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, 2017MARCH 31, 2018, 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(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 to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange ActAct. __

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

The Registrant had 25,668,05425,392,875 shares of Common Stock outstanding at June 30, 2017March 31, 2018.
 




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, 2017March 31, 2018 and 20162017
(In thousands, except share data)
(unaudited)

 June 30,
2017
 June 30,
2016
Net sales   
Products$512,848
 $470,605
Service140,808
 137,681
Total net sales653,656
 608,286
Cost of sales   
Products200,281
 183,322
Service78,458
 77,388
Gross profit374,917
 347,576
Research and development32,854
 30,701
Selling, general and administrative193,517
 187,798
Amortization10,249
 8,655
Interest expense8,171
 6,872
Restructuring charges4,023
 2,205
Other charges (income), net(744) 8,173
Earnings before taxes126,847
 103,172
Provision for taxes25,267
 23,584
Net earnings$101,580
 $79,588
    
Basic earnings per common share:   
Net earnings$3.94
 $2.99
Weighted average number of common shares25,751,374
 26,631,015
    
Diluted earnings per common share:   
Net earnings$3.84
 $2.93
Weighted average number of common and common equivalent shares26,439,529
 27,143,284
    
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, 2017 and 2016
(In thousands, except share data)
(unaudited)

June 30,
2017
 June 30,
2016
March 31,
2018
 March 31,
2017
Net sales      
Products$970,108
 $883,897
$510,946
 $457,260
Service278,115
 264,063
149,875
 137,307
Total net sales1,248,223
 1,147,960
660,821
 594,567
Cost of sales      
Products376,083
 349,179
202,587
 175,313
Service154,323
 151,298
83,301
 75,865
Gross profit717,817
 647,483
374,933
 343,389
Research and development64,246
 59,674
34,713
 31,200
Selling, general and administrative377,689
 356,719
200,674
 185,656
Amortization20,294
 17,079
11,735
 10,045
Interest expense15,912
 13,452
8,359
 7,741
Restructuring charges5,455
 3,085
4,413
 1,432
Other charges (income), net(6,474) 7,889
(2,400) (6,533)
Earnings before taxes240,695
 189,585
117,439
 113,848
Provision for taxes46,649
 44,323
24,135
 21,382
Net earnings$194,046
 $145,262
$93,304
 $92,466
      
Basic earnings per common share:      
Net earnings$7.51
 $5.42
$3.66
 $3.57
Weighted average number of common shares25,841,243
 26,781,154
25,468,323
 25,932,112
      
Diluted earnings per common share:      
Net earnings$7.32
 $5.32
$3.58
 $3.48
Weighted average number of common and common equivalent shares26,514,311
 27,283,012
26,095,647
 26,586,061
      
Comprehensive income, net of tax (Note 8)$250,658
 $129,136
Total comprehensive income, net of tax (Note 9)$122,194
 $116,344


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, 2017March 31, 2018 and December 31, 20162017
(In thousands, except share data)
(unaudited)

June 30,
2017
 December 31,
2016
March 31,
2018
 December 31,
2017
ASSETS
Current assets:      
Cash and cash equivalents$146,334
 $158,674
$98,949
 $148,687
Trade accounts receivable, less allowances of $15,306 at June 30, 2017   
and $14,234 at December 31, 2016448,098
 454,988
Trade accounts receivable, less allowances of $17,016 at March 31, 2018   
and $15,549 at December 31, 2017483,919
 528,615
Inventories253,734
 222,047
278,318
 255,390
Other current assets and prepaid expenses65,587
 61,075
66,186
 74,031
Total current assets913,753
 896,784
927,372
 1,006,723
Property, plant and equipment, net600,900
 563,707
696,890
 668,271
Goodwill483,757
 476,378
544,784
 539,838
Other intangible assets, net164,134
 167,055
224,727
 226,718
Deferred tax assets, net39,326
 33,951
41,717
 41,425
Other non-current assets46,080
 28,902
76,417
 66,830
Total assets$2,247,950
 $2,166,777
$2,511,907
 $2,549,805
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:      
Trade accounts payable$143,607
 $146,593
$164,639
 $167,627
Accrued and other liabilities124,879
 133,167
159,846
 152,834
Accrued compensation and related items118,705
 140,461
103,793
 170,159
Deferred revenue and customer prepayments126,190
 100,330
130,704
 107,166
Taxes payable53,820
 47,990
63,017
 72,210
Short-term borrowings and current maturities of long-term debt21,608
 18,974
14,883
 19,677
Total current liabilities588,809
 587,515
636,882
 689,673
Long-term debt947,781
 875,056
978,715
 960,170
Deferred tax liabilities37,106
 64,306
Deferred tax liabilities, net46,689
 51,230
Other non-current liabilities212,335
 204,957
288,874
 301,452
Total liabilities1,786,031
 1,731,834
1,951,160
 2,002,525
Commitments and contingencies (Note 14)

 

Commitments and contingencies (Note 15)

 

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

 
Common stock, $0.01 par value per share; authorized 125,000,000 shares;   448
 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
issued 44,786,011 and 44,786,011 shares; outstanding 25,392,875 and 25,541,393 shares448
 448
at March 31, 2018 and December 31, 2017, respectively 
Additional paid-in capital738,349
 730,556
 
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)
Treasury stock at cost (19,393,136 shares at March 31, 2018 and 19,244,618 shares at(3,481,032) (3,368,182)
December 31, 2017) 
Retained earnings3,256,684
 3,065,708
3,526,355
 3,433,282
Accumulated other comprehensive income (loss)(298,386) (354,998)
Accumulated other comprehensive loss(236,516) (265,406)
Total shareholders’ equity461,919
 434,943
560,747
 547,280
Total liabilities and shareholders’ equity$2,247,950
 $2,166,777
$2,511,907
 $2,549,805

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

METTLER-TOLEDO INTERNATIONAL INC.
INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
SixThree months ended June 30, 2017March 31, 2018 and twelve months ended December 31, 20162017
(In thousands, except share data)
(unaudited)

                       Accumulated Other Comprehensive Income (Loss)  
    Additional Paid-in Capital     Accumulated Other Comprehensive Income (Loss)      Additional Paid-in Capital      
Common Stock Treasury Stock Retained Earnings  Common Stock Treasury Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) 
Shares Amount TotalAccumulated Other Comprehensive Income (Loss)Shares Amount Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 201527,090,118
 $448
 $697,570
 $(2,543,229) $2,692,317
 $(266,649) 
Balance at December 31, 201626,020,234
 $448
 $730,556
 $(3,006,771) $3,065,708
 $(354,998)
Exercise of stock options and restricted                          
stock units278,623
 
 
 36,450
 (10,979) 
 25,471
270,413
 
 
 38,586
 (9,937) 
 28,649
Repurchases of common stock(1,348,507) 
 
 (499,992) 
 
 (499,992)(749,254) 
 
 (399,997) 
 
 (399,997)
Tax benefit resulting from exercise of             
certain employee stock options
 
 17,680
 
 
 
 17,680
Tax benefit resulting from exercise of certain             
employee stock options
 
 
 
 1,539
 
 1,539
Share-based compensation
 
 15,306
 
 
 
 15,306

 
 16,582
 
 
 
 16,582
Net earnings
 
 
 
 384,370
 
 384,370

 
 
 
 375,972
 
 375,972
Other comprehensive income (loss),                          
net of tax
 
 
 
 
 (88,349) (88,349)
 
 
 
 
 89,592
 89,592
Balance at December 31, 201626,020,234
 $448
 $730,556
 $(3,006,771) $3,065,708
 $(354,998) $434,943
Balance at December 31, 201725,541,393
 $448
 $747,138
 $(3,368,182) $3,433,282
 $(265,406) $547,280
Exercise of stock options and restricted                          
stock units153,413
 
 
 21,544
 (4,609) 
 16,935
39,362
 
 
 5,900
 (231) 
 5,669
Repurchases of common stock(505,593) 
 
 (249,949) 
 
 (249,949)(187,880) 
 
 (118,750) 
 
 (118,750)
Share-based compensation
 
 7,793
 
 
 
 7,793

 
 4,354
 
 
 
 4,354
Effect of accounting change (Note 2)
 
 
 
 1,539
 
 1,539
Net earnings
 
 
 
 194,046
 
 194,046

 
 
 
 93,304
 
 93,304
Other comprehensive income (loss),                          
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
             
net of tax (Note 9)
 
 
 
 
 28,890
 28,890
Balance at March 31, 201825,392,875
 $448
 $751,492
 $(3,481,032) $3,526,355
 $(236,516) $560,747


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

METTLER-TOLEDO INTERNATIONAL INC.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
SixThree months ended June 30, 2017March 31, 2018 and 20162017
(In thousands)
(unaudited)

June 30,
2017
 June 30,
2016
March 31,
2018
 March 31,
2017
Cash flows from operating activities:      
Net earnings$194,046
 $145,262
$93,304
 $92,466
Adjustments to reconcile net earnings to net cash provided by operating activities:      
Depreciation15,919
 16,116
9,157
 7,966
Amortization20,294
 17,079
11,735
 10,045
Deferred tax benefit(3,840) (8,852)(6,416) (1,470)
Share-based compensation7,793
 7,249
4,354
 3,822
Gain on facility sale(3,394) 

 (3,394)
Other230
 (101)(1,269) (10)
Non-cash pension settlement charge
 8,189
Increase (decrease) in cash resulting from changes in:      
Trade accounts receivable, net23,541
 5,189
54,302
 23,289
Inventories(21,164) (20,029)(15,707) (15,795)
Other current assets(235) (3,519)2,419
 (2,045)
Trade accounts payable(7,176) (8,673)(3,451) (10,614)
Taxes payable(9,058) 5,351
(11,640) (9,209)
Accruals and other(11,579) (884)(60,224) (27,452)
Net cash provided by operating activities205,377
 162,377
76,564
 67,599
Cash flows from investing activities:      
Proceeds from sale of property, plant and equipment10,209
 218
4,507
 10,003
Purchase of property, plant and equipment(48,529) (28,858)(29,774) (21,015)
Acquisitions(697) (4,329)(500) 
Net hedging settlements on intercompany loans(1,033) 1,075
3,304
 312
Net cash used in investing activities(40,050) (31,894)(22,463) (10,700)
Cash flows from financing activities:      
Proceeds from borrowings672,921
 392,560
336,512
 472,732
Repayments of borrowings(615,162) (269,684)(331,114) (409,881)
Proceeds from stock option exercises16,935
 13,965
5,669
 8,201
Repurchases of common stock(249,949) (249,997)(118,750) (124,997)
Other financing activities(7,205) (680)
Net cash used in financing activities(182,460) (113,836)(107,683) (53,945)
   
Effect of exchange rate changes on cash and cash equivalents4,793
 (888)3,844
 3,265
   
Net increase (decrease) in cash and cash equivalents(12,340) 15,759
(49,738) 6,219
   
Cash and cash equivalents:      
Beginning of period158,674
 98,887
148,687
 158,674
End of period$146,334
 $114,646
$98,949
 $164,893


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

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Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2017March 31, 2018 – 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, 20162017.
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 sixmonths ended June 30, 2017March 31, 2018 are not necessarily indicative of the results to be expected for the full year ending December 31, 2017.2018.
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, 2016.2017.
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.

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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2017March 31, 2018 – 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,
2017
 December 31,
2016
March 31,
2018
 December 31,
2017
Raw materials and parts$113,113
 $100,408
$122,851
 $118,790
Work-in-progress50,245
 41,454
51,872
 43,035
Finished goods90,376
 80,185
103,595
 93,565
$253,734
 $222,047
$278,318
 $255,390
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 underlying asset is less than its carrying amount.
Other intangible assets include indefinite-lived assets and assets subject to amortization. Where applicable, amortization is charged on a straight-line basis over the expected period of benefit.to be benefited. The straight-line method of amortization reflects an appropriate allocation of the cost of the intangible assets to earnings in proportion to the amount of economic benefits obtained by the Company in each reporting period. The Company assesses the initial acquisition of intangible assets in accordance with the provisions of ASC 805 "Business Combinations"“Business Combinations” and the continued accounting for previously recognized intangible assets and goodwill in accordance with the provisions of ASC 350 "Intangible -“Intangibles – Goodwill and Other"Other” and ASC 360 "Property,“Property, Plant and Equipment".Equipment.”
Other intangible assets consisted of the following:following:
June 30, 2017 December 31, 2016March 31, 2018 December 31, 2017
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$148,275
 $(37,831) $110,444
 $147,466
 $(34,672) $112,794
$199,197
 $(44,094) $155,103
 $198,527
 $(41,794) $156,733
Proven technology and patents59,884
 (37,365) 22,519
 58,394
 (35,128) 23,266
71,370
 (40,395) 30,975
 70,311
 (38,890) 31,421
Tradename (finite life)4,421
 (2,725) 1,696
 4,182
 (2,514) 1,668
4,650
 (2,943) 1,707
 4,518
 (2,807) 1,711
Tradename (indefinite life)28,369
 
 28,369
 28,272
 
 28,272
35,614
 
 35,614
 35,562
 
 35,562
Other3,042
 (1,936) 1,106
 2,871
 (1,816) 1,055
3,661
 (2,333) 1,328
 3,490
 (2,199) 1,291
$243,991
 $(79,857) $164,134
 $241,185
 $(74,130) $167,055
$314,492
 $(89,765) $224,727
 $312,408
 $(85,690) $226,718
The Company recognized amortization expense associated with the above intangible assets of $3.6 million and $2.5 million for the three months ended March 31, 2018 and 2017, respectively. The annual aggregate amortization expense based on the current balance of other intangible assets is estimated at

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Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2017March 31, 2018 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)


The Company recognized amortization expense associated with the above intangible assets of $2.5 million and $1.7 million for the three months ended June 30, 2017 and 2016, respectively and $5.0 million and $3.5 million for the six months ended June 30, 2017 and 2016, respectively. The annual aggregate amortization expense based on the current balance of other intangible assets is estimated at $9.9 million for 2017, $9.7$14.1 million for 2018, $9.2$13.6 million for 2019, $8.9$13.2 million for 2020, $8.3$12.6 million for 2021, and $7.3$12.1 million for 2022.2022 and $11.9 million for 2023. Purchased intangible amortization was $2.3$3.4 million, $1.5$2.5 million after tax and $1.5$2.3 million, $1.0$1.5 million after tax for the three months ended June 30,March 31, 2018 and 2017, and 2016, respectively and $4.6 million, $3.0 million after tax, and $3.2 million, $2.1 million after tax, for the six months ended June 30, 2017 and 2016, respectively.
In addition to the above amortization, the Company recorded amortization expense associated with capitalized software of $7.7$8.1 million and $6.9$7.5 million for the three months ended June 30,March 31, 2018 and 2017, and 2016, respectively and $15.2 million and $13.4 million for the six months ended June 30, 2017 and 2016, respectively.
Revenue Recognition
Product revenue is recognized from contracts with customers when a customer has obtained control of a product. The Company considers control to have transferred upon shipment or delivery. To the extent the Company’s contracts have a separate performance obligation, revenue related to any post-shipment performance obligation is deferred until completed. Shipping and handling costs charged to customers are included in total net sales and the associated expense is a component of cost of sales. Certain products are also sold through indirect distribution channels whereby the distributor assumes any further obligations to the end customer. Revenue is recognized when titleon these distributor arrangements upon transfer of control to a product has transferredthe distributor. Contracts do not contain variable pricing arrangements that are retrospective, except for rebate programs. Rebates are estimated based on expected sales volumes and any significant customer obligations have been fulfilled. Standard shipping terms are generally FOB shipping point in most countries and, accordingly, title and risk of loss transfers upon shipment. In countries where title cannot legally transfer before delivery,offset against revenue at the Company deferstime such revenue recognition until delivery has occurred.is recognized. The Company generally maintains the right to accept or reject a product return in its terms and conditions and also maintains appropriate accruals for outstanding credits. ShippingThe provisions for estimated returns and handling costs chargedrebates are immaterial to customersthe consolidated financial statements.
Certain of the Company’s arrangements include separate performance obligations, primarily related to installation. Such performance obligations are included in total net salesaccounted for separately when the deliverables have stand-alone value and the associated expensesatisfaction of the undelivered performance obligations is recordedprobable and within the Company's control. The allocation of revenue between the performance obligations is based on the observable standalone selling prices at the time of the sale in costaccordance with a number of sales for all periods presented. Other thanfactors including service technician billing rates, time to install and geographic location.
Software is generally not considered a distinct performance obligation with the exception of a few small software applications, theapplications. The Company does not sell software products without the related hardware instrument as the software is embedded in the instrument.product. The Company’s products typically require no significant production, modification, or customization of the hardware or software that is essential to the functionality of the products. To the extent the Company’s solutions have a post-shipment obligation, revenue is deferred until the obligation has been completed. The Company defers product revenue where installation is required, unless such installation is deemed perfunctory. The Company also sometimes enters into certain arrangements that require the separate delivery of multiple goods and/or services. These deliverables are accounted for separately if the deliverables have standalone value and the performance of undelivered items is probable and within the Company's control. The allocation of revenue between the separate deliverables is typically based on the relative selling price at the time of the sale in accordance with a number of factors including service technician billing rates, time to install and geographic location.
Further, certain products are also sold through indirect distribution channels whereby the distributor assumes any further obligations to the customer upon title transfer. Revenue is recognized on these products upon transfer of title and risk of loss to its distributors. Distributor discounts are offset against revenue at the time such revenue is recognized.
Service revenue not under contract is recognized upon the completion of the service performed. SpareRevenue from spare parts sold on a stand-alone basis areis recognized upon title and risk of loss transferwhen control is transferred to the customer, which is generally at the time of shipment. Revenuesshipment or delivery. Revenue from service contracts areis recognized ratably over the contract period.period using a time-based method. These contracts represent an obligation to perform repair and other services including regulatory compliance qualification, calibration, certification, and preventative maintenance on a customer’s pre-defined equipment over the contract period. Service contracts are separately priced and payment is typically received from the customer at the beginning of the contract period.
Warranty
The Company generally offers one-year warranties on most of its products. Product warranties are recorded at the time revenue is recognized. While the Company engages in extensive product quality programs and processes, its warranty obligation is affected by product failure rates, material usage and service costs incurred in correcting a product failure.

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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2017March 31, 2018 – 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 $3.9$4.4 million and $7.8$3.8 million of share-based compensation expense for the three and six months ended June 30,March 31, 2018 and 2017, respectively, compared to $3.6 million and $7.2 million for the corresponding periods in 2016.respectively.
Research and Development
Research and development costs primarily consist of salaries, consulting and other costs. The Company expenses these costs as incurred.

Recent Accounting PronouncementsBusiness Combinations and Asset Acquisitions
In 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 adoptedaccounts for business acquisitions under the guidance on a prospective basis, and expects its estimated annual tax rate will be reduced by 2%accounting standards for business combinations. The results of each acquisition are included 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. ASU 2016-10 provides guidance for identifying performance obligations as they pertain to immaterial promised goods or services, shipping and handling activities, and identifying when promises represent performance obligations. ASU 2016-12 provides guidance for assessing collectability, presentation of sales taxes, noncash considerations, and completed contract modifications at transition. The guidance becomes effective for the Company for the year beginning January 1, 2018. The Company is finalizing its evaluation of the impact of the adoption of this guidance and believes it will have an immaterial impact on the Company's consolidated results as of operationsthe acquisition date. The purchase price of an acquisition is allocated to tangible and financial position. Theintangible assets and assumed liabilities based on their estimated fair values and any consideration in excess of the net assets acquired is recognized as goodwill. Acquisition transaction costs are expensed when incurred.

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

estimated impact toRecent Accounting Pronouncements
On January 1, 2018 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 2017, the FASB issuedretrospectively implemented ASU 2017-7 to ASC 715 "Compensation-Retirement"Compensation - Retirement Benefits," which will requirerequires the Company to report the non-service cost components of net periodic benefit cost (pension cost) in other charges (income), net. The new guidance must be applied retrospectivelyThese amounts were previously reported in selling, general, and becomes effectiveadministrative, cost of sales and research and development in the consolidated statement of operations. Non-service pension costs were a benefit of $1.6 million and $0.8 million for the year beginning January 1, 2018. The Company expects the impact of this guidance will be immaterial.three months ended March 31, 2018 and 2017 respectively.
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.2018. The Company is currently evaluating the impact of this guidance on the financial statements and the timing of adoption.adoption including pending proposals regarding the transition option.
In February 2018, the FASB issued ASU 2018-02, "Income Statement - Reporting Comprehensive Income". The accounting update provided entities with guidance on how to reclassify certain stranded tax

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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At March 31, 2018 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)


effects from accumulated other comprehensive income as a result of the Tax Cuts and Jobs Act, which was a tax bill enacted by the U.S. government in December 2017. The new guidance is effective for the year beginning January 1, 2019 and the Company is still evaluating the impact on the financial statements.     

3.REVENUE
3.On January 1, 2018, the Company adopted ASC 606 "Revenue from Contracts with Customers" and all the related amendments using the modified retrospective method, whereby the adoption does not impact any prior periods. The effect of adopting the new standard did not require any cumulative effect adjustment to retained earnings as of January 1, 2018. There was no impact to our consolidated statements of operations, balance sheet, or statement of cash flows as of and for the period ended March 31, 2018.
The Company disaggregates revenue from contracts with customers by product, service, timing of revenue recognition and geography. A summary by the Company’s reportable segments follows for the three months ended March 31, 2018:
 U.S. Operations Swiss Operations Western European Operations Chinese Operations Other Operations Total
Product Revenue$172,501
 $25,565
 $116,932
 $104,292
 $91,656
 $510,946
Service Revenue:           
Point in time47,619
 4,830
 34,590
 7,127
 24,237
 118,403
Over time9,625
 2,071
 13,850
 2,511
 3,415
 31,472
Total$229,745
 $32,466
 $165,372
 $113,930
 $119,308
 $660,821
A summary of revenue by major geographic destination for the three months ended March 31, 2018 follows:
 2018
Americas$252,279
Europe205,840
Asia / Rest of World202,702
Total$660,821
The Company's global revenue mix by product category is laboratory (52% of sales), industrial (40% of sales) and retail (8% of sales). The Company's product revenue by reportable segment is proportionately similar to the Company's global mix except the Company's Swiss Operations is largely comprised of laboratory products while the Company's Chinese Operations has a slightly higher percentage of industrial products. A summary of the Company’s revenue by product category for the three months ended March 31, 2018 is as follows:
 2018
Laboratory$345,159
Industrial262,656
Retail53,006
Total$660,821


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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL INSTRUMENTSSTATEMENTS
At March 31, 2018 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)


The payment terms in the Company’s contracts with customers do not exceed one year and therefore contracts do not contain a significant financing component. In most cases, after appropriate credit evaluations, payments are due in arrears and are recognized as receivables. Unbilled revenue is recorded when performance obligations have been satisfied, but the Company does not have right to receive payment. Unbilled revenue as of March 31, 2018 was $16.0 million and is included within accounts receivable. Deferred revenue and customer prepayments are recorded when cash payments are received or due in advance of the performance obligation being satisfied. Deferred revenue primarily includes prepaid service contracts, as well as deferred installation.
Changes in the components of deferred revenue and customer prepayments during the period are as follows:
 Customer Pre-payments Deferred Revenue Total
Beginning balances as of December 31, 2017$56,772
 $50,394
 $107,166
Customer pre-payments/deferred revenue96,878
 54,131
 151,009
Revenue recognized(95,913) (33,883) (129,796)
Foreign currency translation1,161
 1,164
 2,325
Ending balance as of March 31, 2018$58,898
 $71,806
 $130,704
The Company generally expenses sales commissions when incurred because the amortization period is one year or less. These costs are recorded within selling, general, and administrative expenses. The Company has not disclosed the value of unsatisfied performance obligations other than customer pre-payments and deferred revenue above as most contracts have an expected length of one year or less and amounts greater than one year are immaterial.
4.FINANCIAL INSTRUMENTS
The Company has limited involvement with derivative financial instruments and does not use them for trading purposes. The Company enters into certain interest rate swap agreements in order to manage its 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 6,7, the Company has designated its euro denominated debt as a hedge of a portion of its net investment in euro-denominated foreign operations. For additional disclosures on the fair value of financial instruments, also see Note 45 to the interim consolidated financial statements.
Cash Flow Hedges
In June 2017, the Company entered into a cross currency swap arrangement designated as a cash flow hedge. The agreement converts $100 million of borrowings under the Company's credit facility into synthetic Swiss franc debt which allows the Company to effectively change the floating rate LIBOR-based interest paymentpayments to a fixed Swiss franc income of 0.01%. The swap began in June 2017 and matures in June 2019.
In 2015, the Company entered into an interest rate swap agreement designated as a cash flow hedge. The agreement is a swap which has the effect of changing the floating rate LIBOR-based interest payments associated with $100 million in borrowings under the Company's credit agreement to a fixed obligation of 2.25%. The swap began in February 2017 and matures in February 2022.

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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At March 31, 2018 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)


In 2013, the Company hasentered into an interest rate swap agreement designated as a cash flow hedge. The agreement is a swap which has the effect of changing the floating rate LIBOR-based interest payments associated with $50 million ofin 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.

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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 is a swap which has the effect of changing the floating rate LIBOR-based interest payments associated with $100 million of 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, 2017March 31, 2018 and December 31, 2016,2017, respectively, and disclosed in Note 45 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 89 to the consolidated financial statements. A derivative gain of $1.3$2.7 million based upon interest rates and foreign currency rates at June 30, 2017,March 31, 2018, is expected to be reclassified from other comprehensive income (loss) to earnings in the next twelve months. Through June 30, 2017,March 31, 2018, 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���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,March 31, 2018 and December 31, 2017 and June 30, 2016, respectively, andas disclosed in Note 4.5. The Company recognized in other charges (income), a net gain of $0.1$5.7 million and a net loss of $1.7 million during the three months ended June 30,March 31, 2018 and 2017, and 2016, respectively, and a net gain of $1.9 million and a net loss of $0.6 million duringwhich offset the six months ended June 30, 2017 and 2016, respectively. The gains and losses are primarily offset by the underlyingrelated transaction gains and losses on the related intercompany balances.(losses) associated with these contracts. At June 30, 2017March 31, 2018 and December 31, 2016,2017, these contracts had a notional value of $343.0$448.1 million and $353.0$394.8 million, respectively.    
4.    FAIR VALUE MEASUREMENTS
5.FAIR VALUE MEASUREMENTS
At June 30, 2017March 31, 2018 and December 31, 20162017, the Company had derivative assets totaling $0.8$2.3 million in both periods,and $1.9 million, respectively, and derivative liabilities totaling $5.9$2.8 million and $5.8$2.4 million, respectively. The fair values of the interest rate swap agreements, foreign currency forward contracts designated as cash flow hedgesagreement 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, 2017March 31, 2018 and December 31, 20162017.
At June 30, 2017March 31, 2018 and December 31, 20162017, the Company had $33.0$10.4 million and $21.5$5.6 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 faircarrying value of the Company's debt exceeds the carryingfair value by approximately $4.1$0.4 million as of June 30, 2017and$4.2March 31, 2018.
The fair value of the contingent consideration obligation of $30.9 million relating to the Biotix acquisition as of DecemberMarch 31, 2016.2018 is based on the Company's forecast of future results. The fair value measurements are based on significant inputs not observable in the market and thus represent a Level 3 measurement.

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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At March 31, 2018 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)


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

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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
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, 2017March 31, 2018 and December 31, 2016:2017:

 June 30, 2017 December 31, 2016March 31, 2018 December 31, 2017
 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Assets:                               
Cash equivalents $33,041
 $
 $33,041
 $
 $21,513
 $
 $21,513
 $
$10,364
 $
 $10,364
 $
 $5,616
 $
 $5,616
 $
Interest rate swap agreements976
 
 976
 
 
 
 
 
Foreign currency forward contracts not designated as hedging instruments 804
 
 804
 
 791
 
 791
 
1,371
 
 1,371
 
 1,912
 
 1,912
 
Total $33,845
 $
 $33,845
 $
 $22,304
 $
 $22,304
 $
$12,711
 $
 $12,711
 $
 $7,528
 $
 $7,528
 $
                               
Liabilities:                               
Interest rate swap agreements $3,361
 $
 $3,361
 $
 $3,630
 $
 $3,630
 $
$126
 $
 $126
 $
 $1,292
 $
 $1,292
 $
Cross currency swap agreement 1,857
 
 1,857
 
 
 
 
 
2,043
 
 2,043
 
 106
 
 106
 
Foreign currency forward contracts not designated as hedging instruments 691
 
 691
 
 2,123
 
 2,123
 
659
 
 659
 
 986
 
 986
 
Total $5,909
 $
 $5,909
 $
 $5,753
 $
 $5,753
 $
$2,828
 $
 $2,828
 $
 $2,384
 $
 $2,384
 $
5.    INCOME TAXES
6.INCOME TAXES
The provision for taxes is based upon using the Company's projected annual effective tax rate of 22% before non-recurring discrete items for both the three and six month periods ended June 30,March 31, 2018 and 2017. The reduction indifference between the Company's estimatedprojected annual effective tax rate from 24% in 2016 toof 22% in 2017, as well as the Company'sand its reported tax rate of 20%21% and 19% during the three and six months ending June 30,March 31, 2018 and 2017, respectively, is primarily related to the Company's adoptiontiming of ASU 2016-09 pertaining to excess tax benefits associated with stock option exercises.

On December 22, 2017, the Tax Cuts and Jobs Act (the "Act") significantly revised U.S. corporate income tax law. The Company's 2017 estimated annualAct includes, among other things, a reduction in the U.S. federal corporate income tax rate from 35% to 21% effective for taxable years beginning after December 31, 2017, and the implementation of 22%a modified territorial tax system that includes an estimated benefita one-time transition tax on deemed repatriated earnings of 2% relatedforeign subsidiaries ("Transition Tax") that is payable over a period of up to the adoption of ASU 2016-09, the effects of which will be treated discretely each quarter.eight years.

Our accounting for the Act is based upon reasonable estimates, however, the Company estimates may change upon the finalization of the Act's implementation and additional interpretive guidance from regulatory authorities. Among other things, the Company needs to complete its analysis of historical foreign earnings and related taxes paid and its analysis of foreign cash equivalents. In addition, the Company needs to complete its analysis of deemed repatriation of deferred foreign income and related

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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2017March 31, 2018 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)


state tax effects. The Company will complete its accounting for the above tax effects of the Act during 2018 as provided in SAB 118 and will reflect any adjustments to its provisional amounts as an adjustment to the provision for taxes in the reporting period in which the amounts are finally determined.

7.
6.    DEBT
Debt consisted of the following at June 30, 2017March 31, 2018:
June 30, 2017March 31, 2018
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
 141,986
 141,986
1.47% Euro 125 million Senior Notes due June 17, 2030
 155,260
 155,260
Debt issuance costs, net(1,169) (371) (1,540)(1,038) (349) (1,387)
Total Senior Notes348,831
 141,615
 490,446
348,962
 154,911
 503,873
$800 million Credit Agreement, interest at LIBOR plus 87.5 basis points415,416
 41,919
 457,335
400,234
 74,608
 474,842
Other local arrangements
 21,608
 21,608
16
 14,867
 14,883
Total debt764,247
 205,142
 969,389
749,212
 244,386
 993,598
Less: current portion
 (21,608) (21,608)(16) (14,867) (14,883)
Total long-term debt$764,247
 $183,534
 $947,781
$749,196
 $229,519
 $978,715
As of June 30, 2017,March 31, 2018, the Company had $336.3$319.7 million of availability remaining under its Credit Agreement.

In April 2018, two of the Company's non-U.S. pension plans issued a loan of $39.6 million (Swiss franc 38 million) to a wholly owned subsidiary of the Company. The loan has an interest rate of LIBOR plus 87.5 basis points and a maturity date of April 2019 and a one year renewal term and, as such, will be classified as short-term debt on the Company's consolidated balance sheet. The proceeds were used to pay down amounts outstanding on the existing credit facility.

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 a euro-denominated foreign subsidiariessubsidiary to reduce foreign currency risk associated with thethis net investment in these operations.investment. Changes in the carrying value of this debt resulting from fluctuations in the euro to U.S. dollar exchange rate are recorded as foreign currency translation adjustments within other comprehensive income (loss). The pre-tax unrealized gain (loss)loss recorded in other comprehensive income (loss) related to this net investment hedge was a loss of $7.1$5.5 million and $2.0$3.3 million for the three months ended June 30,March 31, 2018 and 2017, and 2016, respectively, and a loss of $10.5 million and a gain $1.6 million for the six months periods ended June 30, 2017 and 2016, respectively.

7.    SHARE REPURCHASE PROGRAM AND TREASURY STOCK
The Company has a share repurchase program of which there was $733.5 million common shares remaining to be repurchased under the program as of June 30, 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 26.5 million shares since the inception of the program in 2004 through June 30, 2017. During the six months ended June 30, 2017 and 2016, the Company spent $249.9 million and $250.0 million on the repurchase of 505,593 shares and 732,245 shares at an average price per share of $494.35 and $341.39, respectively. The Company also reissued 153,413 shares and 131,737 shares held in treasury for the exercise of stock options and restricted stock units during the six months ended June 30, 2017 and 2016, respectively.

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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2017March 31, 2018 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)


8.SHARE REPURCHASE PROGRAM AND TREASURY STOCK
8.    ACCUMULATED OTHER COMPREHENSIVE INCOMEThe Company has a share repurchase program of which there was $464.7 million common shares remaining to be repurchased under the program as of March 31, 2018. 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 repurchases will depend on business and market conditions, stock price, trading restrictions, the level of acquisition activity, and other factors.
The Company has purchased 26.9 million shares since the inception of the program in 2004 through March 31, 2018. During the three months ended March 31, 2018 and 2017, the Company spent $118.8 million and $125.0 million on the repurchase of 187,880 shares and 275,088 shares at an average price per share of $632.03 and $454.37, respectively. The Company reissued 39,362 shares and 76,849 shares held in treasury for the exercise of stock options and restricted stock units during the three months ended March 31, 2018 and 2017, respectively.
9.ACCUMULATED OTHER COMPREHENSIVE INCOME
The following table presents changes in accumulated other comprehensive income (loss) by component for the six monthsperiods ended June 30, 2017March 31, 2018 and 2016:2017:
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 Unrealized
Gain (Loss) on
Cash Flow Hedging Arrangements,
Net of Tax
 
Pension and Post-Retirement Benefit Related Items,
Net of Tax
 Total
Balance at December 31, 2016$(115,322) $(2,232) $(237,444) $(354,998)
Balance at December 31, 2017$(31,340) $(1,081) $(232,985) $(265,406)
Other comprehensive income (loss), net of tax:              
Amounts recognized in accumulated other comprehensive income (loss), net of tax
 (2,016) 
 (2,016)
Unrealized gains (losses) cash flow hedging arrangements
 5,915
 
 5,915
Foreign currency translation adjustment61,299
 
 (11,960) 49,339
28,969
 
 (6,464) 22,505
Amounts recognized from accumulated other comprehensive income (loss), net of tax
 1,824
 7,465
 9,289

 (3,215) 3,685
 470
Net change in other comprehensive income (loss), net of tax61,299
 (192) (4,495) 56,612
28,969
 2,700
 (2,779) 28,890
Balance at June 30, 2017$(54,023) $(2,424) $(241,939) $(298,386)
Balance at March 31, 2018$(2,371) $1,619
 $(235,764) $(236,516)
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 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:
 
 
 
       
Unrealized gains (losses) on cash flow hedging arrangements
 (3,692) (4,546) (8,238)
Unrealized gains (losses) cash flow hedging arrangements
 152
 
 152
Foreign currency translation adjustment(15,350) (556) (810) (16,716)24,349
 
 (4,546) 19,803
Amounts recognized from accumulated other comprehensive income (loss), net of tax
 (2,007) 10,835
 8,828

 211
 3,712
 3,923
Net change in other comprehensive income (loss), net of tax(15,350) (6,255) 5,479
 (16,126)24,349
 363
 (834) 23,878
Balance at June 30, 2016$(72,744) $(3,239) $(206,792) $(282,775)
Balance at March 31, 2017$(90,973) $(1,869) $(238,278) $(331,120)


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Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2017March 31, 2018 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)


The following table presents amounts recognized from accumulated other comprehensive income (loss) for the three and six month periods months ended June 30:March 31:
 Three months ended June 30,   2018 2017 Location of Amounts Recognized in Earnings
 2017 2016 Location of Amounts Recognized in Earnings
Effective portion of (gains) / losses on cash flow hedging arrangements:     
Effective portion of (gains) losses on cash flow hedging arrangements:     
Interest rate swap agreements $505
 $262
 Interest expense $277
 $344
 Interest expense
Cross currency swap agreement 1,412
 
 (a)
Foreign currency forward contracts 
 (1,498) Cost of sales - products
Cross currency swap (3,710) 
 (a)
Total before taxes 1,917
 (1,236)  (3,433) 344
 
Provision for taxes 305
 (206) Provision for taxes (218) 133
 Provision for taxes
Total, net of taxes $1,612
 $(1,030)  $(3,215) $211
 
          
Recognition of defined benefit pension and post-retirement items:          
Recognition of actuarial losses, settlement loss and prior service cost, before taxes $5,054
 $12,008
 (b)
Recognition of actuarial (gains) losses, plan amendments and prior service cost, before taxes $4,811
 $5,039
 (b)
Provision for taxes 1,301
 4,110
 Provision for taxes 1,126
 1,327
 Provision for taxes
Total, net of taxes $3,753
 $7,898
  $3,685
 $3,712
 
(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)
(a)The cross currency swap reflects an unrealized gain of $3.1 million recorded in other charges (income) that was offset by the underlying unrealized loss on the hedged debt. The cross currency swap also reflects a realized gain of $0.6 million recorded in interest expense for the three months ended March 31, 2018.
(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 months ended March 31, 2018 and 2017.
Comprehensive income (loss) components are included in, net of tax consisted of 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, 2017 and 2016.
following:
  Six months ended June 30,  
  2017 2016 Location of Amounts Recognized in Earnings
Effective portion of (gains) / losses on cash flow hedging arrangements:      
Interest rate swap agreements $849
 $526
 Interest expense
Cross currency swap agreement 1,412
 
 (a)
Foreign currency forward contracts 
 (2,931) Cost of sales - products
Total before taxes 2,261
 (2,405)  
Provision for taxes 437
 (398) Provision for taxes
Total, net of taxes $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 $10,093
 $15,968
 (b)
Provision for taxes 2,628
 5,133
 Provision for taxes
Total, net of taxes $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, 2017 and 2016.

 March 31,
2018
 March 31,
2017
Net earnings$93,304
 $92,466
Other comprehensive income (loss), net of tax28,890
 $23,878
Comprehensive income (loss), net of tax$122,194
 $116,344

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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2017March 31, 2018 – 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 Ended
 2017 2016 2017 2016
Net earnings$101,580
 $79,588
 $194,046
 $145,262
Other comprehensive income (loss), net of tax32,734
 (22,958) 56,612
 (16,126)
Comprehensive income, net of tax$134,314
 $56,630
 $250,658
 $129,136
9.    EARNINGS PER COMMON SHARE
10.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 months endedJune 30,March 31, relating to outstanding stock options and restricted stock units:
 2017 2016
Three months ended688,155
 512,269
Six months ended673,068
 501,858
 2018 2017
Three months ended627,324
 653,949
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 84,39256,224 and 93,005 shares of common stock for the three month periodsmonths ended June 30, 2016,March 31, 2018 and options and restricted stock units to purchase or receive 75,182 and 108,361 for the six month periods ended June 30, 2017, and 2016, respectively, have been excluded from the calculation of diluted weighted average number of common and common equivalent shares as such options and restricted stock units would be anti-dilutive.

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 Total
 2017 2016 2017 2016 2017 2016 2017 2016
Service cost, net$141
 $145
 $3,952
 $4,153
 $
 $
 4,093
 4,298
Interest cost on projected benefit obligations1,094
 1,072
 2,053
 2,673
 18
 19
 3,165
 3,764
Expected return on plan assets(1,684) (1,945) (7,629) (8,341) 
 
 (9,313) (10,286)
Recognition of prior service cost
 
 (974) (1,278) (195) (469) (1,169) (1,747)
Recognition of actuarial losses/(gains)1,639
 1,902
 5,058
 4,563
 (474) (673) 6,223
 5,792
Settlement charge
 7,963
 
 
 
 
 
 7,963
Net periodic pension cost/(credit)$1,190
 $9,137
 $2,460
 $1,770
 $(651) $(1,123) $2,999
 $9,784


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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)

11.NET PERIODIC BENEFIT COST
Net periodic pension cost for the Company’s defined benefit pension plans and U.S. post-retirement medical plan includes the following components for the sixthree months ended June 30March 31:

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
2017 2016 2017 2016 2017 2016 2017 20162018 2017 2018 2017 2018 2017 2018 2017
Service cost, net$282
 $262
 $7,976
 $8,383
 $
 $
 8,258
 8,645
$272
 $141
 $3,921
 $3,988
 $
 $
 $4,193
 $4,129
Interest cost on projected benefit obligations2,188
 2,364
 4,122
 5,345
 36
 38
 6,346
 7,747
1,061
 1,094
 2,223
 2,052
 16
 18
 3,300
 3,164
Expected return on plan assets(3,368) (4,044) (15,014) (16,681) 
 
 (18,382) (20,725)(1,732) (1,684) (7,987) (7,322) 
 
 (9,719) (9,006)
Recognition of prior service cost
 
 (2,797) (2,556) (390) (938) (3,187) (3,494)
 
 (1,794) (1,879) (93) (195) (1,887) (2,074)
Recognition of actuarial losses/(gains)3,278
 3,792
 10,950
 9,053
 (948) (1,346) 13,280
 11,499
1,451
 1,639
 5,560
 5,947
 (313) (473) 6,698
 7,113
Settlement charge
 7,963
 
 
 
 
 
 7,963
Net periodic pension cost/(credit)$2,380
 $10,337
 $5,237
 $3,544
 $(1,302) $(2,246) $6,315
 $11,635
$1,052
 $1,190
 $1,923
 $2,786
 $(390) $(650) $2,585
 $3,326

As previously disclosed in the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 2016,2017, the Company expects to make employer contributions of approximately $19.425.9 million to its non-U.S. pension plansplan and employer contributions of approximately $0.50.4 million to its U.S. post-retirement medical plan during the year ended December 31, 2017.2018. 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.

12.RESTRUCTURING CHARGES
11.    RESTRUCTURING CHARGES
For the three and sixmonths ended June 30, 2017,ending March 31, 2018, the Company has incurred $4.0$4.4 million and $5.5 million of restructuring expenses which primarily comprised of employee-relatedcomprise 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, 2017 is as follows:
  Total
Balance at December 31, 2016 $9,531
Restructuring charges 5,455
Cash payments and utilization (5,326)
Impact of foreign currency 524
Balance at June 30, 2017 $10,184


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Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2017March 31, 2018 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)


12.    OTHER CHARGES (INCOME), NETA rollforward of the Company’s accrual for restructuring activities for the three months ended March 31, 2018 is as follows:
  Total
Balance at December 31, 2017 $10,620
Restructuring charges 4,413
Cash payments / utilization (5,242)
Impact of foreign currency 231
Balance at March 31, 2018 $10,022

13.OTHER CHARGES (INCOME), NET
Other charges (income), net includes non-service pension costs (benefits), (gains) losses from foreign currency transactions and related hedging activities, interest income and other items. Non-service pension benefits for the three months ended March 31, 2018 and 2017 were $1.6 million and $0.8 million, respectively. Other charges (income), net for the three months ended March 31, 2017 also includes a one timeone-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.SEGMENT REPORTING
13.    SEGMENT REPORTING
As disclosed in Note 1617 to the Company's consolidated financial statements for the year ended ending December 31, 2016,2017, the Company has determined there are five reportable segments:  U.S. Operations, Swiss Operations, Western European Operations, Chinese Operations and Other.
The Company evaluates segment performance based on Segment Profit (gross profit less research and development and selling, general and administrative expenses, before amortization, interest expense, restructuring charges, other charges (income), net and taxes).
The following tables show the operations of the Company’s operatingreportable segments:
 Net Sales to Net Sales to     As of June 30,
For the three months endedExternal Other Total Net Segment 2017
June 30, 2017Customers Segments Sales Profit Goodwill
U.S. Operations$238,831
 $23,092
 $261,923
 $45,147
 $357,782
Swiss Operations32,287
 131,347
 163,634
 37,950
 22,544
Western European Operations151,161
 43,883
 195,044
 23,172
 87,388
Chinese Operations108,092
 57,036
 165,128
 54,128
 653
Other (a)123,285
 2,129
 125,414
 15,212
 15,390
Eliminations and Corporate (b)
 (257,487) (257,487) (27,063) 
Total$653,656
 $
 $653,656
 $148,546
 $483,757

Net Sales to Net Sales to     Net Sales to Net Sales to      
For the six months endedExternal Other Total Net Segment 
June 30, 2017Customers Segments Sales Profit 
For the three months endedExternal Other Total Net Segment  
March 31, 2018Customers Segments Sales Profit Goodwill
U.S. Operations$454,184
 $45,505
 $499,689
 $83,969
 $229,745
 $23,666
 $253,411
 $34,245
 $409,471
Swiss Operations62,034
 258,899
 320,933
 73,968
 32,466
 143,582
 176,048
 45,975
 22,866
Western European Operations298,484
 86,825
 385,309
 46,398
 165,372
 41,012
 206,384
 18,282
 95,938
Chinese Operations198,873
 109,969
 308,842
 98,787
 113,930
 60,407
 174,337
 59,553
 722
Other (a)234,648
 3,726
 238,374
 28,330
 119,308
 1,640
 120,948
 13,881
 15,787
Eliminations and Corporate (b)
 (504,924) (504,924) (55,570) 
 (270,307) (270,307) (32,390) 
Total$1,248,223
 $
 $1,248,223
 $275,882
 $660,821
 $
 $660,821
 $139,546
 $544,784


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Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At March 31, 2018 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)


 Net Sales to Net Sales to      
For the three months endedExternal Other Total Net Segment  
March 31, 2017Customers Segments Sales Profit (c) Goodwill
U.S. Operations$215,353
 $22,412
 $237,765
 $38,822
 $357,526
Swiss Operations29,747
 127,553
 157,300
 36,018
 21,771
Western European Operations147,323
 42,942
 190,265
 24,718
 83,777
Chinese Operations90,781
 52,932
 143,713
 44,659
 643
Other (a)111,363
 1,597
 112,960
 13,108
 14,935
Eliminations and Corporate (b)
 (247,436) (247,436) (30,792) 
Total$594,567
 $
 $594,567
 $126,533
 $478,652

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

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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 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)(c)Other includes reporting units2017 segment profit has been adjusted to be consistent with 2018 for the adoption of ASU 2017-7 (as disclosed 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.Note 2).
A reconciliation of earnings before taxes to segment profit for the three and six month periods months ended June 30March 31 follows:

Three Months Ended Six Months EndedThree Months Ended
2017 2016 2017 2016March 31, 2018 March 31, 2017
Earnings before taxes$126,847
 $103,172
 $240,695
 $189,585
$117,439
 $113,848
Amortization10,249
 8,655
 20,294
 17,079
11,735
 10,045
Interest expense8,171
 6,872
 15,912
 13,452
8,359
 7,741
Restructuring charges4,023
 2,205
 5,455
 3,085
4,413
 1,432
Other charges (income), net(744) 8,173
 (6,474) 7,889
(2,400) (6,533)
Segment profit$148,546
 $129,077
 $275,882
 $231,090
$139,546
 $126,533

During the three months ended June 30, 2017,March 31, 2018, restructuring charges of $4.0$4.4 million were recognized, of which $2.2$3.6 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 million, $0.2$0.4 million, and $1.2$0.4 million related to the Company’s U.S., Swiss, and Western European Operations,operations, respectively. Restructuring charges of $5.5$1.4 million were recognized during the sixthree months ended June 30,March 31, 2017,, of which $3.0$0.8 million,, $0.9 $0.4 million,, $0.7 $0.1 million, $0.1 and $0.1 million, and $0.8 million related to the Company’sCompany's U.S., Swiss, Western European, Chinese and Other Operations,operations, respectively. Restructuring charges of

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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.

14.    CONTINGENCIES
15.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, 2017March 31, 2018 are not necessarily indicative of the results to be expected for the full year ending December 31, 2017.2018.
Changes in local currencycurrencies exclude the effect of currency exchange rate fluctuations. Local currency amounts are determined by translating current and previous year consolidated financial information at an index utilizing historical currency exchange rates. We believe local currency information provides a helpful assessment of business performance and a useful measure of results between periods. We do not, nor do we suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. We present non-GAAP financial measures in reporting our financial results to provide investors with an additional analytical tool to evaluate our operating results.
We also include in the discussion below disclosures of immaterial qualitative factors that are not quantified. Although the impact of such factors is not considered material, we believe these disclosures can be useful in evaluating our operating results.
Results of Operations – Consolidated
The following tables set forth certain items from our interim consolidated statements of operations and comprehensive income for the three and six month periods ended June 30,March 31, 2018 and 2017 and 2016 (amounts in thousands).
Three months ended June 30, Six months ended June 30,Three months ended March 31,
2017 2016 2017 20162018 2017
(unaudited) % (unaudited) % (unaudited) % (unaudited) %(unaudited) % (unaudited) %
Net sales$653,656
 100.0
 $608,286
 100.0 $1,248,223
 100.0
 $1,147,960
 100.0$660,821
 100.0
 $594,567
 100.0
Cost of sales278,739
 42.6
 260,710
 42.9 530,406
 42.5
 500,477
 43.6285,888
 43.3
 251,178
 42.2
Gross profit374,917
 57.4
 347,576
 57.1 717,817
 57.5
 647,483
 56.4374,933
 56.7
 343,389
 57.8
Research and development32,854
 5.0
 30,701
 5.0 64,246
 5.1
 59,674
 5.234,713
 5.3
 31,200
 5.3
Selling, general and administrative193,517
 29.6
 187,798
 30.9 377,689
 30.3
 356,719
 31.1200,674
 30.4
 185,656
 31.2
Amortization10,249
 1.6
 8,655
 1.4 20,294
 1.6
 17,079
 1.511,735
 1.8
 10,045
 1.7
Interest expense8,171
 1.3
 6,872
 1.1 15,912
 1.3
 13,452
 1.28,359
 1.2
 7,741
 1.3
Restructuring charges4,023
 0.6
 2,205
 0.4 5,455
 0.4
 3,085
 0.24,413
 0.6
 1,432
 0.2
Other charges (income), net(744) (0.1) 8,173
 1.3 (6,474) (0.5) 7,889
 0.7(2,400) (0.4) (6,533) (1.0)
Earnings before taxes126,847
 19.4
 103,172
 17.0 240,695
 19.3
 189,585
 16.5117,439
 17.8
 113,848
 19.1
Provision for taxes25,267
 3.9
 23,584
 3.9 46,649
 3.8
 44,323
 3.824,135
 3.7
 21,382
 3.5
Net earnings$101,580
 15.5
 $79,588
 13.1 $194,046
 15.5
 $145,262
 12.7$93,304
 14.1
 $92,466
 15.6

Net sales
Net sales were $653.7 million and $608.3$660.8 million for the three months ended June 30, 2017 and June 30, 2016, respectively, and $1,248.2 million and $1,148.0March 31, 2018, compared to $594.6 million for the six months ended June 30, 2017 and June 30, 2016.corresponding period in 2017. This represents an increase of 7% and 9% in U.S. dollars for the three and six months ended June 30, 2017.of 11%. Excluding the effect of currency exchange rate fluctuations, or in local currencies, net sales increased 10% and 11%5% for the three and six months ended June 30, 2017. Excluding the 2016 TroemnerMarch 31, 2018. The Biotix acquisition contributed approximately 1.5% to local currency net sales in local currencies were

8% and 10% for the three and six months ended June 30, 2017, respectively.March 31, 2018. These

results compare to 12% local currency growth in the previous quarter of which the Troemner acquisition contributed approximately 1%. Global market conditions were generally favorable during the first halfquarter of 20172018 and we continue to benefit from the execution of our global sales and marketing programs.programs and development of our robust product portfolio. However, we remain cautious given the economic uncertainty that existsremains in certain regions of the world. Most importantly, weworld and market conditions are subject to change. We will also continue to face more difficult prior period comparisons during the second half of 2017 and our Retail business is expected to have a meaningful decline.2018.
Net sales by geographic destination for the three and six months ended June 30, 2017March 31, 2018 in U.S. dollars increased 6% in the Americas, 9% and 11%,12% in Europe 1% and 4%, and20% in Asia/Rest of World 13% and 10%, respectively. OurWorld. In local currencies, our net sales by geographic destination for the three and six months ended June 30, 2017 in local currencies increased 5% in the Americas 10% and 12%, in Europe 4% and 8%, and10% in Asia/Rest of World 15% and 12%, respectively.decreased 1% in Europe. The TroemnerBiotix acquisition contributed approximately 3%2.5% to our local currency net sales growth in the Americas for both the three and six months ended June 30, 2017.Americas. A discussion of sales by operating segment is included below.
As described in Note 1617 to our consolidated financial statements for the year ended December 31, 2016,2017, 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 9%12% in U.S. dollars and 11%5% in local currenciescurrency for the three months ended June 30, 2017 and increased 10% in U.S. dollars and 12% in local currencies for the six months ended June 30, 2017,March 31, 2018 compared to the corresponding periods in 2016.prior period. The TroemnerBiotix acquisition contributed approximately 1%2% to our net sales of products for the three and six months ended June 30, 2017.March 31, 2018. Service revenue (including spare parts) increased by 2%9% in U.S. dollars and 4%3% in local currencies forcurrency during the three months ended June 30, 2017 and increased 5% in U.S. dollars and 7% in local currencies for the six months ended June 30, 2017,March 31, 2018 compared to the corresponding periodsperiod 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 and services, which represented approximately 49%52% of our total net sales increased 7% in U.S. dollars and 9% in local currencies for the three months ended June 30, 2017, andMarch 31, 2018, increased 9%17% in U.S. dollars and 11%10% in local currencies forduring the sixthree months ended June 30, 2017.March 31, 2018. The local currency increase included strongin net sales of our laboratory-related products includes solid growth in analytical instruments, laboratory balances and pipettes.most product categories. The TroemnerBiotix acquisition also contributed approximately 2% and 3% to our net sales growth of laboratory-related products and services.
Net sales of our industrial-related products and services, which represented approximately 43%40% of our total net sales for the three months ended March 31, 2018, increased 10%5% in U.S. dollars and 12%decreased 1% in local currencies for bothduring the three and six months ended June 30, 2017.March 31, 2018. The local currency increasedecrease in net sales of our industrial-related products includes strong growthis related to a decline in product inspection and core-industrial.transportation and logistics, which both had strong growth in the prior year period, offset in part by growth in core-industrial, which included strong growth in China.
Net sales in our food retailing products and services, 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, andMarch 31, 2018, increased 3%7% in U.S. dollars and 5%was flat in local currencies forduring the sixthree months ended June 30, 2017, with volume growthMarch 31, 2018. Food retailing included strong project activity in Asia/Rest of World and Europe,the Americas, offset in part by reduced net sales in the Americas. We expect food retailing net sales will have a meaningful decline during the second half of 2017 versus the previous yearEurope due to the timing of project activity.difficult prior period comparisons.
Gross profit
Gross profit as a percentage of net sales was 57.4% and 57.1%56.7% for the three months ended June 30, 2017 and 2016, respectively, and 57.5% and 56.4%March 31, 2018 compared to 57.8% for the six months ended June 30, 2017 and 2016, respectively.

corresponding period in 2017.
Gross profit as a percentage of net sales for products was 60.9%60.4% and 61.0%61.7% for the three monthsmonth periods ended June 30, 2017March 31, 2018 and 2016, respectively, and 61.2% and 60.5% for the six months ended June 30, 2017 and 2016, respectively.2017.
Gross profit as a percentage of net sales for services (including spare parts) was 44.3% and 43.8%44.4% for the three months ended June 30, 2017 and 2016, respectively, and 44.5% and 42.7%March 31, 2018 compared to 44.7% for the six months ended June 30, 2017 and 2016, respectively.corresponding period in 2017.
The increasedecrease in gross profit as a percentage of net sales for the three and six months ended June 30, 2017 includes higher sales volume, favorable price realization March 31, 2018 was primarily due to by the impact of foreign currency translation, unfavorable business mix

and productivity gainsinitial costs associated with new manufacturing facilities, offset in part by unfavorable business mix.favorable price realization.
Research and development and selling, general and administrative expenses
Research and development expenses as a percentage of net sales was 5.0%5.3% for both the three months ended June 30,March 31, 2018 and 2017, and 2016, respectively, and was 5.1%and 5.2% for the six months ended June 30, 2017 and 2016.respectively. Research and development expenses increased 7%12% in U.S. dollars and increased 10%5% in local currencies, forduring the three months ended June 30, 2017, and increased 8% in U.S. dollars and increased10% in local currencies for the six months ended June 30, 2017, respectively,March 31, 2018 compared to the corresponding periodsperiod in 20162017 relating to increased investment in new product development.research and development project activity.
Selling, general and administrative expenses as a percentage of net sales were 29.6% and 30.9%30.4% for the three months ended June 30, 2017 and 2016, respectively, and was 30.3% and 31.1% forMarch 31, 2018 compared to 31.2% in the six months ended June 30, 2017 and 2016.corresponding period during 2017. Selling, general and administrative expenses increased 3%8% in U.S. dollars and 5%2% in local currencies, forduring 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, 2017,March 31, 2018 compared to the corresponding periodsperiod in 2016.2017. The local currency increase includes investments in our field sales organization higherand growth initiatives, offset in part by lower cash incentive expense compared with the expense relating to our strong previous year results and increased employee benefit costs.benefits from our cost savings initiatives.
Amortization, interest expense, other charges (income), net and taxes
Amortization expense was $10.2 million and $8.7$11.7 million for the three months ended June 30, 2017March 31, 2018 and 2016, respectively, and $20.3 million and $17.1$10.0 million for the six months ended June 30, 2017 and 2016, respectively.corresponding period in 2017.
Interest expense was $8.2 million and $6.9$8.4 million for the three months ended June 30, 2017March 31, 2018 and 2016, respectively, and $15.9 million and $13.5$7.7 million for the six months ended June 30, 2017 and 2016, respectively.corresponding period in 2017.
Other charges (income), net includes non-service pension costs (benefits), (gains) losses from foreign currency transactions and related hedging activities, interest income and other items. Non-service pension benefits for the three months ended March 31, 2018 and 2017 were $1.6 million and $0.8 million, respectively. Other charges (income), net for the three months ended March 31, 2017 also 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 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 activities, interest income and other items.
The provision for taxes is based upon using our projected annual effective tax rate of 22% before non-recurring discrete items for the three and six monthsmonth periods ended June 30,March 31, 2018 and 2017. The reduction indifference between our estimatedprojected annual effective tax rate from 24% in 2016 toof 22% in 2017, as well as ourand the Company's reported tax rate of 20%21% and 19% during the three and six months ending June 30,March 31, 2018 and 2017, respectively, is primarily related to our adoptionthe timing of ASU 2016-09 pertaining to excess tax benefits associated with stock option exercises. Our

On December 22, 2017, estimated annualthe Tax Cuts and Jobs Act (the "Act") significantly revised U.S. corporate income tax rate of 22%law. The Act includes, an estimated benefit of 2% related toamong other things, a reduction in the adoption of ASU 2016-09, the effects of which will be treated discretely each quarter. Our consolidatedU.S. federal corporate income tax rate from 35% to 21% effective for taxable years beginning after December 31, 2017, and the implementation of a modified territorial tax system that includes a one-time transition tax on deemed repatriated earnings of foreign subsidiaries ("Transition Tax") that is lower than the U.S. statutory rate primarily becausepayable over a period of up to eight years.

benefitsOur accounting for the Act is based upon reasonable estimates, however, our estimates may change upon the finalization of the Act's implementation and additional interpretive guidance from lower-taxed non-U.S. operations. The most significantregulatory authorities. Among other things, we need to complete our analysis of these lower-taxed operationshistorical foreign earnings and related taxes paid and our analysis of foreign cash equivalents. In addition, we need to complete our analysis of deemed repatriation of deferred foreign income and related state tax effects. We will complete our accounting for the above tax effects of the Act during 2018 as provided in SAB 118 and will reflect any adjustments to our provisional amounts as an adjustment to the provision for taxes in the reporting period in which the amounts are in Switzerland and China.finally determined.


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 1617 to our consolidated financial statements for the year ended December 31, 2016.2017.
U.S. Operations (amounts in thousands)
Three months ended June 30, Six months ended June 30,Three months ended March 31,
2017 2016 % 2017 2016 %2018 2017 %
Total net sales$261,923
 $239,070
 10% $499,689
 $446,636
 12%$253,411
 $237,765
 7 %
Net sales to external customers$238,831
 $216,968
 10% $454,184
 $404,903
 12%$229,745
 $215,353
 7 %
Segment profit$45,147
 $41,112
 10% $83,969
 $70,267
 19%$34,245
 $38,822
 (12)%

Total net sales and net sales to external customers both increased 10%7% for the three months ended June 30, 2017March 31, 2018 compared with the corresponding periodsperiod in 2016. Total net sales and net2017. Net sales to external customers both increased 12%in our U.S. Operations benefited approximately 4% from the Biotix acquisition for the sixthree months ended June 30, 2017 compared with the corresponding periods in 2016.March 31, 2018. The increase in total net sales and net sales to external customers for the three and six months ended June 30, 2017 reflectsalso includes solid results in our laboratory products against a difficult prior year comparison. We also experienced strong growth in product inspection and laboratory-related productsretail due to the timing of project activity, offset in part by a declinedecrease in food retailing. Net salesproduct inspection related to external customersparticularly strong growth in our U.S. Operations also benefited approximately 3% and 4% from the Troemner acquisition for the three and six months ended June 30, 2017prior year period.
Segment profit increased $4.0 million and $13.7decreased $4.6 million for the three and six months ended June 30, 2017, respectively,March 31, 2018 compared to the corresponding periodsperiod in 2016,2017 primarily due to increased netinitial costs associated with a new manufacturing facility and continued investments in our field sales and service organization offset in part by benefits from our margin expansion initiatives, offset in part by increased sales and service investments.initiatives.
Swiss Operations (amounts in thousands)
Three months ended June 30, Six months ended June 30,Three months ended March 31,
2017 2016 
%1)
 2017 2016 
%1)
2018 2017 
%1)
Total net sales$163,634
 $157,703
 4% $320,933
 $304,979
 5%$176,048
 $157,300
 12%
Net sales to external customers$32,287
 $30,720
 5% $62,034
 $57,685
 8%$32,466
 $29,747
 9%
Segment profit$37,950
 $34,997
 8% $73,968
 $70,819
 4%$45,975
 $36,018
 28%
1)Represents U.S. dollar growth (decline) for net sales and segment profit.
1) Represents U.S. dollar (decline) growth for net sales and segment profit.

Total net sales increased 4% in U.S. dollars and 5% in local currency for the three months ended June 30, 2017, compared to the corresponding periods in 2016, and increased 5%12% in U.S. dollars and 6% in local currency for the sixthree months ended June 30,March 31, 2018 compared to the corresponding period in 2017. Net sales to external customers increased 5%9% in U.S. dollars and 7%5% in local currency forduring the three months ended June 30, 2017 and increased 8% in U.S. dollars and 9% in local currency for the six months ended June 30, 2017,March 31, 2018 compared to the corresponding periodsperiod in 2016.2017. The increase in local currency net sales to external customers for the three and six month periodsperiod ended June 30, 2017March 31, 2018 includes solid growth in most product categories.
Segment profit increased $3.0 million and $3.1$10.0 million for the three and six month periodsperiod ended June 30, 2017, respectively,March 31, 2018 compared to the corresponding periodsperiod in 2016.2017. Segment profit during the three and six months ended June 30, 2017March 31, 2018 includes the impactbenefit of increased net sales volume, our margin expansion initiatives, lower cash incentive expense and favorable foreign currency translation, offset in part by increasedincreases in research and development activity, and currency hedging gains in the prior year.development.

Western European Operations (amounts in thousands)
Three months ended June 30, Six months ended June 30,Three months ended March 31,
2017 2016 
%1)
 2017 2016 
%1)
2018 2017 
%1)
Total net sales$195,044
 $193,209
 1 % $385,309
 $369,407
 4%$206,384
 $190,265
 8 %
Net sales to external customers$151,161
 $154,264
 (2)% $298,484
 $291,915
 2%$165,372
 $147,323
 12 %
Segment profit$23,172
 $24,303
 (5)% $46,398
 $44,493
 4%$18,282
 $24,718
 (26)%
1)Represents U.S. dollar growth (decline) for net sales and segment profit.
1) Represents U.S. dollar (decline) growth for net sales and segment profit.

Total net sales increased 1%8% in U.S. dollars and 6%decreased 5% in local currencies forduring the three monthsmonth period ended June 30, 2017 and increased 4% in U.S. dollars and 10% in local currencies for the six months ended June 30, 2017,March 31, 2018 compared to the corresponding periodsperiod in 2016.2017. Net sales to external customers decreased 2%increased 12% in U.S. dollars and increaseddecreased 2% in local currencies forduring the three monthsmonth period ended June 30, 2017, and increased 2% in U.S. dollars and 7% in local currencies for the six months ended June 30, 2017,March 31, 2018 compared to the corresponding periodsperiod in 2016. Local2017. The local currency decrease in net sales to external customers for the three months ended June 30, 2017March 31, 2018 includes solid growtha significant decline in food retailing due to very strong project activity in the prior year period. The decline in local currency net sales also includes reduced inter-segment sales volume related to product transfers, as well as strong inter-segment product inspection and food retailing, offsetsales in part by a modest decrease in core-industrial. The six months ended June 30, 2017 reflects strong growth in most product categories, with particularly strong growth in food retailing.the previous year period.

Segment profit decreased $1.1 million and increased $1.9$6.4 million for the three and six month periodsperiod ended June 30, 2017, respectively,March 31, 2018 compared to the corresponding periodsperiod in 2016.2017. The increasedecrease in segment profit for the six months ended June 30, 2017 includes the impact of increaseda decline in local currency net sales volume (including inter-segment transfers), roll-in costs associated with our Blue Ocean program, increases in research and development, and investments in our sales and service organization, offset in part by benefits from our margin expansion initiatives, lower cash incentive expense and favorable foreign currency translation, offset in part by increased sales and service investments. The decrease for the three months ended June 30, 2017 also reflects inter-segment transfers.

translation.
Chinese Operations (amounts in thousands)
Three months ended June 30, Six months ended June 30,Three months ended March 31,
2017 2016 
%1)
 2017 2016 
%1)
2018 2017 
%1)
Total net sales$165,128
 $151,541
 9% $308,842
 $282,414
 9%$174,337
 $143,713
 21%
Net sales to external customers$108,092
 $92,886
 16% $198,873
 $177,833
 12%$113,930
 $90,781
 25%
Segment profit$54,128
 $45,934
 18% $98,787
 $82,560
 20%$59,553
 $44,659
 33%
1)Represents U.S. dollar growth for net sales and segment profit.
1) Represents U.S. dollar (decline) growth for net sales and segment profit.

Total net sales increased 9%21% in U.S. dollars and 14%12% in local currency for the three months ended June 30, 2017 and increased 9% in U.S. dollars and 15% local currency for the six months ended June 30, 2017,March 31, 2018 compared to the corresponding periodsperiod in 2016.2017. Net sales to external customers increased 16% in U.S. dollars and 22% in local currency for the three months ended June 30, 2017 and increased 12%25% in U.S. dollars and 17% in local currency during the sixthree months ended June 30, 2017,March 31, 2018 compared to the corresponding periodsperiod in 2016.2017. The increase in local currency net sales to external customers during the three and six months ended June 30, 2017March 31, 2018 reflects very strong growth in most product categories.categories, especially laboratory products. While Chinese market conditions have recently improved, uncertainty remains, particularlyare currently favorable we will face difficult prior period comparisons during the remainder of 2018 due to our strong performance in 2017. In addition to the tough comparisons the Chinese economy has historically been volatile and market conditions may deteriorate, especially in industrial markets.

Segment profit increased $8.2 million and $16.2$14.9 million for the three and six month periodsperiod ended June 30, 2017, respectively,March 31, 2018 compared to the corresponding periodsperiod in 2016.2017. The increase in segment profit for the three and six monthsmonth period ended June 30, 2017March 31, 2018 includes increased local currency net sales andvolume, benefits from our margin expansion and cost savings initiatives, and inter-segment transfers.

favorable foreign currency translation.

Other (amounts in thousands)
Three months ended June 30, Six months ended June 30,Three months ended March 31,
2017 2016 
%1)
 2017 2016 
%1)
2018 2017 
%1)
Total net sales$125,414
 $115,148
 9% $238,374
 $218,678
 9%$120,948
 $112,960
 7%
Net sales to external customers$123,285
 $113,448
 9% $234,648
 $215,624
 9%$119,308
 $111,363
 7%
Segment profit$15,212
 $13,249
 15% $28,330
 $24,343
 16%$13,881
 $13,108
 6%
1)Represents U.S. dollar growth for net sales and segment profit.
1) Represents U.S. dollar (decline) growth for net sales and segment profit.

Total net sales increased 9% in U.S. dollars and 10% in local currencies for the three months ended June 30, 2017 and increased both 9% in U.S. dollars and in local currencies for the six months ended June 30, 2017 compared to the corresponding periods in 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 particularlyincreased 7% in U.S. dollars and were flat in local currencies during the three month period ended March 31, 2018 compared to the corresponding period in 2017. Local currency growth in laboratory products was offset by declines in food retailing and product inspection related to strong volume growth and increased price realizationproject activity in several countries.the prior year period.

Segment profit increased $2.0 million and $4.0$0.8 million for the three and six months ended June 30, 2017, respectively,March 31, 2018 compared to the corresponding periodsperiod in 2016.The2017. The increase in segment profit is primarily due to increased net sales and benefits from our margin expansion initiatives and favorable foreign currency translation, offset in part by 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 $205.4$76.6 million during the sixthree months ended June 30, 2017,March 31, 2018, compared to $162.4$67.6 million in the corresponding period in 2016.2017. The increase in 2017 is primarily related to higher net income2018 includes a lower working capital outflow of $48.8$7.5 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 $48.5$29.8 million for the sixthree months ended June 30, 2017March 31, 2018 compared to $28.9$21.0 million in the corresponding period in 2016.2017. 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$30 million to $75$40 million over the next two years. We continue
In 2017, we recorded a provisional one-time charge of $72 million for the estimated income tax effect of the Transition Tax associated with the Tax Cuts and Jobs Act of which $59 million is expected to explore potential acquisitions. In connection with any acquisition, we may incur additional indebtedness.
be paid over a period of up to eight 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, 2017,March 31, 2018, 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, 2017:
March 31, 2018:
June 30, 2017March 31, 2018
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
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
$50 million Senior Notes, interest 3.67%, due December 17, 2022$50,000
 $
 $50,000
$50 million Senior Notes, interest 4.10%, due September 19, 202350,000
 
 50,000
$125 million Senior Notes, interest 3.84%, due September 19, 2024125,000
 
 125,000
$125 million Senior Notes, interest 4.24%, due June 25, 2025125,000
 
 125,000
Euro 125 million Senior Notes, interest 1.47%, due June 17, 2030
 155,260
 155,260
Debt issuance costs, net(1,169) (371) (1,540)(1,038) (349) (1,387)
Total Senior Notes348,831
 141,615
 490,446
348,962
 154,911
 503,873
$800 million Credit Agreement, interest at LIBOR plus 87.5 basis points415,416
 41,919
 457,335
400,234
 74,608
 474,842
Other local arrangements
 21,608
 21,608
16
 14,867
 14,883
Total debt764,247
 205,142
 969,389
749,212
 244,386
 993,598
Less: current portion
 (21,608) (21,608)(16) (14,867) (14,883)
Total long-term debt$764,247
 $183,534
 $947,781
$749,196
 $229,519
 $978,715

As of June 30, 2017,March 31, 2018, approximately $336.3$319.7 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.

We continue to explore potential acquisitions. In connection with any acquisition, we may incur additional indebtedness.

In April 2018, two of our non-U.S. pension plans issued a loan of $39.6 million (Swiss franc 38 million) to a wholly owned subsidiary of the Company. The loan has an interest rate of LIBOR plus 87.5 basis points and a maturity date of April 2019 and a one year renewal term and, as such, will be classified as short-term debt on our consolidated balance sheet. The proceeds were used to pay down amounts outstanding on the existing credit facility.

Share Repurchase Program

The companyCompany has a share repurchase program of which there was $733.5$464.7 million of common shareshares remaining to be repurchased under the program as of June 30, 2017.March 31, 2018. 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 purchasesrepurchases will depend on business and market conditions, the stock price, trading restrictions, the level of acquisition activity, and other factors.
We have purchased 26.526.9 million shares since the inception of the program through June 30, 2017.March 31, 2018. During both the sixthree months ended June 30,March 31, 2018 and 2017, and 2016, we spent $249.9$118.8 million and $250.0$125.0 million on the repurchase of 505,593187,880 shares and 732,245275,088 shares at an average price per share of $494.35$632.03 and $341.39,$454.37, respectively. We also reissued 153,41339,362 shares and 131,73776,849 shares held in treasury

for the exercise of stock options and restricted stock units during the sixthree months ended June 30,March 31, 2018 and 2017, and 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 estimate a 1% strengthening of the Swiss franc against the euro would reduce our earnings before tax by approximately $1.5$1.6 million to $1.7$1.8 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 $0.2 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$1.0 million to $0.5$1.3 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.Swiss franc. Based on our outstanding debt at June 30, 2017,March 31, 2018, 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 $22.8$27.2 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 20162017 Annual Report on Form 10-K.

Item 3.Quantitative and Qualitative Disclosures About Market Risk
As of June 30, 2017March 31, 2018, there was no material change in the information provided under Item 7A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.2017.

Item 4.Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer Principaland Chief Financial Officer and the Principal Accounting Officer we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer Principaland Chief Financial Officer, and Principal Accounting Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended June 30, 2017March 31, 2018 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 sixthree months ended June 30, 2017March 31, 2018 there were no material changes from risk factors disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.2017.

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, 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
  (a)(b)(c)(d)
 
Total Number of
Shares Purchased
Average Price Paid
per Share
Total Number of
Shares Purchased as Part of Publicly Announced Program
Approximate Dollar
Value (in thousands of Shares that may yet be Purchased under the Program)
 
 
 January 1 to January 31, 201859,520
$653.43
59,520
$544,529
 February 1 to February 28, 201860,892
$638.78
60,892
$505,631
 March 1 to March 31, 201867,468
$607.06
67,468
$464,672
 Total187,880
$632.03
187,880
$464,672

The Company has a share repurchase program of which there is $733.5was $464.7 million ofcommon shares remaining to repurchase common sharesbe repurchased under the program as of June 30, 2017.March 31, 2018. We have purchased 26.526.9 million shares since the inception of the program through June 30, 2017.March 31, 2018.
During both the sixthree months ended June 30,March 31, 2018 and 2017, and 2016, we spent $249.9$118.8 million and $250.0$125.0 million on the repurchase of 505,593187,880 and 732,245275,088 shares at an average price per share of $494.35$632.03 and $341.39,$454.37, respectively. We also reissued 153,41339,362 shares and 131,73776,849 shares held in treasury for the exercise of stock options and restricted stock units duringfor the sixthree months ended June 30,March 31, 2018 and 2017, and 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 28, 2017May 4, 2018 By:  /s/ Shawn P. Vadala 
       
    Shawn P. Vadala 
    Chief Financial Officer Principal Accounting Officer 


EXHIBIT INDEX

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

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