Mettler-Toledo International MTD · USD

SEGMENT REPORTINGThe Company has five reportable segments: U.S. Operations, Swiss Operations, Western European Operations, Chinese Operations, and Other Operations. U.S. Operations represent certain of the Company’s marketing and producing organizations located in the United States. Western European Operations include the Company’s marketing and producing organizations in Western Europe, excluding operations located in Switzerland. Swiss Operations include marketing and producing organizations located in Switzerland as well as extensive R&D operations that are responsible for the development, production, and marketing of precision instruments, including weighing, analytical, and measurement technologies for use in a variety of laboratory and industrial applications. Chinese Operations represent the Company’s marketing and producing organizations located in China. The Company’s market organizations are geographically focused and are responsible for all aspects of the Company’s sales and service. Operations that exist outside these reportable segments are included in Other Operations.The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies. Our reportable segments comprise the structure used by our Chief Executive Officer, who is our Chief Operating Decision Maker (CODM), to make key operating decisions and assess performance. The Company evaluates performance based on segment profit for segment reporting (gross profit less research and development and selling, general, and administrative expenses, before amortization, interest expense, restructuring charges, other charges (income), net, and taxes). Inter-segment sales and transfers are priced to reflect consideration of market conditions and the regulations of the countries in which the transferring entities are located.

REVENUEThe Company disaggregates revenue from contracts with customers by product, service, timing of revenue recognition, and geography. A summary by the Company’s reportable segments follows for the years ended December 31:Twelve months ended December 31, 2025U.S. OperationsSwiss OperationsWestern European OperationsChinese OperationsOther OperationsTotalProduct Revenue$1,081,541 $162,354 $603,735 $574,258 $585,917 $3,007,805 Service Revenue:Point in time307,630 35,639 190,756 42,548 155,594 732,167 Over time107,031 12,865 101,480 18,027 47,024 286,427 Total$1,496,202 $210,858 $895,971 $634,833 $788,535 $4,026,399 Twelve months ended December 31, 2024U.S. OperationsSwiss OperationsWestern European OperationsChinese OperationsOther OperationsTotalProduct Revenue$1,042,479 $174,484 $593,502 $565,118 $554,645 $2,930,228 Service Revenue:Point in time290,266 31,746 176,459 45,587 140,162 684,220 Over time96,757 12,350 88,041 17,742 43,023 257,913 Total$1,429,502 $218,580 $858,002 $628,447 $737,830 $3,872,361 Twelve months ended December 31, 2023U.S. OperationsSwiss OperationsWestern European OperationsChinese OperationsOther OperationsTotalProduct Revenue$1,039,766 $147,792 $542,707 $656,834 $519,562 $2,906,661 Service Revenue:Point in time279,234 29,917 170,343 45,127 131,214 655,835 Over time84,919 10,970 79,857 16,857 33,210 225,813 Total$1,403,919 $188,679 $792,907 $718,818 $683,986 $3,788,309 The Company's global revenue mix by product category for the year ended December 31, 2025 is laboratory (56% of sales), industrial (39% of sales), and retail (5% of sales). The Company’s product revenue by reportable segment is proportionately similar to the Company’s global mix with the exception of the Company’s Swiss Operations, which is largely comprised of laboratory products, and the Company’s Chinese Operations, which has a slightly higher percentage of industrial products.

COMMITMENTS AND CONTINGENCIESLegalThe Company is party to various legal proceedings, including certain environmental matters, incidental to the normal course of business. Management does not expect that any of such proceedings will have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

DEBTDebt consisted of the following at December 31:202520244.24% $125 million 10-year Senior Notes due June 25, 2025— 125,000 3.91% $75 million 10-year Senior Notes due June 25, 202975,000 75,000 5.45% $150 million 10-year Senior Notes due March 1, 2033150,000 150,000 2.83% $125 million 12-year Senior Notes due July 22, 2033125,000 125,000 3.19% $50 million 15-year Senior Notes due January 24, 203550,000 50,000 2.81% $150 million 15-year Senior Notes due March 17, 2037150,000 150,000 2.91% $150 million 15-year Senior Notes due September 1, 2037150,000 150,000 1.47% EUR 125 million 15-year Senior Notes due June 17, 2030146,753 129,840 1.30% EUR 135 million 15-year Senior Notes due November 6, 2034158,493 140,227 1.06% EUR 125 million 15-year Senior Notes due March 19, 2036146,753 129,840 3.80% EUR 100 million 10 1/2-year Senior Notes due July 9, 2035117,402 — Senior Notes debt issuance costs, net(3,833)(4,260)Total Senior Notes1,265,568 1,220,647 $1.35 billion Credit Agreement, interest at benchmark plus 87.5 basis points(1)(2)809,215 730,203 Other local arrangements77,389 63,038 Total debt2,152,172 2,013,888 Less: current portion(63,931)(182,623)Total long-term debt$2,088,241 $1,831,265 (1) See Note 6 and Note 7 for additional disclosures on the financial instruments associated with the Credit Agreement.(2) The benchmark interest rate is determined by the borrowing currency. The benchmark rates by borrowing currency are as follows: SOFR for U.S. dollars (plus a 10 basis points spread adjustment), SARON for Swiss franc, EURIBOR for euro and SONIA for Great British pounds. At December 31, 2025, the interest payments associated with 71% of the Company’s debt are fixed obligations. The Company’s weighted average interest rate was 3.2% and 3.6% for the years ended December 31, 2025 and 2024, respectively.Senior NotesThe Senior Notes listed above are senior unsecured obligations of the Company and interest is payable semi-annually. The Company may at any time prepay the Senior Notes, in whole or in part, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interests, and in some instances a “make whole” prepayment premium. The Euro Senior Notes, if prepaid, may also include a swap related currency loss.

LEASESThe Company’s leases primarily comprise real estate and vehicles. Real estate leases are largely related to sales and marketing, service, and administrative offices, while vehicle leases are primarily related to the Company’s field sales and service organization. The consolidated balance sheet included the following balances as of December 31:20252024Balance Sheet LocationOperating right-of-use assets, net$111,718 $106,830 Finance right-of-use assets, net15,637 5,905 Right-of-use assets, net$127,355 $112,735 Other non-current assetsCurrent operating lease liability$35,108 $29,074 Accrued and other liabilitiesCurrent finance lease liability2,821741Short-term borrowings and current maturities of long-term debtNon-current operating lease liability78,04381,956Other non-current liabilitiesNon-current finance lease liability13,5095,414Long-term debtTotal lease liability$129,481 $117,185 As of December 31, 2025, the Company had not entered into any material real estate operating leases expected to commence in 2026.For the years ended December 31, 2025, 2024 and 2023, the Company had the following recorded in cost of sales, and selling, general, and administrative associated with leasing arrangements:202520242023Operating lease expense$40,288 $39,424 $37,849 Finance lease expense Amortization of right-of-use assets1,791 744 526 Interest on lease liabilities469 252 144 Variable lease expense11,767 9,841 7,022 Short-term lease expense1,313 1,228 1,004 Total lease expense$55,628 $51,489 $46,545 Weighted average remaining lease term Operating leases5.2 years5.9 years6.5 years Finance leases5.5 years7.5 years7.8 yearsWeighted average discount rate Operating leases4.2 %4.3 %4.1 % Finance leases5.0 %4.6 %4.4 %Accruals and other on the consolidated statement of cash flows includes the amortization of the lease right-of-use asset of $38.0 million, $33.8 million, and $34.4 million, offset by a change in the lease liability of $37.9 million, $33.7 million, and $33.4 million, for the years ended December 31, 2025, 2024, and 2023, respectively. Lease payments within operating activities were $40.8 million, $36.6 million, and $36.6 million for the years ended December 31, 2025, 2024, and 2023, respectively. Lease payments from finance leases were $1.9 million, $0.8 million, and $0.6 million for the years ended December 31, 2025, 2024, and 2023, respectively. The Company also obtained non-cash lease right-of-use assets in exchange for lease liabilities of $32.

We rely on our technology infrastructure and information systems to interact with suppliers, sell our products and services, fulfill orders, support our customers, and bill, collect, and make payments. Our internally developed system and processes, as well as those systems and processes provided by third-party vendors, may be susceptible to damage or interruption from cybersecurity threats, such as terrorist or hacker attacks, the introduction of malicious computer viruses, ransomware, falsification of banking and other information, insider risk, or other security breaches. Such attacks have become more and more sophisticated over the years and in some cases have been conducted or sponsored by governmental actors with significant means. We have implemented robust processes to assess, identify, and manage cybersecurity risks, including potentially material risks, related to our internal information systems, our products, and our business. Our Board of Directors has direct oversight of our enterprise risk management process, including the management of cybersecurity risks, as described below.Under the direction and supervision of our Chief Financial Officer, we conduct an annual comprehensive enterprise risk assessment, which includes details of our management of enterprise-wide risk topics, such as those related to cybersecurity risks. The Board of Directors receives the full results of the annual enterprise risk assessment, including an evaluation of cybersecurity risks we face, risks more broadly across our peers and industries, and a detailed description of the actions we have taken to mitigate these risks. The Audit Committee of the Board of Directors reviews the results of the enterprise risk assessment in detail with management on an annual basis and reports on its review to the Board of Directors each year. We provide a comprehensive update to the Board of Directors on cybersecurity at least annually, and more frequently as relevant.Our Chief Information Officer and Head of Cybersecurity serve on our Cybersecurity Steering Committee (the “Cyber SteCo”), along with our Chief Legal Officer, who reports to our Chief Executive Officer, and our Head of Financial Processes, who reports to our Chief Financial Officer.

BENEFIT PLANSThe Company maintains a number of retirement and other post-retirement employee benefit plans.Certain subsidiaries sponsor defined contribution plans. Benefits are determined and funded annually based upon the terms of the plans. Amounts recognized as cost under these plans amounted to $20.6 million, $18.7 million, and $20.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.Certain subsidiaries sponsor defined benefit plans. Benefits are provided to employees primarily based upon years of service and employees’ compensation for certain periods during the last years of employment. Prior to 2002, the Company’s U.S. operations also provided post-retirement medical benefits to their employees. Contributions for medical benefits are related to employee years of service.The following tables set forth the change in benefit obligation, the change in plan assets, the funded status, and amounts recognized in the consolidated financial statements for the Company’s defined benefit plans and post-retirement plan at December 31, 2025 and 2024: U.S. Pension BenefitsNon-U.S.

SHAREHOLDERS’ EQUITYCommon StockThe number of authorized shares of the Company’s common stock is 125,000,000 shares with a par value of $0.01 per share. Holders of the Company’s common stock are entitled to one vote per share. At December 31, 2025, 3,288,861 shares of the Company’s common stock were reserved for issuance pursuant to the Company’s stock option plans.Preferred StockThe Board of Directors, without further shareholder authorization, is authorized to issue up to 10,000,000 shares of preferred stock, par value $0.01 per share in one or more series and to determine and fix the rights, preferences, and privileges of each series, including dividend rights and preferences over dividends on the common stock and one or more series of the preferred stock, conversion rights, voting rights (in addition to those provided by law), redemption rights, and the terms of any sinking fund therefore, and rights upon liquidation, dissolution, or winding up, including preferences over the common stock and one or more series of the preferred stock. The issuance of shares of preferred stock, or the issuance of rights to purchase such shares, may have the effect of delaying, deferring, or preventing a change in control of the Company or an unsolicited acquisition proposal.Share Repurchase ProgramIn November 2025, the Company’s Board of Directors authorized an additional $2.75 billion to the share repurchase program, which had $3.7 billion of remaining availability as of December 31, 2025. The share repurchases are expected to be funded from cash generated from operating activities, borrowings, and cash balances. Repurchases will be made through open market transactions, and the amount and timing of purchases will depend on business and market conditions, the stock price, trading restrictions, the level of acquisition activity, and other factors. The Company has purchased 33.0 million of common shares since the inception of the program in 2004 through December 31, 2025, at a total cost of $10.6 billion. The Company spent $800 million, $850 million, and $900 million during 2025, 2024, and 2023, respectively, on the repurchase of 646,608 shares, 645,139 shares, and 691,913 shares at an average price per share of $1,237.18, $1,317.52, and $1,300.72, respectively. The Company reissued 56,500 shares, 68,428 shares, and 79,076 shares held in treasury for the exercise of stock options and restricted stock units during 2025, 2024, and 2023, respectively.