Table of Contents


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 September 30, 2017, OR
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2022, OR
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO ________________
¨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-ToledoMettler Toledo International Inc.Inc

(Exact name of registrant as specified in its charter)

Delaware13-3668641
(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)

1900 Polaris Parkway
Columbus, OH 43240
and
Im Langacher, P.O. Box MT-100
CH 8606 Greifensee, Swizterland
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)


Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.01 par valueMTDNew York Stock Exchange

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 or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth 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 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 25,579,12422,680,305 shares of Common Stock outstanding at September 30, 2017.March 31, 2022.








METTLER-TOLEDO INTERNATIONAL INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q


PAGE
PAGE





Table of Contents
PART I. FINANCIAL INFORMATION

Item 1.Financial Statements

Item 1. Financial Statements

METTLER-TOLEDO INTERNATIONAL INC.
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Three months ended September 30, 2017March 31, 2022 and 20162021
(In thousands, except share data)
(unaudited)


March 31,
2022
March 31,
2021
Net sales
Products$706,615 $626,915 
Service191,176 177,475 
Total net sales897,791 804,390 
Cost of sales
Products289,089 245,270 
Service89,117 87,424 
Gross profit519,585 471,696 
Research and development43,028 39,272 
Selling, general and administrative235,312 221,752 
Amortization16,604 13,884 
Interest expense11,338 9,471 
Restructuring charges4,011 1,193 
Other charges (income), net(3,709)710 
Earnings before taxes213,001 185,414 
Provision for taxes39,000 35,751 
Net earnings$174,001 $149,663 
Basic earnings per common share:
Net earnings$7.64 $6.41 
Weighted average number of common shares22,768,298 23,365,077 
Diluted earnings per common share:
Net earnings$7.55 $6.32 
Weighted average number of common and common equivalent shares23,040,231 23,685,665 
Total comprehensive income, net of tax (Note 9)$178,351 $172,844 
 September 30,
2017
 September 30,
2016
Net sales   
Products$544,408
 $508,963
Service154,391
 141,635
Total net sales698,799
 650,598
Cost of sales   
Products217,194
 203,150
Service81,328
 77,954
Gross profit400,277
 369,494
Research and development32,477
 30,139
Selling, general and administrative204,915
 187,680
Amortization10,716
 9,087
Interest expense8,248
 7,167
Restructuring charges3,385
 1,494
Other charges (income), net909
 603
Earnings before taxes139,627
 133,324
Provision for taxes34,677
 31,992
Net earnings$104,950
 $101,332
    
Basic earnings per common share:   
Net earnings$4.10
 $3.84
Weighted average number of common shares25,613,433
 26,375,468
    
Diluted earnings per common share:   
Net earnings$3.99
 $3.77
Weighted average number of common and common equivalent shares26,303,529
 26,888,810
    
Comprehensive income, net of tax (Note 9)$125,699
 $117,704




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

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METTLER-TOLEDO INTERNATIONAL INC.
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOMEBALANCE SHEETS
Nine months ended September 30, 2017As of March 31, 2022 and 2016December 31, 2021
(In thousands, except share data)
(unaudited)

March 31,
2022
December 31,
2021
ASSETS
Current assets:  
Cash and cash equivalents$116,949 $98,564 
Trade accounts receivable, less allowances of $23,098 at March 31, 2022
and $22,176 at December 31, 2021617,880 647,335 
Inventories446,490 414,543 
Other current assets and prepaid expenses128,567 108,916 
Total current assets1,309,886 1,269,358 
Property, plant and equipment, net787,472 799,365 
Goodwill650,118 648,622 
Other intangible assets, net305,079 307,450 
Deferred tax assets, net38,920 39,496 
Other non-current assets264,708 262,507 
Total assets$3,356,183 $3,326,798 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:  
Trade accounts payable$259,352 $272,911 
Accrued and other liabilities214,558 208,811 
Accrued compensation and related items143,632 236,265 
Deferred revenue and customer prepayments215,680 192,648 
Taxes payable148,929 134,769 
Short-term borrowings and current maturities of long-term debt105,262 101,134 
Total current liabilities1,087,413 1,146,538 
Long-term debt1,766,832 1,580,808 
Deferred tax liabilities, net65,174 62,230 
Other non-current liabilities352,194 365,801 
Total liabilities3,271,613 3,155,377 
Commitments and contingencies (Note 14)0
Shareholders’ equity:  
Preferred stock, $0.01 par value per share; authorized 10,000,000 shares— — 
Common stock, $0.01 par value per share; authorized 125,000,000 shares; issued 44,786,011 and 44,786,011 shares; outstanding 22,680,305 and 22,843,103 shares at March 31, 2022 and December 31, 2021, respectively448 448 
Additional paid-in capital831,503 825,974 
Treasury stock at cost (22,105,706 shares at March 31, 2022 and 21,942,908 shares at December 31, 2021)(6,527,380)(6,259,049)
Retained earnings6,030,873 5,859,272 
Accumulated other comprehensive loss(250,874)(255,224)
Total shareholders’ equity84,570 171,421 
Total liabilities and shareholders’ equity$3,356,183 $3,326,798 
 September 30,
2017
 September 30,
2016
Net sales   
Products$1,514,516
 $1,392,860
Service432,506
 405,698
Total net sales1,947,022
 1,798,558
Cost of sales   
Products593,277
 552,329
Service235,651
 229,252
Gross profit1,118,094
 1,016,977
Research and development96,723
 89,813
Selling, general and administrative582,604
 544,399
Amortization31,010
 26,166
Interest expense24,160
 20,619
Restructuring charges8,840
 4,579
Other charges (income), net(5,565) 8,492
Earnings before taxes380,322
 322,909
Provision for taxes81,326
 76,315
Net earnings$298,996
 $246,594
    
Basic earnings per common share:   
Net earnings$11.60
 $9.25
Weighted average number of common shares25,764,472
 26,644,938
    
Diluted earnings per common share:   
Net earnings$11.31
 $9.08
Weighted average number of common and common equivalent shares26,446,677
 27,153,450
    
Comprehensive income, net of tax (Note 9)$376,357
 $246,840



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

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METTLER-TOLEDO INTERNATIONAL INC.
INTERIM CONSOLIDATED BALANCE SHEETSSTATEMENTS OF SHAREHOLDERS’ EQUITY
As of September 30, 2017Three months ended March 31, 2022 and December 31, 20162021
(In thousands, except share data)
(unaudited)


 Additional Paid-in Capital  Accumulated Other Comprehensive Income (Loss) 
 Common StockTreasury StockRetained Earnings 
 SharesAmountTotal
Balance at December 31, 202023,471,841 $448 $805,140 $(5,283,584)$5,095,596 $(334,925)$282,675 
Exercise of stock options, restricted stock units and performance stock units22,388 — 1,239 4,682 (872)— 5,049 
Repurchases of common stock(224,808)— — (262,500)— — (262,500)
Share-based compensation— — 4,575 — — — 4,575 
Net earnings— — — — 149,663 — 149,663 
Other comprehensive income (loss), net of tax— — — — — 23,181 23,181 
Balance at March 31, 202123,269,421 $448 $810,954 $(5,541,402)$5,244,387 $(311,744)$202,643 
Balance at December 31, 202122,843,103 $448 $825,974 $(6,259,049)$5,859,272 $(255,224)$171,421 
Exercise of stock options, restricted stock units and performance stock units27,795 — 1,020 6,669 (2,400)— 5,289 
Repurchases of common stock(190,593)— — (275,000)— — (275,000)
Share-based compensation— — 4,509 — — — 4,509 
Net earnings— — — — 174,001 — 174,001 
Other comprehensive income (loss), net of tax— — — — — 4,350 4,350 
Balance at March 31, 202222,680,305 $448 $831,503 $(6,527,380)$6,030,873 $(250,874)$84,570 
 September 30,
2017
 December 31,
2016
ASSETS
Current assets:   
Cash and cash equivalents$169,086
 $158,674
Trade accounts receivable, less allowances of $15,893 at September 30, 2017   
and $14,234 at December 31, 2016483,167
 454,988
Inventories263,527
 222,047
Other current assets and prepaid expenses70,784
 61,075
Total current assets986,564
 896,784
Property, plant and equipment, net641,709
 563,707
Goodwill538,418
 476,378
Other intangible assets, net229,975
 167,055
Deferred tax assets, net43,103
 33,951
Other non-current assets57,430
 28,902
Total assets$2,497,199
 $2,166,777
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:   
Trade accounts payable$148,521
 $146,593
Accrued and other liabilities137,672
 133,167
Accrued compensation and related items151,820
 140,461
Deferred revenue and customer prepayments123,730
 100,330
Taxes payable72,082
 47,990
Short-term borrowings and current maturities of long-term debt18,533
 18,974
Total current liabilities652,358
 587,515
Long-term debt1,050,681
 875,056
Deferred tax liabilities31,090
 64,306
Other non-current liabilities250,091
 204,957
Total liabilities1,984,220
 1,731,834
Commitments and contingencies (Note 15)

 

Shareholders’ equity:   
Preferred stock, $0.01 par value per share; authorized 10,000,000 shares
 
Common stock, $0.01 par value per share; authorized 125,000,000 shares;   
issued 44,786,011 and 44,786,011 shares; outstanding 25,579,124 and   
26,020,234 shares at September 30, 2017 and December 31, 2016, respectively448
 448
Additional paid-in capital742,379
 730,556
Treasury stock at cost (19,206,887 shares at September 30, 2017, and 18,765,777 shares at December 31, 2016)(3,312,526) (3,006,771)
Retained earnings3,360,315
 3,065,708
Accumulated other comprehensive income (loss)(277,637) (354,998)
Total shareholders’ equity512,979
 434,943
Total liabilities and shareholders’ equity$2,497,199
 $2,166,777




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

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METTLER-TOLEDO INTERNATIONAL INC.
INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITYCASH FLOWS
NineThree months ended September 30, 2017March 31, 2022 and twelve months ended December 31, 20162021
(In thousands, except share data)thousands)
(unaudited)


March 31,
2022
March 31,
2021
Cash flows from operating activities:  
Net earnings$174,001 $149,663 
Adjustments to reconcile net earnings to net cash provided by operating activities: 
Depreciation11,880 10,943 
Amortization16,604 13,884 
Deferred tax benefit(1,096)(5,068)
Share-based compensation4,509 4,575 
Increase (decrease) in cash resulting from changes in: 
Trade accounts receivable, net23,293 12,232 
Inventories(37,643)(28,029)
Other current assets(15,031)(4,175)
Trade accounts payable(15,396)15,543 
Taxes payable16,308 15,411 
Accruals and other(86,592)(26,102)
Net cash provided by operating activities90,837 158,877 
Cash flows from investing activities:  
Purchase of property, plant and equipment(19,151)(24,605)
Proceeds from government funding18,000 — 
Acquisitions(9,704)(185,074)
Other investing activities3,743 18,226 
Net cash used in investing activities(7,112)(191,453)
Cash flows from financing activities:  
Proceeds from borrowings684,037 827,991 
Repayments of borrowings(478,479)(523,146)
Proceeds from stock option exercises5,289 5,049 
Repurchases of common stock(275,000)(262,500)
Other financing activities(332)(714)
Net cash (used in) provided by financing activities(64,485)46,680 
Effect of exchange rate changes on cash and cash equivalents(855)(1,704)
Net increase in cash and cash equivalents18,385 12,400 
Cash and cash equivalents: 
Beginning of period98,564 94,254 
End of period$116,949 $106,654 
              
     Additional Paid-in Capital     Accumulated Other Comprehensive Income (Loss)  
 Common Stock  Treasury Stock Retained Earnings   
 Shares Amount     Total
Balance at December 31, 201527,090,118
 $448
 $697,570
 $(2,543,229) $2,692,317
 $(266,649) $580,457
Exercise of stock options and restricted             
stock units278,623
 
 
 36,450
 (10,979) 
 25,471
Repurchases of common stock(1,348,507) 
 
 (499,992) 
 
 (499,992)
Tax benefit resulting from exercise of             
certain employee stock options
 
 17,680
 
 
 
 17,680
Share-based compensation
 
 15,306
 
 
 
 15,306
Net earnings
 
 
 
 384,370
 
 384,370
Other comprehensive income (loss),             
net of tax
 
 
 
 
 (88,349) (88,349)
Balance at December 31, 201626,020,234
 $448
 $730,556
 $(3,006,771) $3,065,708
 $(354,998) $434,943
Exercise of stock options and restricted             
stock units206,646
 
 
 29,243
 (5,928) 
 23,315
Repurchases of common stock(647,756) 
 
 (334,998) 
 
 (334,998)
Share-based compensation
 
 11,823
 
 
 
 11,823
Effect of accounting change (Note 2)
 
 
 
 1,539
 
 1,539
Net earnings
 
 
 
 298,996
 
 298,996
Other comprehensive income (loss),             
net of tax (Note 9)
 
 
 
 
 77,361
 77,361
Balance at September 30, 201725,579,124
 $448
 $742,379
 $(3,312,526) $3,360,315
 $(277,637) $512,979
              




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

METTLER-TOLEDO INTERNATIONAL INC.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended September 30, 2017 and 2016
(In thousands)
(unaudited)

 September 30,
2017
 September 30,
2016
Cash flows from operating activities:   
Net earnings$298,996
 $246,594
Adjustments to reconcile net earnings to net cash provided by operating activities:   
Depreciation24,421
 24,527
Amortization31,010
 26,166
Deferred tax benefit(7,754) (11,078)
Share-based compensation11,823
 10,861
Gain on facility sale(3,394) 
Other227
 6
Non-cash pension settlement charge
 8,189
Increase (decrease) in cash resulting from changes in:   
Trade accounts receivable, net1,891
 4,721
Inventories(23,596) (19,857)
Other current assets(2,526) (3,558)
Trade accounts payable(5,857) (11,984)
Taxes payable11,386
 6,577
Accruals and other14,608
 26,149
Net cash provided by operating activities351,235
 307,313
Cash flows from investing activities:   
Proceeds from sale of property, plant and equipment10,437
 361
Purchase of property, plant and equipment(85,826) (51,234)
Acquisitions(108,445) (109,681)
Net hedging settlements on intercompany loans3,716
 2,031
Net cash used in investing activities(180,118) (158,523)
Cash flows from financing activities:   
Proceeds from borrowings985,694
 709,988
Repayments of borrowings(834,061) (455,913)
Proceeds from stock option exercises23,315
 20,187
Repurchases of common stock(334,998) (374,994)
Other financing activities(7,205) (680)
Net cash used in financing activities(167,255) (101,412)
Effect of exchange rate changes on cash and cash equivalents6,550
 (132)
Net increase in cash and cash equivalents10,412
 47,246
Cash and cash equivalents:   
Beginning of period158,674
 98,887
End of period$169,086
 $146,133


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

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Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At September 30, 2017 – Unaudited
(In thousands, except share data, unless otherwise stated)



1.BASIS OF PRESENTATION
1.BASIS OF PRESENTATION
Mettler-Toledo International Inc. ("Mettler-Toledo"(Mettler-Toledo or the "Company")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 relatedrelated analytical instrumentsinstruments and provides automated chemistry solutions used in drug and chemical compound discoverydiscovery 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”)(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, 2016.2021.
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 and nine months ended September 30, 2017March 31, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2017.2022.
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. These financial statements were prepared using information reasonably available as of March 31, 2022 and through the date of this Report. 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 Notesestimates due to uncertainty relating to the Consolidated Financial Statements included inCOVID-19 pandemic, the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.invasion of Ukraine, as well as other factors.
All intercompany transactions and balances have been eliminated.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 accountsexpected credit losses represents the Company’sCompany's best estimate based on historical information, current information, and reasonable and supportable forecasts of probable credit losses in its existing trade accounts receivable. The Company determines the allowance based upon a review of both specific accounts for collectionfuture events and the age of the accounts receivable portfolio.

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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At September 30, 2017 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

circumstances.
Inventories
Inventories are valued at the lower of cost or net realizable value. Cost, which includes direct materials, labor and overhead, is generally determined using the first in, first out (FIFO) method. The estimated net realizable value is based on assumptions for future demand and related pricing. Adjustments to the cost basis of the Company’s inventory are made for excess and obsolete items based on usage, 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.
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Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS – Unaudited
(In thousands, except share data, unless otherwise stated)

Inventories consisted of the following:
 September 30,
2017
 December 31,
2016
Raw materials and parts$119,148
 $100,408
Work-in-progress50,212
 41,454
Finished goods94,167
 80,185
 $263,527
 $222,047
March 31,
2022
December 31,
2021
Raw materials and parts$199,933 $184,624 
Work-in-progress84,081 76,019 
Finished goods162,476 153,900 
 $446,490 $414,543 
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 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 of benefit.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"“Business Combinations” and the continued accounting for previously recognized intangible assets and goodwill in accordance with the provisions of ASC 350 "Intangible -“Intangibles – Goodwill and Other"Other” and ASC 360 "Property,“Property, Plant and Equipment".Equipment.”
Other intangible assets consisted of the following:
 September 30, 2017 December 31, 2016
 
Gross
Amount
 
Accumulated
Amortization
 Intangibles, Net 
Gross
Amount
 
Accumulated
Amortization
 Intangibles, Net
Customer relationships$198,355
 $(39,757) $158,598
 $147,466
 $(34,672) $112,794
Proven technology and patents70,169
 (37,711) 32,458
 58,394
 (35,128) 23,266
Tradename (finite life)4,486
 (2,765) 1,721
 4,182
 (2,514) 1,668
Tradename (indefinite life)35,603
 
 35,603
 28,272
 
 28,272
Other3,673
 (2,078) 1,595
 2,871
 (1,816) 1,055
 $312,286
 $(82,311) $229,975
 $241,185
 $(74,130) $167,055

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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At September 30, 2017 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

following:
 March 31, 2022December 31, 2021
Gross
Amount
Accumulated
Amortization
Intangibles, NetGross
Amount
Accumulated
Amortization
Intangibles, Net
Customer relationships$285,764 $(82,997)$202,767 $282,470 $(79,782)$202,688 
Proven technology and patents112,613 (57,775)54,838 115,680 (56,305)59,375 
Trade name (finite life)7,425 (2,927)4,498 8,206 (3,731)4,475 
Trade name (indefinite life)35,903 — 35,903 35,949 — 35,949 
Other13,056 (5,983)7,073 10,641 (5,678)4,963 
 $454,761 $(149,682)$305,079 $452,946 $(145,496)$307,450 
The Company recognized amortization expense associated with the above intangible assets of $2.9$6.8 million and $2.2$4.1 million for the three months ended September 30, 2017March 31, 2022 and 2016, respectively and $7.9 million and $5.8 million for the nine months ended September 30, 2017 and 2016,2021, respectively. The annual aggregate amortization expense based on the current balance of other intangible assets is estimated at $11.4$26.3 million for 2017, $13.72022, $25.3 million for 2018, $13.32023, $23.1 million for 2019, $12.92024, $22.2 million for 2020, $12.32025, $20.0 million for 20212026 and $11.7$18.6 million for 2022.2027. Purchased intangible amortization was $2.6$6.6 million, $1.7$5.1 million after tax, and $2.0$3.8 million, $1.3$2.9 million after tax, for the three months ended September 30, 2017March 31, 2022 and 2016, respectively and $7.2 million, $4.7 million after tax, and $5.2 million, $3.5 million after tax, for the nine months ended September 30, 2017 and 2016,2021, respectively.
In addition to the above amortization, the Company recorded amortization expense associated with capitalized software of $7.7$9.7 million and $6.8$9.8 million for the three months ended September 30, 2017March 31, 2022 and 2016, respectively and $22.9 million and $20.2 million for the nine months ended September 30, 2017 and 2016,2021, respectively.
Revenue Recognition
Product revenue is recognized from contracts with customers when a customer has obtained control of a product. The Company considers control to have transferred based upon shipping terms. To the extent the Company’s arrangements have a separate performance obligation, revenue related to any
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NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS – Unaudited
(In thousands, except share data, unless otherwise stated)

post-shipment performance obligation is deferred until completed. Shipping and handling costs charged to customers are included in total net sales and the associated expense is a component of cost of sales. Certain products are also sold through indirect distribution channels whereby the distributor assumes any further obligations to the end customer. Revenue is recognized when titleon these distributor arrangements upon transfer of control to a product has transferredthe distributor. Contracts do not contain variable pricing arrangements that are retrospective, except for rebate programs. Rebates are estimated based on expected sales volumes 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,offset against revenue at the Company deferstime such revenue recognition until delivery has occurred.is recognized. The Company generally maintains the right to accept or reject a product return in its terms and conditions and also maintains appropriate accruals for outstanding credits. ShippingThe related provisions for estimated returns and handling costs chargedrebates are immaterial to customersthe consolidated financial statements.
Certain of the Company’s product arrangements include separate performance obligations, primarily related to installation. Such performance obligations are included in total net salesaccounted for separately when the deliverables have stand-alone value and the associated expensesatisfaction of the undelivered performance obligations is recordedprobable and within the Company's control. The allocation of revenue between the performance obligations is based on the observable stand-alone selling prices at the time of the sale in costaccordance with a number of sales for all periods presented. Other thanfactors including service technician billing rates, time to install, and geographic location.
Software is generally not considered a distinct performance obligation with the exception of a few small software applications, theapplications. The Company generally does not sell software products without the related hardware instrument as the software is embedded in the instrument.product. The Company’s products typically require no significant production, modification, or customization of the hardware or software that is essential to the functionality of the products. 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. SpareRevenue from spare parts sold on a stand-alone basis areis recognized upon title and risk of loss transferwhen control is transferred to the customer, which is generally at the time of shipment. Revenuesshipment or delivery. Revenue from service contracts areis recognized ratably over the contract period.period using a time-based method. These contracts represent an obligation to perform repair and other services including regulatory compliance qualification, calibration, certification, and preventative maintenance on a customer’s pre-defined equipment over the contract period. 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

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NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At September 30, 2017 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

programs and processes, its warranty obligations are affected by product failure rates, material usage and service costs incurred in correcting a product failure.
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 other comprehensive income with a corresponding offset to additional paid-in capital in the consolidated balance sheet. The Company recorded $4.0$4.5 million and $11.8$4.6 million of share-based compensation expense for the three and nine months ended September 30, 2017, respectively, compared to $3.6 millionMarch 31, 2022 and $10.9 million for the corresponding periods in 2016.2021, respectively.
Research and Development
Research and development costs primarily consist of salaries, consulting and other costs. The Company expenses these costs as incurred.


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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS – Unaudited
(In thousands, except share data, unless otherwise stated)

Business Combinations and Asset Acquisitions
The Company accounts for business acquisitions under the accounting standards for business combinations.combinations utilizing the acquisition method of accounting. The results of each acquisition are included in the Company's consolidated results as of the acquisition date and thedate. The purchase price of an acquisition is allocated to tangible and intangible assets and assumed liabilities based on their estimated fair values and any consideration in excess consideration of the net assets acquired is recognized as goodwill. The determination of the values of the acquired assets and assumed liabilities, including goodwill and intangible assets, require significant judgement. Acquisition transaction costs are expensed when incurred.
In circumstances where an acquisition involves a contingent consideration arrangement, the Company recognizes a liability equal to the fair value of the expected contingent payments as of the acquisition date. ChangesSubsequent changes in the fair value of the contingent consideration are recorded to other charges (income), net.
Recent Accounting Pronouncements
In March 2020 and January 2017,2021, the FASB issued ASU 2020-04 and ASU 2021-01: Reference Rate Reform, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by the discontinuance of LIBOR or another referenced rate. The guidance may be applied to any applicable contract entered into before December 31, 2022. The Company's interest rate and cross currency swaps, as mentioned in Note 4 to the consolidated financial statements, are governed by International Swaps and Derivatives Association (ISDA) agreements, and the Company adopted ASU 2016-09,will adhere to ASC 718 "Compensation - Stock Compensation." The 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 determination of diluted earnings per common share. The Company adopted the guidance on a prospective basis, and expects its estimated annual tax rate will be reduced by 2% in 2017. The adoption of this guidance also increased the Company's income tax rate by approximately 1% for the three months ending September 30, 2017 and reduced the Company's income tax rate by approximately 3% for the nine months ending September 30, 2017.ISDA's fallback protocol when LIBOR is discontinued. In addition, the Company recognized additional deferred tax assetsrenewed the LIBOR-based credit agreement, as discussed further in Note 10 of $1.5 million asthe Annual Report Form 10-K, which includes a cumulative adjustment within shareholder's equity.fallback protocol when LIBOR is discontinued. Based on these procedures, when LIBOR is discontinued, the interest rate and cross currency swaps will not require de-designation if certain criteria are met. The Company also classified on a retrospective basisexpects the excess tax benefits from stock option exercisesfinancial impact of $17.2 million as operating activities in the prior period Statements of Cash Flows. For additional disclosure, see Note 6rate change when LIBOR is discontinued to the interim consolidatedbe immaterial to its financial statements.


3.REVENUE
The Company disaggregates revenue from contracts with customers by product, service, timing of revenue recognition, and geography. A summary by the Company’s reportable segments follows:
Three months ended March 31, 2022U.S. OperationsSwiss OperationsWestern European OperationsChinese OperationsOther OperationsTotal
Product Revenue$248,807 $33,910 $138,009 $167,989 $117,900 $706,615 
Service Revenue:
Point in time60,154 7,168 36,223 10,327 28,600 142,472 
Over time16,860 2,192 18,654 4,390 6,608 48,704 
Total$325,821 $43,270 $192,886 $182,706 $153,108 $897,791 
Three months ended March 31, 2021U.S. OperationsSwiss OperationsWestern European OperationsChinese OperationsOther OperationsTotal
Product Revenue$205,191 $30,167 $136,899 $143,325 $111,333 $626,915 
Service Revenue:
Point in time51,591 6,891 35,630 9,342 27,877 131,331 
Over time15,177 2,223 19,821 3,407 5,516 46,144 
Total$271,959 $39,281 $192,350 $156,074 $144,726 $804,390 
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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At September 30, 2017 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)


    A breakdown of net sales to external customers by geographic customer destination for the three months ended March 31 follows:
20222021
Americas$352,689 $303,339 
Europe249,784 241,377 
Asia / Rest of World295,318 259,674 
Total$897,791 $804,390 
The FASB issued ASU 2014-09, ASU 2016-10Company's global revenue mix by product category is laboratory (57% of sales), industrial (38% of sales) and ASU 2016-12 to ASC 606 "Revenue from Contracts with Customers." ASU 2014-09 provides authoritative guidance clarifying the principles for recognizingretail (5% of sales). The Company's product revenue and developing a common revenue standard for U.S. GAAP. The core principle of the guidanceby reportable segment 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. 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. The estimated impactproportionately similar to the Company's resultsglobal mix except the Company's Swiss Operations is expected to be immaterial because mostlargely comprised of its performance obligations are satisfied atlaboratory products, while the timeCompany's Chinese Operations has a slightly higher percentage of title transfer and riskindustrial products. A breakdown of loss to the customer which is generally upon shipment. In addition,Company’s sales by product category for the three months ended March 31 follows:
20222021
Laboratory$513,550 $444,627 
Industrial343,738 310,777 
Retail40,503 48,986 
Total$897,791 $804,390 
The payment terms in the Company’s contracts with end-customers typicallycustomers do not exceed aone year and generally pertaintherefore contracts do not contain a significant financing component. In most cases, after appropriate credit evaluations, payments are due in arrears and are recognized as receivables. Unbilled revenue is recorded when performance obligations have been satisfied, but not yet billed to the customer. Unbilled revenue as of March 31, 2022 and December 31, 2021 was $33.9 million and $32.1 million, respectively, and is included within accounts receivable. Deferred revenue and customer prepayments are recorded when cash payments are received or due in advance of the performance obligation being satisfied. Deferred revenue primarily includes prepaid service contracts, that represent an obligation to perform repair or other services on a customer's pre-defined equipment overas well as deferred installation.
Changes in the components of deferred revenue and customer prepayments during the periods ended March 31, 2022 and 2021 are as follows:
20222021
Beginning balances as of January 1$192,648 $149,106 
Customer pre-payments/deferred revenue182,539 162,765 
Revenue recognized(156,141)(127,985)
Foreign currency translation(3,366)(3,556)
Ending balance as of March 31$215,680 $180,330 
The Company generally expenses sales commissions when incurred because the contract period.period is one year or less. These costs are recorded within selling, general, and administrative expenses. The Company also sometimes enters into contracts with end-customers that comprise arrangements that require separate deliveryhas not disclosed the value 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 forunsatisfied performance obligations that wereother than customer pre-payments and 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 recognizerevenue above as 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.

In August 2017, the FASB issued ASU 2017-12 to ASC 815 "Derivatives and Hedging" which modifies hedge accounting by making more hedge strategies eligible for hedge accounting, amending presentation and disclosure requirements, and changing how companies assess effectiveness. The intent is to simplify the application of hedge accounting and increase transparency of information about an entity’s risk management activities. The amended guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this guidance and believes it willcontracts have an immaterial impact on the Company's consolidated resultsexpected length of operationsone year or less and financial position.amounts greater than one year are immaterial.


3.ACQUISITIONS
In September 2017, the Company acquired the shares of Biotix, Inc., a manufacturer and distributor of plastic consumables associated with pipettes, including tips, tubes and reagent reservoirs

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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At September 30, 2017 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

used in the life sciences market based in the United States. The initial cash payment was $105 million and the Company may be required to pay additional cash consideration up to a maximum amount of $65 million based upon earnings thresholds in 2018 and 2019. The fair value of the contingent consideration obligation of $30.7 million relating to the Biotix acquisition was determined using a Monte Carlo simulation based on the Company's forecast of future results. Goodwill recorded in connection with the acquisition totaled $51.3 million, which is included in the Company's U.S. Operations segment. The fair value of the contingent consideration was determined using a Monte Carlo simulation. Identified intangible finite life assets acquired include customer relationships of $49.5 million, technology and patents of $8.0 million, indefinite life tradenames of $7.1 million, and other intangibles of $0.6 million. The identifiable finite life intangible assets will be amortized on a straight-line basis over periods ranging from 5 year to 18 years and the annual aggregate amortization expense is estimated at $3.7 million. Net tangible assets acquired were $19.2 million and recorded at fair value in the consolidated financial statements.
In 2017, the Company also incurred additional acquisition payments totaling $3.8 million. Goodwill recorded in connection with acquisitions totaled $0.3 million. The Company also recorded $3.1 million of identified intangibles primarily pertaining to technology and patents in connection with these acquisitions, which will be amortized on a straight-line basis over 12 years. Net tangible assets acquired were $0.2 million and recorded a fair value in the consolidated financial statements.
4.     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
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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS – Unaudited
(In thousands, except share data, unless otherwise stated)

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. For additional disclosures on derivative instruments regarding balance sheet location, fair value, and the amounts reclassified into other comprehensive income and the effective portions of the cash flow hedges, also see Notes 5 and 9 to the interim consolidated financial statements. As also mentioned in Note 7, the Company has designated its euro denominatedeuro-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, see Note 5 to the interim consolidated financial statements.subsidiary.
Cash Flow Hedges
In June 2017,November 2021, the Company entered into a cross currency swap arrangement designated as a cash flow hedge. The agreement converts $100$50 million of borrowings under the Company's credit facility into synthetic Swiss franc debt, which allows the Company to effectively change the floating rate LIBOR-based interest paymentpayments, excluding the credit spread, to a fixed Swiss franc income of 0.01%0.64%. The swap matures in November 2023.
In June 2021, the Company entered into a cross currency swap arrangement designated as a cash flow hedge. The agreement converts $50 million of borrowings under the Company's credit facility into synthetic Swiss franc debt, which allows the Company to effectively change the floating rate LIBOR-based interest payments, excluding the credit spread, to a fixed Swiss franc income of 0.57%. The swap matures in June 2025. This cross currency swap replaced a similar $50 million swap entered into in June 2019 which matured in June 2021, which converted floating rate LIBOR to a fixed Swiss franc income of 0.95%.
In June 2021, the Company entered into a cross currency swap arrangement designated as a cash flow hedge. The agreement converts $50 million of borrowings under the Company's credit facility into synthetic Swiss franc debt, which allows the Company to effectively change the floating rate LIBOR-based interest payments, excluding the credit spread, to a fixed Swiss franc income of 0.66%. The swap matures in June 2024. This cross currency swap replaced a similar $50 million swap entered into in February 2019 and matured in June 2021, which converted floating rate LIBOR to a fixed Swiss franc income of 0.78%.
In June 2019, the Company entered into a cross currency swap arrangement designated as a cash flow hedge. The agreement converts $50 million of borrowings under the Company's credit facility into synthetic Swiss franc debt, which allows the Company to effectively change the floating rate LIBOR-based interest payments, excluding the credit spread, to a fixed Swiss franc income of 0.82%. The swap began in June 20172019 and matures in June 2019.2023.
TheIn 2015, the Company hasentered into 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 of 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 is a swap which has the effect of changing the floating rate LIBOR-based interest payments associated with $100 million ofin borrowings under the Company's credit agreement to a fixed obligation of 2.25% beginning. The swap began in February 2017 and maturesmatured in February 2022.
The Company's cash flow hedges are recorded gross at fair value in the consolidated balance sheet at September 30, 2017March 31, 2022 and December 31, 2016, respectively, and disclosed in Note 5 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 9 to the consolidated financial statements.2021, respectively. A derivative

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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At September 30, 2017 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

gain of $1.4$4.0 million based upon interest rates and foreign currency rates at September 30, 2017,March 31, 2022, is expected to be reclassified from other comprehensive income (loss) to earnings in the next twelve months. Through September 30, 2017, no hedge ineffectiveness has occurred in relation to theThe cash flow hedges.hedges remain effective as of March 31, 2022.
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 Renminbirenminbi 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 September 30, 2017March 31, 2022 and December 31, 2016, respectively, and 2021, as
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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS – Unaudited
(In thousands, except share data, unless otherwise stated)

disclosed in Note 5. The Company recognized in other charges (income), a net gain of $4.5$1.5 million and net gain of $12.5 million during the three months ended September 30, 2017. The amount recognized in other charges (income) duringMarch 31, 2022 and 2021, respectively, which offset the three months ended September 30, 2016 was insignificant to the consolidated financial statements. The Company recognized in other charges (income), a net gain of $6.3 million and a net loss of $0.7 million during the nine months ended September 30, 2017 and 2016, respectively. The gains and losses are primarily offset by the underlyingrelated transaction gains and losses on the related intercompany balances.(losses) associated with these contracts. At September 30, 2017March 31, 2022 and December 31, 2016,2021, these contracts had a notional value of $358.9$948.6 million and $353.0 million,$1.0 billion, respectively.
5.    FAIR VALUE MEASUREMENTS
At September 30, 2017March 31, 2022 and December 31, 2016,2021, the Company had derivative assets totaling $0.8$8.3 million in both periods,and $6.0 million, respectively, and derivative liabilities totaling $4.9$5.9 million and $5.8$10.3 million, respectively. The Company has limited involvement with derivative financial instruments and therefore does not present all the required disclosures in tabular format. The fair values of the interest rate swap agreements, foreignthe cross currency forward contracts designated as cash flow hedgesswap agreements, and the foreign currency forward contracts that economically hedge short-term intercompany balances are estimated based upon inputs from current valuation information obtained from dealer quotes and priced with observable market assumptions and appropriate valuation adjustments for credit risk. The Company has evaluated the valuation methodologies used to develop the fair values by dealers in order to determine whether such valuations are representative of an exit price in the Company’s principal market. In addition, the Company uses an internally developed model to perform testing on the valuations received from brokers. The Company has also considered both its own credit risk and counterparty credit risk in determining fair value and determined these adjustments were insignificant at September 30, 2017March 31, 2022 and December 31, 2016.
At September 30, 2017 and December 31, 2016, the Company had $33.9 million and $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 $9.1 million as of September 30, 2017and$4.2 million as of December 31, 2016.
The fair value of the contingent consideration obligation of $30.7 million relating to the Biotix acquisition was determined using a Monte Carlo simulation based on the Company's forecast of future results. The fair value measurements are based on significant inputs not observable in the market and thus represent a Level 3 measurement.2021.
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.

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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At September 30, 2017 – 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
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
The following table presents for each of these hierarchy levels, the Company’s assets and liabilities, thatwhich are all categorized as Level 2 and are measured at fair value on a recurring basis at September 30, 2017March 31, 2022 and December 31, 2016:2021. The Company does not have any assets or liabilities which are categorized as Level 1.
 March 31, 2022December 31, 2021Balance Sheet Location
Foreign currency forward contracts not designated as hedging instruments$3,320 $3,927 Other current assets and prepaid expenses
Cash flow hedges:
Cross currency swap agreements4,9472,119 Other non-current assets
Total derivative assets$8,267 $6,046 
Foreign currency forward contracts not designated as hedging instruments$2,113 $4,510 Accrued and other liabilities
Cash Flow Hedges:
Interest rate swap agreements— 352 Accrued and other liabilities
Cross currency swap agreements3,825 5,482 Other non-current liabilities
Total derivative liabilities$5,938 $10,344 
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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS – Unaudited
(In thousands, except share data, unless otherwise stated)

  September 30, 2017 December 31, 2016
  Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Assets:                
Cash equivalents $33,917
 $
 $33,917
 $
 $21,513
 $
 $21,513
 $
Foreign currency forward contracts not designated as hedging instruments 756
 
 756
 
 791
 
 791
 
Total $34,673
 $
 $34,673
 $
 $22,304
 $
 $22,304
 $
                 
Liabilities:                
Interest rate swap agreements $2,985
 $
 $2,985
 $
 $3,630
 $
 $3,630
 $
Cross currency swap agreement 826
 
 826
 
 
 
 
 
Foreign currency forward contracts not designated as hedging instruments 1,109
 
 1,109
 
 2,123
 
 2,123
 
Total $4,920
 $
 $4,920
 $
 $5,753
 $
 $5,753
 $
The Company had $18.8 million and $18.5 million of cash equivalents at March 31, 2022 and December 31, 2021, respectively, the fair value of which is determined using Level 2 inputs, through quoted and corroborated prices in active markets. The fair value of cash equivalents approximates cost.
The fair value of the Company's debt exceeds the carrying value by approximately $67.3 million as of March 31, 2022. The fair value of the Company's fixed interest rate debt was estimated using Level 2 inputs, primarily utilizing discounted cash flow models based on estimated current rates offered for similar debt under current market conditions for the Company.
The Company has a contingent consideration obligation relating to the PendoTECH acquisition of $20.0 million based upon actual results and future financial projections as of March 31, 2022 and December 31, 2021. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement.

6.     INCOME TAXES
The Company's reported tax rate was 18.3% and 19.3% during the three months ended March 31, 2022 and 2021, respectively. The provision for taxes is based upon using the Company's projected annual effective tax rate of 22%19% and 19.5% before non-recurring discrete tax items for both the threeduring 2022 and nine month periods ended September 30, 2017.2021, respectively. The reduction indifference between the Company's estimatedprojected annual effective tax rate from 24% in 2016 to 22% in 2017, as well asand the Company's reported tax rate of 25% and 21% during the three and nine months ending September 30, 2017, is primarily related to the Company's adoptiontiming of ASU 2016-09 pertaining to excess tax benefits associated with stock option exercises. The Company's 2017 estimated annual tax rate

7.     DEBT
    Debt consisted of 22% includes an estimated annual benefit of 2% related to the adoption of ASU 2016-09, the effects of which are being treated discretely each quarter.following at March 31, 2022:
U.S. DollarOther Principal
Trading
Currencies
Total
3.67% $50 million ten-year Senior Notes due December 17, 2022$50,000 $— $50,000 
4.10% $50 million ten-year Senior Notes due September 19, 202350,000 — 50,000 
3.84% $125 million ten-year Senior Notes due September 19, 2024125,000 — 125,000 
4.24% $125 million ten-year Senior Notes due June 25, 2025125,000 — 125,000 
3.91% $75 million ten-year Senior Notes due June 25, 202975,000 — 75,000 
2.83% $125 million twelve-year Senior Notes due July 22. 2033125,000 — 125,000 
3.19% $50 million fifteen-year Senior Notes due January 24, 203550,000 — 50,000 
2.81% $150 million fifteen-year Senior Note due March 17, 2037150,000 — 150,000 
1.47% Euro 125 million fifteen-year Senior Notes due June 17, 2030— 138,120 138,120 
1.30% Euro 135 million fifteen-year Senior Notes due November 6, 2034— 149,170 149,170 
1.06% Euro 125 million fifteen-year Senior Notes due March 19, 2036— 138,120 138,120 
Senior notes debt issuance costs, net(2,426)(1,586)(4,012)
Total Senior Notes747,574 423,824 1,171,398 
$1.25 billion Credit Agreement, interest at LIBOR plus 87.5 basis points540,346 102,002 642,348 
Other local arrangements3,311 55,037 58,348 
Total debt1,291,231 580,863 1,872,094 
Less: current portion(50,356)(54,906)(105,262)
Total long-term debt$1,240,875 $525,957 $1,766,832 



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Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At September 30, 2017 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)


7.    DEBT
Debt consisted of the following at September 30, 2017:
 September 30, 2017
 U.S. Dollar Other Principal Trading Currencies Total
3.67% $50 million Senior Notes due December 17, 202250,000
 
 50,000
4.10% $50 million Senior Notes due September 19, 202350,000
 
 50,000
3.84% $125 million Senior Notes due September 19, 2024125,000
 
 125,000
4.24% $125 million Senior Notes due June 25, 2025125,000
 
 125,000
1.47% EUR 125 million Senior Notes due June 17, 2030
 146,956
 146,956
Debt issuance costs, net(1,125) (364) (1,489)
Total Senior Notes348,875
 146,592
 495,467
$800 million Credit Agreement, interest at LIBOR plus 87.5 basis points537,304
 17,910
 555,214
Other local arrangements
 18,533
 18,533
Total debt886,179
 183,035
 1,069,214
Less: current portion
 (18,533) (18,533)
Total long-term debt$886,179
 $164,502
 $1,050,681
As of September 30, 2017,March 31, 2022, the Company had $238.6$601.7 million of availability remainingadditional borrowings available under its Credit Agreement. During the three months ended September 30, 2017,Agreement, and the Company increased its borrowing undermaintained $116.9 million of cash and cash equivalents.     
In December 2021, the Credit Agreement by $97.9Company entered into an agreement to issue and sell $300 million which primarily was used to fund15-year Senior Notes in a private placement. The Company issued $150 million with a fixed interest rate of 2.81% (2.81% Senior Notes) in March 2022 and will issue $150 million with a fixed interest rate of 2.91% (2.91% Senior Notes) in September 2022. The Senior Notes will be senior unsecured obligations of the Biotix acquisitionCompany. The 2.81% Senior Notes mature in March 2037 and the 2.91% Senior Notes mature in September 2037. Interest on the 2.81% and 2.91% Senior Notes will be payable semi-annually in March and September each year. Interest on the 2.81% Senior Notes will begin in September 2022 and interest on the 2.91% will begin in March 2023. The terms of the Senior Notes are consistent with the previous Senior Notes as described in Note 3.the Company's Annual Report Form 10-K. The Company will use the proceeds from the sale of the notes to refinance existing indebtedness and for other general corporate purposes.

1.47% Euro Senior Notes
The Company has designated the EUR 125 million 1.47% Euro Senior Notes, the EUR 135 million 1.30% Euro Senior Notes, and the EUR 125 million 1.06% Euro Senior Notes as a hedge of a portion of its net investment in euro-denominateda euro denominated foreign subsidiariessubsidiary to reduce foreign currency risk associated with thethis 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 unrealized gain (loss)Company recorded in other comprehensive income (loss) related to this net investment hedge was a lossan unrealized gain of $5.0$11.3 million and $2.0$17.6 million for the three months ended September 30, 2017March 31, 2022 and 2016, respectively,2021, respectively. The Company has a gain of $16.8 million recorded in accumulated other comprehensive income (loss) as of March 31, 2022.
Other Local Arrangements
In 2018, two of the Company's non-U.S. pension plans issued loans totaling $39.6 million (Swiss franc $38 million) to a wholly owned subsidiary of the Company. The loans have the same terms and a lossconditions which include an interest rate of $15.5 million and $3.6 millionSARON plus 87.5 basis points. The loans were renewed for the nine months periods ended September 30, 2017 and 2016, respectively.one year in April 2022.


8.     SHARE REPURCHASE PROGRAM AND TREASURY STOCK
The Company has a$1.8 billion of remaining availability for its share repurchase program of which there was $648.4 million common shares remaining to be repurchased under the program as of September 30, 2017.March 31, 2022. The share repurchases are expected to be funded from cash balances,generated from operating activities, borrowings, and cash generated from operating activities.balances. Repurchases will be made through open market transactions, and the amount and timing of purchases will depend on business and market conditions, the stock price, trading restrictions, the level of acquisition activity, and other factors.

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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At September 30, 2017 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

The Company has purchased 26.630.4 million common shares since the inception of the program in 2004 through September 30, 2017.March 31, 2022. During the ninethree months ended September 30, 2017March 31, 2022 and 2016,2021, the Company spent $335.0$275.0 million and $375.0$262.5 million on the repurchase of 647,756190,593 shares and 1,048,075224,808 shares at an average price per share of $517.15$1,442.84 and $357.77,$1,167.64, respectively. The Company also reissued 206,64627,795 shares and 193,51722,388 shares held in treasury for the exercise of stock options and restricted stock units during the ninethree months ended September 30, 2017March 31, 2022 and 2016,2021, respectively.

9.    ACCUMULATED OTHER COMPREHENSIVE INCOME
The following table presents changes in accumulated other comprehensive income by component for the nine months ended September 30, 2017 and 2016:

 Currency Translation Adjustment, Net of Tax 
Net Unrealized
Gain (Loss) on
Cash Flow Hedging Arrangements,
Net of Tax
 
Pension and Post-Retirement Benefit Related Items,
Net of Tax
 Total
Balance at December 31, 2016$(115,322) $(2,232) $(237,444) $(354,998)
Other comprehensive income (loss), net of tax:       
Amounts recognized in accumulated other comprehensive income (loss), net of tax
 (578) 
 (578)
Foreign currency translation adjustment78,447
 
 (12,054) 66,393
Amounts recognized from accumulated other comprehensive income (loss), net of tax
 365
 11,181
 11,546
Net change in other comprehensive income (loss), net of tax78,447
 (213) (873) 77,361
Balance at September 30, 2017$(36,875) $(2,445) $(238,317) $(277,637)
 Currency Translation Adjustment, Net of Tax 
Net Unrealized
Gain (Loss) on
Cash Flow Hedging Arrangements,
Net of Tax
 
Pension and Post-Retirement Benefit Related Items,
Net of Tax
 Total
Balance at December 31, 2015$(57,394) $3,016
 $(212,271) $(266,649)
Other comprehensive income (loss), net of tax:
 
 
 
Unrealized gains (losses) on cash flow hedging arrangements
 (3,760) (4,545) (8,305)
Foreign currency translation adjustment162
 (217) (2,071) (2,126)
Amounts recognized from accumulated other comprehensive income (loss), net of tax
 (3,121) 13,798
 10,677
Net change in other comprehensive income (loss), net of tax162
 (7,098) 7,182
 246
Balance at September 30, 2016$(57,232) $(4,082) $(205,089) $(266,403)


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Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At September 30, 2017 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)


9.    ACCUMULATED COMPREHENSIVE AND OTHER COMPREHENSIVE INCOME
    Comprehensive income (loss), net of tax consisted of the following:
March 31,
2022
March 31, 2021
Net earnings$174,001 $149,663 
Other comprehensive income (loss), net of tax4,350 $23,181 
Comprehensive income, net of tax$178,351 $172,844 
The following table presents changes in accumulated other comprehensive income (loss) by component for the periods ended March 31, 2022 and 2021:
Currency Translation AdjustmentNet Unrealized
Gain (Loss) on
Cash Flow Hedging Arrangements,
Net of Tax
Pension and Post-Retirement Benefit Related Items,
Net of Tax
Total
Balance at December 31, 2021$(19,566)$$(235,660)$(255,224)
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) cash flow hedging arrangements— 3,961 — 3,961 
Foreign currency translation adjustment5,342 — (4,779)563 
Amounts recognized from accumulated other comprehensive income (loss), net of tax— (3,623)3,449 (174)
Net change in other comprehensive income (loss), net of tax5,342 338 (1,330)4,350 
Balance at March 31, 2022$(14,224)$340 $(236,990)$(250,874)
Currency Translation AdjustmentNet 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, 2020$(31,101)$(1,479)$(302,345)$(334,925)
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) cash flow hedging arrangements— 8,274 — 8,274 
Foreign currency translation adjustment3,234 — 13,988 17,222 
Amounts recognized from accumulated other comprehensive income (loss), net of tax— (7,467)5,152 (2,315)
Net change in other comprehensive income (loss), net of tax3,234 807 19,140 23,181 
Balance at March 31, 2021$(27,867)$(672)$(283,205)$(311,744)

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Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS – Unaudited
(In thousands, except share data, unless otherwise stated)

The following table presents amounts recognized from accumulated other comprehensive income (loss) for the three and nine month periods months ended September 30:March 31:
20222021Location of Amounts Recognized in Earnings
Effective portion of (gains) losses on cash flow hedging arrangements:
Interest rate swap agreements$352 $531 Interest expense
Cross currency swap(4,797)(9,708)(a)
Total before taxes(4,445)(9,177)
Provision for taxes(822)(1,710)Provision for taxes
Total, net of taxes$(3,623)$(7,467)
Recognition of defined benefit pension and post-retirement items:
Recognition of actuarial (gains) losses, plan amendments and prior service cost, before taxes$4,393 $6,529 (b)
Provision for taxes944 1,377 Provision for taxes
Total, net of taxes$3,449 $5,152 
  Three months ended September 30,  
  2017 2016 Location of Amounts Recognized in Earnings
Effective portion of (gains) / losses on cash flow hedging arrangements:      
Interest rate swap agreements $424
 $258
 Interest expense
Cross currency swap agreement (1,866) 
 (a)
Foreign currency forward contracts 
 (1,601) Cost of sales - products
Total before taxes (1,442) (1,343)  
Provision for taxes 18
 (229) Provision for taxes
Total, net of taxes $(1,460) $(1,114)  
       
Recognition of defined benefit pension and post-retirement items:      
Recognition of actuarial losses and prior service cost, before taxes $5,035
 $3,996
 (b)
Provision for taxes 1,319
 1,033
 Provision for taxes
Total, net of taxes $3,716
 $2,963
  
(a)The cross currency swap reflects an unrealized gain of $1.3$4.4 million recorded in other charges (income) that was offset by the underlying unrealized gain onloss in the hedged debt.debt for the three months ended March 31, 2022. The cross currency swap also reflects a realized gain of $0.6$0.4 million recorded in interest expense.expense for the three months ended March 31, 2022.
(b)These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension and post-retirement cost. See Note 1112 for additional details for the three and nine months ended September 30, 2017March 31, 2022 and 2016.2021.

  Nine months ended September 30,  
  2017 2016 Location of Amounts Recognized in Earnings
Effective portion of (gains) / losses on cash flow hedging arrangements:      
Interest rate swap agreements $1,273
 $784
 Interest expense
Cross currency swap agreement (454) 
 (a)
Foreign currency forward contracts 
 (4,532) Cost of sales - products
Total before taxes 819
 (3,748)  
Provision for taxes 454
 (627) Provision for taxes
Total, net of taxes $365
 $(3,121)  
       
Recognition of defined benefit pension and post-retirement items:      
Recognition of actuarial losses, settlement loss and prior service cost, before taxes $15,128
 $19,964
 (b)
Provision for taxes 3,947
 6,166
 Provision for taxes
Total, net of taxes $11,181
 $13,798
  
(a) The cross currency swap reflects an unrealized loss of $0.2 million recorded in other charges (income) that was offset by the underlying unrealized gain on the hedged debt. The cross currency swap also reflects a realized gain of $0.6 million recorded in interest expense.
(b) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension and post-retirement cost. See Note 11 for additional details for the three and nine months ended September 30, 2017 and 2016.


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Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At September 30, 2017 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

Comprehensive income (loss), net of tax consisted of the following as of September 30:
 Three Months Ended Nine Months Ended
 2017 2016 2017 2016
Net earnings$104,950
 $101,332
 $298,996
 $246,594
Other comprehensive income (loss), net of tax20,749
 16,372
 77,361
 246
Comprehensive income, net of tax$125,699
 $117,704
 $376,357
 $246,840

10.     EARNINGS PER COMMON SHARE
In accordance with the treasury stock method, the Company has included the following271,933 and 320,588 common equivalent shares in the calculation of diluted weighted average number of common shares outstanding for the three months ended March 31, 2022 and nine month periods endedSeptember 30,2021, respectively, relating to outstanding stock options and restricted stock units:units.
 2017 2016
Three months ended690,096
 513,342
Nine months ended682,205
 508,512
The determination of the common share equivalents for the three and nine months ended September 30, 2017 includes the effect of the adoption of guidance ASU 2016-09 as described in Note 2. For the three months ended September 30, 2017, there were no anti-dilutive outstanding options or restricted stock units. Outstanding options and restricted stock units to purchase or receive 1729,296 and 84,29320,960 shares of common stock for the three month periodsmonths ended September 30, 2017March 31, 2022 and 2016, and options and restricted stock units to purchase or receive 35 and 84,712 for the nine month periods ended September 30, 2017 and 2016,2021, 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.


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Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS – Unaudited
(In thousands, except share data, unless otherwise stated)

11.     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 September 30:March 31:
 U.S. Pension BenefitsNon-U.S. Pension BenefitsOther U.S. Post-retirement BenefitsTotal
 20222021202220212022202120222021
Service cost, net$416 $374 $4,990 $4,945 $— $— $5,406 $5,319 
Interest cost on projected benefit obligations674 548 1,558 850 2,235 1,400 
Expected return on plan assets(1,547)(1,494)(9,424)(8,972)— — (10,971)(10,466)
Recognition of prior service cost— — (1,095)(471)— — (1,095)(471)
Recognition of actuarial losses/(gains)584 729 4,930 6,299 (26)(28)5,488 7,000 
Net periodic pension cost/(credit)$127 $157 $959 $2,651 $(23)$(26)$1,063 $2,782 
 U.S. Pension Benefits Non-U.S. Pension Benefits Other U.S. Post-retirement Benefits Total
 2017 2016 2017 2016 2017 2016 2017 2016
Service cost, net$141
 $103
 $4,008
 $4,216
 $
 $
 4,149
 4,319
Interest cost on projected benefit obligations1,094
 1,014
 2,269
 2,542
 18
 19
 3,381
 3,575
Expected return on plan assets(1,684) (1,868) (7,910) (8,177) 
 
 (9,594) (10,045)
Recognition of prior service cost
 
 (1,611) (1,288) (195) (469) (1,806) (1,757)
Recognition of actuarial losses/(gains)1,639
 1,907
 5,676
 4,519
 (474) (673) 6,841
 5,753
Net periodic pension cost/(credit)$1,190
 $1,156
 $2,432
 $1,812
 $(651) $(1,123) $2,971
 $1,845


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Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At September 30, 2017 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

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 nine months ended September 30:

 U.S. Pension Benefits Non-U.S. Pension Benefits Other U.S. Post-retirement Benefits Total
 2017 2016 2017 2016 2017 2016 2017 2016
Service cost, net$423
 $328
 $12,086
 $12,606
 $
 $
 12,509
 12,934
Interest cost on projected benefit obligations3,282
 3,414
 6,294
 7,967
 54
 57
 9,630
 11,438
Expected return on plan assets(5,052) (5,912) (22,795) (25,020) 
 
 (27,847) (30,932)
Recognition of prior service cost
 
 (4,439) (3,856) (585) (1,408) (5,024) (5,264)
Recognition of actuarial losses/(gains)4,917
 5,699
 16,657
 13,585
 (1,422) (2,019) 20,152
 17,265
Settlement charge
 7,963
 
 
 
 
 
 7,963
Net periodic pension cost/(credit)$3,570
 $11,492
 $7,803
 $5,282
 $(1,953) $(3,370) $9,420
 $13,404

As previously disclosed in the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 2016,2021, the Company expects to make employer contributions of approximately $19.4$28.2 million to its non-U.S. pension plansplan and employer contributions of approximately $0.5$0.1 million to itsU.S. post-retirement medical plan during the year ended December 31, 2017.2022. 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 former employees a one-time option to receive a lump sum distribution of their vested pension plan benefits. Based upon the eligible participant acceptance, $14.6 million was paid from plan assets to these former employees in the second quarter of 2016 with a corresponding decrease in the benefit obligation. The Company incurred a one-time non-cash settlement charge recorded in other
12.    OTHER CHARGES (INCOME), NET
Other charges (income), net duringincludes non-service pension costs (benefits), (gains) losses from foreign currency transactions and related hedging activities, interest income and other items. Non-service pension benefits for the second quarter of 2016 of approximately $8.2three months ended March 31, 2022 and 2021 were $4.3 million and $2.5 million, respectively. Other charges (income), net also included $0.5 million and $2.8 million of which $8.0 million, $4.9 million after tax, was reclassified from accumulated other comprehensive income.

12.    RESTRUCTURING CHARGES
Foracquisition costs for the three and ninemonths ended September 30, 2017, the Company has incurred $3.4 millionMarch 31, 2022 and $8.8 million of restructuring expenses which primarily comprised of employee-related costs. Liabilities related to restructuring activities are included in accrued and other liabilities in the consolidated balance sheet.2021, respectively.
A rollforward of the Company’s accrual for restructuring activities for the nine months ended September 30, 2017 is as follows:

  Total
Balance at December 31, 2016 $9,531
Restructuring charges 8,840
Cash payments and utilization (7,701)
Impact of foreign currency 837
Balance at September 30, 2017 $11,507


- 2018 -

Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At September 30, 2017 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)


13.    OTHER CHARGES (INCOME), NET
Other charges (income), net includes $1.7 million and $1.1 million of acquisition costs for the three and nine months ended September 30, 2017 and 2016, respectively. The nine months ended September 30, 2017 also includes a one-time gain of $3.4 million 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, while the nine months ended September 30, 2016 includes a one-time non-cash pension settlement charge of $8.2 million related to a lump sum offering to former employees of the Company's U.S. pension plan. Other charges (income), net also includes (gains) losses from foreign currency transactions and hedging activities, interest income, and other items.

14.     SEGMENT REPORTING
As disclosed in Note 1618 to the Company's consolidated financial statements for the year ended December 31, 2016,2021, 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 operatingreportable segments:
Net Sales toNet Sales to
For the three months endedExternalOtherTotal NetSegment 
March 31, 2022CustomersSegmentsSalesProfitGoodwill
U.S. Operations$325,821 $39,573 $365,394 $75,186 $514,022 
Swiss Operations43,270 193,835 237,105 71,322 23,198 
Western European Operations192,886 50,127 243,013 38,780 97,612 
Chinese Operations182,706 80,438 263,144 84,968 709 
Other (a)153,108 963 154,071 20,452 14,577 
Eliminations and Corporate (b)— (364,936)(364,936)(49,463)— 
Total$897,791 $— $897,791 $241,245 $650,118 
Net Sales to Net Sales to     As of September 30,Net Sales toNet Sales to
For the three months endedExternal Other Total Net Segment 2017For the three months endedExternalOtherTotal NetSegment 
September 30, 2017Customers Segments Sales Profit Goodwill
March 31, 2021March 31, 2021CustomersSegmentsSalesProfitGoodwill
U.S. Operations$239,221
 $24,187
 $263,408
 $43,004
 $409,172
U.S. Operations$271,959 $36,784 $308,743 $63,671 $509,600 
Swiss Operations33,923
 136,960
 170,883
 39,213
 22,252
Swiss Operations39,281 184,465 223,746 64,879 23,048 
Western European Operations171,722
 40,287
 212,009
 30,885
 90,832
Western European Operations192,350 52,255 244,605 37,866 92,193 
Chinese Operations125,067
 68,625
 193,692
 69,086
 673
Chinese Operations156,074 69,078 225,152 72,024 683 
Other (a)128,866
 1,754
 130,620
 16,776
 15,489
Other (a)144,726 1,095 145,821 20,172 15,163 
Eliminations and Corporate (b)
 (271,813) (271,813) (36,079) 
Eliminations and Corporate (b)— (343,677)(343,677)(47,940)— 
Total$698,799
 $
 $698,799
 $162,885
 $538,418
Total$804,390 $— $804,390 $210,672 $640,687 

(a)Other includes reporting units in Southeast Asia, Latin America, 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.
 Net Sales to Net Sales to      
For the nine months endedExternal Other Total Net Segment  
September 30, 2017Customers Segments Sales Profit  
U.S. Operations$693,405
 $69,692
 $763,097
 $126,973
  
Swiss Operations95,957
 395,859
 491,816
 113,181
  
Western European Operations470,206
 127,112
 597,318
 77,283
  
Chinese Operations323,940
 178,593
 502,533
 167,873
  
Other (a)363,514
 5,481
 368,995
 45,106
  
Eliminations and Corporate (b)
 (776,737) (776,737) (91,649)  
Total$1,947,022
 $
 $1,947,022
 $438,767
  
    A reconciliation of earnings before taxes to segment profit for the three months ended March 31 follows:

 Three Months Ended
 March 31, 2022March 31, 2021
Earnings before taxes$213,001 $185,414 
Amortization16,604 13,884 
Interest expense11,338 9,471 
Restructuring charges4,011 1,193 
Other charges (income), net(3,709)710 
Segment profit$241,245 $210,672 
(a)Other includes reporting units in Eastern Europe, Latin America, Southeast Asia 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.


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Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At September 30, 2017 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)


 Net Sales to Net Sales to     As of September 30,
For the three months endedExternal Other Total Net Segment 2016
September 30, 2016Customers Segments Sales Profit Goodwill
U.S. Operations$235,715
 $20,151
 $255,866
 $43,779
 $356,089
Swiss Operations32,390
 127,569
 159,959
 36,854
 22,280
Western European Operations159,025
 43,816
 202,841
 30,218
 87,403
Chinese Operations99,349
 62,368
 161,717
 51,669
 669
Other (a)124,119
 1,770
 125,889
 16,721
 15,703
Eliminations and Corporate (b)
 (255,674) (255,674) (27,566) 
Total$650,598
 $
 $650,598
 $151,675
 $482,144

 Net Sales to Net Sales to      
For the nine months endedExternal Other Total Net Segment  
September 30, 2016Customers Segments Sales Profit  
U.S. Operations$640,618
 $61,884
 $702,502
 $114,046
  
Swiss Operations90,075
 374,863
 464,938
 107,673
  
Western European Operations450,940
 121,308
 572,248
 74,711
  
Chinese Operations277,182
 166,948
 444,130
 134,229
  
Other (a)339,743
 4,824
 344,567
 41,064
  
Eliminations and Corporate (b)
 (729,827) (729,827) (88,958)  
Total$1,798,558
 $
 $1,798,558
 $382,765
  

(a)Other includes reporting units in Eastern Europe, Latin America, Southeast Asia 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.
A reconciliation of earnings before taxes to segment profit for the three and nine month periods ended September 30 follows:

 Three Months Ended Nine Months Ended
 2017 2016 2017 2016
Earnings before taxes$139,627
 $133,324
 $380,322
 $322,909
Amortization10,716
 9,087
 31,010
 26,166
Interest expense8,248
 7,167
 24,160
 20,619
Restructuring charges3,385
 1,494
 8,840
 4,579
Other charges (income), net909
 603
 (5,565) 8,492
Segment profit$162,885
 $151,675
 $438,767
 $382,765

During the three months ended September 30, 2017, restructuring charges of $3.4 million were recognized, of which $1.7 million, $0.2 million, $1.3 million, and $0.2 million related to the Company’s U.S., Swiss, Western European and Chinese Operations, respectively. Restructuring charges of $1.5 million were recognized during the three months ended September 30, 2016, of which $0.6 million, $0.3 million, $0.5 million and $0.1 million related to the Company’s U.S., Swiss, Western European and Other Operations, respectively. Restructuring charges of $8.8 million were recognized during the nine months ended September 30, 2017, of which $4.7 million, $1.1 million, $2.0 million, $0.3 million, and $0.8

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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At September 30, 2017 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

million related to the Company’s U.S., Swiss, Western European, Chinese, and Other Operations, respectively. Restructuring charges of $4.6 million were recognized during the nine months ended September 30, 2016, of which $1.7 million, $0.9 million, $1.7 million, $0.1 million and $0.2 million related to the Company’s U.S., Swiss, Western European, Chinese and Other Operations, respectively.

15.14.    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.


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Table of Contents

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

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 and nine months ended September 30, 2017March 31, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2017.2022.
Changes in local currencycurrencies 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.
COVID-19
Since late 2019, the coronavirus pandemic (COVID-19) has spread globally in all countries where we conduct business. The COVID-19 pandemic is evolving and has led to the implementation of various responses, including government-imposed quarantines, stay-at-home orders and lockdowns, travel restrictions, vaccination and testing requirements, and other public health safety measures. These restrictions continue to change as COVID-19 evolves, variants and subvariants are discovered, and vaccinations and booster doses are distributed in each country and region. The emergence of the Omicron variant of COVID-19 in late 2021 and, more recently, the emergence of the subvariant Omicron BA.2 have presented particular challenges to the global economy given the high level of transmissibility, which can cause many people to be affected at the same time or over a short period of time, leading to potential disruptions that could more significantly impact our business and supply chain. For example, China recently instituted increased lockdowns in certain cities such as Shanghai, where we conduct a certain portion of our business (including manufacturing), as part of the government's response to rising COVID-19 outbreaks. We continue to monitor and comply with all global restrictions and requirements relating to COVID-19.
The health and safety of our employees and business partners have been our highest priority throughout the COVID-19 pandemic, and we have implemented several preventative and protective measures. We also have continued to support our customers with their essential businesses, such as life sciences, food manufacturing, chemicals (e.g., sanitizers, disinfectants, soaps, etc.), food retail, and transportation and logistics.
Our production and logistics facilities are currently operational, and our employees continue to adhere to any applicable jurisdictional lockdowns and stay-at-home orders. Our supply chain is currently facing wide-ranging global challenges, although we have been able to meet delivery requirements of our customers with some interruption. We continue to closely monitor risks associated with our supply chain, including the recent lockdowns in China, availability of certain components, material shortages, supplier delays, potential transportation delays, and higher transportation and material costs, which could significantly adversely affect sales and/or profitability in future quarters. We also continue to leverage our digital and remote sales capabilities, and our service organization continues to provide on-site and remote customer support to facilitate uptime, productivity, and regulatory compliance.
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COVID-19 presents several risks to our business as further described in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021. Uncertainties related to COVID-19 and the resulting impact to the global economy continue in most regions of the world and market conditions can change quickly. The longer-term effects on our business will be impacted by the global economy and any recession implications in different regions of the world.
Recent Developments in Ukraine
In 2021, approximately 1% of our net sales were in Russia and Ukraine, and we have an immaterial amount of assets and liabilities in both countries as of March 31, 2022. We also do not have manufacturing in Russia or Ukraine.
We remain in constant contact with our employees in Ukraine and have provided financial assistance and supplies as they seek safety. We also have suspended all shipments to Russia since the beginning of the invasion of Ukraine in February 2022. In addition, the U.S., the European Union, and certain other countries imposed economic sanctions on Russian financial institutions, businesses in Russia, and on Russian interests and individuals, and the Russian government is implementing sanctions and regulations in response.
While it is difficult to estimate the impact of the ongoing invasion on the global economy, including increased inflation and higher energy and transportation costs, the invasion of Ukraine could adversely impact our financial results and presents several risks to our business as further described in Part II, Item 1A, “Risk Factors” of this Quarterly Report. Uncertainties related to this conflict and the resulting impact to the global economy and market conditions can change quickly.
Results of Operations – Consolidated
The following tables set forth certain items from our interim consolidated statements of operations and comprehensive income for the three and nine month periods ended September 30, 2017March 31, 2022 and 20162021 (amounts in thousands).
Three months ended September 30, Nine months ended September 30, Three months ended March 31,
2017 2016 2017 2016 20222021
(unaudited) % (unaudited) % (unaudited) % (unaudited) % (unaudited)%(unaudited)%
Net sales$698,799
 100.0 $650,598
 100.0 $1,947,022
 100.0
 $1,798,558
 100.0Net sales$897,791 100.0 $804,390 100.0 
Cost of sales298,522
 42.7 281,104
 43.2 828,928
 42.6
 781,581
 43.5Cost of sales378,206 42.1 332,694 41.4 
Gross profit400,277
 57.3 369,494
 56.8 1,118,094
 57.4
 1,016,977
 56.5Gross profit519,585 57.9 471,696 58.6 
Research and development32,477
 4.6 30,139
 4.6 96,723
 5.0
 89,813
 5.0Research and development43,028 4.8 39,272 4.9 
Selling, general and administrative204,915
 29.3 187,680
 28.8 582,604
 29.9
 544,399
 30.3Selling, general and administrative235,312 26.2 221,752 27.6 
Amortization10,716
 1.5 9,087
 1.4 31,010
 1.6
 26,166
 1.5Amortization16,604 1.8 13,884 1.7 
Interest expense8,248
 1.2 7,167
 1.1 24,160
 1.2
 20,619
 1.1Interest expense11,338 1.3 9,471 1.2 
Restructuring charges3,385
 0.5 1,494
 0.3 8,840
 0.5
 4,579
 0.2Restructuring charges4,011 0.5 1,193 0.1 
Other charges (income), net909
 0.2 603
 0.1 (5,565) (0.3) 8,492
 0.5Other charges (income), net(3,709)(0.4)710 0.1 
Earnings before taxes139,627
 20.0 133,324
 20.5 380,322
 19.5
 322,909
 17.9Earnings before taxes213,001 23.7 185,414 23.0 
Provision for taxes34,677
 5.0 31,992
 4.9 81,326
 4.1
 76,315
 4.2Provision for taxes39,000 4.3 35,751 4.4 
Net earnings$104,950
 15.0 $101,332
 15.6 $298,996
 15.4
 $246,594
 13.7Net earnings$174,001 19.4 $149,663 18.6 

Net sales
Net sales were $698.8 million and $650.6$897.8 million for the three months ended September 30, 2017 and 2016, respectively, and $1.947 billion and $1.799 billionMarch 31, 2022, compared to $804.4 million for the nine months ended September 30, 2017 and 2016.corresponding period in 2021. This represents an increase in U.S. dollars of 7% and 8% in U.S. dollars for the three and nine months ended September 30, 2017. 12%. Excluding the effect of currency exchange rate fluctuations, or in local currencies, net sales increased 6% and 9% 14% for the three and nine months ended September 30, 2017.March 31, 2022. The Biotix and Troemner acquisitionsPendoTECH acquisition contributed approximately 1% to

our net sales for the three and nine months ended September 30, 2017. Global market conditions have generally been favorable during the first nine months of 2017March 31, 2022. We experienced broad-based growth with strong customer demand in most businesses and weregions and excellent execution. We continue to benefit from the execution of our globalbest-in-class sales and marketing programs.programs, and innovative product portfolio and investments in our field service organization. However, uncertainties exist in the macro environment and global economy relating to the impact of COVID-19, including lockdowns in China, and the
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Table of Contents
potential impact from the invasion of Ukraine. Furthermore, we remain cautious givenface increasing challenges in the economic uncertainty that exists in certain regions of the world. We will also face difficult prior period comparisons during the fourth quarter of 2017global supply chain and especially as we enter 2018.inflationary cost increases, and market conditions may change quickly.
Net sales by geographic destination for the three and nine months ended September 30, 2017March 31, 2022 in U.S. dollars increased 16% in the Americas, 2% and 8%,3% in Europe 7% and 5%, and14% in Asia/Rest of World 15% and 12%, respectively. OurWorld. In local currencies, our net sales by geographic destination for the three and nine months ended September 30, 2017 in local currencies increased 16% in the Americas, 2% and 8%,10% in Europe 2% and 6%, and15% in Asia/Rest of World, 15% and 13%, respectively. Our food retailing sales declined significantly in the third quarter due to very strongwith 16% growth in the prior year and the timing of project activity. The decline in food retailing duringChina, for the three months ended September 30, 2017 reduced local currency net salesMarch 31, 2022 compared to the corresponding period in the Americas by 5% and Europe by 2%.2021. The Biotix and Troemner acquisitionsPendoTECH acquisition contributed approximately 2% to net sales in the Americas forand 1% to net sales in Europe during the three and nine months ended September 30, 2017.March 31, 2022. A discussion of sales by operating segment is included below.
As described in Note 1618 to our consolidated financial statements for the year ended December 31, 2016,2021, our net sales comprise product sales of precision instruments and related services. Service revenues are primarily derived from repair and other services, including regulatory compliance qualification, calibration, certification, preventative maintenance and spare parts.
Net sales of products increased 7%13% in U.S. dollars and 6%15% in local currenciescurrency for the three months ended September 30, 2017 and increased 9% in U.S. dollars and 10% in local currencies forMarch 31, 2022 compared to the nine months ended September 30, 2017.prior period. The Biotix and Troemner acquisitionsPendoTECH acquisition contributed to approximately 1%2% to our net sales of product forproducts during the three and nine months ended September 30, 2017.March 31, 2022. Service revenue (including spare parts) increased by 9% in U.S. dollars and 7% in local currencies for the three months ended September 30, 2017 and increased 7% in U.S. dollars and 7% in local currencies for the nine months ended September 30, 2017. The Troemner acquisition contributed approximately 1% to our net sales of service for the nine months ended September 30, 2017.
Net sales of our laboratory-related products, which represented approximately 49% of our total net sales, increased 10% in U.S. dollars and 9% in local currencies for the three months ended September 30, 2017, and increased 9% in U.S. dollars and 10% in local currencies for the nine months ended September 30, 2017. The local currency increase for the three and nine months ended September 30, 2017 included strong growth in most product categories. The Biotix and Troemner acquisitions also contributed approximately 2% to our net sales growth of laboratory-related products and services for the three and nine months ended September 30, 2017.
Net sales of our industrial-related products, which represented approximately 43% of our total net sales increased 10% in U.S. dollars and 8% in local currencies for the three months ended September 30, 2017 and increased 10% in U.S. dollars and 11% in local currenciescurrency during the three months ended March 31, 2022 compared to the corresponding period in 2021.
Net sales of our laboratory products and services, which represented approximately 57% of our total net sales for the ninethree months ended September 30, 2017. DuringMarch 31, 2022, increased 16% in U.S. dollars and 18% in local currencies during the three and nine months ended September 30, 2017, we experiencedMarch 31, 2022. Net sales of our laboratory products also benefited approximately 2% from the PendoTECH acquisition. The local currency increase in net sales of our laboratory-related products includes very strong growth in core-industrialmost product categories.
Net sales of our industrial products and services, which represented approximately 38% of our total net sales for the three months ended March 31, 2022, increased 11% in U.S. dollars and 12% in local currencies during the three months ended March 31, 2022. The local currency increase in net sales of our industrial-related products for the three months ended March 31, 2022 includes strong growth in most product inspection. Our core-industrial results include verycategories, with particularly strong resultsgrowth in core industrial products, especially in China.
Net sales in our food retailing products and services, which represented approximately 8%5% of our total net sales decreased 16% in U.S. dollars and 18% in local currencies for the three months ended September 30, 2017, andMarch 31, 2022, decreased 5%17% in U.S. dollars and 4%14% in local currencies forduring the ninethree months ended September 30, 2017.March 31, 2022. The significant decline in net sales of our food retailing products is primarily due to very strong growth in the prior yearweak market dynamics and the timing of project activity, offset in part by growth in the Americas and Europe for the three months ended September 30, 2017.Americas.

Gross profit
Gross profit as a percentage of net sales was 57.3% and 56.8%57.9% for the three months ended September 30, 2017 and 2016, respectively, and 57.4% and 56.5%March 31, 2022 compared to 58.6% for the nine months ended September 30, 2017 and 2016, respectively.corresponding period in 2021.
Gross profit as a percentage of net sales for products was 60.1%59.1% and 60.9% for both the three monthsmonth periods ended September 30, 2017March 31, 2022 and 2016, and 60.8% and 60.3% for the nine months ended September 30, 2017 and 2016, respectively.2021.
Gross profit as a percentage of net sales for services (including spare parts) was 47.3% and 45.0%53.4% for the three months ended September 30, 2017 and 2016, respectively, and 45.5% and 43.5%March 31, 2022 compared to 50.7% for the nine months ended September 30, 2017 and 2016, respectively.corresponding period in 2021.
The increasedecrease in gross profit as a percentage of net sales for the three months ended September 30, 2017 includesMarch 31, 2022 primarily reflects higher transportation and material costs, partially offset by favorable price realization and productivity gains offset in part by increased product costs and changes in foreign currency.sales volume.
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Research and development and selling, general and administrative expenses
Research and development expenses as a percentage of net sales was 4.6%4.8% for both the three months ended September 30, 2017 and 2016, and was 5.0%and for bothMarch 31, 2022 compared to 4.9% in the nine months ended September 30, 2017 and 2016.corresponding period during 2021, respectively. Research and development expenses increased 8%9% in U.S. dollars and increased 6%11% in local currencies, forduring the three months ended September 30, 2017, and increased 8% in U.S. dollars and increased 9% in local currencies for the nine months ended September 30, 2017, respectively,March 31, 2022 compared to the corresponding periodsperiod in 2016 relating2021 due to increased investment in new product development.project activity.
Selling, general and administrative expenses as a percentage of net sales were 29.3% and 28.8%26.2% for the three months ended September 30, 2017 and 2016, respectively, and was 29.9% and 30.3% forMarch 31, 2022 compared to 27.6% in the nine months ended September 30, 2017 and 2016.corresponding period during 2021, respectively. Selling, general and administrative expenses increased 9%6% in U.S. dollars and 8% in local currencies, forduring the three months ended September 30, 2017, and increased 7% in U.S. dollars and 8% in local currencies for the nine months ended September 30, 2017,March 31, 2022 compared to the corresponding periodsperiod in 2016.2021. The local currency increase includes investments in our field sales organization, higher cash incentive expense, and increased employee benefit costs.marketing investments.
Amortization, interest expense, restructuring charges, other charges (income), net and taxes
Amortization expense was $10.7 million and $9.1$16.6 million for the three months ended September 30, 2017March 31, 2022 and 2016, respectively, and $31.0 million and $26.2$13.9 million for the nine months ended September 30, 2017 and 2016, respectively.corresponding period in 2021.
Interest expense was $8.2 million and $7.2$11.3 million for the three months ended September 30, 2017March 31, 2022 and 2016, respectively, and $24.2 million and $20.6$9.5 million for the ninecorresponding period in 2021.
Restructuring charges were $4.0 million and $1.2 million for the three months ended September 30, 2017March 31, 2022 and 2016,2021, respectively. Restructuring expenses are primarily comprised of employee-related costs.
Other charges (income), net includes $1.7 million and $1.1 million of acquisitionnon-service pension costs for the three and nine months ended September 30, 2017 and 2016, respectively. The nine months ended September 30, 2017 also includes a one-time gain of $3.4 million relating to the sale of a facility in Switzerland in connection with our initiative to consolidate certain Swiss operations into a new facility, while the nine months ended September 30, 2016 includes a one-time non-cash pension settlement charge of $8.2 million related to a lump sum offering to former employees of our U.S. pension plan. Other charges (income)(benefits), net also includes (gains) losses from foreign currency transactions and hedging activities, interest income and other items. Non-service pension benefits for the three months ended March 31, 2022 and 2021 were $4.3 million and $2.5 million, respectively. Other charges (income), net also included $0.5 million and $2.8 million of acquisition costs for the three months ended March 31, 2022 and 2021, respectively.
Our reported tax rate was 18.3% and 19.3% during the three months ended March 31, 2022 and 2021, respectively. The provision for taxes is based upon using our projected annual effective tax rate of 22%19% and 19.5% before non-recurring discrete tax items for the three months ended March 31, 2022 and nine month periods ended September 30, 2017.

2021, respectively. The reduction indifference between our estimatedprojected annual effective tax rate from 24% in 2016 to 22% in 2017, as well as ourand the reported tax rate of 25% and 21% during the three and nine months ending September 30, 2017 is primarily related to our adoptionthe timing 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 annual benefit of 2% related to the adoption of ASU 2016-09, the effects of which are being 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 1618 to our consolidated financial statements for the year ended December 31, 2016.2021.
U.S. Operations (amounts in thousands)
 Three months ended March 31,
 20222021%
Total net sales$365,394 $308,743 18 %
Net sales to external customers$325,821 $271,959 20 %
Segment profit$75,186 $63,671 18 %
 Three months ended September 30, Nine months ended September 30,
 2017 2016 % 2017 2016 %
Total net sales$263,408
 $255,866
 3 % $763,097
 $702,502
 9%
Net sales to external customers$239,221
 $235,715
 1 % $693,405
 $640,618
 8%
Segment profit$43,004
 $43,779
 (2)% $126,973
 $114,046
 11%


Total net sales and net sales to external customers increased 3%18% and 1%20%, respectively for the three months ended September 30, 2017March 31, 2022 compared with the corresponding periodsperiod in 2016. Total net sales and net sales to external customers increased 9% and 8% for the nine months ended September 30, 2017 compared with the corresponding periods in 2016.2021. The increase in total net sales and net sales to external customers for the three and nine months ended September 30, 2017March 31, 2022 includes very strong growth in most product inspection and laboratory-related products offset in part by a significant decline in food retailing, which reduced net sales to external customers by 6% during the three months ended September 30, 2017.categories, especially laboratory products. Net
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sales to external customers in our U.S. Operations also benefited approximately 2% and 3%4% from the Biotix and Troemner acquisitions for the three and nine months ended September 30, 2017.PendoTECH acquisition.
Segment profit decreased $0.8 million and increased $12.9$11.5 million for the three and nine months ended September 30, 2017, respectively,March 31, 2022 compared to the corresponding periodsperiod in 2016. Our segment2021. Segment profit during the three months ended March 31, 2022 includes higher net sales volume and benefits from our margin expansion initiatives, partially offset in part by increased saleshigher transportation and service and research and development investments, as well as higher cash incentives and employee benefitmaterial costs. Our segment profit during the three months ended September 30, 2017 was also reduced by the significant net sales decline in food retailing.
Swiss Operations (amounts in thousands)
 Three months ended March 31,
 20222021
%1)
Total net sales$237,105 $223,746 %
Net sales to external customers$43,270 $39,281 10 %
Segment profit$71,322 $64,879 10 %
 Three months ended September 30, Nine months ended September 30,
 2017 2016 
%1)
 2017 2016 
%1)
Total net sales$170,883
 $159,959
 7% $491,816
 $464,938
 6%
Net sales to external customers$33,923
 $32,390
 5% $95,957
 $90,075
 7%
Segment profit$39,213
 $36,854
 6% $113,181
 $107,673
 5%
1) Represents U.S. dollar growth.
1)Represents U.S. dollar growth (decline) for net sales and segment profit.

Total net sales increased 7%6% in U.S. dollars and 5%8% in local currency for the three months ended September 30, 2017,March 31, 2022 compared to the corresponding periodsperiod in 2016, and increased 6% in both U.S. dollars and in local currency for the nine months ended September 30, 2017.2021. Net sales to external customers increased 5%10% in U.S. dollars and 4%12% in local currency forduring the three months

ended September 30, 2017 and increased 7% in both U.S. dollars and in local currency for the nine months ended September 30, 2017,March 31, 2022 compared to the corresponding periodsperiod in 2016.2021. The increase in local currency net sales to external customers for the three and nine month periodsperiod ended September 30, 2017March 31, 2022 includes solidstrong growth in laboratory-related products andmost product inspection.categories, especially core industrial.
Segment profit increased $2.4 million and $5.5$6.4 million for the three and nine month periodsperiod ended September 30, 2017, respectively,March 31, 2022 compared to the corresponding periodsperiod in 2016.2021. Segment profit during the three and nine months ended September 30, 2017March 31, 2022 includes the impact of increasedhigher net sales volume and productivity improvements,margin expansion initiatives, offset in part by increased researchhigher material and development activity, higher cash incentivestransportation costs and unfavorable foreign currency hedging gains in the prior year.

translation.
Western European Operations (amounts in thousands)
 Three months ended March 31,
 20222021
%1)
Total net sales$243,013 $244,605 (1)%
Net sales to external customers$192,886 $192,350 %
Segment profit$38,780 $37,866 %
 Three months ended September 30, Nine months ended September 30,
 2017 2016 
%1)
 2017 2016 
%1)
Total net sales$212,009
 $202,841
 5% $597,318
 $572,248
 4%
Net sales to external customers$171,722
 $159,025
 8% $470,206
 $450,940
 4%
Segment profit$30,885
 $30,218
 2% $77,283
 $74,711
 3%
1)Represents U.S. dollar growth (decline) for net sales and segment profit.

1) Represents U.S. dollar growth.
Total net sales increased 5%decreased 1% in U.S. dollars and were flat in local currencies for the three months ended September 30, 2017 and increased 4% in U.S. dollars and 6% in local currencies forduring the ninethree months period ended September 30, 2017,March 31, 2022 compared to the corresponding periodsperiod in 2016.2021. Net sales to external customers increased 8%were flat in U.S. dollars and 3%increased 8% in local currencies forduring the three months period ended September 30, 2017, and increased 4% in U.S. dollars and 6% in local currencies for the nine months ended September 30, 2017,March 31, 2022 compared to the corresponding periodsperiod in 2016.2021. Local currency net sales to external customers for the three months ended September 30, 2017March 31, 2022 includes solidvery strong growth in laboratory-relatedmost product categories, especially in laboratory products, and core-industrial, offset in part by a decreasedecline in food retailing, which reducedretailing.
Segment profit increased $0.9 million for the three month period ended March 31, 2022 compared to the corresponding period in 2021. Segment profit increased during the three months ended March 31, 2022 primarily due to higher net sales volume and benefits from our margin expansion initiatives, offset in part by higher transportation and material costs and unfavorable foreign currency translation.
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Chinese Operations (amounts in thousands)
 Three months ended March 31,
 20222021
%1)
Total net sales$263,144 $225,152 17 %
Net sales to external customers$182,706 $156,074 17 %
Segment profit$84,968 $72,024 18 %
1) Represents U.S. dollar growth.

Total net sales and net sales to external customers by 2%.

Segment profitorigin both increased $0.7 million and $2.6 million for the three and nine month periods ended September 30, 2017, respectively, compared to the corresponding periods17% in 2016. The increase in segment profit for the nine months ended September 30, 2017 includes benefits from our margin expansion initiatives and favorable currency translation, offset in part by increased sales and service investments and higher cash incentive costs.

Chinese Operations (amounts in thousands)
 Three months ended September 30, Nine months ended September 30,
 2017 2016 
%1)
 2017 2016 
%1)
Total net sales$193,692
 $161,717
 20% $502,533
 $444,130
 13%
Net sales to external customers$125,067
 $99,349
 26% $323,940
 $277,182
 17%
Segment profit$69,086
 $51,669
 34% $167,873
 $134,229
 25%
1)Represents U.S. dollar growth for net sales and segment profit.

Total net sales increased 20% in both U.S. dollars and 15% in local currency for the three months ended September 30, 2017 and increased 13% in U.S. dollars and 17% local currency for the nine months ended September 30, 2017,March 31, 2022 compared to the corresponding periodsperiod in 2016. Net sales to external customers increased 26% in both U.S. dollars and in local currency for the three months ended September 30, 2017 and increased 17% in U.S. dollars and 20% local currency during the nine months ended September 30, 2017, compared to the corresponding periods in 2016.2021. The increase in local currency net sales to external customers during the three and nine months ended September 30, 2017March 31, 2022 reflects very strong growth in most laboratory and industrial product categories. Our Chinese performance reflectscategories, offset in part by a good economic environment with customers catching-up on their product replacement cycles, as well as our abilitydecline in food retailing. However, uncertainties exist, especially relating to shift resources towards faster growing markets. While

Chinesepotential additional COVID-19 lockdowns, and market conditions have improved, uncertainty remains, particularly in industrial markets.may change quickly. We will also face more difficult prior period comparisons duringfor the remainder of the year and expect local currency net sales growth will be lower during the fourth quarter of 2017 than2022 relating to our year-to-date results.

strong prior years performance.
Segment profit increased $17.4 million and $33.6$12.9 million for the three and nine month periodsperiod ended September 30, 2017, respectively,March 31, 2022 compared to the corresponding periodsperiod in 2016.2021. The increase in segment profit for the three and nine monthsmonth period ended September 30, 2017March 31, 2022 primarily includes increased local currency net sales volume, benefits from our margin expansion and cost savings initiatives and inter-segment transfers.

favorable foreign currency translation, offset in part by higher material and transportation costs.
Other (amounts in thousands)
 Three months ended March 31,
 20222021
%1)
Total net sales$154,071 $145,821 %
Net sales to external customers$153,108 $144,726 %
Segment profit$20,452 $20,172 %
 Three months ended September 30, Nine months ended September 30,
 2017 2016 
%1)
 2017 2016 
%1)
Total net sales$130,620
 $125,889
 4% $368,995
 $344,567
 7%
Net sales to external customers$128,866
 $124,119
 4% $363,514
 $339,743
 7%
Segment profit$16,776
 $16,721
 % $45,106
 $41,064
 10%
1) Represents U.S. dollar growth.
1)Represents U.S. dollar growth for net sales and segment profit.


Total net sales and net sales to external customers both increased 4%6% in U.S. dollars and 2%11% in local currencies during the three month period ended March 31, 2022 compared to the corresponding period in 2021. The increase in net sales to external customers includes solid growth in most product categories.
Segment profit increased $0.3 million for the three months ended September 30, 2017 and increased both 7% in U.S. dollars and in local currencies for the nine months ended September 30, 2017March 31, 2022 compared to the corresponding periodsperiod in 2016. Local currency net2021. The increase in segment profit is primarily related to increased sales during the three months ended September 30, 2017 faced particularly difficult prior period comparisons.

Segment profit increased $0.1 million and $4.0 million for the three and nine months ended September 30, 2017, respectively, compared to the corresponding periods in 2016. Segment profit includes benefits from increased net sales,volume, offset in part by salesunfavorable foreign currency translation and service investments, particularly during the three months ended September 30, 2017.higher transportation and material costs.
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 available borrowings under our Credit Agreement, the ability to obtain appropriate financing.financing and our cash and cash equivalent balances. Currently, our financing requirementsliquidity needs are primarily driven by working capital requirements, capital expenditures, share repurchases and acquisitions. Global market conditions can be uncertain, and our ability to generate cash flows could be reduced by a deterioration in global markets.
We currently believe that cash flows from operating activities, together with liquidity available under our Credit Agreement, local working capital facilities, and cash balances, will be sufficient to fund currently anticipated working capital needs and spending requirements for at least the foreseeable future.
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Cash provided by operating activities totaled $351.2$90.8 million during the ninethree months ended September 30, 2017,March 31, 2022, compared to $307.3$158.9 million in the corresponding period in 2016.2021. The increase in 2017decrease for the three months ended March 31, 2022 compared to the prior year is primarily related to higher net earnings.cash incentive payments related to our strong previous year performance.
Capital expenditures are made primarily for investments in information systems andand technology, machinery, equipment and the purchase and expansion of facilities. Our capital expenditures totaled $85.8$19.2 million for the ninethree months ended September 30, 2017March 31, 2022 compared to $51.2$24.6 million in the corresponding period in 2016. The2021.
In September 2021, we entered into an agreement with the U.S. Department of Defense to increase is primarily relateddomestic production capacity of pipette tips and enhance manufacturing automation and logistics. As of March 31, 2022, we have obtained $18.0 million of the $35.8 million of total funding to investments in manufacturing facilities. Cash flows from investing activities forbe received through 2023, which will offset future capital expenditures. During the ninethree months ended September 30, 2017, also includes proceedsMarch 31, 2022, we incurred approximately $1.7 million of $9.9 millioncapital expenditures 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 $50 million to $60 million over the next two years.this funding agreement.
We continue to explore potential acquisitions. In connection with any acquisition, we may incur additional indebtedness. In September 2017, we acquired the shares of Biotix, Inc., a manufacturer and distributor of plastic consumables associated with pipettes, including tips, tubes and reagent reservoirs
Cash flows used in the life sciences market based in the United States. The initial cash payment was $105financing activities are primarily comprised of share repurchases. In accordance with our share repurchase program, we spent $275.0 million and we may be required to pay additional cash consideration up to a

maximum amount of $65$262.5 million based upon earnings thresholds in 2018 and 2019. The fair value of the contingent consideration obligation of $30.7 million relating to the Biotix acquisition was determined using a Monte Carlo simulation based on the our forecastrepurchase of future results. Goodwill recorded in connection with the acquisition totaled $51.3 million, which is included in the our U.S. Operations segment. The fair value of the contingent consideration was determined using a Monte Carlo simulation. Identified intangible finite life assets acquired include customer relationships of $49.5 million, technology190,593 shares and patents of $8.0 million, indefinite life tradenames of $7.1 million, and other intangibles of $0.6 million. The identifiable finite life intangible assets will be amortized on a straight-line basis over periods ranging from 5 year to 18 years and the annual aggregate amortization expense is estimated at $3.7 million. Net tangible assets acquired were $19.2 million and recorded at fair value in the consolidated financial statements.224,808 shares, respectively.
In 2017, we also incurred additional acquisition payments totaling $3.8 million. Goodwill recorded in connection with acquisitions totaled $0.3 million. The Company also recorded $3.1 million of identified intangibles primarily pertaining to technology and patents in connection with these acquisitions, which will be amortized on a straight-line basis over 12 years. Net tangible assets acquired were $0.2 million and recorded a fair value in the consolidated financial statements.
We plan to repatriate earnings from China, Switzerland, Germany, the United Kingdom and certain other countries in future years and expect the only additional cost associated with the repatriation of such earnings outside the United States will be any applicable withholding taxes. All other undistributed earnings are considered to be permanently reinvested. As of September 30, 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 September 30, 2017:
 September 30, 2017
 U.S. Dollar Other Principal Trading Currencies Total
3.67% $50 million Senior Notes due December 17, 202250,000
 
 50,000
4.10% $50 million Senior Notes due September 19, 202350,000
 
 50,000
3.84% $125 million Senior Notes due September 19, 2024125,000
 
 125,000
4.24% $125 million Senior Notes due June 25, 2025125,000
 
 125,000
1.47% EUR 125 million Senior Notes due June 17, 2030
 146,956
 146,956
Debt issuance costs, net(1,125) (364) (1,489)
Total Senior Notes348,875
 146,592
 495,467
$800 million Credit Agreement, interest at LIBOR plus 87.5 basis points537,304
 17,910
 555,214
Other local arrangements
 18,533
 18,533
Total debt886,179
 183,035
 1,069,214
Less: current portion
 (18,533) (18,533)
Total long-term debt$886,179
 $164,502
 $1,050,681
March 31, 2022:
U.S. DollarOther Principal
Trading
Currencies
Total
3.67% $50 million ten-year Senior Notes due December 17, 2022$50,000 $— $50,000 
4.10% $50 million ten-year Senior Notes due September 19, 202350,000 — 50,000 
3.84% $125 million ten-year Senior Notes due September 19, 2024125,000 — 125,000 
4.24% $125 million ten-year Senior Notes due June 25, 2025125,000 — 125,000 
3.91% $75 million ten-year Senior Notes due June 25, 202975,000 — 75,000 
2.83% $125 million twelve-year Senior Notes due July 22, 2033125,000 — 125,000 
3.19% $50 million fifteen-year Senior Notes due January 24, 203550,000 — 50,000 
2.81% $150 million fifteen-year Senior Notes due March 17, 2037150,000 — 150,000 
1.47% Euro 125 million fifteen-year Senior Notes due June 17, 2030— 138,120 138,120 
1.30% Euro 135 million fifteen-year Senior Notes due November 6, 2034— 149,170 149,170 
1.06% Euro 125 million fifteen-year Senior Notes due March 19, 2036— 138,120 138,120 
Senior notes debt issuance costs, net(2,426)(1,586)(4,012)
Total Senior Notes747,574 423,824 1,171,398 
$1.25 billion Credit Agreement, interest at LIBOR plus 87.5 basis points540,346 102,002 642,348 
Other local arrangements3,311 55,037 58,348 
Total debt1,291,231 580,863 1,872,094 
Less: current portion(50,356)(54,906)(105,262)
Total long-term debt$1,240,875 $525,957 $1,766,832 
As of September 30, 2017,March 31, 2022, approximately $238.6$601.7 million of additional borrowings was available under our Credit Agreement. During the three months ended September 30, 2017,Agreement, and we increased our borrowing under the Credit Agreement by $97.9maintained $116.9 million which primarily was used to fund the Biotix acquisition as described in Note 3. of cash and cash equivalents.
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.

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Further, we do not have any downgrade triggers relating to ratings from rating agencies that would accelerate the maturity dates of our debt. We currently believe that cash flowwere in compliance with our debt covenants as of March 31, 2022.
In December 2021, we entered into an agreement to issue and sell $300 million 15-year Senior Notes in a private placement. We issued $150 million with a fixed interest rate of 2.81% (2.81% Senior Notes) in March 2022, which will mature in March 2037, and we will issue $150 million with a fixed interest rate of 2.91% (2.91% Senior Notes) in September 2022, which will mature in September 2037. We will use the proceeds from operating activities, together with liquidity available under our credit facilitythe sale of the notes to refinance existing indebtedness and local working capital facilities, will be sufficientfor other general corporate purposes.
Other Local Arrangements
In 2018, two of the Company's non-U.S. pension plans issued loans totaling $39.6 million (Swiss franc 38 million) to fund currently anticipated working capital needsa wholly owned subsidiary of the Company. The loans have the same terms and capital spending requirementsconditions which include an interest rate of SARON plus 87.5 basis points. The loans were renewed for the foreseeable future.

one year in April 2022.
Share Repurchase Program

The Company has aWe have $1.8 billion of remaining availability for our share repurchase program of which there was $648.4 million of common shares remaining to be repurchased under the program as of September 30, 2017.March 31, 2022. 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 purchases will depend on business and market conditions, the stock price, trading restrictions, the level of acquisition activity, and other factors.
We have purchased 26.630.4 million common shares since the inception of the program in 2004 through September 30, 2017.March 31, 2022. During the ninethree months ended September 30, 2017March 31, 2022 and 2016,2021, we spent $335.0$275.0 million and $375.0$262.5 million on the repurchase of 647,756190,593 shares and 1,048,075224,808 shares at an average price per share of $517.15$1,442.84 and $357.77,$1,167.64, respectively. We also reissued 206,64627,795 shares and 193,51722,388 shares held in treasury for the exercise of stock options and restricted stock units during the ninethree months ended September 30, 2017March 31, 2022 and 2016,2021, 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, Chinese renminbi, and U.S. dollar. We have more Swiss franc expenses than we do Swiss franc sales because we develop and manufacture products in Switzerland that we sell globally, and have a number of corporate functions located in Switzerland. When the Swiss franc strengthens against our other trading currencies, particularly the U.S. dollar and euro, our earnings go down.decrease. 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.decrease. We estimate a 1% strengthening of the Swiss franc against the euro would reduce our earnings before tax by approximately $1.4$1.9 million to $1.6$2.1 million annually.
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.renminbi. The impact on our earnings before tax of the Chinese Renminbirenminbi weakening 1% against the U.S. dollar is a reduction of approximately $0.3$3.0 million to $0.5$3.2 million annually.
In addition to the effects of exchange rate movements on operating profits, our debt levels can fluctuate due to changes in exchange rates, particularly between the U.S. dollar, the Swiss franc, and the Euro.euro. Based on our outstanding debt at September 30, 2017,March 31, 2022, we estimate that a 10%5% weakening of the U.S. dollar against the currencies in which our debt is denominated would result in an increase of approximately $20.4$30.7 million in the reported U.S. dollar value of our debt.


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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. Youuncertainties, including statements about expected revenue growth and long-term impacts of the COVID-19 pandemic and recent developments in Ukraine. In some cases, 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”.“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,customer demand, our competitive position, pricing, our supply chain, adequacy of our facilities, access to and the costs of raw materials, shipping and supplier costs, gross margins, customer demand, our competitive position ,planned research and development efforts and product introductions, capital expenditures, cash flow, tax-related matters, the impact of foreign currencies, compliance with laws, and effects of acquisitions.acquisitions, and the impact of the COVID-19 pandemic and recent developments in Ukraine on our businesses.
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.statements, including the uncertain duration and severity of the COVID-19 pandemic and recent developments in Ukraine. See in particular “Factors Affecting Our Future Operating Results” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” ofin our 2016 Annual Report on Form 10-K.10-K for the year ended December 31, 2021 and other reports filed with the SEC from time to time.

Item 3.Quantitative and Qualitative Disclosures About Market Risk
Item 3.Quantitative and Qualitative Disclosures About Market Risk
As of September 30, 2017,March 31, 2022, 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, 2016.2021.


Item 4.Controls and Procedures
Item 4.Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer Principaland Chief Financial Officer and the 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 Principaland Chief 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 September 30, 2017March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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Table of Contents

PART II. OTHER INFORMATION


Item 1.
Item 1.Legal Proceedings.None
Legal Proceedings.None
Item 1A.Risk Factors.
Item 1A.Risk Factors.
For the ninethree months ended September 30, 2017March 31, 2022 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, 2016.2021, except the following addition of a new Risk Factor under the existing subheading, Legal, Tax, Regulatory, and Other Risks.

The Russian invasion of Ukraine and related sanctions and export controls targeting Russia and other global governmental responses to the current conflict between Russia and Ukraine could adversely impact our business and financial results.
The invasion has led to disruption, increased costs (such as energy and transportation), instability, and volatility in global markets. Since the beginning of the invasion, we also have suspended all shipments to Russia. In addition, the U.S. and other countries in which we operate have imposed sanctions and export controls on Russian financial institutions, businesses in Russia, and on Russian interests and individuals; and the Russian government is implementing sanctions and regulations in response.
In 2021, approximately 1% of our net sales were in Russia and Ukraine, and we have an immaterial amount of assets and liabilities in both countries. We also do not have manufacturing in Russia or Ukraine.
The invasion of Ukraine and sanctions issued on Russian financial institutions, businesses in Russia, and on Russian interests and individuals, and retaliatory measures by Russia in response, such as restrictions on energy supplies from Russia to countries in which we operate, could adversely impact our operations and financial results. We continue to monitor this situation as it evolves in order to assess the potential impacts on our business and the safety and well-being of our affected employees. The impact of these events on global economic conditions is currently unknown and, could have a material adverse effect on our results of operations, cash flows or financial condition.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.
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, 202256,113 $1,518.68 56,113 $1,973,209 
February 1 to February 28, 202261,716 $1,458.46 61,716 $1,883,198 
March 1 to March 31, 202272,764 $1,371.11 72,764 $1,783,429 
Total190,593 $1,442.84 190,593 $1,783,429 
  (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
 
 
 July 1 to July 31, 201759,038
$600.67
59,038
$698,007
 August 1 to August 31, 201747,993
$581.59
47,993
$670,094
 September 1 to September 30, 201735,132
$616.89
35,132
$648,421
 Total142,163
$598.23
142,163
$648,421


The Company has a$1.8 billion of remaining availability for its share repurchase program of which there is $648.4 million of remaining to repurchase common shares as of September 30, 2017.March 31, 2022. We have purchased 26.630.4 million shares since the inception of the program through September 30, 2017.March 31, 2022.
During the ninethree months ended September 30, 2017March 31, 2022 and 2016,2021, we spent $335.0$275.0 million and $375.0$262.5 million on the repurchase of 647,756190,593 and 1,048,075224,808 shares at an average price per share of $517.15
- 30 -


$1,442.84 and $357.77,$1,167.64, respectively. We also reissued 206,64627,795 shares and 193,51722,388 shares held in treasury for the exercise of stock options and restricted stock units duringfor the ninethree months ended September 30, 2017March 31, 2022 and 2016,2021, respectively.

Item 3. Defaults Upon Senior Securities.None
Item 5.Other information.None
Item 6.Exhibits. See Exhibit Index.
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EXHIBIT INDEX

Item 3.Exhibit No.Description
Defaults Upon Senior Securities.None31.1*
Item 5.
Other information.None31.2*
32*
Item 6.
Exhibits. See Exhibit Index below.
101.INS*
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*XBRL Taxonomy Extension Schema Document
101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*XBRL Taxonomy Extension Label Linkbase Document
101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*XBRL Taxonomy Extension Definition Linkbase Document
_______________________
*    Filed herewith
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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:November 3, 2017May 6, 2022By:  /s/Shawn P. Vadala
Shawn P. Vadala
Chief Financial Officer  Principal Accounting Officer


EXHIBIT INDEX

Exhibit No.DescriptionShawn P. Vadala
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

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