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 8, 2014

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 May 8, 2014, Mettler-Toledo International Inc. (“Mettler-Toledo”) issued a press release (the “Release”) setting forth its financial results for the three months ended March 31, 2014. 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.

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.

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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 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. 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:

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.

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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 8, 2014, 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 8, 2014	By:	/s/ Shawn P. Vadala
			Shawn P. Vadala
			Chief Financial Officer

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EX-99.1

FOR IMMEDIATE RELEASE Exhibit 99.1

METTLER-TOLEDO INTERNATIONAL INC. REPORTS

FIRST QUARTER 2014 RESULTS

- - Solid Earnings Growth Despite Currency Headwinds- -

COLUMBUS, Ohio, USA - May 8, 2014 - Mettler-Toledo International Inc. (NYSE: MTD) today announced first quarter results for 2014. Provided below are the highlights:

• Sales in local currency increased by 4% in the quarter compared with the prior year. Reported sales increased 5% which included a 1% benefit due to currency.

• Net earnings per diluted share as reported (EPS) were $1.93, compared with $1.69 in the first quarter of 2013. Adjusted EPS was $2.00, an increase of 9% over the prior-year amount of $1.84. 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, “Demand was very good in Europe, and growth in the Americas was solid. In China, our sales performance improved, but it has not yet resulted in year over year sales growth. In other regions of Asia / Rest of the World, growth was good. Despite currency headwinds, we generated solid EPS growth as we continue to benefit from our various margin and cost control initiatives.”

EPS in the quarter was $1.93, compared with the prior-year amount of $1.69. Adjusted EPS was $2.00, an increase of 9% over the prior-year amount of $1.84.

Sales were $550.6 million, a 4% increase in local currency sales, compared with $524.4 million in the prior-year quarter. Reported sales increased 5%, and included a 1% benefit due to currency in the quarter. By region, local currency sales increased 9% in Europe, 3% in the Americas and 1% in Asia / Rest of World as compared to the prior year. Adjusted operating income amounted to $91.0 million, a 6% increase from the prior-year amount of $85.4 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 $42.8 million, compared with $23.7 million in the prior-year quarter.

Outlook

The Company updated its outlook for 2014 and noted that uncertainty in demand in some markets makes forecasting challenging. Based on today’s assessment, management anticipates that local currency sales growth in 2014 will be approximately 4% and Adjusted EPS in the range of $11.45 to $11.60, an increase of 8% to 10%. This compares to previous guidance of Adjusted EPS in the range of $11.40 to $11.60.

The Company stated that based on its assessment of market conditions today, management anticipates local currency sales growth in the second quarter of 2014 will be in the range of 3% to 4%. This sales growth will result in Adjusted EPS in the range of $2.50 to $2.55, an increase of 6% to 9%.

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.

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Conclusion

Filliol concluded, “We have become more optimistic for the developed world as market conditions appear to be improving. In the short term, conditions will remain challenging in emerging markets, particularly in China, although we expect that these regions will regain momentum and again become an important contributor to growth. Globally we are capitalizing on our sales and marketing programs and new product launches. We are focused on execution and are convinced we can continue to enhance our market position.”

Other Matters

The Company will host a conference call to discuss its quarterly results today (Thursday May 8) 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 INTERNATIONAL INC. CONSOLIDATED STATEMENTS OF OPERATIONS (amounts in thousands except share data) (unaudited)
	Three months ended				Three months ended
	March 31, 2014			% of sales	March 31, 2013		% of sales
Net sales	$	550,621	(a)	100.0	$	524,355	100.0
Cost of sales	257,980			46.9	245,197		46.8
Gross profit	292,641			53.1	279,158		53.2
Research and development	29,497			5.4	27,700		5.3
Selling, general and administrative	172,191			31.3	166,025		31.7
Amortization	7,094			1.3	5,122		1.0
Interest expense	5,666			1.0	5,400		1.0
Restructuring charges	1,492			0.3	5,002		1.0
Other charges (income), net	317			—	773		—
Earnings before taxes	76,384			13.8	69,136		13.2
Provision for taxes	18,333			3.3	16,592		3.2
Net earnings	$	58,051		10.5	$	52,544	10.0
Basic earnings per common share:
Net earnings	$	1.98			$	1.73
Weighted average number of common shares	29,370,232				30,299,569
Diluted earnings per common share:
Net earnings	$	1.93			$	1.69
Weighted average number of common
and common equivalent shares	30,088,245				31,101,979
Note:
(a) Local currency sales increased 4% as compared to the same period in 2013.
RECONCILIATION OF EARNINGS BEFORE TAXES TO ADJUSTED OPERATING INCOME
	Three months ended				Three months ended
	March 31, 2014			% of sales	March 31, 2013		% of sales
Earnings before taxes	$	76,384			$	69,136
Amortization	7,094				5,122
Interest expense	5,666				5,400
Restructuring charges	1,492				5,002
Other charges (income), net	317				773
Adjusted operating income	$	90,953	(b)	16.5	$	85,433	16.3
Note:
(b) Adjusted operating income increased 6% as compared to the same period in 2013.

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METTLER-TOLEDO INTERNATIONAL INC. CONDENSED CONSOLIDATED BALANCE SHEETS (amounts in thousands) (unaudited)
	March 31, 2014		December 31, 2013
Cash and cash equivalents	$	115,804	$	111,874
Accounts receivable, net	425,161		466,703
Inventories	224,420		210,414
Other current assets and prepaid expenses	124,720		124,996
Total current assets	890,105		913,987
Property, plant and equipment, net	517,686		514,438
Goodwill and other intangible assets, net	569,861		570,260
Other non-current assets	157,485		154,134
Total assets	$	2,135,137	$	2,152,819
Short-term borrowings and maturities of long-term debt	$	16,255	$	17,067
Trade accounts payable	119,128		145,993
Accrued and other current liabilities	373,812		401,128
Total current liabilities	509,195		564,188
Long-term debt	449,582		395,960
Other non-current liabilities	252,756		257,619
Total liabilities	1,211,533		1,217,767
Shareholders’ equity	923,604		935,052
Total liabilities and shareholders’ equity	$	2,135,137	$	2,152,819

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METTLER-TOLEDO INTERNATIONAL INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (amounts in thousands) (unaudited)
	Three months ended
	March 31,
	2014			2013
Cash flow from operating activities:
Net earnings	$	58,051		$	52,544
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation	8,420			8,881
Amortization	7,094			5,122
Deferred tax provision	(695		)	(3,354		)
Excess tax benefits from share-based payment arrangements	(4,495		)	(256		)
Other	3,238			2,831
Decrease in cash resulting from changes in
operating assets and liabilities	(28,768		)	(42,096		)
Net cash provided by operating activities	42,845			23,672
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment	189			36
Purchase of property, plant and equipment	(16,716		)	(19,018		)
Acquisition	(391		)	—
Net cash used in investing activities	(16,918		)	(18,982		)
Cash flows from financing activities:
Proceeds from borrowings	145,879			141,959
Repayments of borrowings	(93,229		)	(89,334		)
Proceeds from exercise of stock options	3,450			7,069
Excess tax benefits from share-based payment arrangements	4,495			256
Repurchases of common stock	(82,498		)	(72,300		)
Other financing activities	(235		)	(483		)
Net cash used in financing activities	(22,138		)	(12,833		)
Effect of exchange rate changes on cash and cash equivalents	141			(350		)
Net decrease in cash and cash equivalents	3,930			(8,493		)
Cash and cash equivalents:
Beginning of period	111,874			101,702
End of period	$	115,804		$	93,209
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW
Net cash provided by operating activities	$	42,845		$	23,672
Excess tax benefits from share-based payment arrangements	4,495			256
Payments in respect of restructuring activities	3,141			4,646
Proceeds from sale of property, plant and equipment	189			36
Purchase of property, plant and equipment	(16,716		)	(19,018		)
Free cash flow	$	33,954		$	9,592

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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, 2014	12		%		2		%		—	%	5	%
Local Currency Sales Growth
	Three Months Ended March 31, 2014	9		%		3		%		1	%	4	%
RECONCILIATION OF DILUTED EPS AS REPORTED TO ADJUSTED DILUTED EPS
(unaudited)
		Three months ended
		March 31,
		2014				2013				% Growth
EPS as reported, diluted		$	1.93			$	1.69			14%
Restructuring charges, net of tax		0.04			(a)	0.12			(a)
Purchased intangible amortization, net of tax		0.03			(b)	0.03			(b)
Adjusted EPS, diluted		$	2.00			$	1.84			9%
Notes:
(a)	Represents the EPS impact of restructuring charges of $1.5 million ($1.1 million after tax) and $5.0 million ($3.8 million after tax) for the three months ended March 31, 2014 and 2013, respectively, which primarily include severance costs.
(b)	Represents the EPS impact of purchased intangibles amortization, net of tax, of $0.9 million for both the three month periods ended March 31, 2014 and 2013.

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