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 9, 2019

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	MTD	New York Stock Exchange

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 9, 2019 Mettler-Toledo International Inc. (“Mettler-Toledo”) issued a press release (the “Release”) setting forth its financial results for the three months ended March 31, 2019. 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 Profit, Adjusted 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 non-recurring 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 non-recurring 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 non-recurring 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 non-recurring 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 non-recurring discrete tax items, amortization of purchased intangibles, restructuring charges and certain other one-time charges, has material limitations.

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Adjusted Operating Profit

Mettler-Toledo defines Adjusted Operating Profit 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 Profit is important supplemental information for investors. Adjusted Operating Profit 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 Profit 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 Profit 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 Profit is used in addition to and in conjunction with results presented in accordance with U.S. GAAP. Adjusted Operating Profit 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 Profit

Mettler-Toledo’s non-GAAP measure, Adjusted Operating Profit, has certain material limitations as follows:

• It excludes amortization expense. Because this item is recurring, any measure that excludes amortization expense has material limitations.

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

Adjusted Free Cash Flow

Mettler-Toledo defines Adjusted Free Cash Flow as net cash provided by operating activities including proceeds from the sale of property, plant and equipment, less capital expenditures, and before restructuring, acquisition cost payments, and tax reform payments. The most directly comparable U.S. GAAP financial measure is net cash provided by operating activities

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Mettler-Toledo believes Adjusted 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.

Adjusted Free Cash Flow is used in addition to and in conjunction with results presented in accordance with U.S. GAAP. Adjusted 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, Adjusted Free Cash Flow

Mettler-Toledo’s non-GAAP measure, Adjusted 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, acquisition cost payments, and tax reform payments which is considered to be a component 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 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, Adjusted 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, Adjusted 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 Adjusted 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 9, 2019, 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 9, 2019	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 2019 RESULTS

COLUMBUS, Ohio, USA - May 9, 2019 - Mettler-Toledo International Inc. (NYSE: MTD) today announced first quarter results for 2019. Provided below are the highlights:

• Reported sales increased 3% compared with the prior year. In local currency, sales increased 7% in the quarter as currency reduced sales growth by 4%.

• Net earnings per diluted share as reported (EPS) were $4.42, compared with $3.58 in the prior-year period. Adjusted EPS was $4.10, an increase of 10% over the prior-year amount of $3.74. Adjusted EPS is a non-GAAP measure, and we have included a reconciliation to EPS on the last page of the attached schedules.

First Quarter Results

Olivier Filliol, President and Chief Executive Officer, stated, "Sales growth was very strong in the quarter with excellent growth in our Laboratory and Industrial product lines. Sales growth in Europe and China was strong while growth in the Americas, excluding Food Retail, was good. Our productivity and margin initiatives continue to yield tangible results, and despite the adverse impact of currency and tariff costs, we achieved a strong increase in earnings growth."

GAAP Results

EPS in the quarter was $4.42, compared with the prior-year amount of $3.58.

Compared with the prior year, total reported sales increased 3% to $679.5 million. By region, reported sales increased 3% in the Americas, 2% in Europe and 4% in Asia/Rest of World. Earnings before taxes amounted to $125.7 million, compared with $117.4 million in the prior year.

Non-GAAP Results

Adjusted EPS was $4.10, an increase of 10% over the prior-year amount of $3.74.

Compared with the prior year, total sales in local currency increased 7% as currency reduced reported sales growth by 4%. By region, local currency sales increased 3% in the Americas, 9% in Europe and 9% in Asia/Rest of World. Adjusted Operating Profit amounted to $147.8 million, a 6% increase from the prior-year amount of $139.5 million.

Adjusted EPS and Adjusted Operating Profit are non-GAAP measures. Reconciliations to the most comparable GAAP measures are provided in the attached schedules.

Outlook

The Company said that based on its assessment of market conditions today, management anticipates local currency sales growth in 2019 will be approximately 5.5%. This sales growth is expected to result in Adjusted EPS in the range of $22.55 to $22.75, a growth rate of 11% to 12%. Previously, the Company provided guidance for Adjusted EPS in the range of $22.50 to $22.70.

Based on today's assessment of market conditions, management anticipates that local currency sales growth in the second quarter 2019 will be approximately 5.5%, and Adjusted EPS is forecasted to be in the range of $5.05 to $5.10, an increase of 9% to 10%.

While the Company has provided an outlook for local currency sales growth and Adjusted EPS, it has not provided an outlook for reported sales growth or EPS as it would require an estimate of currency exchange fluctuations and non-recurring items, which are not yet known. The Company noted in making its outlook that economic uncertainty remains in certain regions of the world and market conditions are subject to change.

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Conclusion

Filliol concluded, "Demand in our markets remains favorable and our growth initiatives continue to yield tangible results. While we acknowledge uncertainties in global economic data, we assume market conditions will remain favorable. We are confident in our ability to execute on our investments in our field force, Spinnaker sales and marketing programs and new product launches. With the benefit of these growth initiatives, we believe we are well positioned to continue to gain market share. We will continue to face currency and tariff headwinds, particularly in the second quarter. However, with the benefit of our growth, margin and productivity initiatives, we believe we can deliver strong results in 2019."

Other Matters

The Company will host a conference call to discuss its quarterly results today (Thursday, May 9) 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 (NYSE: MTD) is a leading global supplier of precision instruments and services. We have strong leadership positions in all of our businesses and believe we hold global number-one market positions in most of them. We are recognized as an innovation leader and our solutions are critical in key R&D, quality control and manufacturing processes for customers in a wide range of industries including life sciences, food and chemicals. Our sales and service network is one of the most extensive in the industry. Our products are sold in more than 140 countries and we have a direct presence in approximately 40 countries. With proven growth strategies and a focus on execution, we have achieved a long-term track record of strong financial performance. For more information, please visit www.mt.com.

Statements in this press release which are not historical facts constitute “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. These statements involve known and unknown risks, uncertainties and other factors that may cause our or our businesses’ actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of those terms or other comparable terminology. For a discussion of these risks and uncertainties, please see the discussion on forward-looking statements in our current report on Form 10-K. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under the caption “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, 2019				% of sales	March 31, 2018			% of sales
Net sales		$	679,452		(a)	100.0	$	660,821		100.0
Cost of sales		291,133				42.8	285,888			43.3
Gross profit		388,319				57.2	374,933			56.7
Research and development		36,053				5.3	34,713			5.3
Selling, general and administrative		204,425				30.1	200,674			30.4
Amortization		12,222				1.8	11,735			1.8
Interest expense		9,094				1.3	8,359			1.2
Restructuring charges		1,523				0.2	4,413			0.6
Other charges (income), net		(674		)		(0.0)	(2,400		)	(0.4)
Earnings before taxes		125,676				18.5	117,439			17.8
Provision for taxes		13,871				2.0	24,135			3.7
Net earnings		$	111,805			16.5	$	93,304		14.1
Basic earnings per common share:
Net earnings		$	4.50				$	3.66
Weighted average number of common shares		24,851,340					25,468,323
Diluted earnings per common share:
Net earnings		$	4.42				$	3.58
Weighted average number of common and common equivalent shares		25,310,525					26,095,647
Note:
(a)	Local currency sales increased 7% as compared to the same period in 2018.
RECONCILIATION OF EARNINGS BEFORE TAXES TO ADJUSTED OPERATING PROFIT
		Three Months Ended					Three Months Ended
		March 31, 2019				% of sales	March 31, 2018			% of sales
Earnings before taxes		$	125,676				$	117,439
Amortization		12,222					11,735
Interest expense		9,094					8,359
Restructuring charges		1,523					4,413
Other charges (income), net		(674		)			(2,400		)
Adjusted operating profit		$	147,841		(b)	21.8	$	139,546		21.1
Note:
(b)	Adjusted operating profit increased 6% as compared to the same period in 2018.

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METTLER-TOLEDO INTERNATIONAL INC. CONDENSED CONSOLIDATED BALANCE SHEETS (amounts in thousands) (unaudited)
	March 31, 2019			December 31, 2018
Cash and cash equivalents	$	126,480		$	178,110
Accounts receivable, net	489,281			535,528
Inventories	282,087			268,821
Other current assets and prepaid expenses	71,536			63,401
Total current assets	969,384			1,045,860
Property, plant and equipment, net	722,926			717,526
Goodwill and other intangible assets, net	749,494			752,088
Other non-current assets	194,893		(a)	103,373
Total assets	$	2,636,697		$	2,618,847
Short-term borrowings and maturities of long-term debt	$	53,798		$	49,670
Trade accounts payable	174,639			196,641
Accrued and other current liabilities	479,527		(a)	488,123
Total current liabilities	707,964			734,434
Long-term debt	1,008,485			985,021
Other non-current liabilities	358,498		(a)	309,329
Total liabilities	2,074,947			2,028,784
Shareholders’ equity	561,750			590,063
Total liabilities and shareholders’ equity	$	2,636,697		$	2,618,847
Note:
(a) Includes a lease right-of-use asset of $86.5 million, a short-term lease liability of $26.2 million and a long-term lease liability of $60.6 million in accordance with ASC 842 "Leases" that went into effect on January 1, 2019.

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METTLER-TOLEDO INTERNATIONAL INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (amounts in thousands) (unaudited)
	Three months ended
	March 31,
	2019			2018
Cash flow from operating activities:
Net earnings	$	111,805		$	93,304
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation	9,767			9,157
Amortization	12,222			11,735
Deferred tax benefit	(14,939		)	(6,416		)
Other	4,504			3,085
Decrease in cash resulting from changes in
operating assets and liabilities	(24,564		)	(34,301		)
Net cash provided by operating activities	98,795			76,564
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment	72			4,507
Purchase of property, plant and equipment	(22,404		)	(29,774		)
Acquisitions	—			(500		)
Net hedging settlements on intercompany loans	4,802			3,304
Net cash used in investing activities	(17,530		)	(22,463		)
Cash flows from financing activities:
Proceeds from borrowings	302,707			336,512
Repayments of borrowings	(271,646		)	(331,114		)
Proceeds from exercise of stock options	28,990			5,669
Repurchases of common stock	(186,250		)	(118,750		)
Acquisition contingent consideration payment	(10,000		)	—
Net cash used in financing activities	(136,199		)	(107,683		)
Effect of exchange rate changes on cash and cash equivalents	3,304			3,844
Net decrease in cash and cash equivalents	(51,630		)	(49,738		)
Cash and cash equivalents:
Beginning of period	178,110			148,687
End of period	$	126,480		$	98,949
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO ADJUSTED FREE CASH FLOW
Net cash provided by operating activities	$	98,795		$	76,564
Payments in respect of restructuring activities	3,692			5,242
Proceeds from sale of property, plant and equipment	72			4,507
Purchase of property, plant and equipment	(22,404		)	(29,774		)
Adjusted free cash flow	$	80,155		$	56,539

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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, 2019	2	%	3		%		4		%		3	%
Local Currency Sales Growth
	Three Months Ended March 31, 2019	9	%	3		%		9		%		7	%
RECONCILIATION OF DILUTED EPS AS REPORTED TO ADJUSTED DILUTED EPS
(unaudited)
				Three months ended
				March 31,
				2019				2018				% Growth
EPS as reported, diluted				$	4.42			$	3.58			23%
Purchased intangible amortization, net of tax				0.10			(a)	0.10			(a)
Restructuring charges, net of tax				0.05			(b)	0.13			(b)
Income tax expense				(0.47		)	(c)	(0.07		)	(c)
Adjusted EPS, diluted				$	4.10			$	3.74			10%
Notes:
(a)	Represents the EPS impact of purchased intangibles amortization, net of tax, of $2.6 million and $2.5 million for the three month periods ended March 31, 2019 and 2018, respectively.
(b)	Represents the EPS impact of restructuring charges of $1.5 million ($1.2 million after tax) and $4.4 million ($3.4 million after tax) for the three months ended March 31, 2019 and 2018, respectively, which primarily include employee related costs.
(c)	Represents the EPS impact of the difference between our quarterly and our estimated annual tax rate due to excess tax benefits associated with stock option exercises. associated with stock option exercises.

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