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 24, 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 July 24, 2008, 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, 2008.  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 charges (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 charges (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 charges (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 July 24, 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:  July 24, 2008	By:	/s/ William P. Donnelly
		William P. Donnelly
		Chief Financial Officer

EX-99.1

Exhibit 99.1

METTLER-TOLEDO INTERNATIONAL INC. REPORTS

SECOND QUARTER 2008 RESULTS

- - - Excellent Local Currency Sales Growth - -

- - - EPS Outlook Increased for 2008 - -

COLUMBUS, Ohio, USA – July 24, 2008 – Mettler-Toledo International Inc. (NYSE: MTD) today announced second quarter results for 2008.  Here are the highlights:

·       Sales growth in local currency was 11%.  Reported sales growth was 20%, which included a 9% currency benefit.

·       Net earnings per diluted share as reported (EPS) were $1.38, an increase of 29% over the second quarter 2007 amount of $1.07.  Adjusted EPS was $1.40, an increase of 28% over the prior year amount of $1.09.  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 $5.53 to $5.63.  Adjusted EPS is also estimated at $5.53 to $5.63 and excludes $0.07 for purchased intangibles amortization expense and a $0.07 gain for a discrete tax item.

Second Quarter Results

Olivier Filliol, President and Chief Executive Officer, stated, “We saw continued solid demand in our markets in the quarter.  Our excellent local currency sales growth was broad-based and exceeded our expectations.  We are very pleased with the resulting strong growth in operating profit and EPS.”

EPS was $1.38, an increase of 29% over the prior year amount of $1.07.  Adjusted EPS was $1.40, an increase of 28% over the prior year amount of $1.09.

Sales were $515.6 million, compared with $430.5 million in the prior year, an increase of 11% in local currency sales.  Reported sales growth was 20%, which included a 9% currency benefit.  By region, local currency sales growth was 10% in Europe, 6% in the Americas and 22% in Asia / Rest of World.  Adjusted operating income amounted to $75.2 million, an 18% increase over the prior year amount of $63.8 million.

Cash flow from operations was $76.6 million, compared with $60.6 million in 2007.  The Company repurchased 585,400 shares of its stock for $58.3 million during the quarter.

Six-Month Results

EPS was $2.44, an increase of 32% over the prior year amount of $1.85.  Adjusted EPS was $2.41, an increase of 28% over the prior year amount of $1.88.

Sales were $954.6 million, compared with $818.3 million in the prior year, an increase of 8% in local currency sales.  Reported sales growth was 17%, which included a 9% currency benefit.  By region, local currency sales growth was 7% in Europe, 3% in the Americas and 20% in Asia / Rest of World.  Adjusted operating income amounted to $133.5 million, a 19% increase over the prior year amount of $112.5 million.

Cash flow from operations was $84.8 million, compared with $92.9 million in 2007.  The Company repurchased 1.5 million shares of its stock for $153.9 million during the period.

Outlook Raised

The Company believes that its local currency sales growth in 2008 will be in the 6% to 8% range and estimates that 2008 EPS will be in the range of $5.53 to $5.63.

Adjusted 2008 EPS is also estimated in the range of $5.53 to $5.63 and represents a 17% to 19% increase over 2007.  Previously the Company provided guidance for Adjusted 2008 EPS in the range of $5.43 to $5.53.  Adjusted 2008 EPS excludes $0.07 for purchased intangibles amortization expense and a $0.07 gain for a discrete tax item recognized in the first quarter.

For the third quarter, the Company estimates the local currency sales will be in the 6% to 8% range and that EPS will be in the range of $1.31 to $1.33.  Adjusted EPS is estimated in the range of $1.33 to $1.35, which represents a 16% to 17% increase over the prior year quarter.

Conclusion

Filliol concluded, “Our excellent performance is driven by our strong results in emerging markets, our state-of-the-art product offering and the many innovative measures we have undertaken in sales and marketing.  Based on this performance, we are raising our guidance for the full year.  While we enjoy continued momentum, we remain ready to adjust our expense growth should conditions in our markets weaken.”

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 24) 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 supplier 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, 2007.  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, 2008			% of sales			Three months ended               June 30, 2007				% of sales
Net sales			$	515,605	(a)		100.0			$	430,544			100.0
Cost of sales				256,594			49.8				215,451			50.0
Gross profit				259,011			50.2				215,093			50.0
Research and development				26,704			5.2				22,455			5.2
Selling, general and administrative				157,097			30.5				128,855			29.9
Amortization				2,667			0.5				2,958			0.7
Interest expense				6,028			1.1				5,002			1.2
Other charges/(income), net				500			0.1				(384	)		(0.1	)
Earnings before taxes				66,015			12.8				56,207			13.1
Provision for taxes				17,164			3.3				15,176			3.6
Net earnings			$	48,851			9.5			$	41,031			9.5
Basic earnings per common share:
Net earnings			$	1.42						$	1.10
Weighted average number of common shares				34,471,397							37,454,360
Diluted earnings per common share:
Net earnings			$	1.38						$	1.07
Weighted average number of common				35,320,765							38,409,325
and common equivalent shares
Note:
(a)	Local currency sales increased 11% as compared to the same period in 2007.
	RECONCILIATION OF EARNINGS BEFORE TAXES TO ADJUSTED OPERATING INCOME
		Three months ended                     June 30, 2008					% of sales	Three months ended                                 June 30, 2007						% of sales
Earnings before taxes			$	66,015						$	56,207
Amortization				2,667							2,958
Interest expense				6,028							5,002
Other charges/(income), net				500							(384	)
Adjusted operating income			$	75,210			14.6			$	63,783			14.8
Note:
(a)            Adjusted operating income increased 18% as compared to the same period in 2007.

METTLER-TOLEDO INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands except share data)

(unaudited)

	Six months ended                     June 30, 2008				% of sales		Six months ended June 30, 2007				% of sales
Net sales		$	954,560	(a)		100.0		$	818,307			100.0
Cost of sales			474,397			49.7			411,737			50.3
Gross profit			480,163			50.3			406,570			49.7
Research and development			50,958			5.3			43,790			5.4
Selling, general and administrative			295,699			31.0			250,290			30.6
Amortization			5,072			0.5			5,883			0.7
Interest expense			11,877			1.3			9,462			1.1
Other charges/(income), net			2,175			0.2			(746	)		(0.1	)
Earnings before taxes			114,382			12.0			97,891			12.0
Provision for taxes			27,252			2.9			26,430			3.3
Net earnings		$	87,130			9.1		$	71,461			8.7
Basic earnings per common share:
Net earnings		$	2.50					$	1.89
Weighted average number of common shares			34,795,360						37,759,922
Diluted earnings per common share:
Net earnings		$	2.44					$	1.85
Weighted average number of common			35,648,993						38,670,503
and common equivalent shares
Note:
(a)        Local currency sales increased 8% as compared to the same period in 2007.
RECONCILIATION OF EARNINGS BEFORE TAXES TO ADJUSTED OPERATING INCOME
		Six months ended June 30, 2008				% of sales	Six months ended June 30, 2007				% of sales
Earnings before taxes		$	114,382					$	97,891
Amortization			5,072						5,883
Interest expense			11,877						9,462
Other charges/(income), net			2,175						(746	)
Adjusted operating income		$	133,506	(a)		14.0		$	112,490			13.7
Note:
(a)       Adjusted operating income increased 19% as compared to the same period in 2007.

METTLER-TOLEDO INTERNATIONAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
(unaudited)
	June 30, 2008		December 31, 2007
Cash and cash equivalents	$	85,524		$	81,222
Accounts receivable, net		348,274			354,596
Inventory		204,482			173,725
Other current assets and prepaid expenses		87,652			73,666
Total current assets		725,932			683,209
Property, plant and equipment, net		271,445			265,665
Goodwill and other intangibles		544,484			540,787
Other non-current assets		206,711			188,553
Total assets	$	1,748,572		$	1,678,214
Short-term debt	$	14,701		$	11,570
Accounts payable		107,229			127,109
Accrued and other current liabilities		331,502			309,094
Total current liabilities		453,432			447,773
Long-term debt		468,511			385,072
Other non-current liabilities		277,910			264,083
Total liabilities		1,199,853			1,096,928
Shareholders’ equity		548,719			581,286
Total liabilities and shareholders’ equity	$	1,748,572		$	1,678,214

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,
	2008			2007			2008			2007
Cash flow from operating activities:
Net earnings	$	48,851		$	41,031		$	87,130		$	71,461
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation		7,690			6,463			14,994			12,917
Amortization		2,667			2,958			5,072			5,883
Deferred taxation		(5,804	)		(1,926	)		(6,255	)		(4,301	)
Excess tax benefits from share-based payment arrangements		(460	)		(2,188	)		(679	)		(4,643	)
Other		2,543			2,158			1,993			4,244
Increase in cash resulting from changes in
operating assets and liabilities (a)		21,071			12,084			(17,466	)		7,322
Net cash provided by operating activities (a)		76,558			60,580			84,789			92,883
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment		172			940			12,648			1,146
Purchase of property, plant and equipment		(12,831	)		(8,440	)		(20,210	)		(16,297	)
Acquisitions		(304	)		-			(304	)		-
Net cash used in investing activities		(12,963	)		(7,500	)		(7,866	)		(15,151	)
Cash flows from financing activities:
Proceeds from borrowings		45,103			14,813			169,135			18,605
Repayments of borrowings		(49,250	)		(2,875	)		(93,972	)		(20,181	)
Proceeds from stock option exercises		1,236			4,431			2,455			10,454
Excess tax benefits from share-based payment arrangements		460			2,188			679			4,643
Repurchases of common stock		(57,614	)		(68,964	)		(156,225	)		(145,903	)
Net cash used in financing activities		(60,065	)		(50,407	)		(77,928	)		(132,382	)
Effect of exchange rate changes on cash and cash equivalents		1,310			1,504			5,307			3,088
Net increase (decrease) in cash and cash equivalents		4,840			4,177			4,302			(51,562	)
Cash and cash equivalents:
Beginning of period		80,684			95,530			81,222			151,269
End of period	$	85,524		$	99,707		$	85,524		$	99,707
Note:
(a)  The decrease for the six months ended June 30, 2008 resulted principally from approximately $11.5 million of higher payments relating to 2007 performance-related compensation incentives (bonus payments), reduced accounts payable balances of $26.4 million and the timing of tax disbursements of $6.8 million compared to the corresponding period in 2007.
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW
Net cash provided by operating activities	$	76,558		$	60,580		$	84,789		$	92,883
Excess tax benefits from share-based payment arrangements		460			2,188			679			4,643
Proceeds from sale of property, plant and equipment		172			940			12,648			1,146
Purchase of property, plant and equipment		(12,831	)		(8,440	)		(20,210	)		(16,297	)
Free cash flow (a)	$	64,359		$	55,268		$	77,906		$	82,375

METTLER-TOLEDO INTERNATIONAL INC.
OTHER OPERATING STATISTICS
LOCAL CURRENCY SALES GROWTH BY DESTINATION
	Europe	Americas	Asia/RoW	Total
Three Months Ended June 30, 2008	10%	6%	22%	11%
Six Months Ended June 30, 2008	7%	3%	20%	8%

RECONCILIATION OF DILUTED EPS AS REPORTED TO ADJUSTED DILUTED EPS (unaudited)
	Three months ended								Six months ended
	June 30,								June 30,
	2008			2007			% Growth		2008				2007			% Growth
EPS as reported, diluted	$	1.38		$	1.07			29%	$	2.44			$	1.85			32%
Discrete tax item		-			-					(0.07	)	(a)		-
Purchased intangible amortization		0.02	(b)		0.02	(b)				0.04		(b)		0.03	(b)
Adjusted EPS, diluted	$	1.40		$	1.09			28%	$	2.41			$	1.88			28%
Notes:
(a)  The discrete tax item in 2008 pertains to the EPS impact of a tax benefit related to a favorable tax law change of $2.5 million recorded during the first quarter.
(b)   Represents the EPS impact of purchased intangible amortization, net of tax, of $0.6 million for both the three months ended June 30, 2008 and 2007, respectively and $1.3 million for both the six months ended June 30, 2008 and 2007, respectively.