8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  April 26, 2007

Mettler-Toledo International Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State of incorporation)

  File No. 001-13595 (Commission File Number) 13-3668641 (I.R.S. Employer Identification No.)  

1900 Polaris Parkway

Columbus, Ohio 43240

__________________________________________

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code:1-614-438-4511

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition.” The information furnished in this Form 8-K and the Exhibit attached hereto shall not be treated as filed for purposes of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On April 26, 2007, Mettler-Toledo International Inc. (“Mettler-Toledo”) issued a press release (the “Release”) setting forth its financial results for the three months ended March 31, 2007. A copy of the Release is furnished hereto as Exhibit 99.1 to this report.

Non-GAAP Financial Measures

Mettler-Toledo supplements its U.S. GAAP results with non-GAAP financial measures. The principal non-GAAP financial measures Mettler-Toledo uses are Adjusted Operating Income and Free Cash Flow.

Adjusted Operating Income

Mettler-Toledo defines Adjusted Operating Income as gross profit less research and development, selling, general and administrative expenses and restructuring charges, before amortization, interest, other income, net and taxes. The most directly comparable U.S. GAAP financial measure is earnings before taxes.

Mettler-Toledo believes that Adjusted Operating Income is important supplemental information for investors. Adjusted Operating Income is used internally as the principal profit measurement by its segments in their reporting to management. Mettler-Toledo uses this measure because it excludes amortization, interest, other income, net and taxes, which are not allocated to the segments.

On a consolidated basis, Mettler-Toledo also believes Adjusted Operating Income is an important supplemental method of measuring profitability. It is used internally by senior management for measuring profitability and setting performance targets for managers, and has historically been used as one of the means of publicly providing guidance on possible future results. Mettler-Toledo also believes that Adjusted Operating Income is an important performance measure because it provides a measure of comparability to other companies with different capital or legal structures, which accordingly may be subject to disparate interest rates and effective tax rates, and to companies which may incur different amortization expenses or impairment charges related to intangible assets.

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

Limitations of Mettler-Toledo’s non-GAAP measure, Adjusted Operating Income

Mettler-Toledo’s non-GAAP measure, Adjusted Operating Income, has certain material limitations as follows:

·   It does not include interest expense. Because Mettler-Toledo has borrowed money to finance some of its operations, interest is a necessary and ongoing part of its costs and has assisted Mettler-Toledo in generating revenue. Therefore any measure that excludes interest expense has material limitations.  

·   It excludes amortization expense and other income, net. Because these items are recurring, any measure that excludes them has material limitations.  

Free Cash Flow

Mettler-Toledo defines Free Cash Flow as net cash provided by operating activities less capital expenditures and refinancing fees, before restructuring payments, excess tax benefits from share-based payment arrangements and proceeds from the sale of property, plant and equipment. The most directly comparable U.S. GAAP financial measure is net cash provided by operating activities.

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

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

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

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

·   It includes purchases of property, plant and equipment and refinancing fees,which are not considered to be components of net cash provided by operating activities under U.S. GAAP. Therefore any measure that includes purchases of property, plant and equipment and refinancing feeshas material limitations.  

·   It excludes restructuring payments, excess tax benefits from share-based payment arrangements and proceeds from the sale of property, plant and equipment, which are considered to be a component of net cash provided by operating activities under U.S. GAAP. Therefore any measure that excludes these items has material limitations.

Adjusted Operating Income and Free Cash Flow should not be relied upon to the exclusion of U.S. GAAP financial measures, but reflect additional measures of comparability and means of viewing aspects of Mettler-Toledo’s operations that, when viewed together with its U.S. GAAP results and the accompanying reconciliations to net earnings and net cash provided by operating activities, provide a more complete understanding of factors and trends affecting its business.

Because Adjusted Operating Income and Free Cash Flow are not standardized, it may not be possible to compare with other companies’ non-GAAP financial measures having the same or similar names. We strongly encourage investors to review our financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

The Release provides a reconciliation of Adjusted Operating Income and Free Cash Flow to the most comparable financial measures recorded under U.S. GAAP.

Item 9.01 Financial Statements and Exhibits

Exhibit No.    Description

99.1Press release, dated April 26, 2007, issued by Mettler-Toledo International Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

     METTLER-TOLEDO INTERNATIONAL INC.

Dated: April 26, 2007By:/s/ William P. Donnelly

  William P. Donnelly

  Chief Financial Officer

EX-99.1

Exhibit 99-1

METTLER-TOLEDO INTERNATIONAL INC. REPORTS

FIRST QUARTER 2007 RESULTS

- - Strong Sales Growth and Operating Performance - -

- - EPS Outlook Increased for 2007 - -

COLUMBUS, Ohio, USA - April 26, 2007 - Mettler-Toledo International Inc. (NYSE: MTD) today announced first quarter results. The highlights of the quarter were:

· Sales growth in local currency was 8%. Reported sales growth was 12%, which included a 4% currency benefit.  

· Reported net earnings per diluted share (EPS) were $0.78, an increase of 37% over the first quarter 2006 amount of $0.57.  

· Projected 2007 EPS was increased to $4.18 to $4.28.

First Quarter Results

Robert F. Spoerry, Chairman, President and Chief Executive Officer, stated, “We are very pleased with our record first quarter results and the solid start to 2007. Sales growth was broad-based, and operating profit margins and cash flow generation were strong. Our strategic initiatives remain well on track, and we have increased our full year EPS guidance.”

Reported EPS was $0.78 and increased 37% over the prior year first quarter EPS of $0.57.

Sales were $387.8 million, compared with $346.2 million in the prior year, an increase of 8% in local currency sales. Reported sales growth was 12%, which included a 4% favorable currency benefit. By region, local currency sales growth was 4% in Europe, 10% in the Americas and 11% in Asia / Rest of World. Adjusted operating income amounted to $48.7 million, a 27% increase over the prior year amount of $38.3 million.

Cash flow from operations was $32.3 million, compared with $19.1 million in 2006. The Company repurchased 838,000 shares of its stock for $71.5 million during the quarter.

2007 Outlook Increased

The Company stated that based on first quarter results and economic environment and market conditions that remain similar to today’s, it now expects 2007 EPS to be in the range of $4.18 to $4.28. This compares with previous 2007 EPS guidance of $4.10 to $4.20. In 2006, reported EPS was $3.86 which included a $0.20 benefit for discrete tax items. On a comparable basis - that is, excluding the discrete tax items in 2006 - current EPS guidance represents a growth of approximately 14% to 17%. For the second quarter, the Company expects EPS to be in the range of $1.01 to $1.03.

Other Matters

The Company has provided a reconciliation of earnings before taxes, the most comparable U.S. GAAP measure, to adjusted operating income in the attached schedules.

The Company will host a conference call to discuss its first quarter results today (Thursday, April 26) at 5:00 p.m. Eastern Time. To hear a live webcast or replay of the call, visit the investor relations page on the Company’s website at www.mt.com.

METTLER TOLEDO is a leading global supplier of precision instruments and services. The Company is the world’s largest manufacturer and marketer of weighing instruments for use in laboratory, industrial and food retailing applications. The Company also holds top-three market positions in several related analytical instruments and is a leading provider of automated chemistry systems used in drug and chemical compound discovery and development. In addition, the Company is the world’s largest manufacturer and marketer of metal detection and other end-of-line inspection systems used in production and packaging and holds a leading position in certain process analytics applications. Additional information about METTLER TOLEDO can be found on the World Wide Web at “www.mt.com.”

Statements in this discussion which are not historical facts may be considered "forward-looking statements" that involve risks and uncertainties. For a discussion of these risks and uncertainties, which could cause actual events or results to differ from those contained in the forward-looking statements, see “Factors affecting our future operating results” in Part I, Item 1A, of the Company's Annual Report on Form 10-K for the fiscal year December 31, 2006. The Company assumes no obligation to update this press release.

	METTLER-TOLEDO INTERNATIONAL INC.
	CONSOLIDATED STATEMENTS OF OPERATIONS
	(amounts in thousands except share data)
	(unaudited)
		Three months ended			Three months ended
		March 31, 2007		% of sales	March 31, 2006	% of sales
Net sales		$387,764	(a)	100.0	$346,160	100.0
Cost of sales		196,285		50.6	175,820	50.8
Gross profit		191,479		49.4	170,340	49.2
Research and development		21,336		5.5	19,939	5.7
Selling, general and administrative (b)		121,436		31.3	112,131	32.4
Amortization		2,925		0.8	2,855	0.8
Interest expense		4,460		1.2	4,076	1.2
Other income, net		(362)		(0.1)	(2,538)	(0.7)
Earnings before taxes		41,684		10.7	33,877	9.8
Provision for taxes		11,254		2.9	10,162	2.9
Net earnings		$30,430		7.8	$23,715	6.9
Basic earnings per common share:
Net earnings		$0.80			$0.58
Weighted average number of common shares		38,065,483			41,050,849
Diluted earnings per common share:
Net earnings		$0.78			$0.57
Weighted average number of common		38,931,681			41,774,068
and common equivalent shares
Notes:
(a)	Local currency sales increased 8% as compared to the same period in 2006.
(b)	Amount includes share-based compensation for all periods presented.

	RECONCILIATION OF EARNINGS BEFORE TAXES TO ADJUSTED OPERATING INCOME
		Three months ended			Three months ended
		March 31, 2007		% of sales	March 31, 2006	% of sales
Earnings before taxes		$41,684			$33,877
Amortization		2,925			2,855
Interest expense		4,460			4,076
Other income, net		(362)			(2,538)
Adjusted operating income (b)		$48,707	(a)	12.6	$38,270	11.1
Note:
(a)	Adjusted operating income increased 27% as compared to the same period in 2006.
(b)	Amount includes share-based compensation for all periods presented.

METTLER-TOLEDO INTERNATIONAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
(unaudited)
	March 31, 2007	December 31, 2006
Cash and cash equivalents	$95,530	$151,269
Accounts receivable, net	290,671	306,879
Inventory	160,590	148,372
Other current assets and prepaid expenses	66,154	63,250
Total current assets	612,945	669,770
Property, plant and equipment, net	230,723	229,138
Goodwill and other intangibles	536,753	535,621
Other non-current assets	153,651	152,556
Total assets	$1,534,072	$1,587,085
Short-term debt	$12,346	$9,962
Accounts payable	90,315	95,971
Accrued and other current liabilities	250,209	278,446
Total current liabilities	352,870	384,379
Long-term debt	330,916	345,705
Other non-current liabilities	250,000	226,139
Total liabilities	933,786	956,223
Shareholders’ equity	600,286	630,862
Total liabilities and shareholders’ equity	$1,534,072	$1,587,085

METTLER-TOLEDO INTERNATIONAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
(unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
	Three months ended
	March 31,
	2007	2006
Cash flow from operating activities:
Net earnings	$30,430	$23,715
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation	6,454	6,354
Amortization	2,925	2,855
Deferred taxation	(2,375)	(1,680)
Excess tax benefits from share-based payment arrangements	(2,455)	(5,571)
Other	2,086	998
Increase in cash resulting from changes in operating assets and liabilities	(4,762)	(7,538)
Net cash provided by operating activities	32,303	19,133
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment	206	1,638
Purchase of property, plant and equipment	(7,857)	(6,004)
Acquisitions	-	(572)
Net cash used in investing activities	(7,651)	(4,938)
Cash flows from financing activities:
Proceeds from borrowings	3,792	7,696
Repayments of borrowings	(17,306)	(26,784)
Proceeds from exercise of stock options	6,023	9,741
Excess tax benefits from share-based payment arrangements	2,455	5,571
Repurchases of common stock (a)	(76,939)	(72,103)
Net cash used in financing activities	(81,975)	(75,879)
Effect of exchange rate changes on cash and cash equivalents	1,584	503
Net decrease in cash and cash equivalents	(55,739)	(61,181)
Cash and cash equivalents:
Beginning of period	151,269	324,578
End of period	$95,530	$263,397

Note:
(a)	The three months ended March 31, 2007 and 2006 include $5.4 million and $4.2 million, respectively, relating to the settlement of a liability for shares purchased as of December 31, 2006 and 2005.
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW

Net cash provided by operating activities	$32,303	$19,133
Excess tax benefits from share-based payment arrangements	2,455	5,571
Proceeds from sale of property, plant and equipment	206	1,638
Purchase of property, plant and equipment	(7,857)	(6,004)
Free cash flow	$27,107	$20,338

METTLER-TOLEDO INTERNATIONAL INC.
OTHER OPERATING STATISTICS
LOCAL CURRENCY SALES GROWTH BY DESTINATION
	Europe	Americas	Asia/RoW	Total
Three Months Ended March 31, 2007	4%	10%	11%	8%