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What changed in Mettler Toledo's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Mettler Toledo's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+253 added−261 removedSource: 10-K (2026-02-06) vs 10-K (2025-02-07)

Top changes in Mettler Toledo's 2025 10-K

253 paragraphs added · 261 removed · 219 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe employ people of more than 100 nationalities. We promote diversity and we encourage all employees, inclusive of all our demographics, to take on more responsibilities and management positions. As of December 31, 2024, approximately 36% of our global employee headcount was female, with approximately 29% holding management positions.
Biggest changeWe promote inclusion and we encourage all employees to take on more responsibilities and management positions. As of December 31, 2025, approximately 36% of our global employee headcount was female, with approximately 30% holding management positions. We place great emphasis on performance management, training, and developing our employees across all levels and regions.
We do this in five key areas: (1) keeping our operations sustainable over the 10 Table of Contents long term by ensuring we use resources efficiently, (2) helping our customers to be sustainable in their businesses by offering sustainable products and services, (3) promoting responsible practices within our supply chain, (4) ensuring an engaged workforce through fair, attractive, safe, and development-minded workplaces (see Employees section above), and (5) following corporate governance best practices.
We do this in five key areas: (1) keeping our operations sustainable over the long term by ensuring we use resources efficiently, (2) helping our customers to be sustainable in their businesses by offering sustainable products and services, (3) promoting responsible 10 Table of Contents practices within our supply chain, (4) ensuring an engaged workforce through fair, attractive, safe, and development-minded workplaces (see Employees section above), and (5) following corporate governance best practices.
Severe workplace accidents are rare and there has been one fatality from an occupational incident related to a motor vehicle accident in the past five years. We believe our employee relations are good, and we have not suffered any material employee work stoppage or strike during the last five years.
Severe workplace accidents are rare and there has been one fatality from an occupational incident related to a motor vehicle accident in the past five years. We believe our employee relations are positive, and we have not suffered any material employee work stoppage or strike during the last five years.
We have a diversified customer base, with no single end-customer accounting for more than 1% of 2024 net sales. Sales and Service Market Organizations We maintain geographically focused market organizations around the world that are responsible for all aspects of our sales and service.
We have a diversified customer base, with no single end-customer accounting for more than 1% of 2025 net sales. Sales and Service Market Organizations We maintain geographically focused market organizations around the world that are responsible for all aspects of our sales and service.
Intellectual Property We hold over 5,400 patents and trademarks (including pending applications), primarily in the United States, Switzerland, China, the European Union, Germany, the United Kingdom, Italy, France, Japan, South Korea, Brazil, and India. Our products generally incorporate a wide variety of technological innovations, some of which are protected by patents of various durations.
Intellectual Property We hold over 5,600 patents and trademarks (including pending applications), primarily in the United States, Canada, Switzerland, China, the European Union, Germany, the United Kingdom, Italy, France, Japan, South Korea, Brazil, and India. Our products generally incorporate a wide variety of technological innovations, some of which are protected by patents of various durations.
The retail business accounted for approximately 5% of our net sales in 2024, 6% in 2023, and 5% in 2022. 7 Table of Contents Customers and Distribution Our principal customers include companies in the following key end-markets: the life science industry (pharmaceutical and biotech companies, as well as independent research organizations and testing labs); food manufacturers; chemical, specialty chemicals, and cosmetics companies; the academic community; food retailers; the transportation and logistics industry; the metals industry; and the electronics industry.
The retail business accounted for approximately 5% of our net sales in 2025 and 2024, compared to 6% in 2023. 7 Table of Contents Customers and Distribution Our principal customers include companies in the following key end-markets: the life science industry (pharmaceutical and biotech companies, as well as independent research organizations and testing labs); food manufacturers; chemical, specialty chemicals, and cosmetics companies; the academic community; food retailers; the transportation and logistics industry; the metals industry; and the electronics industry.
Traditionally, sales in the first quarter are slightly lower than, and sales in the fourth quarter are slightly higher than, sales in the second and third quarters. Prior to 2023, fourth quarter sales have historically generated approximately 27% to 30% of our net sales.
Traditionally, sales in the first quarter are slightly lower than, and sales in the fourth quarter are slightly higher than, sales in the second and third quarters. Fourth quarter sales have historically generated approximately 27% to 30% of our net sales.
At December 31, 2024, our sales and service group consisted of approximately 9,000 employees in sales, marketing and customer service (including related administration), and post-sales technical service, located in approximately 40 countries. This field organization has the capability to provide service and support to our customers and distributors in major markets across the globe.
At December 31, 2025, our sales and service group consisted of approximately 9,300 employees in sales, marketing and customer service (including related administration), and post-sales technical service, located in approximately 40 countries. This field organization has the capability to provide service and support to our customers and distributors in major markets across the globe.
Service (representing service contracts, on-demand services, and replacement parts) accounted for approximately 24% of our net sales in 2024, 23% in 2023, and 20% in 2022. 8 Table of Contents Beyond revenue opportunities, we believe service is a key part of our solution offering and helps significantly in customer retention.
Service (representing service contracts, on-demand services, and replacement parts) accounted for approximately 25% of our net sales in 2025, 24% in 2024, and 23% in 2023. 8 Table of Contents Beyond revenue opportunities, we believe service is a key part of our solution offering and helps significantly in customer retention.
The industrial instruments and related service business accounted for approximately 39% of our net sales in 2024 and 2023 and 38% in 2022.
The industrial instruments and related service business accounted for approximately 39% of our net sales in 2025, 2024 and 2023.
Our laboratory instruments have leading-edge embedded software and we also offer LabX, our laboratory software platform to manage and analyze data generated by our instruments. The laboratory instruments and related service business accounted for approximately 56% of our net sales in 2024, 55% in 2023, and 57% in 2022.
Our laboratory instruments have leading-edge embedded software and we also offer LabX, our laboratory software platform to manage and analyze data generated by our instruments and automate workflows. The laboratory instruments and related service business accounted for approximately 56% of our net sales in 2025 and 2024, compared to 55% in 2023.
Our business is geographically diversified, with net sales in 2024 derived 42% from North and South America, 28% from Europe, and 30% from Asia and other countries. Our customer base is also diversified by industry and by individual end-customer.
Our business is geographically diversified, with net sales in 2025 derived 42% from North and South America, 29% from Europe, and 29% from Asia and other countries. Our customer base is also diversified by industry and by individual end-customer.
Approximately 8,000 employees are represented by collective bargaining or another arrangement organized to represent employee interests. Sustainability Sustainability touches all aspects of our business, from designing, sourcing, and producing our products, to selling and delivering them to our customers, to handling them at the end of their lifecycle.
Approximately 9,500 employees are represented by collective bargaining or another arrangement organized to represent employee interests. Sustainability Sustainability touches all aspects of our business, from designing, sourcing, and producing our products, to selling and delivering them to our customers, providing after-sales services, and handling them at the end of their lifecycle.
Over the last three years, we have invested $551 million in research and development ($189 million in 2024, $185 million in 2023, and $177 million in 2022), which is approximately 5% of net sales for each year.
Over the last three years, we have invested $574 million in research and development ($199 million in 2025, $189 million in 2024, and $185 million in 2023), which is approximately 5% of net sales for each year.
We place great emphasis on performance management, training, and developing our employees across all levels and regions. During 2024, approximately 93% of employees completed one or more training courses, including part-time and temporary personnel. Lastly, we have local safety programs in place in all relevant units, and select locations have implemented a certified work safety management system.
During 2025, approximately 91% of employees completed one or more training courses, including part-time and temporary personnel. Lastly, we have local safety programs in place in all relevant units, and select locations have implemented a certified work safety management system.
Employees Our total global workforce was approximately 17,300, consisting of 16,000 employees and 1,300 temporary personnel, as of December 31, 2024, and includes approximately 6,200 in Europe, 4,800 in North and South America, and 6,300 in Asia and other countries. We are proud of our corporate culture and our talented employees.
Employees Our total global workforce was approximately 18,100, consisting of 16,600 employees and 1,500 temporary personnel, as of December 31, 2025, and includes approximately 6,200 in Europe, 5,200 in North and South America, and 6,700 in Asia and other countries. We are proud of our corporate culture and our talented employees.
We endeavor to continue to provide an attractive work environment and keep our employees fully engaged. We know that our future success depends on attracting, developing, and retaining the best employees. We promote equal opportunity and inclusiveness worldwide and value diversity in our global workforce, which reflects the diversity in the many communities in which we operate internationally.
We endeavor to continue to provide an attractive work environment and keep our employees fully engaged. We know that our future success depends on attracting, developing, and retaining the best employees. We promote equal opportunity and inclusiveness worldwide and value our employees around the world. We employ people of almost 100 nationalities.
We estimate that we have more than 90% of our users on the program, and we will continue to implement additional locations and functionality over the coming years.
We also are largely standardizing our key business processes. The systems and processes have been implemented in most of our operations on a staggered basis over a multi-year period. We estimate that we have more than 95% of our users on the program, and we will continue to implement additional locations and functionality over the coming years.
We also have goals relating to waste, including reducing our waste intensity by 20% and achieving zero waste to landfill, in each case by 2025. Furthermore, we are committed to greenhouse gas emission reduction targets in line with what the latest climate science deems necessary to meet the goals of the 2015 Paris Agreement on climate change.
We also have goals relating to waste, including reducing our waste intensity by 20% and achieving zero waste to landfill, in each case achieved in 2025. Furthermore, we strive to make our products and packaging increasingly sustainable and have committed to greenhouse gas emission reduction targets with respect to Scopes 1, 2, and 3.
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We also are largely standardizing our key business processes. The implementation of the systems and processes has been proceeding on a staggered basis over a multi-year period. We have implemented the Blue Ocean program in our operations in the U.S., China, most of Asia Pacific, and most of Europe.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe operate in highly competitive markets, and it may be difficult for us to preserve operating margins, gain market share, and maintain a technological advantage. Our markets are highly competitive. Many are fragmented both geographically and by application, particularly the industrial and food retailing markets.
Biggest changeFor example, recent cuts in U.S. governmental funding related to medical and scientific research has economically impacted government agencies and academic institutions who were the recipients of this funding in the past. We operate in highly competitive markets, and it may be difficult for us to preserve operating margins, gain market share, and maintain a technological advantage.
We have a revolving credit facility outstanding under which the Company and certain of its subsidiaries may borrow up to $1.35 billion. Our credit facility is provided by a group of 13 financial institutions, which individually have between 4.4% and 11.1% of the total funding commitment.
We have a revolving credit facility outstanding under which the Company and certain of its subsidiaries may borrow up to $1.35 billion. Our credit facility is provided by a group of 13 financial institutions, which individually have between 4% and 11% of the total funding commitment.
These concerns could lead to the re-introduction of individual currencies in one or more Eurozone countries or, in more extreme circumstances, the possible dissolution of the euro currency entirely. Should the euro dissolve entirely, the legal and contractual consequences for holders of euro-denominated obligations would be determined by laws in effect at such time.
These concerns and issues could lead to the re-introduction of individual currencies in one or more Eurozone countries or, in more extreme circumstances, the possible dissolution of the euro currency entirely. Should the euro dissolve entirely, the legal and contractual consequences for holders of euro-denominated obligations would be determined by laws in effect at such time.
As we introduce AI and machine learning into our technology platform (as well as those of our customers through provision of our services), we could become subject to these new regulations, which may be difficult to comply with. Some of our competitors may not be required to comply, which would put us at a competitive disadvantage.
As we introduce AI and machine learning into our technology platform (as well as those of our customers through provision of our services), we could become subject to these new regulations, which may be difficult to comply with. Some of our competitors may not be required to comply with similar regulations, which would put us at a competitive disadvantage.
It may be expensive to resolve these issues, even though some of these risks are covered by insurance policies. More importantly, customers may switch to competitors and may not return to us even if we resolve the interruption. Our business would suffer if we were unable to obtain supplies of material.
It may be expensive to resolve these issues, and some of these risks are not covered by insurance policies. More importantly, customers may switch to competitors and may not return to us even if we resolve the interruption. Our business would suffer if we were unable to obtain supplies of material.
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 $2.3 million to $2.6 million annually.
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 $2.2 million to $2.6 million annually.
Historically, we also have experienced higher inflation in China, Eastern Europe, India, and Brazil. To date, these inflationary conditions have not had a material effect on our operating results. However, given our presence in China, Eastern Europe, India, and Brazil, these inflationary conditions could have a greater impact on our operating results.
Historically, we also have experienced higher inflation in China, Eastern Europe, India, and Brazil. To date, these inflationary conditions have not had a material effect on our operating results. However, given our presence in China, Eastern Europe, India, and Brazil, conditions in these regions could have a greater impact on our operating results.
For instance, federal, international, state, and local regulatory and legislative bodies are increasingly focused on combating and/or limiting the effects of climate change 24 Table of Contents through a variety of means, including regulating greenhouse gas (GHG) emissions, implementing policies mandating or promoting the use of renewable or zero-carbon energy and sustainability initiatives, and additional taxes on fuel and energy.
For instance, federal, international, state, and local regulatory and legislative bodies are increasingly focused on combating and/or limiting the effects of climate change 23 Table of Contents through a variety of means, including regulating greenhouse gas (GHG) emissions, implementing policies mandating or promoting the use of renewable or zero-carbon energy and sustainability initiatives, and additional taxes on fuel and energy.
If we experience any significant disruption in these facilities for any reason, such as global supply chain and production issues, changes in third-party service providers, pandemics, strikes or other labor unrest, labor shortages, power interruptions, cybersecurity attacks, fire, earthquakes, hurricanes, floods, rising water levels, other weather events or natural disasters (including the potential impacts of climate change), or other events beyond our control, 17 Table of Contents we may be unable to satisfy customer demand for our products or services resulting in lost sales.
If we experience any significant disruption in these facilities for any reason, such as global supply chain and production issues, changes in third-party service providers, pandemics, strikes or other labor unrest, labor shortages, power interruptions, cybersecurity attacks, fire, earthquakes, hurricanes, floods, rising water levels, other weather events or natural disasters (including the potential impacts of climate change), or other events beyond our control, we may be unable to satisfy customer demand for our products or services resulting in lost sales.
For instance, it is expected that laws and regulations around the use of artificial intelligence (AI) and machine learning tools will increase over the next few years, but it is unknown at this time what these laws and regulations will address and how and whether they will be adopted globally.
For instance, it is expected that laws and regulations around the use of AI and machine learning tools will increase over the next few years, but it is unknown at this time what these laws and regulations will address and how and whether they will be adopted globally.
If we cannot satisfy customers’ demands, we may lose business, and if we cannot meet new regulatory requirements, we may have to alter our sourcing at increased expense. 25 Table of Contents Our ability to generate and repatriate cash depends in part on factors beyond our control.
If we cannot satisfy customers’ demands, we may lose business, and if we cannot meet new regulatory requirements, we may have to alter our sourcing at increased expense. 24 Table of Contents Our ability to generate and repatriate cash depends in part on factors beyond our control.
Acceleration of our other indebtedness may cause us to be unable to make interest payments on the senior notes and repay the principal amount of the senior notes. 26 Table of Contents The lenders under our credit agreement may be unable to meet their funding commitments, reducing the amount of our borrowing capacity.
Acceleration of our other indebtedness may cause us to be unable to make interest payments on the senior notes and repay the principal amount of the senior notes. 25 Table of Contents The lenders under our credit agreement may be unable to meet their funding commitments, reducing the amount of our borrowing capacity.
If our implementation is flawed, we could suffer interruptions in operations and customer-facing activities that could harm our reputation and financial condition or cause us to lose data, experience reduced functionality, or have delays in reporting financial information.
If our implementation is flawed, we could suffer interruptions in operations and customer-facing activities that could harm our competitive position, reputation, and financial condition or cause us to lose data, experience reduced functionality, or have delays in reporting financial information.
The Organization for Economic Co-Operation and Development (OECD) has proposed changes to the current transfer pricing arm’s length standard for allocating profit as well as a 15% minimum tax by jurisdiction.
The Organization for Economic Co-Operation and Development (OECD) has adopted changes to the current transfer pricing arm’s length standard for allocating profit as well as a 15% minimum tax by jurisdiction.
When we upgrade or change systems, we may suffer interruptions in service, loss of data, or reduced functionality. A significant number of our systems are not redundant, and our disaster recovery planning is not sufficient for every eventuality. Any interaction with third-party systems increases cyber-attack risks.
When we upgrade or change systems, we may suffer interruptions in service, loss of data, or reduced functionality. A significant number of our systems are not redundant, and our disaster recovery planning is not sufficient for every 16 Table of Contents eventuality. Any interaction with third-party systems increases cyber attack risks.
In times of uncertainty, some customers delay investments or defer normal replacement cycles, which could have an adverse impact on our sales. The adoption and expansion of trade restrictions or other governmental action related to tariffs, trade agreements, or policies have the potential to adversely impact our business and financial performance.
In times of uncertainty, some customers delay investments or defer normal replacement cycles, which has an adverse impact on our sales. The adoption and expansion of trade restrictions or other governmental action related to tariffs, trade agreements, or policies have the potential to further adversely impact our business and financial performance.
Our ability to make payments on our debt and to fund our share repurchase program, planned capital expenditures, and research and development efforts depends on our ability to generate and repatriate cash in the future. This is subject to factors beyond our control, including general economic, financial, competitive, legislative, regulatory, governmental, and other factors described in this section.
Our ability to make payments on our debt and to fund our share repurchase program, planned capital expenditures, research and development efforts, and acquisitions depends on our ability to generate and repatriate cash. This is subject to factors beyond our control, including general economic, financial, competitive, legislative, regulatory, governmental, and other factors described in this section.
For example, although no single end-customer accounts for more than 1% of our revenues, if a number of our customers experienced significant deterioration in their financial positions concurrently, it could have an impact on our results of operations. 27 Table of Contents Some of our key internal assumptions include the following: • our ability to implement our business strategy; • our ability to implement price increases as forecasted; • the effectiveness of our sales and marketing programs such as our Spinnaker, market penetration, and Field Turbo initiatives; • the effectiveness of our programs to improve our service business, including growth, globalization, and productivity initiatives; • our ability to develop and deliver innovative products and services; • the continued growth of our sales in emerging markets; and • the effectiveness of our productivity and cost-saving initiatives.
For example, although no single end-customer accounts for more than 1% of our revenues, if a number of our customers experienced significant deterioration in their financial positions concurrently, it could have an impact on our results of operations. 26 Table of Contents Some of our key internal assumptions include the following: • our ability to implement our business strategy; • our ability to implement price increases as forecasted; • the effectiveness of our sales and marketing programs such as our Spinnaker, market penetration, and Field Turbo initiatives; • the effectiveness of our programs to improve our service business, including growth, globalization, and productivity initiatives; • our ability to develop and deliver innovative products and services; • the continued growth of our sales in emerging markets; • our ability to mitigate increase tariff costs; and • the effectiveness of our productivity and cost-saving initiatives.
In addition, there may be differences in inflation rates between countries where we incur the major portion of our costs and other countries where we sell products, which may limit our ability to recover increased costs. The competitive environment in which we operate may also limit our ability to recover higher costs through increased selling prices.
In addition, there may be 20 Table of Contents differences in inflation rates between countries where we incur the major portion of our costs and other countries where we sell products, which may limit our ability to recover increased costs. The competitive environment in which we operate may also limit our ability to recover higher costs through increased selling prices.
In addition to the currency risks discussed below, our international operations pose other potential substantial risks and problems for us, including the following: • recently reduced market demand in our core segments in China and the current economic conditions in this region; • local tariffs and trade barriers and the potential for retaliatory tariffs; • additions or revisions to a country's legal and regulatory requirements; • difficulties in staffing and managing local operations and/or mandatory salary increases; • credit risks arising from financial difficulties facing local customers and distributors; • difficulties in protecting intellectual property; • nationalization of private enterprises which may result in the confiscation of assets, as we hold significant assets around the world in the form of property, plant, and equipment, inventory, and accounts receivable, as well as $13.9 million of cash at December 31, 2024, in our Chinese subsidiaries; • restrictions on investments and/or limitations regarding foreign ownership; 14 Table of Contents • adverse tax consequences, including tax disputes and imposition or increase of withholding and other taxes on remittances and other payments by subsidiaries; • domestic purchasing requirements that could favor local competition; • other uncertain local economic, political, and social conditions, including inflation, hyper-inflation, and other decreases in purchasing power, or periods of low or no productivity growth; • reduced foreign investment and/or demand; • credit tightening or reduction in credit availability for local customers; • geopolitical topics within Asia and other regions; and • emerging markets can be volatile and change quickly.
In addition to the currency risks discussed below, our international operations pose other potential substantial risks for us, including the following: • recently reduced market demand in our core segments in China and the current economic conditions in this region; • local tariffs and trade barriers and the potential for retaliatory tariffs; • additions or revisions to a country's legal and regulatory requirements; • difficulties in staffing and managing local operations and/or mandatory salary increases; • credit risks arising from financial difficulties facing local customers and distributors; • difficulties in protecting intellectual property; • nationalization of private enterprises which may result in the confiscation of assets, as we hold significant assets around the world in the form of property, plant, and equipment, inventory, and accounts receivable, as well as $19.2 million of cash at December 31, 2025, in our Chinese subsidiaries; • restrictions on investments and/or limitations regarding foreign ownership; • adverse tax consequences, including tax disputes and imposition or increase of withholding and other taxes on remittances and other payments by subsidiaries; 14 Table of Contents • domestic purchasing requirements that could favor local competition; • other uncertain local economic, political, and social conditions, including inflation, hyper-inflation, and other decreases in purchasing power, or periods of low or no productivity growth, or effects of natural disasters or pandemics and epidemics; • reduced foreign investment and/or demand; • credit tightening or reduction in credit availability for local customers; • geopolitical topics within Asia and other regions; and • emerging markets can be volatile and change quickly.
China represents a significant portion of our business and financial results and has an important role in our global supply chain. For example, our Chinese operations accounted for 16% of sales to external customers, 29% of total segment profit, and approximately 30% of our global production during 2024.
China represents a significant portion of our business and financial results and has an important role in our global supply chain. For example, our Chinese operations accounted for 16% of sales to external customers, 29% of total segment profit, and approximately 29% of our global production during 2025.
If we fail to obtain a required license, we may be unable to sell some of our products, which could result in a decline in our revenues. We may be adversely affected by environmental laws and regulations. We are subject to various environmental laws and regulations and incur expenditures in complying with environmental laws and regulations.
If we fail to obtain a required license, we may be unable to sell some of our products, which could result in a decline in our revenues. We may be adversely affected by environmental and climate change laws, regulations, and expectations. We are subject to various environmental laws and regulations and incur expenditures in complying with environmental laws and regulations.
Our 22 Table of Contents effective tax rates and tax obligations could be adversely affected by changes in tax laws or rates (including the potential implementation of various U.S. tax proposals), changes in the mix of earnings by jurisdiction, changes in the valuation of deferred tax assets and liabilities, and material adjustments from tax audits.
Our effective tax rates and tax obligations could be adversely affected by changes in tax laws or rates (including the potential implementation of various U.S. tax proposals), changes in the mix of earnings by jurisdiction, changes in the valuation of deferred tax assets and liabilities, and material adjustments from tax audits.
In addition, our competitors are expected to continue to improve their technology infrastructure, as well as the technology services offered to their customers, including the use of artificial intelligence and machine learning solutions, to interact with suppliers, sell their products and services, and support and grow their customer base.
In addition, our competitors are expected to continue to improve their technology infrastructure, as well as the technology services offered to their customers, including the use of AI and machine learning solutions, to interact with suppliers, sell their products and services, and support and grow their customer base.
Climate change, or the effects of climate change, may negatively affect us. Climate change risks and evolving stakeholder expectations could negatively impact our business. Climate-related changes may increase the frequency and severity of natural disasters, such as extreme weather events, wildfires, rising temperatures, and shifting precipitation patterns.
Climate change, or the effects of climate change, may negatively affect us. Climate change risks could negatively impact our business. Climate-related changes may increase the frequency and severity of natural disasters, such as extreme weather events, wildfires, rising temperatures, and shifting precipitation patterns.
The cost of any litigation could affect our profitability regardless of the outcome, and management attention could be diverted. If we are unsuccessful in such litigation, we may have to pay damages, stop the infringing activity, and/or obtain a license.
The cost of litigation can affect our profitability regardless of the outcome, and management attention can be diverted. If we are unsuccessful in such litigation, we may have to pay damages, stop the infringing activity, and/or obtain a license.
To remain competitive, we must continue to make significant investments in research and development, sales and marketing, customer service and support, and operational excellence throughout our supply chain to ensure that our products do not become technologically obsolete over time. We cannot be sure that we will have sufficient resources to continue to make these investments.
To remain competitive, we must continue to make significant investments in research and development, sales and marketing, customer service and support, and operational excellence throughout 17 Table of Contents our supply chain to ensure that our products do not become technologically obsolete over time. We cannot be sure that we will have sufficient resources to continue to make these investments.
While the provision to alter the way profit is allocated by jurisdiction is not expected to impact the Company, the 15% minimum tax by jurisdiction may adversely impact the Company's global tax provision.
While the provision to alter the way profit is allocated by jurisdiction is not expected to impact the Company, the 15% minimum tax by jurisdiction may adversely impact our global tax provision.
We estimate a 1% strengthening of the Swiss franc against the euro would reduce our earnings before tax by approximately $2.4 million to $2.7 million annually. We also conduct business throughout the world, including Asia Pacific, the United Kingdom, Eastern Europe, Latin America, and Canada.
We estimate a 1% strengthening of the Swiss franc against the euro would reduce our earnings before tax by approximately $2.8 million to $3.1 million annually. We also conduct business throughout the world, including Asia Pacific, the United Kingdom, Eastern Europe, Latin America, and Canada.
Our tax expense and tax obligations could increase as a result of changing the application of tax law. Governments are facing greater pressure on public finances, which could lead to their more aggressively applying existing tax laws and regulations. Governments also periodically change tax laws and regulations.
Our tax expense and tax obligations could increase as a result of changing the application of tax law. Governments are facing greater pressure on public finances, which could lead to more aggressive application of existing tax laws and regulations. Governments also periodically change tax laws and regulations.
If developed countries were to experience slow growth or recession, we could see the following effects: • a drop in demand for our products; • companies being unable to finance their businesses; • difficulty in obtaining materials and supplies; • potential devaluation and/or impairment of assets; • difficulty in collecting accounts receivables; • an increase in accounts receivable write-offs; and • greater foreign exchange rate volatility affecting our profitability and cash flow.
If developed countries continue to experience slow growth or experience a recession, we could see the following effects: • slower growth in our sales compared to prior years; • a drop in demand for our products; • companies being unable to finance their businesses; • difficulty in obtaining materials and supplies; • potential devaluation and/or impairment of assets; • difficulty in collecting accounts receivables; • an increase in accounts receivable write-offs; and • greater foreign exchange rate volatility affecting our profitability and cash flow.
When the Swiss franc strengthens against our other trading currencies, particularly the U.S. dollar and euro, our earnings 20 Table of Contents go down. We also have significantly more sales in the euro than we do expenses. When the euro weakens against the U.S. dollar and Swiss franc, our earnings also go down.
When the Swiss franc strengthens against our other trading currencies, particularly the U.S. dollar and euro, our earnings go down. We also have significantly more sales in the euro than we do expenses. When the euro weakens against the U.S. dollar and Swiss franc, our earnings also go down.
Our ability to innovate our own technology infrastructure and appropriately address user experience could affect our ability to compete. Although we believe that our products and services have advantages over our competitors, we may not be able to realize and maintain these advantages. We may face risks associated with future acquisitions.
Our ability to innovate our own technology infrastructure and appropriately address user experience could affect our ability to compete. Although we believe that our products and services have advantages over our competitors, we may not be able to realize and maintain these advantages. 19 Table of Contents We may face risks associated with acquisitions.
At December 31, 2024, we had borrowings of $734.7 million outstanding under our credit facility. Our ability to borrow further funds under our credit facility is subject to the various lenders’ financial condition and ability to make funds available.
At December 31, 2025, we had borrowings of $813.7 million outstanding under our credit facility. Our ability to borrow further funds under our credit facility is subject to the various lenders’ financial condition and ability to make funds available.
These potential developments, or market perceptions concerning these and related issues, could adversely affect the value of our euro-denominated assets and obligations.
These potential developments, or market perceptions concerning these and related issues, could adversely affect the value 21 Table of Contents of our euro-denominated assets and obligations.
Based on our outstanding debt at December 31, 2024, 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 $39.0 million in the reported U.S. dollar value of our debt. Inflation can impact our operating results and the global economy.
Based on our outstanding debt at December 31, 2025, 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 $53.7 million in the reported U.S. dollar value of our debt. Inflation can impact our operating results and the global economy.
We make assumptions about external factors, including the following: • the outlook for our end markets and the global economy; • the impact of external factors on our competition; • the financial position of our customers and their willingness to pay for our products and services; • the estimated costs of purchasing materials; • the estimated costs and performance of transportation and logistics, including third-party service providers; • developments in personnel costs; • our estimated income tax expense; and • rates for currency exchange, particularly between the Chinese renminbi and the U.S. dollar and between the Swiss franc and the euro.
We make assumptions about external factors, including the following: • the outlook for our end markets and the global economy; • the level of U.S. import tariffs, as well as the impact of retaliatory tariffs from other countries • the impact of external factors on our competition; • the financial position of our customers and their willingness to pay for our products and services; • the estimated costs of purchasing materials; • the estimated costs and performance of transportation and logistics, including third-party service providers; • developments in personnel costs; • our estimated income tax expense; and • rates for currency exchange, particularly between the Chinese renminbi and the U.S. dollar and between the Swiss franc and the euro.
In addition, a potential financial crisis on financial institutions globally would likely have an adverse effect on the global capital markets and our business. We are subject to certain risks associated with our international operations, including our significant concentration of business in China and ongoing developments related to Russia, Ukraine, and the Middle East.
In addition, a potential financial crisis on financial institutions globally would likely have an adverse effect on the global capital markets and our business. We are subject to risks associated with our international operations, including our significant concentration of business in China.
In addition, regulatory or legislative action related to cybersecurity, privacy, and data protection worldwide, such as the European General Data Protection Regulation which went into effect in May 2018, may increase the costs to develop, implement, or secure our products or services. We expect cybersecurity regulations to continue to evolve and be costly to implement.
In addition, regulatory or legislative action related to cybersecurity, privacy, and data protection worldwide, such as the European General Data Protection Regulation, increases the costs to develop, implement, or secure our products or services. We expect cybersecurity regulations to continue to evolve and be costly to implement.
Even though the financial institutions are contractually obligated to lend funds, if one or more of the lenders encounters financial difficulties or goes bankrupt, such lenders may be unable to meet their obligations. This could result in us being unable to borrow the full $1.35 billion amount available.
If one or more of the lenders encounters financial difficulties or goes bankrupt, such lenders may be unable to meet their obligations. This could result in us being unable to borrow the full $1.35 billion amount available.
We may pursue acquisitions of complementary product lines, technologies, or businesses, but these involve risks such as integration challenges, management distractions, and potential loss of key employees. Future acquisitions may also lead to stock issuances that dilute current shareholders, increased debt and liabilities, and higher amortization expenses for intangible assets. Any of these risks could materially impact our profitability.
We have pursued in the past, and may in the future pursue acquisitions of complementary product lines, technologies, or businesses, but these involve risks such as integration challenges, management distractions, and potential loss of key employees. Future acquisitions may also lead to stock issuances that dilute current shareholders, increased debt and liabilities, and higher amortization expenses for intangible assets.
Competitors sometimes seek to take advantage of our trademarks or brands in ways that may create customer confusion or weaken our brand. Improper use or disclosure of our trade secrets may still occur. We may be sued for infringing on the intellectual property rights of others.
Competitors sometimes seek to take advantage of our trademarks or brands in ways that may create customer confusion or weaken our brand. Improper use or disclosure of our trade secrets could also occur. We have also been sued in the past for alleged infringement on the intellectual property rights of others.
For example, it could make it more difficult for us to satisfy our obligations under our debt instruments; and require us to dedicate a substantial portion of our cash flow to payments on our indebtedness, which would reduce the amount of cash flow available to fund working capital, capital expenditures, product development, and other corporate requirements; increase our vulnerability to general adverse economic and industry conditions, including changes in raw material costs; limit our ability to respond to business opportunities; limit our ability to borrow additional funds, which may be necessary; and subject us to financial and other restrictive covenants, which, if we fail to comply with these covenants and our failure is not waived or cured, could result in an event of default under our debt instruments.
For example, it could make it more difficult for us to satisfy our obligations under our debt instruments; and require us to dedicate a substantial portion of our cash flow to payments on our indebtedness, which would reduce the amount of cash flow available to fund working capital, capital expenditures, product development, and other corporate requirements; increase our vulnerability to general adverse economic and industry conditions, including changes in raw material costs; limit our ability to respond to business opportunities; limit our ability to borrow additional funds, which may be necessary; and subject us to financial and other restrictive covenants, as more fully described below.
Future laws, regulations, or customers may make additional demands on our supply chain, including more transparency into the activities of our suppliers with regard to human rights and sustainable sourcing. We have significant protections in place to ensure we partner with responsible suppliers, but increased demands may cause us to incur increased supply chain costs.
Future laws, regulations, or customers may make additional demands on our supply chain, including more transparency into the activities of our suppliers with regard to human rights and sustainable sourcing. Increased demands may cause us to incur increased supply chain costs.
If a customer alleges system failures in our products and/or software cause or contribute to a loss, whether or not caused by us, we could face harm to our reputation and our financial condition and legal liability.
Customers may use our products and/or software to generate or manage confidential information. If a customer alleges system failures in our products and/or software cause or contribute to a loss of such confidential information, whether or not caused by us, we could face harm to our reputation and our financial condition and legal liability.
The various trade policy and regulatory actions described above may restrict our access to lower-cost countries in certain circumstances or otherwise create uncertainty, negatively impact global markets, and make it more difficult or costly for us to import our products into certain countries.
The various trade policy and regulatory actions described above may restrict our access to lower-cost countries in certain circumstances and have created uncertainty, negatively impacting global markets, and has made it more difficult and costly for us to import our products into certain countries.
We may experience impairments of goodwill or other intangible assets. As of December 31, 2024, our consolidated balance sheet included goodwill of $668.9 million and other intangible assets of $257.1 million. 21 Table of Contents Our business acquisitions typically result in goodwill and other intangible assets, which affect the amount of future period amortization expense and possible impairment expense.
We may experience impairments of goodwill or other intangible assets. As of December 31, 2025, our consolidated balance sheet included goodwill of $739.2 million and other intangible assets of $278.9 million. Our business acquisitions typically result in goodwill and other intangible assets, which affect the amount of future period amortization expense and possible impairment expense.
Larger companies are increasingly targeting life sciences and instruments, potentially altering market competition. Additionally, we may face challenges in identifying, completing, or integrating future acquisitions, and even successful acquisitions may not positively impact our business or results.
Any of these risks could materially impact our profitability. Larger companies are increasingly targeting life sciences and instruments, potentially altering competition for potential targets. Additionally, we may face challenges in identifying, completing, or integrating future acquisitions, and even successful acquisitions may not positively impact our business or results.
We are required to comply with various import, export control, and economic sanctions laws, which may affect our transactions with certain customers, business partners, and other persons, including in certain cases dealings with or between our employees and subsidiaries. We address below the topic of economic sanctions laws related to Russia's invasion of Ukraine, which commenced in February 2022.
We are required to comply with various import, export control, and economic sanctions laws, which may affect our transactions with certain customers, business partners, and other persons, including in certain cases dealings with or between our employees and subsidiaries.
We cannot ensure that our business will generate sufficient cash flows from operations or that future borrowings will be available to us under our credit facility in an amount sufficient to enable us to pay our debt or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity.
We cannot ensure that our business will generate sufficient cash flows from operations or that future borrowings will be available to us under our credit facility, or otherwise, in an amount sufficient to enable us to pay our debt or to fund our other liquidity needs.
Concerns regarding the Eurozone debt levels and market perception related to the instability of the euro could affect our operating profits. We conduct business in many countries that use the euro as their currency (the Eurozone). In the past, there have been concerns regarding the debt burden of certain Eurozone countries and their ability to meet future financial obligations.
Concerns regarding the Eurozone debt levels and market perception related to the instability of the euro could affect our operating profits. We conduct business in many countries that use the euro as their currency (the Eurozone).
Any decrease or delay in capital spending by our customers would cause our revenues to decline and could 19 Table of Contents harm our profitability. Changes in governmental regulations or a decline in government funding of research or education could reduce some customers’ ability to purchase our products.
Any decrease or delay in capital spending by our customers would cause our revenues to decline and could harm our profitability. Changes in governmental regulations, such as policies reducing drug pricing like Most Favored Nation pricing, or a decline in government funding of research or education could reduce some customers’ ability to purchase our products.
Inflation also leads to increased interest rates as country monetary policies combat inflation. This can result in reduced economic growth and recessionary conditions, as well as higher borrowing costs.
Recent rates of inflation also led to increased interest rates as country monetary policies combat inflation, which resulted in reduced economic growth and recessionary conditions, as well as higher borrowing costs.
Any consolidation within our market could result in competitors becoming larger and having greater financial and other resources than our own. Some of our competitors are domiciled or operate in emerging markets and may have a lower cost structure than ours.
There has also been an increase in the consolidation of precision instrument companies in recent years. Consolidation within our market could result in certain competitors becoming larger and having greater financial and other resources than our own. Some of our competitors are domiciled or operate in emerging markets and may have a lower cost structure than ours.
As a result, we may not be successful in developing new products and we may never realize the benefits of our research and development activities. We face risks related to sales through distributors and other third parties that we do not control, which could harm our business. We sell some products through third parties, including distributors and value-added resellers.
We may not be successful in developing new products and software, and we may never realize the benefits of our research and development activities, resulting in reduced sales, increased expenses, and a weakened competitive position. We face risks related to sales through distributors and other third parties that we do not control, which could harm our business.
We are subject to income taxes in the United States and various other jurisdictions, and our domestic and international tax liabilities are subject to the allocation of expenses among different jurisdictions.
Legal, Tax, Regulatory, and Other Risks Unanticipated changes in our tax rates or additional income tax liabilities could impact our profitability. We are subject to income taxes in the United States and various other jurisdictions, and our domestic and international tax liabilities are subject to the allocation of expenses among different jurisdictions.
Economic uncertainty in many parts of the world, including the impact of high inflationary environments and governmental monetary policies and related interest rates to combat inflation, the war in Ukraine, continuing conflicts in the Middle East, international trade disputes, tariffs, and sovereign debt levels in the European Union and the United States, are situations that we monitor closely.
Economic uncertainty and challenging market conditions in many parts of the world, including international trade disputes, tariffs, inflation, governmental monetary policies, interest rates, armed conflicts, and sovereign debt levels in the European Union and the United States, are situations that we monitor closely.
Ongoing conflicts may impact demand locally and globally while disrupting supply chains, increasing costs, and reducing shipping capacity, all of which could affect our financial results and customer demand. Escalating global conflicts, including in Ukraine and the Middle East, have heightened economic and geopolitical uncertainty.
Ongoing conflicts may impact demand locally and globally while disrupting supply chains, increasing costs, and reducing shipping capacity, all of which could affect our financial results and customer demand.
Our patents may not provide complete protection or may expire, and competitors may develop similar products that are not covered by our patents. Our patents may also be challenged by third parties and invalidated or narrowed. We may experience a decline in sales and/or profitability if any of these things occur.
Our patents do not provide complete protection and expire from time to time, and competitors have developed similar products that may not be covered by our patents. Our patents have also been challenged by third parties and invalidated or narrowed. We may experience a decline in sales and/or profitability as a result of these occurrences.
In addition, there has been an increase in state-sponsored cyber attacks which are often conducted by capable, well-funded groups. The rapid evolution and increased adoption of artificial intelligence technologies amplify these concerns.
In addition, there has been an increase in state-sponsored cyber attacks which are often conducted by capable, well-funded groups. The rapid evolution and increased adoption of artificial intelligence technologies amplify these concerns. Our mitigation measures reduce, but cannot eliminate, the risk of a cybersecurity incident, and our systems remain potentially vulnerable to cybersecurity threats.
If any key employees stopped working for us, our operations could be harmed. Important R&D personnel may leave and join competitors, which could substantially delay or hinder ongoing development projects. We have no key man life insurance policies with respect to any of our senior executives.
Departures of key employees could impair our operations. Key employees could leave the Company. If any key employees stopped working for us, our operations could be harmed. Important R&D personnel may leave and join competitors, which could substantially delay or hinder ongoing development projects.
These inflationary conditions could have a greater impact on our operating results in future years. The pace of inflationary changes can also occur more quickly than our ability to respond with corresponding price increases and cost optimization or reduction measures.
The pace of inflationary changes can also occur more quickly than our ability to respond with corresponding price increases and cost optimization or reduction measures.
We have implemented the program in our operations in the U.S., China, most of Asia Pacific, and most of Europe. We estimate that we have more than 90% of our users on the program and will continue to implement additional locations and functionality over the coming years.
We estimate that we have more than 95% of our users on the program and will continue to implement additional locations and functionality over the coming years.
Our cyber liability insurance may not be sufficient to compensate us for losses that may result from interruptions in our services or asset or data loss as a result of cybersecurity incidents.
A cybersecurity incident would harm our reputation and financial condition and cause us to incur legal liability and increased costs to respond to such events. Our cyber liability insurance may not be sufficient to compensate us for losses that may result from interruptions in our services or asset or data loss as a result of cybersecurity incidents.
We continue to monitor developments in these conflicts and any related sanctions. Our business and financial performance may be adversely affected by a cybersecurity attack. We rely on our technology infrastructure to interact with suppliers, sell our products and services, fulfill orders, support our customers, and bill, collect, and make payments.
Additionally, uncertainties surrounding these conflicts persist, and their effects on the global economy and market conditions can change rapidly. Our business and financial performance may be adversely affected by a cybersecurity attack. We rely on our technology infrastructure to interact with suppliers, sell our products and services, fulfill orders, support our customers, and bill, collect, and make payments.
Our business interruption insurance may not be sufficient to compensate us for losses that may result from interruptions in our services or data loss as a result of system failures. Customers may use our products and/or software to generate or manage confidential information.
System failures could cause interruptions in our services, fraudulent or negligent loss of assets, or unauthorized disclosure of confidential information, which could harm our reputation and financial condition. Our business interruption insurance may not be sufficient to compensate us for losses that may result from interruptions in our services or data loss as a result of system failures.
If tariffs are implemented and we cannot pass on the increased costs to our customers, our margins could be impacted as we work to remain competitive.
Prices have been affected by recently imposed tariffs and, if we cannot continue to pass the increased costs of tariffs to our customers, our margins could be impacted as we work to remain competitive.
If we fail to comply with these regulations, or if new regulations are adopted that substantially change existing practices or impose new burdens, we may have to recall products and cease their manufacture and distribution. In addition, we could be subject to investigation costs, reputational harm, fines, criminal prosecution, and other damages that could impact our profitability.
If we fail to comply with these regulations, or if new regulations are adopted that substantially change existing practices or impose new burdens, we may have to recall products and cease their manufacture and distribution.
If we fail to comply with the new regulations, it could affect the launch of the new product and service, in particular, and our company, as a whole.
As we develop new products and software, such as those related to automation and digitalization trends, we are required to comply with additional regulations. If we fail to comply with the new regulations, it could affect the launch of the new product or software, in particular, and our company, as a whole.
We also operate a global business and are subject to various laws and regulations in the many markets where we do business, including those relating to competition, employment and labor practices, international trade, and corruption.
These other regulations govern a wide variety of activities relating to our products, including design and development, product safety, labeling, manufacturing, promotion, sales, and distribution. We also operate a global business and are subject to various laws and regulations in the many markets where we do business, including those relating to competition, employment and labor practices, international trade, and corruption.
Our actual results or performance may be materially different than reflected in forward-looking statements because of various risks and uncertainties. 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.
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.
We cannot ensure that we will be able to refinance any of our debt, including our credit facility and the senior notes, on commercially reasonable terms or at all. Our ability to fund our share repurchase program is also dependent on our ability to repatriate our international cash flows.
We may need to refinance all or a portion of our indebtedness on or before maturity. We cannot ensure that we will be able to refinance any of our debt, including our credit facility and the senior notes, on commercially reasonable terms or at all.
As a result, we face numerous regional or specialized competitors, many of which are well established in their markets. In addition, some of our competitors are divisions of larger companies with potentially greater financial and other resources than our own. There has also been an increase in the consolidation of precision instrument companies in recent years.
Our markets are highly competitive. Many are fragmented both geographically and by application, particularly the industrial and food retailing markets. As a result, we have numerous regional or specialized competitors, many of which are well established in their markets. In addition, some of our competitors are divisions of larger companies with potentially greater financial and other resources than our own.
If we were to incur a significant liability for which we were uninsured or for which we were not fully insured, it could have a material adverse effect on our financial position, results of operations, and cash flows. Strategic Risks A prolonged downturn or additional consolidation in the pharma/biopharmaceutical, food manufacturing, and chemical industries could adversely affect our operating results.
If we were to incur a significant liability for which we were uninsured or for which we were not fully insured, it could have a material adverse effect on our financial position, results of operations, and cash flows. Item 1B. Unresolved Staff Comments None.
In addition to financial risk, the actions of some of our distributors could cause 18 Table of Contents reputational harm, especially if our products are involved. Risks related to our use of distributors may reduce sales, increase expenses, and weaken our competitive position. Departures of key employees could impair our operations. Key employees could leave the Company.
Violations of the FCPA or similar anti-bribery laws by distributors or other third-party intermediaries could materially impact our business. In addition to financial risk, the actions of some of our distributors could cause reputational harm, especially if our products are involved. Risks related to our use of distributors may reduce sales, increase expenses, and weaken our competitive position.
We provide forward-looking statements both in our filings with the SEC and orally in connection with our quarterly earnings calls, including guidance on anticipated sales growth and earnings per share. You should not rely on forward-looking statements to predict our actual results.
We provide forward-looking statements both in our filings with the SEC and orally in connection with our quarterly earnings calls, and other events and presentations, including guidance on anticipated sales growth and earnings per share. Our actual results or performance may be materially different than reflected in forward-looking statements because of various risks and uncertainties.
Estimating the impact of ongoing global conflicts on supply chain disruptions and energy shortages is challenging. However, the Ukraine invasion and Middle East conflict could negatively affect our financial results and pose risks to our business. Additionally, uncertainties surrounding these conflicts persist, and their effects on the global economy and market conditions can change rapidly.
Escalating global conflicts, including in Ukraine and the Middle East, have heightened economic and geopolitical uncertainty. 15 Table of Contents Estimating the impact of ongoing global conflicts on supply chain disruptions and energy shortages is challenging. The Ukraine invasion and Middle East conflict could negatively affect our financial results and pose risks to our business.
We have debt and we may incur substantial additional debt in the future. As of December 31, 2024, we had a total indebtedness of approximately $2.0 billion, net of cash of $59.4 million. Our debt instruments allow us to incur substantial additional indebtedness. The existence and magnitude of our debt could have important consequences.
Risks Related to Our Debt We have debt and we may incur substantially more debt, which could affect our financial position and may otherwise restrict our activities. We have debt and we may incur substantial additional debt in the future. As of December 31, 2025, we had a total indebtedness of approximately $2.2 billion, net of cash of $66.9 million.
In response, foreign governments, including China, have enacted retaliatory tariffs and domestic purchasing requirements favoring local competition, which could reduce our sales.
In addition, foreign governments, including 22 Table of Contents China, have enacted domestic purchasing requirements favoring local competition, which could reduce our sales. We have implemented mitigating actions, including increasing our pricing and optimizing our global supply chain.
Market demand in pharma/biopharmaceutical was particularly impacted in 2023 after significant growth during the COVID-19 pandemic. Consolidation in these industries also hurt our sales in the past. A prolonged global economic downturn, a downturn affecting one or more of these industries, or consolidation in any of these industries could adversely affect our operating results.
A prolonged global economic downturn, a downturn affecting one or more of these industries, or consolidation in any of these industries could adversely affect our operating results.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAn Advisory Board, comprised of the Chief Executive Officer, Chief Financial Officer, Head of Global Supply Chain and IT, and Chief Information Officer, meets quarterly to discuss digital initiatives and investments, inclusive of cybersecurity topics. An experienced team of IT security professionals reports to our Chief Information Officer.
Biggest changeOur Chief Information Officer also has experience implementing and leading global governance frameworks, including the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework and ISO 27001. An Advisory Board, comprised of the Chief Executive Officer, Chief Financial Officer and Chief Information Officer, meets quarterly to discuss digital initiatives and investments, inclusive of cybersecurity topics.
If a customer alleges that a cyber attack causes or contributes to a loss or compromise of critical information, whether or not caused by us, we could face harm to our reputation 29 Table of Contents and financial condition as it could cause us to incur legal liability and increased costs to respond to such events.
If a customer alleges that a cyber attack causes or contributes to a loss or compromise of critical information, whether or not caused by us, we could face harm to our reputation and financial condition as it could cause us to incur legal liability and increased costs to respond to such events. 29 Table of Contents
Our Board of Directors has direct oversight of our enterprise risk management process, including the management of cybersecurity risks, as described below. Under the direction and supervision of our Chief Financial Officer, we conduct an annual comprehensive enterprise risk assessment, which includes details of our management of enterprise-wide risk topics, such as those related to cybersecurity risks.
Our Board of Directors has direct oversight of our enterprise risk management process, including the management of cybersecurity risks, as described below. 27 Table of Contents Under the direction and supervision of our Chief Financial Officer, we conduct an annual comprehensive enterprise risk assessment, which includes details of our management of enterprise-wide risk topics, such as those related to cybersecurity risks.
Our Head of Global Supply Chain and IT, Chief Information Officer, and Head of Information Security serve on our Cybersecurity Steering Committee (the “Cyber SteCo”), along with our Chief Legal 28 Table of Contents Officer, who reports to our Chief Executive Officer, and our Head of Financial Processes, who reports to our Chief Financial Officer.
Our Chief Information Officer and Head of Cybersecurity serve on our Cybersecurity Steering Committee (the “Cyber SteCo”), along with our Chief Legal Officer, who reports to our Chief Executive Officer, and our Head of Financial Processes, who reports to our Chief Financial Officer.
The Cyber SteCo oversees activities related to the monitoring, prevention, detection, mitigation, and remediation of cybersecurity risks. We have adopted the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework to continually evaluate and enhance our cybersecurity procedures.
An experienced team of IT security professionals reports to our Chief Information Officer. The Cyber SteCo oversees activities related to the monitoring, prevention, detection, mitigation, and remediation of cybersecurity risks. We have adopted the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework to continually evaluate and enhance our cybersecurity procedures.
The Cyber SteCo oversees our engagement with reputable third parties, which we utilize in connection with our established processes to assess, identify, and manage potential and actual cybersecurity threats, to actively monitor our systems internally using widely accepted digital applications, processes, and controls, and to provide forensic assistance to facilitate system recovery in the case of an incident.
The Cyber SteCo oversees our engagement with reputable third parties, which we utilize in connection with our established processes to assess, identify, and manage potential and actual cybersecurity threats, to actively monitor our systems internally using widely accepted digital applications, processes, and controls, and to provide forensic assistance to facilitate system recovery in the case of an incident. 28 Table of Contents If there is a cybersecurity incident, we may suffer interruptions in service, loss of assets or data, or reduced functionality.
If there is a cybersecurity incident, we may suffer interruptions in service, loss of assets or data, or reduced functionality. Many of our systems are not redundant, and our disaster recovery planning may not be sufficient for every eventuality a cybersecurity incident could cause.
Many of our systems are not redundant, and our disaster recovery planning may not be sufficient for every eventuality a cybersecurity incident could cause.
The Cyber SteCo, which meets regularly, develops and implements cybersecurity risk mitigation strategies and activities throughout the year, including the management of comprehensive incident response plans, and receives regular updates on cybersecurity-related matters.
The Cyber SteCo, which meets monthly, develops and implements cybersecurity risk mitigation strategies and activities throughout the year, including the management of comprehensive incident response plans, and receives regular updates on cybersecurity-related matters. Our Chief Information Officer, reporting to our Chief Executive Officer, has principal responsibility for assessing and managing cybersecurity risks and preparing updates for the Board of Directors.
Our Chief Information Officer is educated in business computing sciences and has over twenty years working in leadership, management, and consulting roles in digitalization, application management, and cybersecurity. Our Chief Information Officer also has experience implementing and leading global governance frameworks, including the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework and ISO 27001.
Our Chief Information Officer is also responsible for the operation of our cybersecurity program. Our Chief Information Officer is educated in business computing sciences and has over twenty years working in leadership, management, and consulting roles in digitalization, application management, and cybersecurity.
Removed
Our Head of Global Supply Chain and IT, reporting to our Chief Executive Officer, has principal responsibility for assessing and managing cybersecurity risks and preparing updates for the Board of Directors. Our Chief Information Officer reports to our Head of Global Supply Chain and IT and is responsible for the operation of our cybersecurity program.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOperations Other: Shanghai, China (two facilities) Buildings Owned; Chinese Operations Land Leased Changzhou, China (two facilities) Buildings Owned; Chinese Operations Land Leased ChengDu, China Building Owned; Chinese Operations Land Leased Mumbai, India (four facilities) Building, Land Owned (1); Leased (3) Other Operations Taman Mayang Jaya, Malaysia Building Owned; Other Operations Land Leased 30 Table of Contents
Biggest changeOperations Other: Shanghai, China (two facilities) Buildings Owned; Chinese Operations Land Leased Changzhou, China (two facilities) Buildings Owned; Chinese Operations Land Leased ChengDu, China Building Owned; Chinese Operations Land Leased Mumbai, India (four facilities) Building, Land Owned (1); Leased (3) Other Operations Kasurdi, India Owned Other Operations Taman Mayang Jaya, Malaysia Building Owned; Other Operations Land Leased 30 Table of Contents

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIn addition, the Performance Graph will not be deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A or 14C, other than as provided in Regulation S-K, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, except to the extent that the Company specifically requests that such information be treated as soliciting material or specifically incorporates it by reference into a filing under the Securities Act or the Securities Exchange Act. 33 Table of Contents Purchases of Equity Securities by the Issuer and Affiliated Purchasers Issuer Purchases of Equity Securities 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 Period October 1 to October 31, 2024 55,724 $ 1,397.00 55,724 $ 1,843,087 November 1 to November 30, 2024 56,145 1,261.32 56,145 1,772,269 December 1 to December 31, 2024 50,857 1,255.15 50,857 1,708,435 Total 162,726 $ 1,305.85 162,726 $ 1,708,435 In November 2022, the Company’s Board of Directors authorized an additional $2.5 billion to the share repurchase program, which had $1.7 billion of remaining availability as of December 31, 2024.
Biggest changeIn addition, the Performance Graph will not be deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A or 14C, other than as provided in Regulation S-K, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, except to the extent that the Company specifically requests that such information be treated as soliciting material or specifically incorporates it by reference into a filing under the Securities Act or the Securities Exchange Act. 33 Table of Contents Purchases of Equity Securities by the Issuer and Affiliated Purchasers Issuer Purchases of Equity Securities 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 Period October 1 to October 31, 2025 58,554 $ 1,347.08 58,554 $ 973,310 November 1 to November 30, 2025 27,042 1,425.53 27,042 3,684,760 December 1 to December 31, 2025 18,596 1,415.42 18,596 3,658,439 Total 104,192 $ 1,379.64 104,192 $ 3,658,439 In November 2025, the Company’s Board of Directors authorized an additional $2.75 billion to the share repurchase program, which had $3.7 billion of remaining availability as of December 31, 2025.
However, we will evaluate this policy on a periodic basis taking into account our results of operations, financial condition, capital requirements including potential acquisitions, our share repurchase program, the taxation of dividends to our shareholders, and other factors deemed relevant by our Board of Directors. 32 Table of Contents Share Performance Graph The following graph compares the cumulative total returns (assuming reinvestment of dividends) on $100 invested on December 31, 2019 through December 31, 2024 in our common stock, the Standard & Poor’s 500 Composite Stock Index (S&P 500 Index), and the SIC Code 3826 Index — Laboratory Analytical Instruments.
However, we will evaluate this policy on a periodic basis taking into account our results of operations, financial condition, capital requirements including potential acquisitions, our share repurchase program, the taxation of dividends to our shareholders, and other factors deemed relevant by our Board of Directors. 32 Table of Contents Share Performance Graph The following graph compares the cumulative total returns (assuming reinvestment of dividends) on $100 invested on December 31, 2020 through December 31, 2025 in our common stock, the Standard & Poor’s 500 Composite Stock Index (S&P 500 Index), and the SIC Code 3826 Index — Laboratory Analytical Instruments.
In addition, we incurred $7.8 million and $8.1 million of excise tax during the years ended December 31, 2024 and 2023, respectively, related to the Inflation Reduction Act which is reflected as a reduction in shareholders' equity in our consolidated financial statements. Item 6. Reserved
In addition, we incurred $7.4 million and $7.8 million of excise tax during the years ended December 31, 2025 and 2024, respectively, related to the Inflation Reduction Act which is reflected as a reduction in shareholders' equity in our consolidated financial statements. Item 6. Reserved
We estimate we have approximately 229,980 beneficial owners of common stock. Dividend Policy Historically, we have not paid dividends on our common stock.
We estimate we have approximately 260,623 beneficial owners of common stock. Dividend Policy Historically, we have not paid dividends on our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Market Information for Common Stock Our common stock is traded on the New York Stock Exchange under the symbol “MTD.” Holders At January 22, 2025, there were 30 holders of record of common stock and 20,916,459 shares of common stock outstanding.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Market Information for Common Stock Our common stock is traded on the New York Stock Exchange under the symbol “MTD.” Holders At January 23, 2026, there were 29 holders of record of common stock and 20,325,250 shares of common stock outstanding.
We reissued 68,428 shares and 79,076 shares held in treasury for the exercise of stock options and restricted stock units during 2024 and 2023, respectively.
We reissued 56,500 shares and 68,428 shares held in treasury for the exercise of stock options and restricted stock units during 2025 and 2024, respectively.
During the years ended December 31, 2024 and 2023, we spent $850.0 million and $900.0 million on the repurchase of 645,139 shares and 691,913 shares at an average price per share of $1,317.52 and $1,300.72, respectively.
During the years ended December 31, 2025 and 2024, we spent $800 million and $850 million on the repurchase of 646,608 shares and 645,139 shares at an average price per share of $1,237.18 and $1,317.52, respectively.
Comparison of Cumulative Total Return Among Mettler-Toledo International Inc., the S&P 500 Index, and SIC Code 3826 Index — Laboratory Analytical Instruments (a) 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 Mettler-Toledo $100 $144 $214 $182 $153 $154 S&P 500 Index $100 $118 $152 $125 $158 $197 SIC Code 3826 Index $100 $140 $194 $152 $143 $142 (a) The Performance Graph will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates it by reference.
Comparison of Cumulative Total Return Among Mettler-Toledo International Inc., the S&P 500 Index, and SIC Code 3826 Index — Laboratory Analytical Instruments (a) 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 12/31/25 Mettler-Toledo $100 $149 $127 $106 $107 $122 S&P 500 Index $100 $129 $105 $133 $166 $196 SIC Code 3826 Index $100 $139 $109 $103 $102 $106 (a) The Performance Graph will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates it by reference.
We have purchased 32.4 million common shares since the inception of the program in 2004 through December 31, 2024, at a total cost of $9.8 billion and an average price per share of $302.60.
We have purchased 33.0 million common shares since the inception of the program in 2004 through December 31, 2025, at a total cost of $10.6 billion and an average price per share of $320.91.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

93 edited+24 added−17 removed59 unchanged
Biggest changeThe decrease in segment profit during 2024 primarily reflects lower sales volume and unfavorable foreign currency translation, partially offset by benefits from our margin expansion and cost savings initiatives. 41 Table of Contents Other Operations (amounts in thousands) 2024 2023 2022 Increase (Decrease) in % (1) 2024 vs. 2023 Increase (Decrease) in % (1) 2023 vs. 2022 Net sales to external customers $ 737,830 $ 683,986 $ 657,673 8% 4% Net sales to other segments 21,738 20,600 3,959 6% 420% Segment net sales 759,568 704,586 661,632 8% 6% Segment cost of sales 421,489 400,634 380,360 5% 5% Segment period expense 213,895 197,714 190,950 8% 4% Segment profit $ 124,184 $ 106,238 $ 90,322 17% 18% (1) Represents U.S. dollar growth.
Biggest changeOther Operations (amounts in thousands) 2025 2024 2023 Increase (Decrease) in % (1) 2025 vs. 2024 Increase (Decrease) in % (1) 2024 vs. 2023 Net sales to external customers $ 788,535 $ 737,830 $ 683,986 7% 8% Net sales to other segments 40,862 21,738 20,600 88% 6% Segment net sales 829,397 759,568 704,586 9% 8% Segment cost of sales 452,584 421,489 400,634 7% 5% Segment period expense 235,111 213,895 197,714 10% 8% Segment profit $ 141,702 $ 124,184 $ 106,238 14% 17% (1) Represents U.S. dollar growth (decline).
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 45 Table of Contents renminbi. The impact on our earnings before tax of the Chinese renminbi weakening 1% against the U.S. dollar is a reduction of approximately $2.3 million to $2.6 million annually.
Fluctuations in these currency exchange rates against the U.S. dollar 45 Table of Contents 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 $2.2 million to $2.6 million annually.
While this initiative is broad-based, efforts to improve these processes include the use of advanced data analytics to identify, prioritize, and pursue growth opportunities; the implementation of more effective pricing related to value-based selling strategies and processes; improved sales force guidance, training, and effectiveness; cross-selling; increased segment marketing; and leads generation and nurturing activities.
While this initiative is broad-based, efforts to improve these processes include the use of digitalization and advanced data analytics to identify, prioritize, and pursue growth opportunities; the implementation of effective pricing related to value-based selling strategies and processes; improved sales force guidance, training, and effectiveness; cross-selling; increased segment marketing; and leads generation and nurturing activities.
We believe the ongoing tax impact associated with repatriating our undistributed foreign earnings will not have a material effect on our liquidity. 43 Table of Contents Senior Notes and Credit Facility Agreement Our short-term borrowings and long-term debt consisted of the following at December 31, 2024: U.S.
We believe the ongoing tax impact associated with repatriating our undistributed foreign earnings will not have a material effect on our liquidity. 43 Table of Contents Senior Notes and Credit Facility Agreement Our short-term borrowings and long-term debt consisted of the following at December 31, 2025: U.S.
Traditionally, the spending levels in this sector have experienced more volatility than our other end-markets due to the timing of customer project activity and new regulations. In 2025, we will continue to pursue the overall business growth strategies which we have followed in recent years: Gaining Market Share.
Traditionally, the spending levels in this sector have experienced more volatility than our other end-markets due to the timing of customer project activity and new regulations. In 2026, we will continue to pursue the overall business growth strategies which we have followed in recent years: Gaining Market Share.
In the last three years, we spent approximately 5% of net sales on research and development, reflecting a total of $551 million. We seek to improve our product offerings and their capabilities with additional integrated technologies and software, which we believe supports our pricing differentiation and accelerates product replacement cycles.
In the last three years, we spent a total of $574 million on research and development, reflecting approximately 5% of net sales. We seek to improve our product offerings and their capabilities with additional integrated technologies and software, which we believe supports our pricing differentiation and accelerates product replacement cycles.
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 from rating agencies that would accelerate the maturity dates of our debt. We were in compliance with our debt covenants as of December 31, 2024.
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 from rating agencies that would accelerate the maturity dates of our debt. We were in compliance with our debt covenants as of December 31, 2025.
We seek to pursue "bolt-on" acquisitions that may leverage our global sales and service network, respected brand, extensive distribution channels, and technological leadership. We have identified life sciences and process analytics as key areas for acquisitions.
We seek to pursue "bolt-on" acquisitions that may leverage our global sales and service network, respected brand, extensive distribution channels, and technological leadership. We have identified life sciences and distribution channels as key areas for acquisitions.
We continue to strive to improve our margins by enhancing our value proposition via innovation, more effectively pricing our products and services, optimizing our cost structure, and improving our mix in higher-margin businesses such as service. For example, sophisticated data analytic tools provide us new insights to further refine our price strategies and processes.
We continue to strive to improve our margins by enhancing our value proposition via innovation, more effectively pricing our products and services, optimizing our cost structure, and improving our mix in higher-margin businesses such as service. For example, sophisticated digital tools to provide us new insights to further refine our price strategies and processes.
In addition, we incurred $7.8 million and $8.1 million of excise tax during the years ended December 31, 2024 and 2023, respectively, related to the Inflation Reduction Act which is reflected as a reduction in shareholders' equity in our consolidated financial statements. Effect of Currency on Results of Operations Our earnings are affected by changing exchange rates.
In addition, we incurred $7.4 million and $7.8 million of excise tax during the years ended December 31, 2025 and 2024, respectively, related to the Inflation Reduction Act which is reflected as a reduction in shareholders' equity in our consolidated financial statements. Effect of Currency on Results of Operations Our earnings are affected by changing exchange rates.
In 2002, we froze our U.S. defined benefit pension plan and discontinued our retiree medical program for certain current and all future employees. Consequently, no significant future service costs will be incurred on these plans. For 2024, the weighted average return on assets assumption was 6.75% for the U.S. plan and 4.06% for the international plans.
In 2002, we froze our U.S. defined benefit pension plan and discontinued our retiree medical program for certain current and all future employees. Consequently, no significant future service costs will be incurred on these plans. For 2025, the weighted average return on assets assumption was 6.75% for the U.S. plan and 4.07% for the international plans.
Other Local Arrangements In April 2018, two of our 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 SARON plus 87.5 basis points. The loans were renewed for one year in April 2024.
Other Local Arrangements In April 2018, two of our non-U.S. pension plans issued loans totaling $48 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 SARON plus 87.5 basis points. The loans were renewed for one year in April 2025.
We estimate a 1% strengthening of the Swiss franc against the euro would reduce our earnings before tax by approximately $2.4 million to $2.7 million annually. We also conduct business throughout the world, including Asia Pacific, the United Kingdom, Eastern Europe, Latin America, and Canada.
We estimate a 1% strengthening of the Swiss franc against the euro would reduce our earnings before tax by approximately $2.8 million to $3.1 million annually. We also conduct business throughout the world, including Asia Pacific, the United Kingdom, Eastern Europe, Latin America, and Canada.
We have also implemented productivity and cost savings initiatives over the past two years to mitigate our reduced volume, while also focusing on reallocating resources to better align our cost structure to support our investments in market penetration initiatives, higher-growth/profitable areas, and opportunities for margin improvement.
We have also implemented productivity and cost savings initiatives over recent years to mitigate our reduced volume, while also focusing on reallocating resources to better align our cost structure to support our investments in market penetration initiatives, higher-growth/profitable areas, and opportunities for margin improvement.
We expect to make interest payments of approximately $72.0 million during 2025 associated with our debt outstanding as of December 31, 2024. Changes in exchange rates between the currencies in which we generate cash flow and the currencies in which our borrowings are denominated affect our liquidity.
We expect to make interest payments of approximately $71.0 million during 2026 associated with our debt outstanding as of December 31, 2025. Changes in exchange rates between the currencies in which we generate cash flow and the currencies in which our borrowings are denominated affect our liquidity.
A change in the rate of return of 1% would impact annual benefit plan expense by approximately $8.7 million after tax. The discount rates for defined benefit and post-retirement plans are set by benchmarking against high-quality corporate bonds.
A change in the rate of return of 1% would impact annual benefit plan expense by approximately $10.4 million after tax. The discount rates for defined benefit and post-retirement plans are set by benchmarking against high-quality corporate bonds.
Blue Ocean is also an important enabler of our various margin expansion initiatives. Our move to standardized business processes, systems, and data structures throughout our global organization provides greater data transparency and faster access to real-time data.
Blue Ocean is also an important enabler of our various margin expansion initiatives. Our move to standardized business processes, systems, and data structures throughout our global organization provides greater data transparency and faster access to real-time data while enabling our various digital strategies.
Based on our outstanding debt at December 31, 2024, 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 $39.0 million in the reported U.S. dollar value of our debt. Taxes We are subject to taxation in many jurisdictions throughout the world.
Based on our outstanding debt at December 31, 2025, 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 $53.7 million in the reported U.S. dollar value of our debt. Taxes We are subject to taxation in many jurisdictions throughout the world.
We have more than a 35-year track record in China, and our sales in Asia have grown more than 10% on a compound annual growth basis in local currencies since 1999. Over the years, we also have broadened our product offering to the Asian markets.
We have a nearly 40-year track record in China, and our sales in Asia have grown more than 10% on a compound annual growth basis in local currencies since 2000. Over the years, we also have broadened our product offering to the Asian markets.
Based on earnings before taxes of $1.0 billion for the year ended December 31, 2024, each increase of $10.4 million in tax expense would increase our effective tax rate by 1%. 47 Table of Contents Employee benefit plans The net periodic pension cost for 2024 and projected benefit obligation as of December 31, 2024 were $3.0 million and $99.9 million, respectively, for our U.S. pension plan.
Based on earnings before taxes of $1.0 billion for the year ended December 31, 2025, each increase of $10.5 million in tax expense would increase our effective tax rate by 1%. 47 Table of Contents Employee benefit plans The net periodic pension cost for 2025 and projected benefit obligation as of December 31, 2025 were $1.6 million and $99.1 million, respectively, for our U.S. pension plan.
For 2024, the weighted average discount rate assumption was 5.34% for the U.S. plan and 1.57% for the international plans, representing a weighted average of local rates in countries where such plans exist. A change in the discount rate of 1% would impact annual benefit plan expense by approximately $8.5 million after tax.
For 2025, the weighted average discount rate assumption was 5.0% for the U.S. plan and 1.8% for the international plans, representing a weighted average of local rates in countries where such plans exist. A change in the discount rate of 1% would impact annual benefit plan expense by approximately $8.9 million after tax.
We have entered into certain cross currency swap agreements. The fair value of these contracts was a net liability of $3.2 million at December 31, 2024.
We have entered into certain cross currency swap agreements. The fair value of these contracts was a net liability of $32.2 million at December 31, 2025.
Based on our agreements outstanding at December 31, 2024, a 100-basis-point change in interest rates and foreign currency exchange rates would result in a change in the net aggregate market value of these instruments by approximately $7.0 million.
Based on our agreements outstanding at December 31, 2025, a 100-basis-point change in interest rates and foreign currency exchange rates would result in a change in the net aggregate market value of these instruments by approximately $6.4 million.
Research and development and selling, general, and administrative expenses Research and development expenses as a percentage of net sales were 4.9% for 2024, compared to 4.9% for 2023, and 4.5% for 2022. Research and development expenses in U.S. dollars increased 2% in 2024 and 5% in 2023, and in local currencies increased 2% in 2024 and 3% in 2023.
Research and development and selling, general, and administrative expenses Research and development expenses as a percentage of net sales were 5.0% for 2025, compared to 4.9% for both 2024 and 2023. Research and development expenses in U.S. dollars increased 6% in 2025 and 2% in 2024, and in local currencies increased 2% in both 2025 and 2024.
Selling, general, and administrative expenses as a percentage of net sales were 24.2% for 2024, compared to 23.9% for both 2023 and 2022. Selling, general, and administrative expenses increased 4% in both U.S. dollars and local currencies in 2024 and decreased 4% in both U.S. dollars and local currencies in 2023.
Selling, general, and administrative expenses as a percentage of net sales were 24.8% for 2025, compared to 24.2% for 2024 and 23.9% for 2023. Selling, general, and administrative expenses increased 7% in U.S. dollars and 5% in local currencies in 2025 and increased 4% in both U.S. dollars and local currencies in 2024.
Our service business also delivered very strong results in 2024 as we have been able to support our customers’ ability to maintain uptime, improve productivity, and comply with regulatory requirements. As we enter 2025, we expect to continue to benefit from market trends toward automation and digitalization, as well as customer investments in on/near-shoring activities.
Our service business also delivered strong results in 2025 as we have been able to support our customers’ ability to maintain uptime, improve productivity, and comply with regulatory requirements. As we enter 2026, we expect to continue to benefit from market trends toward automation and digitalization. We also anticipate future opportunities with customer replacement cycles and investments in on/near-shoring activities.
Over the past few years, we also accelerated our ability to use advanced analytics to identify and pursue growth opportunities, while increasing the effectiveness of our digital tools to support our global sales organization. We also have continued to increase engagement with our customers with our Go-to-Market and digital approaches.
Over the past few years, we also accelerated our digital capabilities to identify and pursue growth opportunities, while increasing the effectiveness of our global sales organization. We also have continued to increase engagement with our customers with our Go-to-Market and digital approaches.
The net periodic cost for 2024 and projected benefit obligation as of December 31, 2024 were $7.2 million and $924.9 million, respectively, for our international pension plans. The expected post-retirement benefit obligation as of December 31, 2024 for our U.S. post-retirement medical benefit plan was $0.5 million.
The net periodic cost for 2025 and projected benefit obligation as of December 31, 2025 were $5.2 million and $1.0 billion, respectively, for our international pension plans. The expected post-retirement benefit obligation as of December 31, 2025 for our U.S. post-retirement medical benefit plan was $0.1 million.
Net sales in U.S. dollars increased 2% in 2024 and decreased 3% in 2023. Excluding the effect of currency exchange rate fluctuations, or in local currencies, net sales increased 3% in 2024 and decreased 3% in 2023.
Net sales in U.S. dollars increased 4% in 2025 and 2% in 2024. Excluding the effect of currency exchange rate fluctuations, or in local currencies, net sales increased 3% in both 2025 and 2024.
Segments include semiconductors, advanced materials, and new energy. The components of these faster-growing segments will change as various markets develop, and we will continue to leverage the breadth and scope of our product offering as new opportunities emerge. Extending Our Technology Lead. We continue to focus on product innovation.
The 36 Table of Contents components of these faster-growing segments will change as various markets develop, and we will continue to leverage the breadth and scope of our product offering as new opportunities emerge. Extending Our Technology Lead. We continue to focus on product innovation.
Gross profit as a percentage of net sales for products was 62.1% for 2024, compared to 60.6% for both 2023 and 2022. Gross profit as a percentage of net sales for services (including spare parts) was 53.7% for 2024, compared to 54.3% for 2023 and 52.0% for 2022.
Gross profit as a percentage of net sales for products was 61.1% for 2025, compared to 62.1% for 2024 and 60.6% for 2023. Gross profit as a percentage of net sales for services (including spare parts) was 54.4% for 2025, compared to 53.7% for 2024 and 54.3% for 2023.
In 2023, the final contingent consideration payment was made of which $5.6 million is included in financing activities for the amount accrued at the acquisition date and $4.4 million is included in operating activities for the amount not accrued at the acquisition date on the Consolidated Statement of Cash Flows in accordance with U.S. GAAP.
In addition, we made the final contingent consideration payment of $10.0 million relating to the PendoTECH acquisition in 2023, of which $5.6 million is included in financing activities for the amount accrued at the acquisition date and $4.4 million is included in operating activities for the amount not accrued at the acquisition date on the Consolidated Statement of Cash Flows in accordance with U.S.
Goodwill and other intangible assets As of December 31, 2024, our consolidated balance sheet included goodwill of $668.9 million and other intangible assets of $257.1 million. Our business acquisitions typically result in goodwill and other intangible assets, which affect the amount of future period amortization expense and possible impairment expense.
Goodwill and other intangible assets As of December 31, 2025, our consolidated balance sheet included goodwill of $739.2 million and other intangible assets of $278.9 million. Our business acquisitions typically result in goodwill and other intangible assets, which affect the amount of future period amortization expense and possible impairment expense.
Inflation Global inflation continued to moderate during 2024, after rising sharply in 2022 and 2021 related to the COVID-19 economic recovery and associated disruptions in global demand, supply chains/logistics, and labor markets, as well as the war in Ukraine and related significant increase in energy costs and the conflict in the Middle East.
Inflation Global inflation has recently moderated after rising sharply in 2022 and 2021 related to the COVID-19 economic recovery and associated disruptions in global demand, supply chains/logistics, and labor markets, the war in Ukraine and related significant increase in energy costs and the conflict in the Middle East.
Other Operations includes reporting units in Southeast Asia, Latin America, Eastern Europe, and other countries. Total net sales in U.S. dollars increased 8% in 2024 and 6% in 2023, and in local currencies increased 10% in 2024 and 7% in 2023.
Other Operations includes reporting units in Southeast Asia, Latin America, Eastern Europe, and other countries. Segment net sales in U.S. dollars increased 9% in 2025 and 8% in 2024, and in local currencies increased 9% in 2025 and 10% in 2024.
The valuation allowance of $73.2 million as of December 31, 2024 is based on management’s estimates of future taxable income and application of relevant income tax law.
The valuation allowance of $68.1 million as of December 31, 2025 is based on management’s estimates of future taxable income and application of relevant income tax law.
We reissued 68,428 shares and 79,076 shares held in treasury for the exercise of stock options and restricted stock units during 2024 and 2023, respectively.
We reissued 56,500 shares and 68,428 shares held in treasury for the exercise of stock options and restricted stock units during 2025 and 2024, respectively.
Net sales of products increased 1% in both U.S. dollars and local currencies during 2024 and decreased 7% in U.S. dollars and 6% in local currencies in 2023. Service revenue (including spare parts) increased 7% in both U.S. dollars and local currencies in 2024 and increased 10% in both U.S. dollars and local currencies in 2023.
Net sales of products increased 3% in U.S. dollars and 1% in local currencies during 2025 and 1% in both U.S. dollars and local currencies in 2024. Service revenue (including spare parts) increased 8% in U.S. dollars and 7% in local currencies in 2025, and increased 7% in both U.S. dollars and local currencies in 2024.
Cash flows used in financing activities during 2024 primarily comprised share repurchases. In accordance with our share repurchase program, we spent $850.0 million in 2024 and $900.0 million and $1.1 billion in 2023 and 2022, respectively, on the repurchase of 645,139 shares, 691,913 shares, and 838,010 shares, respectively.
GAAP. Cash flows used in financing activities during 2025 primarily comprised share repurchases. In accordance with our share repurchase program, we spent $800 million in 2025 and $850 million and $900 million in 2024 and 2023, respectively, on the repurchase of 646,608 shares, 645,139 shares, and 691,913 shares, respectively.
Product inspection experienced solid growth in 2024, and we expect our product inspection end-market to continue to benefit from our customers’ focus on brand protection, food safety, and productivity. Our food retailing sales decreased significantly during 2024 primarily due to strong project activity in 2023, especially in the Americas.
Product inspection experienced strong growth in 2025, and we expect our product inspection end-market to continue to benefit from our customers’ focus on brand protection, food safety, and productivity. 35 Table of Contents Our food retailing sales improved during 2025 primarily due to increased project activity, especially in the Americas.
As of December 31, 2024, approximately $615.3 million of additional borrowings were available under our Credit Agreement and we maintained $59.4 million of cash and cash equivalents. At December 31, 2024, the interest payments associated with 73% of the Company’s debt are fixed obligations.
As of December 31, 2025, approximately $536.3 million of additional borrowings were available under our Credit Agreement and we maintained $66.9 million of cash and cash equivalents. At December 31, 2025, the interest payments associated with 71% of our debt are fixed obligations.
Our core industrial-related products are also especially sensitive to changes in economic growth. China and emerging market economies have historically been an important source of growth based upon the expansion of their domestic economies, and we expect this to also be a source of long-term growth.
China and emerging market economies have historically been an important source of growth based upon the expansion of their domestic economies, and we expect this to also be a source of long-term growth.
The local currency decrease in net sales of our food retailing products during 2024 related to particularly strong project activity in 2023, especially in the Americas. 38 Table of Contents Gross profit Gross profit as a percentage of net sales was 60.1% for 2024, 59.2% for 2023, and 58.9% for 2022.
The local currency increase in net sales of our food retailing products during 2025 includes increased project activity in the Americas. 38 Table of Contents Gross profit Gross profit as a percentage of net sales was 59.4% for 2025, 60.1% for 2024, and 59.2% for 2023.
We also believe we will continue to benefit from increased customer demand for automation, digitalization, and safety; new facility investments; and continued focus on regulatory compliance including data integrity requirements.
We also believe we will continue to benefit from increased customer demand for automation, digitalization, and safety; new facility investments; and continued focus on regulatory compliance including data integrity requirements. Overall, we believe we are well positioned to continue to capture growth and gain market share in our laboratory business.
During the years ended December 31, 2024 and 2023, we spent $850.0 million and $900 million on the repurchase of 645,139 shares and 691,913 shares at an average price per share of $1,317.52 and $1,300.72, respectively.
During the years ended December 31, 2025 and 2024, we spent $800 million and $850 million on the repurchase of 646,608 shares and 645,139 shares at an average price per share of $1,237.18 and $1,317.52, respectively.
In 2024, we experienced soft market demand, particularly in China. We continue to benefit from the execution of our global sales and marketing programs, our innovative product portfolio, and investments in our field organization, particularly surrounding digital tools and techniques. However, there continues to be uncertainty in our end-markets, the economic environment and geopolitics, and market conditions may change quickly.
In 2025, we experienced soft market demand in our end markets. We continue to benefit from the execution of our global sales and marketing programs, our innovative product portfolio, and investments in our field organization, particularly surrounding digital tools and techniques.
The decrease in interest expense is primarily related to lower debt levels throughout the year. Our reported tax rate was 16.8% in 2024, compared to 19.0% and 18.5% in 2023 and 2022, respectively.
The decrease in interest expense is primarily related to lower interest rates throughout the year. Our reported tax rate was 17% in 2025, compared to 17% and 19% in 2024 and 2023, respectively.
Other charges (income), net Other charges (income), net consisted of net income of $4.6 million, $4.1 million, and $9.3 million in 2024, 2023, and 2022, 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.
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-service pension benefits were $13.6 million, $7.7 million, and $7.6 million in 2025, 2024, and 2023, respectively. Other charges (income), net also includes acquisition transaction costs of $2.2 million in 2025 and $0.3 million in 2024.
Western European Operations (amounts in thousands) 2024 2023 2022 Increase (Decrease) in % (1) 2024 vs. 2023 Increase (Decrease) in % (1) 2023 vs. 2022 Net sales to external customers $ 858,002 $ 792,907 $ 799,931 8% (1)% Net sales to other segments 185,321 188,963 196,900 (2)% (4)% Segment net sales 1,043,323 981,870 996,831 6% (2)% Segment cost of sales 486,823 455,596 488,153 7% (7)% Segment period expense 350,199 347,601 334,326 1% 4% Segment profit $ 206,301 $ 178,673 $ 174,352 15% 2% (1) Represents U.S. dollar growth.
Western European Operations (amounts in thousands) 2025 2024 2023 Increase (Decrease) in % (1) 2025 vs. 2024 Increase (Decrease) in % (1) 2024 vs. 2023 Net sales to external customers $ 895,971 $ 858,002 $ 792,907 4% 8% Net sales to other segments 202,552 185,321 188,963 9% (2)% Segment net sales 1,098,523 1,043,323 981,870 5% 6% Segment cost of sales 497,294 486,823 455,596 2% 7% Segment period expense 374,558 350,199 347,601 7% 1% Segment profit $ 226,671 $ 206,301 $ 178,673 10% 15% (1) Represents U.S. dollar growth (decline).
Total net sales in U.S. dollars increased 6% in 2024 and decreased 2% in 2023, and in local currencies increased 6% in 2024 and decreased 3% in 2023. Net sales to external customers in U.S. dollars increased 8% in 2024 and decreased 1% in 2023, and in local currencies increased 8% in 2024 and decreased 3% in 2023.
Segment net sales in U.S. dollars increased 2% in 2025 and decreased 5% in 2024, and in local currencies increased 2% in 2025 and decreased 3% in 2024. Net sales to external customers in U.S. dollars increased 1% in 2025 and decreased 13% in 2024, and in local currencies increased 1% in 2025 and decreased 11% in 2024.
Chinese Operations (amounts in thousands) 2024 2023 2022 Increase (Decrease) in % (1) 2024 vs. 2023 Increase (Decrease) in % (1) 2023 vs. 2022 Net sales to external customers $ 628,447 $ 718,818 $ 841,526 (13)% (15)% Net sales to other segments 320,196 278,027 308,164 15% (10)% Segment net sales 948,643 996,845 1,149,690 (5)% (13)% Segment cost of sales 422,130 448,341 530,270 (6)% (15)% Segment period expense 180,713 181,410 195,258 —% (7)% Segment profit $ 345,800 $ 367,094 $ 424,162 (6)% (13)% (1) Represents U.S. dollar growth.
Chinese Operations (amounts in thousands) 2025 2024 2023 Increase (Decrease) in % (1) 2025 vs. 2024 Increase (Decrease) in % (1) 2024 vs. 2023 Net sales to external customers $ 634,833 $ 628,447 $ 718,818 1% (13)% Net sales to other segments 329,690 320,196 278,027 3% 15% Segment net sales 964,523 948,643 996,845 2% (5)% Segment cost of sales 437,368 422,130 448,341 4% (6)% Segment period expense 182,245 180,713 181,410 1% —% Segment profit $ 344,910 $ 345,800 $ 367,094 —% (6)% (1) Represents U.S. dollar growth (decline).
In 2024, our net sales by geographic destination increased in U.S. dollars compared to 2023 by 8% in Europe, 2% in the Americas, and decreased by 3% in Asia/Rest of World.
In 2025, our net sales by geographic destination increased in U.S. dollars compared to 2024 by 5% in the Americas, 6% in Europe, and 2% in Asia/Rest of World. In local currencies, our net sales by geographic destination increased in 2025 by 5% in the Americas, 1% in Europe and 2% in Asia/Rest of World, with 1% in China.
Swiss Operations (amounts in thousands) 2024 2023 2022 Increase (Decrease) in % (1) 2024 vs. 2023 Increase (Decrease) in % (1) 2023 vs. 2022 Net sales to external customers $ 218,580 $ 188,679 $ 176,119 16% 7% Net sales to other segments 801,749 761,114 839,951 5% (9)% Segment net sales 1,020,329 949,793 1,016,070 7% (7)% Segment cost of sales 498,505 436,494 487,642 14% (10)% Segment period expense 241,178 231,818 218,584 4% 6% Segment profit $ 280,646 $ 281,481 $ 309,844 —% (9)% (1) Represents U.S. dollar growth.
Swiss Operations (amounts in thousands) 2025 2024 2023 Increase (Decrease) in % (1) 2025 vs. 2024 Increase (Decrease) in % (1) 2024 vs. 2023 Net sales to external customers $ 210,858 $ 218,580 $ 188,679 (4)% 16% Net sales to other segments 836,217 801,749 761,114 4% 5% Segment net sales 1,047,075 1,020,329 949,793 3% 7% Segment cost of sales 509,333 498,505 436,494 2% 14% Segment period expense 254,028 241,178 231,818 5% 4% Segment profit $ 283,714 $ 280,646 $ 281,481 1% —% (1) Represents U.S. dollar growth (decline).
We have purchased 32.4 million common shares since the inception of the program in 2004 through December 31, 2024, at a total cost of $9.8 billion and average price per share of $302.60.
We have purchased 33.0 million common shares since the inception of the program in 2004 through December 31, 2025, at a total cost of $10.6 billion and average price per share of $320.91.
Operations (amounts in thousands) 2024 2023 2022 Increase (Decrease) in % 2024 vs. 2023 Increase (Decrease) in % 2023 vs. 2022 Net sales to external customers $ 1,429,502 $ 1,403,919 $ 1,444,460 2% (3)% Net sales to other segments 153,759 137,192 156,884 12% (13)% Segment net sales 1,583,261 1,541,111 1,601,344 3% (4)% Segment cost of sales 690,498 689,004 736,798 —% (6)% Segment period expense 499,698 487,055 506,744 3% (4)% Segment profit $ 393,065 $ 365,052 $ 357,802 8% 2% Total net sales increased 3% in 2024 and decreased 4% in 2023 and net sales to external customers increased 2% in 2024 and decreased 3% in 2023.
Operations (amounts in thousands) 2025 2024 2023 Increase (Decrease) in % 2025 vs. 2024 Increase (Decrease) in % 2024 vs. 2023 Net sales to external customers $ 1,496,202 $ 1,429,502 $ 1,403,919 5% 2% Net sales to other segments 152,955 153,759 137,192 (1)% 12% Segment net sales 1,649,157 1,583,261 1,541,111 4% 3% Segment cost of sales 735,302 690,498 689,004 6% —% Segment period expense 538,495 499,698 487,055 8% 3% Segment profit $ 375,360 $ 393,065 $ 365,052 (5)% 8% Segment net sales increased 4% in 2025 and 3% in 2024 and net sales to external customers increased 5% in 2025 and 2% in 2024.
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 $103.9 million in 2024, $105.3 million in 2023, and $121.2 million in 2022. Capital expenditures in 2025 are expected to be relatively consistent with previous years subject to business and economic conditions.
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 $107.1 million in 2025, $103.9 million in 2024, and $105.3 million in 2023.
Global market conditions can be uncertain, and our ability to generate cash flows could be reduced by a deterioration in global markets.
Currently, our financing requirements are primarily driven by working capital requirements, capital expenditures, share repurchases, and acquisitions. Global market conditions can be uncertain, and our ability to generate cash flows could be reduced by a deterioration in global markets.
Total net sales in U.S. dollars increased 7% in 2024 and decreased 7% in 2023, and in local currencies increased 5% in 2024 and decreased 12% in 2023. Net sales to external customers in U.S. dollars increased 16% in 2024 and 7% in 2023, and in local currencies increased 14% in 2024 and increased 3% in 2023.
Net sales to external customers in U.S. dollars decreased 4% in 2025 and increased 16% in 2024, and in local currencies decreased 7% in 2025 and increased 14% 40 Table of Contents in 2024.
We currently have five reportable segments: U.S. Operations, Swiss Operations, Western European Operations, Chinese Operations, and Other Operations. A more detailed description of these segments is outlined in Note 18 to our consolidated financial statements. U.S.
A more detailed description of these segments is outlined in Note 18 to our consolidated financial statements. U.S.
The reported tax rate in 2024 includes a non-cash discrete tax benefit of $23 million resulting from the reduction of uncertain tax position liabilities related to the settlement of a tax audit. 39 Table of Contents Results of Operations — by Operating Segment The following is a discussion of the financial results of our operating segments.
The reported tax rate in 2025 and 2024 includes a non-cash discrete current tax benefit of $13.7 million and $23.0 million, respectively, resulting from the reduction of uncertain tax position liabilities related to 39 Table of Contents the settlement of a tax audit.
Our share repurchase program does not obligate us to acquire any specific number of shares; however, in 2025, we intend to spend approximately $875 million on the repurchase of shares, subject to business and economic conditions. The Inflation Reduction Act (IRA) was enacted in August, 2022.
Our share repurchase program does not obligate us to acquire any specific number of shares; however, in 2026, we intend to spend in the range of $825 million to $875 million on the repurchase of shares, subject to business and economic conditions. On July 4, 2025, the United States enacted new tax legislation into law.
Segment profit increased $27.6 million in our Western European Operations segment during 2024, compared to an increase of $4.3 million in 2023. The segment profit increase in 2024 is primarily due to increased sales volume and benefits from our margin expansion and cost savings initiatives.
Segment profit increased $20.4 million in our Western European Operations segment during 2025, compared to an increase of $27.6 million in 2024. The segment profit increase reflects increased net sales and benefits from our margin expansion initiatives, as well as favorable foreign currency translation.
Sources of liquidity include 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 financing requirements are primarily driven by working capital requirements, capital expenditures, share repurchases, and acquisitions.
Liquidity, Capital Resources, and Future Cash Requirements Liquidity is our ability to generate sufficient cash to meet our obligations and commitments. Sources of liquidity include cash flows from operating activities, available borrowings under our Credit Agreement, the ability to obtain appropriate financing, and our cash and cash equivalent balances.
However, emerging market sales can be volatile as we experienced in China over the past several years. China has historically been volatile, and market conditions may change unfavorably due to various factors. In addition to China and emerging markets, we also pursue other faster-growth vertical markets. While rather small, these markets present outsized growth potential.
We expect both our laboratory and industrial businesses to benefit from our focus on these segments. We also continue to pursue growth in under-penetrated emerging markets. However, emerging market sales can be volatile as we experienced in China over the past several years. China has historically been volatile, and market conditions may change unfavorably due to various factors.
Net sales to external customers benefited approximately 5% in 2024 and were reduced by approximately 3% in 2023 from the previously disclosed shipping delays in 2023. Local currency net sales to external customers during 2024 reflects growth in most product categories, especially laboratory products.
The growth in net sales to external customers during 2025 was reduced approximately 2% from the previously disclosed shipping delays, which benefited 2024 net sales to external customers by approximately 5%. Local currency net sales to external customers during 2025 includes strong growth in core industrial and retail products.
We continue to benefit from our strong product offering and focus on the more attractive, faster-growing segments of the market and strong execution of our growth initiatives in each region. We also continue to benefit from market trends in automation and digitalization and also expect to benefit from customer on/near-shoring activities in the future.
Our industrial sales had good growth in 2025 with increases in both product inspection and core industrial. We continue to benefit from our strong product offering and focus on the more attractive, faster-growing segments of the market and strong execution of our growth initiatives in each region.
Share Repurchase Program The Company has $1.7 billion of remaining availability under its share repurchase program as of December 31, 2024. The share repurchases are expected to be funded from cash generated from operating activities, borrowings, and cash balances.
Share Repurchase Program In November 2025, the Company’s Board of Directors authorized an additional $2.75 billion to the share repurchase program, which had $3.7 billion of remaining availability as of December 31, 2025. The share repurchases are expected to be funded from cash generated from operating activities, borrowings, and cash balances.
Net sales to external customers benefited approximately 7% in 2024 and were reduced by approximately 3% in 2023 from the previously disclosed shipping delays. Local currency net sales to external customers during 2024 includes strong growth in most product categories, offset in part by a significant decline in food retailing related to strong project activity in the prior year.
The decrease in net sales to external customers includes a decline of approximately 3% during 2025 from the previously disclosed shipping delays, which benefited net sales to external customers by approximately 7% in 2024. Local currency net sales to external customers during 2025 includes declines in most product categories.
Emerging markets, comprising Asia (excluding Japan), Eastern Europe, Latin America, the Middle East, and Africa, account for approximately 34% of our total net sales of which 16% relates to China. We have a two-pronged strategy in emerging markets: first, to capitalize on long-term growth opportunities in these markets, and second, to leverage our low-cost manufacturing operations in China.
Emerging markets, comprising Asia (excluding Japan), Eastern Europe, Latin America, the Middle East, and Africa, account for approximately 33% of our total net sales of which 16% relates to China.
Restructuring charges During the past few years, we initiated various cost reduction measures. Restructuring charges were $19.8 million in 2024, compared to $32.7 million and $9.6 million in 2023 and 2022, respectively. Restructuring expenses are primarily comprised of employee-related costs.
Restructuring charges were $17.9 million in 2025, compared to $19.8 million and $32.7 million in 2024 and 2023, respectively. Restructuring expenses are primarily comprised of employee-related costs. Other charges (income), net Other charges (income), net consisted of net income of $16.8 million, $4.6 million, and $4.1 million in 2025, 2024, and 2023, respectively.
Net sales to external customers in U.S. dollars increased 8% in 2024 and 4% in 2023, and in local currencies increased 10% in 2024 and 5% in 2023. Net sales to external customers benefited approximately 4% in 2024 and were reduced by approximately 2% in 2023 from the previously disclosed shipping delays in 2023.
Net sales to external customers in U.S. dollars increased 7% in 2025 and 8% in 2024, and in local currencies increased 7% in 2025 and 10% in 2024. Other Operations net sales to external customers and segment net sales in 2025 benefited approximately 2% from acquisitions.
Market demand in our core segments was soft in 2024, particularly in China. We continue to benefit from our strong global leadership positions, diversified customer base, innovative product offering, investment in emerging markets, significant installed base, and the impact of our sophisticated global sales and marketing programs.
Our team's resilience and agility, and our pricing, supply chain, productivity and cost savings initiatives, were critical to our ability to mitigate these challenges. We also continue to benefit from our strong global leadership positions, diversified customer base, innovative product offering, investment in emerging markets, significant installed base, and the impact of our sophisticated global sales and marketing programs.
Net sales of our laboratory products and services, which represented approximately 56% of our total net sales in 2024, increased 6% in both U.S. dollars and local currencies during 2024. Laboratory net sales in 2024 benefited approximately 4% and were reduced by 2% in 2023 from the previously disclosed shipping delays.
Net sales of our laboratory products and services, which represented approximately 56% of our total net sales in 2025, increased 3% in U.S. dollars and 1% in local currencies during 2025.We estimate laboratory local currency net sales increased 3% in 2025 excluding the impact of the previously disclosed delayed shipments in 2023.
Dollar Other Principal Trading Currencies Total 4.24% $125 million 10-year Senior Notes due June 25, 2025 125,000 — 125,000 3.91% $75 million 10-year Senior Notes due June 25, 2029 75,000 — 75,000 5.45% $150 million 10-year Senior Notes due March 1, 2033 150,000 — 150,000 2.83% $125 million 12-year Senior Notes due July 22, 2033 125,000 — 125,000 3.19% $50 million 15-year Senior Notes due January 24, 2035 50,000 — 50,000 2.81% $150 million 15-year Senior Notes due March 17, 2037 150,000 — 150,000 2.91% $150 million 15-year Senior Notes due September 1, 2037 150,000 — 150,000 1.47% EUR 125 million 15-year Senior Notes due June 17, 2030 — 129,840 129,840 1.30% EUR 135 million 15-year Senior Notes due November 6, 2034 — 140,227 140,227 1.06% EUR 125 million 15-year Senior Notes due March 19, 2036 — 129,840 129,840 Senior Notes debt issuance costs, net (2,335) (1,925) (4,260) Total Senior Notes 822,665 397,982 1,220,647 $1.35 billion Credit Agreement, interest at benchmark plus 87.5 basis points (1)(2) 445,706 284,497 730,203 Other local arrangements 6,392 56,646 63,038 Total debt 1,274,763 739,125 2,013,888 Less: current portion (126,200) (56,423) (182,623) Total long-term debt $ 1,148,563 $ 682,702 $ 1,831,265 (1) See Note 6 and Note 7 for additional disclosures on the financial instruments associated with the Credit Agreement.
Dollar Other Principal Trading Currencies Total 3.91% $75 million 10-year Senior Notes due June 25, 2029 75,000 — 75,000 5.45% $150 million 10-year Senior Notes due March 1, 2033 150,000 — 150,000 2.83% $125 million 12-year Senior Notes due July 22, 2033 125,000 — 125,000 3.19% $50 million 15-year Senior Notes due January 24, 2035 50,000 — 50,000 2.81% $150 million 15-year Senior Notes due March 17, 2037 150,000 — 150,000 2.91% $150 million 15-year Senior Notes due September 1, 2037 150,000 — 150,000 1.47% EUR 125 million 15-year Senior Notes due June 17, 2030 — 146,753 146,753 1.30% EUR 135 million 15-year Senior Notes due November 6, 2034 — 158,493 158,493 1.06% EUR 125 million 15-year Senior Notes due March 19, 2036 — 146,753 146,753 3.80% EUR 100 million 10 1/2-year Senior Notes due July 9, 2035 — 117,402 117,402 Senior Notes debt issuance costs, net (2,076) (1,757) (3,833) Total Senior Notes 697,924 567,644 1,265,568 $1.35 billion Credit Agreement, interest at benchmark plus 87.5 basis points (1)(2) 416,762 392,453 809,215 Other local arrangements 18,558 58,831 77,389 Total debt 1,133,244 1,018,928 2,152,172 Less: current portion (5,528) (58,403) (63,931) Total long-term debt $ 1,127,716 $ 960,525 $ 2,088,241 (1) See Note 6 and Note 7 for additional disclosures on the financial instruments associated with the Credit Agreement.
In local currencies, our net sales by geographic destination increased in 2024 by 8% in Europe, 3% in the Americas, and decreased by 1% in Asia/Rest of World, with an 11% decline in China. A discussion of sales by operating segment is included below.
Excluding the impact of the previously disclosed delayed shipments in 2023 and acquisitions, we estimate local currency net sales in 2025 increased by 4% in the Americas, 3% in Europe and 3% in Asia/Rest of World, with 1% in China. A discussion of sales by operating segment is included below.
Net sales of our food retailing products and services, which represented approximately 5% of our total net sales in 2024, decreased 14% in both U.S. dollars and local currencies during 2024. Retail net sales in 2024 benefited approximately 3% and were reduced by 2% in 2023 from previously disclosed shipping delays.
Net sales of our food retailing products and services, which represented approximately 5% of our total net sales in 2025, increased 5% in U.S. dollars and 3% in local currencies during 2025.We estimate food retailing local currency net sales increased 5% in 2025 excluding the impact of the previously disclosed delayed shipments in 2023.
The increase during 2024 primarily includes higher variable compensation, offset in part by benefits from our cost savings initiatives. Amortization expense Amortization expense was $72.9 million in 2024, compared to $72.2 million and $66.2 million in 2023 and 2022, respectively. The increase in amortization expense during 2024 relates to our investments in information technology, primarily from our Blue Ocean program.
The increase during 2025 primarily includes sales and marketing investments, offset in part by savings from our cost savings initiatives. Amortization expense Amortization expense was $74.5 million in 2025, compared to $72.9 million and $72.2 million in 2024 and 2023, respectively. Restructuring charges During the past few years, we initiated various cost reduction measures.
We believe the long-term growth of these segments will be favorably impacted by the Chinese government’s emphasis on science, high-value industries, product quality, and food safety. We expect our laboratory and product inspection businesses will particularly benefit from our focus on these segments. We also continue to pursue growth in under-penetrated emerging markets.
Going forward, we continue to redeploy resources and sales and marketing efforts to pharma/biopharmaceutical, food manufacturing, chemical, and new energy. We believe the long-term growth of these segments will be favorably impacted by the Chinese government’s emphasis on science, high-value industries, product quality, and food safety.
Segment profit increased $28.0 million in our U.S. Operations segment during 2024, compared to an increase of $7.3 million during 2023. The segment profit increase in 2024 is primarily due to improved business mix, and benefits from our margin expansion and cost saving initiatives.
Segment profit increased $17.5 million in our Other Operations segment during 2025, compared to an increase of $17.9 million during 2024. The increase in segment profit during 2025 primarily related to increased segment net sales and benefits from our margin expansion initiatives.
Overall, versus the prior year, we experienced a 1% decrease in emerging market local currency sales by destination during 2024, which included an 11% local currency sales decline in China and a 10% local currency sales increase in other emerging markets.
India has also been a source of emerging market sales growth in past years due to increased life science research activities. Overall, versus the prior year, we experienced a 3% increase in emerging market local currency sales by destination during 2025, which included a local currency sales increase of 1% in China and 5% in other emerging markets, respectively.

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