Table of Contents

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 20162017, OR
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO ________________
Commission File Number: 1-13595
Mettler-Toledo International Inc.

(Exact name of registrant as specified in its charter)

Delaware 13-3668641
(State or other jurisdiction of (I.R.S Employer Identification No.)
incorporation or organization)  
1900 Polaris Parkway
Columbus, Ohio 43240
and
Im Langacher, P.O. Box MT-100
CH 8606 Greifensee, Switzerland

 (Address of principal executive offices)
(Zip Code)

1-614-438-4511 and +41-44-944-22-11

(Registrant's telephone number, including area code)

not applicable

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   X  No ___

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web-site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes   X  No ___             
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer.  X Accelerated filer __ Non-accelerated filer __ (Do not check if a smaller reporting company)Smaller reporting company __ Emerging growth company __

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ___ No  X 

The Registrant had 26,489,61025,668,054 shares of Common Stock outstanding at June 30, 20162017.
 




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

  PAGE
  
   
 
   
  
   
 

   
 
   
 
   
 
   
 
   
 
   
   
   
   
  
   
   
   
   
   
   
   


PART I. FINANCIAL INFORMATION
Item 1.Financial Statements

METTLER-TOLEDO INTERNATIONAL INC.
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Three months ended June 30, 20162017 and 20152016
(In thousands, except share data)
(unaudited)

June 30,
2016
 June 30,
2015
June 30,
2017
 June 30,
2016
Net sales      
Products$470,605
 $449,702
$512,848
 $470,605
Service137,681
 132,355
140,808
 137,681
Total net sales608,286
 582,057
653,656
 608,286
Cost of sales      
Products183,322
 183,127
200,281
 183,322
Service77,388
 76,018
78,458
 77,388
Gross profit347,576
 322,912
374,917
 347,576
Research and development30,701
 29,794
32,854
 30,701
Selling, general and administrative187,798
 174,808
193,517
 187,798
Amortization8,655
 7,634
10,249
 8,655
Interest expense6,872
 6,942
8,171
 6,872
Restructuring charges2,205
 1,720
4,023
 2,205
Other charges (income), net8,173
 (33)(744) 8,173
Earnings before taxes103,172
 102,047
126,847
 103,172
Provision for taxes23,584
 24,490
25,267
 23,584
Net earnings$79,588
 $77,557
$101,580
 $79,588
      
Basic earnings per common share:      
Net earnings$2.99
 $2.79
$3.94
 $2.99
Weighted average number of common shares26,631,015
 27,843,905
25,751,374
 26,631,015
      
Diluted earnings per common share:      
Net earnings$2.93
 $2.73
$3.84
 $2.93
Weighted average number of common and common equivalent shares27,143,284
 28,460,336
26,439,529
 27,143,284
      
Comprehensive income, net of tax (Note 9)$56,630
 $99,337
Comprehensive income, net of tax (Note 8)$134,314
 $56,630


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

METTLER-TOLEDO INTERNATIONAL INC.
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Six months ended June 30, 20162017 and 20152016
(In thousands, except share data)
(unaudited)

June 30,
2016
 June 30,
2015
June 30,
2017
 June 30,
2016
Net sales      
Products$883,897
 $862,606
$970,108
 $883,897
Service264,063
 255,152
278,115
 264,063
Total net sales1,147,960
 1,117,758
1,248,223
 1,147,960
Cost of sales      
Products349,179
 347,793
376,083
 349,179
Service151,298
 148,248
154,323
 151,298
Gross profit647,483
 621,717
717,817
 647,483
Research and development59,674
 58,255
64,246
 59,674
Selling, general and administrative356,719
 347,846
377,689
 356,719
Amortization17,079
 15,162
20,294
 17,079
Interest expense13,452
 13,667
15,912
 13,452
Restructuring charges3,085
 2,627
5,455
 3,085
Other charges (income), net7,889
 (850)(6,474) 7,889
Earnings before taxes189,585
 185,010
240,695
 189,585
Provision for taxes44,323
 44,402
46,649
 44,323
Net earnings$145,262
 $140,608
$194,046
 $145,262
      
Basic earnings per common share:      
Net earnings$5.42
 $5.03
$7.51
 $5.42
Weighted average number of common shares26,781,154
 27,978,814
25,841,243
 26,781,154
      
Diluted earnings per common share:      
Net earnings$5.32
 $4.91
$7.32
 $5.32
Weighted average number of common and common equivalent shares27,283,012
 28,611,637
26,514,311
 27,283,012
      
Comprehensive income, net of tax (Note 9)$129,136
 $156,132
Comprehensive income, net of tax (Note 8)$250,658
 $129,136


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

METTLER-TOLEDO INTERNATIONAL INC.
INTERIM CONSOLIDATED BALANCE SHEETS
As of June 30, 20162017 and December 31, 20152016
(In thousands, except share data)
(unaudited)

June 30,
2016
 December 31,
2015
June 30,
2017
 December 31,
2016
ASSETS
Current assets:      
Cash and cash equivalents$114,646
 $98,887
$146,334
 $158,674
Trade accounts receivable, less allowances of $13,918 at June 30, 2016   
and $14,435 at December 31, 2015407,972
 411,420
Trade accounts receivable, less allowances of $15,306 at June 30, 2017   
and $14,234 at December 31, 2016448,098
 454,988
Inventories234,006
 214,383
253,734
 222,047
Current deferred tax assets, net70,940
 67,483
Other current assets and prepaid expenses72,696
 70,642
65,587
 61,075
Total current assets900,260
 862,815
913,753
 896,784
Property, plant and equipment, net514,312
 517,229
600,900
 563,707
Goodwill444,278
 446,284
483,757
 476,378
Other intangible assets, net114,002
 115,252
164,134
 167,055
Non-current deferred tax assets, net22,958
 22,873
Deferred tax assets, net39,326
 33,951
Other non-current assets65,937
 52,186
46,080
 28,902
Total assets$2,061,747
 $2,016,639
$2,247,950
 $2,166,777
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:      
Trade accounts payable$131,888
 $142,075
$143,607
 $146,593
Accrued and other liabilities120,278
 127,645
124,879
 133,167
Accrued compensation and related items108,001
 136,414
118,705
 140,461
Deferred revenue and customer prepayments117,906
 88,829
126,190
 100,330
Taxes payable69,178
 63,241
53,820
 47,990
Current deferred tax liabilities22,912
 22,435
Short-term borrowings and current maturities of long-term debt20,945
 14,488
21,608
 18,974
Total current liabilities591,108
 595,127
588,809
 587,515
Long-term debt693,263
 575,138
947,781
 875,056
Non-current deferred tax liabilities78,034
 71,365
Deferred tax liabilities37,106
 64,306
Other non-current liabilities207,380
 194,552
212,335
 204,957
Total liabilities1,569,785
 1,436,182
1,786,031
 1,731,834
Commitments and contingencies (Note 15)

 

Commitments and contingencies (Note 14)

 

Shareholders’ equity:      
Preferred stock, $0.01 par value per share; authorized 10,000,000 shares
 

 
Common stock, $0.01 par value per share; authorized 125,000,000 shares;      
issued 44,786,011 and 44,786,011 shares; outstanding 26,489,610 and   
27,090,118 shares at June 30, 2016 and December 31, 2015, respectively448
 448
issued 44,786,011 and 44,786,011 shares; outstanding 25,668,054 and   
26,020,234 shares at June 30, 2017 and December 31, 2016, respectively448
 448
Additional paid-in capital715,971
 697,570
738,349
 730,556
Treasury stock at cost (18,296,401 shares at June 30, 2016, and 17,695,893 shares at December 31, 2015)(2,776,454) (2,543,229)
Treasury stock at cost (19,117,957 shares at June 30, 2017, and 18,765,777 shares at December 31, 2016)(3,235,176) (3,006,771)
Retained earnings2,834,772
 2,692,317
3,256,684
 3,065,708
Accumulated other comprehensive income (loss)(282,775) (266,649)(298,386) (354,998)
Total shareholders’ equity491,962
 580,457
461,919
 434,943
Total liabilities and shareholders’ equity$2,061,747
 $2,016,639
$2,247,950
 $2,166,777


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

METTLER-TOLEDO INTERNATIONAL INC.
INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Six months ended June 30, 20162017 and twelve months ended December 31, 20152016
(In thousands, except share data)
(unaudited)

                          
    Additional Paid-in Capital     Accumulated Other Comprehensive Income (Loss)      Additional Paid-in Capital     Accumulated Other Comprehensive Income (Loss)  
Common Stock Treasury Stock Retained Earnings  Common Stock Treasury Stock Retained Earnings  
Shares Amount TotalAccumulated Other Comprehensive Income (Loss)Shares Amount TotalAccumulated Other Comprehensive Income (Loss)
Balance at December 31, 201428,243,007
 $448
 $670,418
 $(2,095,656) $2,357,334
 $(212,949) 
Balance at December 31, 201527,090,118
 $448
 $697,570
 $(2,543,229) $2,692,317
 $(266,649) 
Exercise of stock options and restricted                          
stock units403,908
 
 
 47,393
 (17,837) 
 29,556
278,623
 
 
 36,450
 (10,979) 
 25,471
Repurchases of common stock(1,556,797) 
 
 (494,966) 
 
 (494,966)(1,348,507) 
 
 (499,992) 
 
 (499,992)
Tax benefit resulting from exercise of                          
certain employee stock options
 
 12,929
 
 
 
 12,929

 
 17,680
 
 
 
 17,680
Share-based compensation
 
 14,223
 
 
 
 14,223

 
 15,306
 
 
 
 15,306
Net earnings
 
 
 
 352,820
 
 352,820

 
 
 
 384,370
 
 384,370
Other comprehensive income (loss),                          
net of tax
 
 
 
 
 (53,700) (53,700)
 
 
 
 
 (88,349) (88,349)
Balance at December 31, 201527,090,118
 $448
 $697,570
 $(2,543,229) $2,692,317
 $(266,649) $580,457
Balance at December 31, 201626,020,234
 $448
 $730,556
 $(3,006,771) $3,065,708
 $(354,998) $434,943
Exercise of stock options and restricted                          
stock units131,737
 
 
 16,772
 (2,807) 
 13,965
153,413
 
 
 21,544
 (4,609) 
 16,935
Repurchases of common stock(732,245) 
 
 (249,997) 
 
 (249,997)(505,593) 
 
 (249,949) 
 
 (249,949)
Tax benefit resulting from exercise of             
certain employee stock options
 
 11,152
 
 
 
 11,152
Share-based compensation
 
 7,249
 
 
 
 7,249

 
 7,793
 
 
 
 7,793
Effect of accounting change (Note 2)
 
 
 
 1,539
 
 1,539
Net earnings
 
 
 
 145,262
 
 145,262

 
 
 
 194,046
 
 194,046
Other comprehensive income (loss),                          
net of tax (Note 9)
 
 
 
 
 (16,126) (16,126)
Balance at June 30, 201626,489,610
 $448
 $715,971
 $(2,776,454) $2,834,772
 $(282,775) $491,962
net of tax (Note 8)
 
 
 
 
 56,612
 56,612
Balance at June 30, 201725,668,054
 $448
 $738,349
 $(3,235,176) $3,256,684
 $(298,386) $461,919
                          


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

METTLER-TOLEDO INTERNATIONAL INC.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
Six months ended June 30, 20162017 and 20152016
(In thousands)
(unaudited)

June 30,
2016
 June 30,
2015
June 30,
2017
 June 30,
2016
Cash flows from operating activities:      
Net earnings$145,262
 $140,608
$194,046
 $145,262
Adjustments to reconcile net earnings to net cash provided by operating activities:      
Depreciation16,116
 16,658
15,919
 16,116
Amortization17,079
 15,162
20,294
 17,079
Deferred tax benefit(8,852) (2,681)(3,840) (8,852)
Excess tax benefits from share-based payment arrangements(11,152) (1,278)
Share-based compensation7,249
 6,981
7,793
 7,249
Gain on facility sale(3,394) 
Other230
 (101)
Non-cash pension settlement charge8,189
 

 8,189
Other(101) 89
Increase (decrease) in cash resulting from changes in:      
Trade accounts receivable, net5,189
 21,764
23,541
 5,189
Inventories(20,029) (18,659)(21,164) (20,029)
Other current assets(3,519) (959)(235) (3,519)
Trade accounts payable(8,673) (7,593)(7,176) (8,673)
Taxes payable5,351
 7,836
(9,058) 5,351
Accruals and other(884) (14,143)(11,579) (884)
Net cash provided by operating activities151,225
 163,785
205,377
 162,377
Cash flows from investing activities:      
Proceeds from sale of property, plant and equipment218
 127
10,209
 218
Purchase of property, plant and equipment(28,858) (35,923)(48,529) (28,858)
Acquisitions(4,329) (300)(697) (4,329)
Net hedging settlements on intercompany loans1,075
 (12,811)(1,033) 1,075
Net cash used in investing activities(31,894) (48,907)(40,050) (31,894)
Cash flows from financing activities:      
Proceeds from borrowings392,560
 493,450
672,921
 392,560
Repayments of borrowings(269,684) (313,923)(615,162) (269,684)
Proceeds from stock option exercises13,965
 17,738
16,935
 13,965
Repurchases of common stock(249,997) (247,473)(249,949) (249,997)
Excess tax benefits from share-based payment arrangements11,152
 1,278
Other financing activities(680) (854)(7,205) (680)
Net cash used in financing activities(102,684) (49,784)(182,460) (113,836)
Effect of exchange rate changes on cash and cash equivalents(888) (1,048)4,793
 (888)
Net increase (decrease) in cash and cash equivalents15,759
 64,046
(12,340) 15,759
Cash and cash equivalents:      
Beginning of period98,887
 85,263
158,674
 98,887
End of period$114,646
 $149,309
$146,334
 $114,646


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

- 7 -

Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 20162017 – Unaudited
(In thousands, except share data, unless otherwise stated)


1.BASIS OF PRESENTATION
Mettler-Toledo International Inc. ("Mettler-Toledo" or the "Company") is a leading global supplier of precision instruments and services. The Company manufactures weighing instruments for use in laboratory, industrial, packaging, logistics and food retailing applications. The Company also manufactures several related analytical instruments and provides automated chemistry solutions used in drug and chemical compound discovery and development. In addition, the Company manufactures metal detection and other end-of-line inspection systems used in production and packaging and provides solutions for use in certain process analytics applications. The Company's primary manufacturing facilities are located in China, Germany, Switzerland, the United Kingdom and the United States. The Company's principal executive offices are located in Columbus, Ohio and Greifensee, Switzerland.
The accompanying interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include all entities in which the Company has control, which are its wholly-owned subsidiaries. The interim consolidated financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20152016.
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 six months ended June 30, 20162017 are not necessarily indicative of the results to be expected for the full year ending December 31, 2016.2017.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates. A discussion of the Company’s critical accounting policies is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.2016.
All intercompany transactions and balances have been eliminated.
Certain reclassifications have been made to prior year amounts to conform to the current year presentation.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Trade Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts represents the Company’s best estimate of probable credit losses in its existing trade accounts receivable. The Company determines the allowance based upon a review of both specific accounts for collection and the age of the accounts receivable portfolio.

- 8 -

Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 20162017 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

Inventories
Inventories are valued at the lower of cost or net realizable value. Cost, which includes direct materials, labor and overhead, is generally determined using the first in, first out (FIFO) method. The estimated net realizable value is based on assumptions for future demand and related pricing. Adjustments to the cost basis of the Company’s inventory are made for excess and obsolete items based on usage, orders and technological obsolescence. If actual market conditions are less favorable than those projected by management, reductions in the value of inventory may be required.
Inventories consisted of the following:
June 30,
2016
 December 31,
2015
June 30,
2017
 December 31,
2016
Raw materials and parts$101,369
 $98,252
$113,113
 $100,408
Work-in-progress41,433
 35,100
50,245
 41,454
Finished goods91,204
 81,031
90,376
 80,185
$234,006
 $214,383
$253,734
 $222,047
Goodwill and Other Intangible Assets
Goodwill, representing the excess of purchase price over the net asset value of companies acquired, and indefinite-lived intangible assets are not amortized, but are reviewed for impairment annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that an asset might be impaired. The annual evaluation for goodwill and indefinite-lived intangible assets are generally based on an assessment of qualitative and quantitative factors to determine whether it is more likely than not that the fair value of the asset is less than its carrying amount.
Other intangible assets include indefinite-lived assets and assets subject to amortization. Where applicable, amortization is charged on a straight-line basis over the expected period of benefit. 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 "Intangible - Goodwill and Other" and ASC 360 "Property, Plant and Equipment".
Other intangible assets consisted of the following:
June 30, 2016 December 31, 2015June 30, 2017 December 31, 2016
Gross
Amount
 
Accumulated
Amortization
 Intangibles, Net 
Gross
Amount
 
Accumulated
Amortization
 Intangibles, Net
Gross
Amount
 
Accumulated
Amortization
 Intangibles, Net 
Gross
Amount
 
Accumulated
Amortization
 Intangibles, Net
Customer relationships$98,867
 $(32,577) $66,290
 $98,175
 $(30,836) $67,339
$148,275
 $(37,831) $110,444
 $147,466
 $(34,672) $112,794
Proven technology and patents54,520
 (34,060) 20,460
 52,938
 (32,444) 20,494
59,884
 (37,365) 22,519
 58,394
 (35,128) 23,266
Tradename (finite life)4,289
 (2,212) 2,077
 4,200
 (2,158) 2,042
4,421
 (2,725) 1,696
 4,182
 (2,514) 1,668
Tradename (indefinite life)24,788
 
 24,788
 24,814
 
 24,814
28,369
 
 28,369
 28,272
 
 28,272
Other2,143
 (1,756) 387
 2,111
 (1,548) 563
3,042
 (1,936) 1,106
 2,871
 (1,816) 1,055
$184,607
 $(70,605) $114,002
 $182,238
 $(66,986) $115,252
$243,991
 $(79,857) $164,134
 $241,185
 $(74,130) $167,055

- 9 -

Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 20162017 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

The Company recognized amortization expense associated with the above intangible assets of $1.7$2.5 million and $1.6$1.7 million for the three months ended June 30, 20162017 and 2015,2016, respectively and $3.5$5.0 million and $3.1$3.5 million for the six months ended June 30, 20162017 and 2015,2016, respectively. The annual aggregate amortization expense based on the current balance of other intangible assets is estimated at $6.8 million for 2016, $6.5$9.9 million for 2017, $6.2$9.7 million for 2018, $5.9$9.2 million for 2019, $5.6$8.9 million for 2020, and $5.3$8.3 million for 2021.2021 and $7.3 million for 2022. Purchased intangible amortization was $1.5$2.3 million, $1.0$1.5 million after tax, and $1.4$1.5 million, $0.9$1.0 million after tax, for the three months ended June 30, 2017 and 2016, respectively and 2015, respectively$4.6 million, $3.0 million after tax, and $3.2 million, $2.1 million after tax, and $2.8 million, $1.9 million after tax, for the six months ended June 30, 20162017 and 2015,2016, respectively.
In addition to the above amortization, the Company recorded amortization expense associated with capitalized software of $6.9$7.7 million and $6.0$6.9 million for the three months ended June 30, 20162017 and 2015,2016, respectively and $13.4$15.2 million and $11.9$13.4 million for the six months ended June 30, 20162017 and 2015,2016, respectively.
Revenue Recognition
Revenue is recognized when title to a product has transferred and any significant customer obligations have been fulfilled. Standard shipping terms are generally FOB shipping point in most countries and, accordingly, title and risk of loss transfers upon shipment. In countries where title cannot legally transfer before delivery, the Company defers revenue recognition until delivery has occurred. The Company generally maintains the right to accept or reject a product return in its terms and conditions and also maintains appropriate accruals for outstanding credits. Shipping and handling costs charged to customers are included in total net sales and the associated expense is recorded in cost of sales for all periods presented. Other than a few small software applications, the Company does not sell software products without the related hardware instrument as the software is embedded in the instrument. The Company’s products typically require no significant production, modification or customization of the hardware or software that is essential to the functionality of the products. To the extent the Company’s solutions have a post-shipment obligation, revenue is deferred until the obligation has been completed. The Company defers product revenue where installation is required, unless such installation is deemed perfunctory. The Company also sometimes enters into certain arrangements that require the separate delivery of multiple goods and/or services. These deliverables are accounted for separately if the deliverables have standalone value and the performance of undelivered items is probable and within the Company's control. The allocation of revenue between the separate deliverables is typically based on the relative selling price at the time of the sale in accordance with a number of factors including service technician billing rates, time to install and geographic location.
Further, certain products are also sold through indirect distribution channels whereby the distributor assumes any further obligations to the customer upon title transfer. Revenue is recognized on these products upon transfer of title and risk of loss to its distributors. Distributor discounts are offset against revenue at the time such revenue is recognized.
Service revenue not under contract is recognized upon the completion of the service performed. Spare parts sold on a stand-alone basis are recognized upon title and risk of loss transfer which is generally at the time of shipment. Revenues from service contracts are recognized ratably over the contract period. These contracts represent an obligation to perform repair and other services including regulatory compliance qualification, calibration, certification and preventative maintenance on a customer’s pre-defined equipment over the contract period. Service contracts are separately priced and payment is typically received from the customer at the beginning of the contract period.
Warranty
The Company generally offers one-yearone-year warranties on most of its products. Product warranties are recorded at the time revenue is recognized. While the Company engages in extensive product quality

- 10 -

Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 20162017 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

programs and processes, its warranty obligations are affected by product failure rates, material usage and service costs incurred in correcting a product failure.
Employee Termination Benefits
In situations where contractual termination benefits exist, the Company records accruals for employee termination benefits when it is probable that a liability has been incurred and the amount of the liability is reasonably estimable. All other employee termination arrangements are recognized and measured at their fair value at the communication date unless the employee is required to render additional service beyond the legal notification period, in which case the liability is recognized ratably over the future service period.
Share-Based Compensation
The Company recognizes share-based compensation expense within selling, general and administrative in the consolidated statements of operations and other comprehensive income with a corresponding offset to additional paid-in capital in the consolidated balance sheet. The Company recorded $3.6$3.9 million and $7.2$7.8 million of share-based compensation expense for the three and six months ended June 30, 2016,2017, respectively, compared to $3.5$3.6 million and $7.0$7.2 million for the corresponding periods in 2015.2016.
Research and Development
Research and development costs primarily consist of salaries, consulting and other costs. The Company expenses these costs as incurred.

Recent Accounting Pronouncements
In May 2014,January 2017, the Company adopted ASU 2016-09, to ASC 718 "Compensation - Stock Compensation." The primary impact of adoption was the recognition of excess tax benefits from stock option exercises within the provision for taxes rather than within shareholder's equity, and a change in the determination of diluted earnings per common share. The Company adopted the guidance on a prospective basis, and expects its estimated annual tax rate will be reduced by 2% in 2017. The adoption of this guidance also reduced the Company's income tax rate by approximately 4% and 5% for the three and six months ending June 30, 2017. In addition, the Company recognized additional deferred tax assets of $1.5 million as a cumulative adjustment within shareholder's equity. The Company also classified on a retrospective basis the excess tax benefits from stock option exercises of $11.2 million as operating activities in the prior period Statements of Cash Flows. For additional disclosure, see Note 5 to the interim consolidated financial statements.
The FASB issued ASU 2014-09, ASU 2016-10 and ASU 2016-12 to ASC 606 "Revenue from Contracts with Customers." ASU 2014-09 provides authoritative guidance clarifying the principles for recognizing revenue and developing a common revenue standard for U.S. GAAP. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. Additionally, the guidance requires improved disclosure to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. TheASU 2016-10 provides guidance becomes effective for the Company for the year beginning January 1, 2018. We are currently evaluating the impact the adoption of this guidance will have on the Company's consolidated results of operations, financial position,identifying performance obligations as they pertain to immaterial promised goods or services, shipping and disclosures.
In May 2016, the FASB issuedhandling activities, and identifying when promises represent performance obligations. ASU 2016-12 "Revenue from Contracts with Customers," which amends ASU 2014-09. The ASU provides guidance for assessing collectability, presentation of sales taxes, noncash considerations, and completed contract modifications at transition. The guidance becomes effective for the Company for the year beginning January 1, 2018. We are currently evaluatingThe Company is finalizing its evaluation of the impact of the adoption of this guidance and believes it will have an immaterial impact on the Company's consolidated results of operations and financial position, and disclosures.
In May 2016, the FASB issued ASU 2016-10, "Revenue from Contracts with Customers," which amends ASU 2014-09.position. The ASU provides guidance for identifying performance obligations as they pertain to immaterial promised goods or services, shipping and handling activities, and identifying when promises represent performance obligations. The guidance becomes effective for the Company for the year beginning January 1, 2018. We are currently evaluating the impact the adoption of this guidance will have on the Company's consolidated results of operations, financial position, and disclosures.

- 11 -

Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 20162017 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

estimated impact to the Company's results is expected to be immaterial because most of its performance obligations are satisfied at the time of title transfer and risk of loss to the customer which is generally upon shipment. In addition, contracts with end-customers typically do not exceed a year, and generally pertain to service contracts that represent an obligation to perform repair or other services on a customer's pre-defined equipment over the contract period. The Company also sometimes enters into contracts with end-customers that comprise arrangements that require separate delivery of multiple goods and/or services, including post-shipment obligations such as installation. Immaterial impacts from adopting the new standard include the recognition of certain revenue for performance obligations that were deferred until post-shipment obligations were completed. The number of performance obligations under the new standard is also not materially different from the Company's financial accounting and reporting model under the existing standard. The Company is still evaluating the adoption method it will elect upon implementation. The Company is also in the process of implementing appropriate changes to its business processes, systems and controls to support recognition and disclosures under the new standard.
In March 2016,2017, the FASB issued ASU 2016-09,2017-7, to ASC 718 "Compensation - Stock Compensation.715 "Compensation-Retirement Benefits," which will require the Company to report the non-service cost components of net periodic benefit cost in other charges (income), net. The new guidance allows for the simplification related to several aspects of the accounting for share-based payment transactions, including income tax consequences, the accounting for forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance canmust be applied either on a retrospective or prospective basisretrospectively and becomes effective for annual periodsthe year beginning after December 15, 2016. We are currently evaluatingJanuary 1, 2018. The Company expects the impact the adoption of this guidance will have on the Company's consolidated results of operations, financial position, and disclosures.be immaterial.
In February 2016, the FASB issued ASU 2016-02 to ASC 842 "Leases." The accounting guidance primarily requires lessees to recognize most leases on their balance sheet as a right to use asset and a lease liability, with the exception of short term leases. A lessee will continue to recognize lease expense on a straight-line basis for leases classified as operating leases. The guidance becomes effective for fiscal years beginning after December 15, 2018 and must be applied on a retrospective basis with early adoption permitted. The Company is currently evaluating the impact of this guidance on ourthe financial statements and the timing of adoption.
In November 2015, the FASB issued ASU 2015-17, to ASC 740 "Income Taxes." The guidance simplifies the balance sheet classification of deferred taxes. The new guidance requires that all deferred tax balances be presented as non-current. This change, which can be early adopted, conforms U.S. GAAP to IFRS. The guidance becomes effective for the Company for the year beginning January 1, 2017. The adoption of this guidance would have reduced current assets and increased non-current assets by approximately $70.9 million and reduced current liabilities and increased non-current liabilities by approximately $22.9 million on the Company's consolidated balance sheet at June 30, 2016.
In May 2015, the FASB issued ASU 2015-07, to ASC 820 "Fair Value Measurements." ASU 2015-07 removes the requirement to categorize investments using the net asset value per share method within the fair value hierarchy. The Company will adopt the guidance in the fourth quarter of 2016, which will have an immaterial impact on the consolidated financial statements.
3.ACQUISITIONS
In May 2016, the Company entered into an agreement to acquire substantially all of the assets of Henry Troemner, LLC, a leading supplier of lab equipment, weights and weight calibration based in the United States. Total consideration for the acquisition is approximately $96 million. The acquisition is expected to be consummated in the third quarter of 2016 and will be funded by the Company's existing Credit Agreement.
In 2016, the Company consummated acquisitions totaling $4.3 million, which included additional cash consideration of $0.5 million. Goodwill recorded in connection with the acquisitions totaled $2.0 million. The Company also recorded $1.2 million of identified intangibles primarily pertaining to customer relationships in connection with the acquisitions, which will be amortized on a straight-line basis over 10 years.

4.3.     FINANCIAL INSTRUMENTS
The Company has limited involvement with derivative financial instruments and does not use them for trading purposes. The Company enters into certain interest rate swap agreements in order to manage its exposure to changes in interest rates. The amount of the Company's fixed obligation interest payments may change based upon the expiration dates of its interest rate swap agreements and the level and composition of its debt. The Company also enters into certain foreign currency forward contracts to limit the Company's exposure to currency fluctuations on the respective hedged items. As also mentioned in Note 7,6, the Company has designated its euro denominated debt as a hedge of a portion of its net

- 12 -

Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2016 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

investment in euro-denominated foreign operations. For additional disclosures on the fair value of financial instruments, see Note 5.4 to the interim consolidated financial statements.
Cash Flow Hedges
In July 2012,June 2017, the Company began enteringentered into foreigna cross currency forward contracts,swap arrangement designated as a cash flow hedges, to hedge certain forecasted intercompany sales denominated in euro with its Swiss-based business. In January 2015, prior tohedge. The agreement converts $100 million of borrowings under the Swiss National Bank's abandonment of its previously established exchange rate of 1.20Company's credit facility into synthetic Swiss franc per euro,debt which allows the Company increasedto effectively change the notional amount of the cash flow hedgesfloating rate LIBOR-based interest payment to a total notional valuefixed Swiss franc income of 0.01%. The swap began in June 2017 and average forward rate of Euro 86 million and 1.21 for contracts that maturedmatures in 2015 and Euro 67 million and 1.19 for contracts that mature in 2016. The notional amount of foreign currency forward contracts outstanding at June 30, 2016 were $40.1 million (Euro 36.3 million) and $73 million (Euro 67 million) at December 31, 2015. The gross amount recognized in other comprehensive income (loss) during the three month periods ended June 30, 2016 and 2015 was a gain of $0.3 million and $1.4 million, respectively. The gross amount recognized in other comprehensive income (loss) during the six month periods ended June 30, 2016 and 2015 was a loss of $0.2 million and a gain $24.2 million, respectively.2019.
The Company has an interest rate swap agreement designated as a cash flow hedge. The agreement is a swap which has the effect of changing the floating rate LIBOR-based interest payments associated with $50 million in forecastedof borrowings under the Company’s credit facility to a fixed obligation of 2.52%. The swap began in October 2015 and matures in October 2020.

- 12 -

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

In March 2015, the Company entered into a forward-starting interest rate swap agreement. The agreement will changeis a swap which has the effect of changing the floating rate LIBOR-based interest payments associated with $100 million in forecastedof borrowings under the Company's credit agreement to a fixed obligation of 2.25% beginning in February 2017 and matures in February 2022.
The Company's cash flow hedges are recorded gross at fair value in the consolidated balance sheet at June 30, 20162017 and December 31, 2015,2016, respectively, and disclosed in Note 54 to the consolidated financial statements. Amounts reclassified into other comprehensive income and the effective portions of the cash flow hedges are further disclosed in Note 98 to the consolidated financial statements. A derivative gain of $2.1$1.3 million based upon interest rates and foreign currency rates at June 30, 2016,2017, is expected to be reclassified from other comprehensive income (loss) to earnings in the next twelve months. Through June 30, 2016,2017, no hedge ineffectiveness has occurred in relation to the cash flow hedges.
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 June 30, 20162017 and June 30, 2015,2016, respectively, and disclosed in Note 5.4. The Company recognized in other charges (income), a net gain of $0.1 million and a net loss of $1.7 million and $0.2 million during the three months ended June 30, 2017 and 2016, respectively, and 2015, respectively,a net gain of $1.9 million and a net loss of $0.6 million and $9.5 million during the six months ended June 30, 20162017 and 2015,2016, respectively. The gains and losses are primarily offset by the underlying transaction gains and losses on the related intercompany balances. At June 30, 20162017 and June 30, 2015,December 31, 2016, these contracts had a notional value of $348.4$343.0 million and $318.7$353.0 million, respectively.    

- 13 -

Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2016 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

5.4.    FAIR VALUE MEASUREMENTS
At June 30, 20162017 and December 31, 20152016, the Company had derivative assets totaling $5.3$0.8 million and $8.2 million,in both periods, respectively, and derivative liabilities totaling $12.0$5.9 million and $4.7$5.8 million, respectively. The fair values of the interest rate swap agreements, foreign currency forward contracts designated as cash flow hedges and foreign currency forward contracts that economically hedge short-term intercompany balances are estimated based upon inputs from current valuation information obtained from dealer quotes and priced with observable market assumptions and appropriate valuation adjustments for credit risk. The Company has evaluated the valuation methodologies used to develop the fair values by dealers in order to determine whether such valuations are representative of an exit price in the Company’s principal market. In addition, the Company uses an internally developed model to perform testing on the valuations received from brokers. The Company has also considered both its own credit risk and counterparty credit risk in determining fair value and determined these adjustments were insignificant at June 30, 20162017 and December 31, 20152016.
At June 30, 20162017 and December 31, 20152016, the Company had $19.7$33.0 million and $18.8$21.5 million of cash equivalents, respectively, the fair value of which is determined through quoted and corroborated prices in active markets. The fair value of cash equivalents approximates cost.
The fair value of the Company's fixed interest rate debt was estimated using Level 2 inputs, primarily discounted cash flow models, based on estimated current rates offered for similar debt under current market conditions for the Company. The fair value of the Company's debt exceeds the carrying value by approximately $31.6$4.1 million as of June 30, 2016. The carrying value of the Company's debt exceeds the fair value by approximately $9.22017and$4.2 million as of December 31, 2015.2016.
Under U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair

- 13 -

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

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

- 14 -

Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2016 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

The following table presents for each of these hierarchy levels, the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 20162017 and December 31, 2015:2016:
 June 30, 2016 December 31, 2015 June 30, 2017 December 31, 2016
 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Assets:                                
Cash equivalents $19,675
 $
 $19,675
 $
 $18,755
 $
 $18,755
 $
 $33,041
 $
 $33,041
 $
 $21,513
 $
 $21,513
 $
Foreign currency forwards contracts designed as cash flow hedges 3,888
 
 3,888
 
 7,056
 
 7,056
 
Foreign currency forward contracts not designated as hedging instruments 1,368
 
 1,368
 
 1,166
 
 1,166
 
 804
 
 804
 
 791
 
 791
 
Total $24,931
 $
 $24,931
 $
 $26,977
 $
 $26,977
 $
 $33,845
 $
 $33,845
 $
 $22,304
 $
 $22,304
 $
                                
Liabilities:                                
Interest rate swap agreements $10,167
 $
 $10,167
 $
 $4,092
 $
 $4,092
 $
 $3,361
 $
 $3,361
 $
 $3,630
 $
 $3,630
 $
Cross currency swap agreement 1,857
 
 1,857
 
 
 
 
 
Foreign currency forward contracts not designated as hedging instruments 1,866
 
 1,866
 
 625
 
 625
 
 691
 
 691
 
 2,123
 
 2,123
 
Total $12,033
 $
 $12,033
 $
 $4,717
 $
 $4,717
 $
 $5,909
 $
 $5,909
 $
 $5,753
 $
 $5,753
 $
6.5.    INCOME TAXES
The provision for taxes is based upon using the Company's projected annual effective tax rate of 24%22% before non-recurring discrete items for both the three and six month periods ended June 30, 2017. The reduction in the Company's estimated annual effective tax rate from 24% in 2016 to 22% in 2017, as well as the Company's reported tax rate of 20% and 2015.

7.    DEBT
Debt consisted of19% during the following at three and six months ending June 30, 2016:2017, is primarily related to the Company's adoption of ASU 2016-09 pertaining to excess tax benefits associated with stock option exercises. The Company's 2017 estimated annual tax rate of 22% includes an estimated benefit of 2% related to the adoption of ASU 2016-09, the effects of which will be treated discretely each quarter.
 June 30, 2016
 U.S. Dollar Other Principal Trading Currencies Total
3.67% $50 million Senior Notes due December 17, 202250,000
 
 50,000
4.10% $50 million Senior Notes due September 19, 202350,000
 
 50,000
3.84% $125 million Senior Notes due September 19, 2024125,000
 
 125,000
4.24% $125 million Senior Notes due June 25, 2025125,000
 
 125,000
1.47% EUR 125 million Senior Notes due June 17, 2030
 138,183
 138,183
Debt issuance costs, net(1,344) (399) (1,743)
Total Senior Notes348,656
 137,784
 486,440
$800 million Credit Agreement, interest at LIBOR plus 87.5 basis points157,952
 48,871
 206,823
Other local arrangements
 20,945
 20,945
Total debt506,608
 207,600
 714,208
Less: current portion
 (20,945) (20,945)
Total long-term debt$506,608
 $186,655
 $693,263
As of June 30, 2016, the Company had $588.6 million of availability remaining under its Credit Agreement.

- 1514 -

Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 20162017 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

6.    DEBT
Debt consisted of the following at June 30, 2017:
 June 30, 2017
 U.S. Dollar Other Principal Trading Currencies Total
3.67% $50 million Senior Notes due December 17, 202250,000
 
 50,000
4.10% $50 million Senior Notes due September 19, 202350,000
 
 50,000
3.84% $125 million Senior Notes due September 19, 2024125,000
 
 125,000
4.24% $125 million Senior Notes due June 25, 2025125,000
 
 125,000
1.47% EUR 125 million Senior Notes due June 17, 2030
 141,986
 141,986
Debt issuance costs, net(1,169) (371) (1,540)
Total Senior Notes348,831
 141,615
 490,446
$800 million Credit Agreement, interest at LIBOR plus 87.5 basis points415,416
 41,919
 457,335
Other local arrangements
 21,608
 21,608
Total debt764,247
 205,142
 969,389
Less: current portion
 (21,608) (21,608)
Total long-term debt$764,247
 $183,534
 $947,781
As of June 30, 2017, the Company had $336.3 million of availability remaining under its Credit Agreement.

1.47% Euro Senior Notes
The Company has designated the 1.47% Euro Senior Notes as a hedge of a portion of its net investment in euro-denominated foreign subsidiaries to reduce foreign currency risk associated with the net investment in these operations. Changes in the carrying value of this debt resulting from fluctuations in the euro to U.S. dollar exchange rate are recorded as foreign currency translation adjustments within other comprehensive income (loss). The unrealized gain (loss) recorded in other comprehensive income (loss) related to this net investment hedge was a gainloss of $2.0$7.1 million and $0.5$2.0 million for the three months ended June 30, 20162017 and 2015,2016, respectively, and a loss of $1.6$10.5 million and a gain $0.5$1.6 million for the six months periods ended June 30, 20162017 and 2015,2016, respectively.

8.7.    SHARE REPURCHASE PROGRAM AND TREASURY STOCK
The Company has a share repurchase program of which there was $1.2 billion$733.5 million common shares remaining to be repurchased under the program as of June 30, 2016.2017. The share repurchases are expected to be funded from cash balances, borrowings and cash generated from operating activities. Repurchases will be made through open market transactions, and the amount and timing of purchases will depend on business and market conditions, the stock price, trading restrictions, the level of acquisition activity and other factors.
The Company has purchased 25.426.5 million shares since the inception of the program in 2004 through June 30, 20162017. During the six months ended June 30, 20162017 and 20152016, the Company spent $250.0249.9 million and $247.5250.0 million on the repurchase of 732,245505,593 shares and 777,248732,245 shares at an average price per share of $341.39494.35 and $318.38341.39, respectively. The Company also reissued 131,737153,413 shares and 233,593131,737 shares held in treasury for the exercise of stock options and restricted stock units during the six months ended June 30, 20162017 and 20152016, respectively.

- 15 -

9.
Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2017 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

8.    ACCUMULATED OTHER COMPREHENSIVE INCOME
The following table presents changes in accumulated other comprehensive income by component for the six months ended June 30, 20162017 and 2015:2016:
Currency Translation Adjustment, Net of Tax 
Net Unrealized
Gain (Loss) on
Cash Flow Hedging Arrangements,
Net of Tax
 
Pension and Post-Retirement Benefit Related Items,
Net of Tax
 TotalCurrency Translation Adjustment, Net of Tax 
Net Unrealized
Gain (Loss) on
Cash Flow Hedging Arrangements,
Net of Tax
 
Pension and Post-Retirement Benefit Related Items,
Net of Tax
 Total
Balance at December 31, 2015$(57,394) $3,016
 $(212,271) $(266,649)
Balance at December 31, 2016$(115,322) $(2,232) $(237,444) $(354,998)
Other comprehensive income (loss), net of tax:              
Amounts recognized in accumulated other comprehensive income (loss), net of tax
 (3,692) (4,546) (8,238)
 (2,016) 
 (2,016)
Foreign currency translation adjustment(15,350) (556) (810) (16,716)61,299
 
 (11,960) 49,339
Amounts recognized from accumulated other comprehensive income (loss), net of tax
 (2,007) 10,835
 8,828

 1,824
 7,465
 9,289
Net change in other comprehensive income (loss), net of tax(15,350) (6,255) 5,479
 (16,126)61,299
 (192) (4,495) 56,612
Balance at June 30, 2016$(72,744) $(3,239) $(206,792) $(282,775)
Balance at June 30, 2017$(54,023) $(2,424) $(241,939) $(298,386)
 Currency Translation Adjustment, Net of Tax 
Net Unrealized
Gain (Loss) on
Cash Flow Hedging Arrangements,
Net of Tax
 
Pension and Post-Retirement Benefit Related Items,
Net of Tax
 Total
Balance at December 31, 2015$(57,394) $3,016
 $(212,271) $(266,649)
Other comprehensive income (loss), net of tax:
 
 
 
Unrealized gains (losses) on cash flow hedging arrangements
 (3,692) (4,546) (8,238)
Foreign currency translation adjustment(15,350) (556) (810) (16,716)
Amounts recognized from accumulated other comprehensive income (loss), net of tax
 (2,007) 10,835
 8,828
Net change in other comprehensive income (loss), net of tax(15,350) (6,255) 5,479
 (16,126)
Balance at June 30, 2016$(72,744) $(3,239) $(206,792) $(282,775)


- 16 -

Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 20162017 – Unaudited (Continued)
(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, 2014$(4,960) $(1,944) $(206,045) $(212,949)
Other comprehensive income (loss), net of tax:
 
 
 
Unrealized gains (losses) on cash flow hedging arrangements
 19,932
 
 19,932
Foreign currency translation adjustment(1,655) (817) (2,655) (5,127)
Amounts recognized from accumulated other comprehensive income (loss), net of tax
 (4,321) 5,040
 719
Net change in other comprehensive income (loss), net of tax(1,655) 14,794
 2,385
 15,524
Balance at June 30, 2015$(6,615) $12,850
 $(203,660) $(197,425)

The following table presents amounts recognized from accumulated other comprehensive income (loss) for the three and six month periods ended June 30:
 Three months ended June 30,   Three months ended June 30,  
 2016 2015 Location of Amounts Recognized in Earnings 2017 2016 Location of Amounts Recognized in Earnings
Effective portion of (gains) / losses on cash flow hedging arrangements:          
Interest rate swap agreements $262
 $771
 Interest expense $505
 $262
 Interest expense
Cross currency swap agreement 1,412
 
 (a)
Foreign currency forward contracts (1,498) (3,532) Cost of sales - products 
 (1,498) Cost of sales - products
Total before taxes (1,236) (2,761)  1,917
 (1,236) 
Provision for taxes (206) (427) Provision for taxes 305
 (206) Provision for taxes
Total, net of taxes $(1,030) $(2,334)  $1,612
 $(1,030) 
          
Recognition of defined benefit pension and post-retirement items:          
Recognition of actuarial losses, settlement loss and prior service cost, before taxes $12,008
 $3,428
 (a) $5,054
 $12,008
 (b)
Provision for taxes 4,110
 911
 Provision for taxes 1,301
 4,110
 Provision for taxes
Total, net of taxes $7,898
 $2,517
  $3,753
 $7,898
 
(a) The cross currency swap reflects an unrealized loss of $1.5 million recorded in other charges (income) that was offset by the underlying unrealized gain on the hedged debt. The cross currency swap also reflects a realized gain of $0.1 million recorded in interest expense.
(b) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension and post-retirement cost. See Note 11 for additional details for the three and six months ended June 30, 20162017 and 2015.

- 17 -

Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2016 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

2016.
 Six months ended June 30,   Six months ended June 30,  
 2016 2015 Location of Amounts Recognized in Earnings 2017 2016 Location of Amounts Recognized in Earnings
Effective portion of (gains) / losses on cash flow hedging arrangements:          
Interest rate swap agreements $526
 $1,535
 Interest expense $849
 $526
 Interest expense
Cross currency swap agreement 1,412
 
 (a)
Foreign currency forward contracts (2,931) (6,623) Cost of sales - products 
 (2,931) Cost of sales - products
Total before taxes (2,405) (5,088)  2,261
 (2,405) 
Provision for taxes (398) (767) Provision for taxes 437
 (398) Provision for taxes
Total, net of taxes $(2,007) $(4,321)  $1,824
 $(2,007) 
          
Recognition of defined benefit pension and post-retirement items:          
Recognition of actuarial losses, settlement loss and prior service cost, before taxes $15,968
 $6,869
 (a) $10,093
 $15,968
 (b)
Provision for taxes 5,133
 1,829
 Provision for taxes 2,628
 5,133
 Provision for taxes
Total, net of taxes $10,835
 $5,040
  $7,465
 $10,835
 
(a) The cross currency swap reflects an unrealized loss of $1.5 million recorded in other charges (income) that was offset by the underlying unrealized gain on the hedged debt. The cross currency swap also reflects a realized gain of $0.1 million recorded in interest expense.
(b) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension and post-retirement cost. See Note 11 for additional details for the three and six months ended June 30, 20162017 and 2015.2016.


- 17 -

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

Comprehensive income (loss), net of tax consisted of the following as of June 30:
Three Months Ended Six Months EndedThree Months Ended Six Months Ended
2016 2015 2016 20152017 2016 2017 2016
Net earnings$79,588
 $77,557
 $145,262
 $140,608
$101,580
 $79,588
 $194,046
 $145,262
Other comprehensive income (loss), net of tax(22,958) 21,780
 (16,126) 15,524
32,734
 (22,958) 56,612
 (16,126)
Comprehensive income, net of tax$56,630
 $99,337
 $129,136
 $156,132
$134,314
 $56,630
 $250,658
 $129,136
10.9.    EARNINGS PER COMMON SHARE
In accordance with the treasury stock method, the Company has included the following common equivalent shares in the calculation of diluted weighted average number of common shares outstanding for the three and six month periods ended June 30, relating to outstanding stock options and restricted stock units:
2016 20152017 2016
Three months ended512,269
 616,431
688,155
 512,269
Six months ended501,858
 632,823
673,068
 501,858
The determination of the common share equivalents for the three and six months ended June 30, 2017 includes the effect of the adoption of guidance ASU 2016-09 as described in Note 2. For the three months ended June 30, 2017, there were no anti-dilutive outstanding options or restricted stock units. Outstanding options and restricted stock units to purchase or receive 84,392 and 95,535 shares of common stock for the three month periods ended June 30, 2016, and 2015, respectively, and options and restricted stock units to purchase or receive 108,36175,182 and 95,725108,361 for the six month periods ended June 30, 20162017 and 2015,2016, 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.


- 18 -

Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2016 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

11.10.    NET PERIODIC BENEFIT COST
Net periodic pension cost for the Company’s defined benefit pension plans and U.S. post-retirement medical plan includes the following components for the three months ended June 30:
U.S. Pension Benefits Non-U.S. Pension Benefits Other U.S. Post-retirement Benefits TotalU.S. Pension Benefits Non-U.S. Pension Benefits Other U.S. Post-retirement Benefits Total
2016 2015 2016 2015 2016 2015 2016 20152017 2016 2017 2016 2017 2016 2017 2016
Service cost, net$145
 $208
 $4,153
 $4,711
 $
 $
 $4,298
 $4,919
$141
 $145
 $3,952
 $4,153
 $
 $
 4,093
 4,298
Interest cost on projected benefit obligations1,072
 1,608
 2,673
 3,515
 19
 35
 3,764
 5,158
1,094
 1,072
 2,053
 2,673
 18
 19
 3,165
 3,764
Expected return on plan assets(1,945) (2,394) (8,341) (9,340) 
 
 (10,286) (11,734)(1,684) (1,945) (7,629) (8,341) 
 
 (9,313) (10,286)
Recognition of prior service cost
 
 (1,278) (984) (469) (469) (1,747) (1,453)
 
 (974) (1,278) (195) (469) (1,169) (1,747)
Recognition of actuarial losses/(gains)1,902
 1,907
 4,563
 3,817
 (673) (843) 5,792
 4,881
1,639
 1,902
 5,058
 4,563
 (474) (673) 6,223
 5,792
Settlement charge7,963
 
 
 
 
 
 7,963
 

 7,963
 
 
 
 
 
 7,963
Net periodic pension cost/(credit)$9,137
 $1,329
 $1,770
 $1,719
 $(1,123) $(1,277) $9,784
 $1,771
$1,190
 $9,137
 $2,460
 $1,770
 $(651) $(1,123) $2,999
 $9,784


- 18 -

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

Net periodic pension cost for the Company’s defined benefit pension plans and U.S. post-retirement medical plan includes the following components for the six months ended June 30:

U.S. Pension Benefits Non-U.S. Pension Benefits Other U.S. Post-retirement Benefits TotalU.S. Pension Benefits Non-U.S. Pension Benefits Other U.S. Post-retirement Benefits Total
2016 2015 2016 2015 2016 2015 2016 20152017 2016 2017 2016 2017 2016 2017 2016
Service cost, net$262
 $417
 $8,383
 $9,456
 $
 $
 $8,645
 $9,873
$282
 $262
 $7,976
 $8,383
 $
 $
 8,258
 8,645
Interest cost on projected benefit obligations2,364
 3,216
 5,345
 7,069
 38
 69
 7,747
 10,354
2,188
 2,364
 4,122
 5,345
 36
 38
 6,346
 7,747
Expected return on plan assets(4,044) (4,788) (16,681) (18,639) 
 
 (20,725) (23,427)(3,368) (4,044) (15,014) (16,681) 
 
 (18,382) (20,725)
Recognition of prior service cost
 
 (2,556) (1,957) (938) (938) (3,494) (2,895)
 
 (2,797) (2,556) (390) (938) (3,187) (3,494)
Recognition of actuarial losses/(gains)3,792
 3,814
 9,053
 7,635
 (1,346) (1,685) 11,499
 9,764
3,278
 3,792
 10,950
 9,053
 (948) (1,346) 13,280
 11,499
Settlement charge7,963
 
 
 
 
 
 7,963
 

 7,963
 
 
 
 
 
 7,963
Net periodic pension cost/(credit)$10,337
 $2,659
 $3,544
 $3,564
 $(2,246) $(2,554) $11,635
 $3,669
$2,380
 $10,337
 $5,237
 $3,544
 $(1,302) $(2,246) $6,315
 $11,635

As previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2015,2016, the Company expects to make employer contributions of approximately $19.4 million to its non-U.S. pension plans and employer contributions of approximately $0.5 million to its U.S. post-retirement medical plan during the year ended December 31, 2016.2017. These estimates may change based upon several factors, including fluctuations in currency exchange rates, actual returns on plan assets and changes in legal requirements.

In February 2016 the Company offered former employees a one-time option to receive a lump sum distribution of their vested pension plan benefits. Based upon the eligible participant acceptance, $14.6 million was paid from plan assets to these former employees in the second quarter of 2016 with a corresponding decrease in the benefit obligation. The Company incurred a one-time non-cash settlement charge recorded in other charges (income), net during the second quarter of 2016 of approximately $8.2 million, , of which $8.0 million, $4.9 million after tax, was reclassified from accumulated other comprehensive income.


- 19 -

Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2016 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

12.11.    RESTRUCTURING CHARGES
For the three and six months ended June 30, 20162017, the Company has incurred $2.24.0 million and $3.15.5 million of restructuring expenses which primarily comprised of employee-related costs. Liabilities related to restructuring activities are included in accrued and other liabilities in the consolidated balance sheet.
A rollforward of the Company’s accrual for restructuring activities for the six months ended June 30, 20162017 is as follows:
 Total Total
Balance at December 31, 2015 $12,211
Balance at December 31, 2016 $9,531
Restructuring charges 3,085
 5,455
Cash payments and utilization (4,302) (5,326)
Impact of foreign currency (17) 524
Balance at June 30, 2016 $10,977
Balance at June 30, 2017 $10,184


- 19 -

13.
Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2017 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

12.    OTHER CHARGES (INCOME), NET
Other charges (income), net includes a one time gain of $3.4 million for the six months ended June 30, 2017 relating to the sale of a facility in Switzerland in connection with the Company's initiative to consolidate certain Swiss operations into a new facility. Other charges (income), net for the three and six months ended June 30, 2016 includes a one-time non-cash pension settlement charge of $8.2 million related to a lump sum offering to former employees of our U.S. pension plan. Other charges (income), net also includes (gains) losses from foreign currency transactions and hedging activity, interest income and other items.

14.13.    SEGMENT REPORTING
As disclosed in Note 16 to the Company's consolidated financial statements for the year ended December 31, 20152016, the Company has determined there are five reportable segments:  U.S. Operations, Swiss Operations, Western European Operations, Chinese Operations and Other.
The Company evaluates segment performance based on Segment Profit (gross profit less research and development and selling, general and administrative expenses, before amortization, interest expense, restructuring charges, other charges (income), net and taxes).
The following tables show the operations of the Company’s operating segments:
Net Sales to Net Sales to     As of June 30,Net Sales to Net Sales to     As of June 30,
For the three months endedExternal Other Total Net Segment 2016External Other Total Net Segment 2017
June 30, 2016Customers Segments Sales Profit Goodwill
June 30, 2017Customers Segments Sales Profit Goodwill
U.S. Operations$216,968
 $22,102
 $239,070
 $41,112
 $319,715
$238,831
 $23,092
 $261,923
 $45,147
 $357,782
Swiss Operations30,720
 126,983
 157,703
 34,997
 22,105
32,287
 131,347
 163,634
 37,950
 22,544
Western European Operations154,264
 38,945
 193,209
 24,303
 87,452
151,161
 43,883
 195,044
 23,172
 87,388
Chinese Operations92,886
 58,655
 151,541
 45,934
 672
108,092
 57,036
 165,128
 54,128
 653
Other (a)113,448
 1,700
 115,148
 13,249
 14,334
123,285
 2,129
 125,414
 15,212
 15,390
Eliminations and Corporate (b)
 (248,385) (248,385) (30,518) 

 (257,487) (257,487) (27,063) 
Total$608,286
 $
 $608,286
 $129,077
 $444,278
$653,656
 $
 $653,656
 $148,546
 $483,757

 Net Sales to Net Sales to      
For the six months endedExternal Other Total Net Segment  
June 30, 2017Customers Segments Sales Profit  
U.S. Operations$454,184
 $45,505
 $499,689
 $83,969
  
Swiss Operations62,034
 258,899
 320,933
 73,968
  
Western European Operations298,484
 86,825
 385,309
 46,398
  
Chinese Operations198,873
 109,969
 308,842
 98,787
  
Other (a)234,648
 3,726
 238,374
 28,330
  
Eliminations and Corporate (b)
 (504,924) (504,924) (55,570)  
Total$1,248,223
 $
 $1,248,223
 $275,882
  

(a)Other includes reporting units in Eastern Europe, Latin America, Southeast Asia and other countries.
(b)Eliminations and Corporate includes the elimination of inter-segment transactions and certain corporate expenses and intercompany investments, which are not included in the Company’s operating segments.

- 20 -

Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 20162017 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

 Net Sales to Net Sales to     As of June 30,
For the three months endedExternal Other Total Net Segment 2016
June 30, 2016Customers Segments Sales Profit Goodwill
U.S. Operations$216,968
 $22,102
 $239,070
 $41,112
 $319,715
Swiss Operations30,720
 126,983
 157,703
 34,997
 22,105
Western European Operations154,264
 38,945
 193,209
 24,303
 87,452
Chinese Operations92,886
 58,655
 151,541
 45,934
 672
Other (a)113,448
 1,700
 115,148
 13,249
 14,334
Eliminations and Corporate (b)
 (248,385) (248,385) (30,518) 
Total$608,286
 $
 $608,286
 $129,077
 $444,278

 Net Sales to Net Sales to      
For the six months endedExternal Other Total Net Segment  
June 30, 2016Customers Segments Sales Profit  
U.S. Operations$404,903
 $41,733
 $446,636
 $70,267
  
Swiss Operations57,685
 247,294
 304,979
 70,819
  
Western European Operations291,915
 77,492
 369,407
 44,493
  
Chinese Operations177,833
 104,581
 282,414
 82,560
  
Other (a)215,624
 3,054
 218,678
 24,343
  
Eliminations and Corporate (b)
 (474,154) (474,154) (61,392)  
Total$1,147,960
 $
 $1,147,960
 $231,090
  

(a)Other includes reporting units in Eastern Europe, Latin America, Southeast Asia and other countries.
(b)Eliminations and Corporate includes the elimination of inter-segment transactions and certain corporate expenses and intercompany investments, which are not included in the Company’s operating segments.
 Net Sales to Net Sales to     As of June 30,
For the three months endedExternal Other Total Net Segment 2015
June 30, 2015Customers Segments Sales Profit Goodwill
U.S. Operations$204,263
 $22,840
 $227,103
 $37,101
 $308,863
Swiss Operations33,153
 116,753
 149,906
 33,359
 23,198
Western European Operations148,803
 38,357
 187,160
 22,777
 96,552
Chinese Operations91,013
 54,711
 145,724
 41,386
 746
Other (a)104,825
 1,588
 106,413
 10,066
 13,123
Eliminations and Corporate (b)
 (234,249) (234,249) (26,379) 
Total$582,057
 $
 $582,057
 $118,310
 $442,482

 Net Sales to Net Sales to      
For the six months endedExternal Other Total Net Segment  
June 30, 2015Customers Segments Sales Profit  
U.S. Operations$383,086
 $41,132
 $424,218
 $61,417
  
Swiss Operations64,004
 233,093
 297,097
 69,534
  
Western European Operations289,721
 79,307
 369,028
 42,783
  
Chinese Operations177,461
 103,180
 280,641
 74,613
  
Other (a)203,486
 2,945
 206,431
 19,188
  
Eliminations and Corporate (b)
 (459,657) (459,657) (51,919)  
Total$1,117,758
 $
 $1,117,758
 $215,616
  

(a)Other includes reporting units in Eastern Europe, Latin America, Southeast Asia and other countries.
(b)Eliminations and Corporate includes the elimination of inter-segment transactions and certain corporate expenses and intercompany investments, which are not included in the Company’s operating segments.

- 21 -

Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2016 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

A reconciliation of earnings before taxes to segment profit for the three and six month periods ended June 30 follows:

Three Months Ended Six Months EndedThree Months Ended Six Months Ended
2016 2015 2016 20152017 2016 2017 2016
Earnings before taxes$103,172
 $102,047
 $189,585
 $185,010
$126,847
 $103,172
 $240,695
 $189,585
Amortization8,655
 7,634
 17,079
 15,162
10,249
 8,655
 20,294
 17,079
Interest expense6,872
 6,942
 13,452
 13,667
8,171
 6,872
 15,912
 13,452
Restructuring charges2,205
 1,720
 3,085
 2,627
4,023
 2,205
 5,455
 3,085
Other charges (income), net8,173
 (33) 7,889
 (850)(744) 8,173
 (6,474) 7,889
Segment profit$129,077
 $118,310
 $231,090
 $215,616
$148,546
 $129,077
 $275,882
 $231,090

During the three months ended June 30, 20162017, restructuring charges of $4.0 million were recognized, of which $2.2 million, $0.5 million, $0.7 million, and $0.6 million related to the Company’s U.S., Swiss, Western European and Other Operations, respectively. Restructuring charges of $2.2 million were recognized during the three months ended June 30, 2016, of which $0.8$0.8 million, $0.2 million, and $1.2 million, related to the Company’s U.S., Swiss, and Western European Operations, respectively. Restructuring charges of $1.75.5 million were recognized during the threesix months ended June 30, 20152017, of which $0.13.0 million, $0.4$0.9 million, $0.7 million, $0.20.1 million, and $0.3$0.8 million related to the Company’s U.S., Swiss, Western European, Chinese, Operations, and Other Operations, respectively. Restructuring charges of

- 21 -

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

$3.1 million were recognized during the six months ended June 30, 2016, of which $1.1 million, $0.6 million, $1.2 million, $0.1 million, and $0.1 million related to the Company’s U.S., Swiss, Western European, Chinese, and Other Operations, respectively. Restructuring charges of $2.6 million were recognized during the six months ended June 30, 2015, of which $0.1 million, $1.1 million, $0.5 million, $0.3 million and $0.60.1 million related to the Company’s U.S., Swiss, Western European, Chinese and Other Operations, respectively.

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

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 six months ended June 30, 20162017 are not necessarily indicative of the results to be expected for the full year ending December 31, 2016.2017.
Changes in local currency exclude the effect of currency exchange rate fluctuations. Local currency amounts are determined by translating current and previous year consolidated financial information at an index utilizing historical currency exchange rates. We believe local currency information provides a helpful assessment of business performance and a useful measure of results between periods. We do not, nor do we suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. We present non-GAAP financial measures in reporting our financial results to provide investors with an additional analytical tool to evaluate our operating results.
We also include in the discussion below disclosures of immaterial qualitative factors that are not quantified. Although the impact of such factors is not considered material, we believe these disclosures can be useful in evaluating our operating results.
Results of Operations – Consolidated
The following tables set forth certain items from our interim consolidated statements of operations for the three and six month periods ended June 30, 20162017 and 20152016 (amounts in thousands).
Three months ended June 30, Six months ended June 30,Three months ended June 30, Six months ended June 30,
2016 2015 2016 20152017 2016 2017 2016
(unaudited) % (unaudited) % (unaudited) % (unaudited) %(unaudited) % (unaudited) % (unaudited) % (unaudited) %
Net sales$608,286
 100.0 $582,057
 100.0
 $1,147,960
 100.0 $1,117,758
 100.0
$653,656
 100.0
 $608,286
 100.0 $1,248,223
 100.0
 $1,147,960
 100.0
Cost of sales260,710
 42.9 259,145
 44.5
 500,477
 43.6 496,041
 44.4
278,739
 42.6
 260,710
 42.9 530,406
 42.5
 500,477
 43.6
Gross profit347,576
 57.1 322,912
 55.5
 647,483
 56.4 621,717
 55.6
374,917
 57.4
 347,576
 57.1 717,817
 57.5
 647,483
 56.4
Research and development30,701
 5.0 29,794
 5.1
 59,674
 5.2 58,255
 5.2
32,854
 5.0
 30,701
 5.0 64,246
 5.1
 59,674
 5.2
Selling, general and administrative187,798
 30.9 174,808
 30.1
 356,719
 31.1 347,846
 31.1
193,517
 29.6
 187,798
 30.9 377,689
 30.3
 356,719
 31.1
Amortization8,655
 1.4 7,634
 1.3
 17,079
 1.5 15,162
 1.4
10,249
 1.6
 8,655
 1.4 20,294
 1.6
 17,079
 1.5
Interest expense6,872
 1.1 6,942
 1.2
 13,452
 1.2 13,667
 1.2
8,171
 1.3
 6,872
 1.1 15,912
 1.3
 13,452
 1.2
Restructuring charges2,205
 0.4 1,720
 0.3
 3,085
 0.2 2,627
 0.2
4,023
 0.6
 2,205
 0.4 5,455
 0.4
 3,085
 0.2
Other charges (income), net8,173
 1.3 (33) 
 7,889
 0.7 (850) (0.1)(744) (0.1) 8,173
 1.3 (6,474) (0.5) 7,889
 0.7
Earnings before taxes103,172
 17.0 102,047
 17.5
 189,585
 16.5 185,010
 16.6
126,847
 19.4
 103,172
 17.0 240,695
 19.3
 189,585
 16.5
Provision for taxes23,584
 3.9 24,490
 4.2
 44,323
 3.8 44,402
 4.0
25,267
 3.9
 23,584
 3.9 46,649
 3.8
 44,323
 3.8
Net earnings$79,588
 13.1 $77,557
 13.3
 $145,262
 12.7 $140,608
 12.6
$101,580
 15.5
 $79,588
 13.1 $194,046
 15.5
 $145,262
 12.7

Net sales
Net sales were $608.3$653.7 million and $582.1$608.3 million for the three months ended June 30, 20162017 and June 30, 2015,2016, respectively, and $1,148.0$1,248.2 million and $1,117.8$1,148.0 million for the six months ended June 30, 20162017 and June 30, 2015.2016. This represents an increase of 5%7% and 3%9% in U.S. dollars for the three and six months ended June 30, 2016.2017. Excluding the effect of currency exchange rate fluctuations, or in local currencies, net sales increased 6%10% and 5%11% for the three and six months

ended June 30, 2016. While2017. Excluding the 2016 Troemner acquisition net sales in local currencies were

8% and 10% for the three and six months ended June 30, 2017, respectively. Global market conditions were generally remain favorable during the first half of 2017 and we continue to benefit from the execution of our global sales and marketing programs. However, we remain cautious regarding our sales growth outlook given the economic uncertainty that exists in global markets.certain regions of the world. Most importantly, we will also face more difficult prior period comparisons during the second half of 2017 and our Retail business is expected to have a meaningful decline.
Net sales by geographic destination for the three and six months ended June 30, 20162017 in U.S. dollars increased in the Americas 5% for both periods,9% and 11%, in Europe 5%1% and 2%4%, and in Asia/Rest of World 4%13% and 1%10%, respectively. Our net sales by geographic destination for the three and six months ended June 30, 20162017 in local currencies increased in the Americas 6% for both periods,10% and 12%, in Europe 4% and 2%8%, and in Asia/Rest of World 8%15% and 6%12%, respectively. The Troemner acquisition contributed approximately 3% to net sales in the Americas for both the three and six months ended June 30, 2017. A discussion of sales by operating segment is included below.
As described in Note 16 to our consolidated financial statements for the year ended December 31, 2015,2016, our net sales comprise product sales of precision instruments and related services. Service revenues are primarily derived from repair and other services, including regulatory compliance qualification, calibration, certification, preventative maintenance and spare parts.
Net sales of products increased 5%9% in U.S. dollars and 6%11% in local currencies for the three months ended June 30, 20162017 and increased 2%10% in U.S. dollars and 5%12% in local currencies for the six months ended June 30, 2016,2017, compared to the corresponding periods in 2015.2016. The Troemner acquisition contributed approximately 1% to our net sales of products for the three and six months ended June 30, 2017. Service revenue (including spare parts) increased by 4%2% in U.S. dollars and 5%4% in local currencies for the three months ended June 30, 20162017 and increased 5% in U.S. dollars and 7% in local currencies for the six months ended June 30, 2017, compared to the corresponding periods in 2016. The Troemner acquisition contributed approximately 1% to our net sales of service for the three and six months ended June 30, 2017.
Net sales of our laboratory-related products, which represented approximately 49% of our total net sales increased 7% in U.S. dollars and 9% in local currencies for the three months ended June 30, 2017, and increased 9% in U.S. dollars and 11% in local currencies for the six months ended June 30, 2017. The local currency increase included strong growth in analytical instruments, laboratory balances and pipettes. The Troemner acquisition contributed approximately 2% and 3% to our net sales growth of laboratory-related products and services.
Net sales of our industrial-related products, which represented approximately 43% of our total net sales increased 10% in U.S. dollars and 12% in local currencies for both the three and six months ended June 30, 2017. The local currency increase in net sales of our industrial-related products includes strong growth in product inspection and core-industrial.
Net sales in our food retailing products, which represented approximately 8% of our total net sales was flat in U.S. dollars and increased 2% in local currencies for the three months ended June 30, 2017, and increased 3% in U.S. dollars and 5% in local currencies for the six months ended June 30, 2016, compared to the corresponding periods in 2015.
Net sales of our laboratory-related products, which represented approximately 49% of our total net sales increased 9% in U.S. dollars and 10% in local currencies for the three months ended June 30, 2016 and increased 5% in U.S. dollars and 7% in local currencies for the six months ended June 30, 2016. The local currency increase for the three and six months ended June 30, 2016 included strong growth in most product categories.
Net sales of our industrial-related products, which represented approximately 43% of our total net sales increased 1% in U.S. dollars and 3% in local currencies for the three months ended June 30, 2016, and was flat in U.S. dollars and increased 3% in local currencies for the six months ended June 30, 2016. The local currency increase reflects solid growth in core industrial-related products during the three months ended June 30, 2016 including favorable transportation and logistics project activity.
Net sales in our food retailing products, which represented approximately 8% of our total net sales decreased 2% in both U.S. dollars and in local currencies for the three months ended June 30, 2016, and was flat in U.S. dollars and increased 1% in local currencies for the six months ended June 30, 2016. The local currency decrease for the three months ended June 30, 2016 was impacted by particularly strong project activity during the prior year comparable period in the Americas. The local currency increase for the six months ended June 30, 2016 includes strong2017, with volume growth in China,Asia/Rest of World and Europe, offset in part by reduced net sales in Europe.the Americas. We expect food retailing net sales will have a meaningful decline during the second half of 2017 versus the previous year due to the timing of project activity.
Gross profit
Gross profit as a percentage of net sales was 57.1%57.4% and 55.5%57.1% for the three months ended June 30, 20162017 and 2015,2016, respectively, and 56.4%57.5% and 55.6%56.4% for the six months ended June 30, 2017 and 2016, and 2015, respectively.

Gross profit as a percentage of net sales for products was 61.0%60.9% and 59.3%61.0% for the three months ended June 30, 20162017 and 2015,2016, respectively, and 60.5%61.2% and 59.7%60.5% for the six months ended June 30, 20162017 and 2015,2016, respectively.
Gross profit as a percentage of net sales for services (including spare parts) was 43.8%44.3% and 42.6%43.8% for the three months ended June 30, 20162017 and 2015,2016, respectively, and 42.7%44.5% and 41.9%42.7% for the six months ended June 30, 2017 and 2016, and 2015, respectively.

The increase in gross profit as a percentage of net sales for the three and six months ended June 30, 20162017 includes higher sales volume, favorable price realization reduced material costs and favorableproductivity gains offset in part by unfavorable business mix, partially offset by investments in our field service organization.mix.
Research and development and selling, general and administrative expenses
Research and development expenses as a percentage of net sales was 5.0% and 5.1% for both the three months ended June 30, 20162017 and 2015,2016, respectively, and was 5.1%and 5.2% for both the six months ended June 30, 20162017 and 2015.2016. Research and development expenses increased 2%7% in U.S. dollars and increased 5%10% in local currencies for the three months ended June 30, 2016,2017, and increased 1%8% in U.S. dollars and increased 5%increased10% in local currencies for the six months ended June 30, 2016,2017, respectively, compared to the corresponding periods in 20152016 relating to the timing of research and development project activity.increased investment in new product development.
Selling, general and administrative expenses as a percentage of net sales were 30.9%29.6% and 30.1%30.9% for the three months ended June 30, 20162017 and 2015,2016, respectively, and was 30.3% and 31.1% for both the six months ended June 30, 20162017 and 2015.2016. Selling, general and administrative expenses increased 8% in U.S. dollars and 9% in local currencies for the three months ended June 30, 2016, and increased 3% in U.S. dollars and 5% in local currencies for the three months ended June 30, 2017, and increased 6% in U.S. dollars and 8% in local currencies for the six months ended June 30, 2016,2017, compared to the corresponding periods in 2015.2016. The local currency increase includes higher cash incentive expense and investments in our field sales organization, higher cash incentive expense, and other sales and marketing initiatives, offset in part by benefits from our cost savings programs.increased employee benefit costs.
Amortization, interest expense, other charges (income), net and taxes
Amortization expense was $8.7$10.2 million and $7.6$8.7 million for the three months ended June 30, 20162017 and 2015,2016, respectively, and $17.1$20.3 million and $15.2 million for the six months ended June 30, 2016 and 2015, respectively.
Interest expense was $6.9 million and for both the three months ended June 30, 2016 and 2015, respectively, and $13.5 million and $13.7$17.1 million for the six months ended June 30, 2017 and 2016, respectively.
Interest expense was $8.2 million and 2015,$6.9 million for the three months ended June 30, 2017 and 2016, respectively, and $15.9 million and $13.5 million for the six months ended June 30, 2017 and 2016, respectively.
Other charges (income), net includes a one-time gain of $3.4 million for the six months ended June 30, 2017 relating to the sale of a facility in Switzerland in connection with our initiative to consolidate certain Swiss operations into a new facility. Other charges (income), net for the three and six months ended June 30, 2016 includes a one-time non-cash pension settlement charge of $8.2 million related to a lump sum offering to former employees of our U.S. pension plan. Other charges (income), net also includes (gains) losses from foreign currency transactions and hedging activity,activities, interest income and other items.

The provision for taxes is based upon using our projected annual effective tax rate of 24%22% before non-recurring discrete items for the three and six months periods ended June 30, 2017. The reduction in our estimated annual effective tax rate from 24% in 2016 to 22% in 2017, as well as our reported tax rate of 20% and 2015.19% during the three and six months ending June 30, 2017 is primarily related to our adoption of ASU 2016-09 pertaining to excess tax benefits associated with stock option exercises. Our 2017 estimated annual tax rate of 22% includes an estimated benefit of 2% related to the adoption of ASU 2016-09, the effects of which will be treated discretely each quarter. Our consolidated income tax rate is lower than the U.S. statutory rate primarily because of

benefits from lower-taxed non-U.S. operations. The most significant of these lower-taxed operations are in Switzerland and China.

Results of Operations – by Operating Segment

The following is a discussion of the financial results of our operating segments. We currently have five reportable segments: U.S. Operations, Swiss Operations, Western European Operations, Chinese Operations and Other. A more detailed description of these segments is outlined in Note 16 to our consolidated financial statements for the year ended December 31, 2015.

2016.
U.S. Operations (amounts in thousands)
Three months ended June 30, Six months ended June 30,Three months ended June 30, Six months ended June 30,
2016 2015 % 2016 2015 %2017 2016 % 2017 2016 %
Total net sales$239,070
 $227,103
 5% $446,636
 $424,218
 5%$261,923
 $239,070
 10% $499,689
 $446,636
 12%
Net sales to external customers$216,968
 $204,263
 6% $404,903
 $383,086
 6%$238,831
 $216,968
 10% $454,184
 $404,903
 12%
Segment profit$41,112
 $37,101
 11% $70,267
 $61,417
 14%$45,147
 $41,112
 10% $83,969
 $70,267
 19%

Total net sales and net sales to external customers both increased 5%10% for both the three and six months ended June 30, 20162017 compared with the corresponding periods in 2015. Net2016. Total net sales and net sales to external customers both increased 6%12% for both the three and six months ended June 30, 2016, respectively.2017 compared with the corresponding periods in 2016. The increase in total net sales and net sales to external customers for the three and six months ended June 30, 20162017 reflects strong sales growth in most product categories with particularly strong resultsinspection and laboratory-related products offset in pipettespart by a decline in food retailing. Net sales to external customers in our U.S. Operations also benefited approximately 3% and automated chemistry. The increase4% from the Troemner acquisition for the three and six months ended June 30, 2016 also includes a significant increase in core-industrial products that includes favorable transportation and logistics project activity, offset in part by lower sales in food retailing that is largely related to high project activity in the prior year comparable period.2017
Segment profit increased $4.0 million and $8.9$13.7 million for the three and six months ended June 30, 2016,2017, respectively, compared to the corresponding periods in 2015,2016, primarily due to increased net sales and benefits from our margin expansion initiatives, offset in part by increased sales and service investments.
Swiss Operations (amounts in thousands)
Three months ended June 30, Six months ended June 30,Three months ended June 30, Six months ended June 30,
2016 2015 
%1)
 2016 2015 
%1)
2017 2016 
%1)
 2017 2016 
%1)
Total net sales$157,703
 $149,906
 5 % $304,979
 $297,097
 3 %$163,634
 $157,703
 4% $320,933
 $304,979
 5%
Net sales to external customers$30,720
 $33,153
 (7)% $57,685
 $64,004
 (10)%$32,287
 $30,720
 5% $62,034
 $57,685
 8%
Segment profit$34,997
 $33,359
 5 % $70,819
 $69,534
 2 %$37,950
 $34,997
 8% $73,968
 $70,819
 4%
1)Represents U.S. dollar growth (decline) for net sales and segment profit.

    
Total net sales increased 5%4% in U.S. dollars and 8%5% in local currency for the three months ended June 30, 2016,2017, compared to the corresponding periods in 2015,2016, and increased 3%5% in U.S. dollars and 6% in local currency for the six months ended June 30, 2016.2017. Net sales to external customers decreased 7%increased 5% in U.S. dollars and 5%7% in local currency for the three months ended June 30, 20162017 and decreased 10%increased 8% in U.S. dollars and 7%9% in local currency for the six months ended June 30, 2016,2017, compared to the corresponding periods in 2015.2016. The decreaseincrease in local currency net sales to external customers for the three and six month periods ended June 30, 2016 primarily relates to soft market conditions2017 includes solid growth in Switzerland.most product categories.
Segment profit increased $1.6$3.0 million and $1.3$3.1 million for the three and six month periods ended June 30, 2016,2017, respectively, compared to the corresponding periods in 2015.2016. Segment profit during the three and six months ended June 30, 20162017 includes the impact of increased inter-segment local currencynet sales, benefits from our cost saving programsoffset by increased research and reduced material costs, offset in part by higherdevelopment activity, and currency hedging gains in the prior year.


Western European Operations (amounts in thousands)
Three months ended June 30, Six months ended June 30,Three months ended June 30, Six months ended June 30,
2016 2015 
%1)
 2016 2015 
%1)
2017 2016 
%1)
 2017 2016 
%1)
Total net sales$193,209
 $187,160
 3% $369,407
 $369,028
 0%$195,044
 $193,209
 1 % $385,309
 $369,407
 4%
Net sales to external customers$154,264
 $148,803
 4% $291,915
 $289,721
 1%$151,161
 $154,264
 (2)% $298,484
 $291,915
 2%
Segment profit$24,303
 $22,777
 7% $44,493
 $42,783
 4%$23,172
 $24,303
 (5)% $46,398
 $44,493
 4%
1)Represents U.S. dollar growth (decline) for net sales and segment profit.

Total net sales increased 3%1% in U.S. dollars and 3%6% in local currencies for the three months ended June 30, 20162017 and were flatincreased 4% in U.S. dollars and increased 1%10% in local currencies for the six months ended June 30, 2016,2017, compared to the corresponding periods in 2015.2016. Net sales to external customers increased 4%decreased 2% in U.S. dollars and 3%increased 2% in local currencies for the three months ended June 30, 2016,2017, and increased 1%2% in both U.S. dollars and 7% in local currencies for the six months ended June 30, 2016,2017, compared to the corresponding periods in 2015. Total2016. Local currency net sales to external customers for the three and six months ended June 30, 20162017 includes strongsolid growth in most laboratory-related productsproduct inspection and food retailing, offset in part in part by a declinemodest decrease in product inspection products that faced a difficult prior year comparison.core-industrial. The six months ended June 30, 2016 also includes a decline2017 reflects strong growth in most product categories, with particularly strong growth in food retailing compared to the prior year.retailing.

Segment profit increased $1.5decreased $1.1 million and $1.7increased $1.9 million for the three and six month periods ended June 30, 2016,2017, respectively, compared to the corresponding periods in 2015.2016. The increase in segment profit for the six months ended June 30, 2017 includes the impact of increased net sales, and benefits from our margin expansion and cost savings initiatives, and favorable currency translation, fluctuations, offset in part by increased sales and service investments. The decrease for the three months ended June 30, 2017 also reflects inter-segment transfers.

Chinese Operations (amounts in thousands)
Three months ended June 30, Six months ended June 30,Three months ended June 30, Six months ended June 30,
2016 2015 
%1)
 2016 2015 
%1)
2017 2016 
%1)
 2017 2016 
%1)
Total net sales$151,541
 $145,724
 4% $282,414
 $280,641
 1%$165,128
 $151,541
 9% $308,842
 $282,414
 9%
Net sales to external customers$92,886
 $91,013
 2% $177,833
 $177,461
 %$108,092
 $92,886
 16% $198,873
 $177,833
 12%
Segment profit$45,934
 $41,386
 11% $82,560
 $74,613
 11%$54,128
 $45,934
 18% $98,787
 $82,560
 20%
1)Represents U.S. dollar growth for net sales and segment profit.

Total net sales increased 4%9% in U.S. dollars and 11%14% in local currency for the three months ended June 30, 20162017 and increased 1%9% in U.S. dollars and 7%15% local currency for the six months ended June 30, 2016,2017, compared to the corresponding periods in 2015.2016. Net sales to external customers increased 2%16% in U.S. dollars and 9%22% in local currency for the three months ended June 30, 20162017 and were flatincreased 12% in U.S. dollars and increased 6%17% local currency during the six months ended June 30, 2016,2017, compared to the corresponding periods in 2015.2016. The increase in local currency net sales to external customers during the three and six months ended June 30, 20162017 reflects very strong growth in laboratory-related and food retailing products, while our industrial-related products were flat versus the previous year for the six months ended June 30, 2016.most product categories. While we are pleased with our local currency sales growthChinese market conditions have recently improved, uncertainty remains, particularly in China, the outlook remains uncertain.industrial markets.

Segment profit increased $4.5$8.2 million and $7.9$16.2 million for the three and six month periods ended June 30, 2016,2017, respectively, compared to the corresponding periods in 2015.2016. The increase in segment profit for the three and six months ended June 30, 20162017 includes increased local currency net sales and benefits from our margin expansion and cost savings initiatives.initiatives, and inter-segment transfers.


Other (amounts in thousands)
Three months ended June 30, Six months ended June 30,Three months ended June 30, Six months ended June 30,
2016 2015 
%1)
 2016 2015 
%1)
2017 2016 
%1)
 2017 2016 
%1)
Total net sales$115,148
 $106,413
 8% $218,678
 $206,431
 6%$125,414
 $115,148
 9% $238,374
 $218,678
 9%
Net sales to external customers$113,448
 $104,825
 8% $215,624
 $203,486
 6%$123,285
 $113,448
 9% $234,648
 $215,624
 9%
Segment profit$13,249
 $10,066
 32% $24,343
 $19,188
 27%$15,212
 $13,249
 15% $28,330
 $24,343
 16%
1)Represents U.S. dollar growth for net sales and segment profit.

Total net sales and net sales to external customers increased 8%9% in U.S. dollars and 11%10% in local currencies for the three months ended June 30, 20162017 and increased 6%both 9% in U.S. dollars and increased 11% in local currencies for the six months ended June 30, 20162017 compared to the corresponding periods in 2015.2016. Net sales to external customers increased both 9% in U.S. dollars in local currencies for both the three and six months ended June 30, 2017 compared to the corresponding periods in 2016. The local currency increase in total net sales and net sales to external customers includes particularly strong volume growth and increased price realization in several countries.

Segment profit increased $3.2$2.0 million and $5.2$4.0 million for the three and six months ended June 30, 2016,2017, respectively, compared to the corresponding periods in 2015. The2016.The increase in segment profit is primarily due to increased net sales and benefits from our margin expansion initiatives, offset in part by unfavorable currency translation fluctuations and increased sales and service investments.
Liquidity and Capital Resources
Liquidity is our ability to generate sufficient cash flows from operating activities to meet our obligations and commitments. In addition, liquidity includes the ability to obtain appropriate financing. Currently, our financing requirements are primarily driven by working capital requirements, capital expenditures, share repurchases and acquisitions.
Cash provided by operating activities totaled $151.2$205.4 million during the six months ended June 30, 2016,2017, compared to $163.8$162.4 million in the corresponding period in 2015.2016. The decreaseincrease in 20162017 is primarily due to changes in accounts receivables of $16.6 million that are primarily related to timing and our increased local currency sales.higher net income of $48.8 million.
Capital expenditures are made primarily for investments in information systems and technology, machinery, equipment and the purchase and expansion of facilities. Our capital expenditures totaled $28.9$48.5 million for the six months ended June 30, 20162017 compared to $35.9$28.9 million in the corresponding period in 2015.
2016. The increase is primarily related to investments in manufacturing facilities. Cash flows from investing activities for the six months ended June 30, 2017, also includes proceeds of $9.9 million relating to the sale of a facility in Switzerland in connection with our initiative to consolidate certain Swiss operations into a new facility. We expect to make net investments in new or expanded manufacturing facilities of $65 million to $75 million over the next two years. We continue to explore potential acquisitions. In connection with any acquisition, we may incur additional indebtedness. In May 2016, we entered into an agreement to acquire substantially all of the assets of Henry Troemner, LLC, a leading supplier of lab equipment, weights and weight calibration based in the United States. Total consideration for the acquisition is approximately $96 million. The acquisition is expected to be consummated in the third quarter of 2016 and will be funded by our existing Credit Agreement.
In 2016, we consummated acquisitions totaling $4.3 million, which includes additional cash consideration of $0.5 million. Goodwill recorded in connection with the acquisitions totaled $2.0 million. We also recorded $1.2 million of identified intangibles primarily pertaining to customer relationships in connection with the acquisitions, which will be amortized on a straight-line basis over 10 years.

We plan to repatriate earnings from China, Switzerland, Germany, the United Kingdom and certain other countries in future years and expect the only additional cost associated with the repatriation of such earnings outside the United States will be any applicable withholding taxes. All other undistributed earnings are considered to be permanently reinvested. As of June 30, 2016,2017, we have an immaterial amount of cash and cash equivalents outside the United States where undistributed earnings are considered permanently reinvested. Accordingly, we believe the tax

impact associated with repatriating our undistributed foreign earnings will not have a material effect on our liquidity.


Senior Notes and Credit Facility Agreement

Our debt consisted of the following at June 30, 2016:2017:
June 30, 2016June 30, 2017
U.S. Dollar Other Principal Trading Currencies TotalU.S. Dollar Other Principal Trading Currencies Total
3.67% $50 million Senior Notes due December 17, 202250,000
 
 50,000
50,000
 
 50,000
4.10% $50 million Senior Notes due September 19, 202350,000
 
 50,000
50,000
 
 50,000
3.84% $125 million Senior Notes due September 19, 2024125,000
 
 125,000
125,000
 
 125,000
4.24% $125 million Senior Notes due June 25, 2025125,000
 
 125,000
125,000
 
 125,000
1.47% EUR 125 million Senior Notes due June 17, 2030
 138,183
 138,183

 141,986
 141,986
Debt issuance costs, net(1,344) (399) (1,743)(1,169) (371) (1,540)
Total Senior Notes348,656
 137,784
 486,440
348,831
 141,615
 490,446
$800 million Credit Agreement, interest at LIBOR plus 87.5 basis points157,952
 48,871
 206,823
415,416
 41,919
 457,335
Other local arrangements
 20,945
 20,945

 21,608
 21,608
Total debt506,608
 207,600
 714,208
764,247
 205,142
 969,389
Less: current portion
 (20,945) (20,945)
 (21,608) (21,608)
Total long-term debt$506,608
 $186,655
 $693,263
$764,247
 $183,534
 $947,781
As of June 30, 2016,2017, approximately $588.6$336.3 million was available under our Credit Agreement. Changes in exchange rates between the currencies in which we generate cash flows and the currencies in which our borrowings are denominated affect our liquidity. In addition, because we borrow in a variety of currencies, our debt balances fluctuate due to changes in exchange rates.

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

Share Repurchase Program

The company has sharesa share repurchase program of which there was $1.2 billion$733.5 million of common share remaining to be repurchased under the program as of June 30, 2016.2017. The share repurchases are expected to be funded from cash generated from operating activities, borrowings, and existing cash balances. Repurchases will be made through open market transactions, and the amount and timing of purchases will depend on business and market conditions, the stock price, trading restrictions, the level of acquisition activity and other factors.
We have purchased 25.426.5 million shares since the inception of the program through June 30, 2016.2017. During the six months ended June 30, 20162017 and 2015,2016, we spent $250.0$249.9 million and $247.5$250.0 million on the repurchase of 732,245 shares505,593 and 777,248732,245 shares at an average price per share of $341.39$494.35 and $318.38,$341.39, respectively. We also reissued 131,737153,413 shares and 233,593131,737 shares held in treasury for the exercise of stock options and restricted stock units during the six months ended June 30, 20162017 and 2015,2016, respectively.

Effect of Currency on Results of Operations
Our earnings are affected by changing exchange rates. We are most sensitive to changes in the exchange rates between the Swiss franc, euro, and U.S. dollar. We have more Swiss franc expenses than we do Swiss franc sales because we develop and manufacture products in Switzerland that we sell globally, and have a number of corporate functions located in Switzerland. When the Swiss franc strengthens against our other trading currencies, particularly the U.S. dollar and euro, our earnings go down. We also have significantly more sales in the euro than we do expenses. When the euro weakens against the U.S. dollar and Swiss franc, our earnings also go down.

We entered into foreign currency forward contracts that reduce our exposure from the Swiss franc strengthening against the euro through 2016. The notional amount and average forward rate of our foreign currency forward contracts at June 30, 2016 is Euro 36.3 million and 1.19 for contracts that mature in 2016. Absent these forward currency forward contracts, we estimate a 1% strengthening of the Swiss franc against the euro would reduce our earnings before tax by approximately $1.2$1.5 million to $1.4$1.7 million annually. We also estimate a 1% strengthening of the Swiss franc against the U.S. dollar would reduce our earnings before tax by approximately $0.4 million to $0.6$0.2 million annually in addition to the previously mentioned strengthening of the Swiss franc against the euro impact.
We also conduct business in many geographies throughout the world, including Asia Pacific, the United Kingdom, Eastern Europe, Latin America, and Canada. Fluctuations in these currency exchange rates against the U.S. dollar can also affect our operating results. The most significant of these currency exposures is the Chinese Renminbi. The impact on our earnings before tax of the Chinese Renminbi weakening 1% against the U.S. dollar is a reduction of approximately $0.3 million to $0.5 million annually.
In addition to the effects of exchange rate movements on operating profits, our debt levels can fluctuate due to changes in exchange rates, particularly between the U.S. dollar and the Euro. Based on our outstanding debt at June 30, 2016,2017, we estimate that a 10% weakening of the U.S. dollar against the currencies in which our debt is denominated would result in an increase of approximately $23.1$22.8 million in the reported U.S. dollar value of our debt.

Forward-Looking Statements Disclaimer
You should not rely on forward-looking statements to predict our actual results. Our actual results or performance may be materially different than reflected in forward-looking statements because of various risks and uncertainties. You can identify forward-looking statements by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or “continue”.
We make forward-looking statements about future events or our future financial performance, including earnings and sales growth, earnings per share, strategic plans and contingency plans, growth opportunities or economic downturns, our ability to respond to changes in market conditions, planned research and development efforts and product introductions, adequacy of facilities, access to and the costs of raw materials, shipping and supplier costs, gross margins, customer demand, our competitive position , capital expenditures, cash flow, tax-related matters, compliance with laws, and effects of acquisitions.
Our forward-looking statements may not be accurate or complete, and we do not intend to update or revise them in light of actual results. New risks also periodically arise. Please consider the risks and factors that could cause our results to differ materially from what is described in our forward-looking statements. See in particular “Factors Affecting Our Future Operating Results” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 20152016 Annual Report on Form 10-K.

Item 3.Quantitative and Qualitative Disclosures About Market Risk
As of June 30, 20162017, there was no material change in the information provided under Item 7A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.2016.

Item 4.Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer, Principal Financial Officer and the Principal Accounting Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer, Principal Financial Officer, and Principal Accounting Officer, have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended June 30, 20162017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 


PART II. OTHER INFORMATION

Item 1.
Legal Proceedings. None
Item 1A.Risk Factors.
For the six months ended June 30, 20162017 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 June 30, 2015.December 31, 2016.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
  (a)(b)(c)(d)
 Total Number of
Shares Purchased
Average Price Paid
per Share
Total Number of
Shares Purchased as Part of Publicly Announced Program
Approximate Dollar
Value (in thousands) of Shares that may yet be Purchased under the Program
 
 
 April 1 to April 30, 2016103,324
$356.95
103,324
$1,321,527
 May 1 to May 31, 2016118,171
$364.13
118,171
$1,278,495
 June 1 to June 30, 2016120,413
$374.37
120,413
$1,223,414
 Total341,908
$365.57
341,908
$1,233,414
  (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
 
 
 April 1 to April 30, 201768,796
$484.52
68,796
$825,088
 May 1 to May 31, 201784,193
$544.30
84,193
$779,260
 June 1 to June 30, 201777,516
$590.70
77,516
$733,470
 Total230,505
$542.06
230,505
$733,470

The Company has a share repurchase program of which there is $1.2 billion$733.5 million of remaining to repurchase common shares as of June 30, 2016.We2017. We have purchased 25.426.5 million shares since the inception of the program through June 30, 2016.2017.
During the six months ended June 30, 20162017 and 2015,2016, we spent $250.0$249.9 million and $247.5$250.0 million on the repurchase of 732,245 shares505,593 and 777,248732,245 shares at an average price per share of $341.39$494.35 and $318.38,$341.39, respectively. We also reissued 131,737153,413 shares and 233,593131,737 shares held in treasury for the exercise of stock options and restricted stock units during the six months ended June 30, 20162017 and 2015,2016, respectively.

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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
    
   Mettler-Toledo International Inc.
Date:July 29, 201628, 2017 By:  /s/ Shawn P. Vadala 
       
    Shawn P. Vadala 
    Chief Financial Officer  Principal Accounting Officer 


EXHIBIT INDEX

Exhibit No. Description
    
 31.1*Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes — Oxley Act of 2002
    
 31.2*Certification of the Executive Vice President Pursuant to Section 302 of the Sarbanes — Oxley Act of 2002
    
 31.3*Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes — Oxley Act of 2002
    
 32*Certification Pursuant to Section 906 of the Sarbanes — Oxley Act of 2002
    
 101.INS*XBRL Instance Document
    
 101.SCH*XBRL Taxonomy Extension Schema Document
    
 101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document
    
 101.LAB*XBRL Taxonomy Extension Label Linkbase Document
    
 101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document
    
 101.DEF*XBRL Taxonomy Extension Definition Linkbase Document
_______________________
*    Filed herewith

- 34 -