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 6, 2008

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.)

Im Langacher, P.O. Box MT-100 CH 8606 Greifensee, Switzerland and 1900 Polaris Parkway Columbus, OH	43240
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: +41-44-944-22-11 and 1-614-438-4511

(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 6, 2008, Mettler-Toledo International Inc. (“Mettler-Toledo”) issued a press release (the “Release”) setting forth its financial results for the three and nine months ended September 30, 2008. 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 and Free Cash Flow.

Adjusted Earnings per Share

Mettler-Toledo defines Adjusted Earnings per Share as diluted earnings per common share excluding certain one-time discrete tax items and amortization of purchased intangible assets, 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 and amortization of purchased intangibles, net of tax, which management believes is 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 and amortization expense of purchased intangibles, net of tax. Because one-time discrete tax items and amortization of purchased intangibles are components of diluted earnings per share under U.S. GAAP, any measure that excludes one-time discrete tax items and amortization of purchased intangibles has material limitations.

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Adjusted Operating Income

Mettler-Toledo defines Adjusted Operating Income as gross profit less research and development, selling, general and administrative expenses and restructuring charges, before amortization, interest, other 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, other 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 and other income, net. Because these items are recurring, any measure that excludes them has material limitations.

Free Cash Flow

Mettler-Toledo defines Free Cash Flow as net cash provided by operating activities less capital expenditures, before restructuring payments, excess tax benefits from share-based payment arrangements and proceeds from the sale of property, plant and equipment. 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 purchases of property, plant and equipment, which is not considered to be a component of net cash provided by operating activities under U.S. GAAP. Therefore any measure that includes purchases of property, plant and equipment has material limitations.

• It excludes restructuring payments, excess tax benefits from share-based payment arrangements and proceeds from the sale of property, plant and equipment, which are 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.

Adjusted Earnings per Share, Adjusted Operating Income and Free Cash Flow 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 and Free Cash Flow 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.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
99.1	Press release, dated November 6, 2008, 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 thereunto duly authorized.

	METTLER-TOLEDO INTERNATIONAL INC.
Dated: November 6, 2008	By:	/s/ William P. Donnelly
		William P. Donnelly
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated November 6, 2008, issued by Mettler-Toledo International Inc.

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EX-99.1

Exhibit 99.1

METTLER-TOLEDO INTERNATIONAL INC. REPORTS
THIRD QUARTER 2008 RESULTS

— Strong Local Currency Sales Growth —
— Solid Earnings Growth —

COLUMBUS, Ohio, USA — November 6, 2008 — Mettler-Toledo International Inc. (NYSE: MTD) today announced third quarter results for 2008. Provided below are the highlights:

• Sales growth in local currency was 10%. Reported sales growth was 15%, which included a 5% currency benefit.

• Net earnings per diluted share as reported (EPS) were $1.52, compared with $1.16 in the third quarter of 2007. Adjusted EPS was $1.44, an increase of 25% over the prior year amount of $1.15. Adjusted EPS is a non-GAAP measure, and a reconciliation to EPS is provided on the last page of the attached schedules.

• Projected EPS is estimated at $5.83 to $5.85 for 2008 and $6.12 to $6.32 for 2009. Projected Adjusted EPS is estimated at $5.74 to $5.76 for 2008 and $6.20 to $6.40 for 2009.

Third Quarter Results

Olivier Filliol, President and Chief Executive Officer, stated, “We are very pleased with our strong operating results in the third quarter. Local currency sales growth was broad-based across most geographies and product lines. We continue to benefit from our considerable presence in emerging markets, our innovative sales and marketing programs and our new product launches. Operating profit and EPS growth were also strong in the quarter.”

EPS was $1.52, compared with the prior year amount of $1.16. Adjusted EPS was $1.44, an increase of 25% over the prior year amount of $1.15.

Sales were $509.1 million, compared with $442.6 million in the prior year, an increase of 10% in local currency sales. Reported sales growth was 15%, which included a 5% currency benefit. By region, local currency sales growth was 9% in Europe, 4% in the Americas and 21% in Asia / Rest of World. Adjusted operating income amounted to $76.5 million, a 15% increase over the prior year amount of $66.8 million.

Cash flow from operations was $76.1 million, compared with $76.2 million in 2007. The Company repurchased 681,600 shares of its stock for $69.5 million during the quarter.

Nine-Month Results

EPS was $3.96, compared with the prior year amount of $3.01. Adjusted EPS was $3.85, an increase of 27% over the prior year amount of $3.03.

Sales were $1.464 billion, compared with $1.261 billion in the prior year, an increase of 9% in local currency sales. Reported sales growth was 16%, which included a 7% currency benefit. By region, local currency sales growth was 8% in Europe, 3% in the Americas and 21% in Asia / Rest of World. Adjusted operating income amounted to $210.0 million, a 17% increase over the prior year amount of $179.3 million.

Cash flow from operations was $160.9 million, compared with $169.1 million in 2007. The Company repurchased 2.2 million shares of its stock for $223.4 million during the period.

Outlook 2008 / 2009

The Company stated that greater uncertainty in the global economy today makes forecasting particularly challenging. The guidance for fourth quarter 2008 and full year 2009, as detailed below, is based on management’s current assessment of the outlook for their end markets and the global economy.

EPS in the fourth quarter of 2008 is expected to be in the range of $1.88 to $1.90, which results in an estimate of EPS for the full year 2008 in the range of $5.83 to $5.85.

Adjusted EPS for the fourth quarter 2008 is expected to be in the range of $1.90 to $1.92. For the full year 2008, Adjusted EPS is expected to be in the range of $5.74 to $5.76. This compares with previous full year guidance of $5.53 to $5.63 and represents a 21% to 22% increase over 2007 Adjusted EPS of $4.74. Adjusted EPS excludes the after-tax amortization of purchased intangibles and discrete tax items.

For 2009, the Company expects local currency sales growth to be in the range of 2% to 4%. This would result in 2009 EPS of $6.12 to $6.32. Adjusted 2009 EPS is estimated to be in the range of $6.20 to $6.40. Using the mid-points of 2009 and 2008 Adjusted EPS, this represents an increase of approximately 10%. Purchased intangibles amortization in 2009 is estimated at $0.08 and is excluded from Adjusted EPS.

Conclusion

Filliol concluded, “Mettler-Toledo is a high-quality franchise built on market-leading positions, a strong global presence, a track record of innovation and a culture of execution. We benefit from our diversification in terms of products, geographies, industry segments and customers. As we look to 2009, we are concerned about the impact of a potential economic slowdown in our markets. In anticipation of a possible slowdown, we are taking extra efforts to ensure sales resources are allocated to the markets with highest-growth potential and undertaking measures to contain expense growth. We will continue to closely monitor conditions and adapt our plans accordingly. Despite these uncertainties, we remain confident in our ability to execute and, based on our current assessment of the outlook for our end markets, believe we can again generate solid earnings growth in 2009.”

Other Matters

The Company has provided a reconciliation of earnings before taxes, the most comparable U.S. GAAP measure, to adjusted operating income in the attached schedules.

The Company will host a conference call to discuss its third quarter results today (Thursday, November 6) 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.

METTLER TOLEDO is a leading global supplier of precision instruments and services. The Company is the world’s largest manufacturer and marketer of weighing instruments for use in laboratory, industrial and food retailing applications. The Company also holds top-three market positions in several related analytical instruments and is a leading provider of automated chemistry systems used in drug and chemical compound discovery and development. In addition, the Company is the world’s largest supplier of metal detection and other end-of-line inspection systems used in production and packaging and holds a leading position in certain process analytics applications. Additional information about METTLER TOLEDO can be found at “www.mt.com.”

Statements in this discussion which are not historical facts may be considered “forward-looking statements” that involve risks and uncertainties. For a discussion of these risks and uncertainties, which could cause actual events or results to differ from those contained in the forward-looking statements, see “Factors affecting our future operating results” in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the fiscal year December 31, 2007. The Company assumes no obligation to update this press release.

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

	Three months ended					Three months ended
	September 30, 2008			% of sales		September 30, 2007		% of sales
Net sales	$	509,097	(a)		100.0	$	442,600		100.0
Cost of sales		260,417			51.2		223,591		50.5
Gross profit		248,680			48.8		219,009		49.5
Research and development		26,553			5.2		22,699		5.1
Selling, general and administrative		145,612			28.6		129,520		29.3
Amortization		2,728			0.5		2,825		0.6
Interest expense		6,846			1.3		5,515		1.3
Other charges, net		445			0.1		58		0.0
Earnings before taxes		66,496			13.1		58,392		13.2
Provision for taxes		13,772			2.7		14,620		3.3
Net earnings	$	52,724			10.4	$	43,772		9.9
Basic earnings per common share:
Net earnings	$	1.56				$	1.19
Weighted average number of common shares		33,856,574					36,650,215
Diluted earnings per common share:
Net earnings	$	1.52				$	1.16
Weighted average number of common and common equivalent shares		34,727,806					37,597,020

Note:

(a) Local currency sales increased 10% as compared to the same period in 2007.

RECONCILIATION OF EARNINGS BEFORE TAXES TO ADJUSTED OPERATING INCOME

	Three months ended					Three months ended
	September 30, 2008			% of sales		September 30, 2007		% of sales
Earnings before taxes	$	66,496				$	58,392
Amortization		2,728					2,825
Interest expense		6,846					5,515
Other charges, net		445					58
Adjusted operating income	$	76,515	(a)		15.0	$	66,790		15.1

Note:

(a) Adjusted operating income increased 15% as compared to the same period in 2007.

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

	Nine months ended					Nine months ended
	September 30, 2008			% of sales		September 30, 2007			% of sales
Net sales	$	1,463,657	(a)		100.0	$	1,260,907			100.0
Cost of sales		734,814			50.2		635,328			50.4
Gross profit		728,843			49.8		625,579			49.6
Research and development		77,511			5.3		66,489			5.3
Selling, general and administrative		441,311			30.1		379,810			30.1
Amortization		7,800			0.5		8,708			0.7
Interest expense		18,723			1.3		14,977			1.2
Other charges (income), net		2,620			0.2		(688	)		(0.1	)
Earnings before taxes		180,878			12.4		156,283			12.4
Provision for taxes		41,024			2.8		41,050			3.3
Net earnings	$	139,854			9.6	$	115,233			9.1
Basic earnings per common share:
Net earnings	$	4.06				$	3.08
Weighted average number of common shares		34,482,431					37,390,019
Diluted earnings per common share:
Net earnings	$	3.96				$	3.01
Weighted average number of common and common equivalent shares		35,347,440					38,312,676

Note:

(a) Local currency sales increased 9% as compared to the same period in 2007.

RECONCILIATION OF EARNINGS BEFORE TAXES TO ADJUSTED OPERATING INCOME

	Nine months ended					Nine months ended
	September 30, 2008			% of sales		September 30, 2007			% of sales
Earnings before taxes	$	180,878				$	156,283
Amortization		7,800					8,708
Interest expense		18,723					14,977
Other charges (income), net		2,620					(688	)
Adjusted operating income	$	210,021	(a)		14.3	$	179,280			14.2

Note:

(a) Adjusted operating income increased 17% as compared to the same period in 2007.

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

	September 30, 2008		December 31, 2007
Cash and cash equivalents	$	111,039	$	81,222
Accounts receivable, net		340,481		354,596
Inventory		194,271		173,725
Other current assets and prepaid expenses		86,363		73,666
Total current assets		732,154		683,209
Property, plant and equipment, net		267,636		265,665
Goodwill and other intangibles		534,868		540,787
Other non-current assets		209,108		188,553
Total assets	$	1,743,766	$	1,678,214
Short-term debt	$	24,048	$	11,570
Accounts payable		107,059		127,109
Accrued and other current liabilities		341,207		309,094
Total current liabilities		472,314		447,773
Long-term debt		495,632		385,072
Other non-current liabilities		265,223		264,083
Total liabilities		1,233,169		1,096,928
Shareholders’ equity		510,597		581,286
Total liabilities and shareholders’ equity	$	1,743,766	$	1,678,214

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three months ended						Nine months ended
	September 30,						September 30,
	2008			2007			2008			2007
Cash flow from operating activities:
Net earnings	$	52,724		$	43,772		$	139,854		$	115,233
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation		7,200			6,584			22,194			19,501
Amortization		2,728			2,825			7,800			8,708
Deferred taxation		(1,702	)		(2,353	)		(7,957	)		(6,654	)
Excess tax benefits from share-based payment arrangements		(320	)		(580	)		(999	)		(5,223	)
Other		2,114			1,286			4,107			5,530
Increase in cash resulting from changes in operating assets and liabilities (a)		13,335			24,669			(4,131	)		31,991
Net cash provided by operating activities (a)		76,079			76,203			160,868			169,086
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment		536			2,252			13,184			3,398
Purchase of property, plant and equipment		(17,250	)		(8,529	)		(37,460	)		(24,826	)
Acquisitions		(303	)		(106	)		(607	)		(106	)
Net cash used in investing activities		(17,017	)		(6,383	)		(24,883	)		(21,534	)
Cash flows from financing activities:
Proceeds from borrowings		66,575			85,707			235,710			104,312
Repayments of borrowings		(27,151	)		(74,833	)		(121,123	)		(95,014	)
Proceeds from stock option exercises		864			1,076			3,319			11,530
Excess tax benefits from share-based payment arrangements		320			580			999			5,223
Repurchases of common stock		(69,071	)		(108,603	)		(225,296	)		(254,506	)
Refinancing fees		(3,085	)		—			(3,085	)		—
Net cash used in financing activities		(31,548	)		(96,073	)		(109,476	)		(228,455	)
Effect of exchange rate changes on cash and cash equivalents		(1,999	)		1,931			3,308			5,019
Net increase (decrease) in cash and cash equivalents		25,515			(24,322	)		29,817			(75,884	)
Cash and cash equivalents:
Beginning of period		85,524			99,707			81,222			151,269
End of period	$	111,039		$	75,385		$	111,039		$	75,385

Note:

(a) The decrease for the nine months ended September 30, 2008 resulted principally from approximately $11.5 million of higher payments relating to 2007 performance-related compensation incentives (bonus payments), reduced accounts payable balances of $24.4 million and the timing of tax disbursements of $5.9 million, offset in part by higher net earnings of $24.6 million compared to the corresponding period in 2007.

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

Net cash provided by operating activities	$	76,079		$	76,203		$	160,868		$	169,086
Excess tax benefits from share-based payment arrangements		320			580			999			5,223
Proceeds from sale of property, plant and equipment		536			2,252			13,184			3,398
Purchase of property, plant and equipment		(17,250	)		(8,529	)		(37,460	)		(24,826	)
Free cash flow (a)	$	59,685		$	70,506		$	137,591		$	152,881

METTLER-TOLEDO INTERNATIONAL INC.
OTHER OPERATING STATISTICS

LOCAL CURRENCY SALES GROWTH BY DESTINATION

	Europe			Americas			Asia/RoW			Total
Three Months Ended September 30, 2008		9	%		4	%		21	%		10	%
Nine Months Ended September 30, 2008		8	%		3	%		21	%		9	%

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

	Three months ended									Nine months ended
	September 30,									September 30,
							%									%
	2008			2007			Growth			2008			2007			Growth
EPS as reported, diluted	$	1.52		$	1.16			31	%	$	3.96		$	3.01			32	%
Discrete tax items		(0.10	) (a)		(0.03	) (b)					(0.17	) (a)		(0.03	) (b)
Purchased intangible amortization		0.02	(c)		0.02	(c)					0.06	(c)		0.05	(c)
Adjusted EPS, diluted	$	1.44		$	1.15			25	%	$	3.85		$	3.03			27	%

Notes:

(a)	Discrete tax items in the three months ended September 30, 2008 of $3.5 million relate primarily to a benefit from the closure of certain tax matters. The nine months ended September 30, 2008 includes an additional $2.5 million discrete tax item related to a favorable tax law change.
(b)	Discrete tax items in 2007 pertain to the EPS impact of tax benefits related to the favorable resolution of certain tax matters and other adjustments related to prior years of $3.4 million partially offset by a charge of $2.3 million primarily related to a tax law change.
(c)	Represents the EPS impact of purchased intangible amortization, net of tax, of $0.7 million for both the three months ended September 30, 2008 and 2007, respectively and $2.0 million and $1.9 million for the nine months ended September 30, 2008 and 2007, respectively.