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 10, 2011

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.)

1900 Polaris Parkway Columbus, OH and Im Langacher, P.O. Box MT-100 CH 8606 Greifensee, Switzerland	43240
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 1-614-438-4511 and +41-44-944-22-11

(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 February 10, 2011, 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, 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.

2

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, restructuring charges, 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, restructuring charges, 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.

• It excludes restructuring charges. Because restructuring charges are a component of operating income under U.S. GAAP, any measure that excludes restructuring charges, has material limitations.

3

Free Cash Flow

Mettler-Toledo defines Free Cash Flow as net cash provided by operating activities including proceeds from the sale of property, plant and equipment, less capital expenditures, before restructuring payments and excess tax benefits from share-based payment arrangements. 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 proceeds from the sale of property, plant and equipment and purchases of property, plant and equipment, which are not considered to be components of net cash provided by operating activities under U.S. GAAP. Therefore any measure that includes proceeds from the sale of property, plant and equipment and purchases of property, plant and equipment has material limitations.

• It excludes restructuring payments and excess tax benefits from share-based payment arrangements, 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. 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. 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.

4

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:

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.

5

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
	99.1	Press release, dated February 10, 2011 issued by Mettler-Toledo International Inc.

6

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: February 10, 2011	By:	/s/ William P. Donnelly
		William P. Donnelly
		Chief Financial Officer

7

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

METTLER-TOLEDO INTERNATIONAL INC. REPORTS
FOURTH QUARTER 2010 RESULTS

— Excellent Local Currency Sales Growth —
— Strong Margins and EPS Growth —

COLUMBUS, Ohio, USA — February 10, 2011 — Mettler-Toledo International Inc. (NYSE: MTD) today announced fourth quarter results for 2010. Provided below are the highlights:

• Sales in local currency increased by 17% in the quarter compared with the prior year. Reported sales growth increased 16%, which includes a negative 1% currency impact.

• Net earnings per diluted share as reported (EPS) were $2.41, compared with $2.01 in the fourth quarter of 2009. Adjusted EPS was $2.56, a 22% increase over the prior-year amount of $2.09. 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.

Fourth Quarter Results

Olivier Filliol, President and Chief Executive Officer, stated, “Sales growth in the quarter was excellent with better-than-expected growth in all geographic regions. Momentum in our markets was favorable around the globe and we benefited from the solid execution of our business strategies. We had good growth in operating profit and EPS and I am very pleased to end the year with such strong results.”

EPS was $2.41, compared with the prior-year amount of $2.01. Adjusted EPS was $2.56, an increase of 22% over the prior-year amount of $2.09.

Sales were $592.8 million, a 17% increase in local currency sales, compared with $511.7 million in the prior year. Reported sales growth was 16%, which included a negative 1% currency impact. By region, local currency sales increased 13% in Europe, 17% in the Americas and 23% in Asia / Rest of World. Adjusted operating income amounted to $125.3 million, a 17% increase from the prior-year amount of $107.3 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 $63.0 million, compared with $44.1 million in the prior year.

- more -

Full Year Results

EPS was $6.80, compared with the prior-year amount of $5.03. Adjusted EPS was $6.94, a 24% increase over the prior-year amount of $5.58.

Sales were $1.968 billion, a 14% increase in local currency sales, compared with $1.729 billion in the prior year. Reported sales growth was also 14%. By region, local currency sales increased 7% in Europe, 15% in the Americas and 23% in Asia / Rest of World. Adjusted operating income amounted to $351.4 million, a 19% increase from the prior-year amount of $294.5 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 $268.3 million, compared with $232.6 million in 2009.

Outlook

The Company updated their outlook for 2011. Based on today’s assessment, management anticipates that local currency sales growth in 2011 will be in the range of 6% to 7% and Adjusted EPS in the range of $7.70 to $7.80, an increase of 11% to 12%. This compares with previous 2011 guidance of Adjusted EPS in the range of $7.35 to $7.55. Adjusted EPS excludes purchased intangible amortization, discrete tax items, restructuring charges and other one-time items.

The Company stated that based on their assessment of market conditions today, management anticipates local currency sales growth in the first quarter 2011 will be in the range of 10% to 12% while Adjusted EPS will be in the range of $1.34 to $1.38, an increase of 19% to 22%.

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, “We have emerged from the economic downturn in a stronger competitive position. Many factors position us well for growth in 2011 and beyond. In particular, a meaningful percentage of our business is anchored in fast-growing emerging markets where we benefit from a long-standing substantial presence and strong market positions. In addition, our sophisticated marketing programs provide a real competitive advantage in our fragmented markets. Finally, our product pipeline is robust and we continue to reinforce our technology leadership via new product introductions. While we remain cautious on the global economy given the uncertainty that exists, I am confident in our ability to continue to execute on our strategies.”

Other Matters

The Company will host a conference call to discuss its quarterly results today (Thursday, February 10) 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.

- more -

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.

- more -

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

	Three months ended					Three months ended
	December 31, 2010			% of sales		December 31, 2009		% of sales
Net sales		592,765	(a)		100.0	$	511,682		100.0
Cost of sales		276,175			46.6		241,694		47.2
Gross profit		316,590			53.4		269,988		52.8
Research and development		26,466			4.5		23,731		4.6
Selling, general and administrative		164,807			27.8		138,968		27.2
Amortization		4,229			0.7		3,110		0.6
Interest expense		5,300			0.9		6,142		1.2
Restructuring charges		2,390			0.4		2,970		0.6
Other charges (income), net		3,307			0.5		235		0.1
Earnings before taxes		110,091			18.6		94,832		18.5
Provision for taxes		29,239			5.0		25,394		4.9
Net earnings	$	80,852			13.6	$	69,438		13.6
Basic earnings per common share:
Net earnings	$	2.48				$	2.05
Weighted average number of common shares		32,657,555					33,815,082
Diluted earnings per common share:
Net earnings	$	2.41				$	2.01
Weighted average number of common and common equivalent shares		33,604,641					34,560,581

Note:
(a)	Local currency sales increased 17% as compared to the same period in 2009.

RECONCILIATION OF EARNINGS BEFORE TAXES TO ADJUSTED OPERATING INCOME

	Three months ended					Three months ended
	December 31, 2010			% of sales		December 31, 2009		% of sales
Earnings before taxes	$	110,091				$	94,832
Amortization		4,229					3,110
Interest expense		5,300					6,142
Restructuring charges		2,390					2,970
Other charges (income), net		3,307	(b)				235
Adjusted operating income	$	125,317	(c)		21.1	$	107,289		21.0

Notes:
(b)	Includes a $4.4 million charge associated with the sale of the Company’s retail software business for in-store item and inventory management solutions and a $1.2 million benefit from unrealized contingent consideration from a previous acquisition during the three months ended December 31, 2010.
(c)	Adjusted operating income increased 17% as compared to the same period in 2009.

- more -

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

	Twelve months ended					Twelve months ended
	December 31, 2010			% of sales		December 31, 2009		% of sales
Net sales	$	1,968,178	(a)		100.0	$	1,728,853		100.0
Cost of sales		930,982			47.3		839,516		48.6
Gross profit		1,037,196			52.7		889,337		51.4
Research and development		97,028			4.9		89,685		5.2
Selling, general and administrative		588,726			29.9		505,177		29.2
Amortization		14,842			0.8		11,844		0.7
Interest expense		20,057			1.0		25,117		1.4
Restructuring charges		4,866			0.3		31,368		1.8
Other charges (income), net		4,164			0.2		1,384		0.1
Earnings before taxes		307,513			15.6		224,762		13.0
Provision for taxes		75,365			3.8		52,169		3.0
Net earnings	$	232,148			11.8	$	172,593		10.0
Basic earnings per common share:
Net earnings	$	6.98				$	5.12
Weighted average number of common shares		33,280,463					33,716,353
Diluted earnings per common share:
Net earnings	$	6.80				$	5.03
Weighted average number of common and common equivalent shares		34,140,097					34,290,771

Note:
(a)	Local currency sales increased 14% compared to 2009.

RECONCILIATION OF EARNINGS BEFORE TAXES TO ADJUSTED OPERATING INCOME

	Twelve months ended					Twelve months ended
	December 31, 2010			% of sales		December 31, 2009			% of sales
Earnings before taxes	$	307,513				$	224,762
Amortization		14,842					11,844
Interest expense		20,057					25,117	(d)
Restructuring charges		4,866					31,368
Other charges (income), net		4,164	(b)				1,384
Adjusted operating income	$	351,442	(c)		17.9	$	294,475			17.0

Notes:
(b)	Includes a $4.4 million charge associated with the sale of the Company’s retail software business for in-store item and inventory management solutions and a $1.2 million benefit from unrealized contingent consideration from a previous acquisition during the twelve months ended December 31, 2010.
(c)	Adjusted operating income increased 19% compared to 2009.
(d)	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 twelve months ended December 31, 2009.

- more -

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

	December 31, 2010		December 31, 2009
Cash and cash equivalents	$	447,577	$	85,031
Accounts receivable, net		368,936		312,998
Inventories		217,104		168,042
Other current assets and prepaid expenses		111,278		80,036
Total current assets		1,144,895		646,107
Property, plant and equipment, net		364,472		316,334
Goodwill and other intangibles assets, net		539,071		546,234
Other non-current assets		234,625		210,112
Total assets	$	2,283,063	$	1,718,787
Short-term borrowings and maturities of long-term debt	$	10,902	$	89,968
Trade accounts payable		138,105		103,160
Accrued and other current liabilities		393,179		301,547
Total current liabilities		542,186		494,675
Long-term debt		670,301		203,590
Other non-current liabilities		298,992		309,384
Total liabilities		1,511,479		1,007,649
Shareholders’ equity		771,584		711,138
Total liabilities and shareholders’ equity	$	2,283,063	$	1,718,787

- more -

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

	Three months ended						Twelve months ended
	December 31,						December 31,
	2010			2009			2010			2009
Cash flow from operating activities:
Net earnings	$	80,852		$	69,438		$	232,148		$	172,593
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation		7,425			7,708			29,686			29,634
Amortization		4,229			3,110			14,842			11,844
Deferred tax provision		11,450			19,539			4,058			3,766
Excess tax benefits from share-based payment arrangements		(5,607	)		(1,528	)		(9,017	)		(2,137	)
Other		6,687			3,048			15,884			11,533
Increase in cash resulting from changes in operating assets and liabilities		(42,027	)		(57,185	)		(19,322	)		5,372
Net cash provided by operating activities		63,009			44,130			268,279			232,605
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment		193			102			350			2,081
Purchase of property, plant and equipment		(35,379	)		(23,395	)		(73,943	)		(60,041	)
Acquisitions		(507	)		(14,450	)		(13,064	)		(14,620	)
Proceeds from divestitures		9,750			—			9,750			—
Other investing activities		(108	)		—			(108	)		—
Net cash used in investing activities		(26,051	)		(37,743	)		(77,015	)		(72,580	)
Cash flows from financing activities:
Proceeds from borrowings		620,878			63,364			714,575			261,436
Repayments of borrowings		(277,421	)		(98,864	)		(329,536	)		(422,812	)
Proceeds from exercise of stock options		8,211			4,995			20,455			11,068
Excess tax benefits from share-based payment arrangements		5,607			1,528			9,017			2,137
Repurchases of common stock		(91,204	)		(5,988	)		(239,998	)		(5,988	)
Debt issuance costs		—			(50	)		—			(670	)
Debt extinguishment costs		—			—			—			(1,316	)
Other financing activities		351			(314	)		(6,590	)		(1,298	)
Net cash provided by (used in) financing activities		266,422			(35,329	)		167,923			(157,443	)
Effect of exchange rate changes on cash and cash equivalents		1,313			25			3,359			4,376
Net increase (decrease) in cash and cash equivalents		304,693			(28,917	)		362,546			6,958
Cash and cash equivalents:
Beginning of period		142,884			113,948			85,031			78,073
End of period	$	447,577		$	85,031		$	447,577		$	85,031
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW
Net cash provided by operating activities	$	63,009		$	44,130		$	268,279		$	232,605
Excess tax benefits from share-based payment arrangements		5,607			1,528			9,017			2,137
Payments in respect of restructuring activities		2,184			3,649			11,067			22,187
Proceeds from sale of property, plant and equipment		193			102			350			2,081
Purchase of property, plant and equipment		(35,379	)		(23,395	)		(73,943	)		(60,041	)
Free cash flow	$	35,614		$	26,014		$	214,770		$	198,969

- more -

METTLER-TOLEDO INTERNATIONAL INC.
OTHER OPERATING STATISTICS

SALES GROWTH BY DESTINATION
(unaudited)

	Europe			Americas			Asia/RoW			Total
U.S. Dollar Sales Growth
Three Months Ended December 31, 2010		7	%		18	%		28	%		16	%
Twelve Months Ended December 31, 2010		4	%		16	%		27	%		14	%
Local Currency Sales Growth
Three Months Ended December 31, 2010		13	%		17	%		23	%		17	%
Twelve Months Ended December 31, 2010		7	%		15	%		23	%		14	%

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

	Three months ended									Twelve months ended
	December 31,									December 31,
							%									%
	2010			2009			Growth			2010			2009			Growth
EPS as reported, diluted	$	2.41		$	2.01			20	%	$	6.80		$	5.03			35	%
Restructuring charges, net of tax		0.05	(a)		0.06	(a)					0.11	(a)		0.67	(a)
Purchased intangible amortization, net of tax		0.03	(b)		0.02	(b)					0.11	(b)		0.08	(b)
Other items, net of tax		0.07	(c)		—						0.07	(c)		—
Debt extinguishment and financing costs, net of tax		—			—						—			0.04	(e)
Discrete tax items		—			—						(0.15	)(d)		(0.24	)(f)
Adjusted EPS, diluted	$	2.56		$	2.09			22	%	$	6.94		$	5.58			24	%

Notes:
(a)	Represents the EPS impact of restructuring charges of $2.4 million ($1.8 million after tax) and $3.0 million ($2.2 million after tax) for the three months ended December 31, 2010 and 2009, respectively and $4.9 million ($3.6 million after tax) and $31.4 million ($23.0 million after tax) for the twelve months ended December 31, 2010 and 2009, respectively, which primarily include severance and lease termination costs.
(b)	Represents the EPS impact of purchased intangible amortization, net of tax, of $0.9 million and $0.7 million for the three months ended December 31, 2010 and 2009, respectively and $3.7 million and $2.7 million for the twelve months ended December 31, 2010 and 2009, respectively.
(c)	Represents the EPS impact of a loss of $4.4 million ($3.8 million after tax), associated with the sale of the Company’s retail software business for in-store item and inventory management solutions, offset in part by a benefit from unrealized contingent consideration from a previous acquistion of $1.2 million ($1.2 million after tax) for the three and twelve months ended December 31, 2010.
(d)	Discrete tax items for the twelve months ended December 31, 2010 pertain to the EPS impact of a net tax benefit of $5.2 million primarily related to the favorable resolution of certain prior year tax matters.
(e)	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 the twelve months ended December 31, 2009.
(f)	Discrete tax items for the twelve months ended December 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.

# # #