Item 2.02 Results of Operations and Financial Condition


  The following information is furnished pursuant to Item 2.02, "Results of
Operations and Financial Condition." The information furnished in this Form 8-K
and the Exhibit attached hereto shall not be treated as filed for purposes of
the Securities Exchange Act of 1934, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, except as shall be
expressly set forth by specific reference in such filing.
  On February 4, 2021 Mettler-Toledo International Inc. ("Mettler-Toledo")
issued a press release (the "Release") setting forth its financial results for
the three and twelve months ended December 31, 2020. A copy of the Release is
furnished hereto as Exhibit 99.1 to this report.

Non-GAAP Financial Measures

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

Adjusted Earnings per Share

Mettler-Toledo defines Adjusted Earnings per Share as diluted earnings per
common share excluding certain non-recurring discrete tax items, amortization of
purchased intangible assets, net of tax, restructuring charges, net of tax and
certain other one-time charges, net of tax. The most directly comparable U.S.
GAAP financial measure is diluted earnings per common share.
  Mettler-Toledo believes that Adjusted Earnings per Share is important
supplemental information for investors. Mettler-Toledo uses this measure because
it excludes certain non-recurring discrete tax items, amortization of purchased
intangibles, net of tax, restructuring charges, net of tax and certain other
one-time charges, net of tax, which management believes are not directly related
to current and ongoing operations thereby providing investors with information
that helps to compare ongoing operating performance.
  Adjusted Earnings per Share is used in addition to and in conjunction with
results presented in accordance with U.S. GAAP. Adjusted Earnings per Share is
not intended to represent diluted earnings per common share under U.S. GAAP and
should not be considered as an alternative to diluted earnings per common share
as an indicator of Mettler-Toledo's performance because of the following
limitations.

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

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


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

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Adjusted Operating Profit

Mettler-Toledo defines Adjusted Operating Profit as gross profit less research
and development and selling, general and administrative expenses before
amortization, interest, restructuring charges and other charges (income), net
and taxes. The most directly comparable U.S. GAAP financial measure is earnings
before taxes.
  Mettler-Toledo believes that Adjusted Operating Profit is important
supplemental information for investors. Adjusted Operating Profit is used
internally as the principal profit measurement by its segments in their
reporting to management. Mettler-Toledo uses this measure because it excludes
amortization, interest, restructuring charges and other charges (income), net
and taxes, which are not allocated to the segments.
  On a consolidated basis, Mettler-Toledo also believes Adjusted Operating
Profit is an important supplemental method of measuring profitability. It is
used internally by senior management for measuring profitability and setting
performance targets for managers, and has historically been used as one of the
means of publicly providing guidance on possible future results. Mettler-Toledo
also believes that Adjusted Operating Profit is an important performance measure
because it provides a measure of comparability to other companies with different
capital or legal structures, which accordingly may be subject to disparate
interest rates and effective tax rates, and to companies which may incur
different amortization expenses or impairment charges related to intangible
assets.

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

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

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

            It excludes amortization expense. Because this item is

recurring, any measure that


             excludes amortization expense has material limitations.
•            It does not include interest expense. Because Mettler-Toledo

has borrowed money to


             finance some of its operations, interest is a necessary and

ongoing part of its


             costs and has assisted Mettler-Toledo in generating revenue.

Therefore any measure


             that excludes interest expense has material limitations.
•            It excludes restructuring charges. Because restructuring

charges are a component of


             operating income under U.S. GAAP, any measure that excludes

restructuring charges,


             has material limitations.
•            It excludes other charges (income), net. Because other

charges (income), net is a


             component of operating income under U.S. GAAP, any measure

that excludes other


             charges (income), net, has material limitations.

Adjusted Free Cash Flow

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


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


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

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

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

            It includes proceeds from the sale of property, plant and

equipment and purchases


             of property, plant and equipment, which are not considered to

be components of net


             cash provided by operating activities under U.S. GAAP.

Therefore any measure that


             includes proceeds from the sale of property, plant and

equipment and purchases of


             property, plant and equipment has material limitations.
•            It excludes restructuring, acquisition cost, and Transition

Tax payments, which are


             considered to be components of net cash provided by operating

activities under U.S.


             GAAP. Therefore any measure that excludes these items has

material limitations.

Local Currency Sales Growth

Mettler-Toledo defines Local Currency Sales Growth as sales growth excluding
the effect of currency exchange rate fluctuations that result from translating
activity outside of the United States into U.S. dollars. The most directly
comparable U.S. GAAP financial measure is U.S. dollar sales growth.
  Mettler-Toledo believes that Local Currency Sales Growth is important
supplemental information for investors. Mettler-Toledo believes local currency
information provides a helpful assessment of business performance and a useful
measure of results between periods.
  Local Currency Sales Growth is used in addition to and in conjunction with
results presented in accordance with U.S. GAAP. Local Currency Sales Growth is
not intended to represent U.S. dollar sales growth under U.S. GAAP and should
not be considered as an alternative to U.S. dollar sales growth as an indicator
of Mettler-Toledo's performance because of the following limitations.

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

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


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


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  Adjusted Earnings per Share, Adjusted Operating Profit, Adjusted Free Cash
Flow and Local Currency Sales Growth should not be relied upon to the exclusion
of U.S. GAAP financial measures, but reflect additional measures of
comparability and means of viewing aspects of Mettler-Toledo's operations that,
when viewed together with its U.S. GAAP results and the accompanying
reconciliations to net earnings, net cash provided by operating activities and
diluted earnings per share, provide a more complete understanding of factors and
trends affecting its business.
  Because Adjusted Earnings per Share, Adjusted Operating Profit, Adjusted Free
Cash Flow and Local Currency Sales Growth are not standardized, it may not be
possible to compare with other companies' non-GAAP financial measures having the
same or similar names. We strongly encourage investors to review our financial
statements and publicly filed reports in their entirety and not to rely on any
single financial measure.
  The Release provides a reconciliation of Adjusted Earnings per Share, Adjusted
Operating Profit and Adjusted Free Cash Flow to the most comparable financial
measures recorded under U.S. GAAP. The Release also presents Local Currency
Sales Growth in conjunction with its most comparable financial measure recorded
under U.S. GAAP.


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Item 9.01 Financial Statements and Exhibits



Exhibit No.              Description
                           Press release, dated     February 4    , 202

1 issued by Mettler-Toledo


  99.1                   International Inc.
104                      Cover Page Interactive Data File (embedded within

the Inline XBRL document).*



                         * Submitted electronically with this Report in

accordance with the provision of


                         Regulation S-T.




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