Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On May 18, 2021, 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, $125 million aggregate principal amount of its
2.83% Series 2021-A Senior Notes due July 22, 2033 (the "Notes") on July 22,
2021.

The Notes bear interest at a fixed rate of 2.83% and mature on July 22, 2033. Interest is payable semi-annually on January 22 and July 22 of each year, beginning on January 22, 2022.



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 3.5 to 1.0 and a consolidated leverage ratio of less than 3.5 to 1.0.
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 May 18, 2021 by and among
                         Mettler-Toledo International Inc., Gibraltar

Universal Life Reinsurance


                         Company, Highmark Inc., Pruco Life Insurance

Company, The Prudential

Insurance Company of America, American General

Life Insurance Company, The

Variable Annuity Life Insurance Company, Athene

Annuity & Life Assurance


                         Company, American Equity Investment Life Insurance

Company, Athene Annuity


                         and Life Company, Venerable Insurance and Annuity

Company, The Lincoln


                         National Life Insurance Company, Lincoln Life &

Annuity Company of New York,

Zurich American Insurance Company, Metropolitan

Life Insurance Company,

Metlife Insurance K.K., The Northwestern Mutual

Life Insurance Company, The

Northwestern Mutual Life Insurance Company for its

Group Annuity Separate


                         Account, Connecticut General Life Insurance

Company and Cigna Health and Life

Insurance Company.
       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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