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): July 24, 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 July 24, 2014, Mettler-Toledo International Inc. (“Mettler-Toledo”) issued a press release (the “Release”) setting forth its financial results for the three months and six months ended June 30, 214. 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 July 24, 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:	July 24, 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

SECOND QUARTER 2014 RESULTS

- - Solid Earnings Growth Despite Currency Headwinds - -

COLUMBUS, Ohio, USA - July 24, 2014 - Mettler-Toledo International Inc. (NYSE: MTD) today announced second 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 from currency.

• Net earnings per diluted share as reported (EPS) were $2.49, compared with $2.24 in the second quarter of 2013. Adjusted EPS was $2.57, an increase of 9% over the prior-year amount of $2.35. 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.

Second Quarter Results

Olivier Filliol, President and Chief Executive Officer, stated, “Market conditions were good in the Americas and solid in Europe, and we are benefitting from our growth strategies. China's market conditions continued to stabilize, which contributed to improved growth in Asia / Rest of the World in the quarter. 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 $2.49, compared with the prior-year amount of $2.24. Adjusted EPS was $2.57, an increase of 9% over the prior-year amount of $2.35.

Sales were $608.8 million, a 4% increase in local currency sales, compared with $578.7 million in the prior-year quarter. Reported sales increased 5%, and included a 1% benefit from currency in the quarter. By region, local currency sales increased 3% in Europe, 5% in the Americas and 3% in Asia / Rest of World as compared to the prior year. Adjusted operating income amounted to $112.9 million, a 6% increase from the prior-year amount of $106.4 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 $108.1 million, compared with $91.0 million in the prior-year quarter.

Six Month Results

EPS for the six months was $4.41, compared with the prior-year amount of $3.93. Adjusted EPS was $4.56, an increase of 9% over the prior-year amount of $4.19.

Sales for the first six months were $1.159 billion, a 4% increase in local currency sales, compared with $1.103 billion in the prior-year period. Reported sales increased 5%, and included a 1% benefit from currency. By region, local currency sales increased 6% in Europe, 4% in the Americas and 2% in Asia / Rest of World as compared to the prior year. Adjusted operating income amounted to $203.9 million, a 6% increase from the prior-year amount of $191.8 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 $151.0 million, compared with $114.6 million in the prior-year period.

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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 will be in the range of $11.45 to $11.60, an increase of 8% to 10%. This guidance remains the same as the Company's previously provided guidance.

The Company stated that based on its assessment of market conditions today, management anticipates local currency sales growth in the third quarter of 2014 will be approximately 4%. This sales growth will result in Adjusted EPS in the range of $2.82 to $2.87, an increase of 8% to 10%.

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 remain cautiously optimistic that market conditions will remain favorable. We expect to benefit from relatively easier comparisons in China in the second half of the year, but will face more difficult comparisons in Europe. Globally, we are seeking growth opportunities by leveraging existing field resources and making selected additions to capitalize on penetration opportunities. We will also continue to benefit from our strong sales and marketing programs and excellent pipeline of new products. As always, we remain focused on execution and are convinced we can continue to gain market share.”

Other Matters

The Company will host a conference call to discuss its quarterly results today (Thursday July 24) 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
		June 30, 2014			% of sales	June 30, 2013		% of sales
Net sales		$	608,834	(a)	100.0	$	578,680	100.0
Cost of sales		280,658			46.1	269,837		46.6
Gross profit		328,176			53.9	308,843		53.4
Research and development		32,125			5.3	29,003		5.0
Selling, general and administrative		183,103			30.1	173,434		30.0
Amortization		7,283			1.2	5,807		1.0
Interest expense		5,956			1.0	5,543		1.0
Restructuring charges		1,905			0.3	3,196		0.6
Other charges (income), net		406			0.0	987		0.1
Earnings before taxes		97,398			16.0	90,873		15.7
Provision for taxes		23,376			3.8	21,811		3.8
Net earnings		$	74,022		12.2	$	69,062	11.9
Basic earnings per common share:
Net earnings		$	2.55			$	2.29
Weighted average number of common shares		29,074,695				30,119,889
Diluted earnings per common share:
Net earnings		2.49				$	2.24
Weighted average number of common and common equivalent shares		29,750,815				30,849,934
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
		June 30, 2014			% of sales	June 30, 2013		% of sales
Earnings before taxes		$	97,398			$	90,873
Amortization		7,283				5,807
Interest expense		5,956				5,543
Restructuring charges		1,905				3,196
Other charges (income), net		406				987
Adjusted operating income		$	112,948	(b)	18.6	$	106,406	18.4
Note:
(b)	Adjusted operating income increased 6% as compared to the same period in 2013.

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METTLER-TOLEDO INTERNATIONAL INC. CONSOLIDATED STATEMENTS OF OPERATIONS (amounts in thousands except share data) (unaudited)
		Six Months Ended				Six Months Ended
		June 30, 2014			% of sales	June 30, 2013		% of sales
Net sales		$	1,159,455	(a)	100.0	$	1,103,033	100.0
Cost of sales		538,638			46.5	515,032		46.7
Gross profit		620,817			53.5	588,001		53.3
Research and development		61,622			5.3	56,703		5.1
Selling, general and administrative		355,294			30.6	339,459		30.8
Amortization		14,377			1.2	10,929		1.0
Interest expense		11,622			1.0	10,943		1.0
Restructuring charges		3,397			0.3	8,198		0.7
Other charges (income), net		723			0.1	1,760		0.2
Earnings before taxes		173,782			15.0	160,009		14.5
Provision for taxes		41,709			3.6	38,403		3.5
Net earnings		$	132,073		11.4	$	121,606	11.0
Basic earnings per common share:
Net earnings		$	4.52			$	4.03
Weighted average number of common shares		29,221,647				30,209,729
Diluted earnings per common share:
Net earnings		$	4.41			$	3.93
Weighted average number of common and common equivalent shares		29,918,456				30,975,957
Note:
(a)	Local currency sales increased 4% as compared to the same period in 2013.
RECONCILIATION OF EARNINGS BEFORE TAXES TO ADJUSTED OPERATING INCOME
		Six Months Ended				Six Months Ended
		June 30, 2014			% of sales	June 30, 2013		% of sales
Earnings before taxes		$	173,782			$	160,009
Amortization		14,377				10,929
Interest expense		11,622				10,943
Restructuring charges		3,397				8,198
Other charges (income), net		723				1,760
Adjusted operating income		$	203,901	(b)	17.6	$	191,839	17.4
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)
	June 30, 2014		December 31, 2013
Cash and cash equivalents	$	111,012	$	111,874
Accounts receivable, net	427,495		466,703
Inventories	224,448		210,414
Other current assets and prepaid expenses	123,433		124,996
Total current assets	886,388		913,987
Property, plant and equipment, net	521,884		514,438
Goodwill and other intangible assets, net	572,016		570,260
Other non-current assets	163,132		154,134
Total assets	$	2,143,420	$	2,152,819
Short-term borrowings and maturities of long-term debt	$	121,306	$	17,067
Trade accounts payable	140,105		145,993
Accrued and other current liabilities	378,970		401,128
Total current liabilities	640,381		564,188
Long-term debt	345,364		395,960
Other non-current liabilities	249,961		257,619
Total liabilities	1,235,706		1,217,767
Shareholders’ equity	907,714		935,052
Total liabilities and shareholders’ equity	$	2,143,420	$	2,152,819

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METTLER-TOLEDO INTERNATIONAL INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (amounts in thousands) (unaudited)
	Three months ended						Six months ended
	June 30,						June 30,
	2014			2013			2014			2013
Cash flow from operating activities:
Net earnings	$	74,022		$	69,062		$	132,073		$	121,606
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation	8,454			8,566			16,874			17,447
Amortization	7,283			5,807			14,377			10,929
Deferred tax benefit	(2,747		)	(2,333		)	(3,442		)	(5,687		)
Excess tax benefits from share-based payment arrangements	(5,074		)	(263		)	(9,569		)	(519		)
Other	3,339			3,429			6,577			6,260
Increase (decrease) in cash resulting from changes in
operating assets and liabilities	22,855			6,692			(5,913		)	(35,404		)
Net cash provided by operating activities	108,132			90,960			150,977			114,632
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment	107			79			296			115
Purchase of property, plant and equipment	(20,404		)	(17,763		)	(37,120		)	(36,781		)
Acquisitions	(2,864		)	(213		)	(3,255		)	(213		)
Net cash used in investing activities	(23,161		)	(17,897		)	(40,079		)	(36,879		)
Cash flows from financing activities:
Proceeds from borrowings	164,139			69,153			310,018			211,112
Repayments of borrowings	(163,382		)	(46,996		)	(256,611		)	(136,330		)
Proceeds from exercise of stock options	5,582			5,480			9,032			12,549
Excess tax benefits from share-based payment arrangements	5,074			263			9,569			519
Repurchases of common stock	(101,480		)	(72,544		)	(183,978		)	(144,844		)
Other financing activities	154			(687		)	(81		)	(1,170		)
Net cash used in financing activities	(89,913		)	(45,331		)	(112,051		)	(58,164		)
Effect of exchange rate changes on cash and cash equivalents	150			(724		)	291			(1,074		)
Net increase (decrease) in cash and cash equivalents	(4,792		)	27,008			(862		)	18,515
Cash and cash equivalents:
Beginning of period	115,804			93,209			111,874			101,702
End of period	$	111,012		$	120,217		$	111,012		$	120,217
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW
Net cash provided by operating activities	$	108,132		$	90,960		$	150,977		$	114,632
Excess tax benefits from share-based payment arrangements	5,074			263			9,569			519
Payments in respect of restructuring activities	2,817			4,661			5,958			9,307
Proceeds from sale of property, plant and equipment	107			79			296			115
Purchase of property, plant and equipment	(20,404		)	(17,763		)	(37,120		)	(36,781		)
Free cash flow	$	95,726		$	78,200		$	129,680		$	87,792

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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 June 30, 2014				8		%		5	%	2		%		5		%
	Six Months Ended June 30, 2014				10		%		4	%	1		%		5		%
Local Currency Sales Growth
	Three Months Ended June 30, 2014				3		%		5	%	3		%		4		%
	Six Months Ended June 30, 2014				6		%		4	%	2		%		4		%
RECONCILIATION OF DILUTED EPS AS REPORTED TO ADJUSTED DILUTED EPS
(unaudited)
		Three months ended									Six months ended
		June 30,									June 30,
		2014			2013				% Growth		2014				2013				% Growth
EPS as reported, diluted		$	2.49		$	2.24			11%		$	4.41			$	3.93			12%
Restructuring charges, net of tax		0.05		(a)	0.08			(a)			0.09			(a)	0.20			(a)
Purchased intangible amortization, net of tax		0.03		(b)	0.03			(b)			0.06			(b)	0.06			(b)
Adjusted EPS, diluted		$	2.57		$	2.35			9%		$	4.56			$	4.19			9%
Notes:
(a)	Represents the EPS impact of restructuring charges of $1.9 million ($1.4 million after tax) and $3.2 million ($2.4 million after tax) for the three months ended June 30, 2014 and 2013, respectively and $3.4 million ($2.6 million after tax) and $8.2 million ($6.2 million after tax) for the six months ended June 30, 2014 and 2013, respectively, which primarily include employee related costs.
(b)	Represents the EPS impact of purchased intangibles amortization, net of tax, of $1.0 million and $0.9 million for the three months ended June 30, 2014 and 2013, respectively and 1.9 million and 1.8 million for the six months ended June 30, 2014 and 2013, respectively.

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