, we spent $800 million in 2025 and $850 million and $900
million in 2024 and 2023, respectively, on the repurchase of 646,608 shares, 645,139 shares, and 691,913
shares, respectively. Our share repurchase program does not obligate us to acquire any specific number of
shares; however, in 2026, we intend to spend in the range of $825 million to $875 million on the
repurchase of shares, subject to business and economic conditions.
On July 4, 2025, the United States enacted new tax legislation into law. We reflected the impact of
the legislation, which was not material, in 2025. We do not expect the legislation to have a material impact
on our projected annual income tax rate or consolidated financial statements.
We plan to continue to repatriate earnings from China, Switzerland, Germany, the United Kingdom,
and certain other countries in future years and expect the only additional cost associated with the
repatriation of such foreign earnings will be withholding taxes. All other undistributed earnings are
considered to be permanently reinvested. We believe the ongoing tax impact associated with repatriating
our undistributed foreign earnings will not have a material effect on our liquidity.
43
Senior Notes and Credit Facility Agreement
Our short-term borrowings and long-term debt consisted of the following at December 31, 2025:
U.S. Dollar
Other Principal
Trading Currencies
Total
3.91% $75 million 10-year Senior Notes due June 25, 2029 . . . . . . . . . . . . .
75,000
—
75,000
5.45% $150 million 10-year Senior Notes due March 1, 2033 . . . . . . . . . . .
150,000
—
150,000
2.83% $125 million 12-year Senior Notes due July 22, 2033 . . . . . . . . . . . .
125,000
—
125,000
3.19% $50 million 15-year Senior Notes due January 24, 2035 . . . . . . . . . .
50,000
—
50,000
2.81% $150 million 15-year Senior Notes due March 17, 2037 . . . . . . . . . .
150,000
—
150,000
2.91% $150 million 15-year Senior Notes due September 1, 2037 . . . . . . . .
150,000
—
150,000
1.47% EUR 125 million 15-year Senior Notes due June 17, 2030 . . . . . . . .
—
146,753
146,753
1.30% EUR 135 million 15-year Senior Notes due November 6, 2034 . . . . .
—
158,493
158,493
1.06% EUR 125 million 15-year Senior Notes due March 19, 2036 . . . . . . .
—
146,753
146,753
3.80% EUR 100 million 10 1/2-year Senior Notes due July 9, 2035 . . . . . . .
—
117,402
117,402
Senior Notes debt issuance costs, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,076)
(1,757)
(3,833)
Total Senior Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
697,924
567,644 1,265,568
$1.35 billion Credit Agreement, interest at benchmark plus 87.5 basis
points(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
416,762
392,453
809,215
Other local arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18,558
58,831
77,389
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,133,244
1,018,928 2,152,172
Less: current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5,528)
(58,403)
(63,931)
Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,127,716 $
960,525 $ 2,088,241
(1) See Note 6 and Note 7 for additional disclosures on the financial instruments associated with the Credit Agreement.
(2) The benchmark interest rate is determined by the borrowing currency. The benchmark rates by borrowing currency
are as follows: SOFR for U.S. dollars (plus a 10 basis points spread adjustment), SARON for Swiss franc, EURIBOR
for euro and SONIA for Great British pounds.
As of December 31, 2025, approximately $536.3 million of additional borrowings were available
under our Credit Agreement and we maintained $66.9 million of cash and cash equivalents. At
December 31, 2025, the interest payments associated with 71% of our debt are fixed obligations. We
expect to make interest payments of approximately $71.0 million during 2026 associated with our debt
outstanding as of December 31, 2025.
Changes in exchange rates between the currencies in which we generate cash flow and the currencies
in which our borrowings are denominated affect our liquidity. In addition, because we borrow in a variety
of currencies, our debt balances fluctuate due to changes in exchange rates. Further, we do not have any
downgrade triggers from rating agencies that would accelerate the maturity dates of our debt. We were in
compliance with our debt covenants as of December 31, 2025.
Senior Notes
The Senior Notes listed above are senior unsecured obligations and interest is payable semi-annually.
The Senior Notes each contain customary affirmative and negative covenants as further described in Note
10 to our consolidated financial statements.
In January 2025, we entered into an agreement to issue and sell EUR 100 million 10 1/2-year Senior
Notes with a fixed interest rate of 3.80% (3.8% Euro Senior Notes) in a private placement, which will
44
mature in July 2035. We used the proceeds from the sale of the notes to refinance existing indebtedness
and for other general corporate purposes.
In December 2022, we entered into an agreement to issue and sell $150 million 10-year Senior Notes
in a private placement. We issued $150 million with a fixed interest rate of 5.45% (5.45% Senior Notes) in
March 2023, which will mature in March 2033. We used the proceeds from the sale of the notes to
refinance existing indebtedness and for other general corporate purposes.
Credit Agreement
On May 30, 2024, we entered into a $1.35 billion Credit Agreement (the Credit Agreement), which
amended our $1.25 billion Amended and Restated Credit Agreement (the Prior Credit Agreement), which
is further described in Note 10 to our consolidated financial statements.
Other Local Arrangements
In April 2018, two of our non-U.S. pension plans issued loans totaling $48 million (Swiss franc 38
million) to a wholly-owned subsidiary of the Company. The loans have the same terms and conditions,
which include an interest rate of SARON plus 87.5 basis points. The loans were renewed for one year in
April 2025.
Share Repurchase Program
In November 2025, the Company’s Board of Directors authorized an additional $2.75 billion to the
share repurchase program, which had $3.7 billion of remaining availability as of December 31, 2025. The
share repurchases are expected to be funded from cash generated from operating activities, borrowings,
and cash balances. Repurchases will be made through open market transactions, and the amount and
timing of purchases will depend on business and market conditions, the stock price, trading restrictions,
the level of acquisition activity, and other factors.
We have purchased 33.0 million common shares since the inception of the program in 2004 through
December 31, 2025, at a total cost of $10.6 billion and average price per share of $320.91. During the
years ended December 31, 2025 and 2024, we spent $800 million and $850 million on the repurchase of
646,608 shares and 645,139 shares at an average price per share of $1,237.18 and $1,317.52, respectively.
We reissued 56,500 shares and 68,428 shares held in treasury for the exercise of stock options and
restricted stock units during 2025 and 2024, respectively. In addition, we incurred $7.4 million and $7.8
million of excise tax during the years ended December 31, 2025 and 2024, respectively, related to the
Inflation Reduction Act which is reflected as a reduction in shareholders' equity in our consolidated
financial statements.
Effect of Currency on Results of Operations
Our earnings are affected by changing exchange rates. We are particularly sensitive to changes in the
exchange rates between the Swiss franc, euro, Chinese renminbi, and U.S. dollar. We have more Swiss
franc expenses than we do Swiss franc sales because we develop and manufacture products in Switzerland
that we sell globally and have a number of corporate functions located in Switzerland. When the Swiss
franc strengthens against our other trading currencies, particularly the U.S. dollar and euro, our earnings
go down. We also have significantly more sales in the euro than we do expenses. When the euro weakens
against the U.S. dollar and Swiss franc, our earnings also go down. We estimate a 1% strengthening of the
Swiss franc against the euro would reduce our earnings before tax by approximately $2.8 million to
$3.1 million annually.
We also conduct business throughout the world, including Asia Pacific, the United Kingdom, Eastern
Europe, Latin America, and Canada. Fluctuations in these currency exchange rates against the U.S. dollar
45
can also affect our operating results. The most significant of these currency exposures is the Chinese
renminbi. The impact on our earnings before tax of the Chinese renminbi weakening 1% against the U.S.
dollar is a reduction of approximately $2.2 million to $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 euro.
Based on our outstanding debt at December 31, 2025, 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 $53.7 million in the
reported U.S. dollar value of our debt.
Taxes
We are subject to taxation in many jurisdictions throughout the world. Our effective tax rate and tax
liability will be affected by a number of factors, such as changes in law, the amount of taxable income in
particular jurisdictions, the tax rates in such jurisdictions, tax treaties between jurisdictions, the extent to
which we transfer funds between jurisdictions, and earnings repatriations between jurisdictions. Generally,
the tax liability for each taxpayer within the Mettler-Toledo International Inc. group of companies is
determined either (i) on a non-consolidated/non-combined basis or (ii) on a consolidated/combined basis
only with other eligible entities subject to tax in the same jurisdiction, in either case without regard to the
taxable losses of non-consolidated/non-combined affiliated legal entities.
Environmental Matters
We are subject to environmental laws and regulations in the jurisdictions in which we operate. We
own or lease a number of properties and manufacturing facilities around the world. Like many of our
competitors, we have incurred, and will continue to incur, capital and operating expenditures and other
costs in complying with such laws and regulations.
In addition, certain of our present and former facilities have or had been in operation for many
decades and, over such time, some of these facilities may have used substances or generated and disposed
of wastes which are or may be considered hazardous. It is possible that these sites, as well as disposal sites
owned by third parties to which we have sent wastes, may in the future be identified and become the
subject of remediation. Although we believe that we are in substantial compliance with applicable
environmental requirements and, to date, we have not incurred material expenditures in connection with
environmental matters, it is possible that we could become subject to additional environmental liabilities
in the future that could have a material adverse effect on our financial condition, results of operations, or
cash flows.
Inflation
Global inflation has recently moderated after rising sharply in 2022 and 2021 related to the
COVID-19 economic recovery and associated disruptions in global demand, supply chains/logistics, and
labor markets, the war in Ukraine and related significant increase in energy costs and the conflict in the
Middle East. Inflation can affect the costs of goods and services that we use, including raw materials to
manufacture our products, as well as transportation and logistical costs and other external costs and
services. Inflation can also affect labor costs which are a significant element of our overall cost structure.
Inflation can also lead to increased interest rates as country monetary policies combat inflation. This can
result in reduced economic growth and recessionary conditions, as well as higher borrowing costs.
Inflation presents several risks to our business as further described on page 21 in the Risk Factors section
of this Form 10-K, and these inflationary conditions could have a greater impact on our operating results
in future years.
46
Quantitative and Qualitative Disclosures about Market Risk
We have only limited involvement with derivative financial instruments and do not use them for
trading purposes.
We have entered into certain cross currency swap agreements. The fair value of these contracts was a
net liability of $32.2 million at December 31, 2025. Based on our agreements outstanding at December 31,
2025, a 100-basis-point change in interest rates and foreign currency exchange rates would result in a
change in the net aggregate market value of these instruments by approximately $6.4 million. Any change
in fair value would not affect our consolidated statement of operations unless such agreements and the
debt they hedge were prematurely settled.
Critical Accounting Estimates
Management’s discussion and analysis of our financial condition and results of operations is based
upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP.
The preparation of these consolidated financial statements requires us to make estimates and judgments
that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of
contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to
revenue, income taxes, inventories, goodwill and intangibles, leases, and pensions and other post-
retirement benefits. We base our estimates on historical experience and on various other assumptions that
are believed to be reasonable under the circumstances. The results form the basis for making judgments
about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or conditions.
We believe the following critical accounting estimates affect our more significant judgments used in
the preparation of our consolidated financial statements. For a detailed discussion on the application of
these and other accounting policies, see Note 2 to our consolidated financial statements.
Income taxes
Income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits
reflect management’s assessment of estimated future taxes to be paid on items in the consolidated
financial statements. We record a valuation allowance to reduce our deferred tax assets to the amount that
is more likely than not to be realized. The valuation allowance of $68.1 million as of December 31, 2025
is based on management’s estimates of future taxable income and application of relevant income tax law.
In the event we were to determine that we would be able to realize our deferred tax assets in the future in
excess of the net recorded amount, an adjustment to the valuation allowance would increase income or
equity in the period such determination was made. Likewise, should we determine that we would not be
able to realize all or part of the deferred tax asset in the future, an adjustment to the valuation allowance
would be charged to income in the period such determination was made.
We plan to repatriate earnings from China, Switzerland, Germany, the United Kingdom, and certain
other countries in future years and expect the additional tax costs associated with the repatriation of such
earnings will be non-U.S. withholding taxes, certain state taxes, and U.S. taxes on currency gains, if any.
All other undistributed earnings are considered permanently reinvested.
The significant assumptions and estimates described in the preceding paragraphs are important
contributors to our ultimate effective tax rate for each year in addition to our income mix from
geographical regions. If any of our assumptions or estimates were to change, or should our income mix
from our geographical regions change, our effective tax rate could be materially affected. Based on
earnings before taxes of $1.0 billion for the year ended December 31, 2025, each increase of $10.5 million
in tax expense would increase our effective tax rate by 1%.
47
Employee benefit plans
The net periodic pension cost for 2025 and projected benefit obligation as of December 31, 2025
were $1.6 million and $99.1 million, respectively, for our U.S. pension plan. The net periodic cost for
2025 and projected benefit obligation as of December 31, 2025 were $5.2 million and $1.0 billion,
respectively, for our international pension plans. The expected post-retirement benefit obligation as of
December 31, 2025 for our U.S. post-retirement medical benefit plan was $0.1 million.
Pension and post-retirement benefit plan expense and obligations are developed from assumptions
utilized in actuarial valuations. The most significant of these assumptions include the discount rate and
expected return on plan assets. In accordance with U.S. GAAP, actual results that differ from the
assumptions are accumulated and deferred over future periods. While management believes the
assumptions used are appropriate, differences in actual experience or changes in assumptions may affect
our plan obligations and future expense.
The expected rates of return on the various defined benefit pension plans’ assets are based on the
asset allocation of each plan and the long-term projected return of those assets, which represent a
diversified mix of U.S. and international corporate equities and government and corporate debt securities.
In 2002, we froze our U.S. defined benefit pension plan and discontinued our retiree medical program for
certain current and all future employees. Consequently, no significant future service costs will be incurred
on these plans. For 2025, the weighted average return on assets assumption was 6.75% for the U.S. plan
and 4.07% for the international plans. A change in the rate of return of 1% would impact annual benefit
plan expense by approximately $10.4 million after tax.
The discount rates for defined benefit and post-retirement plans are set by benchmarking against
high-quality corporate bonds. For 2025, the weighted average discount rate assumption was 5.0% for the
U.S. plan and 1.8% for the international plans, representing a weighted average of local rates in countries
where such plans exist. A change in the discount rate of 1% would impact annual benefit plan expense by
approximately $8.9 million after tax.
Goodwill and other intangible assets
As of December 31, 2025, our consolidated balance sheet included goodwill of $739.2 million and
other intangible assets of $278.9 million.
Our business acquisitions typically result in goodwill and other intangible assets, which affect the
amount of future period amortization expense and possible impairment expense. The determination of the
value of such intangible assets requires management to make estimates and assumptions that affect our
consolidated financial statements.
In accordance with U.S. GAAP, our goodwill and indefinite-lived intangible assets are not amortized,
but are evaluated for impairment annually in the fourth quarter, or more frequently if events or changes in
circumstances indicate that an asset might be impaired. The annual evaluations of goodwill and indefinite-
lived intangible assets are generally based on an assessment of qualitative factors to determine whether it
is more likely than not that the fair value of the asset is less than its carrying amount.
If we are unable to conclude whether the goodwill or indefinite-lived intangible asset is not impaired
after considering the totality of events and circumstances during our qualitative assessment, we perform a
quantitative impairment test by estimating the fair value of the respective reporting unit or indefinite-lived
intangible asset and comparing the fair value to the carrying amount of the goodwill asset. If the carrying
amount of the reporting unit or indefinite-lived intangible asset exceeds its fair value, an impairment
charge equal to the difference is recognized.
48
Both the qualitative and quantitative evaluations consider operating results, business plans, economic
conditions, and market data, among other factors. There are inherent uncertainties related to these factors
and our judgment in applying them to the impairment analyses. Our assessments to date have indicated
that there has been no impairment of these assets.
Should any of these estimates or assumptions change, or should we incur lower than expected
operating performance or cash flows, including from a prolonged economic slowdown, we may
experience a triggering event that requires a new fair value assessment for our reporting units, possibly
prior to the required annual assessment. These types of events and resulting analysis could result in
impairment charges for goodwill and other indefinite-lived intangible assets if the fair value estimate
declines below the carrying value.
Our amortization expense related to intangible assets with finite lives may materially change should
our estimates of their useful lives change.
New Accounting Pronouncements
See Note 2 to the consolidated financial statements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Discussion of this item is included in Management’s Discussion and Analysis of Financial Condition
and Results of Operations.
Item 8. Financial Statements and Supplementary Data
The financial statements required by this item are set forth starting on page F-1 and the related
financial schedule is set forth on page S-1.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
None.
Item 9A. Controls and Procedures
Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive
Officer and the Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and
procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report.
Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded
that these disclosure controls and procedures are effective.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over
financial reporting. Our internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s
financial statements for external reporting purposes in accordance with accounting principles generally
accepted in the United States of America.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions or that the degree of compliance
with the policies or procedures may deteriorate.
49
Management assessed the effectiveness of the Company’s internal control over financial reporting as
of December 31, 2025. In making this assessment, we used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated
Framework (2013). Based on our assessment, we concluded that, as of December 31, 2025, the
Company’s internal control over financial reporting is effective.
PricewaterhouseCoopers LLP, an independent registered public accounting firm that audited the
financial statements included in this Report on Form 10-K, has issued their integrated audit report, which
covers our internal control over financial reporting, which appears on page F-2.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended
December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
50
PART III
Item 10. Directors, Executive Officers, and Corporate Governance
The executive officers of the Company are set forth below. Officers are appointed by the Board of
Directors and serve at the discretion of the Board.
Name
Age
Position
Patrick Kaltenbach . . . . . . . . . . . . . . . . . . . . . . . . . .
62
President and Chief Executive Officer
Susan Graham-Bryce . . . . . . . . . . . . . . . . . . . . . . . .
50
Chief Human Resources Officer
Gerhard Keller . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
Head of Process Analytics
Shawn P. Vadala . . . . . . . . . . . . . . . . . . . . . . . . . . .
57
Chief Financial Officer
Oliver Wittorf . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
Head of Product Inspection, Retail, and Global Supply Chain
Richard Wong . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61
Head of Asia/Pacific
Patrick Kaltenbach joined the Company in January 2021 and assumed the role of Chief Executive
Officer beginning April 1, 2021. Prior to joining the Company, he served as the President of the Life
Sciences Segment at Becton Dickinson since 2018. Mr. Kaltenbach was President of Life Sciences and
Applied Markets Group at Agilent from 2014 to 2018. He held wide-ranging and increasing leadership
roles at Agilent and its predecessor company, Hewlett Packard, since joining in 1991.
Susan Graham-Bryce joined the company in 2025 as Chief Human Resources Officer. Prior to
joining the company, she served as Chief Talent Officer at GE HealthCare. Ms. Graham-Bryce has held a
variety of global HR leadership roles at GE across multiple industries and geographies, including
assignments in Germany, France, the United Kingdom, Kenya, and the United States.
Gerhard Keller joined the Company in 1991 and has been Head of Process Analytics since July
2018 and Head of Pipettes since July 2013. He previously was Head of Region East Asia/Pacific and also
served in various Sales and Marketing leadership functions in Europe and Asia Pacific. Prior to joining the
Company, he worked in Quality Control at Sandoz, now Novartis, in Switzerland.
Shawn P. Vadala joined the Company in 1997 and has been Chief Financial Officer since January
2014 and also responsible for the Company’s Pricing program since 2008. Mr. Vadala previously held
various senior financial positions at the Company’s Columbus, Ohio and Greifensee, Switzerland offices
and was also responsible for Business Intelligence from 2010 to 2018. Prior to joining the Company, he
worked in the Boston and Zurich, Switzerland offices of PricewaterhouseCoopers.
Oliver Wittorf joined the Company in 2004 and held various leadership positions in Operations,
Supply Chain Management and IT in Switzerland, the US, and China. He assumed the role of Head of
Global Supply Chain Management in 2010 with additional responsibility for the Retail Division in 2020
and the Product Inspection Division in 2026, and was also responsible for Information Technology from
2017 to 2025. Prior to joining the Company, Mr. Wittorf worked for a corporate finance advisory firm in
Switzerland.
Richard Wong has been Head of Asia/Pacific since 2009. Prior to joining the Company in 2008, he
held various regional management positions with Agilent Technologies from 1998 to 2008 including Life
Sciences Field Operations for North Asia based in Beijing and later in Tokyo. He started his career with
Hewlett Packard in 1991 and held positions of increasing responsibilities in Sales and Marketing and
Finance.
51
Certifications
Our Chief Executive Officer and Chief Financial Officer provide certifications pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 in connection with our quarterly and annual financial
statement filings with the Securities and Exchange Commission. The certifications relating to this annual
report are attached as Exhibits 31.1 and 31.2.
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,” “Insider Trading Policy and Procedures,” and “Additional Information —
Section 16(a) Beneficial Ownership Reporting Compliance” in the 2026 Proxy Statement.
Item 11. Executive Compensation
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
2026 Proxy Statement is incorporated by reference herein.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
The information appearing in the section “Share Ownership” in the 2026 Proxy Statement is
incorporated by reference herein. Information appearing in “Securities Authorized for Issuance under
Equity Compensation Plans as of December 31, 2025” is included within Note 12 to the financial
statements.
Item 13. Certain Relationships and Related Transactions and Director Independence
Certain Relationships and Related Transactions — None.
Director Independence — The information in the section “Board of Directors — General
Information — Independence of the Board” in the 2026 Proxy Statement is incorporated by reference
herein.
Item 14. Principal Accounting Fees and Services
Information appearing in the section “Audit Committee Report” in the 2026 Proxy Statement is
hereby incorporated by reference.
52
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Exhibits, Financial Statements, and Schedules:
1. Financial Statements. See Index to consolidated financial statements included on page F-1.
2. Report of Independent Registered Public Accounting Firm (PCAOB ID 238). See page F-2.
3. Financial Statement Schedule. See Schedule II, which is included on page S-1.
4. List of Exhibits. See Exhibit Index included on page E-1.
Item 16. Form 10-K Summary
None.
53
EXHIBIT INDEX
Exhibit
No.
Description
3.1
Amended and Restated Certificate of Incorporation of the Company(1)
3.2
Second Amended and Restated By-laws of the Company, effective as of November 3, 2022 (17)
4.4*
Description of Capital Stock
10.1
Credit Agreement among Mettler-Toledo International Inc., certain of its subsidiaries, JPMorgan Chase Bank, N.A., and certain
other financial institutions, dated as of May 30, 2024(2)
10.4
Note Purchase Agreement dated as of Januar 9, 2025 by and among Mettler-Toledo International Inc., New York Life Insurance
Company, New York Life Insurance and Annuity Corporation, The Northwestern Mutual Life Insurance Company, Teachers
Insurance and Annuity Association, PRUCO Life Insurance Company, Jackson National Life Insurance Company, Symetra Life
Insurance Company, Thrivent Financial For Lutherans, Equitable Financial Life Insurance Company of America, Metropolitan
Life Insurance Company and Metropolitan Tower Life Insurance Company. (21)
10.5
Note Purchase Agreement dated as of June 27, 2014 by and among Mettler-Toledo International Inc., Babson Capital
Management LLC, Cigna Investments, Inc., and Teachers Insurance and Annuity Association of America(5)
10.6
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 America(16)
10.7
Second Amendment to Note Purchase Agreement dated as of December 23, 2021 to the Note Purchase Agreement dated as of
June 27, 2014, entered into by and among Mettler-Toledo International Inc., Life Insurance Company of North America, New
York Life Group Insurance Company of NY, Erie Family Life Insurance Company, Metropolitan Life Insurance Company,
Massachusetts Mutual Life Insurance Company, Yf Life Insurance International Limited, Banner Life Insurance Company, Great-
West Life & Annuity Insurance Company, Teachers Insurance and Annuity Association of America, Connecticut General Life
Insurance Company, and Healthspring Life & Health Insurance Company, Inc.(11)
10.8
Note Purchase Agreement dated as of March 31, 2015 by and among Mettler-Toledo International Inc., Metropolitan Life
Insurance Company, MetLife Insurance Company USA, OMI MLIC Investments Limited, and Massachusetts Mutual Life
Insurance Company(6)
10.9
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 Company(16)
10.10
Second Amendment to Note Purchase Agreement dated as of December 23, 2021, to the Note Purchase Agreement dated as of
March 31, 2015, entered into by and among Mettler-Toledo International Inc., Metropolitan Life Insurance Company,
Brighthouse Life Insurance Company, Massachusetts Mutual Life Insurance Company, and Great-West Life & Annuity Insurance
Company of New York.(11)
10.11
Note Purchase Agreement dated as of April 18, 2019 by and among Mettler-Toledo International Inc., Connecticut General Life
Insurance Company, Life Insurance Company of North America, Cigna Health and Life Insurance Company, MetLife Insurance
K.K., Brighthouse Life Insurance Company, Brighthouse Reinsurance Company of Delaware, Transatlantic Reinsurance
Company, and Pensionskasse des Bundes PUBLICA(7)
10.12
First Amendment to Note Purchase Agreement dated as of December 23, 2021 to the Note Purchase Agreement dated as of April
18, 2019, entered into by and among Mettler-Toledo International Inc., Metlife Insurance K.K., Brighthouse Life Insurance
Company, Brighthouse Reinsurance Company of Delaware, Transatlantic Reinsurance Company, Pensionskasse Des Bundes
Publica, Ensign Peak Advisors, Inc., Clifton Park Capital Management, LLC, Life Insurance Company of North America, and
New York Life Group Insurance Company of NY(11)
10.13
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 Company(8)
10.14
First Amendment to Note Purchase Agreement dated as of December 23, 2021 to the Note Purchase Agreement dated as of
November 6, 2019, entered into by and among Mettler-Toledo International Inc., Metlife Insurance K.K., Metropolitan Tower
Life Insurance Company, Pensionskasse Des Bundes Publica, The Northwestern Mutual Life Insurance Company, The Prudential
Insurance Company of America, Athene Annuity and Life Company, Athene Annuity & Life Assurance Company, The Lincoln
National Life Insurance Company, Swiss Re Life & Health America Inc., Zurich American Insurance Company Master
Retirement Trust, The Northwestern Mutual Life Insurance Company, The Northwestern Mutual Life Insurance Company for its
Group Annuity Separate Account, Physicians Mutual Insurance Company, Prudential Term Reinsurance Company, The Gibraltar
Life Insurance Co., Ltd., American General Life Insurance Company, and The United States Life Insurance Company in the City
of New York(11)
10.15
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 Company(9)
10.16
First Amendment to Note Purchase Agreement dated as of December 23, 2021 to the Note Purchase Agreement dated as of
December 16, 2020, entered into by and among Mettler-Toledo International Inc., Pruco Life Insurance Company, The Prudential
Insurance Company of America, American General Life Insurance Company, The United States Life Insurance Company in the
City of New York, The Variable Annuity Life Insurance Company, Athene Annuity 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 Company(11)
E-1
Exhibit
No.
Description
10.17
Note Purchase Agreement dated as of May 18, 2021 by and among Mettler-Toledo International Inc., Gibraltar Universal Life
Reinsurance Company, Highmark Inc., Pruco Life Insurance Company, The Prudential Insurance Company of America,
American General Life Insurance Company, The Variable Annuity Life Insurance Company, Athene Annuity & Life Assurance
Company, American Equity Investment Life Insurance Company, Athene Annuity and Life Company, Venerable Insurance and
Annuity Company, The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New York, Zurich
American Insurance Company, Metropolitan Life Insurance Company, Metlife Insurance K.K., The Northwestern Mutual Life
Insurance Company, The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account, Connecticut
General Life Insurance Company, and Cigna Health and Life Insurance Company(10)
10.18
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(11)
10.19
Note Purchase Agreement dated as of December 23, 2021 by and among Mettler-Toledo International Inc., The Lincoln National
Life Insurance Company, Metropolitan Life Insurance Company, MetLife Insurance K.K., Lockheed Martin Investment
Management Company, Metropolitan Tower Life Insurance Company, The Northwestern Mutual Life Insurance Company,
Gibraltar Universal Life Reinsurance Company, Prudential Legacy Insurance Company of New Jersey, Prudential Universal
Reinsurance Company, The Prudential Insurance Company of America, PICA Hartford Life Insurance Comfort Trust, The
Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account, American General Life Insurance
Company, The Variable Annuity Life Insurance Company, Massachusetts Mutual Life Insurance Company, Great-West Life &
Annuity Insurance Company of New York, New York Life Insurance Company, New York Life Insurance and Annuity
Company, New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account, and
Teachers Insurance and Annuity Association of America(11)
10.20
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 (18)
10.21†
Mettler-Toledo International Inc. 2007 Share Plan, effective February 7, 2008(12)
10.22†
Mettler-Toledo International Inc. 2013 Equity Incentive Plan, (Amended and Restated effective May 6, 2021)(13)
10.23†
Form of Restricted Stock Unit Agreement(23)
10.24†
Form of Performance Share Unit Agreement(19)
10.26†
Form of Stock Option Agreement Directors(23)
10.27†
Form of Stock Option Agreement(23)
10.29†
Employee Director Share Award Agreement(23)
10.32†
Regulations of the POBS PLUS — Incentive System for Members of the Group Management of Mettler Toledo, effective as of
November 2, 2022 (20)
10.49†
Amended Employment Agreement between Marc de La Guéronnière and Mettler-Toledo International Inc., dated as of October
21, 2025(22)
10.50†
Employment Agreement between Marc de La Guéronnière and Mettler-Toledo International Inc., dated as of January 27, 2011(14)
10.51†
Employment Agreement between Patrick Kaltenbach and Mettler-Toledo International Inc., dated as of December 14, 2020(15)
10.52†* Employment Agreement between Susan Graham-Bryce and Mettler-Toledo International Inc., dated as of March 13, 2025
10.53†
Employment Agreement between Gerhard Keller and Mettler-Toledo International Inc., dated as of April 27, 2018(15)
10.54†
Employment Agreement between Shawn P. Vadala and Mettler-Toledo International Inc., dated as of October 24, 2016(3)
10.55†
Form of Tax Equalization Agreement between Messrs, Kaltenbach, Keller, Magloth, and Mettler-Toledo International Inc., dated
as of October 10, 2007(14)
10.56†
Employment Agreement between Richard Wong and Mettler-Toledo International Inc. dated as of July 8, 2008(20)
10.58†
Form of Nonqualified Performance Stock Option Agreement(4)
10.59†
Amended Employment Agreement between Christian Magloth and Mettler-Toledo International Inc., dated as of October 10,
2024(23)
19.1
Insider Trading Policy(23)
19.2
Insider Trading Policy for Directors, Officers, and Designated Employees(23)
21*
Subsidiaries of the Company
23.1*
Consent of PricewaterhouseCoopers LLP
E-2
Exhibit
No.
Description
31.1*
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97†
Mettler-Toledo International Inc. Compensation Recoupment (Clawback) Policy, Effective November 9, 2023(5)
101.INS
XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its XBRL tags are
embedded within the Inline XBRL Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL Document)
_____________________________________
(1)
Incorporated by reference to the Company’s Report on Form 10-K dated March 13, 1998
(2)
Incorporated by reference to the Company’s Report on Form 8-K dated June 4, 2024
(3)
Incorporated by reference to the Company’s Report on Form 10-K dated February 2, 2017
(4)
Incorporated by reference to the Company’s Report on Form 10-K date February 9, 2024
(5)
Incorporated by reference to the Company’s Report on Form 8-K dated July 2, 2014
(6)
Incorporated by reference to the Company’s Report on Form 8-K dated March 31, 2015
(7)
Incorporated by reference to the Company’s Report on Form 8-K dated April 18, 2019
(8)
Incorporated by reference to the Company’s Report on Form 8-K dated November 6, 2019
(9)
Incorporated by reference to the Company’s Report on Form 8-K dated December 16, 2020
(10)
Incorporated by reference to the Company’s Report on Form 8-K dated May 20, 2021
(11)
Incorporated by reference to the Company’s Report on Form 8-K dated December 29, 2021
(12)
Incorporated by reference to the Company’s Report on Form 10-K dated February 15, 2008
(13)
Incorporated by reference to the Company’s Registration Statement on Form S-8 dated July 30, 2021 (Reg. No. 333-258294)
(14)
Incorporated by reference to the Company’s Report on Form 10-K dated February 16, 2011
(15)
Incorporated by reference to the Company’s Report on Form 10-Q dated July 27, 2018
(16)
Incorporated by reference to the Company’s Report on Form 8-K dated April 24, 2015
(17)
Incorporated by reference to the Company's Report on Form 8-K dated November 8, 2022
(18)
Incorporated by reference to the Company's Report on Form 8-K dated December 23, 2022
(19)
Incorporated by reference to the Company’s Report on Form 10-K dated February 11, 2022
(20)
Incorporated by reference to the Company’s Report on Form 10-K dated February 10, 2023
(21)
Incorporated by reference to the Company's Report on Form 8-K dated January 9, 2025
(22)
Incorporated by reference to the Company's Report on Form 8-K dated October 21, 2025
(23)
Incorporated by reference to the Company’s Report on Form 10-K dated February 7, 2025
*
Filed herewith
†
Management contract or compensatory arrangement
E-3
SIGNATURES
Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Mettler-Toledo International Inc.
(Registrant)
Date: February 6, 2026
By:
/s/Patrick Kaltenbach
Patrick Kaltenbach
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has
been signed below by the following persons on behalf of the registrant as of the date set out above and in the capacities
indicated.
Signature
Title
/s/Patrick Kaltenbach
President and Chief Executive Officer
Patrick Kaltenbach
/s/Shawn P. Vadala
Chief Financial Officer
Shawn P. Vadala
/s/Roland Diggelmann
Director
Roland Diggelmann
/s/Domitille Doat-Le Bigot
Director
Domitille Doat-Le Bigot
/s/Elisha Finney
Director
Elisha Finney
/s/Pablo Perversi
Director
Pablo Perversi
/s/Michael A. Kelly
Director
Michael A. Kelly
/s/Thomas P. Salice
Director
Thomas P. Salice
/s/Brian Shepherd
Director
Brian Shepherd
/s/Michael J. Tokich
Director
Michael J. Tokich
/s/Wolfgang Wienand
Director
Wolfgang Wienand
/s/Ingrid Zhang
Director
Ingrid Zhang
E-4
METTLER-TOLEDO INTERNATIONAL INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2
Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023 . . . . . . . . . . . . . . . . . . . F-4
Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023 . . . . . . . . . F-5
Consolidated Balance Sheets as of December 31, 2025 and 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2025, 2024, and 2023 . . . . . . . . . . . F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023 . . . . . . . . . . . . . . . . . . F-8
Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-9
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Mettler-Toledo International Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Mettler-Toledo International Inc. and its
subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of
operations, of comprehensive income, of shareholders' equity and of cash flows for each of the three years in the
period ended December 31, 2025, including the related notes and schedule of valuation and qualifying accounts for
each of the three years in the period ended December 31, 2025 appearing on page S-1 (collectively referred to as the
"consolidated financial statements"). We also have audited the Company's internal control over financial reporting
as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles
generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective
internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial
reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.
Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's
internal control over financial reporting based on our audits. We are a public accounting firm registered with the
Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of
material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting
was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our
audits also included performing such other procedures as we considered necessary in the circumstances. We believe
that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
F-2
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that (i)
relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our
especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Product Revenue Recognition
As described in Note 2 to the consolidated financial statements, product revenue is recognized from contracts with
customers when a customer has obtained control of a product. The Company considers control to have transferred
based upon shipping terms. As described in Note 3, for the year ended December 31, 2025, the Company’s net sales
were $4.0 billion, of which $3.0 billion relate to product revenue.
The principal consideration for our determination that performing procedures relating to product revenue
recognition is a critical audit matter is a high degree of auditor effort in performing procedures related to product
revenue recognition.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming
our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of
controls relating to the product revenue recognition process. These procedures also included, among others, testing
the appropriateness of product revenue recognized for a sample of product revenue transactions by obtaining and
inspecting evidence of arrangement, evidence of products delivered, and, where applicable, consideration received
in exchange for those products.
/s/PricewaterhouseCoopers LLP
Columbus, Ohio
February 6, 2026
We have served as the Company’s auditor since 2005.
F-3
METTLER-TOLEDO INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31
(In thousands, except share data)
2025
2024
2023
Net sales
Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
3,007,805 $
2,930,228 $
2,906,661
Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,018,594
942,133
881,648
Total net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,026,399
3,872,361
3,788,309
Cost of sales
Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,170,864
1,110,886
1,144,167
Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
464,889
435,892
402,856
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,390,646
2,325,583
2,241,286
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
199,373
189,357
185,284
Selling, general, and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
998,314
936,303
904,106
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74,469
72,869
72,213
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68,515
74,631
77,366
Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17,868
19,771
32,735
Other income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(16,802)
(4,571)
(4,146)
Earnings before taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,048,909
1,037,223
973,728
Provision for taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
179,716
174,083
184,950
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
869,193 $
863,140 $
788,778
Basic earnings per common share:
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
42.17 $
40.67 $
36.10
Weighted average number of common shares . . . . . . . . . . . . . . . . . . . . . . .
20,610,189
21,221,839
21,848,122
Diluted earnings per common share: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
42.05 $
40.48 $
35.90
Weighted average number of common and common equivalent shares . . .
20,671,708
21,320,641
21,971,528
The accompanying notes are an integral part of these consolidated financial statements.
F-4
METTLER-TOLEDO INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31
(In thousands, except share data)
2025
2024
2023
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 869,193 $ 863,140 $ 788,778
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(51,022)
(16,273)
(34,366)
Unrealized gains (losses) on cash flow hedging arrangements:
Unrealized gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(15,446)
19,836
(12,372)
Effective portion of (gains) losses included in net earnings . . . . . . . . . . . . . . . . . .
16,631
(23,876)
8,236
Defined benefit pension and post-retirement plans:
Net actuarial gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46,286
(26,699)
(48,736)
Plan amendments and prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
663
(70)
(64)
Amortization of actuarial losses (gains), plan amendments,
and prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,976
9,803
6,482
Impact of foreign currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(23,387)
11,236
(11,762)
Total other comprehensive income (loss), net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(13,299)
(26,043)
(92,582)
Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 855,894 $ 837,097 $ 696,196
The accompanying notes are an integral part of these consolidated financial statements.
F-5
METTLER-TOLEDO INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
As of December 31
(In thousands, except share data)
2025
2024
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
66,888 $
59,362
Trade accounts receivable, less allowances of $16,857 in 2025 and $16,657 in 2024 . . . . . .
778,243
687,112
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
387,228
342,274
Other current assets and prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
130,308
105,158
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,362,667
1,193,906
Property, plant, and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
845,636
770,280
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
739,225
668,914
Other intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
278,910
257,143
Deferred tax assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41,380
34,586
Other non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
444,828
315,170
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
3,712,646 $
3,239,999
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
266,628 $
215,843
Accrued and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
237,482
187,701
Accrued compensation and related items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
199,516
184,532
Deferred revenue and customer prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
229,378
204,166
Taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
201,181
193,328
Short-term borrowings and current maturities of long-term debt . . . . . . . . . . . . . . . . . . . . . .
63,931
182,623
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,198,116
1,168,193
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,088,241
1,831,265
Deferred tax liabilities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
151,784
103,953
Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
298,141
263,478
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,736,282
3,366,889
Commitments and contingencies (Note 17)
Shareholders’ equity:
Preferred stock, $0.01 par value per share; authorized 10,000,000 shares . . . . . . . . . . . . . . .
—
—
Common stock, $0.01 par value per share; authorized 125,000,000 shares; issued
44,786,011 and 44,786,011 shares, outstanding 20,359,353 and 20,949,461 shares at
December 31, 2025 and 2024, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
448
448
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
936,276
897,025
Treasury stock at cost (24,426,658 and 23,836,550 shares at December 31, 2025 and
2024, respectively) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(9,839,399)
(9,049,925)
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,238,196
8,371,420
Accumulated other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(359,157)
(345,858)
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(23,636)
(126,890)
Total liabilities and shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
3,712,646 $
3,239,999
The accompanying notes are an integral part of these consolidated financial statements.
F-6
METTLER-TOLEDO INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the years ended December 31
(In thousands, except share data)
Common Stock
Additional
Paid-In
Capital
Treasury
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
Shares
Amount
Balance at December 31, 2022 . . . . . . . . . . . . . . . . . 22,139,009
$
448
$ 850,368
$ (7,325,656) $ 6,726,866
$
(227,233) $
24,793
Exercise of stock options and restricted stock units .
79,076
—
2,814
21,308
(4,888)
—
19,234
Repurchases of common stock . . . . . . . . . . . . . . . . .
(691,913)
—
—
(900,000)
—
—
(900,000)
Excise tax on net repurchases of common stock . . .
—
—
—
(8,089)
—
—
(8,089)
Share-based compensation . . . . . . . . . . . . . . . . . . . .
—
—
17,928
—
—
—
17,928
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
788,778
—
788,778
Other comprehensive income (loss), net of tax . . . .
—
—
—
—
—
(92,582)
(92,582)
Balance at December 31, 2023 . . . . . . . . . . . . . . . . . 21,526,172
$
448
$ 871,110
$ (8,212,437) $ 7,510,756
$
(319,815) $
(149,938)
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)
Share-based compensation . . . . . . . . . . . . . . . . . . . .
—
—
19,979
—
—
—
19,979
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
863,140
—
863,140
Other comprehensive income (loss), net of tax . . . .
—
—
—
—
—
(26,043)
(26,043)
Balance at December 31, 2024 . . . . . . . . . . . . . . . . . 20,949,461
$
448
$ 897,025
$ (9,049,925) $ 8,371,420
$
(345,858) $
(126,890)
Exercise of stock options and restricted stock units .
56,500
—
16,739
17,951
(2,417)
—
32,273
Repurchases of common stock . . . . . . . . . . . . . . . . .
(646,608)
—
—
(799,995)
—
—
(799,995)
Excise tax on net repurchases of common stock . . .
—
—
—
(7,430)
—
—
(7,430)
Share-based compensation . . . . . . . . . . . . . . . . . . . .
—
—
22,512
—
—
—
22,512
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
869,193
—
869,193
Other comprehensive income (loss), net of tax . . . .
—
—
—
—
—
(13,299)
(13,299)
Balance at December 31, 2025 . . . . . . . . . . . . . . . . . 20,359,353
$
448
$ 936,276
$ (9,839,399) $ 9,238,196
$
(359,157) $
(23,636)
The accompanying notes are an integral part of these consolidated financial statements.
F-7
METTLER-TOLEDO INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31
(In thousands)
2025
2024
2023
Cash flows from operating activities:
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
869,193
$
863,140
$
788,778
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51,141
50,352
48,951
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74,469
72,869
72,213
Deferred tax provision (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17,471
(5,216)
(13,373)
Share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22,512
19,979
17,928
Non-cash discrete current tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(13,685)
(22,982)
—
Increase (decrease) in cash resulting from changes in:
Trade accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(46,349)
(52,999)
50,296
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7,651)
24,127
71,021
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(10,847)
(1,015)
20,666
Trade accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33,762
12,083
(40,554)
Taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(18,816)
(11,931)
12,260
Accruals and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(15,428)
19,939
(62,312)
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
955,772
968,346
965,874
Cash flows from investing activities:
Proceeds from sale of property, plant, and equipment . . . . . . . . . . . . . . . . . . . . . . .
—
1,631
835
Purchase of property, plant, and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(107,124)
(103,898)
(105,323)
Proceeds from government grant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,170
—
6,094
Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(93,839)
(10,091)
(5,811)
Other investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
919
(7,104)
(27,489)
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(193,874)
(119,462)
(131,694)
Cash flows from financing activities:
Proceeds from borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,996,222
2,156,565
2,126,797
Repayments of borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,974,762)
(2,175,291)
(2,097,023)
Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32,273
23,719
19,234
Repurchases of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(799,995)
(849,997)
(900,000)
Payments of excise tax on repurchases of common stock . . . . . . . . . . . . . . . . . . . .
(7,750)
(8,089)
—
Acquisition contingent consideration paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
(7,767)
Other financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,161)
(2,884)
(826)
Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(755,173)
(855,977)
(859,585)
Effect of exchange rate changes on cash and cash equivalents . . . . . . . . . . . . . . . . . .
801
(3,352)
(754)
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . .
7,526
(10,445)
(26,159)
Cash and cash equivalents:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59,362
69,807
95,966
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
66,888
$
59,362
$
69,807
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
66,634
$
75,937
$
75,618
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
180,848
$
209,374
$
178,255
The accompanying notes are an integral part of these consolidated financial statements.
F-8
1.
BUSINESS DESCRIPTION AND BASIS OF PRESENTATION
Mettler-Toledo International Inc. (Mettler-Toledo or the Company) is a leading global supplier of
precision instruments and services. The Company manufactures weighing instruments for use in
laboratory, industrial, packaging, logistics, and food retailing applications. The Company also
manufactures several related analytical instruments and provides automated chemistry solutions used in
drug and chemical compound discovery and development. In addition, the Company manufactures metal
detection and other end-of-line inspection systems used in production and packaging and provides
solutions for use in certain process analytics applications. The Company’s primary manufacturing
facilities are located in China, Switzerland, the United States, Germany, the United Kingdom, and Mexico.
The Company’s principal executive offices are located in Columbus, Ohio and Greifensee, Switzerland.
The consolidated financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America (U.S. GAAP) and include all entities in which the
Company has control, which are its wholly owned subsidiaries.
The preparation of financial statements in conformity with U.S. GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, as well as disclosure of
contingent assets and liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting periods. Actual results may differ from those estimates due to
uncertainty around the ongoing developments related to global trade disputes/tariffs, governmental
policies, the geopolitical environment, the conflict in Ukraine and continuing instability in the Middle
East, as well as other factors. A discussion of the Company's significant accounting policies is included in
the Notes to the Consolidated Financial Statements included within this filing.
All intercompany transactions and balances have been eliminated.
Certain prior year items have been updated to conform with current year presentation.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments with original maturity dates of three
months or less. The carrying value of these cash equivalents approximates fair value.
Trade Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The
allowance for expected credit losses represents the Company’s best estimate based on current and
historical information and reasonable and supportable forecasts of future events and circumstances.
Inventories
Inventories are valued at the lower of cost or net realizable value. Cost, which includes direct
materials, labor, and overhead, is generally determined using the first in, first out (FIFO) method. The
estimated net realizable value is based on assumptions for future demand and related pricing. Adjustments
to the cost basis of the Company’s inventory are made for excess and obsolete items based on usage,
expected future orders, and technological obsolescence. If actual market conditions are less favorable than
those projected by management, reductions in the value of inventory may be required.
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data, unless otherwise stated)
F-9
Long-Lived Assets
a) Property, Plant, and Equipment
Property, plant, and equipment are stated at cost less accumulated depreciation. Repair and
maintenance costs are charged to expense as incurred. The Company capitalizes certain direct costs related
to the acquisition and development of internal-use computer software. Externally purchased software is
capitalized when the Company obtains legal ownership and is amortized over its useful life ranging from
three to five years. Internally developed software costs for internal use are capitalized once the preliminary
project stage is complete and it is probable that the project will be completed and the software will be used
to perform the function intended. Costs associated with internal-use software are amortized on a straight-
line basis over 10 years. Fully depreciated assets other than capitalized internally developed software are
retained in property, plant, and equipment and accumulated depreciation accounts until disposal.
Depreciation and amortization are charged on a straight-line basis over the estimated useful lives of
the assets as follows:
Buildings and improvements . . . . . . . . . . . . . . . . . . 15 to 50 years
Machinery and equipment . . . . . . . . . . . . . . . . . . . . 3 to 12 years
Computer software . . . . . . . . . . . . . . . . . . . . . . . . . . 3 to 10 years
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . Shorter of useful life or lease term
b) Goodwill and Other Intangible Assets
Goodwill, representing the excess of purchase price over the fair value of the net assets of companies
acquired, and indefinite-lived intangible assets are not amortized, but are reviewed for impairment
annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that an
asset might be impaired. The annual evaluations of goodwill and indefinite-lived intangible assets are
generally based on an assessment of qualitative factors to determine whether it is more likely than not that
the fair value of the asset is less than its carrying amount.
If the Company is unable to conclude whether the goodwill or indefinite-lived intangible asset is not
impaired after considering the totality of events and circumstances during its qualitative assessment, the
Company performs a quantitative assessment by estimating the fair value of the respective reporting unit
or indefinite-lived intangible asset and comparing the fair value to the carrying amount. If the carrying
amount of the reporting unit or indefinite-lived intangible asset exceeds its fair value, an impairment
charge equal to the difference is recognized.
Other intangible assets include indefinite-lived assets and assets subject to amortization. Where
applicable, amortization is charged on a straight-line basis over the expected period to be benefited. The
straight-line method of amortization reflects an appropriate allocation of the cost of the intangible assets to
earnings in proportion to the amount of economic benefits obtained by the Company in each reporting
period. The Company assesses the initial acquisition of intangible assets in accordance with the provisions
of ASC 805 - Business Combinations and the continued accounting for previously recognized intangible
assets and goodwill in accordance with the provisions of ASC 350 - Intangible - Goodwill and Other and
ASC 360 - Property, Plant, and Equipment.
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-10
Accounting for Impairment of Long-Lived Assets
The Company assesses the need to record impairment losses on long-lived assets (asset group) with
finite lives when events or changes in circumstances indicate that the carrying amount of assets may not
be recoverable. An impairment loss would be recognized when future estimated undiscounted cash flows
expected to result from use and eventually disposition of that asset (asset group) are less than the asset’s
carrying value, with the loss measured as the difference between carrying value and estimated fair value.
Taxation
The Company files tax returns in each jurisdiction in which it operates. Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities, their respective tax bases, and operating loss
and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in the
respective jurisdictions in which the Company operates. In assessing the ability to realize deferred tax
assets, management considers whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The valuation allowance is based on management’s estimates of future taxable
income and application of relevant income tax law.
Deferred taxes are not provided on the unremitted earnings of subsidiaries outside of the United
States when it is expected that these earnings are permanently reinvested. Such earnings may become
taxable upon the sale or liquidation of these subsidiaries or upon the remittance of dividends. Deferred
taxes are provided when the Company no longer considers subsidiary earnings to be permanently invested,
such as in situations where the Company’s subsidiaries plan to make future dividend distributions.
In accordance with the Tax Cuts and Jobs Act, the Company treats taxes due on future Global
Intangible Low-Taxed Income (GILTI) inclusions in U.S. taxable income as a current period expense
when incurred.
The Company recognizes accrued amounts of interest and penalties related to its uncertain tax
positions as part of income tax expense within its consolidated statement of operations.
Currency Translation and Transactions
The reporting currency for the consolidated financial statements of the Company is the U.S. dollar.
The functional currency for the Company’s operations is generally the applicable local currency.
Accordingly, the assets and liabilities of companies whose functional currency is other than the U.S. dollar
are included in the consolidated financial statements by translating the assets and liabilities into the
reporting currency at the exchange rates applicable at the end of the reporting period. The statements of
operations and cash flows of such non-U.S. dollar functional currency operations are translated at the
monthly weighted average exchange rates during the year. Translation gains or losses are accumulated in
other comprehensive income (loss) in the consolidated statements of shareholders’ equity. Transaction
gains and losses are included as a component of net earnings or in certain circumstances as a component
of other comprehensive income (loss) where the underlying item is considered a hedge of a net investment
or relates to intercompany notes that are long term in nature.
Revenue Recognition
Product revenue is recognized from contracts with customers when a customer has obtained control
of a product. The Company considers control to have transferred based upon shipping terms. To the extent
the Company’s contracts have a separate performance obligation, revenue related to any post-shipment
performance obligation is deferred until completed. Shipping and handling costs charged to customers are
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-11
included in total net sales and the associated expense is a component of cost of sales. Certain products are
also sold through indirect distribution channels whereby the distributor assumes any further obligations to
the end-customer. Revenue is recognized on these distributor arrangements upon transfer of control to the
distributor. Contracts do not contain variable pricing arrangements that are retrospective, except for rebate
programs. Rebates are estimated based on expected sales volumes and offset against revenue at the time
such revenue is recognized. The Company generally maintains the right to accept or reject a product return
in its terms and conditions and also maintains appropriate accruals for outstanding credits. The related
provisions for estimated returns and rebates are immaterial to the consolidated financial statements.
Certain of the Company’s product arrangements include separate performance obligations, primarily
related to installation. Such performance obligations are accounted for separately when the deliverables
have stand-alone value and the satisfaction of the undelivered performance obligations is probable and
within the Company’s control. The allocation of revenue between the performance obligations is based on
the observable stand-alone selling prices at the time of the sale in accordance with a number of factors
including service technician billing rates, time to install, and geographic location.
Software is generally not considered a distinct performance obligation with the exception of a limited
number of small software applications. The Company primarily sells software products with the related
hardware instrument as the software is embedded in the product. The Company’s products typically
require no significant production, modification, or customization of the hardware or software that is
essential to the functionality of the products.
Service revenue not under contract is recognized upon the completion of the service performed.
Revenue from spare parts sold on a stand-alone basis is recognized when control is transferred to the
customer, which is generally at the time of shipment or delivery. Revenue from service contracts is
recognized ratably over the contract period using a time-based method. These contracts represent an
obligation to perform repair and other services including regulatory compliance qualification, calibration,
certification, and preventative maintenance on a customer’s pre-defined equipment over the contract
period.
Leases
The Company considers an arrangement a lease if the arrangement transfers the right to control the
use of an identified asset in exchange for consideration.
Lease right-of-use assets represent the right to use an underlying asset for the lease term, and lease
liabilities represent the obligation to make payments arising from the lease agreement. These assets and
liabilities are recognized at the commencement of the lease based upon the present value of the lease
payments over the lease term. Lease payments include both lease and non-lease components for items or
activities that transfer a good or service. Vehicle lease and non-lease components are separately accounted
for based on stand-alone value. Real estate lease and non-lease components are accounted for as a single
component. Operating lease right-of-use assets include initial direct costs, advanced lease payments, and
lease incentives.
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-12
The lease term reflects the noncancellable period of the lease together with periods covered by an
option to extend or terminate the lease when management is reasonably certain that it will exercise such
option. The Company applies its incremental borrowing rate at the lease commencement date in
determining the present value of lease payments as the information necessary to determine the rate
implicit in the lease is not readily available. The incremental borrowing rate reflects similar terms by
geographic location to the underlying leases. The Company’s lease agreements do not contain any
material residual value guarantees or material restrictive covenants.
Operating lease expense is recognized on a straight-line basis over the lease term. Finance lease
expense includes amortization of the right-of-use asset and interest on the lease liability, both recognized
over the lease term. Variable lease payments consist of non-lease services related to the lease. Variable
lease payments are excluded from the right-of-use asset and lease liabilities and are expensed as incurred.
Short-term leases are less than one year without purchase or renewal options that are reasonably certain to
be exercised and are recognized on a straight-line basis over the lease term. The right-of-use asset is tested
for impairment in accordance with ASC 360.
Research and Development
Research and development costs primarily consist of salaries, consulting, and other costs. The
Company expenses these costs as incurred.
Restructuring Charges
Restructuring charges include costs associated with exit and disposal activities including employee
termination benefits, contract termination, and other costs associated with various cost saving initiatives
undertaken by the Company.
In situations where contractual termination benefits exist, the Company records accruals for employee
termination benefits when it is probable that a liability has been incurred and the amount of the liability is
reasonably estimable. All other employee termination arrangements are recognized and measured at their
fair value at the communication date unless the employee is required to render additional service beyond
the legal notification period, in which case the liability is recognized ratably over the future service period.
Earnings per Common Share
In accordance with the treasury stock method, the Company has included 61,519, 98,803, and
123,406 common equivalent shares in the calculation of diluted weighted average number of common
shares for the years ended December 31, 2025, 2024, and 2023, respectively, relating to outstanding stock
options and restricted stock units.
Outstanding options and restricted stock units to purchase or receive 72,637, 61,040, and
54,840 shares of common stock for the years ended December 31, 2025, 2024, and 2023, respectively,
have been excluded from the calculation of diluted weighted average number of common and common
equivalent shares as such options and restricted stock units would be anti-dilutive.
Equity-Based Compensation
All share-based compensation arrangements granted to employees, including stock option grants, are
recognized in the consolidated statement of operations based on the grant-date fair value of the award over
the period during which an employee is required to provide service in exchange for the award.
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-13
Derivative Financial Instruments
The Company has limited involvement with derivative financial instruments and does not use them
for trading purposes. As described more fully in Note 6, the Company enters into certain interest rate and
cross currency swap agreements in order to manage its exposure to changes in interest rates. These
agreements limit the Company's exposure on interest rate fluctuations on the underlying debt. The
Company also enters into foreign currency forward exchange contracts to economically hedge certain
short-term intercompany balances involving its international businesses. Such contracts limit the
Company’s exposure to currency fluctuations on the underlying hedged item. These contracts are adjusted
to fair market value as of each balance sheet date, with the resulting changes in fair value being
recognized in other charges (income), consistent with the underlying hedged item.
Fair Value Measurements
The Company measures or monitors certain assets and liabilities on a fair value basis. Fair value is
used on a recurring basis for assets and liabilities in which fair value is the primary basis of accounting,
mainly derivative instruments. Fair value is defined as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date.
When determining the fair value measurements for assets and liabilities required to be recorded at fair
value, the Company considers the principal or most advantageous market in which it would transact and
considers assumptions that market participants would use when pricing the asset or liability. The
Company applies the fair value hierarchy established under U.S. GAAP and when possible looks to active
and observable markets to price identical assets and liabilities. If identical assets and liabilities are not
traded in active markets, the Company looks to observable market data for similar assets and liabilities.
Business Combinations and Asset Acquisitions
The Company accounts for business acquisitions under the accounting standards for business
combinations. The results of each acquisition are included in the Company’s consolidated results as of the
acquisition date. The purchase price of an acquisition is allocated to tangible and intangible assets and
assumed liabilities based on their estimated fair values and any consideration in excess of the net assets
acquired is recognized as goodwill. Acquisition transaction costs are expensed when incurred.
In circumstances where an acquisition involves a contingent consideration arrangement, the
Company recognizes a liability equal to the fair value of the expected contingent payments as of the
acquisition date. Subsequent changes in the fair value of the contingent consideration are recorded to other
charges (income), net.
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07: Improvements to Reportable Segment
Disclosures, which requires incremental disclosures about a public entity's reportable segments but does
not change the definition of a segment or the guidance for determining reportable segments. The Company
adopted these annual disclosure requirements on a retrospective basis in 2024. See Note 18 for the
required reportable segments disclosures.
In December 2023, the FASB issued ASU 2023-09: Improvements to Income Tax Disclosures,
which enhances income tax disclosures, especially related to the rate reconciliation and income taxes paid
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-14
information. The Company adopted these annual disclosure requirements on a prospective basis in 2025.
See Note 14 for the required income tax 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.
The Company will adopt the annual disclosure requirements in 2027 and is currently evaluating the impact
of this guidance on the consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06: Targeted Improvements to the Accounting for
Internal-Use Software, which modernizes the accounting for internal-use software costs. The guidance is
effective for fiscal years beginning after December 15, 2027, with early adoption permitted. The Company
has not determined when and how it will adopt this guidance and is currently evaluating the impact on the
consolidated financial statements.
In December 2025, the FASB issued ASU 2025-12: Codification Improvements, which updates U.S.
GAAP for a broad range of topics arising from technical corrections, unintended application of the
codification, clarifications, and other minor improvements. The guidance is effective for fiscal years
beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating
the potential impact, if any, on the consolidated financial statements.
3.
REVENUE
The Company disaggregates revenue from contracts with customers by product, service, timing of
revenue recognition, and geography. A summary by the Company’s reportable segments follows for the
years ended December 31:
Twelve months ended
December 31, 2025
U.S.
Operations
Swiss
Operations
Western
European
Operations
Chinese
Operations
Other
Operations
Total
Product Revenue . . . . . . . . $ 1,081,541
$
162,354
$
603,735
$
574,258
$
585,917
$ 3,007,805
Service Revenue:
Point in time . . . . . . . . . .
307,630
35,639
190,756
42,548
155,594
732,167
Over time . . . . . . . . . . . .
107,031
12,865
101,480
18,027
47,024
286,427
Total . . . . . . . . . . . . . . . . . $ 1,496,202
$
210,858
$
895,971
$
634,833
$
788,535
$ 4,026,399
Twelve months ended
December 31, 2024
U.S.
Operations
Swiss
Operations
Western
European
Operations
Chinese
Operations
Other
Operations
Total
Product Revenue . . . . . . . . $ 1,042,479
$
174,484
$
593,502
$
565,118
$
554,645
$ 2,930,228
Service Revenue:
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
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-15
Twelve months ended
December 31, 2023
U.S.
Operations
Swiss
Operations
Western
European
Operations
Chinese
Operations
Other
Operations
Total
Product Revenue . . . . . . . . $ 1,039,766
$
147,792
$
542,707
$
656,834
$
519,562
$ 2,906,661
Service Revenue:
Point in time . . . . . . . . . .
279,234
29,917
170,343
45,127
131,214
655,835
Over time . . . . . . . . . . . .
84,919
10,970
79,857
16,857
33,210
225,813
Total . . . . . . . . . . . . . . . . . $ 1,403,919
$
188,679
$
792,907
$
718,818
$
683,986
$ 3,788,309
The Company's global revenue mix by product category for the year ended December 31, 2025 is
laboratory (56% of sales), industrial (39% of sales), and retail (5% of sales). The Company’s product
revenue by reportable segment is proportionately similar to the Company’s global mix with the exception
of the Company’s Swiss Operations, which is largely comprised of laboratory products, and the
Company’s Chinese Operations, which has a slightly higher percentage of industrial products. A
breakdown of the Company’s sales by product category for the year ended December 31 follows:
2025
2024
2023
Laboratory . . . . . . . . $
2,241,106 $
2,185,979 $
2,068,807
Industrial . . . . . . . . .
1,579,353
1,490,026
1,490,445
Retail . . . . . . . . . . . .
205,940
196,356
229,057
Total net sales . . . . . $
4,026,399 $
3,872,361 $
3,788,309
A breakdown of net sales to external customers by geographic customer destination, net for the year
ended December 31 follows:
2025
2024
2023
Americas . . . . . . . . . $
1,679,423 $
1,606,292 $
1,568,210
Europe . . . . . . . . . . .
1,160,968
1,100,399
1,015,498
Asia/Rest of World .
1,186,008
1,165,670
1,204,601
Total . . . . . . . . . . . . $
4,026,399 $
3,872,361 $
3,788,309
The payment terms in the Company’s contracts with customers do not exceed one year and therefore
contracts do not contain a significant financing component. In most cases, after appropriate credit
evaluations, payments are due in arrears and are recognized as receivables. Unbilled revenue is recorded
when performance obligations have been satisfied, but not yet billed to the customer. Unbilled revenue as
of December 31, 2025 and 2024 was $32.3 million and $32.6 million, respectively, and is included within
accounts receivable. Deferred revenue and customer prepayments are recorded when cash payments are
received or due in advance of the performance obligation being satisfied. Deferred revenue primarily
includes prepaid service contracts, as well as deferred installation.
Changes in the components of deferred revenue and customer prepayments during the period are as
follows:
2025
2024
2023
Beginning balances as of January 1 . . . . .
$
204,166 $
202,022 $
192,759
Customer prepayments/deferred revenue .
744,971
656,890
670,178
Revenue recognized . . . . . . . . . . . . . . . . .
(727,755)
(643,067)
(663,165)
Foreign currency translation . . . . . . . . . . .
7,996
(11,679)
2,250
Ending balance as of December 31 . . . . .
$
229,378 $
204,166 $
202,022
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-16
The Company generally expenses sales commissions when incurred because the contract period is
one year or less. These costs are recorded within selling, general, and administrative expenses. The value
of unsatisfied performance obligations other than customer prepayments and deferred revenue associated
with contracts greater than one year is immaterial.
4.
ACQUISITIONS
In 2025, the Company acquired several companies related to its North American distribution, an
extension of its life science equipment portfolio and other acquisitions. The cumulative initial cash
payments were $93.8 million and the Company may be required to pay additional consideration of up to
$35.5 million. The additional consideration is based upon various financial thresholds measured over a
period of one to three years after the closing of the respective transaction. The estimated fair value of the
aggregate contingent consideration obligation at the time of acquisition of $21.2 million was initially
determined using a Monte Carlo simulation based on the Company's forecast of future financial results.
The initial estimated fair value of contingent consideration was increased by $1.8 million during the fourth
quarter of 2025, based upon actual results and future financial projections. The fair value measurements
are based on significant inputs not observable in the market and thus represent a Level 3 measurement. In
2025, the Company realized a net benefit of $4.4 million, including the above amount, in Other Charges
(Income), net related to contingent consideration associated with previous acquisitions.
Goodwill recorded in connection with the acquisitions totaled $56.0 million, which is deductible for
tax purposes. Goodwill of $36.2 million and $19.8 million are included in the Company’s U.S. Operations
segment and Other Operations segment, respectively. Identified intangible finite-life assets acquired
include customer relationships of $35.0 million. The Company used variations of the income 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. The Company's
determination of the fair value of the acquired intangible assets involved the use of estimates and
assumptions principally related to revenue growth and customer attrition rates.
The identifiable finite-life intangible assets will be amortized on a straight-line basis over a period of
5 to 10 years and the annual aggregate amortization expense is estimated at $4.0 million. Net tangible
assets acquired were $17.1 million and were recorded at fair value in the consolidated financial
statements. Acquired assets of $6.6 million and $10.5 million are included in the Company's U.S.
Operations segment and Other Operations segment, respectively.
In 2024 and 2023, the Company also incurred additional acquisition payments totaling $10.1 million
and $5.8 million, respectively, associated with other immaterial acquisitions.
In 2023, the final contingent consideration payment of $10.0 million was made relating to the
PendoTECH acquisition of which $5.6 million is included in financing activities for the amount accrued at
the acquisition date and $4.4 million is included in operating activities for the amount not accrued at the
acquisition date on the Consolidated Statement of Cash Flows in accordance with U.S. GAAP.
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-17
5.
INVENTORIES
Inventories consisted of the following at December 31:
2025
2024
Raw materials and parts . . . $
171,600 $
161,416
Work-in-progress . . . . . . . .
77,146
69,488
Finished goods . . . . . . . . . .
138,482
111,370
Total inventory . . . . . . . . . . $
387,228 $
342,274
6.
FINANCIAL INSTRUMENTS
The Company has limited involvement with derivative financial instruments and does not use them
for trading purposes. The Company enters into certain interest rate and cross currency swap agreements in
order to manage its exposure to changes in interest rates. The amount of the Company’s fixed obligation
interest payments may change based upon the expiration dates of its interest rate and cross currency swap
agreement and the level and composition of its debt. The Company also enters into certain foreign
currency forward contracts to limit the Company’s exposure to currency fluctuations on the respective
hedged items. For additional disclosures on derivative instruments regarding balance sheet location, fair
value, and the amounts reclassified into other comprehensive income and the effective portion of the cash
flow hedges, also see Note 7 and Note 11 to the consolidated financial statements. As also mentioned in
Note 10, the Company has designated its euro-denominated debt as a hedge of a portion of its net
investment in a euro-denominated foreign subsidiary.
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-18
Cash Flow Hedges
The Company has entered into a number of cross currency swaps designated as cash flow hedges.
The agreements convert borrowings under the Company’s credit facility into synthetic Swiss franc debt,
which allows the Company to effectively change the floating rate SOFR-based interest payments,
excluding the credit spread, to a fixed Swiss franc income or expense as follows:
Agreement
Date
Amount
Converted
Effective Swiss Franc
Interest Rate
Maturity Date
June 2019
$50 million
(0.82)%
June 2023
November 2021
$50 million
(0.67)%
November 2023
June 2021
$50 million
(0.73)%
June 2024
June 2021
$50 million
(0.59)%
June 2025
December 2023
$50 million
1.04%
November 2026
November 2023
$50 million
1.16%
November 2026
June 2023
$50 million
1.55%
June 2027
June 2024
$50 million
1.15%
June 2027
June 2025
$50 million
(0.21)%
June 2028
In June 2025, the Company entered into a cross currency swap arrangement, as summarized above, to
replace the cross currency swap that matured in June 2025. The new swap was designated as an effective
cash flow hedge.
The Company amended all active cross currency swap agreements in 2023 to replace all references
of LIBOR to SOFR as the interest rate benchmark to align with the amendment to the Company's Credit
Facility Agreement, as discussed in Note 10 to the consolidated financial statements. As part of these
amendments, the corresponding fixed Swiss franc interest rates were amended as well to reflect the change
in the benchmark.
The Company’s cash flow hedges are recorded gross at fair value in the consolidated balance sheet at
December 31, 2025 and 2024 and are disclosed in Note 7 to the consolidated financial statements. A
derivative gain of $4.5 million based upon interest rates at December 31, 2025 is expected to be
reclassified from other comprehensive income (loss) to earnings in the next 12 months. Through
December 31, 2025, no hedge ineffectiveness has occurred in relation to these cash flow hedges.
Other Derivatives
The Company primarily enters into foreign currency forward contracts in order to economically
hedge short-term intercompany balances largely denominated in Swiss franc, other major European
currencies, and the Chinese renminbi with its foreign businesses. In accordance with U.S. GAAP, these
contracts are considered “derivatives not designated as hedging instruments.” Gains or losses on these
instruments are reported in current earnings. The foreign currency forward contracts are recorded at fair
value in the consolidated balance sheet at December 31, 2025 and 2024, as disclosed in Note 7 to the
consolidated financial statements. The Company recognized in other charges (income), net a net loss of
$2.1 million and net gain of $2.0 million and a net loss of $19.7 million during the years ended
December 31, 2025, 2024, and 2023, respectively, which offset the related net transaction gains (losses)
associated with these contracts. At December 31, 2025 and 2024, these contracts had a notional value of
$1.2 billion and $788.6 million, respectively.
The Company may be exposed to credit losses in the event of nonperformance by the counterparties
to its derivative financial instrument contracts. Counterparties are established banks and financial
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-19
institutions with high credit ratings. The Company believes that such counterparties will be able to fully
satisfy their obligations under these contracts.
7.
FAIR VALUE MEASUREMENTS
At December 31, 2025 and 2024, the Company had derivative assets totaling $3.2 million and
$9.2 million, respectively, and derivative liabilities totaling $37.4 million and $8.5 million, respectively.
The Company has limited involvement with derivative financial instruments and therefore does not
present all the required disclosures in tabular format. The fair values of the cross currency swap
agreements, and the foreign currency forward contracts that economically hedge short-term intercompany
balances are estimated based upon inputs from current valuation information obtained from dealer quotes
and priced with observable market assumptions and appropriate valuation adjustments for credit risk. The
Company has evaluated the valuation methodologies used to develop the fair values by dealers in order to
determine whether such valuations are representative of an exit price in the Company’s principal market.
In addition, the Company uses an internally developed model to perform testing on the valuations received
from brokers. The Company has also considered both its own credit risk and counterparty credit risk in
determining fair value and determined these adjustments were insignificant for the years ended
December 31, 2025 and 2024.
Under U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date. A fair
value measurement consists of observable and unobservable inputs that reflect the assumptions that a
market participant would use in pricing an asset or liability.
A fair value hierarchy has been established that categorizes these inputs into three levels:
Level 1: Quoted prices in active markets for identical assets and liabilities
Level 2: Observable inputs other than quoted prices in active markets for identical assets and
liabilities
Level 3: Unobservable inputs
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-20
The following table presents the Company’s assets and liabilities, which are all categorized as Level
2 and are measured at fair value on a recurring basis at December 31, 2025 and 2024. The Company does
not have any assets or liabilities which are categorized as Level 1.
2025
2024
Balance Sheet Location
Foreign currency forward contracts
not designated as hedging
instruments . . . . . . . . . . . . . . . . . . . .
$ 3,167 $ 7,949 Other current assets and prepaid expenses
Cash flow hedges:
Cross currency swap agreement . . . .
—
855 Other current assets and prepaid expenses
Cross currency swap agreement . . . .
—
398 Other non-current assets
Total derivative assets . . . . . . . . . . . .
$ 3,167 $ 9,202
Foreign currency forward contracts
not designated as hedging
instruments . . . . . . . . . . . . . . . . . . . .
$ 5,237 $ 4,078 Accrued and other liabilities
Cash flow hedges:
Cross currency swap agreements . . .
14,287
— Accrued and other liabilities
Cross currency swap agreements . . .
17,889
4,463 Other non-current liabilities
Total derivative liabilities . . . . . . . . .
$ 37,413 $ 8,541
The Company had $5.1 million and $3.7 million of cash equivalents at December 31, 2025 and 2024,
respectively, the fair value of which is determined using Level 2 inputs through quoted and corroborated
prices in active markets. The fair value of cash equivalents approximates cost.
The fair value of the Company’s debt is less than the carrying value by approximately $185.7 million
as of December 31, 2025. The fair value of the Company’s fixed interest rate debt was estimated using
Level 2 inputs and primarily discounted cash flow models, based on estimated current rates offered for
similar debt under current market conditions for the Company.
During the period ended December 31, 2023, the final contingent consideration payment of $10.0
million was made relating to the PendoTECH acquisition of which $5.6 million is included in financing
activities for the amount accrued at the acquisition date and $4.4 million is included in operating activities
for the amount not accrued at the acquisition date on the Consolidated Statement of Cash Flows in
accordance with U.S. GAAP.
8.
PROPERTY, PLANT, AND EQUIPMENT, NET
Property, plant, and equipment, net consisted of the following at December 31:
2025
2024
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
71,493 $
61,693
Building and leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
466,670
404,699
Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
572,926
511,411
Computer software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
556,331
489,387
Property, plant, and equipment, gross . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,667,420
1,467,190
Less accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(821,784)
(696,910)
Property, plant, and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
845,636 $
770,280
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-21
9.
GOODWILL AND OTHER INTANGIBLE ASSETS
The following table shows the changes in the carrying amount of goodwill for the years ended
December 31:
2025
2024
Balance at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
668,914 $
670,108
Goodwill acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55,998
5,897
Goodwill disposed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(175)
Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14,313
(6,916)
Balance at year end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
739,225 $
668,914
Goodwill and indefinite-lived assets are reviewed for impairment on an annual basis in the fourth
quarter. The Company completed its impairment review and determined that there had been no
impairment of these assets through December 31, 2025. The Company identified no triggering events or
other circumstances which indicated the carrying amount of goodwill or intangible assets may not be
recoverable.
The components of other intangible assets as of December 31 are as follows:
2025
2024
Gross
Amount
Accumulated
Amortization
Intangibles,
Net
Gross
Amount
Accumulated
Amortization
Intangibles,
Net
Customer relationships . . . . . . $
331,229 $
(133,460) $
197,769 $
289,178 $
(116,812) $
172,366
Proven technology and patents
132,247
(93,025)
39,222
123,971
(80,634)
43,337
Tradenames (finite life) . . . . . .
8,476
(6,555)
1,921
7,853
(5,308)
2,545
Tradenames (indefinite life) . .
35,795
—
35,795
35,088
—
35,088
Other . . . . . . . . . . . . . . . . . . . .
14,285
(10,082)
4,203
12,426
(8,619)
3,807
$
522,032 $
(243,122) $
278,910 $
468,516 $
(211,373) $
257,143
The Company recognized amortization expense associated with the above intangible assets of $28.5
million, $27.1 million, and $27.6 million for the years ended December 31, 2025, 2024, and 2023,
respectively. The annual aggregate amortization expense based on the current balance of other intangible
assets is estimated at $28.6 million for 2026, $27.8 million for 2027, $25.1 million for 2028, $23.0 million
for 2029, and $22.0 million for 2030. The finite-lived intangible assets are amortized on a straight-line
basis over periods ranging from 3 to 45 years. The straight-line method of amortization reflects an
appropriate allocation of the cost of the intangible assets to earnings in proportion to the amount of
economic benefits obtained by the Company in each reporting period. Purchased intangibles amortization
was $27.3 million, $21.1 million after tax, $25.9 million, $20.1 million after tax, and $26.4 million, $20.5
million after tax, for the years ended December 31, 2025, 2024, and 2023, respectively.
In addition to the above amortization, the Company recorded amortization expense associated with
capitalized software, which is included in property, plant, and equipment in Note 8, of $45.8 million,
$45.6 million, and $44.4 million for the years ended December 31, 2025, 2024, and 2023, respectively.
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-22
10.
DEBT
Debt consisted of the following at December 31:
2025
2024
4.24% $125 million 10-year Senior Notes due June 25, 2025 . . . . . . . . . . . . . . . . . . . . . . . . . .
—
125,000
3.91% $75 million 10-year Senior Notes due June 25, 2029 . . . . . . . . . . . . . . . . . . . . . . . . . . .
75,000
75,000
5.45% $150 million 10-year Senior Notes due March 1, 2033 . . . . . . . . . . . . . . . . . . . . . . . . .
150,000
150,000
2.83% $125 million 12-year Senior Notes due July 22, 2033 . . . . . . . . . . . . . . . . . . . . . . . . . .
125,000
125,000
3.19% $50 million 15-year Senior Notes due January 24, 2035 . . . . . . . . . . . . . . . . . . . . . . . .
50,000
50,000
2.81% $150 million 15-year Senior Notes due March 17, 2037 . . . . . . . . . . . . . . . . . . . . . . . .
150,000
150,000
2.91% $150 million 15-year Senior Notes due September 1, 2037 . . . . . . . . . . . . . . . . . . . . . .
150,000
150,000
1.47% EUR 125 million 15-year Senior Notes due June 17, 2030 . . . . . . . . . . . . . . . . . . . . . .
146,753
129,840
1.30% EUR 135 million 15-year Senior Notes due November 6, 2034 . . . . . . . . . . . . . . . . . .
158,493
140,227
1.06% EUR 125 million 15-year Senior Notes due March 19, 2036 . . . . . . . . . . . . . . . . . . . . .
146,753
129,840
3.80% EUR 100 million 10 1/2-year Senior Notes due July 9, 2035 . . . . . . . . . . . . . . . . . . . .
117,402
—
Senior Notes debt issuance costs, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3,833)
(4,260)
Total Senior Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,265,568
1,220,647
$1.35 billion Credit Agreement, interest at benchmark plus 87.5 basis points(1)(2) . . . . . . . . . .
809,215
730,203
Other local arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
77,389
63,038
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,152,172
2,013,888
Less: current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(63,931)
(182,623)
Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2,088,241 $
1,831,265
(1) See Note 6 and Note 7 for additional disclosures on the financial instruments associated with the Credit Agreement.
(2) The benchmark interest rate is determined by the borrowing currency. The benchmark rates by borrowing currency
are as follows: SOFR for U.S. dollars (plus a 10 basis points spread adjustment), SARON for Swiss franc, EURIBOR
for euro and SONIA for Great British pounds.
At December 31, 2025, the interest payments associated with 71% of the Company’s debt are fixed
obligations. The Company’s weighted average interest rate was 3.2% and 3.6% for the years ended
December 31, 2025 and 2024, respectively.
Senior Notes
The Senior Notes listed above are senior unsecured obligations of the Company and interest is
payable semi-annually. The Company may at any time prepay the Senior Notes, in whole or in part, at a
price equal to 100% of the principal amount thereof, plus accrued and unpaid interests, and in some
instances a “make whole” prepayment premium. The Euro Senior Notes, if prepaid, may also include a
swap related currency loss. The Senior Notes each contain customary affirmative and negative covenants
including, among others, limitations on the Company and its subsidiaries with respect to incurrence of
liens and priority indebtedness, disposition of assets, mergers, and transactions with affiliates. In
December 2021, the Company amended all of its U.S. Senior Note agreements to conform to the financial
covenants in the underlying agreements. The amended agreements require the Company to maintain (i) a
ratio of net funded indebtedness to EBITDA of 3.5 to 1.0 or less, except in certain circumstances and (ii)
an interest coverage ratio of 3.0 to 1.0 or greater. The Credit Agreement has several events of default, with
customary grace periods as applicable. The Company was in compliance with its covenants at December
31, 2025.
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-23
Total issuance costs of approximately $3.8 million have been incurred by the Company related to the
Senior Notes mentioned above and are being amortized to interest expense over the various terms.
In January 2025, the Company entered into an agreement to issue and sell EUR 100 million 10 1/2-
year Senior Notes with a fixed interest rate of 3.8% (3.8% Euro Senior Notes) in a private placement,
which will mature in July 2035. The 3.8% Euro Senior Notes are unsecured obligations of the Company
and the terms are consistent with the previous Notes as described above. The Company used the proceeds
from the sale of the notes to refinance existing indebtedness and for other general corporate purposes.
The Company has designated its EUR 125 million 1.47% Euro Senior Notes, EUR 135 million
1.30% Euro Senior Notes, the EUR 125 million 1.06% Euro Senior Notes, and the EUR 100 million
3.80% Euro Senior Notes as a hedge of a portion of its net investment in a euro-denominated foreign
subsidiary to reduce foreign currency risk associated with this net investment. Changes in the carrying
value of this debt resulting from fluctuations in the euro to U.S. dollar exchange rate are recorded as
foreign currency translation adjustments within other comprehensive income (loss). The Company
recorded in other comprehensive income (loss) related to this net investment hedge an unrealized loss of
$65.6 million, an unrealized gain of $25.0 million, and an unrealized loss of $12.9 million for the years
ended December 31, 2025, 2024, and 2023, respectively. The Company has an unrealized loss of $23.3
million associated with these net investment hedges recorded in accumulated other comprehensive income
(loss) as of December 31, 2025.
Credit Agreement
On May 30, 2024, the Company entered into a $1.35 billion Credit Agreement (the Credit Agreement),
which amended its $1.25 billion Amended and Restated Credit Agreement (the Prior Credit Agreement).
As of December 31, 2025, the Company had $536.3 million of additional borrowings available under its
Credit Agreement.
The Credit Agreement is provided by a group of financial institutions (similar to the Company's Prior
Credit Agreement) and has a maturity date of May 30, 2029. It is a revolving credit facility and is not
subject to any scheduled principal payments prior to maturity. The obligations under the Credit Agreement
are unsecured.
Borrowings under the Credit Agreement bear interest at current market rates plus a margin based on
the Company’s consolidated leverage ratio. The Company must also pay facility fees that are tied to its
leverage ratio. The Credit Agreement contains covenants that are similar to those contained in the Prior
Credit Agreement, with which the Company was in compliance as of December 31, 2025. The Company
is required to maintain (i) a ratio of net funded indebtedness to EBITDA of 3.5 to 1.0 or less except in
certain circumstances and (ii) an interest coverage ratio of 3.0 to 1.0 or greater. The Credit Agreement also
places certain limitations on the Company, including limiting the ability to incur liens or indebtedness at a
subsidiary level. In addition, the Credit Agreement has several events of default, with customary grace
periods as applicable. The Company incurred approximately $0.2 million of debt extinguishment costs
during 2024 related to the Prior Credit Agreement. The Company capitalized $2.0 million in financing
fees during 2024 associated with the Credit Agreement, which will be amortized to interest expense
through 2029.
Other Local Arrangements
In April 2018, two of the Company’s non-U.S. pension plans issued loans totaling $48 million (Swiss
franc 38 million) to a wholly owned subsidiary of the Company. The loans have the same terms and
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-24
conditions, which include an interest rate of SARON plus 87.5 basis points. The loans were renewed for
one year in April 2025.
11.
SHAREHOLDERS’ EQUITY
Common Stock
The number of authorized shares of the Company’s common stock is 125,000,000 shares with a par
value of $0.01 per share. Holders of the Company’s common stock are entitled to one vote per share. At
December 31, 2025, 3,288,861 shares of the Company’s common stock were reserved for issuance
pursuant to the Company’s stock option plans.
Preferred Stock
The Board of Directors, without further shareholder authorization, is authorized to issue up to
10,000,000 shares of preferred stock, par value $0.01 per share in one or more series and to determine and
fix the rights, preferences, and privileges of each series, including dividend rights and preferences over
dividends on the common stock and one or more series of the preferred stock, conversion rights, voting
rights (in addition to those provided by law), redemption rights, and the terms of any sinking fund
therefore, and rights upon liquidation, dissolution, or winding up, including preferences over the common
stock and one or more series of the preferred stock. The issuance of shares of preferred stock, or the
issuance of rights to purchase such shares, may have the effect of delaying, deferring, or preventing a
change in control of the Company or an unsolicited acquisition proposal.
Share Repurchase Program
In November 2025, the Company’s Board of Directors authorized an additional $2.75 billion to the
share repurchase program, which had $3.7 billion of remaining availability as of December 31, 2025. The
share repurchases are expected to be funded from cash generated from operating activities, borrowings,
and cash balances. Repurchases will be made through open market transactions, and the amount and
timing of purchases will depend on business and market conditions, the stock price, trading restrictions,
the level of acquisition activity, and other factors.
The Company has purchased 33.0 million of common shares since the inception of the program in
2004 through December 31, 2025, at a total cost of $10.6 billion. The Company spent $800 million, $850
million, and $900 million during 2025, 2024, and 2023, respectively, on the repurchase of 646,608 shares,
645,139 shares, and 691,913 shares at an average price per share of $1,237.18, $1,317.52, and $1,300.72,
respectively. The Company reissued 56,500 shares, 68,428 shares, and 79,076 shares held in treasury for
the exercise of stock options and restricted stock units during 2025, 2024, and 2023, respectively. In
addition, the Company incurred $7.4 million, $7.8 million, and $8.1 million of excise tax during the years
ended December 31, 2025, 2024, and 2023, respectively, related to the Inflation Reduction Act, which is
reflected as a reduction in shareholders' equity in our consolidated financial statements.
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-25
Accumulated Other Comprehensive Income (Loss)
The following table presents changes in accumulated other comprehensive income by component for
the periods ended December 31, 2025, 2024, and 2023:
Currency
Translation
Adjustment,
Net of Tax
Net Unrealized
Gain (Loss) on
Cash Flow Hedging
Arrangements,
Net of Tax
Pension and
Post-Retirement
Benefit Related
Items,
Net of Tax
Total
Balance at December 31, 2022 . . . . . . . . . . . . . . . . . . $
(82,864) $
4,256 $
(148,625) $ (227,233)
Other comprehensive income (loss), net of tax:
Net unrealized actuarial gains (loss), prior service
cost, and plan amendments . . . . . . . . . . . . . . . . .
—
—
(48,800)
(48,800)
Net unrealized gains (loss) on cash flow hedging
arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(12,372)
—
(12,372)
Foreign currency translation adjustment . . . . . . . . .
(34,366)
—
(11,762)
(46,128)
Amounts recognized from accumulated other
comprehensive income (loss), net of tax . . . . . . . .
—
8,236
6,482
14,718
Net change in other comprehensive income (loss),
net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(34,366)
(4,136)
(54,080)
(92,582)
Balance at December 31, 2023 . . . . . . . . . . . . . . . . . . $
(117,230) $
120 $
(202,705) $ (319,815)
Other comprehensive income (loss), net of tax:
Net unrealized actuarial gains (loss), prior service
cost, and plan amendments . . . . . . . . . . . . . . . . . . .
—
—
(26,769)
(26,769)
Net unrealized gains (loss) on cash flow hedging
arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
19,836
—
19,836
Foreign currency translation adjustment . . . . . . . . .
(16,273)
—
11,236
(5,037)
Amounts recognized from accumulated other
comprehensive income (loss), net of tax . . . . . . . .
—
(23,876)
9,803
(14,073)
Net change in other comprehensive income (loss),
net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(16,273)
(4,040)
(5,730)
(26,043)
Balance at December 31, 2024 . . . . . . . . . . . . . . . . . . $
(133,503) $
(3,920) $
(208,435) $ (345,858)
Other comprehensive income (loss), net of tax:
Net unrealized actuarial gains (loss), prior service
cost, and plan amendments . . . . . . . . . . . . . . . . .
—
—
46,949
46,949
Net unrealized gains (loss) on cash flow hedging
arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(15,446)
—
(15,446)
Foreign currency translation adjustment . . . . . . . . .
(51,022)
—
(23,387)
(74,409)
Amounts recognized from accumulated other
comprehensive income (loss), net of tax . . . . . . . .
—
16,631
12,976
29,607
Net change in other comprehensive income (loss),
net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(51,022)
1,185
36,538
(13,299)
Balance at December 31, 2025 . . . . . . . . . . . . . . . . . . $
(184,525) $
(2,735) $
(171,897) $ (359,157)
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-26
The following table presents amounts recognized from accumulated other comprehensive income
(loss) during the years ended December 31, 2025, 2024, and 2023:
2025
2024
2023
Location of Amounts
Recognized in Earnings
Effective portion of losses (gains) on cross currency swap
$
20,532
$
(29,476) $
10,168
(a)
Provision for taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,901
(5,600)
1,932
Provision for taxes
Total, net of taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
16,631
$
(23,876) $
8,236
Recognition of defined benefit pension and post-
retirement items:
Recognition of actuarial losses, plan amendments,
prior service cost, and settlement charge before taxes
$
16,312
$
12,371
$
8,240
(b)
Provision for taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,336
2,568
1,758
Provision for taxes
Total, net of taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,976
$
9,803
$
6,482
(a) The cross currency swap reflects an unrealized loss of $28.8 million and unrealized gain of $18.1 million and
unrealized loss of $21.1 million recorded in other charges (income) during the years ended December 31, 2025,
2024, and 2023, respectively, that was offset by the underlying unrealized gain or loss on the hedged debt. The cross
currency swap also reflects a realized gain of $8.3 million, $11.4 million, and $10.9 million recorded in interest
expense during the years ended December 31, 2025, 2024, and 2023, respectively.
(b)
These accumulated other comprehensive income (loss) components are included in the computation of net periodic
pension and post-retirement cost. See Note 13 for additional details.
12.
EQUITY INCENTIVE PLAN
The Company’s equity incentive plan provides employees and directors of the Company additional
incentives to join and/or remain in the service of the Company as well as to maintain and enhance the
long-term performance and profitability of the Company. The Company’s 2013 Equity Incentive Plan was
approved by shareholders on May 2, 2013 and provides that 2 million shares of common stock, plus any
shares that remained available for grant under the Company’s prior equity incentive plan as well as
options outstanding that terminate without being exercised, may be the subject of awards. The plan
provides for the grant of options, restricted stock units, and other equity-based awards. The exercise price
of options granted shall not be less than the fair market value of the common stock on the date of the
award. Options primarily vest equally over a five-year period from the date of grant and have a maximum
term of up to 10 years. Performance share units generally vest after a three-year period from the date of
the grant based upon satisfaction of the performance condition. Restricted share units primarily vest from
the date of the grant equally over a three-year period for executive officers and a five-year period for
participating managers. During 2025, the compensation committee of the Board of Directors generally
granted restricted share units to participating managers and a combination of non-qualified stock options,
performance share units and restricted share units to executive officers.
On May 6, 2021, the Company's shareholders approved the adoption of the Company's 2013 Equity
Incentive Plan (Amended and Restated), with the effect that approximately 0.9 million additional shares of
common stock were added to the 2.1 million shares that remained available under the plan prior to its
amendment. In addition, shares subject to options granted under the Company's prior equity incentive plan
that terminate or are forfeited without being exercised are also available for awards under the amended
plan. The amended plan expires in 2031.
All share-based compensation arrangements granted to employees, including stock option grants, are
recognized in the consolidated statement of operations based on the grant-date fair value of the award over
the period during which an employee is required to provide service in exchange for the award. Share-
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-27
based compensation expense is recorded within selling, general, and administrative in the consolidated
statement of operations with a corresponding offset to additional paid-in capital in the consolidated
balance sheet.
The fair values of stock options granted were calculated using the Black-Scholes pricing model. The
aggregate intrinsic value of an option is the amount by which the fair value of the underlying stock
exceeds its exercise price. The following table summarizes all stock option activity from December 31,
2024 through December 31, 2025:
Number of
Options
Weighted
Average
Exercise
Price
Aggregate
Intrinsic
Value
(in millions)
Outstanding at December 31, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
217,277 $ 881.92 $
79.6
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,657
1,293.86
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(48,279)
647.87
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4,068) 1,144.98
Expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(368)
1,484.40
Outstanding at December 31, 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
175,219 $ 964.09 $
77.2
Options exercisable at December 31, 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
125,930 $ 872.33 $
67.0
The following table details the weighted average remaining contractual life of options outstanding at
December 31, 2025 by range of exercise prices:
Number of Options
Outstanding
Weighted
Average
Exercise Price
Remaining
Contractual
Life of Options
Outstanding
Options
Exercisable
53,469 $
574.47
2.01
53,469
62,155 $
947.69
5.94
40,817
59,595 $
1,330.77
7.28
31,644
175,219
5.19
125,930
As of the date granted, the weighted average grant-date fair value of the options granted during the
years ended December 31, 2025, 2024, and 2023 was $502.65, $494.81, and $400.30, respectively.
Such weighted average grant-date fair value was determined using the following assumptions:
2025
2024
2023
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.86%
4.31%
4.64%
Expected life in years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.8
6.8
6.7
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29%
28%
27%
Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
The total intrinsic value of options exercised during the years ended December 31, 2025, 2024, and
2023 was approximately $32.7 million, $62.9 million, and $68.7 million, respectively.
In November 2023, the Company also granted 7,137 performance options with a grant-date fair value
of $2.9 million upon achievement of the performance target. The performance target is based on the
Company’s cumulative average local currency sales growth rate over the four-year period ending
December 31, 2027. If the performance target is met, the performance options cliff vest at the conclusion
of the four-year period and will settle based upon actual performance ranging from zero to 150% of the
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-28
target. Compensation expense is recognized over the four-year period based on the estimated actual
performance relative to the target.
The compensation expense for options recognized during the years ended December 31, 2025, 2024,
and 2023 was $8.1 million, $8.4 million, and $6.0 million, respectively.
The following table summarizes all restricted stock unit and performance share unit activity from
December 31, 2024 through December 31, 2025:
Number of
Restricted
Stock Units
Aggregate
Intrinsic Value
(in millions)
Number of
Performance
Share Units
Aggregate
Intrinsic Value
(in millions)
Outstanding at December 31, 2024 . . . . . . . . . . . . . . . .
25,428
$31.1
10,415
$12.7
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,437
2,781
Adjustment for performance results achieved(1) . . . . . .
—
(1,918)
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8,224)
—
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,269)
(60)
Outstanding at December 31, 2025 . . . . . . . . . . . . . . . .
28,372
$39.6
11,218
$15.6
(1) 2021 performance share units vested in the first quarter 2025.
The weighted average grant-date fair value of the restricted stock units granted during the years
ended 2025, 2024, and 2023 was $1,388.27, $1,260.96, and $1,029.48 per unit, respectively, which
primarily vest ratably over a five-year period. The total fair value of the restricted stock units on the date
of grant was $17.3 million for 2025, $12.2 million for 2024, and $12.8 million for 2023 and will be
recorded as compensation expense on a straight-line basis over the vesting period. The total fair value of
restricted stock units vested during the years ended December 31, 2025, 2024, and 2023 was
approximately $9.9 million, $8.7 million, and $8.6 million, respectively. The compensation expense of
$10.7 million, $8.3 million, and $8.8 million was recognized during the years ended December 31, 2025,
2024, and 2023, respectively.
The Company granted performance share units with a market condition during 2025, 2024, and 2023.
Grantees of performance share units will be eligible to receive shares of the Company’s common stock
depending upon the Company’s total shareholder return relative to the performance of companies in the
S&P 500 Health Care and S&P 500 Industrials over a three-year period. The awards actually earned will
range from zero to 200% of the targeted number of performance share units for the three-year performance
period and will be paid, to the extent earned, in the fiscal quarter following the end of the applicable three-
year performance period. During 2025, the market conditions for the 2022 performance share units were
substantially not met. Performance share unit awards were valued using a Monte Carlo simulation based
on the following assumptions:
2025
2024
2023
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.69%
4.24%
4.71%
Expected life in years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
3
3
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29%
28%
27%
Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
The weighted average grant-date fair value of the performance share units granted was $1,468.24 for
2025, $1,153.99 for 2024, and $1,103.23 for 2023. The total fair value of the performance share units on
the date of the grant was $4.1 million, $3.6 million, and $3.3 million for 2025, 2024, and 2023,
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-29
respectively, and will be recorded as compensation expense on a straight-line basis over the three-year
performance period.
The compensation expense for performance share units recognized during the years ended
December 31, 2025, 2024, and 2023 was $3.7 million, $3.3 million, and $3.1 million, respectively.
At December 31, 2025, a total of 2,810,038 shares of common stock were available for grant in the
form of stock options, restricted stock units, or performance share units.
As of December 31, 2025, the unrecorded deferred share-based compensation balance related to
stock options, restricted stock units, and performance share units was $59.3 million and will be recognized
using a straight-line method over an estimated weighted average amortization period of 2.2 years.
13.
BENEFIT PLANS
The Company maintains a number of retirement and other post-retirement employee benefit plans.
Certain subsidiaries sponsor defined contribution plans. Benefits are determined and funded annually
based upon the terms of the plans. Amounts recognized as cost under these plans amounted to
$20.6 million, $18.7 million, and $20.1 million for the years ended December 31, 2025, 2024, and 2023,
respectively.
Certain subsidiaries sponsor defined benefit plans. Benefits are provided to employees primarily
based upon years of service and employees’ compensation for certain periods during the last years of
employment. Prior to 2002, the Company’s U.S. operations also provided post-retirement medical benefits
to their employees. Contributions for medical benefits are related to employee years of service.
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-30
The following tables set forth the change in benefit obligation, the change in plan assets, the funded
status, and amounts recognized in the consolidated financial statements for the Company’s defined benefit
plans and post-retirement plan at December 31, 2025 and 2024:
U.S. Pension Benefits
Non-U.S. Pension
Benefits
Other Benefits
Total
2025
2024
2025
2024
2025
2024
2025
2024
Change in benefit obligation:
Benefit obligation at
beginning of year . . . . . . . $ 99,881 $ 108,546 $ 924,869 $ 917,321 $
521 $
614 $ 1,025,271 $ 1,026,481
Service cost, gross . . . . . . . .
932
1,587
39,842
35,403
—
—
40,774
36,990
Interest cost . . . . . . . . . . . . .
4,804
4,766
14,352
17,792
23
26
19,179
22,584
Actuarial losses (gains) . . . .
2,445
(6,473)
(1,173)
69,564
43
13
1,315
63,104
Plan amendments and other .
—
—
(25,630)
101
(371)
—
(26,001)
101
Benefits paid . . . . . . . . . . . . .
(8,918)
(8,545)
(53,755)
(53,103)
(133)
(132)
(62,806)
(61,780)
Impact of foreign currency . .
—
—
121,841
(62,209)
—
—
121,841
(62,209)
Benefit obligation at end
of year . . . . . . . . . . . . . . . . $ 99,144 $ 99,881 $ 1,020,346 $ 924,869 $
83 $
521 $ 1,119,573 $ 1,025,271
Change in plan assets:
Fair value of plan assets at
beginning of year . . . . . . . $ 90,520 $ 86,061 $ 997,429 $ 1,010,177 $
— $
— $ 1,087,949 $ 1,096,238
Actual return on plan assets .
10,327
7,788
98,841
64,883
—
—
109,168
72,671
Employer contributions . . . .
2,157
5,216
27,972
26,088
132
132
30,261
31,436
Plan participants’
contributions . . . . . . . . . . .
—
—
20,563
19,287
—
—
20,563
19,287
Plan amendments and other .
—
—
(24,493)
—
—
—
(24,493)
—
Benefits paid . . . . . . . . . . . . .
(8,918)
(8,545)
(53,755)
(53,103)
(132)
(132)
(62,805)
(61,780)
Impact of foreign currency . .
—
—
137,082
(69,903)
—
—
137,082
(69,903)
Fair value of plan assets at
end of year . . . . . . . . . . . . $ 94,086 $ 90,520 $ 1,203,639 $ 997,429 $
— $
— $ 1,297,725 $ 1,087,949
Funded status . . . . . . . . . . . . $ (5,058) $ (9,361) $ 183,293 $
72,560 $
(83) $ (521) $ 178,152 $
62,678
The change in the benefit obligation for 2025 is primarily related to the impact of foreign currency
offset in part by actuarial gains.
The accumulated benefit obligations at December 31, 2025 and 2024 were $99.1 million and $99.9
million, respectively, for the U.S. defined benefit pension plan and $859.2 million and $781.1 million,
respectively, for all non-U.S. plans. Certain of the plans included within non-U.S. pension benefits have
accumulated benefit obligations which exceed the fair value of plan assets. The projected benefit
obligation, the accumulated benefit obligation, and fair value of assets of these plans as of December 31,
2025 were $105.2 million, $95.6 million, and $2.2 million, respectively. The projected benefit obligation,
the accumulated benefit obligation, and fair value of assets of these plans as of December 31, 2024 were
$146.0 million, $118.0 million, and $51.1 million, respectively.
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-31
Amounts recognized in the consolidated balance sheets consist of:
U.S. Pension Benefits
Non-U.S. Pension
Benefits
Other Benefits
Total
2025
2024
2025
2024
2025
2024
2025
2024
Other non-current assets . . . . . . $
— $
— $ 287,212 $ 174,006 $
— $
— $ 287,212 $ 174,006
Accrued and other liabilities . . .
(147)
(139)
(5,957)
(5,201)
(82)
(94)
(6,186)
(5,434)
Pension and other post-
retirement liabilities . . . . . . . .
(4,904)
(9,223) (96,992) (95,276)
—
(426)
(101,896) (104,925)
Accumulated other
comprehensive loss (income)
33,011
36,760
196,530
238,408
(210)
74 229,331 275,242
Total . . . . . . . . . . . . . . . . . . . . . $ 27,960 $ 27,398 $ 380,793 $ 311,937 $
(292) $
(446) $ 408,461 $ 338,889
The following amounts have been recognized in accumulated other comprehensive income (loss),
before taxes at December 31, 2025 and have not yet been recognized as a component of net periodic
pension cost:
U.S. Pension
Benefits
Non-U.S. Pension
Benefits
Other Benefits
Total
Total, After Tax
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
Plan amendments and
prior service cost . $
—
$
—
$ (13,470) $ (16,140) $
(497) $
(202) $ (13,967) $ (16,342) $ (10,906) $ (18,212)
Actuarial losses
(gains) . . . . . . . . . .
33,011
36,760
210,000
254,548
287
276
243,298
291,584
194,174
$ 231,446
Total . . . . . . . . . . . . . $ 33,011
$ 36,760
$ 196,530
$ 238,408
$
(210) $
74
$ 229,331
$ 275,242
$ 183,268
$ 213,234
The following changes in plan assets and benefit obligations were recognized in other comprehensive
income (loss), before taxes, for the year ended December 31, 2025:
U.S. Pension
Benefits
Non-U.S. Pension
Benefits
Other Benefits
Total
Total, After Tax
Net actuarial losses (gains) . . . . . . $
(2,179) $
(56,098) $
43 $
(58,234) $
(46,286)
Plan amendment . . . . . . . . . . . . . .
—
(447)
(371)
(818)
(663)
Amortization of:
Actuarial (losses) gains . . . . . . .
(1,570)
(17,944)
(31)
(19,545)
(15,649)
Plan amendments and prior
service cost . . . . . . . . . . . . . . . . .
—
3,241
75
3,316
2,673
Impact of foreign currency . . . . . .
—
29,370
—
29,370
23,387
Total . . . . . . . . . . . . . . . . . . . . . . . $
(3,749) $
(41,878) $
(284) $
(45,911) $
(36,538)
The assumed discount rates and rates of increase in future compensation levels used in calculating
the projected benefit obligations vary according to the economic conditions of the country in which the
retirement plans are situated. The weighted average rates used for the purposes of the Company’s plans
are as follows:
U.S.
Non-U.S.
2025
2024
2025
2024
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.04%
5.34%
1.80%
1.57%
Compensation increase rate . . . . . . . . . . . . . . . . . . . . .
n/a
n/a
0.75%
0.81%
Expected long-term rate of return on plan assets . . . . .
6.50%
6.75%
4.07%
4.06%
Interest crediting rate . . . . . . . . . . . . . . . . . . . . . . . . . .
n/a
n/a
2.00%
1.50%
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-32
The assumed discount rates, rates of increase in future compensation levels, and the long-term rate of
return used in calculating the net periodic pension cost vary according to the economic conditions of the
country in which the retirement plans are situated. The weighted average rates used for the purposes of the
Company’s plans are as follows:
U.S.
Non-U.S.
2025
2024
2023
2025
2024
2023
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.34%
4.68%
4.87%
1.57%
2.07%
2.57%
Compensation increase rate . . . . . . . . . . . . . . . . . . . . .
n/a
n/a
n/a
0.81%
0.84%
0.87%
Expected long-term rate of return on plan assets . . . . .
6.75%
6.75%
6.75%
4.06%
3.84%
3.84%
Net periodic pension cost and net periodic post-retirement benefit for the defined benefit plans and
U.S. post-retirement plan include the following components for the years ended December 31:
U.S.
Non-U.S.
Other Benefits
Total
2025
2024
2023
2025
2024
2023
2025
2024
2023
2025
2024
2023
Service cost, net . . . . . . . . . . . . . $ 932
$ 1,587
$ 1,155
$ 19,281
$ 16,116
$ 13,945
$
—
$
—
$
—
$ 20,213
$ 17,703
$ 15,100
Interest cost on projected
benefit obligations . . . . . . . . . 4,804
4,766
5,023
14,352
17,792
19,991
23
26
28
19,179
22,584
25,042
Expected return on plan assets . . (5,712) (5,472)
(5,532) (43,143) (37,084) (34,675)
—
—
—
(48,855) (42,556) (40,207)
Recognition of actuarial losses/
(gains) and prior service cost 1,571
2,082
2,192
14,703
10,356
6,061
(43)
(43)
(76)
16,231
12,395
8,177
Net periodic pension cost/
(benefit) . . . . . . . . . . . . . . . . . $ 1,595
$ 2,963
$ 2,838
$ 5,193
$ 7,180
$ 5,322
$
(20) $
(17) $
(48) $ 6,768
$ 10,126
$ 8,112
The projected post-retirement benefit obligation was principally determined using discount rates of
5.0% in 2025 and 2024. Net periodic post-retirement benefit cost was principally determined using
discount rates of 5.0% in 2025, 4.5% in 2024, and 4.7% in 2023.
The Company’s overall asset investment strategy is to achieve long-term growth while minimizing
volatility by widely diversifying among asset types and strategies. Target asset allocations and investment
return criteria are established by the pension committee or designated officers of each plan. Target asset
allocation ranges for the U.S. pension plan include 20-40% in equity securities, 55-75% in fixed income
securities, and 5-10% in other types of investments. International plan assets relate primarily to the
Company’s Swiss pension plan with target allocations of 25-40% in equities, 35-55% in fixed income
securities, and 15-25% in other types of investments. Actual results are monitored against targets and the
trustees are required to report to the members of each plan, including an analysis of investment
performance on an annual basis at a minimum. Day-to-day asset management is typically performed by
third-party asset managers, reporting to the pension committees or designated officers.
The long-term rate of return on plan asset assumptions used to determine pension expense under
U.S. GAAP is generally based on estimated future returns for the target investment mix determined by the
trustees as well as historical investment performance.
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-33
The following table presents the fair value measurement of the Company’s plan assets by hierarchy
level:
December 31, 2025
December 31, 2024
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
Observable
Inputs for
Identical
Assets
(Level 2)
Unobservable
Inputs
(Level 3)
Total
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
Observable
Inputs for
Identical
Assets
(Level 2)
Unobservable
Inputs
(Level 3)
Total
Asset Category:
Cash and Cash Equivalents . . . . . . $
64,103
$
—
$
—
$ 64,103
$
48,420
$
—
$
—
$ 48,420
Equity Securities:
Mettler-Toledo Stock . . . . . . . . .
2,993
—
—
2,993
2,632
—
—
2,632
Equity Mutual Funds:
U.S.(1) . . . . . . . . . . . . . . . . . . . . .
17,801
2,960
—
20,761
5,948
25,324
—
31,272
International(2) . . . . . . . . . . . . . .
356,732
12,685
—
369,417
290,027
9,802
—
299,829
Emerging Markets(3) . . . . . . . . .
27,148
—
—
27,148
20,536
—
—
20,536
Fixed Income Securities:
Corporate/Government Bonds(4)
106,188
—
—
106,188
92,878
—
—
92,878
Fixed Income Mutual Funds:
Insurance Contracts(5) . . . . . . . .
—
—
2,214
2,214
—
24,493
2,073
26,566
Core Bond(6)
. . . . . . . . . . . . . . . .
193,914
66,482
—
260,396
134,891
54,771
—
189,662
Real Asset Mutual Funds:
Real Estate(7) . . . . . . . . . . . . . . .
—
228,624
—
228,624
—
183,332
—
183,332
Commodities(8)
. . . . . . . . . . . . . .
80,288
—
—
80,288
62,401
—
—
62,401
Other Types of Investments:
Debt Securities (9)
. . . . . . . . . . . .
47,932
—
—
47,932
41,989
—
—
41,989
Global Allocation Funds(10) . . . .
3,217
—
—
3,217
4,505
—
—
4,505
Multi-Strategy Fund of Hedge
Funds (11) . . . . . . . . . . . . . . . . . .
—
22,465
—
22,465
—
20,837
—
20,837
Insurance Linked Securities(12) .
620
—
—
620
669
—
—
669
Total assets in fair value
hierarchy . . . . . . . . . . . . . . . . . . $
900,936
$
333,216
$
2,214
$ 1,236,366 $
704,896
$
318,559
$
2,073
$ 1,025,528
Investments measured at net
asset value:
Emerging Markets (13) . . . . . . . .
2,994
6,093
Multi-Strategy Fund of Hedge
Funds (13) . . . . . . . . . . . . . . . . . .
58,365
56,328
Total pension assets at fair value
$ 1,297,725
$ 1,087,949
_____________________________________
(1) Represents primarily large capitalization equity mutual funds tracking the S&P 500 Index.
(2) Represents all capitalization core and value equity mutual funds located primarily in Switzerland, the United Kingdom,
and Canada.
(3) Represents core and growth mutual funds and funds of mutual funds invested in emerging markets primarily in Eastern
Europe, Latin America, and Asia.
(4) Represents investments in high-grade corporate and government bonds located in Switzerland and the European Union.
(5) Represents fixed and variable rate annuity contracts provided by insurance companies.
(6) Represents fixed income mutual funds invested in the U.S., the United Kingdom, Switzerland, and European government
bonds, high-grade corporate bonds, mortgage-backed securities, and collateralized mortgage obligations.
(7) Represents mutual funds invested in real estate located primarily in Switzerland.
(8) Represents commodity funds invested across a broad range of sectors.
(9) Represents a loan to a wholly owned subsidiary of the Company. See Note 10 for additional disclosure.
(10)Represents mutual funds invested globally in both equities and fixed income securities.
(11)Represents currency hedged versions of the non-currency hedged equity funds held in the United Kingdom.
(12)Represents a broadly diversified portfolio of assets that carry exposure to insurance risks, particularly insurance linked
securities.
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-34
(13)Investments that are measured using the net asset value (NAV) per share practical expedient have not been categorized in
the fair value hierarchy. The amounts presented above are intended to permit reconciliation of the fair value hierarchy to
the fair value of total plan assets in order to determine the amounts included in the consolidated balance sheet.
The fair values of the Company’s stock and corporate and government bonds are valued at the year-
end closing price as reported on the securities exchange on which they are traded. Mutual funds are valued
at the exchange-listed year-end closing price or at the net asset value of shares held by the fund at the end
of the year. Insurance contracts are valued by discounting the related cash flows using a current year-end
market rate or at cash surrender value, which is presumed to equal fair value. Funds of hedge funds are
valued at the net asset value of shares held by the fund at the end of the year.
The following table presents a roll-forward of activity for the years ended December 31, 2025 and
2024 for Level 3 asset categories:
Insurance
Contracts
Balance at December 31, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,972
Actual return on plan assets related to assets held at end of year .
42
Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
159
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8)
Impact of foreign currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(92)
Balance at December 31, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2,073
Actual return on plan assets related to assets held at end of year .
33
Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
110
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(240)
Impact of foreign currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
239
Balance at December 31, 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2,214
There were no transfers between any asset levels during the years ended December 31, 2025 and
2024.
The following benefit payments, which reflect expected future service as appropriate, are expected to
be paid:
U.S. Pension
Benefits
Non-U.S. Pension
Benefits
Other Benefits,
Net of
Subsidy
Total
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
8,763 $
61,112 $
84 $
69,959
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,745
62,694
—
71,439
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,697
63,547
—
72,244
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,602
65,507
—
74,109
2030 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,465
65,800
—
74,265
2031-2035 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38,586
307,820
—
346,406
In 2026, the Company expects to make employer contributions of approximately $0.1 million to its
U.S. pension plan, $29.9 million to its non-U.S. pension plan, and approximately $0.1 million to its
U.S. post-retirement medical plan.
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-35
14.
TAXES
The sources of the Company’s earnings before taxes were as follows for the years ended
December 31:
2025
2024
2023
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
151,383 $
128,053 $
142,078
Non-United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
897,526
909,170
831,650
Earnings before taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,048,909 $
1,037,223 $
973,728
The provision for taxes consists of:
Current
Deferred
Total
Year ended December 31, 2025:
United States federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,764 $
9,668 $
11,432
United States state and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,838
892
9,730
Non-United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
151,643
6,911
158,554
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
162,245 $
17,471 $
179,716
Year ended December 31, 2024:
United States federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
13,591 $
(6,881) $
6,710
United States state and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,782
973
6,755
Non-United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
159,926
692
160,618
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
179,299 $
(5,216) $
174,083
Year ended December 31, 2023:
United States federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
20,036 $
(10,949) $
9,087
United States state and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,946
(838)
8,108
Non-United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
169,341
(1,586)
167,755
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
198,323 $
(13,373) $
184,950
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-36
The provision for tax expense differed from the amounts computed by applying the United States
federal income tax rate of 21% for the years ended December 31, 2025, 2024, and 2023 to earnings before
taxes as a result of the following:
2025
Amount
Percent
U.S. federal statutory tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
220,271
21.0%
State and local income taxes, net of federal income tax effect(1) . . . . . . . . . .
8,064
0.8%
Foreign tax effects:
Switzerland:
Statutory tax rate difference between Switzerland and U.S. . . . . . . . . .
(58,032)
(5.6%)
Cantonal tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33,021
3.1%
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(10,453)
(1.0%)
China:
High and new technology enterprises benefit . . . . . . . . . . . . . . . . . . .
(23,425)
(2.2%)
Withholding tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15,023
1.4%
Statutory tax rate difference between China and U.S. . . . . . . . . . . . . .
11,828
1.1%
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5,997)
(0.6%)
Other foreign jurisdictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,120
1.1%
Effect of cross-border tax laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(15,139)
(1.4%)
Changes in unrecognized tax benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7,452)
(0.7%)
Other adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
887
0.1%
Effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
179,716
17.1%
(1) Primarily related to state taxes in Illinois, California, and Florida.
2024
2023
Expected tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
217,817 $
204,483
United States state and local income taxes, net of federal income tax benefit
5,504
6,858
Non-United States income taxes at other than U.S. federal rate . . . . . . . . . .
(21,489)
(14,611)
Excess tax benefits from stock option exercises . . . . . . . . . . . . . . . . . . . . . .
(11,875)
(13,674)
Benefit related to the settlement of a tax audit . . . . . . . . . . . . . . . . . . . . . . . .
(22,982)
—
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,108
1,894
Total provision for taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
174,083 $
184,950
The Company’s reported effective tax rate was 17% in both 2025 and 2024, compared to 19% in
2023. The reported tax rate in 2025 and 2024 includes a non-cash discrete current tax benefit of
$13.7 million and $23.0 million, respectively, resulting from the reduction of uncertain tax position
liabilities related to the settlement of a tax audit. The reported rate in 2025 also includes a non-cash
discrete deferred tax benefit of $5.8 million resulting from the reduction of a valuation allowance related
to the settlement of a tax audit.
On July 4, 2025, the United States enacted new tax legislation into law. The Company reflected the
impact of the legislation, which was not material, in 2025. The Company does not expect the legislation to
have a material impact on its projected annual income tax rate or consolidated financial statements.
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-37
Cash paid for income taxes, net consisted of the following at December 31:
2025
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
18,804
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,481
Foreign:
China . . . . . . . . . . . . . . . . . . . . . . . . . . . .
52,329
Switzerland . . . . . . . . . . . . . . . . . . . . . . .
52,287
Germany . . . . . . . . . . . . . . . . . . . . . . . . .
8,767
Zurich . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,546
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40,634
Cash paid for income taxes, net . . . . . . . . .
$
180,848
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets
and deferred tax liabilities are presented below at December 31:
2025
2024
Deferred tax assets:
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
33,153 $
26,803
Lease liability, accrued and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
84,232
100,030
Accrued post-retirement benefit and pension costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20,835
27,972
Net operating loss and other tax carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54,181
44,464
Swiss tax reform intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50,300
51,662
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,337
10,460
Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
252,038
261,391
Less valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(68,122)
(73,171)
Total deferred tax assets less valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
183,916
188,220
Deferred tax liabilities:
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,648
10,416
Lease right-of-use assets and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27,876
25,990
Property, plant, and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99,706
85,189
Acquired intangibles amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65,342
64,627
Prepaid post-retirement benefit and pension costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61,715
43,547
International earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27,422
16,367
Unrealized currency gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,611
11,451
Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
294,320
257,587
Net deferred tax (liability) asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(110,404) $
(69,367)
The Company continues to record valuation allowances related to certain of its deferred income tax
assets due to the uncertainty of the ultimate realization of future benefits from such assets. The potential
decrease or increase of the valuation allowance in the near term is dependent on the future ability of the
Company to realize the deferred tax assets that are affected by the future profitability of operations in the
respective/relevant jurisdictions.
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-38
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
2025
2024
Unrecognized tax benefits at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
45,435 $
58,225
Increases related to current tax positions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,030
10,399
Increases related to prior year tax positions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,574
—
Decreases related to prior year tax positions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,206)
(1,169)
Decreases related to the settlement of a tax audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(13,385)
(19,980)
Impact of foreign currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,629
(2,040)
Unrecognized tax benefits at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
48,077 $
45,435
Included in the balance of unrecognized tax benefits at December 31, 2025 and 2024 were
$48.1 million and $45.4 million, respectively, of tax benefits that if recognized would reduce the
Company’s effective tax rate. During year ended December 31, 2025, the Company's unrecognized tax
benefits were reduced by $13.4 million plus accrued interest of $0.3 million pertaining to the settlement of
a tax audit. During year ended December 31, 2024, the Company's unrecognized tax benefits were
reduced by $20.0 million plus accrued interest of $3.0 million pertaining to the settlement of a tax audit.
Other increases and decreases related to current and prior year tax positions during 2025 and 2024
primarily relate to non-United States income taxes. The Company recognizes accrued amounts of interest
and penalties related to its uncertain tax positions as part of its income tax expense within its consolidated
statement of operations. The amount of accrued interest and penalties included within other non-current
liabilities within the Company’s consolidated balance sheet as of December 31, 2025 and 2024 was $11.4
million and $9.4 million, respectively.
The Company plans to repatriate earnings from China, Switzerland, Germany, the United Kingdom,
and certain other countries in future years and believes that there will be no additional tax costs associated
with the repatriation of such foreign earnings other than non-U.S. withholding taxes, certain state taxes,
and U.S. taxes on currency gains, if any, for which a deferred tax liability has been recognized. All other
undistributed earnings and any additional outside basis difference inherent in these entities and the
contributed capital of our foreign subsidiaries are considered to be permanently reinvested on which no
U.S. deferred income taxes or foreign withholding taxes have been provided. It is not practicable to
estimate the amount of deferred tax liability related to these undistributed earnings and additional outside
basis differences in these entities due to the complexity of the calculation and the uncertainty regarding
assumptions necessary to compute the tax.
As of December 31, 2025, the major jurisdictions for which the Company is subject to examinations
are: Germany for years after 2018, the United States after 2016, France after 2022, Switzerland after 2023,
the United Kingdom after 2021, and China after 2021. Additionally, the Company is currently under
examination in various taxing jurisdictions in which it conducts business operations. While the Company
has not yet received any material assessments from these taxing authorities, the Company believes that
adequate amounts of taxes and related interest and penalties have been provided for any adverse
adjustments as a result of these examinations and that the ultimate outcome of these examinations will not
result in a material impact on the Company’s consolidated results of operations or financial position.
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-39
15.
OTHER CHARGES (INCOME), NET
Other charges (income), net consisted of net other income of $16.8 million, $4.6 million, and
$4.1 million in 2025, 2024, and 2023, respectively. Other charges (income), net includes non-service
pension costs (benefits), net (gains) losses from foreign currency transactions and hedging activities,
interest income, and other items. Non-service pension benefits were $13.6 million, $7.7 million, and
$7.6 million in 2025, 2024, and 2023, respectively. Other charges (income), net also includes acquisition
transaction costs of $2.2 million in 2025 and $0.3 million in 2024. For the year ended December 31, 2025,
it also includes a net benefit of $4.4 million related to contingent consideration associated with previous
acquisitions.
16.
LEASES
The Company’s leases primarily comprise real estate and vehicles. Real estate leases are largely
related to sales and marketing, service, and administrative offices, while vehicle leases are primarily
related to the Company’s field sales and service organization. The consolidated balance sheet included the
following balances as of December 31:
2025
2024
Balance Sheet Location
Operating right-of-use assets, net . . . $ 111,718
$ 106,830
Finance right-of-use assets, net . . . .
15,637
5,905
Right-of-use assets, net . . . . . . . . . . . $ 127,355
$ 112,735
Other non-current assets
Current operating lease liability . . . . $ 35,108
$ 29,074
Accrued and other liabilities
Current finance lease liability . . . . . .
2,821
741
Short-term borrowings and current maturities of long-term debt
Non-current operating lease liability
78,043
81,956
Other non-current liabilities
Non-current finance lease liability . .
13,509
5,414
Long-term debt
Total lease liability . . . . . . . . . . . . . . $ 129,481
$ 117,185
As of December 31, 2025, the Company had not entered into any material real estate operating leases
expected to commence in 2026.
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-40
For the years ended December 31, 2025, 2024 and 2023, the Company had the following recorded in
cost of sales, and selling, general, and administrative associated with leasing arrangements:
2025
2024
2023
Operating lease expense . . . . . . . . . . . .
$ 40,288
$ 39,424
$ 37,849
Finance lease expense
Amortization of right-of-use assets . .
1,791
744
526
Interest on lease liabilities . . . . . . . . .
469
252
144
Variable lease expense . . . . . . . . . . . . .
11,767
9,841
7,022
Short-term lease expense . . . . . . . . . . .
1,313
1,228
1,004
Total lease expense . . . . . . . . . . . . . . . .
$ 55,628
$ 51,489
$ 46,545
Weighted average remaining lease term
Operating leases . . . . . . . . . . . . . . . . .
5.2 years
5.9 years
6.5 years
Finance leases . . . . . . . . . . . . . . . . . .
5.5 years
7.5 years
7.8 years
Weighted average discount rate
Operating leases . . . . . . . . . . . . . . . . .
4.2%
4.3%
4.1%
Finance leases . . . . . . . . . . . . . . . . . .
5.0%
4.6%
4.4%
Accruals and other on the consolidated statement of cash flows includes the amortization of the lease
right-of-use asset of $38.0 million, $33.8 million, and $34.4 million, offset by a change in the lease
liability of $37.9 million, $33.7 million, and $33.4 million, for the years ended December 31, 2025, 2024,
and 2023, respectively. Lease payments within operating activities were $40.8 million, $36.6 million, and
$36.6 million for the years ended December 31, 2025, 2024, and 2023, respectively. Lease payments from
finance leases were $1.9 million, $0.8 million, and $0.6 million for the years ended December 31, 2025,
2024, and 2023, respectively. The Company also obtained non-cash lease right-of-use assets in exchange
for lease liabilities of $32.8 million, $23.5 million, and $34.5 million for the years ended December 31,
2025, 2024, and 2023, respectively.
The following is a maturity analysis of the annual undiscounted cash flows for the annual periods
ended December 31:
Finance
Leases
Operating
Leases
2026 . . . . . . . . . . . . . . . . . . .
$
3,798
$
37,615
2027 . . . . . . . . . . . . . . . . . . .
3,798
27,074
2028 . . . . . . . . . . . . . . . . . . .
3,790
18,476
2029 . . . . . . . . . . . . . . . . . . .
3,294
11,809
2030 . . . . . . . . . . . . . . . . . . .
1,480
8,906
Thereafter . . . . . . . . . . . . . . .
2,051
22,735
Total lease payments . . . . . .
18,211
126,615
Less imputed interest . . . . . .
(1,881)
(13,464)
Total lease liability . . . . . . . .
$
16,330
$ 113,151
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-41
17.
COMMITMENTS AND CONTINGENCIES
Legal
The Company is party to various legal proceedings, including certain environmental matters,
incidental to the normal course of business. Management does not expect that any of such proceedings
will have a material adverse effect on the Company’s financial condition, results of operations, or cash
flows.
18.
SEGMENT REPORTING
The Company has five reportable segments: U.S. Operations, Swiss Operations, Western European
Operations, Chinese Operations, and Other Operations. U.S. Operations represent certain of the
Company’s marketing and producing organizations located in the United States. Western European
Operations include the Company’s marketing and producing organizations in Western Europe, excluding
operations located in Switzerland. Swiss Operations include marketing and producing organizations
located in Switzerland as well as extensive R&D operations that are responsible for the development,
production, and marketing of precision instruments, including weighing, analytical, and measurement
technologies for use in a variety of laboratory and industrial applications. Chinese Operations represent
the Company’s marketing and producing organizations located in China. The Company’s market
organizations are geographically focused and are responsible for all aspects of the Company’s sales and
service. Operations that exist outside these reportable segments are included in Other Operations.
The accounting policies of the operating segments are the same as those described in the summary of
significant accounting policies. Our reportable segments comprise the structure used by our Chief
Executive Officer, who is our Chief Operating Decision Maker (CODM), to make key operating decisions
and assess performance. The Company evaluates performance based on segment profit for segment
reporting (gross profit less research and development and selling, general, and administrative expenses,
before amortization, interest expense, restructuring charges, other charges (income), net, and taxes). Inter-
segment sales and transfers are priced to reflect consideration of market conditions and the regulations of
the countries in which the transferring entities are located.
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-42
The following tables show the operations of the Company’s reportable segments:
Year ended December 31, 2025
U.S.
Operations
Swiss
Operations
Western
European
Operations
Chinese
Operations
Other
Operations(a)
Eliminations
and
Corporate(b)
Total
Net sales to external customers . . .
$
1,496,202
$
210,858
$
895,971
$
634,833
$
788,535
$
—
$
4,026,399
Net sales to other segments . . . . . .
152,955
836,217
202,552
329,690
40,862
(1,562,276)
—
Total net sales . . . . . . . . . . . . . . . .
1,649,157
1,047,075
1,098,523
964,523
829,397
(1,562,276)
4,026,399
Segment cost of sales(c) . . . . . . . . .
735,302
509,333
497,294
437,368
452,584
—
—
Segment period expense(d) . . . . . . .
538,495
254,028
374,558
182,245
235,111
—
—
Unallocated expense / eliminations
—
—
—
—
—
179,398
—
Segment profit . . . . . . . . . . . . . . . .
$
375,360
$
283,714
$
226,671
$
344,910
$
141,702
$
(179,398) $
1,192,959
Year ended December 31, 2024
U.S.
Operations
Swiss
Operations
Western
European
Operations
Chinese
Operations
Other
Operations(a)
Eliminations
and
Corporate(b)
Total
Net sales to external customers . . .
$
1,429,502
$
218,580
$
858,002
$
628,447
$
737,830
$
—
$
3,872,361
Net sales to other segments . . . . . .
153,759
801,749
185,321
320,196
21,738
(1,482,763)
—
Total net sales . . . . . . . . . . . . . . . .
1,583,261
1,020,329
1,043,323
948,643
759,568
(1,482,763)
3,872,361
Segment cost of sales(c) . . . . . . . . .
690,498
498,505
486,823
422,130
421,489
—
—
Segment period expense(d) . . . . . . .
499,698
241,178
350,199
180,713
213,895
—
—
Unallocated expense / eliminations
—
—
—
—
—
150,073
—
Segment profit . . . . . . . . . . . . . . . .
$
393,065
$
280,646
$
206,301
$
345,800
$
124,184
$
(150,073) $
1,199,923
Year ended December 31, 2023
U.S.
Operations
Swiss
Operations
Western
European
Operations
Chinese
Operations
Other
Operations(a)
Eliminations
and
Corporate(b)
Total
Net sales to external customers . . .
$
1,403,919
$
188,679
$
792,907
$
718,818
$
683,986
$
—
$
3,788,309
Net sales to other segments . . . . . .
137,192
761,114
188,963
278,027
20,600
(1,385,896)
—
Total net sales . . . . . . . . . . . . . . . .
1,541,111
949,793
981,870
996,845
704,586
(1,385,896)
3,788,309
Segment cost of sales(c) . . . . . . . . .
689,004
436,494
455,596
448,341
400,634
—
—
Segment period expense(d) . . . . . . .
487,055
231,818
347,601
181,410
197,714
—
—
Unallocated expense / eliminations
—
—
—
—
—
146,642
—
Segment profit . . . . . . . . . . . . . . . .
$
365,052
$
281,481
$
178,673
$
367,094
$
106,238
$
(146,642) $
1,151,896
(a) Other Operations includes reporting units in Southeast Asia, Latin America, Eastern Europe, and other countries.
(b) Eliminations and Corporate includes the elimination of intersegment transactions as well as certain corporate expenses
and intercompany investments, which are not included in the Company’s operating segments.
(c) Segment cost of sales includes variable production and other costs.
(d) Segment period expense includes certain manufacturing, field service costs, research and development, and selling,
general and administrative costs.
A reconciliation of segment profit to earnings before taxes follows:
2025
2024
2023
Segment profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,192,959 $
1,199,923 $
1,151,896
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(74,469)
(72,869)
(72,213)
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(68,515)
(74,631)
(77,366)
Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(17,868)
(19,771)
(32,735)
Other income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16,802
4,571
4,146
Earnings before taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,048,909 $
1,037,223 $
973,728
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-43
The following tables show the additional disclosures for the Company’s reportable segments:
Year ended December 31, 2025
U.S.
Operations
Swiss
Operations
Western
European
Operations
Chinese
Operations
Other
Operations(a)
Eliminations
and
Corporate(b)
Total
Depreciation . . . . . . . . . . . . . . . . . .
$
16,772
$
6,847
$
5,818
$
9,326
$
5,948
$
6,430
$
51,141
Total assets . . . . . . . . . . . . . . . . . . .
$
4,368,650
$
4,254,653
$
1,793,515
$
1,048,600
$
559,453
$ (8,312,225) $
3,712,646
Purchase of property, plant, and
equipment . . . . . . . . . . . . . . . . . . . .
$
(15,010) $
(8,314) $
(7,084) $
(19,489) $
(5,685) $
(51,542) $
(107,124)
Goodwill . . . . . . . . . . . . . . . . . . . .
$
568,639
$
29,489
$
107,359
$
630
$
33,108
$
—
$
739,225
Year ended December 31, 2024
U.S.
Operations
Swiss
Operations
Western
European
Operations
Chinese
Operations
Other
Operations(a)
Eliminations
and
Corporate(b)
Total
Depreciation . . . . . . . . . . . . . . . . . .
$
16,970
$
7,086
$
5,339
$
9,434
$
5,353
$
6,170
$
50,352
Total assets . . . . . . . . . . . . . . . . . . .
$
4,081,688
$
3,780,506
$
1,505,017
$
854,023
$
416,314
$ (7,397,549) $
3,239,999
Purchase of property, plant, and
equipment . . . . . . . . . . . . . . . . . . . .
$
(16,542) $
(9,504) $
(6,340) $
(14,355) $
(11,683) $
(45,474) $
(103,898)
Goodwill . . . . . . . . . . . . . . . . . . . .
$
532,394
$
25,601
$
97,426
$
597
$
12,896
$
—
$
668,914
Year ended December 31, 2023
U.S.
Operations
Swiss
Operations
Western
European
Operations
Chinese
Operations
Other
Operations(a)
Eliminations
and
Corporate(b)
Total
Depreciation . . . . . . . . . . . . . . . . . .
$
15,863
$
7,017
$
5,351
$
9,609
$
4,297
$
6,814
$
48,951
Total assets . . . . . . . . . . . . . . . . . . .
$
3,848,003
$
3,554,911
$
1,533,297
$
989,955
$
408,200
$ (6,978,811) $
3,355,555
Purchase of property, plant, and
equipment . . . . . . . . . . . . . . . . . . . .
$
(36,269) $
(8,030) $
(5,052) $
(10,133) $
(12,380) $
(33,459) $
(105,323)
Goodwill . . . . . . . . . . . . . . . . . . . .
$
526,392
$
27,532
$
101,653
$
621
$
13,910
$
—
$
670,108
(a) Other Operations includes reporting units in Southeast Asia, Latin America, Eastern Europe, and other countries.
(b) Eliminations and Corporate includes the elimination of intersegment transactions as well as certain corporate expenses
and intercompany investments, which are not included in the Company’s operating segments.
The Company sells precision instruments, including weighing instruments and certain analytical and
measurement technologies, and related services to a variety of customers and industries. None of these
end-customers account for more than 1% of net sales. Service revenues are primarily derived from repair
and other services, including regulatory compliance qualification, calibration, certification, and
preventative maintenance, and spare parts. A breakdown of the Company’s sales by product category is
disclosed in Note 3 to the consolidated financial statements.
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-44
In certain circumstances, our reporting units sell directly into other geographies. A breakdown of net
sales to external customers by geographic customer destination and property, plant, and equipment by
geographic destination for the years ended December 31 follows:
Net Sales
Property, Plant, and
Equipment, Net
2025
2024
2023
2025
2024
United States . . . . . . . . . . . . $
1,420,729 $
1,358,761 $
1,346,468 $
207,331 $
216,317
Other Americas . . . . . . . . . .
258,694
247,531
221,742
22,248
12,485
Total Americas . . . . . . . . . . .
1,679,423
1,606,292
1,568,210
229,579
228,802
Germany . . . . . . . . . . . . . . . .
242,624
236,292
221,482
33,901
31,320
France . . . . . . . . . . . . . . . . . .
164,605
152,821
139,304
19,824
19,706
United Kingdom . . . . . . . . . .
89,069
84,438
79,455
27,712
28,056
Switzerland . . . . . . . . . . . . . .
95,412
93,599
91,564
358,610
310,775
Other Europe . . . . . . . . . . . .
569,258
533,249
483,693
33,046
25,969
Total Europe . . . . . . . . . . . . .
1,160,968
1,100,399
1,015,498
473,093
415,826
China . . . . . . . . . . . . . . . . . .
626,832
621,794
707,592
103,452
89,733
Rest of World . . . . . . . . . . . .
559,176
543,876
497,009
39,512
35,919
Total Asia/Rest of World . . .
1,186,008
1,165,670
1,204,601
142,964
125,652
Total . . . . . . . . . . . . . . . . . . . $
4,026,399 $
3,872,361 $
3,788,309 $
845,636 $
770,280
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except share data, unless otherwise stated)
F-45
Schedule II — Valuation and Qualifying Accounts (in thousands)
Column A
Column B
Column C
Column D
Column E
Additions
(1)
(2)
Balance at the
Beginning of
Period
Charged to
Costs and
Expenses
Charged to
Other Accounts
Balance at End
of Period
Description
-Deductions-
Note (A)
Note (B)
Deferred tax valuation allowance:
Year ended December 31, 2025 . .
$
73,171 $
1,536 $
3,792 $
10,377 $
68,122
Year ended December 31, 2024 . .
$
73,460 $
3,312 $
37 $
3,638 $
73,171
Year ended December 31, 2023 . .
$
62,615 $
7,548 $
4,149 $
852 $
73,460
_______________________________________
Note (A)
Amounts in 2025, 2024 and 2023 primarily relate to changes in foreign currency.
Note (B)
Amounts in 2025 primarily relate to a non-cash discrete release of a valuation allowance related to the settlement of a tax
audit and the use of certain deferred tax assets. Amounts in 2024 and 2023 primarily relate to changes in state tax net operating
losses and credits.
S-1
EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Patrick Kaltenbach, certify that:
1. I have reviewed this annual report on Form 10-K of Mettler-Toledo International Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize
and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
/s/ Patrick Kaltenbach
Patrick Kaltenbach
Chief Executive Officer
Date: February 6, 2026
EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Shawn P. Vadala, certify that:
1. I have reviewed this annual report on Form 10-K of Mettler-Toledo International Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize
and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
/s/ Shawn P. Vadala
Shawn P. Vadala
Chief Financial Officer
Date: February 6, 2026
EXHIBIT 32
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of
Title 18, United States Code), each of the undersigned officers of Mettler-Toledo International Inc. (the “Company”) does
hereby certify, to such officer’s knowledge, that:
This annual report on Form 10-K for the period ending December 31, 2025 fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in this report fairly presents, in all
material respects, the financial condition and results of operations of the Company.
/s/ Patrick Kaltenbach
Patrick Kaltenbach
Chief Executive Officer
/s/ Shawn P. Vadala
Shawn P. Vadala
Chief Financial Officer
Date: February 6, 2026
Corporate Information
Patrick Kaltenbach
President and
Chief Executive Officer
Sébastien Berrous
European Market Organizations
Susan Graham-Bryce
Chief Human Resources Officer
Marc de La Guéronnière
North American Market Organization,
Global Service, and Commercial Excellence
Stefan Heiniger
Laboratory
Gerry Keller
Process Analytics
Markus Koepfli
Chief Information Officer
Elena Markwalder
Industrial
Michelle Roe
Chief Legal Officer
Shawn P. Vadala
Chief Financial Officer
Oliver Wittorf
Product Inspection, Retail, and
Global Supply Chain
Richard Wong
Asia / Pacific
Officers
Roland Diggelmann
Chair of the Board
Former CEO,
Smith & Nephew plc
Director since 2022
Domitille Doat-Le Bigot
Operating Partner, Technology,
AI Acceleration and Data,
Eurazeo LBO Strategies
Director since 2020
Elisha W. Finney
Retired CFO,
Varian Medical Systems Inc.
Director since 2017
Michael A. Kelly*
Retired Executive Vice President –
Electronics and Energy,
3M Company
Director since 2008
Pablo Perversi
President, EMEA,
Danone
Director since 2025
Thomas P. Salice
Co-Founder and Managing Member,
SFW Capital Partners, LLC
Director since 1996
Brian Shepherd
Former Senior Vice President,
Software and Control,
Rockwell Automation, Inc.
Director since 2024
Michael J. Tokich
Senior Financial Advisor,
STERIS plc
Director since 2026
Dr. Wolfgang Wienand
Chief Executive Officer,
Lonza Group Ltd.
Director since 2023
Ingrid Zhang
Chief Commercial Officer, International,
Novartis
Director since 2023
Board of Directors
Corporate Offices
Mettler-Toledo International Inc.
1900 Polaris Parkway
Columbus, Ohio 43240-4035
Phone 614-438-4511
Im Langacher 44
CH-8606 Greifensee, Switzerland
Phone +41-44-944 22 11
www.mt.com
Transfer Agent and Registrar
Computershare Trust Company N.A. acts as
primary Transfer Agent and Registrar for the
Company. Questions should be sent to:
Computershare
C/O: Shareholder Services
P.O. Box 43078
Providence, RI 02940-3078
Phone 866-322-7862
www-us.computershare.com/investor
Annual Meeting
The annual meeting of shareholders will be
held at 8 a.m. on Thursday, May 7, 2026.
A notice of the meeting, together with a form
of proxy and a proxy statement, will be mailed
to shareholders on or about March 18, 2026.
Investor Relations
Direct requests for information to:
Adam Uhlman
Investor Relations
1900 Polaris Parkway
Columbus, Ohio 43240-4035
Phone +1 614-438-4794
adam.uhlman@mt.com
* Will not stand for re-election in May 2026
www.mt.com
© 02/2026 Mettler-Toledo International Inc.
Group MarCom, RITM1503204