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): July 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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-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 July 26, 2007, Mettler-Toledo International Inc. (“Mettler-Toledo”) issued a press release (the “Release”) setting forth its financial results for the three and six months ended June 30, 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 Earnings per Share, Adjusted Operating Income and Free Cash Flow.

Adjusted Earnings per Share

Mettler-Toledo defines Adjusted Earnings per Share as diluted earnings per common share excluding amortization of purchased intangible assets, net of tax.  The most directly comparable U.S. GAAP financial measure is diluted earnings per common share.

Mettler-Toledo believes that Adjusted Earnings per Share is important supplemental information for investors.  Mettler-Toledo uses this measure because it excludes amortization of purchased intangibles, which management believes is not directly related to current and ongoing operations thereby providing investors with information that helps to compare ongoing operating performance.

Adjusted Earnings per Share is used in addition to and in conjunction with results presented in accordance with U.S. GAAP.  Adjusted Earnings per Share is not intended to represent diluted earnings per common share under U.S. GAAP and should not be considered as an alternative to diluted earnings per common share as an indicator of Mettler-Toledo’s performance because of the following limitations.

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

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

It does not include amortization expense of purchased intangibles, net of tax.  Because amortization of purchased intangibles is recurring, any measure that excludes amortization of purchased intangibles has material limitations.

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 Earnings per Share, 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 Earnings per Share, 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 Earnings per Share, 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

99.1 Press release, dated July 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:  July 26, 2007	By:	/s/ William P. Donnelly
		William P. Donnelly
		Chief Financial Officer

EX-99.1

Exhibit 99-1

METTLER-TOLEDO INTERNATIONAL INC. REPORTS

SECOND QUARTER 2007 RESULTS

- - Broad-Based Sales Growth - -

- - Continued Strong Operating Performance - -

COLUMBUS, Ohio, USA – July 26, 2007 – Mettler-Toledo International Inc. (NYSE: MTD) today announced second quarter results.  Here are highlights of the quarter:

     · Sales growth in local currency was 7%.  Reported sales growth was 11%, which included a 4% currency benefit.  

     · Net earnings per diluted share as reported (EPS) were $1.07, an increase of 27% over the second quarter 2006 amount of $0.84.  Adjusted EPS was $1.09, an increase of 27% over the prior year amount of $0.86.  Adjusted EPS is a non-GAAP measure which excludes the effect (net of tax) of the amortization of purchased intangibles.  A reconciliation of EPS to Adjusted EPS is provided in the attached schedules.  

     · Projected 2007 EPS is estimated at $4.28 to $4.33 and projected Adjusted EPS is estimated at $4.35 to $4.40.

Second Quarter Results

Robert F. Spoerry, Chairman, President and Chief Executive Officer, stated, “We are pleased with another quarter of strong operating results.  Sales growth was broad-based, and operating profit margins and cash flow generation were excellent and on target with our expectations.”

EPS was $1.07, an increase of 27% over the prior year amount of $0.84.  Adjusted EPS was $1.09, an increase of 27% over the prior year amount of $0.86.  A reconciliation of EPS to Adjusted EPS is provided in the attached schedules.

Sales were $430.5 million, compared with $389.2 million in the prior year, an increase of 7% in local currency sales.  Reported sales growth was 11%, which included a 4% favorable currency benefit.  By region, local currency sales growth was 7% in Europe, 4% in the Americas and 14% in Asia / Rest of World.  Adjusted operating income amounted to $63.8 million, a 17% increase over the prior year amount of $54.3 million.

Cash flow from operations was $60.6 million, compared with $53.1 million in 2006.  The Company repurchased 718,000 shares of its stock for $69.0 million during the quarter.

Six-Month Results

EPS for the six-month period was $1.85, an increase of 31% over the prior year amount of $1.41.  Adjusted EPS was $1.88, an increase of 31% over the prior year amount of $1.44.  A reconciliation of EPS to Adjusted EPS is provided in the attached schedules.

Sales were $818.3 million for the six-month period, compared with $735.3 million in the prior year, an increase of 7% in local currency sales.  Reported sales growth was 11%, which included a 4% favorable currency benefit.  By region, local currency sales growth was 5% in Europe, 7% in the Americas and 12% in Asia / Rest of World.  Adjusted operating income amounted to $112.5 million, a 22% increase over the prior year amount of $92.6 million.

Cash flow from operations was $92.9 million, compared with $72.2 million in 2006.  The Company repurchased 1.6 million shares of its stock for $140.5 million during the first six months.

2007 Outlook Increased

The Company stated that based on first-half results and assuming economic environment and market conditions remain similar to today’s, it now expects 2007 EPS to be in the range of $4.28 to $4.33.  This compares with previous EPS guidance of $4.18 to $4.28.

The Company expects Adjusted EPS in 2007 to be in a range of $4.35 to $4.40 which excludes $0.07 per share for the effects of amortization of purchased intangibles.  This represents an increase of 17% to 18% over 2006 Adjusted EPS of $3.72.  Adjusted EPS in 2006 excludes $0.06 per share for amortization of purchased intangibles and a $0.20 per share benefit from discrete tax items.   Previous guidance on an Adjusted EPS basis was $4.25 to $4.35.

For the third quarter 2007, the Company expects EPS to be in the range of $1.02 to $1.05 and Adjusted EPS to be in the range of $1.04 to $1.07.

Continued Growth

Spoerry continued, “METTLER TOLEDO’s broad geographic footprint continues to yield substantial benefits, especially our strong growth from emerging market countries.  We recently reached a milestone with the 20-year anniversary of our Chinese manufacturing operations.  We have a significant presence in China, which includes a recently opened and expanded facility to accommodate our growth plans.  In addition to emerging market growth, our other initiatives, including our Spinnaker-related sales and marketing programs and new product launches, continue to pay dividends.  The ongoing execution of our strategic initiatives provides us confidence in our growth prospects this year and into the future.”

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 second quarter results today (Thursday, July 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 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                   June 30, 2007              % of sales     Three months ended                  June 30, 2006               % of sales

Net sales	$	430,544		(a)	100.0		$	389,157		100.0
Cost of sales		215,451			50.0			196,722		50.6
Gross profit		215,093			50.0			192,435		49.4
Research and development		22,455			5.2			20,562		5.3
Selling, general and administrative (b)		128,855			29.9			117,576		30.2
Amortization		2,958			0.7			2,850		0.7
Interest expense		5,002			1.2			4,350		1.1
Other income, net		(384	)		(0.1	)		(2,557	)	(0.7	)
Earnings before taxes		56,207			13.1			49,654		12.8
Provision for taxes		15,176			3.6			14,897		3.9
Net earnings	$	41,031			9.5		$	34,757		8.9
Basic earnings per common share:
Net earnings	$	1.10					$	0.86
Weighted average number of common shares		37,454,360						40,535,389
Diluted earnings per common share:
Net earnings	$	1.07					$	0.84
Weighted average number of common		38,409,325						41,237,812
and common equivalent shares

Notes:
(a)	Local currency sales increased 7% 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                   June 30, 2007              % of sales     Three months ended                  June 30, 2006               % of sales

Earnings before taxes	$	56,207				$	49,654
Amortization		2,958					2,850
Interest expense		5,002					4,350
Other income, net		(384	)				(2,557	)
Adjusted operating income (b)	$	63,783		(a)	14.8	$	54,297		14.0

Notes:
(a)	Adjusted operating income increased 17% as compared to the same period in 2006.
(b)	Amount includes share-based compensation for all periods presented.

METTLER-TOLEDO INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands except share data)

(unaudited)

           Six months ended                     June 30, 2007               % of sales          Six months ended                  June 30, 2006               % of sales

Net sales	$	818,307		(a)	100.0		$	735,317		100.0
Cost of sales		411,737			50.3			372,542		50.7
Gross profit		406,570			49.7			362,775		49.3
Research and development		43,790			5.4			40,501		5.5
Selling, general and administrative (b)		250,290			30.6			229,707		31.2
Amortization		5,883			0.7			5,705		0.8
Interest expense		9,462			1.1			8,426		1.1
Other income, net		(746	)		(0.1	)		(5,095	)	(0.7	)
Earnings before taxes		97,891			12.0			83,531		11.4
Provision for taxes		26,430			3.3			25,059		3.4
Net earnings	$	71,461			8.7		$	58,472		8.0
Basic earnings per common share:
Net earnings	$	1.89					$	1.43
Weighted average number of common shares		37,759,922						40,793,119
Diluted earnings per common share:
Net earnings	$	1.85					$	1.41
Weighted average number of common		38,670,503						41,505,940
and common equivalent shares

Notes:
(a)	Local currency sales increased 7% 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

           Six months ended                     June 30, 2007               % of sales          Six months ended                  June 30, 2006               % of sales

Earnings before taxes	$	97,891				$	83,531
Amortization		5,883					5,705
Interest expense		9,462					8,426
Other income, net		(746	)				(5,095	)
Adjusted operating income (b)	$	112,490		(a)	13.7	$	92,567		12.6

Notes:
(a)	Adjusted operating income increased 22% 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)

	June 30, 2007		December 31, 2006
Cash and cash equivalents	$	99,707	$	151,269
Accounts receivable, net		300,762		306,879
Inventory		163,016		148,372
Other current assets and prepaid expenses		68,888		63,250
Total current assets		632,373		669,770
Property, plant and equipment, net		229,528		229,138
Goodwill and other intangibles		536,551		535,621
Other non-current assets		154,112		152,556
Total assets	$	1,552,564	$	1,587,085
Short-term debt	$	15,152	$	9,962
Accounts payable		92,936		95,971
Accrued and other current liabilities		270,653		278,446
Total current liabilities		378,741		384,379
Long-term debt		337,861		345,705
Other non-current liabilities		250,095		226,139
Total liabilities		966,697		956,223
Shareholders’ equity		585,867		630,862
Total liabilities and shareholders’ equity	$	1,552,564	$	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						Six months ended
	June 30,						June 30,
	2007			2006			2007			2006
Cash flow from operating activities:
Net earnings	$	41,031		$	34,757		$	71,461		$	58,472
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation		6,463			6,541			12,917			12,895
Amortization		2,958			2,850			5,883			5,705
Deferred taxation		(1,926	)		(3,365	)		(4,301	)		(5,045	)
Excess tax benefits from share-based payment arrangements		(2,188	)		(2,177	)		(4,643	)		(7,748	)
Other		2,158			1,950			4,244			2,948
Increase in cash resulting from changes in
operating assets and liabilities		12,084			12,558			7,322			5,020
Net cash provided by operating activities		60,580			53,114			92,883			72,247
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment		940			1,959			1,146			3,597
Purchase of property, plant and equipment		(8,440	)		(5,795	)		(16,297	)		(11,799	)
Acquisitions		-			(218	)		-			(790	)
Net cash used in investing activities		(7,500	)		(4,054	)		(15,151	)		(8,992	)
Cash flows from financing activities:
Proceeds from borrowings		14,813			22,033			18,605			29,729
Repayments of borrowings		(2,875	)		(48,565	)		(20,181	)		(75,349	)
Proceeds from exercise of stock options		4,431			7,726			10,454			17,467
Excess tax benefits from share-based payment arrangements		2,188			2,177			4,643			7,748
Repurchases of common stock (a)		(68,964	)		(49,241	)		(145,903	)		(121,344	)
Net cash used in financing activities		(50,407	)		(65,870	)		(132,382	)		(141,749	)
Effect of exchange rate changes on cash and cash equivalents		1,504			179			3,088			682
Net increase (decrease) in cash and cash equivalents		4,177			(16,631	)		(51,562	)		(77,812	)
Cash and cash equivalents:
Beginning of period		95,530			263,397			151,269			324,578
End of period	$	99,707		$	246,766		$	99,707		$	246,766

Note:
(a)	The six months ended June 30, 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	$	60,580		$	53,114		$	92,883		$	72,247
Excess tax benefits from share-based payment arrangements		2,188			2,177			4,643			7,748
Proceeds from sale of property, plant and equipment		940			1,959			1,146			3,597
Purchase of property, plant and equipment		(8,440	)		(5,795	)		(16,297	)		(11,799	)
Free cash flow	$	55,268		$	51,455		$	82,375		$	71,793

METTLER-TOLEDO INTERNATIONAL INC.
OTHER OPERATING STATISTICS
LOCAL CURRENCY SALES GROWTH BY DESTINATION
	Europe	Americas	Asia/RoW	Total
Three Months Ended June 30, 2007	7%	4%	14%	7%
Six Months Ended June 30, 2007	5%	7%	12%	7%

RECONCILIATION OF DILUTED EPS AS REPORTED TO ADJUSTED DILUTED EPS
(unaudited)
	Three months ended						Six months ended
	June 30,						June 30,
	2007		2006		% Growth		2007		2006		% Growth
EPS as reported, diluted	$	1.07	$	0.84		27%	$	1.85	$	1.41		31%
Purchased intangible amortization (a)		0.02		0.02				0.03		0.03
Adjusted EPS, diluted	$	1.09	$	0.86		27%	$	1.88	$	1.44		31%

Note:
(a)	Item represents the EPS impact of purchased intangible amortization, net of tax, of $0.6 million for both the three months ended June 30, 2007 and 2006 and $1.3 million for both the six months ended June 30, 2007 and 2006.