MTD 10-Q Quarterly Report Sept. 30, 2025

METTLER TOLEDO INTERNATIONAL INC/

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mtd-20250930

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2025 , OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO ________________

Commission File Number: 1-13595

Mettler Toledo International Inc

_______________________________________________________________________________________________________________________________________

(Exact name of registrant as specified in its charter)


Delaware						13-3668641
(State or other jurisdiction of						(I.R.S Employer Identification No.)
incorporation or organization)

1900 Polaris Parkway

Columbus , OH 43240

and

Im Langacher, P.O. Box MT-100

CH 8606 Greifensee, Switzerland

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 class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value	MTD	New 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 ☒ No ☐

Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( § 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer . ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not 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 ☒

The Registrant had 20,428,445 shares of Common Stock outstanding at September 30, 2025.

METTLER-TOLEDO INTERNATIONAL INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q


		PAGE
	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Unaudited Interim Consolidated Financial Statements:

	Interim Consolidated Statements of Operations and Comprehensive Income for the three months ended Se ptember 30, 2025 and 202 4	3

	Interim Consolidated Statements of Operations and Comprehensive Income for the n ine months ended September 30, 2025 and 202 4	4

	Interim Consolidated Balance Sheets as of September 30, 2025 and December 31, 202 4	5

	Interim Consolidated Statements of Shareholders’ Equity for the nine months ended September 30, 2025 and 202 4	6

	Interim Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 202 4	7

	Notes to the Interim Consolidated Financial Statements at Sept ember 30, 202 5	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37

Item 4.	Controls and Procedures	37

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 3.	Defaults upon Senior Securities	38

Item 5.	Other Information	38

Item 6.	Exhibits	38

SIGNATURE		40

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

METTLER-TOLEDO INTERNATIONAL INC.

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

Three months ended September 30, 2025 and 2024

(In thousands, except share data)

(unaudited)


	September 30, 2025		September 30, 2024
Net sales
Products	$	766,648	$	715,593
Service	263,051		238,942
Total net sales	1,029,699		954,535
Cost of sales
Products	298,897		273,205
Service	121,346		108,863
Gross profit	609,456		572,467
Research and development	51,143		47,117
Selling, general and administrative	248,391		228,777
Amortization	20,022		18,243
Interest expense	17,695		18,599
Restructuring charges	5,972		2,631
Other charges (income), net	( 3,003 )		( 1,852 )
Earnings before taxes	269,236		258,952
Provision for taxes	51,743		47,436
Net earnings	$	217,493	$	211,516

Basic earnings per common share:
Net earnings	$	10.60	$	10.01
Weighted average number of common shares	20,510,579		21,139,674

Diluted earnings per common share:
Net earnings	$	10.57	$	9.96
Weighted average number of common and common equivalent shares	20,571,000		21,242,343

Comprehensive income, net of tax (Note 10)	$	223,199	$	194,101

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 INCOME

Nine months ended September 30, 2025 and 2024

(In thousands, except share data)

(unaudited)


	September 30, 2025		September 30, 2024
Net sales
Products	$	2,150,842	$	2,128,821
Service	745,822		698,413
Total net sales	2,896,664		2,827,234
Cost of sales
Products	837,985		815,703
Service	343,468		325,263
Gross profit	1,715,211		1,686,268
Research and development	146,774		139,303
Selling, general and administrative	738,488		698,963
Amortization	54,796		54,649
Interest expense	51,127		56,781
Restructuring charges	13,296		17,624
Other charges (income), net	( 9,105 )		( 3,728 )
Earnings before taxes	719,835		722,676
Provision for taxes	136,407		111,837
Net earnings	$	583,428	$	610,839

Basic earnings per common share:
Net earnings	$	28.20	$	28.69
Weighted average number of common shares	20,687,609		21,288,202

Diluted earnings per common share:
Net earnings	$	28.12	$	28.55
Weighted average number of common and common equivalent shares	20,746,950		21,396,456

Comprehensive income, net of tax (Note 10)	$	513,351	$	602,872

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

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METTLER-TOLEDO INTERNATIONAL INC.

INTERIM CONSOLIDATED BALANCE SHEETS

As of September 30, 2025 and December 31, 2024

(In thousands, except share data)

(unaudited)


	September 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	69,065	$	59,362
Trade accounts receivable, less allowances of $16,535 at September 30, 2025
and $16,657 at December 31, 2024	687,264		687,112
Inventories	401,808		342,274
Other current assets and prepaid expenses	123,065		105,158
Total current assets	1,281,202		1,193,906
Property, plant and equipment, net	817,738		770,280
Goodwill	731,206		668,914
Other intangible assets, net	278,354		257,143
Deferred tax assets, net	36,191		34,586
Other non-current assets	376,775		315,170
Total assets	$	3,521,466	$	3,239,999
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	247,404	$	215,843
Accrued and other liabilities	194,927		187,701
Accrued compensation and related items	184,565		184,532
Deferred revenue and customer prepayments	234,256		204,166
Taxes payable	267,367		193,328
Short-term borrowings and current maturities of long-term debt	63,609		182,623
Total current liabilities	1,192,128		1,168,193
Long-term debt	2,146,249		1,831,265
Deferred tax liabilities, net	108,037		103,953
Other non-current liabilities	324,250		263,478
Total liabilities	3,770,664		3,366,889
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 20,428,445 shares and 20,949,461 shares at September 30, 2025 and December 31, 2024, respectively	448		448
Additional paid-in capital	917,248		897,025
Treasury stock at cost (24,357,566 shares at September 30, 2025 and 23,836,550 shares at December 31, 2024)	( 9,705,783 )		( 9,049,925 )
Retained earnings	8,954,824		8,371,420
Accumulated other comprehensive loss	( 415,935 )		( 345,858 )
Total shareholders' equity	( 249,198 )		( 126,890 )
Total liabilities and shareholders’ equity	$	3,521,466	$	3,239,999

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’ EQUITY

Nine months ended September 30, 2025 and 2024

(In thousands, except share data)

(unaudited)


				Additional Paid-in Capital						Accumulated Other Comprehensive Income (Loss)
	Common Stock					Treasury Stock		Retained Earnings
	Shares	Amount										Total
Balance at December 31, 2023	21,526,172	$	448	$	871,110	$	( 8,212,437 )	$	7,510,756	$	( 319,815 )	$	( 149,938 )
Exercise of stock options and restricted stock units	4,898	—		585		1,406		( 160 )		—		1,831
Repurchases of common stock	( 173,700 )	—		—		( 212,499 )		—		—		( 212,499 )
Excise tax on net repurchases of common stock	—	—		—		( 2,083 )		—		—		( 2,083 )
Share-based compensation	—	—		4,722		—		—		—		4,722
Net earnings	—	—		—		—		177,509		—		177,509
Other comprehensive income (loss), net of tax	—	—		—		—		—		21,741		21,741
Balance at March 31, 2024	21,357,370	$	448	$	876,417	$	( 8,425,613 )	$	7,688,105	$	( 298,074 )	$	( 158,717 )
Exercise of stock options and restricted stock units	18,640	—		856		5,449		—		—		6,305
Repurchases of common stock	( 156,792 )	—		—		( 212,499 )		—		—		( 212,499 )
Excise tax on net repurchases of common stock	—	—		—		( 1,913 )		—		—		( 1,913 )
Share-based compensation	—	—		4,541		—		—		—		4,541
Net earnings	—	—		—		—		221,814		—		221,814
Other comprehensive income (loss), net of tax	—	—		—		—		—		( 12,293 )		( 12,293 )
Balance at June 30, 2024	21,219,218	$	448	$	881,814	$	( 8,634,576 )	$	7,909,919	$	( 310,367 )	$	( 152,762 )
Exercise of stock options and restricted stock units	35,371	—		3,689		10,524		( 10 )		—		14,203
Repurchases of common stock	( 151,921 )	—		—		( 212,499 )		—		—		( 212,499 )
Excise tax on net repurchases of common stock	—	—		—		( 1,755 )		—		—		( 1,755 )
Share-based compensation	—	—		4,359		—		—		—		4,359
Net earnings	—	—		—		—		211,516		—		211,516
Other comprehensive income (loss), net of tax	—	—		—		—		—		( 17,415 )		( 17,415 )
Balance at September 30, 2024	21,102,668	$	448	$	889,862	$	( 8,838,306 )	$	8,121,425	$	( 327,782 )	$	( 154,353 )

Balance at December 31, 2024	20,949,461	$	448	$	897,025	$	( 9,049,925 )	$	8,371,420	$	( 345,858 )	$	( 126,890 )
Exercise of stock options and restricted stock units	4,282	—		896		1,318		( 16 )		—		2,198
Repurchases of common stock	( 170,957 )	—		—		( 218,749 )		—		—		( 218,749 )
Excise tax on net repurchases of common stock	—	—		—		( 2,026 )		—		—		( 2,026 )
Share-based compensation	—	—		5,139		—		—		—		5,139
Net earnings	—	—		—		—		163,587		—		163,587
Other comprehensive income (loss), net of tax	—	—		—		—		—		( 5,241 )		( 5,241 )
Balance at March 31, 2025	20,782,786	$	448	$	903,060	$	( 9,269,382 )	$	8,534,991	$	( 351,099 )	$	( 181,982 )
Exercise of stock options and restricted stock units	13,307	—		2,705		4,159		—		—		6,864
Repurchases of common stock	( 197,053 )	—		—		( 218,748 )		—		—		( 218,748 )
Excise tax on net repurchases of common stock	—	—		—		( 2,115 )		—		—		( 2,115 )
Share-based compensation	—	—		5,382		—		—		—		5,382
Net earnings	—	—		—		—		202,348		—		202,348
Other comprehensive income (loss), net of tax	—	—		—		—		—		( 70,542 )		( 70,542 )
Balance at June 30, 2025	20,599,040	$	448	$	911,147	$	( 9,486,086 )	$	8,737,339	$	( 421,641 )	$	( 258,793 )
Exercise of stock options and restricted stock units	3,811	—		595		1,210		( 8 )		—		1,797
Repurchases of common stock	( 174,406 )	—		—		( 218,749 )		—		—		( 218,749 )
Excise tax on net repurchases of common stock	—	—		—		( 2,158 )		—		—		( 2,158 )
Share-based compensation	—	—		5,506		—		—		—		5,506
Net earnings	—	—		—		—		217,493		—		217,493
Other comprehensive income (loss), net of tax	—	—		—		—		—		5,706		5,706
Balance at September 30, 2025	20,428,445	$	448	$	917,248	$	( 9,705,783 )	$	8,954,824	$	( 415,935 )	$	( 249,198 )

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 CASH FLOWS

Nine months ended September 30, 2025 and 2024

(In thousands)

(unaudited)


	September 30, 2025		September 30, 2024
Cash flows from operating activities:
Net earnings	$	583,428	$	610,839
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation	38,049		37,709
Amortization	54,796		54,649
Deferred tax benefit	( 5,127 )		( 5,061 )
Share-based compensation	16,027		13,622
Non-cash discrete tax benefit	—		(22,982)
Increase (decrease) in cash resulting from changes in:
Trade accounts receivable, net	40,385		22,616
Inventories	( 27,434 )		8,834
Other current assets	( 4,743 )		( 1,775 )
Trade accounts payable	18,580		( 7,807 )
Taxes payable	50,040		5,693
Accruals and other	( 33,814 )		( 14,178 )
Net cash provided by operating activities	730,187		702,159
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment	—		733
Purchase of property, plant and equipment	( 65,620 )		( 62,622 )
Acquisitions	( 75,428 )		( 2,473 )
Other investing activities	( 12,421 )		( 4,048 )
Net cash used in investing activities	( 153,469 )		( 68,410 )
Cash flows from financing activities:
Proceeds from borrowings	1,558,207		1,561,649
Repayments of borrowings	( 1,474,937 )		( 1,576,862 )
Proceeds from stock option exercises	10,859		22,339
Repurchases of common stock	( 656,246 )		( 637,497 )
Other financing activities	( 920 )		( 1,913 )
Net cash used in financing activities	( 563,037 )		( 632,284 )
Effect of exchange rate changes on cash and cash equivalents	( 3,978 )		302
Net increase (decrease) in cash and cash equivalents	9,703		1,767
Cash and cash equivalents:
Beginning of period	59,362		69,807
End of period	$	69,065	$	71,574

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 (Unaudited)

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

1. BASIS OF PRESENTATION

Mettler-Toledo International Inc. (Mettler-Toledo or the Company) is a leading global supplier of precision instruments and services. The Company manufactures weighing instruments for use in laboratory, industrial, packaging, logistics and food retailing applications. The Company also manufactures several related analytical instruments and provides automated chemistry solutions used in drug and chemical compound discovery and development. In addition, the Company manufactures metal detection and other end-of-line inspection systems used in production and packaging and provides solutions for use in certain process analytics applications. The Company's primary manufacturing facilities are located in China, Germany, Switzerland, the United Kingdom, the United States and Mexico. The Company's principal executive offices are located in Columbus, Ohio and Greifensee, Switzerland.

The accompanying interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include all entities in which the Company has control, which are its wholly-owned subsidiaries. The interim consolidated financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

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, 2025 are not necessarily indicative of the results to be expected for the full year ending December 31, 2025.

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 September 30, 2025 and through the date of this report. Actual results may differ from those estimates due to uncertainty around ongoing developments related to global trade/tariffs, governmental policies, the geopolitical environment, the conflict in Ukraine and continuing instability in the Middle East, as well as other factors.

All intercompany transactions and balances have been eliminated.

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 expected credit losses represents the Company’s best estimate based on historical information, current information, and reasonable and supportable forecasts of future events and circumstances.

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METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

Inventories

Inventories are valued at the lower of cost or net realizable value. Cost, which includes direct materials, labor and overhead, is generally determined using the first in, first out (FIFO) method. The estimated net realizable value is based on assumptions for future demand and related pricing. Adjustments to the cost basis of the Company’s inventory are made for excess and obsolete items based on usage, orders and technological obsolescence. If actual market conditions are less favorable than those projected by management, reductions in the value of inventory may be required in the future.

Inventories consisted of the following:


	September 30, 2025		December 31, 2024
Raw materials and parts	$	179,300	$	161,416
Work-in-progress	81,296		69,488
Finished goods	141,212		111,370
Total inventory	$	401,808	$	342,274

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 factors to determine whether it is more likely than not that the fair values of the assets are less than their carrying amounts.

Other intangible assets include indefinite-lived assets and assets subject to amortization. Where applicable, amortization is charged on a straight-line basis over the expected period to be benefited. The straight-line method of amortization reflects an appropriate allocation of the cost of the intangible assets to earnings in proportion to the amount of economic benefits obtained by the Company in each reporting period. The Company assesses the initial acquisition of intangible assets in accordance with the provisions of ASC 805 "Business Combinations" and the continued accounting for previously recognized intangible assets and goodwill in accordance with the provisions of ASC 350 "Intangibles - Goodwill and Other" and ASC 360 "Property, Plant and Equipment".

Other intangible assets consisted of the following:


	September 30, 2025						December 31, 2024
	Gross Amount		Accumulated Amortization		Intangibles, Net		Gross Amount		Accumulated Amortization		Intangibles, Net
Customer relationships	$	326,190	$	( 128,952 )	$	197,238	$	289,178	$	( 116,812 )	$	172,366
Proven technology and patents	129,944		( 90,664 )		39,280		123,971		( 80,634 )		43,337
Tradenames (finite life)	8,221		( 6,264 )		1,957		7,853		( 5,308 )		2,545
Tradenames (indefinite life)	35,792		—		35,792		35,088		—		35,088
Other	14,137		( 10,050 )		4,087		12,426		( 8,619 )		3,807
	$	514,284	$	( 235,930 )	$	278,354	$	468,516	$	( 211,373 )	$	257,143

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METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

The Company recognized amortization expense associated with the above intangible assets of $ 7.6 million and $ 6.8 million for the three months ended September 30, 2025 and 2024, respectively, and $ 20.8 million and $ 20.3 million for the nine months ended September 30, 2025 and 2024, respectively. The annual aggregate amortization expense based on the current balance of other intangible assets is estimated to be $ 28.7 million for 2025, $ 27.7 million for 2026, $ 27.0 million for 2027, $ 24.3 million for 2028, $ 22.2 million for 2029, and $ 21.3 million for 2030. Purchased intangible amortization was $ 7.1 million, $ 5.4 million after tax, and $ 6.4 million, $ 5.0 million after tax, for the three months ended September 30, 2025 and 2024, respectively, and $ 19.9 million, $ 15.3 million after tax, and $ 19.5 million, $ 15.1 million after tax, for the nine months ended September 30, 2025 and 2024, respectively.

In addition to the above amortization, the Company recorded amortization expense associated with capitalized software of $ 12.4 million and $ 11.4 million for the three months ended September 30, 2025 and 2024, respectively, and $ 33.9 million and $ 34.2 million for the nine months ended September 30, 2025 and 2024, 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 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 on these distributor arrangements upon transfer of control to the distributor. Contracts do not contain variable pricing arrangements that are retrospective, except for rebate programs. Rebates are estimated based on expected sales volumes and offset against revenue at the time such revenue is recognized. The Company generally maintains the right to accept or reject a product return in its terms and conditions and also maintains appropriate accruals for outstanding credits. The related provisions for estimated returns and rebates are immaterial to the consolidated financial statements.

Certain of the Company’s product arrangements include separate performance obligations, primarily related to installation. Such performance obligations are accounted for separately when the deliverables have stand-alone value and the satisfaction of the undelivered performance obligations is probable and within the Company's control. The allocation of revenue between the performance obligations is based on the observable stand-alone selling prices at the time of the sale in accordance with a number of factors including service technician billing rates, time to install, and geographic location.

Software is generally not considered a distinct performance obligation with the exception of a limited number of software applications. The Company primarily sells software products with the related hardware instrument as the software is embedded in the product. The Company’s products typically require no significant production, modification, or customization of the hardware or software that is essential to the functionality of the products.

Service revenue not under contract is recognized upon the completion of the service performed. Revenue from spare parts sold on a stand-alone basis is recognized when control is transferred to the customer, which is generally at the time of shipment or delivery. Revenue from service contracts is recognized ratably over the contract period using a time-based method. These contracts represent an obligation to perform repair and other services including regulatory compliance qualification, calibration, certification, and preventative maintenance on a customer’s pre-defined equipment over the contract period.

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METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

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 recognized $ 5.5 million and $ 16.0 million of share-based compensation expense for the three and nine months ended September 30, 2025, respectively, compared to $ 4.4 million and $ 13.6 million for the corresponding periods in 2024.

Research and Development

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

Business Combinations and Asset Acquisitions

The Company accounts for business acquisitions under the accounting standards for business combinations using the acquisition method of accounting. The results of each acquisition are included in the Company's consolidated results as of the acquisition date. The purchase price of an acquisition is generally allocated to tangible and intangible assets and assumed liabilities based on their estimated fair values and any consideration in excess of the net assets acquired is recognized as goodwill. The determination of the fair values of the acquired assets and assumed liabilities, including goodwill and intangible assets, require significant judgment. Acquisition transaction costs are expensed when incurred.

In circumstances where an acquisition involves a contingent consideration arrangement, the Company recognizes a liability equal to the fair value of the expected contingent payments as of the acquisition date. Subsequent changes in the fair value of the contingent consideration are recorded to other charges (income), net.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07: Improvements to Reportable Segment Disclosures which requires incremental disclosures about a public entity's reportable segments but does not change the definition of a segment or the guidance for determining reportable segments. The Company adopted these annual disclosure requirements on a retrospective basis in 2024. See Note 14 for the quarterly reportable segments disclosures.

In December 2023, the FASB issued ASU 2023-09: Improvements to Income Tax Disclosures, which enhances income tax disclosures, especially related to the rate reconciliation and income taxes paid information. The Company will adopt the annual disclosure requirements prospectively in 2025 and is currently evaluating the impact of these requirements on the consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03: Disaggregation of Income Statement Expenses, which requires disclosures about the nature of expenses presented on the face of the income statement. The Company will adopt the annual disclosure requirements in 2027 and is currently evaluating the impact of this guidance on the consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06: Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software costs. The guidance is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. The Company has not determined when and how it will adopt this guidance and is currently evaluating the impact on the consolidated financial statements.

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METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

3. REVENUE

The Company disaggregates revenue from contracts with customers by product, service, timing of revenue recognition and geography. A summary of revenue by the Company’s reportable segments for the three and nine months ended September 30, 2025 and 2024 follows:


For the three months ended September 30, 2025	U.S. Operations		Swiss Operations		Western European Operations		Chinese Operations		Other Operations		Total
Product Revenue	$	278,252	$	39,832	$	152,897	$	150,526	$	145,141	$	766,648
Service Revenue:
Point in time	80,158		8,800		48,323		11,795		42,215		191,291
Over time	27,440		3,440		25,956		4,643		10,281		71,760
Total	$	385,850	$	52,072	$	227,176	$	166,964	$	197,637	$	1,029,699


For the three months ended September 30, 2024	U.S. Operations		Swiss Operations		Western European Operations		Chinese Operations		Other Operations		Total
Product Revenue	$	253,663	$	42,311	$	135,271	$	147,851	$	136,497	$	715,593
Service Revenue:
Point in time	72,240		7,969		43,250		11,852		36,370		171,681
Over time	25,139		3,155		23,316		4,697		10,954		67,261
Total	$	351,042	$	53,435	$	201,837	$	164,400	$	183,821	$	954,535


For the nine months ended September 30, 2025	U.S. Operations		Swiss Operations		Western European Operations		Chinese Operations		Other Operations		Total
Product Revenue	$	797,101	$	113,592	$	417,320	$	425,358	$	397,471	$	2,150,842
Service Revenue:
Point in time	227,822		25,780		137,462		31,530		109,576		532,170
Over time	79,201		9,557		74,679		13,261		36,954		213,652
Total	$	1,104,124	$	148,929	$	629,461	$	470,149	$	544,001	$	2,896,664


For the nine months ended September 30, 2024	U.S. Operations		Swiss Operations		Western European Operations		Chinese Operations		Other Operations		Total
Product Revenue	$	768,744	$	125,350	$	423,919	$	425,298	$	385,510	$	2,128,821
Service Revenue:
Point in time	219,213		23,348		129,289		33,506		102,194		507,550
Over time	71,423		9,172		65,707		13,178		31,383		190,863
Total	$	1,059,380	$	157,870	$	618,915	$	471,982	$	519,087	$	2,827,234

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METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

A breakdown of net sales to external customers by geographic customer destination for the three and nine months ended September 30 follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Americas	$	431,522	$	393,620	$	1,223,530	$	1,181,992
Europe	292,862		259,993		814,940		792,690
Asia / Rest of World	305,315		300,922		858,194		852,552
Total	$	1,029,699	$	954,535	$	2,896,664	$	2,827,234

The Company's glo bal revenue mix by product category is laboratory ( 55 % of sales), industrial ( 40 % of sales) and retail ( 5 % of sales). The Company's product revenue by reportable segment is proportionately similar to the Company's global revenue mix except the Company's Swiss Operations is largely comprised of laboratory products while the Company's Chinese Operations has a slightly higher percentage of industrial products. A breakdown of the Company’s sales by p roduct category for the three and nine months ended September 30 is as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Laboratory	$	564,767	$	534,835	$	1,602,907	$	1,583,123
Industrial	406,395		365,514		1,142,223		1,091,616
Retail	58,537		54,186		151,534		152,495
Total	$	1,029,699	$	954,535	$	2,896,664	$	2,827,234

The payment terms in the Company’s contracts with customers do not exceed one year and therefore contracts do not contain a significant financing component. In most cases, after appropriate credit evaluations, payments are due in arrears and are recognized as receivables. Unbilled revenue is recorded when performance obligations have been satisfied, but not yet billed to the customer. Unbilled revenue as of September 30, 2025 and December 31, 2024 was $ 43.2 million and $ 32.6 million, respectively, and is included within accounts receivable. Deferred revenue and customer prepayments are recorded when cash payments are received or due in advance of the performance obligation being satisfied. Deferred revenue primarily includes prepaid service contracts, as well as deferred installation.

Changes in the components of deferred revenue and customer prepayments during the nine month periods ended September 30, 2025 and 2024 are as follows:


	2025		2024
Beginning balance as of January 1	$	204,166	$	202,022
Customer pre-payments/deferred revenue	532,093		483,079
Revenue recognized	( 513,038 )		( 474,832 )
Foreign currency translation	11,035		381
Ending balance as of September 30	$	234,256	$	210,650

The Company generally expenses sales commissions when incurred because the contract period is one year or less. These costs are recorded within selling, general, and administrative expenses. The value of unsatisfied performance obligations other than customer prepayments and deferred revenue associated with contracts greater than one year is immaterial.

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METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

4. ACQUISITIONS

During the third quarter of 2025, the Company acquired several companies related to its North American distribution and an extension of its life science equipment offering. The cumulative initial cash payments were $72.6 million and the Company may be required to pay additional consideration of up to $31.2 million. The additional consideration is based upon various financial thresholds measured over a period of one to three years after the closing of the respective transaction. The estimated fair value of the aggregate contingent consideration obligation at the time of acquisition of $16.8 million was determined using a Monte Carlo simulation based on the Company's forecast of future financial results.

Goodwill recorded in connection with the acquisitions totaled $48.4 million, which is deductible for tax purposes. Goodwill of $34.8 million and $13.6 million are included in the Company’s U.S. Operations segment and Other Operations segment, respectively. Identified intangible finite-life assets acquired include customer relationships of $30.3 million. The Company used variations of the income approach in determining the fair value of the intangible assets acquired. Specifically, the multi-period excess earnings method was used to determine the fair value of the customer relationships acquired. The Company's determination of the fair value of the acquired intangible assets involved the use of estimates and assumptions principally related to revenue growth, and customer attrition rates.

The identifiable finite-life intangible assets will be amortized on a straight-line basis over periods of 5 to 10 years and the annual aggregate amortization expense is estimated at $3.3 million. Net tangible assets acquired were $7.7 million and were recorded at fair value in the consolidated financial statements. Acquired assets of $6.6 million and $1.1 million are included in the Company's U.S. Operations segment and Other Operations segment, respectively.

5. FINANCIAL INSTRUMENTS

The Company has limited involvement with derivative financial instruments and does not use them for trading purposes. The Company enters into certain interest rate and cross currency swap agreements in order to manage its exposure to changes in interest rates. The amount of the Company's fixed obligation interest payments may change based upon the expiration dates of its interest rate and cross currency swap 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 portion of the cash flow hedges, also see Note 6 and Note 10 to the interim consolidated financial statements. As also described in Note 8, the Company has designated its euro-denominated debt as a hedge of a portion of its net investment in euro-denominated foreign subsidiaries.

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METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

Cash Flow Hedges

The Company has entered into a number of cross currency swaps designated as cash flow hedges. The agreements convert borrowings under the Company’s credit facility into synthetic Swiss franc debt, which allows the Company to effectively change the floating rate SOFR-based interest payments, excluding the credit spread, to a fixed Swiss franc income or expense as follows:

Agreement Date

Amount
Converted

Effective Swiss Franc
Interest Rate

Maturity Date

June 2019

$50 million

(0.82)%

June 2023

November 2021

$50 million

(0.67)%

November 2023

June 2021

$50 million

(0.73)%

June 2024

June 2021

$50 million

(0.59)%

June 2025

December 2023

$50 million

1.04%

November 2026

November 2023

$50 million

1.16%

November 2026

June 2023

$50 million

1.55%

June 2027

June 2024

$50 million

1.15%

June 2027

June 2025

$50 million

(0.21)%

June 2028

In June 2025, the Company entered into a cross currency swap arrangement, as summarized above, to replace the cross currency swap that matured in June 2025. The new swap was designated as an effective cash flow hedge.

The Company's cash flow hedges are recorded gross at fair value in the consolidated balance sheet at September 30, 2025 and December 31, 2024, respectively. A derivative gain of $ 5.0 million based upon interest rates at September 30, 2025, is expected to be reclassified from other comprehensive income (loss) to earnings in the next twelve months. The cash flow hedges remain effective as of September 30, 2025.

Other Derivatives

The Company enters into foreign currency forward contracts in order to economically hedge short-term trade and non-trade intercompany balances largely denominated in Swiss franc, other major European currencies, and the Chinese renminbi with its foreign businesses. In accordance with U.S. GAAP, these contracts are considered “derivatives not designated as hedging instruments.” Gains or losses on these instruments are reported in current earnings. The foreign currency forward contracts are recorded at fair value in the consolidated balance sheet at September 30, 2025 and December 31, 2024, as disclosed in Note 5. The Company recognized in other charges (income) a net gain of $ 2.0 million and a net loss of $ 3.1 million during the three months ended September 30, 2025 and 2024, respectively, and a net loss of $ 9.3 million and a net gain of $ 1.5 million during the nine months ended September 30, 2025 and 2024, respectively, which offset the related transaction gains (losses) associated with these contracts. At September 30, 2025 and December 31, 2024, these contracts had a notional value of $ 913.9 million and $ 788.6 million, respectively.

6. FAIR VALUE MEASUREMENTS

At September 30, 2025 and December 31, 2024, the Company had derivative assets totaling $ 1.4 million and $ 9.2 million respectively, and derivative liabilities totaling $ 33.7 million and $ 8.5 million, respectively. The Company has limited involvement with derivative financial instruments and therefore does not present all the required disclosures in tabular format. The fair values of the cross-currency swap agreements and foreign currency forward contracts that economically hedge short-term intercompany balances are estimated based upon inputs from current valuation information obtained from dealer quotes

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METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

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, 2025 and December 31, 2024.

Under U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement consists of observable and unobservable inputs that reflect the assumptions that a market participant would use in pricing an asset or liability.

A fair value hierarchy has been established that categorizes these inputs into three levels:

Level 1: Quoted prices in active markets for identical assets and liabilities

Level 2: Observable inputs other than quoted prices in active markets for identical assets and liabilities

Level 3: Unobservable inputs

The following table presents the Company's assets and liabilities, which are all categorized as Level 2, that are measured at fair value on a recurring basis. The Company does not have any assets or liabilities which are categorized as Level 1:


	September 30, 2025		December 31, 2024		Balance Sheet Classification
Foreign currency forward contracts not designated as hedging instruments	$	1,397	$	7,949	Other current assets and prepaid expenses
Cash Flow Hedges:
Cross currency swap agreement	—		$	855	Other current assets and prepaid expenses
Cross currency swap agreement	—		398		Other non-current assets
Total derivative assets	$	1,397	$	9,202

Foreign currency forward contracts not designated as hedging instruments	$	1,652	$	4,078	Accrued and other liabilities
Cash Flow Hedges:
Cross currency swap agreement	—		—		Accrued and other liabilities
Cross currency swap agreement	32,074		4,463		Other non-current liabilities
Total derivative liabilities	$	33,726	$	8,541

The Company had $ 12.5 million and $ 3.7 million of cash equivalents at September 30, 2025 and December 31, 2024, respectively, the fair value of which is determined using Level 2 inputs, through quoted and corroborated prices in active markets. The fair value of cash equivalents approximates cost.

The fair value of the Company's debt is less than the carrying value by approximately $ 183.8 million as of September 30, 2025. 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 Company has acquisition-related contingent consideration obligations totaling $16.8 million based upon actual results and future financial projections as of September 30, 2025. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement.

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METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

7. INCOME TAXES

The Company's reported tax rate was 19.2 % and 18.3 % during the three months ended September 30, 2025 and 2024, respectively and 18.9 % and 15.5 % during the nine months ended September 30, 2025 and 2024, respectively. The provision for taxes is based upon using the Company's projected annual effective tax rate of 19.0 % before non-recurring discrete tax items during 2025 and 2024. The difference between the Company's projected annual effective tax rate and the reported tax rate is primarily related to the timing of excess tax benefits associated with stock option exercises. The reported tax rate for the nine month period ended September 30, 2024 also includes a non-cash discrete tax benefit of $23 million resulting from the reduction of uncertain tax position liabilities related to the settlement of a tax audit.

On July 4, 2025, the United States enacted new tax legislation into law. The Company reflected the impact of the legislation, which was not material, during the three months ended September 30, 2025. The Company does not expect the legislation to have a material impact on its projected annual income tax rate or consolidated financial statements..

8. DEBT

Debt consisted of the following at September 30, 2025:


	U.S. Dollar		Other Principal Trading Currencies		Total
3.91% $75 million ten-year Senior Notes due June 25, 2029	75,000		—		75,000
5.45% $150 million ten-year Senior Notes due March 1, 2033	150,000		—		150,000
2.83% $125 million twelve-year Senior Notes due July 22, 2033	125,000		—		125,000
3.19% $50 million fifteen-year Senior Notes due January 24, 2035	50,000		—		50,000
2.81% $150 million fifteen-year Senior Note due March 17, 2037	150,000		—		150,000
2.91% $150 million fifteen-year Senior Note due September 1, 2037	150,000		—		150,000
1.47% Euro 125 million fifteen-year Senior Notes due June 17, 2030	—		146,260		146,260
1.30% Euro 135 million fifteen-year Senior Notes due November 6, 2034	—		157,961		157,961
1.06% Euro 125 million fifteen-year Senior Notes due March 19, 2036	—		146,260		146,260
3.80% Euro 100 million 10 1/2-year Senior Notes due July 9, 2035	—		117,008		117,008
Debt issuance costs, net	( 2,141 )		( 1,807 )		( 3,948 )
Total Senior Notes	697,859		565,682		1,263,541
$1.35 billion Credit Agreement, interest at benchmark plus 87.5 basis points (a)	491,556		381,515		873,071
Other local arrangements	13,100		60,146		73,246
Total debt	1,202,515		1,007,343		2,209,858
Less: current portion	( 3,898 )		( 59,711 )		( 63,609 )
Total long-term debt	$	1,198,617	$	947,632	$	2,146,249

(a) 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.

On May 30, 2024, the Company entered into a $1.35 billion Credit Agreement (the Credit Agreement), which amended its $1.25 billion Amended and Restated Credit Agreement (the Prior Credit Agreement). As of September 30, 2025, the Company had $ 472.4 million of additional borrowings

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METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

available under its Credit Agreement, and the Company maintained $ 69.1 million of cash and cash equivalents.

The Credit Agreement is provided by a group of financial institutions (similar to the Company's Prior Credit Agreement) and has a maturity date of 2029. It is a revolving credit facility and is not subject to any scheduled principal payments prior to maturity. The obligations under the Credit Agreement are unsecured.

Borrowings under the Credit Agreement bear interest at current market rates plus a margin based on the Company’s consolidated leverage ratio. The Company must also pay facility fees that are tied to its leverage ratio. The Credit Agreement contains covenants that are similar to those contained in the prior Credit Agreement, with which the Company was in compliance as of September 30, 2025. The Company is required to maintain (i) a ratio of net funded indebtedness to EBITDA of 3.5 to 1.0 or less, except in certain circumstances and (ii) an interest coverage ratio of 3.0 to 1.0 or greater. The Credit Agreement also places certain limitations on the Company, including limiting the ability to incur liens or indebtedness at a subsidiary level. In addition, the Credit Agreement has several events of default, with customary grace periods applicable.

In January 2025, the Company entered into an agreement to issue and sell EUR 100 million 10 1/2-year Senior Notes with a fixed interest rate of 3.8% (3.8% Euro Senior Notes) in a private placement, which will mature in July 2035. The 3.8% Euro Senior Notes are unsecured obligations of the Company, and the terms are consistent with the previous Notes as disclosed in Note 10 to the Company's consolidated financial statements for the year ended December 31, 2024. The Company used the proceeds from the sale of the notes to refinance existing indebtedness and for other general corporate purposes.

The Company has designated the EUR 125 million 1.47% Euro Senior Notes, the EUR 135 million 1.30% Euro Senior Notes, the EUR 125 million 1.06% Euro Senior Notes, and the EUR 100 million 3.80% Euro Senior Notes as a hedge of a portion of its net investment in euro-denominated foreign subsidiaries to reduce foreign currency risk associated with the net investment. Changes in the carrying value of this debt resulting from fluctuations in the euro to U.S. dollar exchange rate are recorded as foreign currency translation adjustments within other comprehensive income (loss). The Company recorded in other comprehensive income (loss) related to this net investment hedge an unrealized gain of $ 0.1 million and unrealized loss of $ 17.9 million for the three months ended September 30, 2025 and 2024, respectively, and an unrealized loss of $ 63.7 million and unrealized loss of $ 4.6 million for the nine month periods ended September 30, 2025 and 2024, respectively. The Company has an unrealized loss of $ 21.4 million recorded in accumulated other comprehensive income (loss) as of September 30, 2025.

Other Local Arrangements

In April 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 conditions, which include an interest rate of SARON plus 87.5 basis points. The loans were renewed for one year in April 2025.

9. SHARE REPURCHASE PROGRAM AND TREASURY STOCK

In November 2025, the Company's Board of Directors authorized an additional $2.75 billion to be added to its share repurchase program, which had $ 1.1 billion of remaining availability as of September 30, 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.

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METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

The Company has purchased 32.9 million shares at an average price per share of $317.56 since the inception of the program in 2004 through September 30, 2025. During the nine months ended September 30, 2025 and 2024, the Company spent $ 656.2 million and $ 637.5 million on the repurchase of 542,416 shares and 482,413 shares at an average price per share of $ 1,209.84 and $ 1,321.46 , respectively. The Company also reissued 21,400 shares and 58,909 shares held in treasury upon the exercise of stock options and vesting of restricted stock units during the nine months ended September 30, 2025 and 2024, respectively. In addition, the Company incurred $2.2 million and $1.8 million of excise tax during the three months ended September 30, 2025 and 2024, respectively, and $6.3 million and $5.8 million of excise tax during the nine months ended September 30, 2025 and 2024, respectively related to the Inflation Reduction Act which is reflected as a reduction in shareholders' equity in the Company's consolidated financial statements.

10. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss), net of tax consisted of the following as of September 30:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Net earnings	$	217,493	$	211,516	$	583,428	$	610,839
Other comprehensive income (loss), net of tax	5,706		( 17,415 )		( 70,077 )		( 7,967 )
Comprehensive income, net of tax	$	223,199	$	194,101	$	513,351	$	602,872

The following table presents changes in accumulated other comprehensive income by component for the nine months ended September 30, 2025 and 2024:


	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, 2024	$	( 133,503 )	$	( 3,920 )	$	( 208,435 )	$	( 345,858 )
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on cash flow hedging arrangements	—		( 17,013 )		—		( 17,013 )
Foreign currency translation adjustment	( 55,984 )		—		( 23,390 )		( 79,374 )
Amounts recognized from accumulated other comprehensive income (loss), net of tax	—		16,781		9,529		26,310
Net change in other comprehensive income (loss), net of tax	( 55,984 )		( 232 )		( 13,861 )		( 70,077 )
Balance at September 30, 2025	$	( 189,487 )	$	( 4,152 )	$	( 222,296 )	$	( 415,935 )

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METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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


	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, 2023	$	( 117,230 )	$	120	$	( 202,705 )	$	( 319,815 )
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on cash flow hedging arrangements	—		4,448		—		4,448
Foreign currency translation adjustment	( 12,677 )		—		1,677		( 11,000 )
Amounts recognized from accumulated other comprehensive income (loss), net of tax	—		( 8,767 )		7,352		( 1,415 )
Net change in other comprehensive income (loss), net of tax	( 12,677 )		( 4,319 )		9,029		( 7,967 )
Balance at September 30, 2024	$	( 129,907 )	$	( 4,199 )	$	( 193,676 )	$	( 327,782 )

The following table presents a mounts recognized from ac cumulated other comprehensive income (loss) for the three and nine month periods ended September 30:


	Three Months Ended
	September 30,
	2025		2024		Location of Amounts Recognized in Earnings
Effective portion of (gains) losses on cash flow hedging arrangements:
Cross currency swap agreement	$	( 1,162 )	$	11,042	(a)
Provision for taxes	( 221 )		2,098		Provision for taxes
Total, net of taxes	$	( 941 )	$	8,944

Recognition of defined benefit pension and post-retirement items:
Recognition of actuarial losses and prior service cost, before taxes	$	4,107	$	3,125	(b)
Provision for taxes	806		636		Provision for taxes
Total, net of taxes	$	3,301	$	2,489

(a) The cross currency swap reflects an unrealized loss of $ 0.9 million for the three months ended September 30, 2025 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 $ 2.1 million recorded in interest expense for the three months ended September 30, 2025.

(b) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension and post-retirement cost. See Note 12 for additional details for the three months ended September 30, 2025 and 2024.

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METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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


	Nine Months Ended
	September 30,
	2025		2024		Location of Amounts Recognized in Earnings
Effective portion of (gains) losses on cash flow hedging arrangements:
Cross currency swap agreement	$	20,717	$	( 10,823 )	(a)
Provision for taxes	3,936		( 2,056 )		Provision for taxes
Total, net of taxes	$	16,781	$	( 8,767 )

Recognition of defined benefit pension and post-retirement items:
Recognition of actuarial losses and prior service cost, before taxes	$	11,867	$	9,231	(b)
Provision for taxes	2,338		1,879		Provision for taxes
Total, net of taxes	$	9,529	$	7,352

(a) The cross currency swap reflects an unrealized loss of $ 27.1 million for the nine months ended September 30, 2025 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 $ 6.4 million recorded in interest expense for the nine months ended September 30, 2025.

11. EARNINGS PER COMMON SHARE

In accordance with the treasury stock method, the Company has included the following common equivalent shares in the calculation of diluted weighted average number of common shares outstanding for the three and nine months ended September 30, relating to outstanding stock options and restricted stock units:


	2025	2024
Three months ended	60,421	102,669
Nine months ended	59,341	108,254

Outstanding options and restricted stock units to purchase or receive 72,958 and 45,292 shares of common stock for the three month period ended September 30, 2025 and 2024, 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. Options and restricted stock units to purchase or receive 92,090 and 60,982 shares for the nine month period ended September 30, 2025 and 2024, respectively, have been excluded from the calculation of diluted weighted average of common and common equivalent shares as such options and restricted stock units would be anti-dilutive.

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METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

12. NET PERIODIC PENSION 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:


	U.S. Pension Benefits				Non-U.S. Pension Benefits				Other U.S. Post-retirement Benefits				Total
	2025		2024		2025		2024		2025		2024		2025		2024
Service cost, net	$	233	$	397	$	4,923	$	4,040	$	—	$	—	$	5,156	$	4,437
Interest cost on projected benefit obligations	1,201		1,192		3,941		4,503		6		7		5,148		5,702
Expected return on plan assets	( 1,428 )		( 1,368 )		( 11,397 )		( 9,394 )		—		—		( 12,825 )		( 10,762 )
Recognition of prior service cost	—		—		( 1,083 )		( 1,167 )		( 19 )		( 18 )		( 1,102 )		( 1,185 )
Recognition of actuarial losses/(gains)	393		521		4,849		3,782		8		8		5,250		4,311
Net periodic pension cost/(credit)	$	399	$	742	$	1,233	$	1,764	$	( 5 )	$	( 3 )	$	1,627	$	2,503

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
	2025		2024		2025		2024		2025		2024		2025		2024
Service cost, net	$	699	$	1,191	$	14,079	$	11,952	$	—	$	—	$	14,778	$	13,143
Interest cost on projected benefit obligations	3,603		3,575		11,315		13,352		17		20		14,935		16,947
Expected return on plan assets	( 4,284 )		( 4,104 )		( 32,613 )		( 27,789 )		—		—		( 36,897 )		( 31,893 )
Recognition of prior service cost	—		—		( 3,087 )		( 3,448 )		( 56 )		( 56 )		( 3,143 )		( 3,504 )
Recognition of actuarial losses/(gains)	1,178		1,562		13,862		11,181		24		24		15,064		12,767
Net periodic pension cost/(credit)	$	1,196	$	2,224	$	3,556	$	5,248	$	( 15 )	$	( 12 )	$	4,737	$	7,460

As previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, the Company expects to make employer contributions of approximately $ 25.4 million to its non-U.S. pension plans during the year ended December 31, 2025. This estimate may change based upon several factors, including fluctuations in currency exchange rates, actual returns on plan assets and changes in legal requirements.

13. OTHER CHARGES (INCOME), NET

Other charges (income), net includes non-service pension costs (benefits), (gains) losses from foreign currency transactions and related hedging activities, interest income and other items. Non-service pension benefits were $ 3.5 million and $ 1.9 million for the three month periods ended September 30, 2025 and 2024, respectively, and $ 10.1 million and $ 5.7 million for the nine month periods ended September 30, 2025 and 2024, respectively. Other charges (income), net also includes $1.3 million of acquisition transaction costs for the three and nine months ended September 30, 2025.

14. SEGMENT REPORTING

As disclosed in Note 18 to the Company's consolidated financial statements for the year ended December 31, 2024, the Company has determined there are five reportable segments: U.S. Operations, Swiss Operations, Western European Operations, Chinese Operations and Other Operations.

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METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

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).

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


Three Months ended September 30, 2025	U.S. Operations		Swiss Operations		Western European Operations		Chinese Operations		Other Operations (a)		Eliminations and Corporate (b)		Total

Net sales to external customers	$	385,850	$	52,072	$	227,176	$	166,964	$	197,637	$	—	$	1,029,699
Net sales to other segments	35,784		218,605		52,029		87,272		11,213		( 404,903 )		—
Total net sales	421,634		270,677		279,205		254,236		208,850		( 404,903 )		1,029,699
Segment cost of sales (c)	186,632		126,308		126,898		112,946		113,874
Segment period expense (d)	135,097		62,336		95,061		47,034		58,292
Unallocated expense / eliminations											60,202
Segment profit	$	99,905	$	82,033	$	57,246	$	94,256	$	36,684	$	( 60,202 )	$	309,922


Nine Months ended September 30, 2025	U.S. Operations		Swiss Operations		Western European Operations		Chinese Operations		Other Operations (a)		Eliminations and Corporate (b)		Total

Net sales to external customers	$	1,104,124	$	148,929	$	629,461	$	470,149	$	544,001	$	—	$	2,896,664
Net sales to other segments	109,050		594,434		147,663		247,664		28,899		( 1,127,710 )		—
Total net sales	1,213,174		743,363		777,124		717,813		572,900		( 1,127,710 )		2,896,664
Segment cost of sales (c)	536,803		345,338		345,947		323,415		308,978
Segment period expense (d)	399,470		184,416		279,006		134,787		171,644
Unallocated expense / eliminations											164,621
Segment profit	$	276,901	$	213,609	$	152,171	$	259,611	$	92,278	$	( 164,621 )	$	829,949

(a) Other Operations 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.

(d) Segment period expense includes certain manufacturing, field service costs, research and development, and selling, general and administrative costs.


Three Months ended September 30, 2024	U.S. Operations		Swiss Operations		Western European Operations		Chinese Operations		Other Operations (a)		Eliminations and Corporate (b)		Total

Net sales to external customers	$	351,042	$	53,435	$	201,837	$	164,400	$	183,821	$	—	$	954,535
Net sales to other segments	37,411		188,956		43,605		78,069		5,786		( 353,827 )		—
Total net sales	388,453		242,391		245,442		242,469		189,607		( 353,827 )		954,535
Segment cost of sales (c)	167,199		106,381		113,969		107,650		105,255
Segment period expense (d)	123,977		55,815		87,513		45,384		52,897
Unallocated expense / eliminations											45,749
Segment profit	$	97,277	$	80,195	$	43,960	$	89,435	$	31,455	$	( 45,749 )	$	296,573

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METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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


Nine Months ended September 30, 2024	U.S. Operations		Swiss Operations		Western European Operations		Chinese Operations		Other Operations (a)		Eliminations and Corporate (b)		Total

Net sales to external customers	$	1,059,380	$	157,870	$	618,915	$	471,982	$	519,087	$	—	$	2,827,234
Net sales to other segments	110,846		581,521		133,513		240,604		16,722		( 1,083,206 )		—
Total net sales	1,170,226		739,391		752,428		712,586		535,809		( 1,083,206 )		2,827,234
Segment cost of sales (c)	505,417		369,557		349,169		315,640		295,760
Segment period expense (d)	373,649		174,749		263,864		132,191		158,785
Unallocated expense / eliminations											123,657
Segment profit	$	291,160	$	195,085	$	139,395	$	264,755	$	81,264	$	( 123,657 )	$	848,002

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

(d) Segment period expense includes certain manufacturing, field service costs, research and development, and selling, general and administrative costs.

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
	2025		2024		2025		2024
Segment profit	$	309,922	$	296,573	$	829,949	$	848,002
Amortization	( 20,022 )		( 18,243 )		( 54,796 )		( 54,649 )
Interest expense	( 17,695 )		( 18,599 )		( 51,127 )		( 56,781 )
Restructuring charges	( 5,972 )		( 2,631 )		( 13,296 )		( 17,624 )
Other income, net	3,003		1,852		9,105		3,728
Earnings before taxes	$	269,236	$	258,952	$	719,835	$	722,676

The following tables show the additional disclosures for the Company’s reportable segments:


Three Months ended September 30, 2025	U.S. Operations		Swiss Operations		Western European Operations		Chinese Operations		Other Operations (a)		Eliminations and Corporate (b)		Total
Three Months ended September 30, 2025	U.S. Operations		Swiss Operations		Western European Operations		Chinese Operations		Other Operations (a)		Eliminations and Corporate (b)		Total
Depreciation	$	4,160	$	1,764	$	1,509	$	2,360	$	1,278	$	1,644	$	12,715
Total assets	$	4,291,423	$	4,075,489	$	1,672,058	$	949,603	$	489,820	$	( 7,956,927 )	$	3,521,466
Purchase of property, plant, and equipment	$	( 6,219 )	$	( 3,355 )	$	( 3,384 )	$	( 6,806 )	$	( 3,097 )	$	( 25,504 )	$	( 48,365 )
Goodwill	$	567,223	$	29,029	$	107,218	$	615	$	27,121	$	—	$	731,206


Nine Months ended September 30, 2025	U.S. Operations		Swiss Operations		Western European Operations		Chinese Operations		Other Operations (a)		Eliminations and Corporate (b)		Total

Depreciation	$	12,481	$	5,110	$	4,309	$	7,019	$	4,395	$	4,735	$	38,049
Purchase of property, plant, and equipment	$	( 8,517 )	$	( 4,058 )	$	( 4,581 )	$	( 8,523 )	$	( 4,406 )	$	( 35,535 )	$	( 65,620 )

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

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

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METTLER-TOLEDO INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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


Three Months ended September 30, 2024	U.S. Operations		Swiss Operations		Western European Operations		Chinese Operations		Other Operations (a)		Eliminations and Corporate (b)		Total
Three Months ended September 30, 2024	U.S. Operations		Swiss Operations		Western European Operations		Chinese Operations		Other Operations (a)		Eliminations and Corporate (b)		Total
Depreciation	$	4,442	$	1,826	$	1,310	$	2,353	$	1,317	$	1,588	$	12,836
Total assets	$	4,020,585	$	3,869,423	$	1,570,262	$	1,184,116	$	425,251	$	( 7,749,809 )	$	3,319,828
Purchase of property, plant, and equipment	$	( 5,714 )	$	( 3,983 )	$	( 3,839 )	$	( 4,570 )	$	( 2,691 )	$	( 24,376 )	$	( 45,173 )
Goodwill	$	526,337	$	27,316	$	104,334	$	629	$	13,788	$	—	$	672,404


Nine Months ended September 30, 2024	U.S. Operations		Swiss Operations		Western European Operations		Chinese Operations		Other Operations (a)		Eliminations and Corporate (b)		Total

Depreciation	$	12,768	$	5,307	$	3,977	$	7,093	$	3,975	$	4,589	$	37,709
Purchase of property, plant, and equipment	$	( 10,139 )	$	( 5,065 )	$	( 4,831 )	$	( 5,667 )	$	( 4,376 )	$	( 32,544 )	$	( 62,622 )

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

15. COMMITMENTS AND 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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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, 2025 are not necessarily indicative of the results to be expected for the full year ending December 31, 2025.

Changes in local currencies exclude the effect of currency exchange rate fluctuations. Local currency amounts are determined by translating current and previous year consolidated financial information at an index utilizing historical currency exchange rates. We believe local currency information provides a helpful assessment of business performance and a useful measure of results between periods. We do not, nor do we suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. We present non-GAAP financial measures in reporting our financial results to provide investors with an additional analytical tool to evaluate our operating results.

We also include in the discussion below disclosures of immaterial qualitative factors that are not quantified. Although the impact of such factors is not considered material, we believe these disclosures can be useful in evaluating our operating results.

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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, 2025 and 2024 (amounts in thousands).


	Three months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024
	(unaudited)		%	(unaudited)		%	(unaudited)		%	(unaudited)		%
Net sales	$	1,029,699	100.0	$	954,535	100.0	$	2,896,664	100.0	$	2,827,234	100.0
Cost of sales	420,243		40.8	382,068		40.0	1,181,453		40.8	1,140,966		40.4
Gross profit	609,456		59.2	572,467		60.0	1,715,211		59.2	1,686,268		59.6
Research and development	51,143		5.0	47,117		4.9	146,774		5.1	139,303		4.9
Selling, general and administrative	248,391		24.1	228,777		24.0	738,488		25.5	698,963		24.7
Amortization	20,022		1.9	18,243		1.9	54,796		1.9	54,649		1.9
Interest expense	17,695		1.7	18,599		1.9	51,127		1.7	56,781		2.0
Restructuring charges	5,972		0.6	2,631		0.3	13,296		0.5	17,624		0.6
Other charges (income), net	(3,003)		(0.2)	(1,852)		(0.2)	(9,105)		(0.4)	(3,728)		(0.1)
Earnings before taxes	269,236		26.1	258,952		27.2	719,835		24.9	722,676		25.6
Provision for taxes	51,743		5.0	47,436		5.0	136,407		4.8	111,837		4.0
Net earnings	$	217,493	21.1	$	211,516	22.2	$	583,428	20.1	$	610,839	21.6

Recent developments in global trade disputes/tariffs

In 2025, the U.S. government enacted incremental tariff rates at various levels ranging from 10% to 145% on U.S. imports from certain foreign countries. In response to the U.S. tariffs, the Chinese government implemented an additional tariff of 125% on imports from the U.S. that has been reduced to 10%. We estimate we will incur costs before mitigation actions from the incremental 2025 tariff rates of approximately $50 million in 2025. We are implementing various actions to fully offset the effect of the current incremental tariffs in 2026. Incremental tariff rates during 2025 are currently 39% on imports from Switzerland, 25% on non-USMCA imports from Mexico, 30% on imports from China, 15% on imports from the European Union and 10% on imports from the United Kingdom. The U.S. government has indicated it may make further changes to tariff rates in the future, especially related to China, that may adversely impact our financial results in future periods.

The recent escalation in global trade disputes/tariffs has increased economic uncertainty in

our end markets and the global economic environment, including increasing the risk of recession in many countries, and market conditions may change quickly. Although we are implementing various actions to mitigate the effect of the tariffs, they could adversely impact our financial results and could have a greater impact on our operating results in future periods. Please refer to Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 for more information.

Net sales

Net sales were $1.0 billion and $954.5 million for the three months ended September 30, 2025, and 2024, respectively, and $2.9 billion and $2.8 billion for nine month periods ended September 30, 2025 and 2024, respectively. Sales in U.S. dollars increased 8% for the three month period and 2% for the nine month period ended September 30, 2025. Excluding the effect of currency exchange rate fluctuations, or in local currencies, net sales increased 6% for the three month period and 2% for the nine month period ended September 30, 2025. Net sales in local currencies increased 5% for the three month period ended September 30, 2025 excluding acquisitions. We estimate that net sales growth for the nine months ended September 30, 2025 was reduced approximately 2% from the recovery of previously disclosed shipping delays during the three months ended March 31, 2024 related to a new external European logistics service provider.

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Excluding this impact, sales increased 4% in local currency for the nine months ended September 30, 2025 compared to the corresponding period in 2024.

We continue to benefit from the execution of our global sales and marketing programs, our innovative product portfolio, and investments in our field organization, particularly surrounding digital tools and techniques. However, the recent escalation in global trade disputes/tariffs has increased uncertainty in our end markets and the global economic environment, including increasing the risk of recession in many countries, and market conditions may change quickly. The ongoing developments related to global trade disputes/tariffs, governmental policies, the geopolitical environment, the conflict in Ukraine, and continuing instability in the Middle East also present 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, 2024. These topics could adversely impact our financial results and could have a greater impact on our operating results in future periods.

Net sales by geographic destination for the three months ended September 30, 2025 in U.S. dollars increased 10% in the Americas, 13% in Europe, and 1% Asia/Rest of World. In local currencies, our net sales by geographic destination increased 10% in the Americas, 6% in Europe, and 1% in Asia/Rest of World. Net sales in the Americas benefited approximately 1% from acquisitions for the three months ended September 30, 2025. Our net sales by geographic destination for the nine months ended September 30, 2025 in U.S. dollars increased 4% in the Americas, 3% in Europe, and 1% in Asia/Rest of World. Net sales by geographic destination for the nine months ended September 30, 2025 in local currencies increased 4% in the Americas and 1% Asia/Rest of World, and were flat in Europe. Net sales in Asia/Rest of World in local currency includes an increase of 2% and flat sales in China during the three and nine months ended September 30, 2025. Excluding the impact of the recovery of delayed shipments in the prior year, local currency sales during the nine months ended September 30, 2025 increased 5% in the Americas, 3% in Europe, and 2% in Asia/Rest of World, with a 1% increase in China. A discussion of sales by operating segment is included below.

As described in Note 18 to our consolidated financial statements for the year ended December 31, 2024, 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% in U.S. dollars and 5% in local currencies for the three months ended September 30, 2025 and increased 1% in U.S. dollars and were flat in local currencies for the nine months ended September 30, 2025, compared to the corresponding periods in 2024. Service revenue (including spare parts) increased 10% in U.S. dollars and 8% in local currencies for the three months ended September 30, 2025 and increased 7% in U.S. dollars and 6% in local currencies for the nine months ended September 30, 2025, compared to the corresponding periods in 2024. Service revenue benefited approximately 1% from acquisitions for the three months ended September 30, 2025.

Net sales of our laboratory products and services, which represented approximately 55% of our total net sales, increased 6% in U.S. dollars and 4% in local currencies for the three months ended September 30, 2025, and increased 1% in both U.S. dollars and local currencies for the nine months ended September 30, 2025. Laboratory net sales growth for the nine months ended September 30, 2025 was reduced by approximately 3% from the recovery of previously disclosed shipping delays during the nine month period ended September 30, 2024. The local currency increase in net sales of our laboratory-related products for the three and nine months ended September 30, 2025 includes growth in most product categories, with particularly strong growth in process analytics during the three months ended September 30, 2025.

Net sales of our industrial products and services, which represented approximately 40% of our total net sales, increased 11% in U.S. dollars and 9% in local currencies for the three months ended September 30, 2025, and increased 5% in U.S. dollars and 4% local currencies for the nine months ended September 30, 2025. Net sales of our industrial products and services benefited approximately 1% from acquisitions for the three months ended September 30, 2025. Industrial net

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sales growth for the nine months ended September 30, 2025 was reduced by approximately 1% from the recovery of previously disclosed shipping delays during the nine month period ended September 30, 2024. The local currency increase in net sales of our industrial-related products for the three months ended September 30, 2025 includes strong growth in most product categories, especially core-industrial products. The nine months ended September 30, 2025 also benefited from excellent growth in product inspection.

Net sales in our food retailing products and services, which represented approximately 5% of our total net sales, increased 8% in U.S. dollars and 5% in local currencies for the three months ended September 30, 2025, and decreased 1% in U.S. dollars and 2% in local currencies for the nine months ended September 30, 2025. Retail net sales growth for the nine months ended September 30, 2025 was reduced by approximately 3% from the recovery of the previously disclosed shipping delays during the nine month period ended September 30, 2024. The local currency net sales of our food retailing products for the three and nine months ended September 30, 2025 are impacted by the timing of customer project activity with strong growth in Europe during the three month period ended September 30, 2025.

Gross profit

Gross profit as a percentage of net sales was 59.2% and 60.0% for the three months ended September 30, 2025 and 2024, respectively, and 59.2% and 59.6% for the nine months ended September 30, 2025 and 2024, respectively.

Gross profit as a percentage of net sales for products was 61.0% and 61.8% for the three months ended September 30, 2025 and 2024, respectively, and 61.0% and 61.7% for the nine months ended September 30, 2025 and 2024, respectively.

Gross profit as a percentage of net sales for services (including spare parts) was 53.9% and 54.4% for the three months ended September 30, 2025 and 2024, respectively, and 53.9% and 53.4% for the nine months ended September 30, 2025 and 2024, respectively.

The decrease in gross profit as a percentage of net sales for the three and nine months ended September 30, 2025 primarily reflects increased tariff costs and unfavorable business mix, partially offset by favorable price realization and benefits from our SternDrive program. The decrease in gross profit as a percentage of net sales for the nine months ended September 30, 2025 also includes lower sales volume related to the recovery of shipping delays in the prior year.

The escalation in global trade disputes/tariffs may negatively impact our gross margins in future periods. As previously mentioned, we have implemented various actions to mitigate the effect of the tariffs.

Research and development and selling, general and administrative expenses

Research and development expenses as a percentage of net sales was 5.0% and 4.9% for the three months ended September 30, 2025 and 2024, respectively, and was 5.1% and 4.9% for the nine months ended September 30, 2025 and 2024, respectively. Research and development expenses increased 9% in U.S. dollars and 4% in local currencies for the three months ended September 30, 2025, and increased 5% in U.S. dollars and 3% in local currencies for the nine months ended September 30, 2025, respectively, compared to the corresponding periods in 2024.

Selling, general and administrative expenses as a percentage of net sales were 24.1% and 24.0% for the three months ended September 30, 2025 and 2024, respectively, and were 25.5% and 24.7% for the nine months ended September 30, 2025 and 2024, respectively. Selling, general and administrative expenses increased 9% in U.S. dollars and 6% in local currencies for the three months ended September 30, 2025, and increased 6% in U.S. dollars and 4% local currencies for the nine months ended September 30, 2025. The local currency increase for the three and nine months ended September 30, 2025 includes sales and marketing investments, offset in part by savings from our cost savings initiatives.

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

Amortization expense was $20.0 million and $18.2 million for the three months ended September 30, 2025 and 2024, respectively, and $54.8 million and $54.6 million for the nine months ended September 30, 2025 and 2024, respectively.

Interest expense was $17.7 million and $18.6 million for the three months ended September 30, 2025 and 2024, respectively, and $51.1 million and $56.8 million for the nine months ended September 30, 2025 and 2024, respectively.

Restructuring charges were $6.0 million and $2.6 million for the three months ended September 30, 2025 and 2024, respectively, and $13.3 million and $17.6 million for the nine months ended September 30, 2025 and 2024, respectively. Restructuring expenses are primarily comprised of employee-related costs.

Other charges (income), net includes non-service pension costs (benefits), net (gains) losses from foreign currency transactions and hedging activities, interest income and other items. Non-service pension benefits were $3.5 million and $1.9 million for the three months ended September 30, 2025 and 2024, respectively, and $10.1 million and $5.7 million for the nine months ended September 30, 2025 and 2024, respectively. Other charges (income), net also includes $1.3 million of acquisition transaction costs for the three and nine months ended September 30, 2025.

Our reported tax rate was 19.2% and 18.3% during the three months ended September 30, 2025 and 2024, respectively, and 18.9% and 15.5% during the nine months ended September 30, 2025 and 2024, respectively. The reported tax rate for the nine month period ended September 30, 2024 includes a non-cash discrete tax benefit of $23.0 million resulting from the reduction of uncertain tax position liabilities related to the settlement of a tax audit. The provision for taxes is based upon our projected annual effective tax rate of 19.0% before non-recurring discrete tax items for the periods ended September 30, 2025 and 2024. The difference between our projected annual effective tax rate and the reported tax rate is related to the timing of excess tax benefits associated with stock option exercises and the non-recurring discrete tax item in the prior year.

On July 4, 2025, the United States enacted new tax legislation into law. We reflected the impact of the legislation, which was not material, during the three months ended September 30, 2025. We do not expect the legislation to have a material impact on our projected annual income tax rate or consolidated financial statements.

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Results of Operations – by Operating Segment

The following is a discussion of the financial results of our operating segments. We currently have five reportable segments: U.S. Operations, Swiss Operations, Western European Operations, Chinese Operations and Other Operations. A more detailed description of these segments is outlined in Note 18 to our consolidated financial statements for the year ended December 31, 2024.

U.S. Operations (amounts in thousands)


	Three months ended September 30,					Nine months ended September 30,
	2025		2024		%	2025		2024		%
Net sales to external customers	$	385,850	$	351,042	10%	$	1,104,124	$	1,059,380	4%
Net sales to other segments	35,784		37,411		(4)%	109,050		110,846		(2)%
Segment net sales	421,634		388,453		9%	1,213,174		1,170,226		4%
Segment cost of sales	186,632		167,199		12%	536,803		505,417		6%
Segment period expense	135,097		123,977		9%	399,470		373,649		7%
Segment profit	$	99,905	$	97,277	3%	$	276,901	$	291,160	(5)%

Segment net sales increased 9% and 4% for the three and nine months ended September 30, 2025, respectively, compared with the corresponding periods in 2024. Net sales to external customers increased 10% and 4% for the three and nine months ended September 30, 2025, respectively, compared with the corresponding periods in 2024. Net sales to external customers and segment net sales benefited 1% from acquisitions for the three months ended September 30, 2025. The growth in net sales to external customers during the nine months ended September 30, 2025 was reduced approximately 1% from the recovery of previously disclosed shipping delays during the nine months ended September 30, 2024. Net sales to external customers for the three and nine months ended September 30, 2025 includes particularly strong growth in process analytics and product inspection. Net sales to external customers for the three months ended September 30, 2025 also includes strong growth in core industrial.

Segment profit increased $2.6 million and decreased $14.3 million for the three and nine months ended September 30, 2025, compared to the corresponding periods in 2024. Segment profit during the three and nine months ended September 30, 2025 includes higher tariff costs offset in part by pricing. Segment profit during the nine months ended September 30, 2025 was also negatively impacted by lower sales volume in the first quarter related to the previously disclosed shipping delay recovery in the prior year.

Swiss Operations (amounts in thousands)


	Three months ended September 30,					Nine months ended September 30,
	2025		2024		% 1)	2025		2024		% 1)
Net sales to external customers	$	52,072	$	53,435	(3)%	$	148,929	$	157,870	(6)%
Net sales to other segments	218,605		188,956		16%	594,434		581,521		2%
Segment net sales	270,677		242,391		12%	743,363		739,391		1%
Segment cost of sales	126,308		106,381		19%	345,338		369,557		(7)%
Segment period expense	62,336		55,815		12%	184,416		174,749		6%
Segment profit	$	82,033	$	80,195	2%	$	213,609	$	195,085	9%

1) Represents U.S. dollar growth (decline).

Segment net sales increased 12% in U.S. dollars and 4% in local currency for the three months ended September 30, 2025, and increased 1% in U.S. dollars and decreased 4% in local currency for the nine months ended September 30, 2025, respectively, compared to the

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corresponding periods in 2024. Net sales to external customers decreased 3% in U.S. dollars and 7% in local currency for the three months ended September 30, 2025 and decreased 6% in U.S. dollars and 8% in local currency for the nine months ended September 30, 2025, compared to the corresponding periods in 2024. The decline in net sales to external customers during the nine months ended September 30, 2025 includes a 4% decline from the recovery of previously disclosed shipping delays during the nine months ended September 30, 2024. Net sales to external customers for the three and nine months ended September 30, 2025 includes declines in most product categories.

Segment profit increased $1.8 million and $18.5 million for the three and nine months ended September 30, 2025, respectively, compared to the corresponding periods in 2024. Segment profit increased during the three months ended September 30, 2025 primarily due to higher net sales to other segments, offset in part by unfavorable foreign currency translation.

Western European Operations (amounts in thousands)


	Three months ended September 30,					Nine months ended September 30,
	2025		2024		% 1)	2025		2024		% 1)
Net sales to external customers	$	227,176	$	201,837	13%	$	629,461	$	618,915	2%
Net sales to other segments	52,029		43,605		19%	147,663		133,513		11%
Segment net sales	279,205		245,442		14%	777,124		752,428		3%
Segment cost of sales	126,898		113,969		11%	345,947		349,169		(1)%
Segment period expense	95,061		87,513		9%	279,006		263,864		6%
Segment profit	$	57,246	$	43,960	30%	$	152,171	$	139,395	9%

1) Represents U.S. dollar growth (decline).

Segment net sales increased 14% in U.S. dollars and 7% in local currencies for the three months ended September 30, 2025 and increased 3% in U.S. dollars and were flat in local currencies for the nine months ended September 30, 2025, compared to the corresponding periods in 2024. Net sales to external customers increased 13% in U.S. dollars and 6% in local currencies for the three months ended September 30, 2025, and increased 2% in U.S. dollars and decreased 1% in local currencies for the nine months ended September 30, 2025, compared to the corresponding periods in 2024. The growth in net sales to external customers during the nine months ended September 30, 2025 was reduced approximately 3% from the recovery of previously disclosed shipping delays during the nine month period ended September 30, 2024. Net sales to external customers for the three months ended September 30, 2025 includes very strong growth in core industrial and retail products.

Segment profit increased $13.3 million and $12.8 million for the three and nine month periods ended September 30, 2025, respectively, compared to the corresponding periods in 2024. The increase in segment profit during the three and nine months ended September 30, 2025 includes increased net sales and benefits from our margin expansion initiatives, as well as favorable foreign currency translation.

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Chinese Operations (amounts in thousands)


	Three months ended September 30,					Nine months ended September 30,
	2025		2024		% 1)	2025		2024		% 1)
Net sales to external customers	$	166,964	$	164,400	2%	$	470,149	$	471,982	—%
Net sales to other segments	87,272		78,069		12%	247,664		240,604		3%
Segment net sales	254,236		242,469		5%	717,813		712,586		1%
Segment cost of sales	112,946		107,650		5%	323,415		315,640		2%
Segment period expense	47,034		45,384		4%	134,787		132,191		2%
Segment profit	$	94,256	$	89,435	5%	$	259,611	$	264,755	(2)%

1) Represents U.S. dollar growth (decline).

Segment net sales increased 5% in both U.S. dollars and local currency for the three months ended September 30, 2025 and increased 1% in both U.S. dollars and local currency for the nine months ended September 30, 2025, compared to the corresponding periods in 2024. Net sales to external customers increased 2% in U.S. dollars and 1% in local currency by origin for the three months ended September 30, 2025 and were flat in both U.S. dollars and local currency during the nine months ended September 30, 2025, compared to the corresponding periods in 2024. The growth in net sales to external customers during the nine months ended September 30, 2025 was reduced approximately 1% from the recovery of previously disclosed shipping delays during the nine month period ended September 30, 2024. Net sales to external customers for the three months ended September 30, 2025 includes modest growth in both industrial and laboratory-related products.

Segment profit increased $4.8 million and decreased $5.1 million for the three and nine month periods ended September 30, 2025, respectively, compared to the corresponding periods in 2024. The increase in segment profit during the three months ended September 30, 2025 includes higher sales volume and benefits from our margin expansion initiatives.

Other Operations (amounts in thousands)


	Three months ended September 30,					Nine months ended September 30,
	2025		2024		% 1)	2025		2024		% 1)
Net sales to external customers	$	197,637	$	183,821	8%	$	544,001	$	519,087	5%
Net sales to other segments	11,213		5,786		94%	28,899		16,722		73%
Segment net sales	208,850		189,607		10%	572,900		535,809		7%
Segment cost of sales	113,874		105,255		8%	308,978		295,760		4%
Segment period expense	58,292		52,897		10%	171,644		158,785		8%
Segment profit	$	36,684	$	31,455	17%	$	92,278	$	81,264	14%

1) Represents U.S. dollar growth (decline).

Segment net sales increased 10% in U.S. dollars and 9% in local currency for the three months ended September 30, 2025 and increased 7% in U.S. dollars and 8% in local currency for the nine months ended September 30, 2025, compared to the corresponding periods in 2024. Net sales to external customers increased 8% in U.S. dollars and 6% in local currencies for the three months ended September 30, 2025 and increased 5% in both U.S. dollars and local currencies for the nine months ended September 30, 2025, compared to the corresponding periods in 2024. Other Operations net sales to external customers and segment net sales benefited approximately 1% from acquisitions for the three months ended September 30, 2025. The growth in net sales to external customers during the nine months ended September 30, 2025 was reduced approximately 3% from the recovery of previously disclosed shipping delays during the nine months ended September 30, 2024. Net sales to external customers for the three and nine months ended September 30, 2025 includes strong growth in most product categories, particularly process analytics.

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Segment profit increased $5.2 million and $11.0 million for the three and nine months ended September 30, 2025, respectively, compared to the corresponding periods in 2024. The increase in segment profit for the three and nine months ended September 30, 2025 is primarily related to increased sales volume and benefits from our margin expansion initiatives.

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 and our cash and cash equivalent balances. Currently, our liquidity 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.

Cash provided by operating activities totaled $730.2 million during the nine months ended September 30, 2025, compared to $702.2 million in the corresponding period in 2024. The increase for the nine months ended September 30, 2025 includes lower tax payments and favorable working capital, offset in part by higher cash incentive payments of approximately $36 million related to prior year performance.

Capital expenditures are made primarily for investments in information systems and technology, machinery, equipment and the purchase and expansion of facilities. Our capital expenditures totaled $65.6 million for the nine months ended September 30, 2025 compared to $62.6 million in the corresponding period in 2024.

We continue to explore potential acquisitions. In connection with any acquisition, we may incur additional indebtedness. During the third quarter of 2025, we acquired several acquisitions related to our North America distribution and an extension of our life science equipment offering. The cumulative initial cash payments were $72.6 million and we may be required to pay additional consideration of up to $31.2 million. Goodwill recorded in connection with the acquisitions totaled $48.4 million. We also recorded $31.8 million of identified intangibles primarily pertaining to customer relationships in connection with the acquisitions, which will be amortized on a straight-line basis over 5 to 10 years. For additional information related to these acquisitions, refer to Note 4 to the interim consolidated financial statements.

Cash flows used in financing activities are primarily comprised of share repurchases. In accordance with our share repurchase program, we spent $656.2 million and $637.5 million on the repurchase of 542,416 shares and 482,413 shares, during the nine months ended September 30, 2025 and 2024, respectively.

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Senior Notes and Credit Facility Agreement

Our debt consisted of the following at September 30, 2025:


	U.S. Dollar		Other Principal Trading Currencies		Total
3.91% $75 million ten-year Senior Notes due June 25, 2029	75,000		—		75,000
5.45% $150 million ten-year Senior Notes due March 1, 2033	150,000		—		150,000
2.83% $125 million twelve-year Senior Notes due July 22, 2033	125,000		—		125,000
3.19% $50 million fifteen-year Senior Notes due January 24, 2035	50,000		—		50,000
2.81% $150 million fifteen-year Senior Note due March 17, 2037	150,000		—		150,000
2.91% $150 million fifteen-year Senior Note due September 1, 2037	150,000		—		150,000
1.47% Euro 125 million fifteen-year Senior Notes due June 17, 2030	—		146,260		146,260
1.30% Euro 135 million fifteen-year Senior Notes due November 6, 2034	—		157,961		157,961
1.06% Euro 125 million fifteen-year Senior Notes due March 19, 2036	—		146,260		146,260
3.80% Euro 100 million 10 1/2-year Senior Notes due July 9, 2035	—		117,008		117,008
Debt issuance costs, net	(2,141)		(1,807)		(3,948)
Total Senior Notes	697,859		565,682		1,263,541
$1.35 billion Credit Agreement, interest at benchmark plus 87.5 basis points (a)	491,556		381,515		873,071
Other local arrangements	13,100		60,146		73,246
Total debt	1,202,515		1,007,343		2,209,858
Less: current portion	(3,898)		(59,711)		(63,609)
Total long-term debt	$	1,198,617	$	947,632	$	2,146,249

On May 30, 2024, we entered into a $1.35 billion Credit Agreement (the Credit Agreement), which amended our $1.25 billion Amended and Restated Credit Agreement (the Prior Credit Agreement), that is further described in Note 8 of our consolidated financial statements.

As of September 30, 2025, we had $472.4 million of additional borrowings available under our Credit Agreement, and we maintained $69.1 million 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. Further, we do not have any downgrade triggers relating to ratings from rating agencies that would accelerate the maturity dates of our debt. We were in compliance with our debt covenants as of September 30, 2025.

In January 2025, we entered into an agreement to issue and sell EUR 100 million 10 1/2-year Senior Notes with a fixed interest rate of 3.8% (3.8% Euro Senior Notes) in a private placement, which will mature in July 2035. The 3.8% Euro Senior Notes are unsecured obligations of the Company and the terms are consistent with the previous Notes as disclosed in Note 10 to our consolidated financial statements for the year ended December 31, 2024. We used the proceeds from the sale of the Notes to refinance existing indebtedness and for other general corporate purposes.

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Other Local Arrangements

In April 2018, two of our 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 conditions which include an interest rate of SARON plus 87.5 basis points. The loans were renewed for one year in April 2025.

Share Repurchase Program

In November 2025, the Company's Board of Directors authorized an additional $2.75 billion to be added to our share repurchase program, which had $1.1 billion of remaining availability as of September 30, 2025. The share repurchases are expected to be funded from cash generated from operating activities, borrowings, and cash balances. Repurchases will be made through open market transactions, and the amount and timing of purchases will depend on business and market conditions, the stock price, trading restrictions, the level of acquisition activity, and other factors.

We have purchased 32.9 million shares at an average price per share of $317.56 since the inception of the program in 2004 through September 30, 2025. During the nine months ended September 30, 2025 and 2024, we spent $656.2 million and $637.5 million on the repurchase of 542,416 and 482,413 shares at an average price per share of $1,209.84 and $1,321.46, respectively. We also reissued 21,400 shares and 58,909 shares held in treasury upon the exercise of stock options and vesting of restricted stock units during the nine months ended September 30, 2025 and 2024, respectively. In addition, we incurred $2.2 million and $1.8 million of excise tax during the three months ended September 30, 2025 and 2024, respectively, and $6.3 million and $5.8 million of excise tax during the nine months ended September 30, 2025 and 2024, respectively related to the Inflation Reduction Act which is reflected as a reduction in shareholders' equity in our consolidated financial statements.

Effect of Currency on Results of Operations

Our earnings are affected by changes in 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 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 decrease. We estimate a 1% strengthening of the Swiss franc against the euro would reduce our earnings before tax by approximately $2.6 million to $2.9 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. The impact on our earnings before tax of the Chinese renminbi weakening 1% against the U.S. dollar is a reduction of approximately $2.1 million to $2.4 million annually.

In addition to the effects of exchange rate movements on operating profits, our debt levels can fluctuate due to changes in exchange rates, particularly between the U.S. dollar, the Swiss franc and the euro. Based on our outstanding debt at September 30, 2025, we estimate that a 5% weakening of the U.S. dollar against the currencies in which our debt is denominated would result in an increase of approximately $53.1 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. You can identify forward-looking statements by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” or “continue.”

We make forward-looking statements in this Quarterly Report about future events or our future financial performance, including sales and earnings growth, earnings per share, strategic plans and contingency plans, growth opportunities or economic downturns, our ability to respond to changes in market conditions, planned research and development efforts and product introductions, adequacy of facilities, access to and the costs of raw materials, shipping and supplier costs, gross margins, customer demand, our competitive position, pricing, capital expenditures, cash flow, share repurchases, tax-related matters, the impact of foreign currencies, compliance with laws, effects of acquisitions, the impact of inflation, ongoing developments related to global trade disputes/tariffs, governmental policies, the geopolitical environment, the conflict in Ukraine and continuing instability in the Middle East on our business.

Our forward-looking statements may not be accurate or complete, speak only as of the date of this Quarterly Report, and we do not intend to update or revise them in light of actual results. New risks also periodically arise. Please consider the risks and factors that could cause our results to differ materially from what is described in our forward-looking statements, including ongoing developments related to global trade disputes/tariffs, governmental policies, the geopolitical environment, inflation, the conflict in Ukraine and continuing instability in the Middle East. See in particular “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024 and other reports filed with the SEC from time to time.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of September 30, 2025, 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, 2024.

Item 4. Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial 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, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings. None

Item 1A. Risk Factors.

For the three and nine months ended September 30, 2025 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, 2024.

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


July 1 to July 31, 2025	61,728	$	1,219.71	61,728	$	1,195,646
August 1 to August 31, 2025	59,056	$	1,274.95	59,056	$	1,120,351
September 1 to September 30, 2025	53,622	$	1,271.15	53,622	$	1,052,188
Total	174,406	$	1,254.23	174,406	$	1,052,188

In November 2025, the Company's Board of Directors authorized an additional $2.75 billion to be added to the share repurchase program, which had $1.1 billion of remaining availability as of September 30, 2025. The Company has purchased 32.9 million shares at an average price per share of $317.56 since the inception of the program in 2004 through September 30, 2025.

During the nine months ended September 30, 2025 and 2024, the Company spent $656.2 million and $637.5 million on the repurchase of 542,416 and 482,413 shares at an average price per share of $1,209.84 and $1,321.46, respectively. The Company also reissued 21,400 shares and 58,909 shares held in treasury upon the exercise of stock options and vesting of restricted stock units during the nine months ended September 30, 2025 and 2024, respectively. In addition, the Company incurred $2.2 million and $1.8 million of excise tax during the three months ended September 30, 2025 and 2024, respectively, and $6.3 million and $5.8 million of excise tax during the nine months ended September 30, 2025 and 2024, respectively related to the Inflation Reduction Act which is reflected as a reduction in shareholders' equity in the Company's consolidated financial statements.

Item 3. Defaults Upon Senior Securities. None

Item 5. Other inform ation. None

Item 6. Exhibits. See Exhibit Index.

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Table of Contents

EXHIBIT INDEX


Exhibit No.		Description

	31.1*	Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes — Oxley Act of 2002

	31.2*	Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes — Oxley Act of 2002

	32*	Certification Pursuant to Section 906 of the Sarbanes — Oxley Act of 2002

	101.INS*	XBRL Instance Document - 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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Table of Contents

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 7, 2025

By:

/s/ Shawn P. Vadala

Shawn P. Vadala

Chief Financial Officer

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TABLE OF CONTENTS

Part I. Financial Information Item 1. Financial Statements Item 2. Management's Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II. Other Information Item 1. Legal Proceedings. None Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities. None Item 5. Other Information. None Item 5. Other Inform Item 6. Exhibits. See Exhibit Index Item 6. Exhibits

Exhibits

31.1* Certification of the Chief Executive Officer Pursuant to Section302 of the Sarbanes Oxley Act of 2002 31.2* Certification of the Chief Financial Officer Pursuant to Section302 of the Sarbanes Oxley Act of 2002 32* Certification Pursuant to Section906 of the Sarbanes Oxley Act of 2002

MTD 10-Q Quarter ended Sept. 30, 2025

Exhibits