UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, ~~2016~~2017, 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: 1-13595

Mettler-Toledo International Inc.

(Exact name of registrant as specified in its charter)



Delaware		13-3668641
(State or other jurisdiction of		(I.R.S Employer Identification No.)
incorporation or organization)
1900 Polaris Parkway Columbus, Ohio 43240 and Im Langacher, P.O. Box MT-100 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)

not applicable

(Former name, former address and former fiscal year, if changed since last report)

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 X No ___

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web-site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes X No ___

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer. X Accelerated filer __ Non-accelerated filer __ (Do not check if a smaller reporting company)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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ___ No X

The Registrant had ~~26,759,102~~25,821,995 shares of Common Stock outstanding at March 31, ~~2016~~2017.

METTLER-TOLEDO INTERNATIONAL INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q



		PAGE
	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Unaudited Interim Consolidated Financial Statements:

	Interim Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, ~~2016~~2017 and ~~2015~~2016	3

	Interim Consolidated Balance Sheets as of March 31, ~~2016~~2017 and December 31, ~~2015~~2016	4

	Interim Consolidated Statements of Shareholders’ Equity for the three months ended March 31, ~~2016~~2017 and twelve months ended December 31, ~~2015~~2016	5

	Interim Consolidated Statements of Cash Flows for the three months ended March 31, ~~2016~~2017 and ~~2015~~2016	6

	Notes to the Interim Consolidated Financial Statements at March 31, ~~2016~~2017	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4.	Controls and Procedures	27

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 3.	Defaults upon Senior Securities	28

Item 5.	Other Information	28

Item 6.	Exhibits	28

SIGNATURE		29

PART I. FINANCIAL INFORMATION


Item 1.	Financial Statements

METTLER-TOLEDO INTERNATIONAL INC.

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

Three months ended March 31, ~~2016~~2017 and ~~2015~~2016

(In thousands, except share data)

(unaudited)


	March 31, 2016			March 31, 2015			March 31, 2017			March 31, 2016
Net sales
Products	$	413,292		$	412,904		$	457,260		$	413,292
Service	126,382			122,797			137,307			126,382
Total net sales	539,674			535,701			594,567			539,674
Cost of sales
Products	165,857			164,666			175,802			165,857
Service	73,910			72,230			75,865			73,910
Gross profit	299,907			298,805			342,900			299,907
Research and development	28,973			28,461			31,392			28,973
Selling, general and administrative	168,921			173,038			184,172			168,921
Amortization	8,424			7,528			10,045			8,424
Interest expense	6,580			6,725			7,741			6,580
Restructuring charges	880			907			1,432			880
Other charges (income), net	(284		)	(817		)	(5,730		)	(284		)
Earnings before taxes	86,413			82,963			113,848			86,413
Provision for taxes	20,739			19,912			21,382			20,739
Net earnings	$	65,674		$	63,051		$	92,466		$	65,674

Basic earnings per common share:
Net earnings	$	2.44		$	2.24		$	3.57		$	2.44
Weighted average number of common shares	26,931,293			28,115,220			25,932,112			26,931,293

Diluted earnings per common share:
Net earnings	$	2.40		$	2.19		$	3.48		$	2.40
Weighted average number of common and common equivalent shares	27,421,019			28,762,935			26,586,061			27,421,019

Total comprehensive income, net of tax (Note 8)	$	72,506		$	56,795		$	116,344		$	72,506

The accompanying notes are an integral part of these interim consolidated financial statements.

METTLER-TOLEDO INTERNATIONAL INC.

INTERIM CONSOLIDATED BALANCE SHEETS

As of March 31, ~~2016~~2017 and December 31, ~~2015~~2016

(In thousands, except share data)

(unaudited)


	March 31, 2016			December 31, 2015			March 31, 2017			December 31, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	110,595		$	98,887		$	164,893		$	158,674
Trade accounts receivable, less allowances of $14,991 at March 31, 2016
and $14,435 at December 31, 2015	387,296			411,420
Trade accounts receivable, less allowances of $14,800 at March 31, 2017
and $14,234 at December 31, 2016							439,413			454,988
Inventories	227,323			214,383			242,375			222,047
Current deferred tax assets, net	70,039			67,483
Other current assets and prepaid expenses	71,446			70,642			66,184			61,075
Total current assets	866,699			862,815			912,865			896,784
Property, plant and equipment, net	521,496			517,229			572,058			563,707
Goodwill	448,183			446,284			478,652			476,378
Other intangible assets, net	115,990			115,252			165,476			167,055
Non-current deferred tax assets, net	23,275			22,873
Deferred tax assets, net							38,027			33,951
Other non-current assets	59,630			52,186			36,686			28,902
Total assets	$	2,035,273		$	2,016,639		$	2,203,764		$	2,166,777
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	120,536		$	142,075		$	137,827		$	146,593
Accrued and other liabilities	126,139			127,645			128,671			133,167
Accrued compensation and related items	90,155			136,414			95,948			140,461
Deferred revenue and customer prepayments	102,771			88,829			132,930			100,330
Taxes payable	64,956			63,241			46,310			47,990
Current deferred tax liabilities	22,854			22,435
Short-term borrowings and current maturities of long-term debt	17,381			14,488			19,476			18,974
Total current liabilities	544,792			595,127			561,162			587,515
Long-term debt	681,872			575,138			944,211			875,056
Non-current deferred tax liabilities	64,089			71,365
Deferred tax liabilities, net							56,852			64,306
Other non-current liabilities	201,187			194,552			201,687			204,957
Total liabilities	1,491,940			1,436,182			1,763,912			1,731,834
Commitments and contingencies (Note 14)
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;	448			448			448			448
issued 44,786,011 and 44,786,011 shares; outstanding 26,759,102 and 27,090,118 shares
at March 31, 2016 and December 31, 2015, respectively
issued 44,786,011 and 44,786,011 shares; outstanding 25,821,995 and 26,020,234 shares							448			448
at March 31, 2017 and December 31, 2016, respectively
Additional paid-in capital	707,031			697,570
Treasury stock at cost (18,026,909 shares at March 31, 2016 and 17,695,893 shares at	(2,660,782		)	(2,543,229		)
December 31, 2015)
Treasury stock at cost (18,964,016 shares at March 31, 2017 and 18,765,777 shares at							(3,121,111		)	(3,006,771		)
December 31, 2016)
Retained earnings	2,756,453			2,692,317			3,157,257			3,065,708
Accumulated other comprehensive loss	(259,817		)	(266,649		)	(331,120		)	(354,998		)
Total shareholders’ equity	543,333			580,457			439,852			434,943
Total liabilities and shareholders’ equity	$	2,035,273		$	2,016,639		$	2,203,764		$	2,166,777

The accompanying notes are an integral part of these interim consolidated financial statements.

METTLER-TOLEDO INTERNATIONAL INC.

INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Three months ended March 31, ~~2016~~2017 and twelve months ended December 31, ~~2015~~2016

(In thousands, except share data)

(unaudited)


																Accumulated Other Comprehensive Income (Loss)																										Accumulated Other Comprehensive Income (Loss)
					Additional Paid-in Capital																								Additional Paid-in Capital
	Common Stock						Treasury Stock				Retained Earnings				Accumulated Other Comprehensive Income (Loss)					Common Stock								Treasury Stock					Retained Earnings				Accumulated Other Comprehensive Income (Loss)
	Shares		Amount							Accumulated Other Comprehensive Income (Loss)				Shares						Amount							Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2014	28,243,007		$	448			$	670,418				$	(2,095,656	)					$	2,357,334			$	(212,949	)
Balance at December 31, 2015																			27,090,118			$	448			$		697,570			$	(2,543,229	)		$	2,692,317						$	(266,649	)
Exercise of stock options and restricted
stock units	403,908		—		—			47,393					(17,837			)		—				29,556			278,623				—				—				36,450				(10,979		)		—				25,471
Repurchases of common stock	(1,556,797	)	—		—			(494,966			)		—					—				(494,966		)	(1,348,507	)		—				—				(499,992		)		—				—				(499,992		)
Tax benefit resulting from exercise of certain
employee stock options	—		—		12,929			—				—				—				12,929			—			—				17,680				—				—				—				17,680
Share-based compensation	—		—		14,223			—				—				—				14,223			—			—				15,306				—				—				—				15,306
Net earnings	—		—		—			—				352,820				—				352,820			—			—				—				—				384,370				—				384,370
Other comprehensive income (loss),
net of tax (Note 8)	—		—		—			—				—				(53,700		)		(53,700		)	—			—				—				—				—				(88,349		)		(88,349		)
Balance at December 31, 2015	27,090,118		$	448	$	697,570		$	(2,543,229	)		$	2,692,317			$	(266,649	)		$	580,457
Balance at December 31, 2016																							26,020,234			$	448			$	730,556			$	(3,006,771	)		$	3,065,708			$	(354,998	)		$	434,943
Exercise of stock options and restricted
stock units	59,321		—		—			7,447				(1,538		)		—				5,909			76,849			—				—				10,657				(2,456		)		—				8,201
Repurchases of common stock	(390,337	)	—		—			(125,000		)		—				—				(125,000		)	(275,088	)		—				—				(124,997		)		—				—				(124,997		)
Tax benefit resulting from exercise of certain employee stock options	—		—		5,805			—				—				—				5,805
Share-based compensation	—		—		3,656			—				—				—				3,656			—			—				3,822				—				—				—				3,822
Effect of accounting change (Note 2)																							—			—				—				—				1,539				—				1,539
Net earnings	—		—		—			—				65,674				—				65,674			—			—				—				—				92,466				—				92,466
Other comprehensive income (loss),
net of tax (Note 8)	—		—		—			—				—				6,832				6,832			—			—				—				—				—				23,878				23,878
Balance at March 31, 2016	26,759,102		$	448	$	707,031		$	(2,660,782	)		$	2,756,453			$	(259,817	)		$	543,333
Balance at March 31, 2017																							25,821,995			$	448			$	734,378			$	(3,121,111	)		$	3,157,257			$	(331,120	)		$	439,852

The accompanying notes are an integral part of these interim consolidated financial statements.

METTLER-TOLEDO INTERNATIONAL INC.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended March 31, ~~2016~~2017 and ~~2015~~2016

(In thousands)

(unaudited)


	March 31, 2016			March 31, 2015			March 31, 2017			March 31, 2016
Cash flows from operating activities:
Net earnings	$	65,674		$	63,051		$	92,466		$	65,674
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation	8,122			8,301			7,966			8,122
Amortization	8,424			7,528			10,045			8,424
Deferred tax benefit	(3,304		)	(1,670		)	(1,470		)	(3,304		)
Excess tax benefits from share-based payment arrangements	(5,805		)	(441		)
Share-based compensation	3,656			3,496			3,822			3,656
Gain on facility sale							(3,394		)	—
Other	(77		)	(16		)	(10		)	(77		)
Increase (decrease) in cash resulting from changes in:
Trade accounts receivable, net	28,610			38,179			23,289			28,610
Inventories	(10,267		)	(17,703		)	(15,795		)	(10,267		)
Other current assets	(1,453		)	183			(2,045		)	(1,453		)
Trade accounts payable	(21,905		)	(13,927		)	(10,614		)	(21,905		)
Taxes payable	519			(2,685		)	(9,209		)	519
Accruals and other	(36,494		)	(25,700		)	(27,452		)	(36,494		)
Net cash provided by operating activities	35,700			58,596			67,599			41,505
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment	135			42			10,003			135
Purchase of property, plant and equipment	(14,348		)	(18,539		)	(21,015		)	(14,348		)
Acquisitions	(4,329		)	(200		)	—			(4,329		)
Net hedging settlements on intercompany loans	2,128			(8,384		)	312			2,128
Net cash used in investing activities	(16,414		)	(27,081		)	(10,700		)	(16,414		)
Cash flows from financing activities:
Proceeds from borrowings	229,413			150,996			472,732			229,413
Repayments of borrowings	(124,467		)	(77,486		)	(409,881		)	(124,467		)
Proceeds from stock option exercises	5,909			9,546			8,201			5,909
Repurchases of common stock	(125,000		)	(123,745		)	(124,997		)	(125,000		)
Excess tax benefits from share-based payment arrangements	5,805			441
Other financing activities	(125		)	—			—			(125		)
Net cash used in financing activities	(8,465		)	(40,248		)	(53,945		)	(14,270		)

Effect of exchange rate changes on cash and cash equivalents	887			(1,171		)	3,265			887

Net increase (decrease) in cash and cash equivalents	11,708			(9,904		)
Net increase in cash and cash equivalents							6,219			11,708

Cash and cash equivalents:
Beginning of period	98,887			85,263			158,674			98,887
End of period	$	110,595		$	75,359		$	164,893		$	110,595

The accompanying notes are an integral part of these interim consolidated financial statements.

- 6 -

Table of Contents

METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

At March 31, 2016 – Unaudited

(In thousands, except share data, unless otherwise stated)


1.	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, Germany, Switzerland, the United Kingdom and the United States. The Company's principal executive offices are located in Columbus, Ohio and Greifensee, Switzerland.

The accompanying interim 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 interim consolidated financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2015~~2016.

The accompanying interim consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results of the interim periods presented. Operating results for the three months ended March 31, ~~2016~~2017 are not necessarily indicative of the results to be expected for the full year ending December 31, ~~2016~~2017.

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. A discussion of the Company’s critical accounting policies is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2015~~2016.

All intercompany transactions and balances have been eliminated.

Certain reclassifications have been made to prior year amounts to conform to the current year presentation.


2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Trade Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts represents the Company’s best estimate of probable credit losses in its existing trade accounts receivable. The Company determines the allowance based upon a review of both specific accounts for collection and the age of the accounts receivable portfolio.

- 7 -

Table of Contents

METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

At March 31, ~~2016~~2017 – Unaudited (Continued)

(In thousands, except share data, unless otherwise stated)

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, 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.

Inventories consisted of the following:


	March 31, 2016		December 31, 2015		March 31, 2017		December 31, 2016
Raw materials and parts	$	101,759	$	98,252	$	107,256	$	100,408
Work-in-progress	39,835		35,100		46,369		41,454
Finished goods	85,729		81,031		88,750		80,185
	$	227,323	$	214,383	$	242,375	$	222,047

Goodwill and Other Intangible Assets

Goodwill, representing the excess of purchase price over the net asset value 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 evaluation for goodwill and indefinite-lived intangible assets are generally based on an assessment of qualitative and quantitative factors to determine whether it is more likely than not that the fair value of the underlying asset is less than its carrying amount.

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 “Intangibles – Goodwill and Other” and ASC 360 “Property, Plant and Equipment.”

Other intangible assets consisted of the following:


	March 31, 2016							December 31, 2015							March 31, 2017							December 31, 2016
	Gross Amount		Accumulated Amortization			Intangibles, Net		Gross Amount		Accumulated Amortization			Intangibles, Net		Gross Amount		Accumulated Amortization			Intangibles, Net		Gross Amount		Accumulated Amortization			Intangibles, Net
Customer relationships	$	99,264	$	(31,892	)	$	67,372	$	98,175	$	(30,836	)	$	67,339	$	147,776	$	(36,190	)	$	111,586	$	147,466	$	(34,672	)	$	112,794
Proven technology and patents	54,722		(33,470		)	21,252		52,938		(32,444		)	20,494		59,057		(35,981		)	23,076		58,394		(35,128		)	23,266
Tradename (finite life)	4,327		(2,200		)	2,127		4,200		(2,158		)	2,042		4,296		(2,738		)	1,558		4,182		(2,514		)	1,668
Tradename (indefinite life)	24,815		—			24,815		24,814		—			24,814		28,339		—			28,339		28,272		—			28,272
Other	2,146		(1,722		)	424		2,111		(1,548		)	563		2,884		(1,967		)	917		2,871		(1,816		)	1,055
	$	185,274	$	(69,284	)	$	115,990	$	182,238	$	(66,986	)	$	115,252	$	242,352	$	(76,876	)	$	165,476	$	241,185	$	(74,130	)	$	167,055

The Company recognized amortization expense associated with the above intangible assets of ~~$1.8~~$2.5 million and ~~$1.6~~$1.8 million for the three months ended March 31, ~~2016~~2017 and ~~2015~~,2016, respectively. The annual aggregate amortization expense based on the current balance of other intangible assets is estimated at ~~$6.8~~$9.8

- 8 -

Table of Contents

METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

At March 31, ~~2016~~2017 – Unaudited (Continued)

(In thousands, except share data, unless otherwise stated)

million for ~~2016~~, ~~$6.5~~2017, $9.6 million for ~~2017~~, ~~$6.2~~2018, $9.2 million for ~~2018~~, ~~$5.9~~2019, $8.8 million for ~~2019~~, ~~$5.6~~2020, $8.2 million for ~~2020~~2021 and ~~$5.3~~$7.2 million for ~~2021~~.2022. Purchased intangible amortization was ~~$1.7~~$2.3 million,, ~~$1.1~~ $1.5 million after tax and ~~$1.5~~$1.7 million, ~~$1.0~~$1.1 million after tax for the three months ended March 31, ~~2016~~2017 and ~~2015~~.2016, respectively.

In addition to the above amortization, the Company recorded amortization expense associated with capitalized software of ~~$6.6~~$7.5 million and ~~$5.9~~$6.6 million for the three months ended March 31, ~~2016~~2017 and ~~2015~~,2016, respectively.

Revenue Recognition

Revenue is recognized when title to a product has transferred and any significant customer obligations have been fulfilled. Standard shipping terms are generally FOB shipping point in most countries and accordingly, title and risk of loss transfers upon shipment. In countries where title cannot legally transfer before delivery, the Company defers revenue recognition until delivery has occurred. 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. Shipping and handling costs charged to customers are included in total net sales and the associated expense is recorded in cost of sales for all periods presented. Other than a few small software applications, the Company does not sell software products without the related hardware instrument as the software is embedded in the instrument. 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. To the extent the Company’s solutions have a post-shipment obligation, revenue is deferred until the obligation has been completed. The Company defers product revenue where installation is required, unless such installation is deemed perfunctory. The Company also sometimes enters into certain arrangements that require the separate delivery of multiple goods and/or services. These deliverables are accounted for separately if the deliverables have standalone value and the performance of undelivered items is probable and within the Company's control. The allocation of revenue between the separate deliverables is typically based on the relative selling price at the time of the sale in accordance with a number of factors including service technician billing rates, time to install and geographic location.

Further, certain products are also sold through indirect distribution channels whereby the distributor assumes any further obligations to the customer upon title transfer. Revenue is recognized on these products upon transfer of title and risk of loss to its distributors. Distributor discounts are offset against revenue at the time such revenue is recognized.

Service revenue not under contract is recognized upon the completion of the service performed. Spare parts sold on a stand-alone basis are recognized upon title and risk of loss transfer which is generally at the time of shipment. Revenues from service contracts are recognized ratably over the contract period. 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. Service contracts are separately priced and payment is typically received from the customer at the beginning of the contract period.

Warranty

The Company generally offers one-year warranties on most of its products. Product warranties are recorded at the time revenue is recognized. While the Company engages in extensive product quality programs and processes, its warranty obligation is affected by product failure rates, material usage and service costs incurred in correcting a product failure.

- 9 -

Table of Contents

METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

At March 31, ~~2016~~2017 – Unaudited (Continued)

(In thousands, except share data, unless otherwise stated)

Employee Termination Benefits

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.

Share-Based Compensation

The Company recognizes share-based compensation expense within selling, general and administrative in the consolidated statements of operations and comprehensive income with a corresponding offset to additional paid-in capital in the consolidated balance sheet. The Company recorded ~~$3.7~~$3.8 million and ~~$3.5~~$3.7 million of share-based compensation expense for the three months ended March 31, ~~2016~~2017 and ~~2015~~,2016, respectively.

Research and Development

Research and development costs primarily consist of salaries, consulting and other costs. The Company expenses these costs as incurred.

Recent Accounting Pronouncements

In ~~March 2016,~~January 2017, the Company adopted ASU 2015-03 and ASU 2015-15, to ASC 835-30 "Interest - Imputation of Interest." The accounting guidance requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, but allows debt issuance costs related to line-of-credit arrangements to remain as an asset. The Company elected to continue to present unamortized debt issuance costs related to the credit facility as an other non-current asset. The Company applied the adoption of these standards retrospectively and reclassified $1.8 million of unamortized debt issuance costs from other non-current assets to long-term debt as of March 31, 2016 and December 31, 2015, respectively. The adoption of this guidance did not have a material impact on the Company's consolidated statement of financial position.

~~In March 2016, the FASB issued~~ ASU 2016-09, to ASC 718 "Compensation - Stock Compensation." The ~~guidance allows~~primary impact of adoption was the recognition of excess tax benefits from stock option exercises within the provision for taxes rather than within shareholder's equity, and a change in the ~~simplification related to several aspects~~determination of diluted earnings per common share. The Company adopted the accounting for share-based payment transactions, including income tax consequences, the accounting for forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance ~~can be applied either~~ on a ~~retrospective or~~ prospective basis, and ~~becomes effective for~~expects its estimated annual ~~periods beginning after December 15, 2016. We are currently evaluating the impact the adoption of this guidance~~tax rate will ~~have on the Company's consolidated results of operations, financial position, and disclosures.~~

In February 2016, the FASB issued ASU 2016-02 to ASC 842 "Leases." The accounting guidance primarily requires lessees to recognize most leases on their balance sheet as a right to use asset and a lease liability, with the exception of short term leases. A lessee will continue to recognize lease expense on a straight-line basis for leases classified as operating leases. The guidance becomes effective for fiscal years beginning after December 15, 2018 and must be ~~applied on a retrospective basis with early adoption permitted. The Company is currently evaluating the impact of this guidance on our financial statements and the timing of adoption.~~

In November 2015, the FASB issued ASU 2015-17, to ASC 740 "Income Taxes." The guidance simplifies the balance sheet classification of deferred taxes. The new guidance requires that all deferred tax balances be presented as non-current. This change, which can be early adopted, conforms U.S. GAAP

~~- 10 -~~

~~Table of Contents~~

~~METTLER-TOLEDO INTERNATIONAL INC.~~

~~NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS~~

~~At March 31, 2016 – Unaudited (Continued)~~

~~(In thousands, except share data, unless otherwise stated)~~

~~to IFRS. The guidance becomes effective for the Company for the year beginning January 1,~~reduced by 2% in 2017. The adoption of this guidance ~~would have~~also reduced ~~current assets and increased non-current assets~~the Company's income tax rate by approximately ~~$70.0 million and reduced current liabilities and increased non-current liabilities by approximately $22.9 million on~~5% for the ~~Company's consolidated balance sheet at~~three months ending March 31, ~~2016.~~2017. In addition, the Company recognized additional deferred tax assets of $1.5 million as a cumulative adjustment within shareholder's equity. The Company also classified on a retrospective basis the excess tax benefits from stock option exercises as operating activities in the Statements of Cash Flows. For additional disclosure, see Note 5 to the interim consolidated financial statements.

~~In May 2015, the~~The FASB issued ASU ~~2015-07, to ASC 820 "Fair Value Measurements."~~2014-09, ASU 2015-07 removes the requirement to categorize investments using the net asset value per share method within the fair value hierarchy. We are currently evaluating the impact this guidance will have on the Company's pension assets fair value hierarchy table which will be adopted in the fourth quarter 2016.

~~In May 2014, the FASB issued~~2016-10 and ASU ~~2014-09,~~2016-12 to ASC 606 "Revenue from Contracts with Customers." ASU 2014-09 provides authoritative guidance clarifying the principles for recognizing revenue and developing a common revenue standard for U.S. GAAP. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. Additionally, the guidance requires improved disclosure to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. ASU 2016-10 provides guidance for identifying performance obligations as they pertain to immaterial promised goods or services, shipping and handling activities, and identifying when promises represent performance obligations. ASU 2016-12 provides guidance for assessing collectability, presentation of sales taxes, noncash considerations, and completed contract modifications at transition. The guidance becomes effective for the Company for the year beginning January 1, 2018. ~~We are currently evaluating~~The Company is finalizing its evaluation of the impact of the adoption of this guidance and believes it will have an immaterial impact on the Company's consolidated results of operations and financial ~~position,~~position. The estimated impact to the Company's results is expected to be immaterial because most of its performance obligations are satisfied at the time of title transfer and ~~disclosures.~~risk of loss to the customer which is generally upon shipment. In addition, contracts with end-customers typically do not exceed a year, and generally pertain to service contracts that represent an obligation to perform repair or other services on a customer's pre-defined equipment over the contract period. The Company also sometimes enters into contracts with

- 10 -

Table of Contents

METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

At March 31, 2017 – Unaudited (Continued)

(In thousands, except share data, unless otherwise stated)

end-customers that comprise arrangements that require separate delivery of multiple goods and/or services, including post-shipment obligations such as installation. Immaterial impacts from adopting the new standard include the recognition of certain revenue for performance obligations that were deferred until post-shipment obligations were completed. The number of performance obligations under the new standard is also not materially different from the Company's financial accounting and reporting model under the existing standard. The Company is still evaluating the adoption method it will elect upon implementation. The Company is also in the process of implementing appropriate changes to its business processes, systems and controls to support recognition and disclosures under the new standard.

In March 2017, the FASB issued ASU 2017-7, to ASC 715 "Compensation-Retirement Benefits," which will require the Company to report the non-service cost components of net periodic benefit cost in other charges (income), net. The new guidance must be applied retrospectively and becomes effective for the year beginning January 1, 2018. The Company expects the impact of this guidance will be immaterial.

In February 2016, the FASB issued ASU 2016-02 to ASC 842 "Leases." The accounting guidance primarily requires lessees to recognize most leases on their balance sheet as a right to use asset and a lease liability, with the exception of short term leases. A lessee will continue to recognize lease expense on a straight-line basis for leases classified as operating leases. The guidance becomes effective for fiscal years beginning after December 15, 2018 and must be applied on a retrospective basis with early adoption permitted. The Company is currently evaluating the impact of this guidance on the financial statements and the timing of adoption.


3.	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 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 swap agreements 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. As also mentioned in Note 6, the Company has designated its euro denominated debt as a hedge of a portion of its net investment in euro-denominated foreign operations. For additional disclosures on the fair value of financial instruments, also see Note 4 to the interim consolidated financial statements.

Cash Flow Hedges

In July 2012, the Company began entering into foreign currency forward contracts, designated as cash flow hedges, to hedge certain forecasted intercompany sales denominated in euro with its Swiss-based business. In January 2015, prior to the Swiss National Bank's abandonment of its previously established exchange rate floor of 1.20 Swiss francs per euro, the Company increased the notional amount of the cash flow hedges to a total notional value and average forward rate of Euro 86 million and 1.21 for contracts that matured in 2015 and Euro 67 million and 1.19 for contracts that mature in 2016. The notional amount of foreign currency forward contracts outstanding at March 31, 2016 was $57.9 million (Euro 51.6 million) and was $73 million (Euro 67 million) at December 31, 2015. The amount recognized in other comprehensive income (loss) during the three months period ended March 31, 2016 and 2015 was a loss of $0.5 million and a gain of $22.8 million, respectively.

The Company has an interest rate swap agreement designated as a cash flow hedge. The agreement is a swap which has the effect of changing the floating rate LIBOR-based interest payments associated with $50 million in ~~forecasted~~ borrowings under the Company’s credit facility to a fixed obligation of 2.52%. The swap began in October 2015 and matures in October 2020.

In March 2015, the Company entered into a forward-starting interest rate swap agreement. The agreement ~~will change~~is a swap which has the effect of changing the floating rate LIBOR-based interest payments associated with $100 million in

~~- 11 -~~

~~Table of Contents~~

~~METTLER-TOLEDO INTERNATIONAL INC.~~

~~NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS~~

~~At March 31, 2016 – Unaudited (Continued)~~

~~(In thousands, except share data, unless otherwise stated)~~

~~forecasted~~ borrowings under the Company's credit agreement to a fixed obligation of 2.25% ~~beginning~~. The swap began in February 2017 and matures in February 2022.

The Company's cash flow hedges are recorded gross at fair value in the consolidated balance sheet at March 31, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively, and disclosed in Note 4 to the consolidated financial statements. Amounts reclassified into other comprehensive income and the effective portions of the cash flow hedges are further disclosed in Note 8 to the consolidated financial statements. A derivative ~~gain~~loss of ~~$3.4~~$1.0 million based upon interest rates ~~and foreign currency rates~~ at March 31, ~~2016,~~2017, is expected to be reclassified from other comprehensive income (loss) to earnings in the next twelve months. Through March 31, ~~2016,~~2017, no hedge ineffectiveness has occurred in relation to the cash flow hedges.

- 11 -

Table of Contents

METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

At March 31, 2017 – Unaudited (Continued)

(In thousands, except share data, unless otherwise stated)

Other Derivatives

The Company enters into foreign currency forward contracts in order to economically hedge short-term trade and non-trade 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 March 31, ~~2016~~2017 and December 31, ~~2015~~2016 as disclosed in Note 4. The Company recognized in other charges (income), a net gain of ~~$1.0~~$1.7 million and ~~a net loss $9.3~~$1.0 million during the three months ended March 31, 2017 and 2016, ~~and 2015, respectively, which was primarily offset by the underlying transaction losses and gains on the related intercompany balances.~~respectively. At March 31, ~~2016~~2017 and December 31, ~~2015,~~2016, these contracts had a notional value of ~~$295.8~~$335.8 million and ~~$318.7~~$353.0 million, respectively.


4.	FAIR VALUE MEASUREMENTS

At March 31, ~~2016~~2017 and December 31, ~~2015~~2016, the Company had derivative assets totaling ~~$6.3~~$1.1 million and ~~$8.2~~$0.8 million, respectively, and derivative liabilities totaling ~~$9.3~~$3.8 million and ~~$4.7~~$5.8 million, respectively. The fair values of the interest rate swap agreement ~~foreign currency forward contracts designated as cash flow hedges,~~ and 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 at March 31, ~~2016~~2017 and December 31, ~~2015~~2016.

At March 31, ~~2016~~2017 and December 31, ~~2015~~2016, the Company had ~~$17.1~~$28.7 million and ~~$18.8~~$21.5 million of cash equivalents, respectively, the fair value of which is determined through quoted and corroborated prices in active markets. The fair value of cash equivalents approximates cost.

The fair value of the Company's fixed interest rate debt was estimated using Level 2 inputs, primarily discounted cash flow models, based on estimated current rates offered for similar debt under current market conditions for the Company. The fair value of the Company's debt exceeds the carrying value by approximately ~~$12.6~~$4.7 million as of March 31, ~~2016. The carrying value of the Company's debt exceeds the fair value by approximately $9.2~~2017 and $4.2 million as of December 31, ~~2015.~~2016.

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.

~~- 12 -~~

~~Table of Contents~~

~~METTLER-TOLEDO INTERNATIONAL INC.~~

~~NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS~~

~~At March 31, 2016 – Unaudited (Continued)~~

~~(In thousands, except share data, unless otherwise stated)~~

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

- 12 -

Table of Contents

METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

At March 31, 2017 – Unaudited (Continued)

(In thousands, except share data, unless otherwise stated)

The following table presents for each of these hierarchy levels, the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, ~~2016~~2017 and December 31, ~~2015~~2016:


	March 31, 2016								December 31, 2015								March 31, 2017								December 31, 2016
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	17,142	$	—	$	17,142	$	—	$	18,755	$	—	$	18,755	$	—	$	28,669	$	—	$	28,669	$	—	$	21,513	$	—	$	21,513	$	—
Foreign currency forward contracts designated as cash flow hedge	5,100		—		5,100		—		7,056		—		7,056		—
Foreign currency forward contracts not designated as hedging instruments	1,194		—		1,194		—		1,166		—		1,166		—		1,071		—		1,071		—		791		—		791		—
Total	$	23,436	$	—	$	23,436	$	—	$	26,977	$	—	$	26,977	$	—	$	29,740	$	—	$	29,740	$	—	$	22,304	$	—	$	22,304	$	—

Liabilities:
Interest rate swap agreements	$	8,367	$	—	$	8,367	$	—	$	4,092	$	—	$	4,092	$	—	$	3,040	$	—	$	3,040	$	—	$	3,630	$	—	$	3,630	$	—
Foreign currency forward contracts not designated as hedging instruments	964		—		964		—		625		—		625		—		758		—		758		—		2,123		—		2,123		—
Total	$	9,331	$	—	$	9,331	$	—	$	4,717	$	—	$	4,717	$	—	$	3,798	$	—	$	3,798	$	—	$	5,753	$	—	$	5,753	$	—


5.	INCOME TAXES

The provision for taxes is based upon using the Company's ~~projected~~estimated annual effective tax rate of 22% and 24% for ~~each of~~ the three month periods ended March 31, ~~2016~~2017 and ~~2015.~~2016. The reduction in the Company's estimated annual effective tax rate from 24% to 22%, as well as the Company's reported tax rate of 19% during the three months ending March 31, 2017, is primarily related to the Company's adoption of ASU 2016-09 pertaining to excess tax benefits associated with stock option exercises. The Company's 2017 estimated annual tax rate of 22% includes an estimated benefit of 2% related to the adoption of ASU 2016-09, the effects of which will be treated discretely each quarter.

- 13 -

Table of Contents

METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

At March 31, ~~2016~~2017 – Unaudited (Continued)

(In thousands, except share data, unless otherwise stated)


6.	DEBT

Debt consisted of the following at March 31, ~~2016~~2017:


	March 31, 2016									March 31, 2017
	U.S. Dollar			Other Principal Trading Currencies			Total			U.S. Dollar			Other Principal Trading Currencies			Total
$50 million Senior Notes, interest 3.67%, due December 17, 2022	$	50,000		$	—		$	50,000		$	50,000		$	—		$	50,000
$50 million Senior Notes, interest 4.10%, due September 19, 2023	50,000			—			50,000			50,000			—			50,000
$125 million Senior Notes, interest 3.84%, due September 19, 2024	125,000			—			125,000			125,000			—			125,000
$125 million Senior Notes, interest 4.24%, due June 25, 2025	125,000			—			125,000			125,000			—			125,000
Euro 125 million Senior Notes, interest 1.47%, due June 17, 2030	—			140,150			140,150			—			134,842			134,842
Debt issuance costs, net	(1,388		)	(406		)	(1,794		)	(1,213		)	(378		)	(1,591		)
Total Senior Notes	348,612			139,744			488,356			348,787			134,464			483,251
$800 million Credit Agreement, interest at LIBOR plus 87.5 basis points	176,500			17,016			193,516			332,305			128,655			460,960
Other local arrangements	—			17,381			17,381			430			19,046			19,476
Total debt	525,112			174,141			699,253			681,522			282,165			963,687
Less: current portion	—			(17,381		)	(17,381		)	(430		)	(19,046		)	(19,476		)
Total long-term debt	$	525,112		$	156,760		$	681,872		$	681,092		$	263,119		$	944,211

As of March 31, ~~2016,~~2017, the Company had ~~$602.0~~$333.6 million of availability remaining under its Credit Agreement.

1.47% Euro Senior Notes

The Company has designated the 1.47% Euro Senior Notes as a hedge of a portion of its net investment in a euro-denominated foreign ~~subsidiaries~~subsidiary to reduce foreign currency risk associated with ~~the~~this net ~~investment in these operations.~~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 pre-tax unrealized loss recorded in other comprehensive income (loss) related to this net investment hedge was $3.3 million and $3.6 million for the three months ended March 31, ~~2016.~~2017 and 2016, respectively.


7.	SHARE REPURCHASE PROGRAM AND TREASURY STOCK

The Company has a share repurchase program of which there was ~~$1.4 billion~~$858.4 million common shares remaining to be repurchased under the program as of March 31, ~~2016.~~2017. The share repurchases are expected to be funded from cash generated from operating activities, borrowings and existing cash balances. Repurchases will be made through open market transactions, and the amount and timing of repurchases will depend on business and market conditions, stock price, trading restrictions, the level of acquisition activity, and other factors.

The Company has purchased ~~25.0~~26.3 million shares since the inception of the program in 2004 through March 31, ~~2016.~~2017. During both the three months ended March 31, ~~2016~~2017 and ~~2015,~~2016, the Company spent $125.0 million ~~and $123.7 million~~ on the repurchase of ~~390,337~~275,088 shares and ~~400,845~~390,337 shares at an average price per share of ~~$320.22~~$454.37 and ~~$308.69,~~$320.22, respectively. The Company reissued ~~59,321~~76,849 shares and ~~125,398~~59,321 shares held in treasury for the exercise of stock options and restricted stock units during the three months ended March 31, ~~2016~~2017 and ~~2015~~,2016, respectively.

- 14 -

Table of Contents

METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

At March 31, ~~2016~~2017 – Unaudited (Continued)

(In thousands, except share data, unless otherwise stated)


8.	ACCUMULATED OTHER COMPREHENSIVE INCOME

The following table presents changes in accumulated other comprehensive income by component for the periods ended March 31, ~~2016~~2017 and ~~2015:~~2016:


	Currency Translation Adjustment			Net Unrealized Gain (Loss) on Cash Flow Hedging Arrangements, Net of Tax			Pension and Post-Retirement Benefit Related Items, Net of Tax			Total			Currency Translation Adjustment			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, 2015	$	(57,394	)	$	3,016		$	(212,271	)	$	(266,649	)
Balance at December 31, 2016													$	(115,322	)	$	(2,232	)	$	(237,444	)	$	(354,998	)
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) cash flow hedging arrangements	—			(2,653		)	—			(2,653		)	—			152			—			152
Foreign currency translation adjustment	10,914			(554		)	(2,835		)	7,525			24,349			—			(4,546		)	19,803
Amounts recognized from accumulated other comprehensive income (loss), net of tax	—			(977		)	2,937			1,960			—			211			3,712			3,923
Net change in other comprehensive income (loss), net of tax	10,914			(4,184		)	102			6,832			24,349			363			(834		)	23,878
Balance at March 31, 2016	$	(46,480	)	$	(1,168	)	$	(212,169	)	$	(259,817	)
Balance at March 31, 2017													$	(90,973	)	$	(1,869	)	$	(238,278	)	$	(331,120	)


	Currency Translation Adjustment			Net Unrealized Gain (Loss) on Cash Flow Hedging Arrangements, Net of Tax			Pension and Post-Retirement Benefit Related Items, Net of Tax			Total			Currency Translation Adjustment			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, 2014	$	(4,960	)	$	(1,944	)	$	(206,045	)	$	(212,949	)
Balance at December 31, 2015													$	(57,394	)	$	3,016		$	(212,271	)	$	(266,649	)
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) cash flow hedging arrangements	—			18,359			—			18,359			—			(2,653		)	—			(2,653		)
Foreign currency translation adjustment	(25,941		)	(1,547		)	2,337			(25,151		)	10,914			(554		)	(2,835		)	7,525
Amounts recognized from accumulated other comprehensive income (loss), net of tax	—			(1,987		)	2,523			536			—			(977		)	2,937			1,960
Net change in other comprehensive income (loss), net of tax	(25,941		)	14,825			4,860			(6,256		)	10,914			(4,184		)	102			6,832
Balance at March 31, 2015	$	(30,901	)	$	12,881		$	(201,185	)	$	(219,205	)
March 31, 2016													$	(46,480	)	$	(1,168	)	$	(212,169	)	$	(259,817	)

- 15 -

Table of Contents

METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

At March 31, ~~2016~~2017 – Unaudited (Continued)

(In thousands, except share data, unless otherwise stated)

The following table presents amounts recognized from accumulated other comprehensive income for the three months ended March 31:


	2016			2015			Location of Amounts Recognized in Earnings	2017		2016			Location of Amounts Recognized in Earnings
Effective portion of (gains) losses on cash flow hedging arrangements:
Interest rate swap agreements	$	264		$	765		Interest expense	$	344	$	264		Interest expense
Foreign currency forward contracts	(1,433		)	(3,091		)	Cost of sales - products	—		(1,433		)	Cost of sales - products
Total before taxes	(1,169		)	(2,326		)		344		(1,169		)
Provision for taxes	(192		)	(339		)	Provision for taxes	133		(192		)	Provision for taxes
Total, net of taxes	$	(977	)	$	(1,987	)		$	211	$	(977	)

Recognition of defined benefit pension and post-retirement items:
Recognition of actuarial (gains) losses, plan amendments and prior service cost, before taxes	$	3,960		$	3,441		(a)	$	5,039	$	3,960		(a)
Provision for taxes	1,023			918			Provision for taxes	1,327		1,023			Provision for taxes
Total, net of taxes	$	2,937		$	2,523			$	3,712	$	2,937


(a)	These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension and post-retirement cost. See Note 10 for additional details for the three months ended March 31, ~~2016~~2017 and ~~2015.~~2016.

Comprehensive income (loss), net of tax consisted of the following:


	March 31, 2016		March 31, 2015			March 31, 2017		March 31, 2016
Net earnings	$	65,674	$	63,051		$	92,466	$	65,674
Other comprehensive income (loss), net of tax	6,832		$	(6,256	)	23,878		$	6,832
Comprehensive income (loss), net of tax	$	72,506	$	56,795		$	116,344	$	72,506

- 16 -

Table of Contents

METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

At March 31, 2017 – Unaudited (Continued)

(In thousands, except share data, unless otherwise stated)


9.	EARNINGS PER COMMON SHARE

In accordance with the treasury stock method, the Company has included the following common equivalent shares in the calculation of diluted weighted average number of common shares outstanding for the three months ended March 31, relating to outstanding stock options and restricted stock units:

2016 2015
Three months ended 489,726
647,715



	2017	2016
Three months ended	653,949	489,726

The determination of the common share equivalents for the three months ended March 31, 2017 includes the effect of the adoption of guidance ASU 2016-09 as described in Note 2. Outstanding options and restricted stock units to purchase or receive ~~176,917~~93,005 and ~~198,508~~176,917 shares of common stock for the three months ended March 31, ~~2016~~2017 and ~~2015~~,2016, 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.

~~- 16 -~~

~~Table of Contents~~

~~METTLER-TOLEDO INTERNATIONAL INC.~~

~~NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS~~

~~At March 31, 2016 – Unaudited (Continued)~~

~~(In thousands, except share data, unless otherwise stated)~~


10.	NET PERIODIC BENEFIT COST

Net periodic pension cost for the Company’s defined benefit pension plans and U.S. post-retirement medical plan includes the following components for the three months ended March 31:


	U.S. Pension Benefits						Non-U.S. Pension Benefits						Other U.S. Post-retirement Benefits						Total						U.S. Pension Benefits						Non-U.S. Pension Benefits						Other U.S. Post-retirement Benefits						Total
	2016			2015			2016			2015			2016			2015			2016			2015			2017			2016			2017			2016			2017			2016			2017			2016
Service cost, net	$	117		$	209		$	4,145		$	4,745		$	—		$	—		$	4,262		$	4,954		$	141		$	117		$	3,988		$	4,145		$	—		$	—		$	4,129		$	4,262
Interest cost on projected benefit obligations	1,292			1,608			2,647			3,554			19			35			3,958			5,197			1,094			1,292			2,052			2,647			18			19			3,164			3,958
Expected return on plan assets	(2,099		)	(2,394		)	(8,247		)	(9,299		)	—			—			(10,346		)	(11,693		)	(1,684		)	(2,099		)	(7,322		)	(8,247		)	—			—			(9,006		)	(10,346		)
Recognition of prior service cost	—			—			(1,261		)	(973		)	(469		)	(469		)	(1,730		)	(1,442		)	—			—			(1,879		)	(1,261		)	(195		)	(469		)	(2,074		)	(1,730		)
Recognition of actuarial losses/(gains)	1,890			1,907			4,473			3,819			(673		)	(843		)	5,690			4,883			1,639			1,890			5,947			4,473			(473		)	(673		)	7,113			5,690
Net periodic pension cost/(credit)	$	1,200		$	1,330		$	1,757		$	1,846		$	(1,123	)	$	(1,277	)	$	1,834		$	1,899		$	1,190		$	1,200		$	2,786		$	1,757		$	(650	)	$	(1,123	)	$	3,326		$	1,834

As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2015~~2016, the Company expects to make employer contributions of approximately $~~19.4~~18.9 million to its non-U.S. pension plan and employer contributions of approximately $0.5 million to its U.S. post-retirement medical plan during the year ended December 31, ~~2016~~2017. These estimates may change based upon several factors, including fluctuations in currency exchange rates, actual returns on plan assets and changes in legal requirements.

In February 2016 the Company offered approximately 700 former employees, who have deferred vested pension plan benefits, a one-time option to receive a lump sum distribution of their benefits. Eligible participants had 45 days to make their election. Based upon the eligible participant acceptance, $14.6 million will be paid from plan assets to these former employees in the second quarter of 2016 with a corresponding decrease in the benefit obligation to these former employees. The Company will also incur a one-time non-cash settlement charge of approximately $8.3 million during the second quarter of 2016, which will be recorded in other charges (income), net.


11.	RESTRUCTURING CHARGES

For the three months ending March 31, ~~2016~~,2017, the Company incurred ~~$0.9~~$1.4 million of restructuring expenses which primarily comprise employee related costs. Liabilities related to restructuring activities are included in accrued and other liabilities in the consolidated balance sheet.

~~A rollforward of the Company’s accrual for restructuring activities for the~~ ~~three~~ ~~months ended~~ ~~March 31, 2016~~ ~~is as follows:~~

Total
Balance at December 31, 2015 $ 12,211
Restructuring charges 880
Cash payments / utilization (1,841 )
Impact of foreign currency 173
Balance at March 31, 2016 $ 11,423

- 17 -

Table of Contents

METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

At March 31, ~~2016~~2017 – Unaudited (Continued)

(In thousands, except share data, unless otherwise stated)

A rollforward of the Company’s accrual for restructuring activities for the three months ended March 31, 2017 is as follows:



	Total
Balance at December 31, 2016	$	9,531
Restructuring charges	1,432
Cash payments / utilization	(2,578		)
Impact of foreign currency	198
Balance at March 31, 2017	$	8,583


12.	OTHER CHARGES (INCOME), NET

Other charges (income), net ~~consists primarily~~includes a one-time gain of ~~interest income,~~$3.4 million for the three months ended March 31, 2017 relating to the sale of a facility in Switzerland in connection with the Company's initiative to consolidate certain Swiss operations into a new facility. Other charges (income), net also includes (gains) losses from foreign currency transactions and hedging ~~activity,~~activities, interest income and other items.


13.	SEGMENT REPORTING

As disclosed in Note 17 to the Company's consolidated financial statements for the year ending December 31, ~~2015~~,2016, the Company has determined there are five reportable segments: U.S. Operations, Swiss Operations, Western European Operations, Chinese Operations and Other.

The Company evaluates segment performance based on Segment Profit (gross profit less research and development and selling, general and administrative expenses, before amortization, interest expense, restructuring charges, other charges (income), net and taxes).

The following tables show the operations of the Company’s reportable segments:


	Net Sales to		Net Sales to											Net Sales to		Net Sales to
For the three months ended	External		Other			Total Net			Segment					External		Other			Total Net			Segment
March 31, 2016	Customers		Segments			Sales			Profit			Goodwill
March 31, 2017														Customers		Segments			Sales			Profit			Goodwill
U.S. Operations	$	187,935	$	19,630		$	207,565		$	29,155		$	319,715	$	215,353	$	22,412		$	237,765		$	38,822		$	357,526
Swiss Operations	26,965		120,310			147,275			35,822			22,241		29,747		127,553			157,300			36,018			21,771
Western European Operations	137,651		38,547			176,198			20,190			91,482		147,323		42,942			190,265			23,226			83,777
Chinese Operations	84,947		45,927			130,874			36,626			692		90,781		52,932			143,713			44,659			643
Other (a)	102,176		1,354			103,530			11,094			14,053		111,363		1,597			112,960			13,118			14,935
Eliminations and Corporate (b)	—		(225,768		)	(225,768		)	(30,874		)	—		—		(247,436		)	(247,436		)	(28,507		)	—
Total	$	539,674	$	—		$	539,674		$	102,013		$	448,183	$	594,567	$	—		$	594,567		$	127,336		$	478,652

- 18 -

Table of Contents

METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

At March 31, 2017 – Unaudited (Continued)

(In thousands, except share data, unless otherwise stated)


	Net Sales to		Net Sales to											Net Sales to		Net Sales to
For the three months ended	External		Other			Total Net			Segment					External		Other			Total Net			Segment
March 31, 2015	Customers		Segments			Sales			Profit			Goodwill
March 31, 2016														Customers		Segments (c)			Sales (c)			Profit (c)			Goodwill
U.S. Operations	$	178,907	$	18,292		$	197,199		$	24,329		$	308,863	$	187,934	$	20,315		$	208,249		$	29,265		$	319,715
Swiss Operations	30,888		118,022			148,910			35,592			22,507		26,989		116,927			143,916			35,072			22,241
Western European Operations	140,918		42,027			182,945			20,341			92,430		137,628		34,474			172,102			19,699			91,482
Chinese Operations	86,449		43,505			129,954			34,558			744		84,947		46,817			131,764			38,036			692
Other (a)	98,539		1,357			99,896			9,103			13,160		102,176		1,354			103,530			11,094			14,053
Eliminations and Corporate (b)	—		(223,203		)	(223,203		)	(26,617		)	—		—		(219,887		)	(219,887		)	(31,153		)	—
Total	$	535,701	$	—		$	535,701		$	97,306		$	437,704	$	539,674	$	—		$	539,674		$	102,013		$	448,183


(a)	Other includes reporting units in ~~Eastern Europe,~~Southeast Asia, Latin America, ~~East Asia~~Eastern Europe and other countries.


(b)	Eliminations and Corporate includes the elimination of inter-segment transactions and certain corporate expenses and intercompany investments, which are not included in the Company’s operating segments.

~~- 18 -~~

~~Table of Contents~~

~~METTLER-TOLEDO INTERNATIONAL INC.~~

~~NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS~~

~~At March 31, 2016 – Unaudited (Continued)~~

~~(In thousands, except share data, unless otherwise stated)~~


(c)	2016 net sales and segment profit have been reclassified to conform to the current period.

A reconciliation of earnings before taxes to segment profit for the three months ended March 31 follows:


	Three Months Ended						Three Months Ended
	March 31, 2016			March 31, 2015			March 31, 2017			March 31, 2016
Earnings before taxes	$	86,413		$	82,963		$	113,848		$	86,413
Amortization	8,424			7,528			10,045			8,424
Interest expense	6,580			6,725			7,741			6,580
Restructuring charges	880			907			1,432			880
Other charges (income), net	(284		)	(817		)	(5,730		)	(284		)
Segment profit	$	102,013		$	97,306		$	127,336		$	102,013

During the three months ended March 31, ~~2016~~2017, restructuring charges of $1.4 million were recognized, of which $0.8 million, $0.4 million, $0.1 million, and $0.1 million related to the Company’s U.S., ~~restructuring~~Swiss, Chinese and Other operations, respectively. Restructuring charges of $0.9 million were recognized during the three months ended March 31, 2016, of which $0.3 million, $0.4 million, $0.1 million and $0.1 million related to the ~~Company’s~~Company's U.S., ~~Swiss, China and Other operations, respectively. Restructuring charges of~~ ~~$0.9 million~~ ~~were recognized during the three months ended March 31, 2015, of which~~ ~~$0.7 million, $0.1 million and~~ ~~$0.3 million~~ ~~related to the Company's~~ Swiss, Chinese and Other operations, ~~respectively offset by a credit of~~ ~~$0.2 million~~ ~~related to the Company’s Western European operations.~~respectively.


14.	CONTINGENCIES

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, either individually or in the aggregate, will have a material adverse effect on the Company’s financial condition, results of operations or cash flows.


Item 2.	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 in conjunction with the Unaudited Interim Consolidated Financial Statements included herein.

General

Our interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Operating results for the three months ended March 31, ~~2016~~2017 are not necessarily indicative of the results to be expected for the full year ending December 31, ~~2016~~.2017.

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.

Results of Operations – Consolidated

The following tables set forth items from our interim consolidated statements of operations and comprehensive income for the three month periods ended March 31, ~~2016~~2017 and ~~2015~~2016 (amounts in thousands).


	Three months ended March 31,										Three months ended March 31,
	2016					2015					2017					2016
	(unaudited)			%		(unaudited)			%		(unaudited)			%		(unaudited)			%
Net sales	$	539,674		100.0		$	535,701		100.0		$	594,567		100.0		$	539,674		100.0
Cost of sales	239,767			44.4		236,896			44.2		251,667			42.3		239,767			44.4
Gross profit	299,907			55.6		298,805			55.8		342,900			57.7		299,907			55.6
Research and development	28,973			5.4		28,461			5.3		31,392			5.3		28,973			5.4
Selling, general and administrative	168,921			31.3		173,038			32.3		184,172			31.0		168,921			31.3
Amortization	8,424			1.6		7,528			1.4		10,045			1.7		8,424			1.6
Interest expense	6,580			1.2		6,725			1.3		7,741			1.3		6,580			1.2
Restructuring charges	880			0.2		907			0.2		1,432			0.2		880			0.2
Other charges (income), net	(284		)	(0.1	)	(817		)	(0.2	)	(5,730		)	(0.9	)	(284		)	(0.1	)
Earnings before taxes	86,413			16.0		82,963			15.5		113,848			19.1		86,413			16.0
Provision for taxes	20,739			3.8		19,912			3.7		21,382			3.5		20,739			3.8
Net earnings	$	65,674		12.2		$	63,051		11.8		$	92,466		15.6		$	65,674		12.2

Net sales

Net sales were ~~$539.7~~$594.6 million for the three months ended March 31, ~~2016~~,2017, compared to ~~$535.7~~$539.7 million for the corresponding period in ~~2015~~.2016. This represents an increase in U.S. dollars of 1%10%. Excluding the effect of currency exchange rate fluctuations, or in local currencies, net sales increased 4%12% for the three months ended March 31, ~~2016. While~~2017. The Troemner acquisition contributed approximately 1% to our net sales during 2017. Global market conditions ~~continue to be~~were generally favorable

~~strong in~~during the ~~United States,~~first quarter of 2017 and we continue to benefit from the execution of our global sales and marketing programs. However, we remain cautious ~~about our sales growth outlook as global~~given the economic uncertainty that remains in certain regions of the world and market conditions ~~remain uncertain, including in emerging markets.~~are subject to change. We will also face more difficult prior period comparisons during the second half of 2017.

Net sales by geographic destination for the three months ended March 31, ~~2016,~~2017, in U.S. dollars increased 5%14% in the Americas, ~~and decreased 2%~~9% in Europe and 1%7% in Asia/Rest of World. In local currencies, our net sales by geographic destination increased 6%14% in the Americas, 4%13% in Europe and 9% in Asia/Rest of ~~World, and were flat~~World. Excluding the Troemner acquisition, our local currency net sales growth in ~~Europe.~~the Americas was 11%. A discussion of sales by operating segment is included below.

As described in Note 17 to our consolidated financial statements for the year ended December 31, ~~2015,~~2016, 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 ~~were flat~~increased 11% in U.S. dollars and ~~increased 3%~~13% in local currency for the three months ended March 31, ~~2016~~2017 compared to the prior period. The Troemner acquisition contributed approximately 1% to our net sales of products for the three months ended March 31, 2017. Service revenue (including spare parts) increased 3%9% in U.S. dollars and 6%11% in local currency during the three months ended March 31, ~~2016~~2017 compared to the corresponding period in ~~2015.~~2016. The Troemner acquisition contributed approximately 1% to our net sales of service for the three months ended March 31, 2017.

Net sales of our laboratory-related products, which represented approximately ~~49%~~50% of our total net sales for the three months ended March 31, ~~2016,~~2017, increased 2%11% in U.S. dollars and 5%13% in local currencies during the three months ended March 31, ~~2016.~~2017. The local currency increase included strong growth in most product ~~categories, including strong~~categories. The Troemner acquisition contributed approximately 3% to our net sales growth ~~in pipettes.~~of laboratory-related products and services.

Net sales of our industrial-related products, which represented approximately 42% of our total net sales for the three months ended March 31, ~~2016, decreased 1%~~2017, increased 10% in U.S. dollars and 2%12% in local currencies during the three months ended March 31, ~~2016.~~2017. The local currency increase in net sales of our industrial-related products includes ~~solid~~strong growth in product inspection ~~offset by a modest volume decline in core industrial products during the three months ended March 31, 2016.~~and core-industrial.

Net sales in our food retailing markets, which represented approximately 9%8% of our total net sales for the three months ended March 31, ~~2016,~~2017, increased 2%5% in U.S. dollars and increased 5%8% in local currencies during the three months ended March 31, ~~2016,~~2017, with strong volume growth and related project activity in Europe, offset in part by reduced net sales in the Americas and Asia/Rest of World ~~offset~~due to difficult comparisons in ~~part by reduced sales volume in Europe.~~the prior period.

Gross profit

Gross profit as a percentage of net sales was ~~55.6%~~57.7% for the three months ended March 31, ~~2016~~2017 compared to ~~55.8%~~55.6% for the corresponding period in ~~2015.~~2016.

Gross profit as a percentage of net sales for products was ~~59.9%~~61.6% and ~~60.1%~~59.9% for the three month periods ended March 31, ~~2016~~2017 and ~~2015.~~2016.

Gross profit as a percentage of net sales for services (including spare parts) was ~~41.5%~~44.7% for the three months ended March 31, ~~2016~~2017 compared to ~~41.2%~~41.5% for the corresponding period in ~~2015.~~2016.

The ~~decrease~~increase in gross profit as a percentage of net sales for the three months ended March 31, ~~2016~~2017 includes ~~unfavorable business mix~~higher sales volume, productivity gains and ~~investments in our field service organization, partly offset by~~ favorable price ~~realization and reduced material costs.~~realization.

Research and development and selling, general and administrative expenses

Research and development expenses as a percentage of net sales were 5.3% and 5.4% for the three months ended March 31, 2017 and 2016, ~~and 2015.~~respectively. Research and development expenses increased 1%8% in U.S. dollars and 5%11% in local currencies, during the three months ended March 31, ~~2016~~2017 compared to the corresponding period in ~~2015.~~

2016 relating to the timing of research and development project activity.

Selling, general and administrative expenses as a percentage of net sales were ~~31.3%~~31.0% for the three months ended March 31, ~~2016~~2017 compared to ~~32.3%~~31.3% in the corresponding period during ~~2015.~~2016. Selling, general and administrative expenses ~~decreased 2%~~increased 9% in U.S. dollars and ~~increased 1%~~11% in local currencies, during the three months ended March 31, ~~2016~~2017 compared to the corresponding period in ~~2015.~~2016. The local currency increase includes investments in our field sales organization, ~~and~~ higher cash incentive expense, ~~offset in part by benefits from our cost savings initiatives.~~and increased employee benefit costs.

Amortization, interest expense, other charges (income), net and taxes

Amortization expense was ~~$8.4~~$10.0 million for the three months ended March 31, ~~2016~~2017 and ~~$7.5~~$8.4 million for the corresponding period in ~~2015.~~2016.

Interest expense was ~~$6.6~~$7.7 million for the three months ended March 31, ~~2016~~2017 and ~~$6.7~~$6.6 million for the corresponding period in ~~2015.~~2016.

Other charges (income), net ~~consists primarily~~includes a one-time gain of $3.4 million for the three months ended March 31, 2017 relating to the sale of a facility in Switzerland in connection with our initiative to consolidate certain Swiss operations into a new facility. Other charges (income), net also includes (gains) losses from foreign currency transactions and hedging activities, interest income and other items.

The provision for taxes is based upon using our ~~projected~~estimated annual effective tax rate of 22% and 24% for the three month periods ended March 31, ~~2016~~2017 and ~~2015.~~2016. The reduction in our estimated annual effective tax rate from 24% to 22%, as well as our reported tax rate of 19% during the three months ending March 31, 2017, is primarily related to our adoption of ASU 2016-09 pertaining to excess tax benefits associated with stock option exercises. Our 2017 estimated annual tax rate of 22% includes an estimated benefit of 2% related to the adoption of ASU 2016-09, the effects of which will be treated discretely each quarter. Our consolidated income tax rate is lower than the U.S. statutory rate primarily because of benefits from lower-taxed non-U.S. operations. The most significant of these lower-taxed operations are in Switzerland and China.

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. A more detailed description of these segments is outlined in Note 17 to our consolidated financial statements for the year ended December 31, ~~2015~~.2016.

U.S. Operations (amounts in thousands)


	Three months ended March 31,						Three months ended March 31,
	2016		2015		%		2017		2016		%
Total net sales	$	207,565	$	197,199	5	%	$	237,765	$	208,249	14	%
Net sales to external customers	$	187,935	$	178,907	5	%	$	215,353	$	187,934	15	%
Segment profit	$	29,155	$	24,329	20	%	$	38,822	$	29,265	33	%

Total net sales and net sales to external customers ~~both~~ increased 5%14% and 15% for the three months ended March 31, ~~2016~~2017 compared with the corresponding period in ~~2015~~.2016. The increase in

total net sales and net sales to external customers for the three months ended March 31, ~~2016~~2017 reflects strong growth in most product categories with particularly strong ~~volume~~ growth in ~~pipettes, food retailing,~~product inspection and ~~laboratory balances.~~core-industrial products. Net sales to external customers in our U.S. Operations also benefited approximately 3% from the Troemner acquisition for the three months ended March 31, 2017.

Segment profit increased ~~$4.8~~$9.6 million for the three months ended March 31, ~~2016~~2017 compared to the corresponding period in ~~2015~~2016 primarily due to increased net sales and benefits from our margin expansion initiatives, offset in part by increased sales and service investments.

Swiss Operations (amounts in thousands)

Three months ended March 31,
2016 2015
%¹⁾
Total net sales $ 147,275
$ 148,910
(1 )%
Net sales to external customers $ 26,965
$ 30,888
(13 )%
Segment profit $ 35,822
$ 35,592
1 %

~~1) Represents U.S. dollar (decline) growth for net sales and segment profit.~~

Total net sales decreased 1% in U.S. dollars and increased 3% in local currency for the three months ended March 31, 2016 compared to the corresponding period in 2015. Net sales to external customers decreased 13% in U.S. dollars and 10% in local currency during the three months ended March 31, 2016 compared to the corresponding period in 2015. The decrease in local currency net sales to external customers for the three month period ended March 31, 2016 primarily related to soft market conditions.

Segment profit increased $0.2 million for the three month period ended March 31, 2016 compared to the corresponding period in 2015. Segment profit during the three months ended March 31, 2016 includes the impact of increased inter-segment local currency sales, benefits from our cost savings programs, and reduced material costs, offset in part by higher currency hedging gains in the prior year.

~~Western European Operations (amounts in thousands)~~

Three months ended March 31,
2016 2015
%¹⁾
Total net sales $ 176,198
$ 182,945
(4 )%
Net sales to external customers $ 137,651
$ 140,918
(2 )%
Segment profit $ 20,190
$ 20,341
(1 )%

~~1) Represents U.S. dollar (decline) growth for net sales and segment profit.~~

Total net sales decreased 4% in U.S. dollars and 1% in local currencies during the three month period ended March 31, 2016 compared to the corresponding period in 2015. Net sales to external customers decreased 2% in U.S. dollars and were flat in local currencies during the three month period ended March 31, 2016 compared to the corresponding period in 2015. Local currency net sales to external customers for the three months ended March 31, 2016 increased in laboratory-related products offset by volume declines in industrial-related products and food retailing.

Segment profit decreased $0.2 million for the three month period ended March 31, 2016 compared to the corresponding period in 2015. The decrease in segment profit includes the impact of decreased net sales and increased sales and service investments, offset in part by the benefits from our margin expansion initiatives and cost savings initiatives.

~~Chinese Operations (amounts in thousands)~~


	Three months ended March 31,						Three months ended March 31,
	2016		2015		%¹⁾		2017		2016		%¹⁾
Total net sales	$	130,874	$	129,954	1	%	$	157,300	$	143,916	9	%
Net sales to external customers	$	84,947	$	86,449	(2	)%	$	29,747	$	26,989	10	%
Segment profit	$	36,626	$	34,558	6	%	$	36,018	$	35,072	3	%

1) Represents U.S. dollar (decline) growth for net sales and segment profit.

Total net sales increased 1%9% in both U.S. dollars and 10% in local currency for the three months ended March 31, 2017 compared to the corresponding period in 2016. Net sales to external customers increased 10% in U.S. dollars and 7%11% in local currency during the three months ended March 31, ~~2016~~2017 compared to the corresponding period in ~~2015.~~2016. The increase in local currency net sales to external customers for the three month period ended March 31, 2017 includes strong growth in most product categories.

Segment profit increased $0.9 million for the three month period ended March 31, 2017 compared to the corresponding period in 2016. Segment profit during the three months ended March 31, 2017 includes the impact of increased net sales, offset by increased research and development activity and currency hedging gains in the prior year.

Western European Operations (amounts in thousands)



	Three months ended March 31,
	2017		2016		%¹⁾
Total net sales	$	190,265	$	172,102	11	%
Net sales to external customers	$	147,323	$	137,628	7	%
Segment profit	$	23,226	$	19,699	18	%

1) Represents U.S. dollar (decline) growth for net sales and segment profit.

Total net sales increased 11% in U.S. dollars and 17% in local currencies during the three month period ended March 31, 2017 compared to the corresponding period in 2016. Net sales to external customers ~~decreased 2%~~increased 7% in U.S. dollars and 12% in local currencies during the three month period ended March 31, 2017 compared to the corresponding period in 2016. Local currency net sales to external customers for the three months ended March 31, 2017 includes strong growth in most product categories, with particularly strong growth in laboratory-related products and food retailing.

Segment profit increased 4%$3.5 million for the three month period ended March 31, 2017 compared to the corresponding period in 2016. The increase in segment profit includes the impact of increased net sales and benefits from our margin expansion initiatives, offset in part by increased sales and service investments.

Chinese Operations (amounts in thousands)



	Three months ended March 31,
	2017		2016		%¹⁾
Total net sales	$	143,713	$	131,764	9	%
Net sales to external customers	$	90,781	$	84,947	7	%
Segment profit	$	44,659	$	38,036	17	%

1) Represents U.S. dollar (decline) growth for net sales and segment profit.

Total net sales increased 9% in U.S. dollars and 15% in local currency for the three months ended March 31, 2017 compared to the corresponding period in 2016. Net sales to external customers increased 7% in U.S. dollars and 12% in local currency during the three months

ended March 31, ~~2016 as~~2017 compared to the corresponding period in ~~2015. The~~2016.The increase in local currency net sales to external customers during the three months ended March 31, ~~2016~~2017 reflects strong growth in most product categories. While Chinese market conditions ~~remain uncertain and the outlook is unclear.~~have recently improved, uncertainty remains, particularly in industrial markets.

Segment profit increased ~~$2.1~~$6.6 million for the three month period ended March 31, ~~2016~~2017 compared to the corresponding period in ~~2015.~~2016. The increase in segment profit for the three month period ended March 31, ~~2016~~2017 includes increased local currency net sales and benefits from our margin expansion and cost savings initiatives.

Other (amounts in thousands)


	Three months ended March 31,						Three months ended March 31,
	2016		2015		%¹⁾		2017		2016		%¹⁾
Total net sales	$	103,530	$	99,896	4	%	$	112,960	$	103,530	9	%
Net sales to external customers	$	102,176	$	98,539	4	%	$	111,363	$	102,176	9	%
Segment profit	$	11,094	$	9,103	22	%	$	13,118	$	11,094	18	%

1) Represents U.S. dollar (decline) growth for net sales and segment profit.

Total net sales and net sales to external customers increased 4%9% in both U.S. dollars ~~and increased 10%~~ in local currencies during the three month period ended March 31, ~~2016~~2017 compared to the corresponding period in ~~2015.~~2016. The local currency increase in net sales to external customers includes particularly strong volume growth and increased price realization in ~~several~~most countries. ~~These results were offset in part by net sales declines in Russia and Brazil.~~

Segment profit increased $2.0 million for the three months ended March 31, ~~2016~~2017 compared to the corresponding period in ~~2015.~~2016. The increase in segment profit is primarily due to increased net sales and benefits from our margin expansion initiatives, offset in part by ~~unfavorable currency of approximately $1.0 million and~~ increased sales and service investments.

Liquidity and Capital Resources

Liquidity is our ability to generate sufficient cash flows from operating activities to meet our obligations and commitments. In addition, liquidity includes the ability to obtain appropriate financing. Currently, our financing requirements are primarily driven by working capital requirements, capital expenditures, share repurchases and acquisitions.

Cash provided by operating activities totaled ~~$35.7~~$67.6 million during the three months ended March 31, ~~2016,~~2017, compared to ~~$58.6~~$41.5 million in the corresponding period in ~~2015.~~2016. The ~~decrease~~increase in ~~2016 includes a~~2017 primarily relates to higher ~~working capital outflow~~net income of ~~$19.3 million versus the prior year comparable period primarily due to changes in accounts receivables of $9.6 million and accounts payables of $8.0 million that are primarily related to timing.~~$26.8 million.

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 ~~$14.3~~$21.0 million for the three months ended March 31, ~~2016~~2017 compared to ~~$18.5~~$14.3 million in the corresponding period in ~~2015.~~2016. The increase is primarily related to investments in manufacturing facilities. Cash flows from investing activities also includes proceeds of $9.9 million

relating to the sale of a facility in Switzerland in connection with our initiative to consolidate certain Swiss operations into a new facility. We expect to make net investments in new or expanded manufacturing facilities of $65 million to $75 million over the next two years.

We plan to repatriate earnings from China, Switzerland, Germany, Luxembourg, the United Kingdom and certain other countries in future years and expect the only additional cost associated with the repatriation of such earnings outside the United States will be any applicable withholding taxes. All other undistributed earnings are considered to be permanently reinvested. As of March 31, ~~2016~~,2017, we have an immaterial amount of cash and cash equivalents outside the United States where undistributed earnings are considered permanently reinvested. Accordingly, we believe the tax impact associated with repatriating our undistributed foreign earnings will not have a material effect on our liquidity.

Senior Notes and Credit Facility Agreement

Our debt consisted of the following at March 31, ~~2016:~~2017:


	March 31, 2016									March 31, 2017
	U.S. Dollar			Other Principal Trading Currencies			Total			U.S. Dollar			Other Principal Trading Currencies			Total
$50 million Senior Notes, interest 3.67%, due December 17, 2022	$	50,000		$	—		$	50,000		$	50,000		$	—		$	50,000
$50 million Senior Notes, interest 4.10%, due September 19, 2023	50,000			—			50,000			50,000			—			50,000
$125 million Senior Notes, interest 3.84%, due September 19, 2024	125,000			—			125,000			125,000			—			125,000
$125 million Senior Notes, interest 4.24%, due June 25, 2025	125,000			—			125,000			125,000			—			125,000
Euro 125 million Senior Notes, interest 1.47%, due June 17, 2030	—			140,150			140,150			—			134,842			134,842
Debt issuance costs, net	(1,388		)	(406		)	(1,794		)	(1,213		)	(378		)	(1,591		)
Total Senior Notes	348,612			139,744			488,356			348,787			134,464			483,251
$800 million Credit Agreement, interest at LIBOR plus 87.5 basis points	176,500			17,016			193,516			332,305			128,655			460,960
Other local arrangements	—			17,381			17,381			430			19,046			19,476
Total debt	525,112			174,141			699,253			681,522			282,165			963,687
Less: current portion	—			(17,381		)	(17,381		)	(430		)	(19,046		)	(19,476		)
Total long-term debt	$	525,112		$	156,760		$	681,872		$	681,092		$	263,119		$	944,211

As of March 31, ~~2016~~,2017, approximately ~~$602.0~~$333.6 million was available under our Credit Agreement. Changes in exchange rates between the currencies in which we generate cash flows 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.

We currently believe that cash flow from operating activities, together with liquidity available under our credit facility and local working capital facilities, will be sufficient to fund currently anticipated working capital needs and capital spending requirements for at least the foreseeable future.

We continue to explore potential acquisitions. In connection with any acquisition, we may incur additional indebtedness. In the first quarter of 2016, we consummated acquisitions totaling $4.3 million, which includes additional cash consideration of $0.5 million. Goodwill recorded in connection with the acquisitions totaled $2.0 million. We also recorded $1.2 million of identified intangibles primarily pertaining to customer relationships in connection with the acquisitions, which will be amortized on a straight-line basis over 10 years.

Share Repurchase Program

The Company has a share repurchase program of which there was ~~$1.4 billion~~$858.4 million of common shares remaining to be repurchased under the program as of March 31, ~~2016.~~2017. The share repurchases are expected to be funded from cash generated from operating activities, borrowings, and existing cash balances. Repurchases will be made through open market transactions, and the amount and timing of repurchases will depend on business and market conditions, stock price, trading restrictions, the level of acquisition activity, and other factors.

We have purchased ~~25.0~~26.3 million shares since the inception of the program through March 31, ~~2016.~~2017. During both the three months ended March 31, ~~2016~~2017 and ~~2015~~,2016, we spent $125.0 million and ~~$123.7 million~~ on the repurchase of ~~390,337~~275,088 shares and ~~400,845~~390,337 shares at an average price per share of ~~$320.22~~$454.37 and ~~$308.69,~~$320.22, respectively. We reissued ~~59,321~~76,849 shares and ~~125,398~~59,321 shares held in treasury for the exercise of stock options and restricted stock units during the three months ended March 31, 2017 and 2016, ~~and~~ ~~2015~~, respectively.

Effect of Currency on Results of Operations

Our earnings are affected by changing exchange rates. We are most sensitive to changes in the exchange rates between the Swiss franc, euro, 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 entered into foreign currency forward contracts that reduce our exposure from the Swiss franc strengthening against the euro through 2016. The notional amount and average forward rate of our foreign currency forward contracts at March 31, 2016 is Euro 51.6 million and 1.19 for contracts that mature in 2016. Absent these forward currency forward contracts, we estimate a 1% strengthening of the Swiss franc against the euro would reduce our earnings before tax by approximately ~~$1.2~~$1.5 million to ~~$1.4~~$1.7 million annually. We also estimate a 1% strengthening of the Swiss franc against the U.S. dollar would reduce our earnings before tax by approximately ~~$0.4 million to $0.6~~$0.2 million annually in addition to the previously mentioned strengthening of the Swiss franc against the euro impact.

We also conduct business in many geographies 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 ~~$0.3~~$0.4 million to ~~$0.5~~$0.6 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 and the Swiss franc. Based on our outstanding debt at March 31, ~~2016,~~2017, we estimate that a 10% weakening of the U.S. dollar against the currencies in which our debt is denominated would result in an increase of approximately ~~$19.4~~$31.4 million in the reported U.S. dollar value of our debt.

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 earnings and sales growth, earnings per share, strategic plans and contingency plans, growth opportunities or economic downturns, our ability to respond to changes in market conditions, planned research and development efforts and product introductions, adequacy of facilities, access to and the costs of raw materials, shipping and supplier costs, gross margins, customer demand, our competitive position , capital expenditures, cash flow, tax-related matters, compliance with laws, and effects of acquisitions.

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” of our ~~2015~~2016 Annual Report on Form 10-K.


Item 3.	Quantitative and Qualitative Disclosures About Market Risk

As of March 31, ~~2016~~2017, there was no material change in the information provided under Item 7A in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2015~~2016.


Item 4.	Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer, Principal Financial Officer and Principal Accounting 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, Principal Financial Officer and Principal Accounting Officer, have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended March 31, ~~2016~~2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION


Item 1.	Legal Proceedings. None


Item 1A.	Risk Factors.

For the three months ended March 31, ~~2016~~2017 there were no material changes from risk factors disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2015~~.2016.


Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

(a) (b) (c) (d)

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)

January 1 to January 31, 2016 109,176
$ 315.89
109,176
$ 1,448,921
February 1 to February 29, 2016 138,142
$ 312.00
138,142
$ 1,405,818
March 1 to March 31, 2016 143,019
$ 331.45
143,019
$ 1,358,411
Total 390,337
$ 320.22
390,337
$ 1,358,411



	(a)	(b)		(c)	(d)
	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)


January 1 to January 31, 2017	85,277	$	422.34	85,277	$	947,402
February 1 to February 28, 2017	88,456	$	455.04	88,456	$	907,149
March 1 to March 31, 2017	101,355	$	480.73	101,355	$	858,422
Total	275,088	$	454.37	275,088	$	858,422

The Company has a share repurchase program of which there ~~is $1.4 billion~~was $858.4 million common shares remaining to ~~repurchase~~be repurchased under the program as of March 31, ~~2016~~.2017. We have purchased ~~25.0~~26.3 million shares since the inception of the program through March 31, ~~2016~~.2017.

During both the three months ended March 31, ~~2016~~2017 and ~~2015~~,2016, we spent ~~$125.0~~$125.0 million ~~and~~ ~~$123.7 million~~ on the repurchase of ~~390,337~~275,088 and ~~400,845~~390,337 shares at an average price per share of ~~$320.22~~$454.37 and ~~$308.69~~,$320.22, respectively. We reissued ~~59,321~~76,849 shares and ~~125,398~~59,321 shares held in treasury for the exercise of stock options and restricted stock units for the three months ended March 31, ~~2016~~2017 and ~~2015~~,2016, respectively.


Item 3.	Defaults Upon Senior Securities. None


Item 5.	Other information. None


Item 6.	Exhibits. See Exhibit Index below.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		Mettler-Toledo International Inc.
Date:	May ~~6, 2016~~5, 2017	By:	/s/ Shawn P. Vadala

			Shawn P. Vadala
			Chief Financial Officer and Principal Accounting Officer

EXHIBIT INDEX



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 Executive Vice President Pursuant to Section 302 of the Sarbanes — Oxley Act of 2002

	31.3*	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

	101.INS*	XBRL Instance 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

_______________________

* Filed herewith

- 30 -



	Total
Balance at December 31, 2015	$	12,211
Restructuring charges	880
Cash payments / utilization	(1,841		)
Impact of foreign currency	173
Balance at March 31, 2016	$	11,423