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): February 7, 2008

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.)

Im Langacher, P.O. Box MT-100

CH 8606 Greifensee, Switzerland

and

1900 Polaris Parkway

Columbus, OH 43240

 (Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code:

+41-44-944-22-11 and 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 February 7, 2008, Mettler-Toledo International Inc. (“Mettler-Toledo”) issued a press release (the “Release”) setting forth its financial results for the three and twelve months ended December 31, 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 certain one-time discrete tax items and 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 certain one-time discrete tax items and amortization of purchased intangibles, net of tax, 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 Earnings per Share

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

It does not include certain one-time discrete tax items and amortization expense of purchased intangibles, net of tax.  Because one-time discrete tax items and amortization of purchased intangibles are components of diluted earnings per share under U.S. GAAP, any measure that excludes one-time discrete tax items and 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, net cash provided by operating activities and diluted earnings per share, provide a more complete understanding of factors and trends affecting its business.

Because Adjusted Earnings per Share, Adjusted Operating 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 February 7, 2008, 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:  February 7, 2008	By:	/s/ William P. Donnelly
		William P. Donnelly
		Chief Financial Officer

EX-99.1

Exhibit 99.1

METTLER-TOLEDO INTERNATIONAL INC. REPORTS

FOURTH QUARTER 2007 RESULTS

- - Excellent Finish to 2007 - -

- - Improved Outlook for 2008 - -

COLUMBUS, Ohio, USA – February 7, 2008 – Mettler-Toledo International Inc. (NYSE: MTD) today announced fourth quarter results for 2007.  Here are the highlights:

·     Sales growth in local currency was 8%.  Reported sales growth was 15%, which included a 7% currency benefit.

·     Net earnings per diluted share as reported (EPS) were $1.72 an increase of 31% over the fourth quarter 2006 of $1.31.  Adjusted EPS was $1.73, an increase of 30% over the prior year amount of $1.33.  Adjusted EPS is a non-GAAP measure and a reconciliation to EPS is provided on the last page of the attached schedules.

·     Projected 2008 EPS is estimated at $5.23 to $5.38 and projected Adjusted EPS is estimated at $5.30 to $5.45.

Fourth Quarter Results

Robert F. Spoerry, Executive Chairman of the Board, stated, “We had a strong finish to a great year with our fourth quarter results.  Our local currency sales growth was broad-based and better- than-expected.  Diligent execution and favorable market conditions helped to generate excellent growth in operating profit and EPS.”

EPS was $1.72, an increase of 31% over the prior year amount of $1.31.  Adjusted EPS was $1.73, an increase of 30% over the prior year amount of $1.33.

Sales were $532.8 million, compared with $462.3 million in the prior year, an increase of 8% in local currency sales.  Reported sales growth was 15%, which included a 7% favorable currency benefit.  By region, local currency sales growth was 7% in Europe, 4% in the Americas and 20% in Asia / Rest of World.  Adjusted operating income amounted to $95.4 million, a 23% increase over the prior year amount of $77.5 million.

Cash flow from operations was $59.1 million, compared with $51.9 million in 2006.  The Company repurchased 674,000 shares of its stock for $75.5 million during the quarter.

Full Year Results

For 2007, EPS was $4.70, compared with the prior year amount of $3.86.  Adjusted EPS was $4.74, an increase of 27% over the prior year amount of $3.72.

Sales were $1.8 billion, compared with $1.6 billion in 2006.  This represents 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 6% in both Europe and the Americas and 16% in Asia / Rest of World.  Adjusted operating income amounted to $274.7 million, a 22% increase over the prior year amount of $225.9 million.

Cash flow from operations was $228.2 million, compared with $191.6 million in 2006.  The Company repurchased 3.4 million shares of its stock for $324.6 million in 2007.

Outlook Raised

The Company stated that there are some uncertainties in the market caused by the global economic environment.  Assuming local currency sales growth of 4% to 6%, the Company estimates 2008 EPS in the range of $5.23 to $5.38.  Adjusted 2008 EPS is estimated in the range of $5.30 to $5.45 and represents a 12% to 15% increase over 2007.  It also represents a $0.13 to $0.18 per share increase over previously provided guidance.  Adjusted 2008 EPS excludes $0.07 per share for purchased intangibles amortization.

For the first quarter, the Company estimates EPS in the range of $0.94 to $0.96.  Adjusted EPS is estimated in the range of $0.96 to $0.98, which represents a 20% to 23% increase over the prior year quarter.

Conclusion

Olivier Filliol, President and Chief Executive Officer, concluded, “2007 provided compelling evidence of the effectiveness of our business strategies.  We remain committed to these strategies and are confident in our ability to execute them.  We will continue to focus on enhancing our sales and marketing programs and capturing more market share in developed countries, capitalizing on sizable opportunities in emerging markets, leveraging our new product launches and optimizing our costs and invested capital.

“With the strong finish to the year, we have raised our expectations for 2008 results.  Our guidance reflects an increasingly cautious view on the global economic environment, particularly in the United States.  We will monitor our markets closely and if conditions change we will adapt our plans accordingly.”

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 fourth quarter results today (Thursday, February 7) 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     December 31, 2007					% of sales		Three months ended December 31, 2006				% of sales
Net sales	$	532,840		(a)		100.0		$	462,277			100.0
Cost of sales		262,240				49.2			228,677			49.5
Gross profit		270,600				50.8			233,600			50.5
Research and development		25,889				4.9			21,823			4.7
Selling, general and administrative (b)		149,316				28.0			134,240			29.0
Amortization		2,974				0.6			3,005			0.7
Interest expense		6,026				1.1			4,657			1.0
Other income, net		(189	)			(0.1	)		(1,385	)		(0.3	)
Earnings before taxes		86,584				16.3			71,260			15.4
Provision for taxes		23,310				4.4			19,240			4.1
Net earnings	$	63,274				11.9		$	52,020			11.3
Basic earnings per common share:
Net earnings	$	1.76						$	1.34
Weighted average number of common shares		35,930,778							38,882,113
Diluted earnings per common share:
Net earnings	$	1.72						$	1.31
Weighted average number of common		36,873,667							39,675,263
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         December 31, 2007 % of sales  Three months ended     
December 31, 2006      % of sales   

Earnings before taxes	$	86,584				$	71,260
Amortization		2,974					3,005
Interest expense		6,026					4,657
Other income, net		(189	)				(1,385	)
Adjusted operating income (b)	$	95,395		(a)	17.9	$	77,537		16.8

Notes:
(a)	Adjusted operating income increased 23% 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)
Twelve months ended							Twelve months ended
	December 31, 2007				% of sales			December 31, 2006			% of sales
Net sales	$	1,793,748		(a)		100.0		$	1,594,912			100.0
Cost of sales		897,567				50.0			804,480			50.4
Gross profit		896,181				50.0			790,432			49.6
Research and development		92,378				5.1			82,802			5.2
Selling, general and administrative (b)		529,126				29.5			481,709			30.2
Amortization		11,682				0.7			11,503			0.7
Interest expense		21,003				1.2			17,492			1.1
Other income, net		(875	)			(0.0	)		(7,921	)		(0.5	)
Earnings before taxes		242,867				13.5			204,847			12.9
Provision for taxes		64,360				3.5			47,315			3.0
Net earnings	$	178,507				10.0		$	157,532			9.9
Basic earnings per common share:
Net earnings	$	4.82						$	3.93
Weighted average number of common shares		37,025,209							40,065,951
Diluted earnings per common share:
Net earnings	$	4.70						$	3.86
Weighted average number of common		37,952,923							40,785,708
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
Twelve months ended						Twelve months ended
	December 31, 2007				% of sales	December 31, 2006			% of sales
Earnings before taxes	$	242,867				$	204,847
Amortization		11,682					11,503
Interest expense		21,003					17,492
Other income, net		(875	)				(7,921	)
Adjusted operating income (b)	$	274,677		(a)	15.3	$	225,921		14.2

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)

	December 31, 2007		December 31, 2006
Cash and cash equivalents	$	81,222	$	151,269
Accounts receivable, net		354,596		306,879
Inventory		173,725		148,372
Other current assets and prepaid expenses		73,666		63,250
Total current assets		683,209		669,770
Property, plant and equipment, net		249,605		229,138
Goodwill and other intangibles		540,787		535,621
Other non-current assets		204,613		152,556
Total assets	$	1,678,214	$	1,587,085
Short-term debt	$	11,570	$	9,962
Accounts payable		127,109		95,971
Accrued and other current liabilities		309,094		278,446
Total current liabilities		447,773		384,379
Long-term debt		385,072		345,705
Other non-current liabilities		264,083		226,139
Total liabilities		1,096,928		956,223
Shareholders’ equity		581,286		630,862
Total liabilities and shareholders’ equity	$	1,678,214	$	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						Twelve months ended
	December 31,						December 31,
	2007			2006			2007			2006
Cash flow from operating activities:
Net earnings	$	63,274		$	52,020		$	178,507		$	157,532
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation		7,163			6,752			26,664			26,069
Amortization		2,974			3,005			11,682			11,503
Deferred taxation		28,888			13,959			22,234			7,365
Excess tax benefits from share-based payment arrangements		(4,350	)		(3,176	)		(9,573	)		(11,336	)
Share-based compensation		1,956			1,961			8,142			8,239
Other		(47	)		230			(703	)		(1,001	)
Increase in cash resulting from changes in
operating assets and liabilities		(40,727	)		(22,901	)		(8,736	)		(6,805	)
Net cash provided by operating activities		59,131			51,850			228,217			191,566
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment		2,865			145			6,263			4,181
Purchase of property, plant and equipment		(22,719	)		(13,722	)		(47,545	)		(34,329	)
Acquisitions		-			-			(106	)		(790	)
Net cash used in investing activities		(19,854	)		(13,577	)		(41,388	)		(30,938	)
Cash flows from financing activities:
Proceeds from borrowings		27,986			68,116			132,298			119,989
Repayments of borrowings		(7,185	)		(84,997	)		(102,199	)		(234,602	)
Proceeds from exercise of stock options		9,687			7,921			21,217			30,453
Excess tax benefits from share-based payment arrangements		4,350			3,176			9,573			11,336
Repurchases of common stock (a)		(70,364	)		(78,024	)		(324,870	)		(264,640	)
Net cash used in financing activities		(35,526	)		(83,808	)		(263,981	)		(337,464	)
Effect of exchange rate changes on cash and cash equivalents		2,086			1,446			7,105			3,527
Net increase (decrease) in cash and cash equivalents		5,837			(44,089	)		(70,047	)		(173,309	)
Cash and cash equivalents:
Beginning of period		75,385			195,358			151,269			324,578
End of period	$	81,222		$	151,269		$	81,222		$	151,269

    Note:

   (a)  The twelve months ended December 31, 2007 and 2006 include $5.4 million and $4.2 million, respectively, relating to the settlement of liabilities 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	$	59,131		$	51,850		$	228,217		$	191,566
Excess tax benefits from share-based payment arrangements		4,350			3,176			9,573			11,336
Proceeds from sale of property, plant and equipment		2,865			145			6,263			4,181
Purchase of property, plant and equipment		(22,719	)		(13,722	)		(47,545	)		(34,329	)
Free cash flow	$	43,627		$	41,449		$	196,508		$	172,754

METTLER-TOLEDO INTERNATIONAL INC.
OTHER OPERATING STATISTICS
LOCAL CURRENCY SALES GROWTH BY DESTINATION
	Europe	Americas	Asia/RoW	Total
Three Months Ended December 31, 2007	7%	4%	20%	8%
Twelve Months Ended December 31, 2007	6%	6%	16%	8%

RECONCILIATION OF DILUTED EPS AS REPORTED TO ADJUSTED DILUTED EPS
(unaudited)
	Three months ended					Twelve months ended
	December 31,					December 31,
	2007		2006		% Growth	2007		2006		% Growth
EPS as reported, diluted	$1.72		$1.31		31%	$4.70		$3.86		22%
Discrete tax items	-		-			(0.03)	(a)	(0.20)	(b)
Purchased intangible amortization	0.01	(c)	0.02	(c)		0.07	(c)	0.06	(c)
Adjusted EPS, diluted	$1.73		$1.33		30%	$4.74		$3.72		27%

Note:
(a)	Discrete tax items in 2007 pertain to the EPS impact of tax benefits related to the favorable resolution of certain tax matters and other adjustments related to prior years of $3.4 million partially offset by a charge of $2.3 million primarily related to a tax law change recorded during the third quarter.
(b)	Discrete tax items in 2006 pertain to the EPS impact of tax benefits related to a legal reorganization of $2.9 million, net, and a benefit related to a favorable tax law change of $5.1 million.
(c)	Represents the EPS impact of purchased intangibles amortization, net of tax, of $0.7 million and $0.6 million for the three months ended December 31, 2007 and 2006, respectively and $2.6 million for the twelve months ended December 31, 2007 and 2006.