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): February 5, 2009

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 February 5, 2009, Mettler-Toledo International Inc. (“Mettler-Toledo”) issued a press release (the “Release”) setting forth its financial results for the three and twelve months ended December 31, 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, amortization of purchased intangible assets, net of tax and restructuring 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 and restructuring charges, 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, amortization expense of purchased intangibles, net of tax and restructuring charges, net of tax. Because one-time discrete tax items, amortization of purchased intangibles and restructuring 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 and restructuring charges, has material limitations.

2

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, 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, 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.

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.

3

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.

4

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
99.1	Press release, dated February 5, 2009 issued by Mettler-Toledo International Inc.

5

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: February 5, 2009

By: /s/ William P. Donnelly                      
William P. Donnelly
Chief Financial Officer

6

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated February 5, 2009 issued by Mettler-Toledo International Inc.

7

EX-99.1

Exhibit 99.1

METTLER-TOLEDO INTERNATIONAL INC. REPORTS
FOURTH QUARTER 2008 RESULTS

— Solid Growth in Earnings —
— Proactively Initiated Cost Reduction Program —

COLUMBUS, Ohio, USA — February 5, 2009 — Mettler-Toledo International Inc. (NYSE: MTD) today announced fourth quarter results for 2008. Provided below are the highlights:

• Sales in local currency increased 1% in the quarter. Reported sales declined 4% due to a negative 5% currency impact.

• Net earnings per diluted share as reported (EPS) were $1.84, compared with $1.72 in the fourth quarter of 2007. Adjusted EPS was $2.00, an increase of 16% over the prior year amount of $1.73. Adjusted EPS is a non-GAAP measure and excludes purchased intangible amortization, discrete tax items and restructuring charges. A reconciliation to EPS is provided on the last page of the attached schedules.

Fourth Quarter Results

Olivier Filliol, President and Chief Executive Officer, stated, “We achieved solid sales performance in the quarter in a difficult market environment. Strict expense control helped to drive strong growth in Adjusted EPS. While we achieved a record level of financial performance in 2008, we also proactively initiated a Cost Reduction Program to prepare for the challenging market conditions we expect in 2009.”

EPS was $1.84, compared with the prior year amount of $1.72. Adjusted EPS was $2.00, an increase of 16% over the prior year amount of $1.73.

Sales were $509.7 million, compared with $532.8 million in the prior year, reflecting a 1% increase in local currency sales compared with the prior year quarter. Reported sales declined 4% due to a negative 5% currency impact. By region, local currency sales increased 1% in Europe and 6% in Asia / Rest of World and declined 3% in the Americas. Adjusted operating income amounted to $101.0 million, a 6% increase over the prior year amount of $95.4 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 $62.9 million, compared with $59.1 million in 2007.

- more -

Full Year 2008 Results

EPS was $5.79, compared with the prior year amount of $4.70. Adjusted EPS was $5.84, an increase of 23% over the prior year amount of $4.74.

Sales were $1.97 billion, compared with $1.79 billion in the prior year, an increase of 6% in local currency sales. Reported sales growth was 10% and included a 4% currency benefit. By region, local currency sales growth was 6% in Europe, 2% in the Americas and 16% in Asia / Rest of World. Adjusted operating income amounted to $311.0 million, a 13% increase over the prior year amount of $274.7 million.

Cash flow from operations was $223.8 million, compared with $228.2 million in 2007.

Cost Reduction Program

The Company has initiated a Cost Reduction Program which includes a reduction of its workforce by approximately 600 people or 5% of the total as well as other cost containment measures. The Company will record pre-tax restructuring charges, consisting principally of severance-related costs, of approximately $15 million to $20 million of which $6.4 million was recorded in the fourth quarter. The remaining amount will be substantially recognized in early 2009. The Program should reduce operating costs by more than $40 million annually.

Outlook 2009

The Company stated that forecasting is very difficult given the significant uncertainty and volatility in today’s global economy. Management’s working assumption is that 2009 will be a difficult year, and it estimates local currency sales growth in the range of -4% to -8% and Adjusted EPS in the range of $4.80 to $5.30, a decline of 9% to 18%. Adjusted EPS excludes purchased intangible amortization, discrete tax items and restructuring charges.

For the first quarter 2009, the Company anticipates local currency sales growth in the range of - -6% to -8% and Adjusted EPS in the range of $0.80 to $0.90, a decline of 11% to 21%.

While the Company has provided an outlook for Adjusted EPS, it has not provided an outlook for EPS. EPS guidance has not been provided because it would require a currently undetermined estimate of restructuring charges and discrete tax items.

Conclusion

Filliol concluded, “Our Cost Reduction Program is designed to help us weather the economic downturn. At the same time, we will continue to make substantial investments in research and development and Spinnaker-related marketing programs aimed at building our leadership for the long term.”

- more -

“Mettler-Toledo is an excellent franchise. We have market-leading positions; an unmatched global footprint; an excellent product portfolio; significant diversification with respect to customers, end markets and geography; an experienced management team throughout the Company; a well-defined strategy; and an organization-wide focus on execution. Our capital structure is strong and our cash flow generation is solid. With the offensive and defensive initiatives we are undertaking, we believe we will emerge from this downturn with a stronger competitive position.”

Other Matters

The Company will host a conference call to discuss its fourth quarter results today (Thursday, February 5) 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 in the “Investor Relations” section of Mettler-Toledo’s website prior to the call.

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 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.

- more -

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

	Three months ended					Three months ended
	December 31, 2008			% of sales		December 31, 2007			% of sales
Net sales	$	509,687	(a)		100.0	$	532,840			100.0
Cost of sales		245,449			48.2		262,240			49.2
Gross profit		264,238			51.8		270,600			50.8
Research and development		24,771			4.9		25,889			4.9
Selling, general and administrative		138,495			27.2		149,316			28.0
Amortization		2,753			0.5		2,974			0.6
Interest expense		6,667			1.3		6,026			1.1
Other charges (income), net		6,361	(c)		1.2		(189	)		(0.1	)
Earnings before taxes		85,191			16.7		86,584			16.3
Provision for taxes		22,267			4.4		23,310			4.4
Net earnings	$	62,924			12.3	$	63,274			11.9
Basic earnings per common share:
Net earnings	$	1.88				$	1.76
Weighted average number of common shares		33,553,946					35,930,778
Diluted earnings per common share:
Net earnings	$	1.84				$	1.72
Weighted average number of common and common equivalent shares		34,153,116					36,873,667

Note:

(a) Local currency sales increased 1% as compared to the same period in 2007.

RECONCILIATION OF EARNINGS BEFORE TAXES TO ADJUSTED OPERATING INCOME

	Three months ended					Three months ended
	December 31, 2008			% of sales		December 31, 2007			% of sales
Earnings before taxes	$	85,191				$	86,584
Amortization		2,753					2,974
Interest expense		6,667					6,026
Other charges (income), net		6,361	(c)				(189	)
Adjusted operating income	$	100,972	(b)		19.8	$	95,395			17.9

Notes:

(b)	Adjusted operating income increased 6% as compared to the same period in 2007.
(c)	Includes a restructuring charge of $6.4 million which primarily represents severance costs related to workforce reductions.

- more -

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

	Twelve months ended					Twelve months ended
	December 31, 2008			% of sales		December 31, 2007			% of sales
Net sales	$	1,973,344	(a)		100.0	$	1,793,748			100.0
Cost of sales		980,263			49.7		897,567			50.0
Gross profit		993,081			50.3		896,181			50.0
Research and development		102,282			5.2		92,378			5.1
Selling, general and administrative		579,806			29.4		529,126			29.5
Amortization		10,553			0.5		11,682			0.7
Interest expense		25,390			1.3		21,003			1.2
Other charges (income), net		8,981	(c)		0.4		(875	)		(0.0	)
Earnings before taxes		266,069			13.5		242,867			13.5
Provision for taxes		63,291			3.2		64,360			3.5
Net earnings	$	202,778			10.3	$	178,507			10.0
Basic earnings per common share:
Net earnings	$	5.92				$	4.82
Weighted average number of common shares		34,250,310					37,025,209
Diluted earnings per common share:
Net earnings	$	5.79				$	4.70
Weighted average number of common and common equivalent shares		35,048,859					37,952,923

Note:

(a) Local currency sales increased 6% as compared to the same period in 2007.

RECONCILIATION OF EARNINGS BEFORE TAXES TO ADJUSTED OPERATING INCOME

	Twelve months ended					Twelve months ended
	December 31, 2008			% of sales		December 31, 2007			% of sales
Earnings before taxes	$	266,069				$	242,867
Amortization		10,553					11,682
Interest expense		25,390					21,003
Other charges (income), net		8,981	(c)				(875	)
Adjusted operating income	$	310,993	(b)		15.8	$	274,677			15.3

Notes:

(b)	Adjusted operating income increased 13% as compared to the same period in 2007.
(c)	Includes a restructuring charge of $6.4 million which primarily represents severance costs related to workforce reductions.

- more -

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

	December 31, 2008		December 31, 2007
Cash and cash equivalents	$	78,073	$	81,222
Accounts receivable, net		348,614		354,596
Inventory		170,613		173,725
Other current assets and prepaid expenses		73,565		73,666
Total current assets		670,865		683,209
Property, plant and equipment, net		285,008		265,665
Goodwill and other intangibles		520,721		540,787
Other non-current assets		185,935		188,553
Total assets	$	1,662,529	$	1,678,214
Short-term debt	$	12,492	$	11,570
Accounts payable		111,442		127,109
Accrued and other current liabilities		303,664		309,094
Total current liabilities		427,598		447,773
Long-term debt		441,588		385,072
Other non-current liabilities		290,096		264,083
Total liabilities		1,159,282		1,096,928
Shareholders’ equity		503,247		581,286
Total liabilities and shareholders’ equity	$	1,662,529	$	1,678,214

- more -

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three months ended						Twelve months ended
	December 31,						December 31,
	2008			2007			2008			2007
Cash flow from operating activities:
Net earnings	$	62,924		$	63,274		$	202,778		$	178,507
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation		6,793			7,163			28,987			26,664
Amortization		2,753			2,974			10,553			11,682
Deferred taxation		12,094			28,888			4,137			22,234
Excess tax benefits from share-based payment arrangements		(610	)		(4,350	)		(1,609	)		(9,573	)
Other		1,232			1,909			5,339			7,439
Increase in cash resulting from changes in operating assets and liabilities (a)		(22,290	)		(40,727	)		(26,421	)		(8,736	)
Net cash provided by operating activities (a)		62,896			59,131			223,764			228,217
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment		123			2,865			13,307			6,263
Purchase of property, plant and equipment		(23,548	)		(22,719	)		(61,008	)		(47,545	)
Acquisitions		(392	)		—			(999	)		(106	)
Net cash used in investing activities		(23,817	)		(19,854	)		(48,700	)		(41,388	)
Cash flows from financing activities:
Proceeds from borrowings		70,892			27,986			306,602			132,298
Repayments of borrowings		(138,443	)		(7,185	)		(259,566	)		(102,199	)
Proceeds from exercise of stock options		1,909			9,687			5,228			21,217
Excess tax benefits from share-based payment arrangements		610			4,350			1,609			9,573
Repurchases of common stock		(4,375	)		(70,364	)		(229,671	)		(324,870	)
Refinancing fees		(264	)		—			(3,349	)		—
Net cash used in financing activities		(69,671	)		(35,526	)		(179,147	)		(263,981	)
Effect of exchange rate changes on cash and cash equivalents		(2,374	)		2,086			934			7,105
Net (decrease) increase in cash and cash equivalents		(32,966	)		5,837			(3,149	)		(70,047	)
Cash and cash equivalents:
Beginning of period		111,039			75,385			81,222			151,269
End of period	$	78,073		$	81,222		$	78,073		$	81,222

Note:

(a) The decrease for the twelve months ended December 31, 2008 resulted principally from reduced accounts payable balances of $42.3 million.

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

Net cash provided by operating activities	$	62,896		$	59,131		$	223,764		$	228,217
Excess tax benefits from share-based payment arrangements		610			4,350			1,609			9,573
Payments in respect of restructuring activities		(667	)		—			(667	)		—
Proceeds from sale of property, plant and equipment		123			2,865			13,307			6,263
Purchase of property, plant and equipment		(23,548	)		(22,719	)		(61,008	)		(47,545	)
Free cash flow (a)	$	39,414		$	43,627		$	177,005		$	196,508

- more -

METTLER-TOLEDO INTERNATIONAL INC.
OTHER OPERATING STATISTICS

LOCAL CURRENCY SALES GROWTH BY DESTINATION

	Europe			Americas			Asia/RoW			Total
Three Months Ended December 31, 2008		1	%		-3	%		6	%		1	%
Twelve Months Ended December 31, 2008		6	%		2	%		16	%		6	%

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

	Three months ended									Twelve months ended
	December 31,									December 31,
	2008			2007			% Growth			2008			2007			% Growth
EPS as reported, diluted	$	1.84		$	1.72			7	%	$	5.79		$	4.70			23	%
Discrete tax items		—			—						(0.17	)(c)		(0.03	)(d)
Restructuring charge, net of tax		0.14	(a)		—						0.14	(a)		—
Purchased intangible amortization		0.02	(b)		0.01	(b)					0.08	(b)		0.07	(b)
Adjusted EPS, diluted	$	2.00		$	1.73			16	%	$	5.84		$	4.74			23	%

Notes:

(a)	Represents the EPS impact of a restructuring charge of $6.4 million ($4.7 million after tax) for both the three and twelve months ended December 31, 2008, which primarily includes severance costs related to workforce reductions.
(b)	Represents the EPS impact of purchased intangibles amortization, net of tax, of $0.7 million for the three months ended December 31, 2008 and 2007 and $2.7 million and $2.6 million for the twelve months ended December 31, 2008 and 2007, respectively.
(c)	Discrete tax items in 2008 pertain to the EPS impact of a discrete tax benefit of $2.5 million related to favorable withholding tax law changes in China recorded during the first quarter and a discrete net tax benefit of $3.5 million primarily related to the closure of certain tax matters recorded during the third quarter.
(d)	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 recorded during the third quarter.

# # #