8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2010

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 April 29, 2010, Mettler-Toledo International Inc. (“Mettler-Toledo”) issued a press release (the “Release”) setting forth its financial results for the three months ended March 31, 2010. 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, Free Cash Flow and Local Currency Sales Growth.

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.

Local Currency Sales Growth

Mettler-Toledo defines Local Currency Sales Growth as sales growth excluding the effect of currency exchange rate fluctuations that result from translating activity outside of the United States into U.S. dollars. The most directly comparable U.S. GAAP financial measure is U.S. dollar sales growth.

Mettler-Toledo believes that Local Currency Sales Growth is important supplemental information for investors. Because changes in foreign currency exchange rates have a non-operating impact on our financial results, Mettler-Toledo believes local currency information provides a helpful assessment of business performance and a useful measure of results between periods.

Local Currency Sales Growth is used in addition to and in conjunction with results presented in accordance with U.S. GAAP. Local Currency Sales Growth is not intended to represent U.S. dollar sales growth under U.S. GAAP and should not be considered as an alternative to U.S. dollar sales growth as an indicator of Mettler-Toledo’s performance because of the following limitations.

Limitations of Mettler-Toledo’s non-GAAP measure, Local Currency Sales Growth

Mettler-Toledo’s non-GAAP measure, Local Currency Sales Growth, has certain material limitations as follows:

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It does not include the effect of currency exchange rate fluctuations that result from translating activity outside of the United States into U.S. dollars. Because the effect of changes in foreign currency exchange rates is a component of U.S. dollar sales growth under U.S. GAAP, any measure that excludes the effect of changes in foreign currency exchange rates, has material limitations.

Adjusted Earnings per Share, Adjusted Operating Income, Free Cash Flow and Local Currency Sales Growth 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, Free Cash Flow and Local Currency Sales Growth 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. The Release also presents Local Currency Sales Growth in conjunction with its most comparable financial measure recorded under U.S. GAAP.

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Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
99.1	Press release, dated April 29, 2010 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 hereunto duly authorized.

	METTLER-TOLEDO INTERNATIONAL INC.
Dated: April 29, 2010	By:	/s/ William P. Donnelly
		William P. Donnelly
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

METTLER-TOLEDO INTERNATIONAL INC. REPORTS
FIRST QUARTER 2010 RESULTS

— Solid Local Currency Sales Growth —
— Strong Growth in Operating Profit and EPS —

COLUMBUS, Ohio, USA — April 29, 2010 — Mettler-Toledo International Inc. (NYSE: MTD) today announced first quarter results for 2010. Provided below are the highlights:

• Sales in local currency increased by 6% in the quarter compared with the prior year. Reported sales growth increased 11%, which includes a 5% benefit from currency.

• Net earnings per diluted share as reported (EPS) were $1.10, compared with $1.00 in the first quarter of 2009. Adjusted EPS was $1.13, a 19% increase over the prior-year amount of $0.95. 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.

First Quarter Results

Olivier Filliol, President and Chief Executive Officer, stated, “Business conditions further improved in the first quarter with strong sales in emerging market countries. Demand for our laboratory solutions was better than expected; from a regional perspective, growth in the Americas exceeded expectations. We continue to expand gross margins and are pleased with our strong growth in operating profit, EPS and cash flow.”

EPS was $1.10, compared with the prior-year amount of $1.00. Adjusted EPS was $1.13, compared with the prior-year amount of $0.95.

Sales were $416.7 million, a 6% increase in local currency sales, compared with $374.1 million in the prior year. Reported sales growth was 11%, which included a 5% currency benefit. By region, local currency sales increased 11% in the Americas and 15% in Asia / Rest of the World. In Europe, local currency sales decreased 1%. Adjusted operating income amounted to $60.4 million, a 16% increase from the prior-year amount of $52.3 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 $44.5 million, compared with $34.9 million in 2009.

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Outlook

Based on today’s assessment, management anticipates that local currency sales growth in 2010 will be in the range of 6% to 7% and Adjusted EPS will be in the range of $6.26 to $6.36, an increase of 12% to 14%. This compares with previous guidance of Adjusted EPS in the range of $5.90 to $6.15. Adjusted EPS excludes purchased intangible amortization, discrete tax items, restructuring charges and other one-time items.

For the second quarter 2010, the Company anticipates local currency sales growth will be in the range of 7% to 9% and Adjusted EPS in the range of $1.30 to $1.35, an increase of 11% to 15%.

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, which are not yet known.

Conclusion

Filliol concluded, “Our continued investments in new product development and innovative sales and marketing programs during the downturn provide us with momentum now as the economy is improving. We believe we have enhanced our market position over the past 12 months and will strengthen it further as the global economy continues to recover. While we are encouraged by improving business momentum, we remain cautious on certain segments, particularly in Europe.”

Other Matters

The Company will host a conference call to discuss its first quarter results today (Thursday, April 29) 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
	March 31, 2010			% of sales		March 31, 2009			% of sales
Net sales	$	416,651	(a)		100.0	$	374,079	(a)		100.0
Cost of sales		198,725			47.7		186,157			49.8
Gross profit		217,926			52.3		187,922			50.2
Research and development		22,465			5.4		21,570			5.8
Selling, general and administrative		135,014			32.4		114,035			30.5
Amortization		3,381			0.8		2,683			0.7
Interest expense		5,254			1.3		5,241			1.4
Restructuring charges		384			0.1		8,355			2.2
Other charges (income), net		254			—		1,005			0.2
Earnings before taxes		51,174			12.3		35,033			9.4
Provision for taxes		13,306			3.2		1,154			0.3
Net earnings	$	37,868			9.1	$	33,879			9.1
Basic earnings per common share:
Net earnings	$	1.12				$	1.01
Weighted average number of common shares		33,757,175					33,631,219
Diluted earnings per common share:
Net earnings	$	1.10				$	1.00
Weighted average number of common and common equivalent shares		34,533,067					33,996,251

Note:

(a) Local currency sales increased 6% as compared to the same period in 2009.

RECONCILIATION OF EARNINGS BEFORE TAXES TO ADJUSTED OPERATING INCOME

	Three months ended					Three months ended
	March 31, 2010			% of sales		March 31, 2009		% of sales
Earnings before taxes	$	51,174				$	35,033
Amortization		3,381					2,683
Interest expense		5,254					5,241
Restructuring charges		384					8,355
Other charges (income), net		254					1,005
Adjusted operating income	$	60,447	(b)		14.5	$	52,317		14.0

Note:

(b) Adjusted operating income increased 16% as compared to the same period in 2009.

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

	March 31, 2010		December 31, 2009
Cash and cash equivalents	$	85,883	$	85,031
Trade accounts receivable, net		304,121		312,998
Inventories		177,047		168,042
Other current assets and prepaid expenses		82,718		80,036
Total current assets		649,769		646,107
Property, plant and equipment, net		310,631		316,334
Goodwill and other intangible assets, net		550,733		546,234
Other non-current assets		204,271		210,112
Total assets	$	1,715,404	$	1,718,787
Short-term borrowings and maturities of long-term debt	$	92,766	$	89,968
Trade accounts payable		100,927		103,160
Accrued and other current liabilities		305,228		301,547
Total current liabilities		498,921		494,675
Long-term debt		203,870		203,590
Other non-current liabilities		300,796		309,384
Total liabilities		1,003,587		1,007,649
Shareholders’ equity		711,817		711,138
Total liabilities and shareholders’ equity	$	1,715,404	$	1,718,787

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METTLER-TOLEDO INTERNATIONAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
(unaudited)

	Three months ended
	March 31,
	2010			2009
Cash flow from operating activities:
Net earnings	$	37,868		$	33,879
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation		7,447			7,049
Amortization		3,381			2,683
Deferred tax provision		(1,806	)		(3,862	)
Excess tax benefits from share-based payment arrangements		(920	)		(38	)
Other		3,044			2,863
Decrease in cash resulting from changes in operating assets and liabilities		(4,520	)		(7,703	)
Net cash provided by operating activities		44,494			34,871
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment		37			1,868
Purchase of property, plant and equipment		(10,461	)		(12,452	)
Acquisitions		(12,528	)		(170	)
Net cash used in investing activities		(22,952	)		(10,754	)
Cash flows from financing activities:
Proceeds from borrowings		23,851			58,192
Repayments of borrowings		(19,199	)		(32,142	)
Proceeds from exercise of stock options		3,005			2,960
Excess tax benefits from share-based payment arrangements		920			38
Repurchases of common stock		(29,181	)		—
Other financing activities		191			(320	)
Net cash (used in) provided by financing activities		(20,413	)		28,728
Effect of exchange rate changes on cash and cash equivalents		(277	)		(148	)
Net increase in cash and cash equivalents		852			52,697
Cash and cash equivalents:
Beginning of period		85,031			78,073
End of period	$	85,883		$	130,770

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

Net cash provided by operating activities	$	44,494		$	34,871
Excess tax benefits from share-based payment arrangements		920			38
Payments in respect of restructuring activities		4,323			4,574
Proceeds from sale of property, plant and equipment		37			1,868
Purchase of property, plant and equipment		(10,461	)		(12,452	)
Free cash flow	$	39,313		$	28,899

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METTLER-TOLEDO INTERNATIONAL INC.
OTHER OPERATING STATISTICS

SALES GROWTH BY DESTINATION
(unaudited)

	Europe			Americas			Asia/RoW			Total
Three Months Ended March 31, 2010
U.S. dollar growth		4	%		13	%		21	%		11	%
Local currency growth		-1	%		11	%		15	%		6	%

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

	Three months ended
	March 31,
	2010			2009			% Growth
EPS as reported, diluted	$	1.10		$	1.00			10	%
Discrete tax items		—			(0.25	)(b)
Restructuring charges, net of tax		—			0.18	(c)
Purchased intangible amortization, net of tax		0.03	(a)		0.02	(a)
Adjusted EPS, diluted	$	1.13		$	0.95			19	%

Notes:

(a)	Represents the EPS impact of purchased intangibles amortization, net of tax, of $0.9 million and $0.6 million for the three month periods ended March 31, 2010 and 2009, respectively.
(b)	Discrete tax items for the three months ended March 31, 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.
(c)	Represents the EPS impact of restructuring charges of $8.4 million ($6.1 million after tax) for the three month period ended March 31, 2009 which primarily include severance costs.

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