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

Form 10-Q

(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31,JUNE 30, 2020, OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO ________________
Commission File Number: 1-13595
Mettler Toledo International Inc

(Exact name of registrant as specified in its charter)
Delaware 13-3668641
(State or other jurisdiction of (I.R.S Employer Identification No.)
incorporation or organization)  
1900 Polaris Parkway
Columbus, OH 43240
and
Im Langacher, P.O. Box MT-100
CH 8606 Greifensee, Swizterland
1-614-438-4511 and +41-44-944-22-11

(Registrant's telephone number, including area code)

not applicable

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

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.01 par valueMTDNew York Stock Exchange

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

Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No     
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer. Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company

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

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

The Registrant had 23,907,52823,971,265 shares of Common Stock outstanding at March 31, 2020.

June 30, 2020.
 




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 March 31,June 30, 2020 and 2019
(In thousands, except share data)
(unaudited)

March 31,
2020
 March 31,
2019
June 30,
2020
 June 30,
2019
Net sales      
Products$489,334
 $524,347
$537,113
 $565,927
Service159,828
 155,105
153,560
 165,439
Total net sales649,162
 679,452
690,673
 731,366
Cost of sales      
Products191,623
 210,216
217,008
 226,816
Service83,130
 80,917
75,695
 85,012
Gross profit374,409
 388,319
397,970
 419,538
Research and development34,387
 36,053
31,193
 36,582
Selling, general and administrative198,744
 204,425
190,134
 205,215
Amortization13,998
 12,222
13,889
 12,326
Interest expense10,219
 9,094
9,582
 8,882
Restructuring charges1,905
 1,523
860
 2,891
Other charges (income), net(3,343) (674)(2,943) (1,574)
Earnings before taxes118,499
 125,676
155,255
 155,216
Provision for taxes20,384
 13,871
28,693
 28,056
Net earnings$98,115
 $111,805
$126,562
 $127,160
   

  
Basic earnings per common share:      
Net earnings$4.08
 $4.50
$5.29
 $5.15
Weighted average number of common shares24,027,833
 24,851,340
23,940,278
 24,698,032
      
Diluted earnings per common share:      
Net earnings$4.03
��$4.42
$5.22
 $5.06
Weighted average number of common and common equivalent shares24,353,477
 25,310,525
24,228,989
 25,118,352
      
Total comprehensive income, net of tax (Note 9)$74,087
 $124,465
Comprehensive income, net of tax (Note 9)$128,658
 $115,481


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, 2020 and 2019
(In thousands, except share data)
(unaudited)

 June 30,
2020
 June 30,
2019
Net sales   
Products$1,026,447
 $1,090,274
Service313,388
 320,544
Total net sales1,339,835
 1,410,818
Cost of sales   
Products408,631
 437,032
Service158,825
 165,929
Gross profit772,379
 807,857
Research and development65,580
 72,635
Selling, general and administrative388,878
 409,640
Amortization27,887
 24,548
Interest expense19,801
 17,976
Restructuring charges2,765
 4,414
Other charges (income), net(6,286) (2,248)
Earnings before taxes273,754
 280,892
Provision for taxes49,077
 41,927
Net earnings$224,677
 $238,965
    
Basic earnings per common share:   
Net earnings$9.37
 $9.65
Weighted average number of common shares23,984,055
 24,774,262
    
Diluted earnings per common share:   
Net earnings$9.25
 $9.48
Weighted average number of common and common equivalent shares24,291,321
 25,217,359
    
Comprehensive income, net of tax (Note 9)$202,745
 $239,946


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

METTLER-TOLEDO INTERNATIONAL INC.
INTERIM CONSOLIDATED BALANCE SHEETS
As of March 31,June 30, 2020 and December 31, 2019
(In thousands, except share data)
(unaudited)

 March 31,
2020
 December 31,
2019
ASSETS
Current assets:   
Cash and cash equivalents$323,585
 $207,785
Trade accounts receivable, less allowances of $16,497 at March 31, 2020   
and $17,009 at December 31, 2019518,556
 566,256
Inventories292,110
 274,285
Other current assets and prepaid expenses66,614
 61,321
Total current assets1,200,865
 1,109,647
Property, plant and equipment, net742,651
 748,657
Goodwill536,895
 535,979
Other intangible assets, net205,695
 206,242
Deferred tax assets, net35,538
 36,978
Other non-current assets164,136
 151,818
Total assets$2,885,780
 $2,789,321
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:   
Trade accounts payable$168,515
 $185,592
Accrued and other liabilities158,089
 166,118
Accrued compensation and related items97,520
 155,402
Deferred revenue and customer prepayments144,836
 122,489
Taxes payable54,480
 69,043
Short-term borrowings and current maturities of long-term debt56,398
 55,868
Total current liabilities679,838
 754,512
Long-term debt1,513,020
 1,235,350
Deferred tax liabilities, net44,901
 45,267
Other non-current liabilities341,624
 333,412
Total liabilities2,579,383
 2,368,541
Commitments and contingencies (Note 15)


 

Shareholders’ equity:   
Preferred stock, $0.01 par value per share; authorized 10,000,000 shares
 
Common stock, $0.01 par value per share; authorized 125,000,000 shares; issued 44,786,011 and 44,786,011 shares; outstanding 23,907,528 and 24,125,317 shares at March 31, 2020 and December 31, 2019, respectively448
 448
Additional paid-in capital788,266
 783,871
Treasury stock at cost (20,878,483 shares at March 31, 2020 and 20,660,694 shares at December 31, 2019(4,729,799) (4,539,154)
Retained earnings4,595,183
 4,499,288
Accumulated other comprehensive loss(347,701) (323,673)
Total shareholders’ equity306,397
 420,780
Total liabilities and shareholders’ equity$2,885,780
 $2,789,321

 June 30,
2020
 December 31,
2019
ASSETS
Current assets:   
Cash and cash equivalents$127,277
 $207,785
Trade accounts receivable, less allowances of $17,537 at June 30, 2020   
and $17,009 at December 31, 2019490,429
 566,256
Inventories299,746
 274,285
Other current assets and prepaid expenses72,356
 61,321
Total current assets989,808
 1,109,647
Property, plant and equipment, net743,393
 748,657
Goodwill537,624
 535,979
Other intangible assets, net202,131
 206,242
Deferred tax assets, net35,777
 36,978
Other non-current assets170,914
 151,818
Total assets$2,679,647
 $2,789,321
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:   
Trade accounts payable$155,901
 $185,592
Accrued and other liabilities162,355
 166,118
Accrued compensation and related items109,480
 155,402
Deferred revenue and customer prepayments150,742
 122,489
Taxes payable70,766
 69,043
Short-term borrowings and current maturities of long-term debt53,585
 55,868
Total current liabilities702,829
 754,512
Long-term debt1,146,590
 1,235,350
Deferred tax liabilities, net44,926
 45,267
Other non-current liabilities335,209
 333,412
Total liabilities2,229,554
 2,368,541
Commitments and contingencies (Note 15)


 

Shareholders’ equity:   
Preferred stock, $0.01 par value per share; authorized 10,000,000 shares
 
Common stock, $0.01 par value per share; authorized 125,000,000 shares;   
issued 44,786,011 and 44,786,011 shares; outstanding 23,971,265 and   
24,125,317 shares at June 30, 2020 and December 31, 2019, respectively448
 448
Additional paid-in capital792,689
 783,871
Treasury stock at cost (20,814,746 shares at June 30, 2020, and 20,660,694 shares at December 31, 2019)(4,717,962) (4,539,154)
Retained earnings4,720,523
 4,499,288
Accumulated other comprehensive loss(345,605) (323,673)
Total shareholders’ equity450,093
 420,780
Total liabilities and shareholders’ equity$2,679,647
 $2,789,321
The accompanying notes are an integral part of these interim consolidated financial statements.

METTLER-TOLEDO INTERNATIONAL INC.
INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
ThreeSix months ended March 31,June 30, 2020 and 2019
(In thousands, except share data)
(unaudited)

     Additional Paid-in Capital     Accumulated Other Comprehensive Income (Loss)  
 Common Stock  Treasury Stock Retained Earnings   
 Shares Amount     Total
Balance at December 31, 201824,921,963
 $448
 $764,717
 $(3,814,604) $3,941,916
 $(302,414) $590,063
Exercise of stock options and restricted stock units171,752
 
 751
 28,257
 (18) 
 28,990
Repurchases of common stock(290,429) 
 
 (186,250) 
 
 (186,250)
Share-based compensation
 
 4,482
 
 
 
 4,482
Net earnings
 
 
 
 111,805
 
 111,805
Other comprehensive income (loss), net of tax
 
 
 
 
 12,660
 12,660
Balance at March 31, 201924,803,286
 $448
 $769,950
 $(3,972,597) $4,053,703
 $(289,754) $561,750
              
Balance at December 31, 201924,125,317
 $448
 $783,871
 $(4,539,154) $4,499,288
 $(323,673) $420,780
Exercise of stock options, restricted stock units and performance stock units50,372
 
 
 9,355
 (2,220) 
 7,135
Repurchases of common stock(268,161) 
 
 (200,000) 
 
 (200,000)
Share-based compensation
 
 4,395
 
 
 
 4,395
Net earnings
 
 
 
 98,115
 
 98,115
Other comprehensive income (loss), net of tax
 
 
 
 
 (24,028) (24,028)
Balance at March 31, 202023,907,528
 $448
 $788,266
 $(4,729,799) $4,595,183
 $(347,701) $306,397

     Additional Paid-in Capital     Accumulated Other Comprehensive Income (Loss)  
 Common Stock  Treasury Stock Retained Earnings   
 Shares Amount     Total
Balance at December 31, 201824,921,963
 $448
 $764,717
 $(3,814,604) $3,941,916
 $(302,414) $590,063
Exercise of stock options and restricted stock units171,752
 
 751
 28,257
 (18) 
 28,990
Repurchases of common stock(290,429) 
 
 (186,250) 
 
 (186,250)
Share-based compensation
 
 4,482
 
 
 
 4,482
Net earnings
 
 
 
 111,805
 
 111,805
Other comprehensive income (loss), net of tax
 
 
 
 
 12,660
 12,660
Balance at March 31, 201924,803,286
 $448
 $769,950
 $(3,972,597) $4,053,703
 $(289,754) $561,750
Exercise of stock options and restricted stock units54,843
 
 
 9,307
 (540) 
 8,767
Repurchases of common stock(248,897) 
 
 (186,250) 
 
 (186,250)
Share-based compensation
 
 4,338
 
 
 
 4,338
Net earnings
 
 
 
 127,160
 
 127,160
Other comprehensive income (loss), net of tax
 
 
 
 
 (11,679) (11,679)
Balance at June 30, 201924,609,232
 $448
 $774,288
 $(4,149,540) $4,180,323
 $(301,433) $504,086
              
Balance at December 31, 201924,125,317
 $448
 $783,871
 $(4,539,154) $4,499,288
 $(323,673) $420,780
Exercise of stock options and restricted stock units50,372
 
 
 9,355
 (2,220) 
 7,135
Repurchases of common stock(268,161) 
 
 (200,000) 
 
 (200,000)
Share-based compensation
 
 4,395
 
 
 
 4,395
Net earnings
 
 
 
 98,115
 
 98,115
Other comprehensive income (loss), net of tax
 
 
 
 
 (24,028) (24,028)
Balance at March 31, 202023,907,528
 $448
 $788,266
 $(4,729,799) $4,595,183
 $(347,701) $306,397
Exercise of stock options and restricted stock units63,737
 
 
 11,837
 (1,222) 
 10,615
Share-based compensation
 
 4,423
 
 
 
 4,423
Net earnings
 
 
 
 126,562
 
 126,562
Other comprehensive income (loss), net of tax
 
 
 
 
 2,096
 2,096
Balance at June 30, 202023,971,265
 $448
 $792,689
 $(4,717,962) $4,720,523
 $(345,605) $450,093

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

METTLER-TOLEDO INTERNATIONAL INC.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
ThreeSix months ended March 31,June 30, 2020 and 2019
(In thousands)
(unaudited)

March 31,
2020
 March 31,
2019
June 30,
2020
 June 30,
2019
Cash flows from operating activities:      
Net earnings$98,115
 $111,805
$224,677
 $238,965
Adjustments to reconcile net earnings to net cash provided by operating activities:      
Depreciation10,133
 9,767
20,327
 19,390
Amortization13,998
 12,222
27,887
 24,548
Deferred tax benefit(3,718) (14,939)(4,570) (14,881)
Share-based compensation4,395
 4,482
8,818
 8,820
Increase in cash resulting from changes in:   
Increase (decrease) in cash resulting from changes in:   
Trade accounts receivable, net39,906
 45,410
71,081
 36,674
Inventories(20,674) (13,092)(26,081) (16,848)
Other current assets(4,211) (6,678)(10,050) (9,748)
Trade accounts payable(15,050) (24,326)(28,136) (36,216)
Taxes payable(15,096) 3,150
762
 (487)
Accruals and other(42,283) (29,006)(35,963) (24,352)
Net cash provided by operating activities65,515
 98,795
248,752
 225,865
Cash flows from investing activities:      
Proceeds from sale of property, plant and equipment2,025
 1,216
Purchase of property, plant and equipment(18,835) (22,332)(37,089) (44,699)
Acquisitions(5,610) 
(6,242) (504)
Net hedging settlements on intercompany loans(10,008) 4,802
(9,281) (1,226)
Net cash used in investing activities(34,453) (17,530)(50,587) (45,213)
Cash flows from financing activities:      
Proceeds from borrowings832,268
 302,707
1,076,098
 638,830
Repayments of borrowings(551,319) (271,646)(1,168,125) (532,729)
Proceeds from stock option exercises7,135
 28,990
17,750
 37,757
Repurchases of common stock(200,000) (186,250)(200,000) (372,500)
Acquisition contingent consideration payment
 (10,000)
 (10,000)
Other financing activities(800) 
(800) 1,753
Net cash provided by (used in) financing activities87,284
 (136,199)
   
Net cash used in financing activities(275,077) (236,889)
Effect of exchange rate changes on cash and cash equivalents(2,546) 3,304
(3,596) 2,566
   
Net increase (decrease) in cash and cash equivalents115,800
 (51,630)
   
Net decrease in cash and cash equivalents(80,508) (53,671)
Cash and cash equivalents:      
Beginning of period207,785
 178,110
207,785
 178,110
End of period$323,585
 $126,480
$127,277
 $124,439


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 March 31, 2020 – Unaudited (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, 2019.2019.
The accompanying interim consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results of the interim periods presented. Operating results for the three and six months ended March 31,June 30, 2020 are not necessarily indicative of the results to be expected for the full year ending December 31, 2020.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. These financial statements were prepared using information reasonably available as of March 31, 2020 and through the date of this Report. Actual results may differ from those estimates due to the uncertainty around the magnitude and duration of the COVID-19 pandemic, as well as other factors. 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, 2019.
All intercompany transactions and balances have been eliminated.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Trade Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for expected credit losses represents the Company'sCompany’s best estimate based on historical information, current information, and reasonable and supportable forecasts of future events and circumstances.

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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At March 31, 2020 – Unaudited (Continued) (Unaudited)
(In thousands, except share data, unless otherwise stated)


Inventories
Inventories are valued at the lower of cost or net realizable value. Cost, which includes direct materials, labor and overhead, is generally determined using the first in, first out (FIFO) method. The estimated net realizable value is based on assumptions for future demand and related pricing. Adjustments to the cost basis of the Company’s inventory are made for excess and obsolete items based on usage, orders and technological obsolescence. If actual market conditions are less favorable than those projected by management, reductions in the value of inventory may be required.
Inventories consisted of the following:
March 31,
2020
 December 31,
2019
June 30,
2020
 December 31,
2019
Raw materials and parts$133,634
 $129,294
$143,603
 $129,294
Work-in-progress49,583
 43,202
49,867
 43,202
Finished goods108,893
 101,789
106,276
 101,789
$292,110
 $274,285
$299,746
 $274,285

Goodwill and Other Intangible Assets
Goodwill, representing the excess of purchase price over the net asset value of companies acquired, and indefinite-lived intangible assets are not amortized, but are reviewed for impairment annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that an asset might be impaired. The annual evaluation for goodwill and indefinite-lived intangible assets are generally based on an assessment of qualitative and quantitative factors to determine whether it is more likely than not that the fair value of the asset is less than its carrying amount.
Other intangible assets include indefinite-lived assets and assets subject to amortization. Where applicable, amortization is charged on a straight-line basis over the expected period to be benefited.of benefit. The straight-line method of amortization reflects an appropriate allocation of the cost of the intangible assets to earnings in proportion to the amount of economic benefits obtained by the Company in each reporting period. The Company assesses the initial acquisition of intangible assets in accordance with the provisions of ASC 805 “Business Combinations”"Business Combinations" and the continued accounting for previously recognized intangible assets and goodwill in accordance with the provisions of ASC 350 “Intangibles –"Intangible - Goodwill and Other”Other" and ASC 360 “Property,"Property, Plant and Equipment.”Equipment".
Other intangible assets consisted of the following:following:
March 31, 2020 December 31, 2019June 30, 2020 December 31, 2019
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$199,969
 $(60,750) $139,219
 $197,764
 $(58,851) $138,913
$200,104
 $(63,108) $136,996
 $197,764
 $(58,851) $138,913
Proven technology and patents75,791
 (47,789) 28,002
 75,170
 (46,532) 28,638
75,857
 (48,797) 27,060
 75,170
 (46,532) 28,638
Tradename (finite life)4,586
 (3,154) 1,432
 4,594
 (3,124) 1,470
Tradename (indefinite life)35,465
 
 35,465
 35,474
 
 35,474
Tradenames (finite life)4,556
 (3,149) 1,407
 4,594
 (3,124) 1,470
Tradenames (indefinite life)35,474
 
 35,474
 35,474
 
 35,474
Other5,703
 (4,126) 1,577
 5,462
 (3,715) 1,747
5,705
 (4,511) 1,194
 5,462
 (3,715) 1,747
$321,514
 $(115,819) $205,695
 $318,464
 $(112,222) $206,242
$321,696
 $(119,565) $202,131
 $318,464
 $(112,222) $206,242


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

The Company recognized amortization expense associated with the above intangible assets of $3.9 million and $3.7 million for the three months ended March 31,June 30, 2020 and 2019, respectively and $7.9 million and $7.4 million for the six months ended June 30, 2020 and 2019, respectively. The annual aggregate amortization expense based on the current balance of other intangible assets is estimated at

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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At March 31, 2020 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)


$15.7 $15.8 million for 2020, $14.6 million for 2021, $13.1$13.2 million for 2022, $13.9 million for 2023, $12.6$12.7 million for 2024 and $11.7$11.6 million for 2025. Purchased intangible amortization was $3.7 million, $2.8 million after tax, and $3.5 million, $2.6 million after tax, for the three months ended March 31,June 30, 2020 and 2019, respectively and $7.5 million, $5.6 million after tax, and $6.9 million, $5.2 million after tax, for the six months ended June 30, 2020 and 2019, respectively.
In addition to the above amortization, the Company recorded amortization expense associated with capitalized software of $10.0$9.9 million and $8.5 million for the three months ended March 31,June 30, 2020 and 2019, respectively and $19.9 million and $17.0 million for the six months ended June 30, 2020 and 2019, respectively.
Revenue Recognition
Product revenue is recognized from contracts with customers when a customer has obtained control of a product. The Company considers control to have transferred based upon shipping terms. To the extent the Company’s arrangements have a separate performance obligation, revenue related to any post-shipment performance obligation is deferred until completed. Shipping and handling costs charged to customers are included in total net sales and the associated expense is a component of cost of sales. Certain products are also sold through indirect distribution channels whereby the distributor assumes any further obligations to the end customer. Revenue is recognized on these distributor arrangements upon transfer of control to the distributor. Contracts do not contain variable pricing arrangements that are retrospective, except for rebate programs. Rebates are estimated based on expected sales volumes and offset against revenue at the time such revenue is recognized. The Company generally maintains the right to accept or reject a product return in its terms and conditions and also maintains appropriate accruals for outstanding credits. The related provisions for estimated returns and rebates are immaterial to the consolidated financial statements.
Certain of the Company’s product arrangements include separate performance obligations, primarily related to installation. Such performance obligations are accounted for separately when the deliverables have stand-alone value and the satisfaction of the undelivered performance obligations is probable and within the Company's control. The allocation of revenue between the performance obligations is based on the observable stand-alone selling prices at the time of the sale in accordance with a number of factors including service technician billing rates, time to install, and geographic location.
Software is generally not considered a distinct performance obligation with the exception of a few small software applications. The Company generally does not sell software products without the related hardware instrument as the software is embedded in the product. The Company’s products typically require no significant production, modification, or customization of the hardware or software that is essential to the functionality of the products.
Service revenue not under contract is recognized upon the completion of the service performed. Revenue from spare parts sold on a stand-alone basis is recognized when control is transferred to the customer, which is generally at the time of shipment or delivery. Revenue from service contracts is recognized ratably over the contract period using a time-based method. These contracts represent an obligation to perform repair and other services including regulatory compliance qualification, calibration, certification, and preventative maintenance on a customer’s pre-defined equipment over the contract period.


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

Leases
The Company considers an arrangement a lease if the arrangement transfers the right to control the use of an identified asset in exchange for consideration. The Company has operating leases, but does not have financing leases.
Operating lease right-of-use assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make payments arising from the lease agreement. These

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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At March 31, 2020 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)


assets and liabilities are recognized at the commencement of the lease based upon the present value of the lease payments over the lease term. Lease payments include both lease and non-lease components for items or activities that transfer a good and service. Vehicle lease and non-lease components are separately accounted for based on standalone value. Real estate lease and non-lease components are accounted for as a single component. Operating lease right-of-use assets include initial direct costs, advanced lease payments and lease incentives.
The lease term reflects the noncancellable period of the lease together with periods covered by an option to extend or terminate the lease when management is reasonably certain that it will exercise such option. The Company generally uses its incremental borrowing rate at the lease commencement date in determining the present value of lease payments as the information necessary to determine the rate implicit in the lease is not readily available. The incremental borrowing rate reflects similar terms by geographic location to the underlying leases. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Lease expense for operating leases is recognized on a straight-line basis over the lease term. Variable lease payments consist of non-lease services related to the lease. Variable lease payments are excluded from the right-of-use asset and lease liabilities and are expensed as incurred. Short-term leases are less than one year without purchase or renewal options that are reasonably certain to be exercised and are recognized on a straight-line basis over the lease term. The right-of-use asset is tested for impairment in accordance with ASC 360.
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 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 $4.4 million and $4.5$8.8 million of share-based compensation expense for the three and six months ended March 31,June 30, 2020, respectively, compared to $4.3 million and 2019, respectively.$8.8 million for the corresponding periods in 2019.

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

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

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

In circumstances where an acquisition involves a contingent consideration arrangement, the Company recognizes a liability equal to the fair value of the expected contingent payments as of the

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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At March 31, 2020 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)


acquisition date. Subsequent changes in the fair value of the contingent consideration are recorded to other charges (income), net.

Recent Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13: Financial Instruments - Credit Losses. The ASU requires the allowance for doubtful accounts to be estimated based on an incurred loss model, which considers historical and forecasted conditions. The guidance became effective for the Company January 1, 2020 on a prospective basis and did not have an impact on the consolidated financial statements.

In August 2018, the FASB issued ASU 2018-14: Compensation - Retirement Benefit which amends the current disclosure requirements for defined benefit pension plans and other post-retirement plans. The change in the disclosures will be applied retrospectively and becomebecomes effective December 15, 2020 with early adoption permitted. The Company is currently evaluating the impact of this guidance on the benefit plan disclosures.

In August 2018, the FASB issued ASU 2018-15: Internal-Use Software which clarifies the accounting for implementation costs associated with cloud-computing internal-use software arrangements. The implementation costs should be capitalized and expensed over the service term, including options to extend, and recognized in selling, general, and administrative in the statement of operations. The guidance became effective January 1, 2020 and is applied on a prospective basis. The adoption of this guidance did not have a material impact on the consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12: Income Taxes which removes certain exceptions to the general principles of ASC 740 related to intraperiod tax allocation exceptions, deferred tax liabilities related to outside basis differences, and year-to-date losses in interim periods. In addition, the ASU amends the interim guidance to clarify that all tax effects, both deferred and current, related to enactments of tax laws or rate changes should be accounted for in the interim period that includes the enactment date. The change is applied prospectively and becomes effective December 15, 2020 with early adoption permitted. The Company is currently evaluating the impact of this guidance on the consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04: Reference Rate Reform which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by discontinuance of LIBOR or another referenced rate. The guidance maybemay be applied to any applicable contract entered into before December 31, 2022. The Company is currently evaluating the impact of this guidance on the consolidated financial statements.


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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At March 31, 2020 – Unaudited (Continued) (Unaudited)
(In thousands, except share data, unless otherwise stated)


3.REVENUE
The Company disaggregates revenue from contracts with customers by product, service, timing of revenue recognition and geography. A summary of revenue by the Company’s reportable segments for the three and six months ended June 30, 2020 and 2019 follows:
For the three months ended June 30, 2020U.S. Operations Swiss Operations Western European Operations Chinese Operations Other Operations Total
Product Revenue$188,363
 $22,012
 $104,458
 $128,151
 $94,129
 $537,113
Service Revenue:           
Point in time46,342
 4,726
 27,945
 9,784
 23,490
 112,287
Over time14,635
 2,210
 16,648
 2,972
 4,808
 41,273
Total$249,340
 $28,948
 $149,051
 $140,907
 $122,427
 $690,673
For the three months ended June 30, 2019U.S. Operations Swiss Operations Western European Operations Chinese Operations Other Operations Total
Product Revenue$202,608
 $24,362
 $115,195
 $124,042
 $99,720
 $565,927
Service Revenue:           
Point in time53,054
 5,035
 32,553
 9,548
 27,800
 127,990
Over time12,227
 1,961
 15,933
 2,869
 4,459
 37,449
Total$267,889
 $31,358
 $163,681
 $136,459
 $131,979
 $731,366

For the three month ended
March 31, 2020
U.S. Operations Swiss Operations Western European Operations Chinese Operations Other Operations Total
For the six months ended June 30, 2020U.S. Operations Swiss Operations Western European Operations Chinese Operations Other Operations Total
Product Revenue$177,436
 $24,276
 $105,877
 $90,321
 $91,424
 $489,334
$365,799
 $46,288
 $210,335
 $218,472
 $185,553
 $1,026,447
Service Revenue:                      
Point in time50,234
 5,557
 31,391
 7,106
 25,676
 119,964
96,577
 10,282
 59,336
 16,890
 49,166
 232,251
Over time13,739
 2,064
 16,057
 3,172
 4,832
 39,864
28,374
 4,274
 32,705
 6,144
 9,640
 81,137
Total$241,409
 $31,897
 $153,325
 $100,599
 $121,932
 $649,162
$490,750
 $60,844
 $302,376
 $241,506
 $244,359
 $1,339,835
For the three month ended
March 31, 2019
U.S. Operations Swiss Operations Western European Operations Chinese Operations Other Operations Total
For the six months ended June 30, 2019U.S. Operations Swiss Operations Western European Operations Chinese Operations Other Operations Total
Product Revenue$174,256
 $26,665
 $116,555
 $111,416
 $95,455
 $524,347
$376,864
 $51,027
 $231,751
 $235,457
 $195,175
 $1,090,274
Service Revenue:                      
Point in time49,651
 4,951
 33,939
 7,704
 24,018
 120,263
102,707
 9,985
 65,328
 17,252
 52,660
 247,932
Over time10,743
 1,961
 15,412
 2,603
 4,123
 34,842
22,969
 3,923
 32,508
 5,472
 7,740
 72,612
Total$234,650
 $33,577
 $165,906
 $121,723
 $123,596
 $679,452
$502,540
 $64,935
 $329,587
 $258,181
 $255,575
 $1,410,818

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

A breakdownsummary of net sales to external customersrevenue by major geographic customer destination for the three and six months ended March 31June 30 follows:
 2020 2019
Americas$264,824
 $258,631
Europe194,828
 209,555
Asia / Rest of World189,510
 211,266
Total$649,162
 $679,452

 Three Months Ended Six Months Ended
 2020 2019 2020 2019
Americas$270,291
 $292,345
 $535,124
 $550,978
Europe194,165
 207,309
 388,992
 416,864
Asia / Rest of World226,217
 231,712
 415,719
 442,976
Total$690,673
 $731,366
 $1,339,835
 $1,410,818
The Company's global revenue mix by product category is comprised of laboratory (55%(54% of sales), industrial (39%(40% of sales) and retail (6% 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 breakdownsummary of the Company’s salesrevenue by product category for the three and six months ended March 31June 30 is as follows:
Three Months Ended Six Months Ended
2020 20192020 2019 2020 2019
Laboratory$357,091
 $359,732
$359,471
 $379,659
 $716,562
 $739,392
Industrial252,355
 271,320
288,824
 303,059
 541,179
 574,379
Retail39,716
 48,400
42,378
 48,648
 82,094
 97,047
Total$649,162
 $679,452
$690,673
 $731,366
 $1,339,835
 $1,410,818


The payment terms in the Company’s contracts with customers do not exceed one year and therefore contracts do not contain a significant financing component. In most cases, after appropriate credit evaluations, payments are due in arrears and are recognized as receivables. Unbilled revenue is recorded when performance obligations have been satisfied, but not yet billed to the customer. Unbilled

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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At March 31, 2020 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)


revenue as of March 31,June 30, 2020 and December 31, 2019 was $22.3$24.8 million and $17.4 million respectively, and is included within accounts receivable. Deferred revenue and customer prepayments are recorded when cash payments are received or due in advance of the performance obligation being satisfied. Deferred revenue primarily includes prepaid service contracts, as well as deferred installation.

Changes in the components of deferred revenue and customer prepayments during the six month periods ended March 31,ending June 30, 2020 and 2019 are as follows:2019:
2020 2019 2020 2019
Beginning balances as of January 1$122,489
 $105,381
 $122,489
 $105,381
Customer pre-payments/deferred revenue145,168
 167,599
 278,015
 306,667
Revenue recognized(120,291) (144,303) (251,462) (283,508)
Foreign currency translation(2,530) 285
 1,700
 164
Ending balance as of March 31$144,836
 $128,962
Ending balance as of June 30 $150,742
 $128,704


The Company generally expenses sales commissions when incurred because the contractamortization 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-paymentsprepayments and deferred revenue above as most contracts have an expected length of one year or less and amounts greater than one year are immaterial.

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

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. For additional disclosures on derivative instruments regarding balance sheet location, fair value, and the amounts reclassified into other comprehensive income and the effective portionsportion of the cash flow hedges, also see NotesNote 5 and Note 9 to the interim consolidated financial statements. As also mentioned in Note 7, the Company has designated its euro-denominated debt as a hedge of a portion of its net investment in euro-denominated foreign subsidiary.
Cash Flow Hedges
In June 2019, the Company entered into a cross currency swap arrangement designated as a cash flow hedge. The agreement converts $50 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 payments, excluding the credit spread to a fixed Swiss franc income of 0.82%. The swap began in June 2019 and matures in June 2023.
In June 2019, the Company entered into a cross currency swap arrangement designated as a cash flow hedge. The agreement converts $50 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 payments, excluding the credit spread to a fixed Swiss franc income of 0.95%. The swap began in June 2019 and matures in June 2021.

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Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At March 31, 2020 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)


In February 2019, the Company entered into a cross currency swap arrangement designated as a cash flow hedge. The agreement converts $50 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 payments, excluding the credit spread to a fixed Swiss franc income of 0.78%. The swap began in February 2019 and matures in June 2021.
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 inof borrowings under the Company's credit agreement to a fixed obligation of 2.25%. The swap began beginning in February 2017 and matures in February 2022.
In 2013, 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 $50 million inof borrowings under the Company’s credit agreementfacility to a fixed obligation of 2.52% beginning in October 2015 and matures in October 2020.
The Company's cash flow hedges are recorded gross at fair value in the consolidated balance sheet at March 31,June 30, 2020 and December 31, 2019, respectively. A derivative loss of $0.1$0.5 million based upon interest rates and foreign currency rates at March 31,June 30, 2020, is expected to be reclassified from other comprehensive income (loss) to earnings in the next twelve months. The cash flow hedges remain effective through March 31,as of June 30, 2020.
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

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

European currencies, and the Chinese Renminbi with its foreign businesses. In accordance with U.S. GAAP, these contracts are considered “derivatives not designated as hedging instruments.” Gains or losses on these instruments are reported in current earnings. The foreign currency forward contracts are recorded at fair value in the consolidated balance sheet at March 31,June 30, 2020 and December 31, 2019, asrespectively, and disclosed in Note 5. The Company recognized in other charges (income) related to these instruments, a net gain of $0.3 million and a net loss of $7.3 million and net gain of $4.7$9.2 million during the three months ended March 31,June 30, 2020 and 2019, respectively, whichand a net loss of $7.0 million and $4.5 million during the six months ended June 30, 2020 and 2019, respectively. The gains and losses are primarily offset by the underlying transaction gains and losses on the related transaction gains (losses) associated with these contracts.intercompany balances. At March 31,June 30, 2020 and December 31, 2019, these contracts had a notional value of $662.1$478.2 million and $494.6 million, respectively.    
5.FAIR VALUE MEASUREMENTS
5.    FAIR VALUE MEASUREMENTS
At March 31,June 30, 2020 and December 31, 2019, the Company had derivative assets totaling $2.7$1.4 million and $1.6 million respectively, and derivative liabilities totaling $14.6$14.8 million and $9.0 million, respectively. The Company has limited involvement with derivative financial instruments and therefore does not need to present all the required disclosures in tabular format. The fair values of the interest rate swap agreements, the cross currencycross-currency swap agreements and the 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 March 31,June 30, 2020 and December 31, 2019.
Under U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement consists of observable and unobservable inputs that reflect the assumptions that a market participant would use in pricing an asset or liability.

A fair value hierarchy has been established that categorizes these inputs into three levels:
Level 1:Quoted prices in active markets for identical assets and liabilities
Level 2:Observable inputs other than quoted prices in active markets for identical assets and liabilities
Level 3:Unobservable inputs

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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At March 31, 2020 – Unaudited (Continued) (Unaudited)
(In thousands, except share data, unless otherwise stated)


A fair value hierarchy has been established that categorizes these inputs into three levels:
Level 1: Quoted prices in active markets for identical assets and liabilities
Level 2: Observable inputs other than quoted prices in active markets for identical assets and liabilities
Level 3: Unobservable inputs
The following table presents the Company’sCompany's assets and liabilities, which are all categorized as Level 2, andthat are measured at fair value on a recurring basis at March 31, 2020 and December 31, 2019. The Company does not have any assets or liabilities which are categorized as Level 1 or Level 3.
basis.
 March 31, 2020 December 31, 2019 Balance Sheet Location June 30, 2020 December 31, 2019 Balance Sheet Classification
Foreign currency forward contracts not designated as hedging instruments $2,699
 $1,568
 Other current assets and prepaid expenses $1,426
 $1,568
 Other current assets and prepaid expenses
Total derivative assets $2,699
 $1,568
  $1,426
 $1,568
 
          
Foreign currency forward contracts not designated as hedging instruments $4,798
 $2,392
 Accrued and other liabilities $2,701
 $2,392
 Accrued and other liabilities
Cash Flow Hedges:          
Interest rate swap agreements 607
 371
 Accrued and other liabilities 398
 371
 Accrued and other liabilities
Cross currency swap agreement 5,606
 
 Accrued and other liabilities
Interest rate swap agreements 3,798
 1,548
 Other non-current liabilities 3,580
 1,548
 Other non-current liabilities
Cross currency swap agreement 5,387
 4,706
 Other non-current liabilities 2,519
 4,706
 Other non-current liabilities
Total derivative liabilities $14,590
 $9,017
  $14,804
 $9,017
 


The Company had $10.9$14.8 million and $8.2 million of cash equivalents at March 31,June 30, 2020 and December 31, 2019, respectively, the fair value of which is determined using Level 2 inputs, through quoted and corroborated prices in active markets. The fair value of cash equivalents approximates cost.

The fair value of the Company's debt exceeds the carrying value by approximately $21.0$35.6 million as of March 31,June 30, 2020. The fair value of the Company's fixed interest rate debt was estimated using Level 2 inputs, primarily utilizing discounted cash flow models, based on estimated current rates offered for similar debt under current market conditions for the Company.
6.INCOME TAXES
6.    INCOME TAXES
The Company's reported tax rate was 17%18.5% and 11%18.1% during the three months ended March 31,June 30, 2020 and 2019, respectively and 17.9% and 14.9% during the six months ended June 30, 2020 and 2019, respectively. The provision for taxes is based upon using the Company's projected annual effective tax rate of 21.5%20.5% and 20.5%20.0% before non-recurring discrete tax items during 2020 and 2019, respectively. The difference between the Company's projected annual effective tax rate and the reported tax rate is primarily related to the timing of excess tax benefits associated with stock option exercises.


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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At March 31, 2020 – Unaudited (Continued) (Unaudited)
(In thousands, except share data, unless otherwise stated)

7.    DEBT

7.
DEBT
Debt consisted of the following at March 31,June 30, 2020:
March 31, 2020June 30, 2020
U.S. Dollar 
Other Principal
Trading
Currencies
 TotalU.S. Dollar Other Principal Trading Currencies Total
3.67% $50 million ten-year Senior Notes due December 17, 2022$50,000
 $
 $50,000
$50,000
 $
 $50,000
4.10% $50 million ten-year Senior Notes due September 19, 202350,000
 
 50,000
50,000
 
 50,000
3.84% $125 million ten-year Senior Notes due September 19, 2024125,000
 
 125,000
125,000
 
 125,000
4.24% $125 million ten-year Senior Notes due June 25, 2025125,000
 
 125,000
125,000
 
 125,000
3.91% $75 million ten-year Senior Notes due June 25, 202975,000
 
 75,000
75,000
 
 75,000
3.19% $50 million fifteen-year Senior Notes due January 24, 203550,000
 
 50,000
50,000
 
 50,000
1.47% Euro 125 million fifteen-year Senior Notes due June 17, 2030
 139,229
 139,229

 140,245
 140,245
1.30% Euro 135 million fifteen-year Senior Notes due November 6, 2034
 150,368
 150,368

 151,464
 151,464
Senior notes debt issuance costs, net(1,106) (1,126) (2,232)
Debt issuance costs, net(1,051) (1,105) (2,156)
Total Senior Notes473,894
 288,471
 762,365
473,949
 290,604
 764,553
$1.1 billion Credit Agreement, interest at LIBOR plus 87.5 basis points668,997
 81,425
 750,422
$1.1 billion Credit Agreement, interest at LIBOR plus 97.5 basis points299,997
 81,080
 381,077
Other local arrangements1,286
 55,345
 56,631
2,723
 51,822
 54,545
Total debt1,144,177
 425,241
 1,569,418
776,669
 423,506
 1,200,175
Less: current portion(1,053) (55,345) (56,398)(1,763) (51,822) (53,585)
Total long-term debt$1,143,124
 $369,896
 $1,513,020
$774,906
 $371,684
 $1,146,590

As of March 31,June 30, 2020, the Company had $342.9$712.1 million of additional borrowings available under its Credit Agreement, and the Company maintained $323.6$127.3 million of cash and cash equivalents.

On January 24, 2020, the Company issued $50 million fifteen-year Senior notes with a fixed interest rate of 3.19%, which will mature January 24, 2035. The terms of the Senior Notes are consistent with the previously issued Senior Notes as described in the Company's Annual Report on Form 10-K for the year ended December 31, 2019. The Company used the proceeds from the sale of the notes to refinance existing indebtedness and for other general corporate purposes. The Company was in compliance with its debt covenants at March 31,June 30, 2020.

The Company has designated the EUR 125 million 1.47% Euro Senior Notes and the EUR 135 million 1.30% Euro Senior Notes as a hedge of a portion of its net investment in a euro denominatedeuro-denominated foreign subsidiarysubsidiaries to reduce foreign currency risk associated with thisthe net investment. Changes in the carrying value of this debt resulting from fluctuations in the euro to U.S. dollar exchange rate are recorded as foreign currency translation adjustments within other comprehensive income (loss). The Company recorded in other comprehensive income (loss) related to this net investment hedge an unrealized gainloss of $2.0$2.1 million and $2.3$1.3 million for the three months ended March 31,June 30, 2020 and 2019, respectively, and an unrealized loss of $0.1 million and an unrealized gain $1.0 million for the six month periods ended June 30, 2020 and 2019, respectively. The Company has a gainloss of $0.5$1.6 million recorded in accumulated other comprehensive income (loss) as of March 31,June 30, 2020.

Other Local Arrangements
In April 2018, two of the Company's non-U.S. pension plans issued loans totaling $39.6 million (Swiss franc 38 million) to a wholly owned subsidiary of the Company. The loans have the same terms

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

and conditions, which include an interest rate of Swiss franc LIBOR plus 87.5 basis points. The loans were renewed for one year in April 2020.

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Table of Contents8.    SHARE REPURCHASE PROGRAM AND TREASURY STOCK
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At March 31, 2020 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)


8.SHARE REPURCHASE PROGRAM AND TREASURY STOCK
In November 2018, the Company's Board of Directors authorized an additional $2.0$2 billion to the share repurchase program, which has $1.1 billion of remaining availability as of March 31,June 30, 2020. The share repurchases are expected to be funded from cash generated from operating activities, borrowings, and cash balances. Repurchases will be made through open market transactions, and the amount and timing of purchases will depend on business and market conditions, the stock price, trading restrictions, the level of acquisition activity and other factors.
The Company did not repurchase any shares in the three month period ended June 30, 2020 and has purchased 28.9 million common shares since the inception of the program in 2004 through March 31, 2020.June 30, 2020. During the threesix months ended March 31,June 30, 2020 and 2019, the Company spent $200.0$200 million and $186.3$372.5 million on the repurchase of 268,161 shares and 290,429539,326 shares at an average price per share of $745.80$745.80 and $641.27,$690.66, respectively. The Company also reissued 50,372114,109 shares and 171,752226,595 shares held in treasury forupon the exercise of stock options and vesting of restricted stock units during the threesix months ended March 31,June 30, 2020 and 2019, respectively.
9.ACCUMULATED COMPREHENSIVE AND OTHER COMPREHENSIVE INCOME
9.    ACCUMULATED OTHER COMPREHENSIVE INCOME
Comprehensive income (loss), net of tax consisted of the following:following as of June 30:
 March 31,
2020
 March 31, 2019
Net earnings$98,115
 $111,805
Other comprehensive income (loss), net of tax(24,028) $12,660
Comprehensive income, net of tax$74,087
 $124,465

 Three Months Ended Six Months Ended
 2020 2019 2020 2019
Net earnings$126,562
 $127,160
 $224,677
 $238,965
Other comprehensive income (loss), net of tax2,096
 (11,679) (21,932) 981
Comprehensive income, net of tax$128,658
 $115,481
 $202,745
 $239,946

The following table presents changes in accumulated other comprehensive income (loss) by component for the periodssix months ended March 31,June 30, 2020 and 2019:
 Currency Translation Adjustment, Net of Tax 
Net Unrealized
Gain (Loss) on
Cash Flow Hedging Arrangements,
Net of Tax
 
Pension and Post-Retirement Benefit Related Items,
Net of Tax
 Total
Balance at December 31, 2019$(61,015) $(1,222) $(261,436) $(323,673)
Other comprehensive income (loss), net of tax:       
Unrealized gains (losses) cash flow hedging arrangements
 (3,951) 
 (3,951)
Foreign currency translation adjustment(21,326) 
 (5,949) (27,275)
Amounts recognized from accumulated other comprehensive income (loss), net of tax
 2,195
 7,099
 9,294
Net change in other comprehensive income (loss), net of tax(21,326) (1,756) 1,150
 (21,932)
Balance at June 30, 2020$(82,341) $(2,978) $(260,286) $(345,605)
 Currency 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, 2019$(61,015) $(1,222) $(261,436) $(323,673)
Other comprehensive income (loss), net of tax:       
Unrealized gains (losses) cash flow hedging arrangements
 (1,704) 
 (1,704)
Foreign currency translation adjustment(22,450) 
 (5,025) (27,475)
Amounts recognized from accumulated other comprehensive income (loss), net of tax
 1,648
 3,503
 5,151
Net change in other comprehensive income (loss), net of tax(22,450) (56) (1,522) (24,028)
Balance at March 31, 2020$(83,465) $(1,278) $(262,958) $(347,701)


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Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At March 31, 2020 – Unaudited (Continued) (Unaudited)
(In thousands, except share data, unless otherwise stated)


 Currency 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, 2018$(63,913) $702
 $(239,203) $(302,414)
Other comprehensive income (loss), net of tax:       
Unrealized gains (losses) cash flow hedging arrangements
 (308) 
 (308)
Foreign currency translation adjustment8,664
 
 1,736
 10,400
Amounts recognized from accumulated other comprehensive income (loss), net of tax
 (446) 3,014
 2,568
Net change in other comprehensive income (loss), net of tax8,664
 (754) 4,750
 12,660
Balance at March 31, 2019$(55,249) $(52) $(234,453) $(289,754)

 Currency Translation Adjustment, Net of Tax 
Net Unrealized
Gain (Loss) on
Cash Flow Hedging Arrangements,
Net of Tax
 
Pension and Post-Retirement Benefit Related Items,
Net of Tax
 Total
Balance at December 31, 2018$(63,913) $702
 $(239,203) $(302,414)
Other comprehensive income (loss), net of tax:
 
 
 
Unrealized gains (losses) cash flow hedging arrangements
 (2,957) 
 (2,957)
Foreign currency translation adjustment(685) 
 (1,114) (1,799)
Amounts recognized from accumulated other comprehensive income (loss), net of tax
 (268) 6,005
 5,737
Net change in other comprehensive income (loss), net of tax(685) (3,225) 4,891
 981
Balance at June 30, 2019$(64,598) $(2,523) $(234,312) $(301,433)

The following table presents amounts recognized from accumulated other comprehensive income (loss) for the three monthsand six month periods ended March 31:June 30:
 2020 2019 Location of Amounts Recognized in Earnings Three Months Ended June 30,  
Effective portion of (gains) losses on cash flow hedging arrangements:     
 2020 2019 Location of Amounts Recognized in Earnings
Effective portion of (gains) / losses on cash flow hedging arrangements:     
Interest rate swap agreements $249
 $(62) Interest expense $692
 $(50) Interest expense
Cross currency swap 1,586
 (433) (a)
Cross currency swap agreement 34
 1,455
 (a)
Total before taxes 1,835
 (495)  726
 1,405
 
Provision for taxes 187
 (49) Provision for taxes 179
 100
 Provision for taxes
Total, net of taxes $1,648
 $(446)  $547
 $1,305
 
          
Recognition of defined benefit pension and post-retirement items:          
Recognition of actuarial (gains) losses, plan amendments and prior service cost, before taxes $4,493
 $3,889
 (b)
Recognition of actuarial losses and prior service cost, before taxes $4,596
 $3,860
 (b)
Provision for taxes 990
 875
 Provision for taxes 1,000
 869
 Provision for taxes
Total, net of taxes $3,503
 $3,014
  $3,596
 $2,991
 

(a)The cross currency swap reflects an unrealized loss of $2.6 million recorded in other charges (income) that was offset by the underlying unrealized gain the hedged debt for the three months ended March 31, 2020. The cross currency swap also reflects a realized gain of $1.0 million recorded in interest expense for the three months ended March 31, 2020.
(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, 2020 and 2019.
(a) The cross currency swap reflects an unrealized loss of $0.6 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 $0.5 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 months ended June 30, 2020 and 2019.

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

  Six Months Ended June 30,  
  2020 2019 Location of Amounts Recognized in Earnings
Effective portion of (gains) / losses on cash flow hedging arrangements:      
Interest rate swap agreements $940
 $(113) Interest expense
Cross currency swap agreement 1,620
 (199) (a)
Total before taxes 2,560
 (312)  
Provision for taxes 365
 (44) Provision for taxes
Total, net of taxes $2,195
 $(268)  
       
Recognition of defined benefit pension and post-retirement items:      
Recognition of actuarial losses and prior service cost, before taxes $9,089
 $7,749
 (b)
Provision for taxes 1,990
 1,744
 Provision for taxes
Total, net of taxes $7,099
 $6,005
  
(a) The cross currency swap reflects an unrealized loss 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 $1.5 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 six months ended June 30, 2020 and 2019.

10.EARNINGS PER COMMON SHARE
10.    EARNINGS PER COMMON SHARE
In accordance with the treasury stock method, the Company has included 325,644 and 459,185the following common equivalent shares in the calculation of diluted weighted average number of common shares outstanding for the three and six months ended March 31, 2020 and 2019, respectively,June 30, relating to outstanding stock options and restricted stock units.

units:
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Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At March 31, 2020 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)


  2020 2019
Three months ended 288,711
 420,320
Six months ended 307,265
 443,097
Outstanding options and restricted stock units to purchase or receive 88,62288,032 and 90,43564,269 shares of common stock for the three monthsmonth period ended March 31,June 30, 2020 and 2019, respectively, have been excluded from the calculation of diluted weighted average number of common and common equivalent shares as such options and restricted stock units would be anti-dilutive. Options and restricted stock units to purchase or receive 88,261 and 75,026 for the six month period ended June 30, 2020 and 2019, respectively, have been excluded from the calculation of diluted weighted average of common and common equivalent shares as such options and restricted stock units would be anti-dilutive.

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11.NET PERIODIC BENEFIT COST
Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(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 three months ended March 31:June 30:
U.S. Pension Benefits Non-U.S. Pension Benefits Other U.S. Post-retirement Benefits TotalU.S. Pension Benefits Non-U.S. Pension Benefits Other U.S. Post-retirement Benefits Total
2020 2019 2020 2019 2020 2019 2020 20192020 2019 2020 2019 2020 2019 2020 2019
Service cost, net$326
 $266
 $4,517
 $3,686
 $
 $
 $4,843
 $3,952
$326
 $266
 $4,528
 $3,799
 $
 $
 4,854
 4,065
Interest cost on projected benefit obligations889
 1,146
 1,180
 2,558
 6
 16
 2,075
 3,720
889
 1,146
 1,097
 2,520
 7
 16
 1,993
 3,682
Expected return on plan assets(1,524) (1,472) (8,085) (7,301) 
 
 (9,609) (8,773)(1,524) (1,472) (8,017) (7,218) 
 
 (9,541) (8,690)
Recognition of prior service cost
 
 (1,725) (1,702) 
 
 (1,725) (1,702)
 
 (1,735) (1,637) (19) 
 (1,754) (1,637)
Recognition of actuarial losses/(gains)644
 593
 5,654
 5,171
 (26) (173) 6,272
 5,591
645
 593
 5,712
 5,062
 (7) (173) 6,350
 5,482
Net periodic pension cost/(credit)$335
 $533
 $1,541
 $2,412
 $(20) $(157) $1,856
 $2,788
$336
 $533
 $1,585
 $2,526
 $(19) $(157) $1,902
 $2,902


Net periodic pension cost for the Company’s defined benefit pension plans and U.S. post-retirement medical plan includes the following components for the six months ended June 30:
 U.S. Pension Benefits Non-U.S. Pension Benefits Other U.S. Post-retirement Benefits Total
 2020 2019 2020 2019 2020 2019 2020 2019
Service cost, net$652
 $532
 $9,045
 $7,500
 $
 $
 9,697
 8,032
Interest cost on projected benefit obligations1,778
 2,292
 2,332
 5,063
 14
 32
 4,124
 7,387
Expected return on plan assets(3,048) (2,944) (16,104) (14,519) 
 
 (19,152) (17,463)
Recognition of prior service cost
 
 (3,460) (3,339) (38) 
 (3,498) (3,339)
Recognition of actuarial losses/(gains)1,290
 1,187
 11,311
 10,247
 (14) (346) 12,587
 11,088
Net periodic pension cost/(credit)$672
 $1,067
 $3,124
 $4,952
 $(38) $(314) $3,758
 $5,705


As previously disclosed in the Company’sCompany's Annual Report on Form 10-K for the year ended December 31, 2019,, the Company expects to make employer contributions of approximately $25.6$25.6 million to its non-U.S. pension plan and employer contributions of approximately $0.2 million to itsU.S. post-retirement medical planplans during the year ended December 31, 2020. These estimates2020. This estimate may change based upon several factors, including fluctuations in currency exchange rates, actual returns on plan assets and changes in legal requirements.


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12.RESTRUCTURING CHARGES
Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(In thousands, except share data, unless otherwise stated)

12.    RESTRUCTURING CHARGES
For the three and six months ending March 31,ended June 30, 2020, the Company has incurred $1.9$0.9 million and $2.8 million of restructuring expenses, respectively, which primarily compriserelates to 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 threesix months ended March 31,June 30, 2020 is as follows:
 Total Total
Balance at December 31, 2019 $6,701
 $6,701
Restructuring charges 1,905
 2,765
Cash payments / utilization (1,626)
Cash payments and utilization (4,627)
Impact of foreign currency (11) (10)
Balance at March 31, 2020 $6,969
Balance at June 30, 2020 $4,829


13.OTHER CHARGES (INCOME), NET
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,June 30, 2020 and 2019 were $3.0 million and $1.2 million, respectively and $5.9 million and $2.3 million for the six months ended June 30, 2020 and 2019, respectively.

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Table of Contents14.    SEGMENT REPORTING
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At March 31, 2020 – Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)


14.SEGMENT REPORTING
As disclosed in Note 19 to the Company's consolidated financial statements for the year ended December 31, 2019, 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 reportableoperating segments:
 Net Sales to Net Sales to     As of June 30,
For the three months endedExternal Other Total Net Segment 2020
June 30, 2020Customers Segments Sales Profit Goodwill
U.S. Operations$249,340
 $27,515
 $276,855
 $52,581
 $414,370
Swiss Operations28,948
 142,487
 171,435
 48,248
 22,830
Western European Operations149,051
 39,699
 188,750
 30,345
 84,975
Chinese Operations140,907
 45,731
 186,638
 63,955
 621
Other (a)122,427
 875
 123,302
 13,122
 14,828
Eliminations and Corporate (b)
 (256,307) (256,307) (31,608) 
Total$690,673
 $
 $690,673
 $176,643
 $537,624


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

 Net Sales to Net Sales to      
For the three months endedExternal Other Total Net Segment  
March 31, 2020Customers Segments Sales Profit Goodwill
U.S. Operations$241,409
 $26,391
 $267,800
 $44,938
 $413,898
Swiss Operations31,897
 152,848
 184,745
 53,910
 22,751
Western European Operations153,325
 41,715
 195,040
 24,107
 85,058
Chinese Operations100,599
 48,749
 149,348
 45,550
 619
Other (a)121,932
 896
 122,828
 11,026
 14,569
Eliminations and Corporate (b)
 (270,599) (270,599) (38,253) 
Total$649,162
 $
 $649,162
 $141,278
 $536,895

Net Sales to Net Sales to      Net Sales to Net Sales to     
For the three months endedExternal Other Total Net Segment  
March 31, 2019Customers Segments Sales Profit Goodwill
For the six months endedExternal Other Total Net Segment 
June 30, 2020Customers Segments Sales Profit 
U.S. Operations$234,650
 $26,145
 $260,795
 $37,985
 $410,021
$490,750
 $53,904
 $544,654
 $97,519
 
Swiss Operations33,577
 153,731
 187,308
 53,522
 21,757
60,844
 295,336
 356,180
 102,158
 
Western European Operations165,906
 44,045
 209,951
 25,725
 88,208
302,376
 81,413
 383,789
 54,452
 
Chinese Operations121,723
 56,857
 178,580
 59,484
 663
241,506
 94,480
 335,986
 109,505
 
Other (a)123,596
 1,261
 124,857
 13,187
 14,868
244,359
 1,771
 246,130
 24,148
 
Eliminations and Corporate (b)
 (282,039) (282,039) (42,062) 

 (526,904) (526,904) (69,861) 
Total$679,452
 $
 $679,452
 $147,841
 $535,517
$1,339,835
 $
 $1,339,835
 $317,921
 

(a)Other includes reporting units in Eastern Europe, Latin America, Southeast Asia and other countries.
(b)Eliminations and Corporate includes the elimination of inter-segment transactions and certain corporate expenses and intercompany investments, which are not included in the Company’s operating segments.
 Net Sales to Net Sales to     As of June 30,
For the three months endedExternal Other Total Net Segment 2019
June 30, 2019Customers Segments Sales Profit Goodwill
U.S. Operations$267,889
 $26,571
 $294,460
 $53,986
 $410,021
Swiss Operations31,358
 151,931
 183,289
 48,613
 22,157
Western European Operations163,681
 39,212
 202,893
 22,229
 86,749
Chinese Operations136,459
 52,568
 189,027
 65,489
 643
Other (a)131,979
 1,334
 133,313
 14,300
 14,987
Eliminations and Corporate (b)
 (271,616) (271,616) (26,876) 
Total$731,366
 $
 $731,366
 $177,741
 $534,557

 Net Sales to Net Sales to      
For the six months endedExternal Other Total Net Segment  
June 30, 2019Customers Segments Sales Profit  
U.S. Operations$502,540
 $52,716
 $555,256
 $91,971
  
Swiss Operations64,935
 305,662
 370,597
 102,135
  
Western European Operations329,587
 83,257
 412,844
 47,954
  
Chinese Operations258,181
 109,425
 367,606
 124,973
  
Other (a)255,575
 2,595
 258,170
 27,487
  
Eliminations and Corporate (b)
 (553,655) (553,655) (68,938)  
Total$1,410,818
 $
 $1,410,818
 $325,582
  

(a)Other includes reporting units in Eastern Europe, Latin America, Eastern EuropeSoutheast 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.

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Table of Contents
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At March 31, 2020 – Unaudited (Continued) (Unaudited)
(In thousands, except share data, unless otherwise stated)


A reconciliation of earnings before taxes to segment profit for the three monthsand six month periods ended March 31June 30 follows:

Three Months EndedThree Months Ended Six Months Ended
March 31, 2020 March 31, 20192020 2019 2020 2019
Earnings before taxes$118,499
 $125,676
$155,255
 $155,216
 $273,754
 $280,892
Amortization13,998
 12,222
13,889
 12,326
 27,887
 24,548
Interest expense10,219
 9,094
9,582
 8,882
 19,801
 17,976
Restructuring charges1,905
 1,523
860
 2,891
 2,765
 4,414
Other charges (income), net(3,343) (674)(2,943) (1,574) (6,286) (2,248)
Segment profit$141,278
 $147,841
$176,643
 $177,741
 $317,921
 $325,582


During the three months ended March 31,June 30, 2020, restructuring charges of $1.9$0.9 million were recognized, of which $0.3 million, $0.7$0.3 million, $0.8$0.1 million and $0.1$0.2 million related to the Company’s U.S., Western European, Chinese and Other Operations, respectively. Restructuring charges of $2.9 million were recognized during the three months ended June 30, 2019, of which $1.1 million, $0.3 million, $1.1 million, and $0.4 million, related to the Company’s U.S., Swiss, Western European, and Other operations,Chinese Operations, respectively. Restructuring charges of $1.5$2.8 million were recognized during the threesix months ended March 31, 2019,June 30, 2020, of which $0.5$0.6 million, $0.7 million, $1.1 million, $0.1 million and $1.0$0.3 million related to the Company'sCompany’s U.S. and, Swiss, Western European, operations,Chinese and Other Operations, respectively. Restructuring charges of $4.4 million were recognized during the six months ended June 30, 2019, of which $1.6 million, $0.3 million, $2.1 million, and $0.4 million and related to the Company’s U.S., Swiss, Western European, and Chinese Operations, respectively.

15.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 March 31,June 30, 2020 are not necessarily indicative of the results to be expected for the full year ending December 31, 2020.
Changes in local currenciescurrency 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.
COVID-19
The 2019 Coronavirus (COVID-19) pandemic has resulted in millions of confirmed cases throughout the world and in all countries where we conduct business. The outbreak has caused many governments to implement stay-at-home orders, quarantines and significant restrictions on travel. Several governments have also implemented work restrictions that prohibit many employees from going to their customary work locations and which require these employees to work remotely if possible. The quarantines, travel bans, work and other restrictions were initially put in place on a national level in China in January 2020, and with the global spread of the virus, subsequently adopted in other countries and regions throughoutduring the first quarter of 2020 with many restrictions commencing in Asia Pacific, Europe, North America, and LatinSouth America. Many of these restrictions remained in place during the second quarter of 2020.
The health and safety of our employees and business partners has been our highest priority throughout the COVID-19 pandemic, and we have implemented several preventative and protective measures relating to social distancing, hygiene, health monitoring, personal protective equipment, split shifts and remote work. We have also implemented business continuity plans and have been able to continue to support our customers with their essential businesses such as in life sciences, food manufacturing, chemicals (e.g. sanitizers, disinfectants, soaps etc.), food retail and transportation and logistics. Our production and logistics facilities are currently operational, and our office-based employees have been able to work remotely in adherence to applicable jurisdictional stay-at-home orders. Our supply chain is currently continuing with minimal interruption, and we currently maintain adequate product inventory levels and safety stock for certain components. We quickly adapted to leverage our digital and remote sales and service capabilities, while also meeting delivery requirements with our global supply chain. Our service organization also continues to provide on-site and remote customer support to facilitate uptime, productivity and regulatory compliance.
We have also implemented various temporary cost containment measures related to workforce management and discretionary spending. Our workforce management measures

primarily include reduced work hours, salary freezes, and voluntary senior leadership salary reductions.

We maintain adequate liquidity consisting of approximately $342.9$712.1 million of additional borrowings available under our Credit Agreement, and $323.6$127.3 million of cash and cash equivalents as of March 31,June 30, 2020.
As further described in the Risk Factors section of this Form 10-Q, COVID-19 presents several risks to our business. For example, businesses can be shutdown, supply chains can be interrupted, slowed, or rendered inoperable, and individuals can become ill, quarantined, or otherwise unable to work and/or travel due to health reasons or governmental restrictions. COVID-19 also interferes with general commercial activity related to our supply chain and customer base. In addition, it is expected that COVID-19 will negatively affect the global economy and our customers' businesses, which will likely result in delayed or reduced purchases from us. Some customers may also have difficulty meeting their payment obligations to us, resulting in late payments or an inability of some customers to make payments at all.
During the threesix months ended March 31,June 30, 2020, COVID-19 had a negative impact on our business, primarily related to reduced customer demand in Chinaall regions. We remain cautious as well asuncertainties related to COVID-19 and the resulting impact to the economy continues in other regions.all regions of the world and market conditions may also change quickly. With the global spread of the virus and related negative impact to the global economy, we expect reduced global sales volume due to lower customer demand in future quarters. The longer-term effects on our business will be impacted by the global economy and any recession implications in different regions of the world. While it is extremely difficult to estimate the extent and duration of any COVID-19 implications, the effects on our business, results of operations and financial condition could be material.
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 March 31,June 30, 2020 and 2019 (amounts in thousands).
Three months ended March 31,Three months ended June 30, Six months ended June 30,
2020 20192020 2019 2020 2019
(unaudited) % (unaudited) %(unaudited) % (unaudited) % (unaudited) % (unaudited) %
Net sales$649,162
 100.0
 $679,452
 100.0$690,673
 100.0
 $731,366
 100.0
 $1,339,835
 100.0
 $1,410,818
 100.0
Cost of sales274,753
 42.3
 291,133
 42.8292,703
 42.4
 311,828
 42.6
 567,456
 42.4
 602,961
 42.7
Gross profit374,409
 57.7
 388,319
 57.2397,970
 57.6
 419,538
 57.4
 772,379
 57.6
 807,857
 57.3
Research and development34,387
 5.3
 36,053
 5.331,193
 4.5
 36,582
 5.0
 65,580
 4.9
 72,635
 5.1
Selling, general and administrative198,744
 30.6
 204,425
 30.1190,134
 27.5
 205,215
 28.1
 388,878
 29.0
 409,640
 29.0
Amortization13,998
 2.2
 12,222
 1.813,889
 2.0
 12,326
 1.7
 27,887
 2.1
 24,548
 1.7
Interest expense10,219
 1.6
 9,094
 1.39,582
 1.4
 8,882
 1.2
 19,801
 1.5
 17,976
 1.4
Restructuring charges1,905
 0.3
 1,523
 0.2860
 0.1
 2,891
 0.4
 2,765
 0.2
 4,414
 0.3
Other charges (income), net(3,343) (0.5) (674) (2,943) (0.4) (1,574) (0.2) (6,286) (0.5) (2,248) (0.1)
Earnings before taxes118,499
 18.2
 125,676
 18.5155,255
 22.5
 155,216
 21.2
 273,754
 20.4
 280,892
 19.9
Provision for taxes20,384
 3.1
 13,871
 2.028,693
 4.2
 28,056
 3.8
 49,077
 3.7
 41,927
 3.0
Net earnings$98,115
 15.1
 $111,805
 16.5$126,562
 18.3
 $127,160
 17.4
 $224,677
 16.8
 $238,965
 16.9

Net sales
Net sales were $649.2$690.7 million and $731.4 million for the three months ended March 31,June 30, 2020, compared to $679.5 millionand 2019, and $1.3 billion and $1.4 billion for the corresponding period in 2019.six months ended June 30, 2020 and 2019, respectively. This represents a decrease of 6% and 5% in U.S. dollars of 4%.for the three and six months ended June 30, 2020. Excluding the effect of currency exchange rate fluctuations, or in local currencies, net sales decreased 4% and 3% for the three and six months ended March 31,June 30, 2020. Net sales for the six months ended June 30, 2020 were negatively impacted by the COVID-19 pandemic

and related reduction in global customer demand on our operationsoperations. While we saw increased business activity in China during the three months ended June 30, 2020 that benefited from increased customer demand and the easing of governmental restrictions as wella result of COVID-19, we remain cautious as in other regions. Net sales were also reduced by a decline in food retailing.uncertainties relating to COVID-19 and the global economy continue and market conditions may change quickly. We expect net sales in local currencies will be adversely affected by the COVID-19 pandemic related to unfavorable economic conditions and reduced customer demand in future quarters.

Net sales by geographic destination for the three and six months ended June 30, 2020 in U.S. dollars decreased in the Americas 8% and 3%, in Europe 6% and 7% and in Asia/Rest of World 2% and 6%, respectively. Our net sales by geographic destination for the three months ended March 31,June 30, 2020 in U.S. dollars increased 2%local currencies decreased in the Americas 7%, in Europe 5% and decreased 7% Europe and 10%increased 1% in Asia/Rest of World. In local currencies, our netWorld, respectively. Net sales by geographic destination increased 3%for the six months ended June 30, 2020 in local currencies decreased in the Americas and decreased 5%2%, in Europe 5% and 8% in Asia/Rest of World.World 3%, respectively. Net sales in Asia/Rest of World were reduced by 7% in U.S. dollars and 6% in local currenciescurrency for the three months ended March 31,June 30, 2020 due to a 13%includes local currency sales decline versus the prior year comparable period in China. As previously mentioned, net salesgrowth in China and other regions were negatively impacted by reducedof 8% that benefited from increased customer demand due toand the easing of governmental restrictions as a result of COVID-19. A discussion of sales by operating segment is included below.
As described in Note 19 to our consolidated financial statements for the year ended December 31, 2019, 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 decreased 5% in U.S. dollars and 3% in local currencies for the three months ended June 30, 2020 and decreased 6% in U.S. dollars and 4% in local currencies for the six months ended June 30, 2020, compared to the corresponding periods in 2019. Service revenue (including spare parts) decreased by 7% in U.S. dollars and 5%6% in local currencycurrencies for the three months ended March 31,June 30, 2020 compared to the prior period. Service revenue (including spare parts) increased 3%and decreased 2% in U.S. dollars and 5%1% in local currency duringcurrencies for the threesix months ended March 31,June 30, 2020, compared to the corresponding periodperiods in 2019.
Net sales of our laboratory products and services, which represented approximately 55%54% of our total net sales decreased 5% in U.S. dollars and 4% in local currencies for the three months ended March 31,June 30, 2020, and decreased 1%3% in U.S. dollars and increased 1%2% in local currencies duringfor the threesix months ended March 31,June 30, 2020. The local currency increasedecrease in net sales of our laboratory-related products includes strong growth in pipettes and automated chemistry,reflects reduced customer demand, which was negatively impacted by laboratory closures due to COVID-19, offset in part by decreasesgrowth in other product categories.process analytics, automated chemistry and pipettes.
Net sales of our industrial products and services, which represented approximately 39%40% of our total net sales decreased 5% in U.S. dollars and 3% in local currencies for the three months ended March 31,June 30, 2020, and decreased 7%6% in U.S. dollars and 5%4% in local currencies duringfor the threesix months ended March 31,June 30, 2020. The local currency decrease in net sales of our industrial-related products for the three and six months ended March 31,June 30, 2020 includes declines in product inspection and certain core industrial product categories, offset in part by strong growth in transportation and product inspection. Industrial-related products included a significant decline inlogistics project activity. China related to reducedalso experienced increased business activity that benefited from increased customer demand due toand the easing of governmental restrictions as a result of COVID-19.
Net sales in our food retailing products and services, which represented approximately 6% of our total net sales decreased 13% in U.S. dollars and 11% in local currencies for the three months ended March 31,June 30, 2020, and decreased 18%15% in U.S. dollars and 16%14% in local currencies duringfor the threesix months ended March 31,June 30, 2020. The decline in food retailing is primarily due to unfavorablechallenging market conditions and the timing of project activity.conditions.
Gross profit
Gross profit as a percentage of net sales was 57.7%57.6% and 57.4% for the three months ended March 31,June 30, 2020 compared to 57.2%and 2019, respectively and 57.6% and 57.3% for the corresponding period in 2019.six months ended June 30, 2020 and 2019, respectively.

Gross profit as a percentage of net sales for products was 60.8%59.6% and 59.9% for the three month periodsmonths ended March 31,June 30, 2020 and 2019.2019, respectively, and 60.2% and 59.9% for the six months ended June 30, 2020 and 2019, respectively.
Gross profit as a percentage of net sales for services (including spare parts) was 48.0%50.7% and 48.6% for the three months ended March 31,June 30, 2020 compared to 47.8%and 2019, respectively, and 49.3% and 48.2% for the corresponding period in 2019.six months ended June 30, 2020 and 2019, respectively.
The increase in gross profit as a percentage of net sales for the three and six months ended March 31,June 30, 2020 primarily reflects benefits from temporary cost savings measures, favorable price realization and material cost reductions.reductions, offset in part by reduced sales volume, higher transportation costs and unfavorable business mix.

Research and development and selling, general and administrative expenses
Research and development expenses as a percentage of net sales was 5.3%4.5% and 5.0% for both the three months ended March 31,June 30, 2020 and 2019, and was 4.9% and 5.1% for the six months ended June 30, 2020 and 2019, respectively. Research and development expenses decreased 5%15% in both U.S. dollars and in local currencies duringfor the three months ended March 31,June 30, 2020, and decreased 10% in both U.S. dollars and in local currencies for the six months ended June 30, 2020, respectively, compared to the corresponding periodperiods in 2019. ThisThe decrease relates to the timing of project activity as research and development expenses increased 9% in local currencies during the three months ended March 31, 2019 versus the prior year comparable period.benefits from our temporary cost savings measures.
Selling, general and administrative expenses as a percentage of net sales were 30.6%27.5% and 28.1% for the three months ended March 31,June 30, 2020 compared to 30.1% inand 2019, and was 29.0% for both the corresponding period during 2019.six months ended June 30, 2020 and 2019, respectively. Selling, general and administrative expenses decreased 3%7% in both U.S. dollars and in local currencies for the three months ended June 30, 2020, and decreased 5% in U.S. dollars and 2%4% in local currencies duringfor the threesix months ended March 31, 2020 compared to the corresponding period in 2019.June 30, 2020. The local currency decrease includes benefits from our temporary and ongoing cost savings initiatives and lower cash incentive expense.
Amortization, interest expense, other charges (income), net and taxes
Amortization expense was $14.0$13.9 million and $12.3 million for the three months ended March 31,June 30, 2020 and $12.22019, respectively, and $27.9 million and $24.5 million for the corresponding period in 2019.six months ended June 30, 2020 and 2019, respectively.
Interest expense was $10.2$9.6 million and $8.9 million for the three months ended March 31,June 30, 2020 and $9.12019, respectively, and $19.8 million and $18.0 million for the corresponding period in 2019.six months ended June 30, 2020 and 2019, respectively.
Other charges (income), net includes non-service pension costs (benefits), net (gains) losses from foreign currency transactions and hedging activities, interest income and other items. Non-serviceNonservice pension benefits was $3.0 million and $1.2 million for the three months ended March 31,June 30, 2020 and 2019, were $3.0respectively, and $5.9 million and $1.2$2.3 million and for the six months ended June 30, 2020 and 2019, respectively.
Our reported tax rate was 17%18.5% and 11%18.1% during the three months ended March 31,June 30, 2020 and 2019, respectively, and 17.9% and 14.9% during the six months ended June 30, 2020 and 2019, respectively. The provision for taxes is based upon using our projected annual effective tax rate of 21.5%20.5% and 20.5%20.0% before non-recurring discrete tax items for the three and six months ended March 31,June 30, 2020 and 2019, respectively. The difference between our projected annual effective tax rate and the reported tax rate is related to the timing of excess tax benefits associated with stock option exercises.


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 19 to our consolidated financial statements for the year ended December 31, 2019.
U.S. Operations (amounts in thousands)
Three months ended March 31,Three months ended June 30, Six months ended June 30,
2020 2019 %2020 2019 % 2020 2019 %
Total net sales$267,800
 $260,795
 3%$276,855
 $294,460
 (6)% $544,654
 $555,256
 (2)%
Net sales to external customers$241,409
 $234,650
 3%$249,340
 $267,889
 (7)% $490,750
 $502,540
 (2)%
Segment profit$44,938
 $37,985
 18%$52,581
 $53,986
 (3)% $97,519
 $91,971
 6 %

Total net sales and net sales to external customers both increased 3%, respectivelydecreased 6% and 7% for the three months ended March 31,June 30, 2020 compared with the corresponding period in 2019. The increase in totalTotal net sales and net sales to external customers both decreased 2% for the threesix months ended March 31, 2020 includes strong growth in core industrial and good growth in laboratory products, partially offset by declines in food retailing and product inspection.

Segment profit increased $7.0 million for the three months ended March 31,June 30, 2020 compared to the corresponding period in 2019. Segment profit during the three months ended March 31, 2020 includes higher net sales volume and benefits from our margin expansion and cost savings initiatives.
Swiss Operations (amounts in thousands)
 Three months ended March 31,
 2020 2019 
%1)
Total net sales$184,745
 $187,308
 (1)%
Net sales to external customers$31,897
 $33,577
 (5)%
Segment profit$53,910
 $53,522
 1 %
1) Represents U.S. dollar (decline) growth for net sales and segment profit.

Total net sales decreased 1% in U.S. dollars and 4% in local currency for the three months ended March 31, 2020 compared towith the corresponding period in 2019. Net sales to external customers for the three and six months ended June 30, 2020 includes declines in most product categories, especially food retailing, offset in part by strong growth in transportation and logistics project activity. The decrease in sales to external customers reflects reduced customer demand as a result of COVID-19.
Segment profit decreased 5%$1.4 million and increased $5.5 million for the three and six months ended June 30, 2020, respectively, compared to the corresponding periods in 2019. Segment profit during the six months ended June 30, 2020 includes benefits from our temporary cost savings measures and margin expansion initiatives, offset in part by lower net sales volume. Segment profit during the three months ended June 30, 2020 was negatively impacted by more significant declines in net sales volume.
Swiss Operations (amounts in thousands)
 Three months ended June 30, Six months ended June 30,
 2020 2019 
%1)
 2020 2019 
%1)
Total net sales$171,435
 $183,289
 (6)% $356,180
 $370,597
 (4)%
Net sales to external customers$28,948
 $31,358
 (8)% $60,844
 $64,935
 (6)%
Segment profit$48,248
 $48,613
 (1)% $102,158
 $102,135
  %
1)Represents U.S. dollar growth (decline) for net sales and segment profit.
Total net sales decreased 6% in U.S. dollars and 10% local currency for the three months ended June 30, 2020, and decreased 4% in U.S. dollars and 7% in local currency duringfor the threesix months ended March 31,June 30, 2020 compared to the corresponding period in 2019 and included declines in most product categories. This compares to strong local currency sales growth of 7% for the three months ended March 31, 2019. The decrease in sales to external customers also reflects reduced customer demand related to the COVID-19 pandemic.
Segment profit increased $0.4 million for the three month period ended March 31, 2020 compared to the corresponding period in 2019. Segment profit during the three months ended March 31, 2020 includes benefits of our cost savings initiatives and the timing of research and development activity, offset in part by lower net sales volume and unfavorable foreign currency translation.
Western European Operations (amounts in thousands)
 Three months ended March 31,
 2020 2019 
%1)
Total net sales$195,040
 $209,951
 (7)%
Net sales to external customers$153,325
 $165,906
 (8)%
Segment profit$24,107
 $25,725
 (6)%
1) Represents U.S. dollar (decline) growth for net sales and segment profit.

Total net sales decreased 7% in U.S. dollars and 4% in local currencies during the three months period ended March 31, 2020 compared to the corresponding periodperiods in 2019. Net sales to external customers decreased 8% in U.S. dollars and 5% in10% local currencies duringcurrency for the three months period ended March 31,June 30, 2020 and decreased 6% in U.S. dollars and 9% in local currency for the six months ended June 30, 2020, compared to the corresponding periodperiods in 2019 and included declines in industrial products and food retailing. This compares to strong local currency sales growth of 9% for the three months ended March 31, 2019 as compared to the prior year comparable period. The decrease in local2019. Local currency net sales to external customers for the three and six months ended March 31,June 30, 2020 alsoincludes declines in most product categories. The decrease in sales to external customers reflects reduced customer demand related to the COVID-19 pandemic.

as a result of COVID-19.
Segment profit decreased $1.6$0.4 million and was flat for the three and six month periodperiods ended March 31,June 30, 2020, compared to the corresponding periodperiods in 2019. Segment profit decreased during the threesix months ended March 31,June 30, 2020 primarily due to the decline inincludes lower net sales volume and unfavorable foreign currency translation, offset in part by benefits from our temporary cost savings measures and the timing of research and development activity.

Western European Operations (amounts in thousands)
 Three months ended June 30, Six months ended June 30,
 2020 2019 
%1)
 2020 2019 
%1)
Total net sales$188,750
 $202,893
 (7)% $383,789
 $412,844
 (7)%
Net sales to external customers$149,051
 $163,681
 (9)% $302,376
 $329,587
 (8)%
Segment profit$30,345
 $22,229
 37 % $54,452
 $47,954
 14 %
1)Represents U.S. dollar growth (decline) for net sales and segment profit.

Total net sales decreased 7% in U.S. dollars and 5% in local currencies for the three months ended June 30, 2020 and decreased 7% in U.S. dollars and 4% in local currencies for the six months ended June 30, 2020, compared to the corresponding periods in 2019. Net sales to external customers decreased 9% in U.S. dollars and 7% in local currencies for the three months ended June 30, 2020, and decreased 8% in U.S. dollars and 6% in local currencies for the six months ended June 30, 2020, compared to the corresponding periods in 2019. Local currency net sales to external customers for the three and six months ended June 30, 2020 includes declines in most product categories related to lower customer demand as a result of COVID-19.

Segment profit increased $8.1 million and $6.5 million for the three and six month periods ended June 30, 2020, respectively, compared to the corresponding periods in 2019. Segment profit increased during the three and six months ended June 30, 2020 primarily due to benefits from our temporary cost savings measures and margin expansion initiatives and cost savings initiatives.timing of research and development project activity, offset in part by the decline in net sales.


Chinese Operations (amounts in thousands)
Three months ended March 31,Three months ended June 30, Six months ended June 30,
2020 2019 
%1)
2020 2019 
%1)
 2020 2019 
%1)
Total net sales$149,348
 $178,580
 (16)%$186,638
 $189,027
 (1)% $335,986
 $367,606
 (9)%
Net sales to external customers$100,599
 $121,723
 (17)%$140,907
 $136,459
 3 % $241,506
 $258,181
 (6)%
Segment profit$45,550
 $59,484
 (23)%$63,955
 $65,489
 (2)% $109,505
 $124,973
 (12)%
1) Represents U.S. dollar (decline) growth for net sales and segment profit.
1)Represents U.S. dollar growth for net sales and segment profit.

Total net sales decreased 16%1% in U.S. dollars and 14%increased 2% in local currency for the three months ended March 31,June 30, 2020 and decreased 9% in U.S. dollars and 5% in local currency for the six months ended June 30, 2020, compared to the corresponding periodperiods in 2019. Net sales to external customers by origin decreased 17%increased 3% in U.S. dollars and 15%7% in local currency by origin for the three months ended June 30, 2020 and decreased 6% in U.S. dollars and 3% in local currency during the threesix months ended March 31,June 30, 2020, compared to the corresponding periodperiods in 2019. The decreaseincrease in local currency net sales to external customers during the three months ended March 31,June 30, 2020 reflects declinesgrowth in most product categories, particularly industrial and laboratory related products and food retailing,that benefited from lowerincreased customer demand dueand the easing of COVID-19 governmental restrictions, while net sales to external customers for the COVID-19 pandemic. Governmental restrictions related to COVID-19 have been removed and we are currently experiencing increased business activity. However, significantsix months ended June 30, 2020 were negatively impacted by reduced customer demand as a result of COVID-19. Significant uncertainty remains relating to COVID-19 and the local Chinese economy, and market conditions may change quickly, especially if the government should re-impose travel or workplace restrictions.quickly.

Segment profit decreased $13.9$1.5 million and $15.5 million for the three and six month periodperiods ended March 31,June 30, 2020, respectively, compared to the corresponding periodperiods in 2019. The decrease in segment profit for the three month periodand six months ended March 31,June 30, 2020 primarily reflects the decline in total net sales as well as unfavorable foreign currency translation, offset in part by our temporary cost savings measures.

Other (amounts in thousands)
 Three months ended June 30, Six months ended June 30,
 2020 2019 
%1)
 2020 2019 
%1)
Total net sales$123,302
 $133,313
 (8)% $246,130
 $258,170
 (5)%
Net sales to external customers$122,427
 $131,979
 (7)% $244,359
 $255,575
 (4)%
Segment profit$13,122
 $14,300
 (8)% $24,148
 $27,487
 (12)%
1)Represents U.S. dollar growth for net sales and segment profit.

Total net sales decreased 8% in U.S. dollars and 4% in local currencies for the three months ended June 30, 2020 and decreased 5% in U.S. dollars and 2% in local currencies for the six months ended June 30, 2020, compared to the corresponding periods in 2019. Net sales to external customers decreased 7% in U.S. dollars and 4% in local currencies for the three months ended June 30, 2020 and decreased 4% in U.S. dollars and 2% in local currencies for the six months ended June 30, 2020, compared to the corresponding periods in 2019.The decrease in net sales to external customers reflects reduced customer demand as a result of COVID-19.

Segment profit decreased $1.2 million and $3.3 million for the three and six months ended June 30, 2020, respectively, compared to the corresponding periods in 2019. The decrease in segment profit for the three and six months ended June 30, 2020 primarily reflects the decline in net sales as well as unfavorable foreign currency translation, offset in part by our temporary cost savings initiatives.
Other (amounts in thousands)
 Three months ended March 31,
 2020 2019 
%1)
Total net sales$122,828
 $124,857
 (2)%
Net sales to external customers$121,932
 $123,596
 (1)%
Segment profit$11,026
 $13,187
 (16)%
1) Represents U.S. dollar (decline) growth for net sales and segment profit.

Total net sales decreased 2% in U.S. dollars and was flat in local currencies during the three month period ended March 31, 2020 compared to the corresponding period in 2019. Total net sales to external customers decreased 1% in U.S. dollars and increased 1% in local currencies during the three month period ended March 31, 2020 compared to the corresponding period in 2019. The increase in net sales to external customers includes mixed results with certain regions experiencing reduced customer demand related to COVID-19.

Segment profit decreased $2.2 for the three months ended March 31, 2020 compared to the corresponding period in 2019. The decrease in segment profit is primarily related to unfavorable foreign currency translation and business mix.measures.
Liquidity and Capital Resources
Liquidity is our ability to generate sufficient cash flows from operating activities to meet our obligations and commitments. In addition,Sources of liquidity includes, cash flows from operating activities, available borrowings under our Credit Agreement, the ability to obtain appropriate financing and our cash and cash equivalent balances. Currently, our liquidity needsfinancing requirements are primarily driven by working capital requirements, capital expenditures, share repurchases and acquisitions.
Cash provided by operating activities totaled $65.5$248.8 million during the threesix months ended March 31,June 30, 2020, compared to $98.8$225.9 million in the corresponding period in 2019. The decrease inincrease for the six months ended June 30, 2020 includes higher tax paymentsbenefited from the timing of approximately $13 million. Changesworking capital including strong cash collections. This was partly offset by changes in inventories also

reduced cash flow during the threesix months ended March 31,June 30, 2020 versus the prior year comparable period by approximately $8 million as we increased inventory levels given uncertainties related to potential COVID-19 implications on our global supply chain. Cash flowflows provided by operating activities waswere also reduced by our lower net earnings as compared to the prior year period.
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 $18.8$37.1 million for the threesix months ended March 31,June 30, 2020 compared to $22.3$44.7 million in the corresponding period in 2019. We expect to make net investments in new or expanded manufacturing facilities of $15 million to $20 million over the next two years.





Senior Notes and Credit Facility Agreement

Our debt consisted of the following at March 31,June 30, 2020:
 March 31, 2020
 U.S. Dollar 
Other Principal
Trading
Currencies
 Total
3.67% $50 million ten-year Senior Notes due December 17, 2022$50,000
 $
 $50,000
4.10% $50 million ten-year Senior Notes due September 19, 202350,000
 
 50,000
3.84% $125 million ten-year Senior Notes due September 19, 2024125,000
 
 125,000
4.24% $125 million ten-year Senior Notes due June 25, 2025125,000
 
 125,000
3.91% $75 million ten-year Senior Notes due June 25, 202975,000
 
 75,000
3.19% $50 million fifteen-year Senior Notes due January 24, 203550,000
 
 50,000
1.47% Euro 125 million fifteen-year Senior Notes due June 17, 2030
 139,229
 139,229
1.30% Euro 135 million fifteen-year Senior Notes due November 6, 2034
 150,368
 150,368
Senior notes debt issuance costs, net(1,106) (1,126) (2,232)
Total Senior Notes473,894
 288,471
 762,365
$1.1 billion Credit Agreement, interest at LIBOR plus 87.5 basis points668,997
 81,425
 750,422
Other local arrangements1,286
 55,345
 56,631
Total debt1,144,177
 425,241
 1,569,418
Less: current portion(1,053) (55,345) (56,398)
Total long-term debt$1,143,124
 $369,896
 $1,513,020

 June 30, 2020
 U.S. Dollar Other Principal Trading Currencies Total
3.67% $50 million ten-year Senior Notes due December 17, 2022$50,000
 $
 $50,000
4.10% $50 million ten-year Senior Notes due September 19, 202350,000
 
 50,000
3.84% $125 million ten-year Senior Notes due September 19, 2024125,000
 
 125,000
4.24% $125 million ten-year Senior Notes due June 25, 2025125,000
 
 125,000
3.91% $75 million ten-year Senior Notes due June 25, 202975,000
 
 75,000
3.19% $50 million fifteen-year Senior Notes due January 24, 203550,000
 
 50,000
1.47% Euro 125 million fifteen-year Senior Notes due June 17, 2030
 140,245
 140,245
1.30% Euro 135 million fifteen-year Senior Notes due November 6, 2034
 151,464
 151,464
Debt issuance costs, net(1,051) (1,105) (2,156)
Total Senior Notes473,949
 290,604
 764,553
$1.1 billion Credit Agreement, interest at LIBOR plus 97.5 basis points299,997
 81,080
 381,077
Other local arrangements2,723
 51,822
 54,545
Total debt776,669
 423,506
 1,200,175
Less: current portion(1,763) (51,822) (53,585)
Total long-term debt$774,906
 $371,684
 $1,146,590
As of March 31,June 30, 2020, approximately $342.9$712.1 million of additional borrowings was available under our Credit Agreement, and we maintained $323.6$127.3 million of cash and cash equivalents. Changes in exchange rates between the currencies in which we generate cash flows and the currencies in which our borrowings are denominated affect our liquidity. In addition, because we borrow in a variety of currencies, our debt balances fluctuate due to changes in exchange rates. Further, we do not have any downgrade triggers relatingrelated to ratings from rating agencies that would accelerate the maturity dates of our debt.

We were in compliance with its debt covenants at June 30, 2020.
We currently believe that cash flow from operating activities, together with liquidity available under our Credit Agreement and local working capital facilities and our cash balances, will be sufficient to fund currently anticipated working capital needs and capital spending requirements for the foreseeable future.

On January 24, 2020, we issued $50 million fifteen-year Senior notes with a fixed interest rate of 3.19%, which will mature January 24, 2035. The terms of the Senior Notes are consistent with the previous issued Senior Notes as described in our Annual Report on Form 10-K for the year ended December 31, 2019. We used the proceeds from the sale of the notes to refinance existing indebtedness and for other general corporate purposes.


We continue to explore potential acquisitions. In connection with any acquisition, we may incur additional indebtedness. During the three monthssix month ended March 31,June 30, 2019, we paid $10 million related to the settlement of the Biotix acquisition contingent consideration as further described in Note 4 of our Annual Report on Form 10-K for the year ended December 31, 2019.

In April 2018, two of the Company'sour non-U.S. pension plans issued loans totaling $39.6 million (Swiss franc 38 million) to a wholly owned subsidiary of the Company. The loans have the same terms and conditions which include an interest rate of Swiss franc LIBOR plus 87.5 basis points. The loans were renewed for one year in April 2020.

Share Repurchase Program

In November 2018, the Company's Board of Directors authorized an additional $2.0 billion to the share repurchase program which has $1.1 billion of remaining availabilitycommon shares to be repurchased under the program as of March 31,June 30, 2020. The share repurchases are expected to be funded from cash generated from operating activities, borrowings, and existing cash balances.

Repurchases will be made through open market transactions, and the amount and timing of purchases will depend on business and market conditions, the stock price, trading restrictions, the level of acquisition activity, and other factors.
We did not repurchase any shares in the three month period ended June 20, 2020, and have purchased 28.9 million common shares since the inception of the program in 2004 through March 31,June 30, 2020. During both the threesix months ended March 31,June 30, 2020 and 2019, we spent $200.0$200 million and $186.3$372.5 million on the repurchase of 268,161 shares and 290,429539,326 shares at an average price per share of $745.80 and $641.27,$690.66, respectively. We also reissued 50,372114,109 shares and 171,752226,595 shares held in treasury forupon the exercise of stock options and vesting of restricted stock units during the threesix months ended March 31,June 30, 2020 and 2019, 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 decrease. We also have significantly more sales in the euro than we do expenses. When the euro weakens against the U.S. dollar and Swiss franc, our earnings also decrease.decreases. We estimate a 1% strengthening of the Swiss franc against the euro would reduce our earnings before tax by approximately $1.6 million to $1.8 million annually.
We also conduct business in many geographies throughout the world, including Asia Pacific, the United Kingdom, Eastern Europe, Latin America, and Canada. Fluctuations in these currency exchange rates against the U.S. dollar can also affect our operating results. The most significant of these currency exposures is the Chinese Renminbi. The impact on our earnings before tax of the Chinese Renminbi weakening 1% against the U.S. dollar is a reduction of approximately $1.7 million to $1.9 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 Swiss franc. Based on our outstanding debt at March 31,June 30, 2020, we estimate that a 5% weakening of the U.S. dollar against the currencies in which our debt is denominated would result in an increase of approximately $22.4$22.3 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, including statements about expected revenue growth and long-term impacts of the COVID-19 pandemic. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or “continue.”
We make forward-looking statements about future events or our future financial performance, including earnings and sales growth, earnings per share, strategic plans and contingency plans, growth opportunities or economic downturns, our ability to respond to changes in market conditions, customer demand, our competitive position, pricing, our supply chain, adequacy of our facilities, access to and the costs of raw materials, shipping and supplier costs, gross margins, planned research and development efforts and product introductions, capital expenditures, cash flow, tax-related matters, the impact of foreign currencies, compliance with laws, effects of acquisitions, and the impact of the COVID-19 pandemic on our businesses.
Our forward-looking statements may not be accurate or complete, and we do not intend to update or revise them in light of actual results. New risks also periodically arise. Please consider the risks and factors that could cause our results to differ materially from what is described in our forward-looking statements, including the uncertain duration and severity of the COVID-19 pandemic. See in particular “Factors Affecting Our Future Operating Results” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2019 and other reports filed with the SEC from time to time.

Item 3.Quantitative and Qualitative Disclosures About Market Risk
As of March 31,June 30, 2020, 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, 2019.2019.

Item 4.Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer, have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended March 31,June 30, 2020 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 three and six months ended March 31,June 30, 2020 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, 2019, except the following update.

The COVID-19 outbreak has and will likely continue to negatively affect various aspects of our business, including our workforce and supply chain, and make it more difficult and expensive to meet our obligations to our customers, and has and will likely continue to result in reduced demand from our customers as their businesses may also be negatively affected.

Our global operations are susceptible to global events that could have an adverse effect on our business results and financial condition.

For instance, we are susceptible to a widespread outbreak of an illness or other health issue, such as the ongoing 2019 Coronavirus outbreak ("COVID-19"), and which now has since spread globally, resulting in millions of confirmed cases throughout the world and in all countries where we conduct business. The outbreak has caused many governments to implement stay-at-home orders, quarantines and significant restrictions on travel. Several governments have also implemented work restrictions that prohibit many employees from going to their customary work locations and which require these employees to work remotely if possible. The quarantines, travel bans, work and other restrictions were initially put in place on a national level in China in January 2020, and with the global spread of the virus, subsequently adopted in many other countries and regions throughout the first quarterhalf of 2020 with many restrictions commencing in Asia Pacific, Europe, North America and LatinSouth America. Many of these restrictions remained in place during the second quarter of 2020.

As a result of pandemic outbreaks, including COVID-19, businesses can be shut down, supply chains can be interrupted, slowed, or rendered inoperable, and individuals can become ill, quarantined, or otherwise unable to work and/or travel due to health reasons or governmental restrictions. COVID-19 interferes with general commercial activity related to our supply chain and customer base. In addition, it is expected that COVID-19 will negatively affect the global economy and our customers' businesses, which will result in delayed or reduced purchases from us. Some customers may also have difficulty meeting their payment obligations to us, resulting in late payments or an inability of some customers to make payments at all.

During the three and six months ended March 31,June 30, 2020, COVID-19 had a negative impact on our business, primarily related to reduced global customer demanddemand. We remain cautious as uncertainties related to COVID-19 and the resulting impact to the economy continues in China as well as in other regions.all regions of the world and market conditions may also change quickly. With the global spread of the virus and related negative impact to the global economy, we expect reduced global sales volume from lower customer demand in future quarters. Our operations could be negatively affected further if our employees who are currently not subject to stay-at-home or work restriction orders are quarantined or become ill as a result of exposure to COVID-19, or if they become subject to governmental COVID-19 curfews or stay-at-home orders. The longer-term effects on our business will be impacted by the global economy and any recession implications in different regions of the world. While it is extremely difficult to estimate the extent and duration of any COVID-19 implications, the effects on our business, results of operations and financial condition could be material.

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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)
 
 
 January 1 to January 31, 202080,471
$814.05
80,471
$1,267,915
 February 1 to February 29, 202085,990
$761.41
85,990
$1,202,440
 March 1 to March 31, 2020101,700
$678.59
101,700
$1,133,425
 Total268,161
$745.80
268,161
$1,133,425
  (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, 2020
$

$1,133,425
 May 1 to May 31, 2020
$

$1,133,425
 June 1 to June 30, 2020
$

$1,133,425
 Total
$

$1,133,425

The Company has a share repurchase program of which there wasis $1.1 billion of remaining to repurchase common shares remaining to be repurchased under the program as of March 31,June 30, 2020. We have purchased 28.9 million shares since the inception of the program through March 31,June 30, 2020.
During both
We did not repurchase any shares in the three month period ended June 30, 2020. During the six months ended March 31,June 30, 2020 and 2019, we spent $200.0$200 million and $186.3$372.5 million on the repurchase of 268,161 and 290,429539,326 shares at an average price per share of $745.80 and $641.27,$690.66, respectively. We also reissued 50,372114,109 shares and 171,752226,595 shares held in treasury forupon the exercise of stock options and vesting of restricted stock units forduring the threesix months ended March 31,June 30, 2020 and 2019, respectively.
Item 3.
Defaults Upon Senior Securities. None
Item 5.
Other information. None
Item 6.
Exhibits. See Exhibit Index.Index below.

EXHIBIT INDEX

Exhibit No. Description
    
 
    
 
    
 
    
 101.INS*XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
    
 101.SCH*XBRL Taxonomy Extension Schema Document
    
 101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document
    
 101.LAB*XBRL Taxonomy Extension Label Linkbase Document
    
 101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document
    
 101.DEF*XBRL Taxonomy Extension Definition Linkbase Document
_______________________
*    Filed herewith

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:May 8,July 31, 2020 By:  /s/ Shawn P. Vadala 
       
    Shawn P. Vadala 
    Chief Financial Officer  


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