8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):	November 5, 2020

Mettler Toledo International Inc

(Exact name of registrant as specified in its charter)

Delaware	File No.	001-13595	13-3668641
(State or other jurisdiction<br><br>of incorporation)	(Commission File Number)		(IRS Employer Identification No.)		1900 Polaris Parkway
---	---	---	---
Columbus	OH
and<br><br>Im Langacher, P.O. Box MT-100<br><br>CH Greifensee, Switzerland		43240	and 8606
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 1-614-438-4511 and +41-44-944-22-11

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition.” The information furnished in this Form 8-K and the Exhibit attached hereto shall not be treated as filed for purposes of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On November 5, 2020 Mettler-Toledo International Inc. (“Mettler-Toledo”) issued a press release (the “Release”) setting forth its financial results for the three and nine months ended September 30, 2020. A copy of the Release is furnished hereto as Exhibit 99.1 to this report.

Non-GAAP Financial Measures

Mettler-Toledo supplements its U.S. GAAP results with non-GAAP financial measures. The principal non-GAAP financial measures Mettler-Toledo uses are Adjusted Earnings per Share, Adjusted Operating Profit, Adjusted Free Cash Flow, and Local Currency Sales Growth.

Adjusted Earnings per Share

Mettler-Toledo defines Adjusted Earnings per Share as diluted earnings per common share excluding certain non-recurring discrete tax items, amortization of purchased intangible assets, net of tax, restructuring charges, net of tax and certain other one-time charges, net of tax. The most directly comparable U.S. GAAP financial measure is diluted earnings per common share.

Mettler-Toledo believes that Adjusted Earnings per Share is important supplemental information for investors. Mettler-Toledo uses this measure because it excludes certain non-recurring discrete tax items, amortization of purchased intangibles, net of tax, restructuring charges, net of tax and certain other one-time charges, net of tax, which management believes are not directly related to current and ongoing operations thereby providing investors with information that helps to compare ongoing operating performance.

Adjusted Earnings per Share is used in addition to and in conjunction with results presented in accordance with U.S. GAAP. Adjusted Earnings per Share is not intended to represent diluted earnings per common share under U.S. GAAP and should not be considered as an alternative to diluted earnings per common share as an indicator of Mettler-Toledo’s performance because of the following limitations.

Limitations of Mettler-Toledo’s non-GAAP measure, Adjusted Earnings per Share

Mettler-Toledo’s non-GAAP measure, Adjusted Earnings per Share, has certain material limitations as follows:

It does not include certain non-recurring discrete tax items, amortization expense of purchased intangibles, net of tax, restructuring charges, net of tax and certain other one-time charges, net of tax. Because non-recurring discrete tax items, amortization of purchased intangibles, restructuring charges and certain other one-time charges are components of diluted earnings per share under U.S. GAAP, any measure that excludes non-recurring discrete tax items, amortization of purchased intangibles, restructuring charges and certain other one-time charges, has material limitations.

Adjusted Operating Profit

Mettler-Toledo defines Adjusted Operating Profit as gross profit less research and development and selling, general and administrative expenses before amortization, interest, restructuring charges and other charges (income), net and taxes. The most directly comparable U.S. GAAP financial measure is earnings before taxes.

Mettler-Toledo believes that Adjusted Operating Profit is important supplemental information for investors. Adjusted Operating Profit is used internally as the principal profit measurement by its segments in their reporting to management. Mettler-Toledo uses this measure because it excludes amortization, interest, restructuring charges and other charges (income), net and taxes, which are not allocated to the segments.

On a consolidated basis, Mettler-Toledo also believes Adjusted Operating Profit is an important supplemental method of measuring profitability. It is used internally by senior management for measuring profitability and setting performance targets for managers, and has historically been used as one of the means of publicly providing guidance on possible future results. Mettler-Toledo also believes that Adjusted Operating Profit is an important performance measure because it provides a measure of comparability to other companies with different capital or legal structures, which accordingly may be subject to disparate interest rates and effective tax rates, and to companies which may incur different amortization expenses or impairment charges related to intangible assets.

Adjusted Operating Profit is used in addition to and in conjunction with results presented in accordance with U.S. GAAP. Adjusted Operating Profit is not intended to represent operating income under U.S. GAAP and should not be considered as an alternative to earnings before taxes as an indicator of Mettler-Toledo’s performance because of the following limitations.

Limitations of Mettler-Toledo’s non-GAAP measure, Adjusted Operating Profit

Mettler-Toledo’s non-GAAP measure, Adjusted Operating Profit, has certain material limitations as follows:

•	It excludes amortization expense. Because this item is recurring, any measure that excludes amortization expense has material limitations.
•	It does not include interest expense. Because Mettler-Toledo has borrowed money to finance some of its operations, interest is a necessary and ongoing part of its costs and has assisted Mettler-Toledo in generating revenue. Therefore any measure that excludes interest expense has material limitations.
•	It excludes restructuring charges. Because restructuring charges are a component of operating income under U.S. GAAP, any measure that excludes restructuring charges, has material limitations.
•	It excludes other charges (income), net. Because other charges (income), net is a component of operating income under U.S. GAAP, any measure that excludes other charges (income), net, has material limitations.

Adjusted Free Cash Flow

Mettler-Toledo defines Adjusted Free Cash Flow as net cash provided by operating activities including proceeds from the sale of property, plant and equipment, less capital expenditures, and before restructuring, acquisition cost, and Transition Tax payments. The most directly comparable U.S. GAAP financial measure is net cash provided by operating activities.

Mettler-Toledo believes Adjusted Free Cash Flow is important supplemental information for investors. It is used internally by senior management for measuring operating cash flow generation and setting performance targets for managers, and has historically been used as one of the means of providing guidance on possible future cash flows.

Adjusted Free Cash Flow is used in addition to and in conjunction with results presented in accordance with U.S. GAAP. Adjusted Free Cash Flow is not intended to represent net cash provided by operating activities recorded under U.S. GAAP and should not be considered as an alternative to net cash provided by operating activities as an indicator of Mettler-Toledo’s performance because of the following limitations.

Limitations of Mettler-Toledo’s non-GAAP measure, Adjusted Free Cash Flow

Mettler-Toledo’s non-GAAP measure, Adjusted Free Cash Flow, has certain material limitations as follows:

•	It includes proceeds from the sale of property, plant and equipment and purchases of property, plant and equipment, which are not considered to be components of net cash provided by operating activities under U.S. GAAP. Therefore any measure that includes proceeds from the sale of property, plant and equipment and purchases of property, plant and equipment has material limitations.
•	It excludes restructuring, acquisition cost, and Transition Tax payments, which are considered to be components of net cash provided by operating activities under U.S. GAAP. Therefore any measure that excludes these items has material limitations.

Local Currency Sales Growth

Mettler-Toledo defines Local Currency Sales Growth as sales growth excluding the effect of currency exchange rate fluctuations that result from translating activity outside of the United States into U.S. dollars. The most directly comparable U.S. GAAP financial measure is U.S. dollar sales growth.

Mettler-Toledo believes that Local Currency Sales Growth is important supplemental information for investors. Mettler-Toledo believes local currency information provides a helpful assessment of business performance and a useful measure of results between periods.

Local Currency Sales Growth is used in addition to and in conjunction with results presented in accordance with U.S. GAAP. Local Currency Sales Growth is not intended to represent U.S. dollar sales growth under U.S. GAAP and should not be considered as an alternative to U.S. dollar sales growth as an indicator of Mettler-Toledo’s performance because of the following limitations.

Limitations of Mettler-Toledo’s non-GAAP measure, Local Currency Sales Growth

Mettler-Toledo’s non-GAAP measure, Local Currency Sales Growth, has certain material limitations as follows:

It does not include the effect of currency exchange rate fluctuations that result from translating activity outside of the United States into U.S. dollars. Because the effect of changes in foreign currency exchange rates is a component of U.S. dollar sales growth under U.S. GAAP, any measure that excludes the effect of changes in foreign currency exchange rates, has material limitations.

Adjusted Earnings per Share, Adjusted Operating Profit, Adjusted Free Cash Flow and Local Currency Sales Growth should not be relied upon to the exclusion of U.S. GAAP financial measures, but reflect additional measures of comparability and means of viewing aspects of Mettler-Toledo’s operations that, when viewed together with its U.S. GAAP results and the accompanying reconciliations to net earnings, net cash provided by operating activities and diluted earnings per share, provide a more complete understanding of factors and trends affecting its business.

Because Adjusted Earnings per Share, Adjusted Operating Profit, Adjusted Free Cash Flow and Local Currency Sales Growth are not standardized, it may not be possible to compare with other companies’ non-GAAP financial measures having the same or similar names. We strongly encourage investors to review our financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

The Release provides a reconciliation of Adjusted Earnings per Share, Adjusted Operating Profit and Adjusted Free Cash Flow to the most comparable financial measures recorded under U.S. GAAP. The Release also presents Local Currency Sales Growth in conjunction with its most comparable financial measure recorded under U.S. GAAP.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
99.1	Press release, dated November 5, 2020 issued by Mettler-Toledo International Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).*<br><br>* Submitted electronically with this Report in accordance with the provision of Regulation S-T.

SIGNATURES

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 hereunto duly authorized.

		METTLER-TOLEDO INTERNATIONAL INC.
Dated:	November 5, 2020	By:	/s/ Shawn P. Vadala
			Shawn P. Vadala
			Chief Financial Officer

7

Document

FOR IMMEDIATE RELEASE	Exhibit 99.1

METTLER-TOLEDO INTERNATIONAL INC. REPORTS

THIRD QUARTER 2020 RESULTS

COLUMBUS, Ohio, USA – November 5, 2020 – Mettler-Toledo International Inc. (NYSE: MTD) today announced third quarter results for 2020. Provided below are the highlights:

•Reported sales increased 7% compared with the prior year. In local currency, sales increased 6% in the quarter as currency benefited reported sales growth by 1%.

•Net earnings per diluted share as reported (EPS) were $6.68, compared with $5.20 in the prior-year period. Adjusted EPS was $7.02, an increase of 22% over the prior-year amount of $5.77. Adjusted EPS is a non-GAAP measure, and a reconciliation to EPS is included on the last page of the attached schedules.

Quarterly Results

Olivier Filliol, President and Chief Executive Officer, stated, "Outstanding growth in China and strong growth in our Laboratory business resulted in excellent performance in the quarter despite negative impacts on our business from COVID-19. Our strong product portfolio combined with innovative sales and marketing strategies are yielding very good results despite the overall challenging environment. With the benefit of our temporary cost initiatives as well as ongoing margin and productivity initiatives, we had a strong increase in Adjusted Operating Profit margins and excellent growth in Adjusted EPS. Finally, cash flow generation was also very robust."

GAAP Results

EPS in the quarter was $6.68, compared with the prior-year amount of $5.20.

Compared with the prior year, total reported sales increased 7% to $807.4 million. By region, reported sales increased 2% in the Americas, 9% in Europe and 11% in Asia/Rest of World. Earnings before taxes amounted to $205.8 million, compared with $169.4 million in the prior year.

Non-GAAP Results

Adjusted EPS was $7.02, an increase of 22% over the prior-year amount of $5.77.

Compared with the prior year, total sales in local currency increased 6% as currency benefited sales growth by 1%. By region, local currency sales increased 3% in the Americas, 4% in Europe and 10% in Asia/Rest of World. Adjusted Operating Profit amounted to $230.0 million, a 17% increase from the prior-year amount of $196.2 million.

Adjusted EPS and Adjusted Operating Profit are non-GAAP measures. Reconciliations to the most comparable GAAP measures are provided in the attached schedules.

Year-to-Date Results

GAAP Results

EPS was $15.92, compared with the prior-year amount of $14.67.

Compared with the prior year, total reported sales decreased 1% to $2.147 billion. By region, reported sales decreased 1% in the Americas and 1% in Europe and was constant in Asia/Rest of World. Earnings before taxes amounted to $479.6 million, compared with $450.3 million in the prior year.

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Non-GAAP Results

Adjusted EPS was $16.30, compared with the prior-year amount of $15.02.

Compared with the prior year, total sales in local currency was constant as currency reduced reported sales by 1%. By region, local currency sales decreased 1% in the Americas and 2% in Europe and increased 1% in Asia/Rest of World. Adjusted Operating Profit amounted to $547.9 million, a 5% increase from the prior-year amount of $521.8 million.

Adjusted EPS and Adjusted Operating Profit are non-GAAP measures. Reconciliations to the most comparable GAAP measures are provided in the attached schedules.

Share Repurchase Authorization

The Company has $0.9 billion remaining under the current authorization for the share repurchase program. The Company announced that the Board of Directors authorized an additional $2.5 billion to the share repurchase program. Any amount remaining under the existing program will be incorporated into the new authorization. Filliol commented, “The additional authorization allows us to continue the share repurchase program, which has provided strong returns for our shareholders over many years. We are confident in our future growth prospects, and our balance sheet and cash flow generation remain very strong.” The Company expects the additional authorization will be utilized over the next several years. The Company added that the repurchases will be made through open market transactions, and the amount and timing will depend on business and market conditions, stock price, trading restrictions, the level of acquisition activity and other factors.

Outlook

The Company stated that forecasting continues to be challenging given the significant uncertainty surrounding COVID-19 and ensuing impact to the global economic environment. While the Company is providing an estimate for sales growth and Adjusted EPS for 2020 and 2021, management cautions that market dynamics and impacts related to COVID-19 are fluid and changes to the business environment can happen quickly. The estimates include significant uncertainty and management acknowledges that market conditions are subject to change.

Based on today's assessment of market conditions, management anticipates the local currency sales growth in the fourth quarter 2020 will be in the range of 4% to 5%, and Adjusted EPS is forecasted to be in the range of $8.60 to $8.70, an increase of 11% to 12%.

For the full year 2020, local currency sales growth is expected to be approximately 1% and Adjusted EPS is forecasted to be $24.87 to $24.97, a growth rate of 9% to 10%. This compares with previous guidance for Adjusted EPS of $22.70 to $23.20.

The Company said that based on its assessment of market conditions today, management anticipates local currency sales growth in 2021 to be in the range of 4% to 6%. This sales growth is expected to result in Adjusted EPS in the range of $27.50 to $28.30. Using the mid-point of 2020 guidance, this would result in Adjusted EPS growth of 10% to 14%.

While the Company has provided an outlook for local currency sales growth and Adjusted EPS, it has not provided an outlook for reported sales growth or EPS as it would require an estimate of currency exchange fluctuations and non-recurring items, which are not yet known.

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Conclusion

Filliol concluded, "The regional dynamics surrounding COVID-19 continue to change rapidly and the outlook for the global economy remains uncertain. We remain focused on factors we can control, namely ensuring the safety of our employees while serving our customers, the majority of which are in essential end markets including life sciences and food manufacturing. We continue to launch leading-edge instruments and services and have adapted our innovative digital sales and marketing approaches to ensure our go-to-market approach is highly effective given current market conditions. As we look to the remainder of 2020 and to 2021, we believe we will continue to gain share and deliver solid results. We will remain agile and adapt as necessary to changes in market conditions."

Other Matters

The Company will host a conference call to discuss its quarterly results today (Thursday, Nov 5) at 5:00 p.m. Eastern Time. To hear a live webcast or replay of the call, visit the investor relations page on the Company’s website at www.mt.com/investors. The presentation referenced in the conference call will be located on the website prior to the call.

METTLER TOLEDO (NYSE: MTD) is a leading global supplier of precision instruments and services. We have strong leadership positions in all of our businesses and believe we hold global number-one market positions in most of them. We are recognized as an innovation leader and our solutions are critical in key R&D, quality control and manufacturing processes for customers in a wide range of industries including life sciences, food and chemicals. Our sales and service network is one of the most extensive in the industry. Our products are sold in more than 140 countries and we have a direct presence in approximately 40 countries. With proven growth strategies and a focus on execution, we have achieved a long-term track record of strong financial performance. For more information, please visit www.mt.com.

Statements in this press release which are not historical facts constitute “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. 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, including statements about expected revenue growth and long-term impacts of the COVID-19 pandemic. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or “continue.” We make forward-looking statements about future events or our future financial performance, including earnings and sales growth, earnings per share, strategic plans and contingency plans, growth opportunities or economic downturns, our ability to respond to changes in market conditions, customer demand, our competitive position, pricing, our supply chain, adequacy of our facilities, access to and the costs of raw materials, shipping and supplier costs, gross margins, planned research and development efforts and product introductions, capital expenditures, cash flow, tax-related matters, the impact of foreign currencies, compliance with laws, effects of acquisitions and the impact of the COVID-19 pandemic on our businesses. Our forward-looking statements may not be accurate or complete, and we do not intend to update or revise them in light of actual results. New risks also periodically arise. Please consider the risks and factors that could cause our results to differ materially from what is described in our forward-looking statements, including the uncertain duration and severity of the COVID-19 pandemic. See in particular “Factors Affecting Our Future Operating Results” 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, 2019 and other reports filed with the SEC from time to time.

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METTLER-TOLEDO INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands except share data)

(unaudited)

		Three months ended				Three months ended
		September 30, 2020			% of sales	September 30, 2019		% of sales
Net sales		$	807,357	(a)	100.0	$	753,866	100.0
Cost of sales		337,749			41.8	318,810		42.3
Gross profit		469,608			58.2	435,056		57.7
Research and development		34,656			4.3	36,015		4.8
Selling, general and administrative		204,974			25.4	202,826		26.9
Amortization		14,121			1.7	12,329		1.6
Interest expense		9,310			1.2	9,800		1.3
Restructuring charges		4,570			0.6	6,732		0.9
Other charges (income), net		(3,832)			(0.5)	(2,005)		(0.3)
Earnings before taxes		205,809			25.5	169,359		22.5
Provision for taxes		44,042			5.5	39,964		5.3
Net earnings		$	161,767		20.0	$	129,395	17.2
Basic earnings per common share:
Net earnings		$	6.76			$	5.28
Weighted average number of common shares		23,922,272				24,487,268
Diluted earnings per common share:
Net earnings		$	6.68			$	5.20
Weighted average number of common and common equivalent shares		24,225,204				24,880,179
Note:
(a)	Local currency sales increased 6% as compared to the same period in 2019.
RECONCILIATION OF EARNINGS BEFORE TAXES TO ADJUSTED OPERATING PROFIT
		Three months ended				Three months ended
		September 30, 2020			% of sales	September 30, 2019		% of sales
Earnings before taxes		$	205,809			$	169,359
Amortization		14,121				12,329
Interest expense		9,310				9,800
Restructuring charges		4,570				6,732
Other charges (income), net		(3,832)				(2,005)
Adjusted operating profit		$	229,978	(b)	28.5	$	196,215	26.0
Note:
(b)	Adjusted operating profit increased 17% as compared to the same period in 2019.

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METTLER-TOLEDO INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands except share data)

(unaudited)

		Nine months ended				Nine months ended
		September 30, 2020			% of sales	September 30, 2019		% of sales
Net sales		$	2,147,192	(a)	100.0	$	2,164,684	100.0
Cost of sales		905,205			42.2	921,771		42.6
Gross profit		1,241,987			57.8	1,242,913		57.4
Research and development		100,236			4.7	108,650		5.0
Selling, general and administrative		593,852			27.7	612,466		28.3
Amortization		42,008			2.0	36,877		1.7
Interest expense		29,111			1.3	27,776		1.3
Restructuring charges		7,335			0.3	11,146		0.5
Other charges (income), net		(10,118)			(0.5)	(4,253)		(0.2)
Earnings before taxes		479,563			22.3	450,251		20.8
Provision for taxes		93,119			4.3	81,891		3.8
Net earnings		$	386,444		18.0	$	368,360	17.0
Basic earnings per common share:
Net earnings		$	16.13			$	14.93
Weighted average number of common shares		23,963,311				24,677,546
Diluted earnings per common share:
Net earnings		$	15.92			$	14.67
Weighted average number of common and common equivalent shares		24,272,354				25,103,173
Note:
(a)	Local currency sales were flat compared to the same period in 2019.
RECONCILIATION OF EARNINGS BEFORE TAXES TO ADJUSTED OPERATING PROFIT
		Nine months ended				Nine months ended
		September 30, 2020			% of sales	September 30, 2019		% of sales
Earnings before taxes		$	479,563			$	450,251
Amortization		42,008				36,877
Interest expense		29,111				27,776
Restructuring charges		7,335				11,146
Other charges (income), net		(10,118)				(4,253)
Adjusted operating profit		$	547,899	(b)	25.5	$	521,797	24.1
Note:
(b)	Adjusted operating profit increased 5% as compared to the same period in 2019.

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METTLER-TOLEDO INTERNATIONAL INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands)

(unaudited)

	September 30, 2020		December 31, 2019
Cash and cash equivalents	$	153,686	$	207,785
Accounts receivable, net	521,777		566,256
Inventories	292,329		274,285
Other current assets and prepaid expenses	78,528		61,321
Total current assets	1,046,320		1,109,647
Property, plant and equipment, net	758,010		748,657
Goodwill and other intangible assets, net	740,873		742,221
Other non-current assets	221,333		188,796
Total assets	$	2,766,536	$	2,789,321
Short-term borrowings and maturities of long-term debt	$	55,111	$	55,868
Trade accounts payable	146,646		185,592
Accrued and other current liabilities	562,324		513,052
Total current liabilities	764,081		754,512
Long-term debt	1,169,136		1,235,350
Other non-current liabilities	390,252		378,679
Total liabilities	2,323,469		2,368,541
Shareholders’ equity	443,067		420,780
Total liabilities and shareholders’ equity	$	2,766,536	$	2,789,321

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METTLER-TOLEDO INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

(unaudited)

	Three months ended				Nine months ended
	September 30,				September 30,
	2020		2019		2020		2019
Cash flow from operating activities:
Net earnings	$	161,767	$	129,395	$	386,444	$	368,360
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation	10,622		9,958		30,949		29,348
Amortization	14,121		12,329		42,008		36,877
Deferred tax (benefit) expense	(2,420)		(3,082)		(6,990)		(17,963)
Other	4,430		4,465		13,248		13,255
Increase (decrease) in cash resulting from changes in
operating assets and liabilities	36,559		22,811		8,171		(28,136)
Net cash provided by operating activities	225,079		175,876		473,830		401,741
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment	1,021		32		3,046		1,248
Purchase of property, plant and equipment	(20,339)		(26,928)		(57,428)		(71,627)
Acquisitions	—		(1,500)		(6,242)		(2,004)
Net hedging settlements on intercompany loans	(140)		(2,873)		(9,421)		(4,099)
Net cash used in investing activities	(19,458)		(31,269)		(70,045)		(76,482)
Cash flows from financing activities:
Proceeds from borrowings	72,262		168,881		1,148,360		807,711
Repayments of borrowings	(63,066)		(128,066)		(1,231,191)		(660,795)
Proceeds from exercise of stock options	8,444		159		26,194		37,916
Repurchases of common stock	(199,999)		(186,250)		(399,999)		(558,749)
Acquisition contingent consideration payment	—		—		—		(10,000)
Other financing activities	—		—		(800)		1,753
Net cash used in financing activities	(182,359)		(145,276)		(457,436)		(382,164)
Effect of exchange rate changes on cash and cash equivalents	3,147		(3,236)		(448)		(671)
Net decrease in cash and cash equivalents	26,409		(3,905)		(54,099)		(57,576)
Cash and cash equivalents:
Beginning of period	127,277		124,439		207,785		178,110
End of period	$	153,686	$	120,534	$	153,686	$	120,534
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO ADJUSTED FREE CASH FLOW
Net cash provided by operating activities	$	225,079	$	175,876	$	473,830	$	401,741
Payments in respect of restructuring activities	1,634		2,604		6,261		9,450
Transition tax payment	4,264		—		4,264		4,289
Proceeds from sale of property, plant and equipment	1,021		32		3,046		1,248
Purchase pf property, plant and equipment	(20,339)		(26,928)		(57,428)		(71,627)
Adjusted free cash flow	$	211,659	$	151,584	$	429,973	$	345,101

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METTLER-TOLEDO INTERNATIONAL INC.

OTHER OPERATING STATISTICS

SALES GROWTH BY DESTINATION
(unaudited)
				Europe			Americas	Asia/RoW			Total
U.S. Dollar Sales Growth (Decrease)
	Three Months Ended September 30, 2020			9%			2%	11%			7%
	Nine Months Ended September 30, 2020			(1)%			(1)%	0%			(1)%
Local Currency Sales Growth (Decrease)
	Three Months Ended September 30, 2020			4%			3%	10%			6%
	Nine Months Ended September 30, 2020			(2)%			(1)%	1%			0%
RECONCILIATION OF DILUTED EPS AS REPORTED TO ADJUSTED DILUTED EPS
(unaudited)
								Nine months ended
								September 30,
				2019			% Growth	2020			2019			% Growth
EPS as reported, diluted		6.68		$	5.20		28%	$	15.92		$	14.67		9%
Restructuring charges, net of tax			(a)	0.22		(a)		0.24		(a)	0.36		(a)
Purchased intangible amortization, net of tax			(b)	0.11		(b)		0.35		(b)	0.32		(b)
Income tax expense			(c)	0.24		(c)		(0.21)		(c)	(0.33)		(c)
Adjusted EPS, diluted		7.02		$	5.77		22%	$	16.30		$	15.02		9%
Notes:
(a)	Represents the EPS impact of restructuring charges of 4.6 million (3.6 million after tax) and 6.7 million (5.4 million after tax) for the three months ended September 30, 2020 and 2019, and 7.3 million (5.8 million after tax) and 11.1 million (8.9 million after tax) for the nine months ended September 30, 2020 and 2019, respectively, which primarily include employee related costs.
(b)	Represents the EPS impact of purchased intangibles amortization of 3.8 million (2.8 million after tax) and 3.7 million (2.8 million after tax) for the three months ended September 30, 2020 and 2019, and of 11.2 million (8.5 million after tax) and 10.6 million (8.0 million after tax) for the nine months ended September 30, 2020 and 2019, respectively.
(c)	Represents the EPS impact of the difference between our quarterly and estimated annual tax rate before non-recurring discrete items during the three and nine months ended September 30, 2020 and 2019 due to the timing of excess tax benefits associated with stock option exercises.

All values are in US Dollars.

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