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 23, 2009

Mettler-Toledo International Inc.

(Exact name of registrant as specified in its charter)

Delaware	File No. 001-13595	13-3668641
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS 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

(Former name or former address, if changed since last report.)

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:

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

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

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

o 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 23, 2009, 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, 2009. 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, amortization of purchased intangible assets, net of tax, restructuring charges, net of tax and certain other one-time charges, 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, amortization of purchased intangibles, net of tax, restructuring charges, net of tax and certain other one-time charges, net of tax, which management believes are 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, amortization expense of purchased intangibles, net of tax, restructuring charges, net of tax and certain other one-time charges, net of tax. Because one-time discrete tax items, amortization of purchased intangibles, restructuring charges and certain other one-time charges are components of diluted earnings per share under U.S. GAAP, any measure that excludes one-time discrete tax items, amortization of purchased intangibles, restructuring charges and certain other one-time charges, has material limitations.

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Adjusted Operating Income

Mettler-Toledo defines Adjusted Operating Income as gross profit less research and development and selling, general and administrative expenses 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. Because this item is recurring, any measure that excludes amortization expense has material limitations.

• It excludes other charges (income), net. Because other charges (income), net is a component of operating income under U.S. GAAP, any measure that excludes other charges (income), net, has material limitations.

Free Cash Flow

Mettler-Toledo defines Free Cash Flow as net cash provided by operating activities less capital expenditures, 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.

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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, which is not considered to be a component of net cash provided by operating activities under U.S. GAAP. Therefore any measure that includes purchases of property, plant and equipment has 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 components 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.

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Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
	99.1	Press release, dated July 23, 2009 issued by Mettler-Toledo International Inc.

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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 23, 2009	By:	/s/ William P. Donnelly
		William P. Donnelly
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press release, dated July 23, 2009 issued by Mettler-Toledo International Inc.

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EX-99.1

Exhibit 99.1

METTLER-TOLEDO INTERNATIONAL INC. REPORTS
SECOND QUARTER 2009 RESULTS

— Continuing Difficult Market Conditions —
— Good Cost Management and Solid Cash Flow Generation —

COLUMBUS, Ohio, USA — July 23, 2009 — Mettler-Toledo International Inc. (NYSE: MTD) today announced second quarter results for 2009. Provided below are the highlights:

• Sales in local currency declined by 14% in the quarter. Reported sales decreased 21% due to a negative 7% currency impact.

• Net earnings per diluted share as reported (EPS) were $0.81, compared with $1.38 in the second quarter of 2008. Adjusted EPS was $1.17, a 16% decline from the prior year amount of $1.40. Adjusted EPS is a non-GAAP measure and excludes purchased intangible amortization, discrete tax items, restructuring charges and other one-time items. A reconciliation to EPS is provided on the last page of the attached schedules.

Second Quarter Results

Olivier Filliol, President and Chief Executive Officer, stated, “Continued challenging market conditions, combined with a difficult second quarter 2008 comparison, contributed to the sales and earnings declines in the quarter. However, the implementation of our Cost Reduction Program is well advanced and has proven very effective in helping to lessen the impact of the current environment. We continue to be diligent in our execution of various other initiatives to gain market share and improve margins. Finally, our cash flow generation continues to be strong.”

EPS was $0.81, compared with the prior year amount of $1.38. Adjusted EPS was $1.17, compared with the prior year amount of $1.40.

Sales were $407.4 million, compared with $515.6 million in the prior year, reflecting a 14% decline in local currency sales. Reported sales declined by 21% due to a negative 7% currency impact. By region, local currency sales decreased 18% in Europe, 15% in the Americas and 6% in Asia / Rest of World. Adjusted operating income amounted to $61.7 million, an 18% decrease over the prior year amount of $75.2 million. Adjusted operating income is a non-GAAP measure, and a reconciliation to earnings before taxes is provided in the attached schedules.

Cash flow from operations was $74.0 million, compared with $75.9 million in 2008.

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Six-Month Results

EPS was $1.81, compared with the prior year amount of $2.44. Adjusted EPS was $2.12, compared with the prior year amount of $2.41.

Sales were $781.5 million, compared with $954.6 million in the prior year, reflecting an 11% decline in local currency sales. Reported sales declined by 18% due to a negative 7% currency impact. By region, local currency sales decreased 14% in Europe, 13% in the Americas and 3% in Asia / Rest of World. Adjusted operating income amounted to $114.0 million, a 15% decrease over the prior year amount of $133.5 million.

Cash flow from operations was $108.9 million, compared with $84.0 million in 2008.

Cost Reduction Program

The Company previously announced a Cost Reduction Program aimed at reducing costs by approximately $100 million annually. The Program consists primarily of work force reductions and other cost efficiency measures. Total restructuring charges associated with the Program are expected to be $40 million, of which $28.7 million has been incurred to date.

Outlook

The Company reiterated that forecasting continues to be difficult given the ongoing uncertainty in the global economy. Management narrowed its range for 2009 local currency sales decline to -10% to - -12%. Management increased its Adjusted EPS estimate by $0.07 to a new range of $4.92 to $5.42. Adjusted EPS excludes purchased intangible amortization, discrete tax items, restructuring charges and other one-time items.

Looking ahead to the third quarter 2009, the Company noted that comparisons with last year will continue to be difficult due to strong local currency sales growth in the third quarter 2008. The Company anticipates local currency sales will decline in the range of -13% to -15%, and Adjusted EPS will be in the range of $1.13 to $1.17 for the third quarter.

While the Company has provided an outlook for Adjusted EPS, it has not provided an outlook for EPS. EPS guidance would require an estimate of non-recurring items for 2009, which are not yet known.

Conclusion

Filliol concluded, “We are taking decisive actions to deal with the challenging economy and to ensure a strong competitive position once markets recover. We continue to execute well, not only in our Cost Reduction Program, but also in our sales and marketing efforts which are strengthening our leadership across our business lines. Our strong franchise and our track record for execution give us the foundation to operate successfully in this environment. We remain convinced we will emerge from this downturn in a stronger competitive position.”

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Other Matters

The Company will host a conference call to discuss its second quarter results today (Thursday, July 23) 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/investors. The presentation referenced in the conference call will be located on the website prior to the call.

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 press release which are not historical facts constitute “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. These statements involve known and unknown risks, uncertainties and other factors that may cause our or our businesses’ actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of those terms or other comparable terminology. For a discussion of these risks and uncertainties, please see the discussion on forward-looking statements in our current report on Form 8-K to which this release has been furnished as an exhibit. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under the captions “Factors affecting our future operating results” and in the “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our annual report on Form 10-K for the most recently completed fiscal year, which describe risks and factors that could cause results to differ materially from those projected in those forward-looking statements.

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METTLER-TOLEDO INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands except share data)
(unaudited)

	Three months ended					Three months ended
	June 30, 2009			% of sales		June 30, 2008		% of sales
Net sales	$	407,442	(a)		100.0	$	515,605		100.0
Cost of sales		201,208			49.4		256,594		49.8
Gross profit		206,234			50.6		259,011		50.2
Research and development		22,075			5.4		26,704		5.2
Selling, general and administrative		122,488			30.1		157,097		30.5
Amortization		2,814			0.7		2,667		0.5
Interest expense		6,760			1.6		6,028		1.1
Other charges (income), net		14,110			3.5		500		0.1
Earnings before taxes		37,987			9.3		66,015		12.8
Provision for taxes		10,256			2.5		17,164		3.3
Net earnings	$	27,731			6.8	$	48,851		9.5
Basic earnings per common share:
Net earnings	$	0.82				$	1.42
Weighted average number of common shares		33,690,179					34,471,397
Diluted earnings per common share:
Net earnings	$	0.81				$	1.38
Weighted average number of common and common equivalent shares		34,192,595					35,320,765

Note:

(a) Local currency sales decreased 14% as compared to the same period in 2008.

RECONCILIATION OF EARNINGS BEFORE TAXES TO ADJUSTED OPERATING INCOME

	Three months ended					Three months ended
	June 30, 2009			% of sales		June 30, 2008		% of sales
Earnings before taxes	$	37,987				$	66,015
Amortization		2,814					2,667
Interest expense		6,760	(b)				6,028
Other charges (income), net		14,110	(c)				500
Adjusted operating income	$	61,671	(d)		15.1	$	75,210		14.6

Notes:

(b)	Includes costs to tender $75 million of the Company’s 4.85% $150 million Senior Notes and other financing-related costs totaling $1.8 million during the three months ended June 30, 2009.
(c)	Includes a restructuring charge of $13.9 million which primarily represents severance and lease termination costs during the three months ended June 30, 2009.
(d)	Adjusted operating income decreased 18% as compared to the same period in 2008.

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METTLER-TOLEDO INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands except share data)
(unaudited)

	Six months ended					Six months ended
	June 30, 2009			% of sales		June 30, 2008		% of sales
Net sales	$	781,521	(a)		100.0	$	954,560		100.0
Cost of sales		387,365			49.6		474,397		49.7
Gross profit		394,156			50.4		480,163		50.3
Research and development		43,645			5.6		50,958		5.3
Selling, general and administrative		236,523			30.3		295,699		31.0
Amortization		5,497			0.7		5,072		0.5
Interest expense		12,001			1.4		11,877		1.3
Other charges (income), net		23,470			3.0		2,175		0.2
Earnings before taxes		73,020			9.4		114,382		12.0
Provision for taxes		11,410			1.5		27,252		2.9
Net earnings	$	61,610			7.9	$	87,130		9.1
Basic earnings per common share:
Net earnings	$	1.83				$	2.50
Weighted average number of common shares		33,660,699					34,795,360
Diluted earnings per common share:
Net earnings	$	1.81				$	2.44
Weighted average number of common and common equivalent shares		34,094,423					35,648,993

Note:

(a) Local currency sales decreased 11% as compared to the same period in 2008.

RECONCILIATION OF EARNINGS BEFORE TAXES TO ADJUSTED OPERATING INCOME

	Six months ended					Six months ended
	June 30, 2009			% of sales		June 30, 2008		% of sales
Earnings before taxes	$	73,020				$	114,382
Amortization		5,497					5,072
Interest expense		12,001	(b)				11,877
Other charges (income), net		23,470	(c)				2,175
Adjusted operating income	$	113,988	(d)		14.6	$	133,506		14.0

Notes:

(b)	Includes costs to tender $75 million of the Company’s 4.85% $150 million Senior Notes and other financing-related costs totaling $1.8 million during the six months ended June 30, 2009.
(c)	Includes a restructuring charge of $22.3 million which primarily represents severance and lease termination costs during the six months ended June 30, 2009.
(d)	Adjusted operating income decreased 15% as compared to the same period in 2008.

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METTLER-TOLEDO INTERNATIONAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
(unaudited)

	June 30, 2009		December 31, 2008
Cash and cash equivalents	$	119,726	$	78,073
Accounts receivable, net		286,296		348,614
Inventory		157,849		170,613
Other current assets and prepaid expenses		79,724		73,565
Total current assets		643,595		670,865
Property, plant and equipment, net		290,908		285,008
Goodwill and other intangibles		525,248		520,721
Other non-current assets		197,858		187,462
Total assets	$	1,657,609	$	1,664,056
Short-term debt	$	6,006	$	12,492
Accounts payable		84,553		111,442
Accrued and other current liabilities		294,411		300,938
Total current liabilities		384,970		424,872
Long-term debt		398,464		441,588
Other non-current liabilities		282,887		294,349
Total liabilities		1,066,321		1,160,809
Shareholders’ equity		591,288		503,247
Total liabilities and shareholders’ equity	$	1,657,609	$	1,664,056

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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,
	2009			2008			2009			2008
Cash flow from operating activities:
Net earnings	$	27,731		$	48,851		$	61,610		$	87,130
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation		7,304			7,690			14,353			14,994
Amortization		2,814			2,667			5,497			5,072
Deferred taxation		(6,935	)		(5,804	)		(10,797	)		(6,255	)
Excess tax benefits from share-based payment arrangements		(164	)		(460	)		(202	)		(679	)
Other		2,984			2,543			5,847			1,993
Increase in cash resulting from changes in operating assets and liabilities		40,289			20,390			32,586			(18,224	)
Net cash provided by operating activities		74,023			75,877			108,894			84,031
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment		49			172			1,917			12,648
Purchase of property, plant and equipment		(11,568	)		(12,831	)		(24,020	)		(20,210	)
Acquisitions		—			(304	)		(170	)		(304	)
Net cash used in investing activities		(11,519	)		(12,963	)		(22,273	)		(7,866	)
Cash flows from financing activities:
Proceeds from borrowings		109,713			45,103			167,905			169,135
Repayments of borrowings		(185,191	)		(49,250	)		(217,333	)		(93,972	)
Debt issuance costs		(602	)		—			(602	)		—
Debt extinguishment costs		(1,301	)		—			(1,301	)		—
Proceeds from exercise of stock options		1,649			1,236			4,609			2,455
Excess tax benefits from share-based payment arrangements		164			460			202			679
Repurchases of common stock		—			(57,614	)		—			(156,225	)
Other financing activities		(758	)		681			(1,078	)		758
Net cash used in financing activities		(76,326	)		(59,384	)		(47,598	)		(77,170	)
Effect of exchange rate changes on cash and cash equivalents		2,778			1,310			2,630			5,307
Net (decrease) increase in cash and cash equivalents		(11,044	)		4,840			41,653			4,302
Cash and cash equivalents:
Beginning of period		130,770			80,684			78,073			81,222
End of period	$	119,726		$	85,524		$	119,726		$	85,524

RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW

Net cash provided by operating activities	$	74,023		$	75,877		$	108,894		$	84,031
Excess tax benefits from share-based payment arrangements		164			460			202			679
Payments in respect of restructuring activities		9,738			—			14,312			—
Proceeds from sale of property, plant and equipment		49			172			1,917			12,648
Purchase of property, plant and equipment		(11,568	)		(12,831	)		(24,020	)		(20,210	)
Free cash flow	$	72,406		$	63,678		$	101,305		$	77,148

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METTLER-TOLEDO INTERNATIONAL INC.
OTHER OPERATING STATISTICS

LOCAL CURRENCY SALES GROWTH BY DESTINATION
(unaudited)

	Europe			Americas			Asia/RoW			Total
Three Months Ended June 30, 2009		-18	%		-15	%		-6	%		-14	%
Six Months Ended June 30, 2009		-14	%		-13	%		-3	%		-11	%

RECONCILIATION OF DILUTED EPS AS REPORTED TO ADJUSTED DILUTED EPS
(unaudited)

	Three months ended									Six months ended
	June 30,									June 30,
							%									%
	2009			2008			Growth			2009			2008			Growth
EPS as reported, diluted	$	0.81		$	1.38			-41	%	$	1.81		$	2.44			-26	%
Restructuring charge, net of tax		0.30	(a)		—						0.48	(a)		—
Debt extinguishment and financing costs, net of tax		0.04	(b)		—						0.04	(b)		—
Purchased intangible amortization, net of tax		0.02	(c)		0.02	(c)					0.04	(c)		0.04	(c)
Discrete tax items		—			—						(0.25	)(d)		(0.07	)(e)
Adjusted EPS, diluted	$	1.17		$	1.40			-16	%	$	2.12		$	2.41			-12	%

Notes:

(a)	Represents the EPS impact of restructuring charges of $13.9 million ($10.2 million after tax) for the three months ended June 30, 2009 and $22.3 million ($16.3 million after tax) for the six months ended June 30, 2009, which primarily include severance and lease termination costs.
(b)	Represents the EPS impact of costs to tender $75 million of the Company’s 4.85% $150 million Senior Notes and other financing-related costs totaling $1.8 million ($1.3 million after tax) for both the three and six months ended June 30, 2009.
(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 June 30, 2009 and 2008, respectively and $1.3 million for both the six months ended June 30, 2009 and 2008, respectively.
(d)	Discrete tax items for the six months ended June 30, 2009 pertain to the EPS impact of a net tax benefit of $8.3 million primarily related to the favorable resolution of certain prior year tax matters.
(e)	The discrete tax item for the six months ended June 30, 2008 pertains to the EPS impact of a tax benefit of $2.5 million related to favorable withholding tax law changes in China.

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