Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.



On December 16, 2022, Mettler-Toledo International Inc. (the "Company") entered
into a Note Purchase Agreement with the accredited institutional investors named
therein (the "Agreement"). Pursuant to the Agreement, the Company will issue and
sell, in a private placement, $150 million aggregate principal amount of its
5.45% Series 2023-A Senior Notes due March 1, 2033 (the "Notes") on March 1,
2023.

The Notes bear interest at a fixed rate of 5.45% and mature on March 1, 2033. Interest is payable semi-annually on March 1 and September 1 of each year, beginning on September 1, 2023.



The Company may at any time prepay the Notes, in whole or in part, at a price
equal to: 100% of the principal amount thereof; plus accrued and unpaid
interest; plus, in some instances, a "make-whole" prepayment premium. In the
event of a change in control (as defined in the Agreement) of the Company, the
Company may be required to offer to prepay the Notes at a price equal to 100% of
the principal amount thereof, plus accrued and unpaid interest.

The Agreement contains customary affirmative and negative covenants for
agreements of this type including, among others, limitations on the Company and
its subsidiaries with respect to incurrence of liens and priority indebtedness,
disposition of assets, mergers, and transactions with affiliates. The Agreement
also requires the Company to maintain a consolidated interest coverage ratio of
more than 3.00 to 1.00 and a consolidated net leverage ratio of less than (a)
3.50 to 1.00 or (b) during an Acquisition Holiday Period (as defined in the
Agreement), 4.00 to 1.00. The Agreement contains customary events of default
with customary grace periods, as applicable

The Notes are senior unsecured obligations of the Company. The Company may use
the proceeds from the sale of Notes to refinance existing indebtedness and for
other general corporate purposes.

The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of the Agreement,
which is filed as Exhibit 4.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits



  (d) Exhibits

Exhibit No.              Description
       4.1                 Note Purchase Agreement dated as of December 16, 2022
       104               Cover Page Interactive Data File (embedded within

the Inline XBRL document).*



                         * Submitted electronically with this Report in

accordance with the provisions


                         of Regulation S-T.

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