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): November 3, 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 Greifensee, Switzerland	43240 and 8606
(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 November 3, 2011, Mettler-Toledo International Inc. (“Mettler-Toledo”) issued a press release (the “Release”) setting forth its financial results for the three months and nine months ended September 30, 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 November 3, 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: November 3, 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
THIRD QUARTER 2011 RESULTS

- - Excellent Local Currency Sales Growth - -
- - Strong Growth in Operating Profit and EPS, Despite Currency Headwinds - -

COLUMBUS, Ohio, USA — November 3, 2011 — Mettler-Toledo International Inc. (NYSE: MTD) today announced third quarter results for 2011. Provided below are the highlights:

• Sales in local currency increased by 15% in the quarter compared with the prior year. Reported sales increased 23%, which includes an 8% benefit from currency.

• Net earnings per diluted share as reported (EPS) were $2.09, compared with $1.82 in the third quarter of 2010. Adjusted EPS was $2.01, an 18% increase over the prior-year amount of $1.71. 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.

Third Quarter Results

Olivier Filliol, President and Chief Executive Officer, stated, “Business demand was strong and broad-based in the quarter, with most product lines and geographies achieving excellent sales growth. Despite tough currency headwinds on earnings, we had very good growth in operating profit and EPS.”

EPS was $2.09, compared with the prior-year amount of $1.82. Adjusted EPS was $2.01, an increase of 18% over the prior-year amount of $1.71.

Sales were $601.1 million, a 15% increase in local currency sales, compared with $490.2 million in the prior year. Reported sales growth was 23%, which included an 8% benefit from currency. By region, local currency sales increased 16% in Europe, 10% in the Americas and 21% in Asia / Rest of World. Adjusted operating income amounted to $98.5 million, a 15% increase from the prior-year amount of $85.8 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 $84.1 million, compared with $86.0 million in the prior year.

Nine Month Results

EPS was $5.31, compared with the prior-year amount of $4.41. Adjusted EPS was $5.35, an increase of 22% over the prior-year amount of $4.39.

Sales were $1.661 billion, a 14% increase in local currency sales, compared with $1.375 billion in the prior year. Reported sales growth was 21%, which included a 7% benefit from currency. By region, local currency sales increased 14% in Europe, 10% in the Americas and 21% in Asia / Rest of World. Adjusted operating income amounted to $266.8 million, an 18% increase from the prior-year amount of $226.1 million. Adjusted operating income is a non-GAAP measure, and a reconciliation to earnings before taxes is provided in the attached schedules.

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Cash flow from operations was $177.7 million, compared with $205.3 million in the prior year.

Outlook

Based on today’s assessment, management anticipates that local currency sales growth in the fourth quarter will be in the range of 4% to 6% and Adjusted EPS in the range of $2.75 to $2.80, an increase of 7% to 9%. The Company stated that Adjusted EPS guidance for the fourth quarter (and full year 2011) is negatively impacted due to unfavorable currency rates, principally due to the strengthening of the Swiss franc versus the euro.

For the full year 2011, local currency sales growth is expected to be in the range of 11% to 12% and Adjusted EPS in the range of $8.09 to $8.14, an increase of 17%. This compares with previous guidance of Adjusted EPS in the range of $7.95 to $8.05.

The Company stated that based on its assessment of market conditions today, management anticipates local currency sales growth in 2012 will be in the range of 4% to 7% while Adjusted EPS will be in the range of $9.00 to $9.30. Using the midpoint of the 2011 Adjusted EPS range, this reflects an increase of 11% to 15%.

Adjusted EPS excludes purchased intangible amortization, discrete tax items, restructuring charges and other one-time items. While the Company has provided an outlook for Adjusted EPS, it has not provided an outlook for EPS as it would require an estimate of non-recurring items, which are not yet known.

Conclusion

Filliol concluded, “We are very pleased with our competitive position and the strong momentum in our business. We expect to continue to strengthen our leadership positions and grow faster than the underlying markets. However, we recognize we are not immune to economic weakness and remain alert to signs of market weakness. Based on market conditions today, we are assuming that economic growth will continue but at a slower rate than 2011. Most importantly, we remain confident in the strength of the franchise, the execution of our strategies and our ability to compete effectively in our markets.”

Other Matters

The Company will host a conference call to discuss its quarterly results today (Thursday, November 3) 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.

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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
	September 30, 2011			% of sales		September 30, 2010			% of sales
Net sales	$	601,114	(a)		100.0	$	490,213			100.0
Cost of sales		286,697			47.7		234,158			47.8
Gross profit		314,417			52.3		256,055			52.2
Research and development		30,068			5.0		24,992			5.1
Selling, general and administrative		185,832			30.9		145,303			29.6
Amortization		4,795			0.8		3,667			0.7
Interest expense		5,893			1.0		4,792			1.0
Restructuring charges		362			0.0		566			0.1
Other charges (income), net		409			0.1		(127	)		0.0
Earnings before taxes		87,058			14.5		76,862			15.7
Provision for taxes		18,862			3.1		14,781			3.0
Net earnings	$	68,196			11.4	$	62,081			12.7
Basic earnings per common share:
Net earnings	$	2.15				$	1.87
Weighted average number of common shares		31,760,270					33,171,017
Diluted earnings per common share:
Net earnings	$	2.09				$	1.82
Weighted average number of common and common equivalent shares		32,664,482					34,027,191

Note:

(a) Local currency sales increased 15% as compared to the same period in 2010.

RECONCILIATION OF EARNINGS BEFORE TAXES TO ADJUSTED OPERATING INCOME

	Three months ended					Three months ended
	September 30, 2011			% of sales		September 30, 2010			% of sales
Earnings before taxes	$	87,058				$	76,862
Amortization		4,795					3,667
Interest expense		5,893					4,792
Restructuring charges		362					566
Other charges (income), net		409					(127	)
Adjusted operating income	$	98,517	(b)		16.4	$	85,760			17.5

Note:

(b) Adjusted operating income increased 15% as compared to the same period in 2010.

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

	Nine months ended					Nine months ended
	September 30, 2011			% of sales		September 30, 2010		% of sales
Net sales	$	1,660,968	(a)		100.0	$	1,375,413		100.0
Cost of sales		788,853			47.5		654,807		47.6
Gross profit		872,115			52.5		720,606		52.4
Research and development		86,024			5.2		70,562		5.1
Selling, general and administrative		519,264			31.3		423,919		30.8
Amortization		12,742			0.8		10,613		0.8
Interest expense		17,296			1.0		14,757		1.1
Restructuring charges		2,831			0.2		2,476		0.2
Other charges (income), net		2,285			0.1		857		0.0
Earnings before taxes		231,673			13.9		197,422		14.4
Provision for taxes		56,462			3.4		46,126		3.4
Net earnings	$	175,211			10.5	$	151,296		11.0
Basic earnings per common share:
Net earnings	$	5.47				$	4.52
Weighted average number of common shares		32,016,238					33,488,099
Diluted earnings per common share:
Net earnings	$	5.31				$	4.41
Weighted average number of common and common equivalent shares		32,990,000					34,318,582

Note:

(a) Local currency sales increased 14% compared to the same period in 2010.

RECONCILIATION OF EARNINGS BEFORE TAXES TO ADJUSTED OPERATING INCOME

	Nine months ended					Nine months ended
	September 30, 2011			% of sales		September 30, 2010		% of sales
Earnings before taxes	$	231,673				$	197,422
Amortization		12,742					10,613
Interest expense		17,296					14,757
Restructuring charges		2,831					2,476
Other charges (income), net		2,285					857
Adjusted operating income	$	266,827	(b)		16.1	$	226,125		16.4

Note:

(b) Adjusted operating income increased 18% compared to the same period in 2010.

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

	September 30, 2011		December 31, 2010
Cash and cash equivalents	$	262,473	$	447,577
Accounts receivable, net		398,402		368,936
Inventories		265,351		217,104
Other current assets and prepaid expenses		126,920		111,278
Total current assets		1,053,146		1,144,895
Property, plant and equipment, net		408,156		364,472
Goodwill and other intangibles assets, net		576,065		539,071
Other non-current assets		258,070		234,625
Total assets	$	2,295,437	$	2,283,063
Short-term borrowings and maturities of long-term debt	$	31,143	$	10,902
Trade accounts payable		167,919		138,105
Accrued and other current liabilities		418,221		393,179
Total current liabilities		617,283		542,186
Long-term debt		550,554		670,301
Other non-current liabilities		308,191		298,992
Total liabilities		1,476,028		1,511,479
Shareholders’ equity		819,409		771,584
Total liabilities and shareholders’ equity	$	2,295,437	$	2,283,063

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

	Three months ended						Nine months ended
	September 30,						September 30,
	2011			2010			2011			2010
Cash flow from operating activities:
Net earnings	$	68,196		$	62,081		$	175,211		$	151,296
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation		8,516			7,796			23,370			22,261
Amortization		4,795			3,667			12,742			10,613
Deferred tax provision		(1,695	)		(2,858	)		(9,753	)		(7,392	)
Excess tax benefits from share-based payment arrangements		(1,328	)		(692	)		(6,259	)		(3,410	)
Other		3,054			3,059			8,261			9,197
Increase (decrease) in cash resulting from changes in operating assets and liabilities		2,573			12,959			(25,908	)		22,705
Net cash provided by operating activities		84,111			86,012			177,664			205,270
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment		100			55			2,402			157
Purchase of property, plant and equipment		(23,989	)		(18,761	)		(64,506	)		(38,564	)
Acquisitions		(19,199	)		—			(34,662	)		(12,557	)
Other investing activities		(21	)		—			(903	)		—
Net cash used in investing activities		(43,109	)		(18,706	)		(97,669	)		(50,964	)
Cash flows from financing activities:
Proceeds from borrowings		19,550			41,554			65,993			93,697
Repayments of borrowings		(66,526	)		(5,057	)		(170,726	)		(52,115	)
Proceeds from exercise of stock options		4,606			2,860			11,189			12,244
Excess tax benefits from share-based payment arrangements		1,328			692			6,259			3,410
Repurchases of common stock		(57,000	)		(76,000	)		(171,179	)		(148,794	)
Acquisition contingent consideration paid		(7,750	)		—			(7,750	)		—
Other financing activities		(178	)		(3,403	)		(111	)		(6,941	)
Net cash used in financing activities		(105,970	)		(39,354	)		(266,325	)		(98,499	)
Effect of exchange rate changes on cash and cash equivalents		(1,322	)		3,341			1,226			2,046
Net (decrease) increase in cash and cash equivalents		(66,290	)		31,293			(185,104	)		57,853
Cash and cash equivalents:
Beginning of period		328,763			111,591			447,577			85,031
End of period	$	262,473		$	142,884		$	262,473		$	142,884
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW
Net cash provided by operating activities	$	84,111		$	86,012		$	177,664		$	205,270
Excess tax benefits from share-based payment arrangements		1,328			692			6,259			3,410
Payments in respect of restructuring activities		1,265			2,257			4,103			8,883
Proceeds from sale of property, plant and equipment		100			55			2,402			157
Purchase of property, plant and equipment		(23,989	)		(18,761	)		(64,506	)		(38,564	)
Free cash flow	$	62,815		$	70,255		$	125,922		$	179,156

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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 September 30, 2011		28	%		11	%		30	%		23	%
Nine Months Ended September 30, 2011		24	%		11	%		29	%		21	%
Local Currency Sales Growth
Three Months Ended September 30, 2011		16	%		10	%		21	%		15	%
Nine Months Ended September 30, 2011		14	%		10	%		21	%		14	%

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

	Three months ended									Nine months ended
	September 30,									September 30,
							%									%
	2011			2010			Growth			2011			2010			Growth
EPS as reported, diluted	$	2.09		$	1.82			15	%	$	5.31		$	4.41			20	%
Restructuring charges, net of tax		0.01	(a)		0.01	(a)					0.06	(a)		0.05	(a)
Purchased intangible amortization, net of tax		0.03	(b)		0.03	(b)					0.09	(b)		0.08	(b)
Discrete tax items		(0.12	)(c)		(0.15	)(c)					(0.11	)(c)		(0.15	)(c)
Adjusted EPS, diluted	$	2.01		$	1.71			18	%	$	5.35		$	4.39			22	%

Notes:

(a)	Represents the EPS impact of restructuring charges of $0.4 million ($0.3 million after tax) and $0.6 million ($0.4 million after tax) for the three months ended September 30, 2011 and 2010, respectively and $2.8 million ($2.1 million after tax) and $2.5 million ($1.8 million after tax) for the nine months ended September 30, 2011 and 2010, respectively.
(b)	Represents the EPS impact of purchased intangibles amortization, net of tax, of $1.1 million and $0.9 million for the three months ended September 30, 2011 and 2010, respectively and $2.9 million and $2.7 million for the nine months ended September 30, 2011 and 2010, respectively.
(c)	Represents the EPS impact of discrete tax items of $3.8 million and $5.2 million for the three months and nine months ended September 30, 2011 and 2010, respectively primarily related to the favorable resolution of certain prior year tax matters.

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