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): May 4, 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 May 4, 2011, Mettler-Toledo International Inc. (“Mettler-Toledo”) issued a press release (the “Release”) setting forth its financial results for the three months ended March 31, 2011. 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, restructuring charges and 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 and 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.

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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 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.

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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.

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Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
99.1	Press release, dated May 4, 2011 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: May 4, 2011	By:	/s/ William P. Donnelly
		William P. Donnelly
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

METTLER-TOLEDO INTERNATIONAL INC. REPORTS
FIRST QUARTER 2011 RESULTS

— Excellent Local Currency Sales Growth —
— Solid Growth in Operating Profit and EPS, Despite Currency Headwinds —

COLUMBUS, Ohio, USA – May 4, 2011 – Mettler-Toledo International Inc. (NYSE: MTD) today announced first quarter results for 2011. Provided below are the highlights:

• Sales in local currency increased by 17% in the quarter compared with the prior year. Reported sales growth increased 20%, which includes a 3% benefit from currency.

• Net earnings per diluted share as reported (EPS) were $1.41, compared with $1.10 in the first quarter of 2010. Adjusted EPS was $1.45, a 28% increase over the prior-year amount of $1.13. 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, “Favorable momentum in our markets continued in the quarter and sales growth was excellent in most product lines and geographic regions. We continue to benefit from the strong execution of our business strategies and had solid growth in operating profit and EPS despite currency headwinds.”

EPS was $1.41, compared with the prior-year amount of $1.10. Adjusted EPS was $1.45, an increase of 28% over the prior-year amount of $1.13.

Sales were $498.8 million, a 17% increase in local currency sales, compared with $416.7 million in the prior year. Reported sales growth was 20%, which included a 3% benefit from currency. By region, local currency sales increased 16% in Europe, 12% in the Americas and 25% in Asia / Rest of World. Adjusted operating income amounted to $73.8 million, a 22% increase from the prior-year amount of $60.4 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 $6.5 million, compared with $44.5 million in the prior year.

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Outlook

The Company updated its outlook for 2011. Based on today’s assessment, management anticipates that local currency sales growth in 2011 will be in the range of 8% to 9% and Adjusted EPS in the range of $7.90 to $8.00, an increase of 14% to 15%. This compares with previous 2011 guidance of Adjusted EPS in the range of $7.70 to $7.80. Adjusted EPS excludes purchased intangible amortization, discrete tax items, restructuring charges and other one-time items.

The Company stated that based on its assessment of market conditions today, management anticipates local currency sales growth in the second quarter 2011 will be in the range of 8% to 9% while Adjusted EPS will be in the range of $1.82 to $1.86, an increase of 17% to 20%.

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 are pleased with the strong start to the year. While our growth rate for the remainder of 2011 will be against tougher comparisons, we have the strategies and franchise in place to continue to compete successfully in our markets. Our substantial emerging markets presence, sophisticated marketing programs and strong product pipeline position us well for growth. While uncertainty remains in the global economy, 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 (Wednesday, May 4) 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 has strong leadership positions in all businesses and believes it holds global number-one market positions in a majority of them. Specifically, METTLER TOLEDO is the largest provider of weighing instruments for use in laboratory, industrial and food retailing applications. The Company is also a leading provider in analytical instruments for use in life science, reaction engineering and real-time analytic systems used in drug and chemical compound development and process analytics instruments used for in-line measurement in production processes. In addition, METTLER TOLEDO is the largest supplier of end-of-line inspection systems used in production and packaging for food, pharmaceutical and other industries. Additional information about METTLER TOLEDO can be found at www.mt.com/investors.

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, 2011			% of sales		March 31, 2010			% of sales
Net sales	$	498,766	(a)		100.0	$	416,651	(a)		100.0
Cost of sales		237,259			47.6		198,725			47.7
Gross profit		261,507			52.4		217,926			52.3
Research and development		26,351			5.3		22,465			5.4
Selling, general and administrative		161,378			32.4		135,014			32.4
Amortization		3,622			0.7		3,381			0.8
Interest expense		5,711			1.1		5,254			1.3
Restructuring charges		498			0.1		384			0.1
Other charges (income), net		669			0.1		254			—
Earnings before taxes		63,278			12.7		51,174			12.3
Provision for taxes		16,451			3.3		13,306			3.2
Net earnings	$	46,827			9.4	$	37,868			9.1
Basic earnings per common share:
Net earnings	$	1.45				$	1.12
Weighted average number of common shares		32,290,595					33,757,175
Diluted earnings per common share:
Net earnings	$	1.41				$	1.10
Weighted average number of common and common equivalent shares		33,291,632					34,533,067

Note:
(a) Local currency sales increased 17% as compared to the same period in 2010.

RECONCILIATION OF EARNINGS BEFORE TAXES TO ADJUSTED OPERATING INCOME

	Three months ended					Three months ended
	March 31, 2011			% of sales		March 31, 2010			% of sales
Earnings before taxes	$	63,278				$	51,174
Amortization		3,622					3,381
Interest expense		5,711					5,254
Restructuring charges		498					384
Other charges (income), net		669					254
Adjusted operating income	$	73,778	(b)		14.8	$	60,447	(b)		14.5

Note:
(b) Adjusted operating income increased 22% as compared to the same period in 2010.

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

	March 31, 2011		December 31, 2010
Cash and cash equivalents	$	388,102	$	447,577
Accounts receivable, net		365,578		368,936
Inventories		247,190		217,104
Other current assets and prepaid expenses		116,327		111,278
Total current assets		1,117,197		1,144,895
Property, plant and equipment, net		380,743		364,472
Goodwill and other intangibles assets, net		557,404		539,071
Other non-current assets		243,502		234,625
Total assets	$	2,298,846	$	2,283,063
Short-term borrowings and maturities of long-term debt	$	22,583	$	10,902
Trade accounts payable		134,257		138,105
Accrued and other current liabilities		367,573		393,179
Total current liabilities		524,413		542,186
Long-term debt		677,833		670,301
Other non-current liabilities		307,623		298,992
Total liabilities		1,509,869		1,511,479
Shareholders’ equity		788,977		771,584
Total liabilities and shareholders’ equity	$	2,298,846	$	2,283,063

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

	Three months ended
	March 31,
	2011			2010
Cash flow from operating activities:
Net earnings	$	46,827		$	37,868
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation		7,383			7,447
Amortization		3,622			3,381
Deferred tax provision		(6,593	)		(1,806	)
Excess tax benefits from share-based payment arrangements		(2,347	)		(920	)
Other		3,160			3,044
Decrease in cash resulting from changes in operating assets and liabilities (a)		(45,528	)		(4,520	)
Net cash provided by operating activities (a)		6,524			44,494
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment		48			37
Purchase of property, plant and equipment		(17,559	)		(10,461	)
Acquisitions		(14,532	)		(12,528	)
Other investing activities		(902	)
Net cash used in investing activities		(32,945	)		(22,952	)
Cash flows from financing activities:
Proceeds from borrowings		28,784			23,851
Repayments of borrowings		(11,488	)		(19,199	)
Proceeds from exercise of stock options		3,063			3,005
Excess tax benefits from share-based payment arrangements		2,347			920
Repurchases of common stock		(57,179	)		(29,181	)
Other financing activities		(87	)		191
Net cash used in financing activities		(34,560	)		(20,413	)
Effect of exchange rate changes on cash and cash equivalents		1,506			(277	)
Net (decrease) increase in cash and cash equivalents		(59,475	)		852
Cash and cash equivalents:
Beginning of period		447,577			85,031
End of period	$	388,102		$	85,883

Note:

(a) The decrease in 2011 resulted principally from approximately $39 million of higher payments relating to previous year performance-related compensation incentives.

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

Net cash provided by operating activities	$	6,524		$	44,494
Excess tax benefits from share-based payment arrangements		2,347			920
Payments in respect of restructuring activities		1,413			4,323
Proceeds from sale of property, plant and equipment		48			37
Purchase of property, plant and equipment		(17,559	)		(10,461	)
Free cash flow		($7,227	)	$	39,313

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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 March 31, 2011		18	%		13	%		32	%		20	%
Local Currency Sales Growth
Three Months Ended March 31, 2011		16	%		12	%		25	%		17	%

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

	Three months ended
	March 31,
							%
	2011			2010			Growth
EPS as reported, diluted	$	1.41		$	1.10			28	%
Restructuring charges, net of tax		0.01	(a)		—
Purchased intangible amortization, net of tax		0.03	(b)		0.03	(b)
Adjusted EPS, diluted	$	1.45		$	1.13			28	%

Notes:

(a)	Represents the EPS impact of restructuring charges of $0.5 million ($0.4 million after tax) for the three months ended March 31, 2011 which primarily include severance costs.
(b)	Represents the EPS impact of purchased intangibles amortization, net of tax, of $0.9 million for the three month periods ended March 31, 2011 and 2010, respectively.

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