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): April 30, 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 April 30, 2009, Mettler-Toledo International Inc. (“Mettler-Toledo”) issued a press release (the “Release”) setting forth its financial results for the three months ended March 31, 2009. 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.

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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, 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.

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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 components 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.

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Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
	99.1	Press release, dated April 30, 2009 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: April 30, 2009	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 April 30, 2009 issued by Mettler-Toledo International Inc.

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EX-99.1

Exhibit 99.1

METTLER-TOLEDO INTERNATIONAL INC. REPORTS
FIRST QUARTER 2009 RESULTS

— Moderate EPS Decline Despite Difficult Economic Environment —
— Initiating Additional Cost Reduction Measures —

COLUMBUS, Ohio, USA — April 30, 2009 — Mettler-Toledo International Inc. (NYSE: MTD) today announced first quarter results for 2009. Provided below are the highlights:

• Sales in local currency declined by 8% in the quarter. Reported sales decreased 15% due to a negative 7% currency impact.

• Net earnings per diluted share as reported (EPS) were $1.00, compared with $1.06 in the first quarter of 2008. Adjusted EPS was $0.95, a 6% decline from the prior year amount of $1.01. 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.

First Quarter Results

Olivier Filliol, President and Chief Executive Officer, stated, “While the severe economic downturn has certainly impacted our local currency sales, our disciplined cost management and the benefit of pricing and procurement initiatives helped to limit the impact on our first quarter earnings. Given our expectation of continued difficult market conditions, we are taking further measures to reduce our cost base while continuing to invest in our business for the long-term benefit of shareholders. We remain confident that Mettler-Toledo will emerge from this downturn an even stronger company with an enhanced competitive position.”

EPS was $1.00, compared with the prior year amount of $1.06. Adjusted EPS was $0.95 as compared to the prior year amount of $1.01.

Sales were $374.1 million, compared with $439.0 million in the prior year, reflecting a 8% decrease in local currency sales compared with the prior year quarter. Reported sales declined 15% due to a negative 7% currency impact. By region, local currency sales decreased 10% in Europe and 11% in the Americas. In Asia / Rest of World, sales increased by 1%. Adjusted operating income amounted to $52.3 million, a 10% decrease over the prior year amount of $58.3 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 $34.9 million, compared with $8.2 million in 2008.

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Cost Reduction Program

The Company previously announced a Cost Reduction Program with a target of reducing costs by more than $40 million annually. The Company has now expanded the Program to target total cost reductions of approximately $100 million annually. Pre-tax restructuring charges associated with the expanded Program are estimated at approximately $40 million, of which $14.8 million has been incurred to date. The remaining amount will be substantially recognized during the next several quarters. Similar to the initial phase, the expanded Program will include workforce reductions and other cost efficiency measures.

Outlook

The Company reiterated that forecasting continues to be very difficult given the significant uncertainty and volatility in today’s global economy. Management now estimates local currency sales will decline in 2009 in the range of -8% to -12% and Adjusted EPS will be in the range of $4.85 to $5.35. Adjusted EPS excludes purchased intangible amortization, discrete tax items and restructuring charges.

For the second quarter 2009, the Company noted that the second quarter 2008 had very strong local currency sales growth. The Company anticipates local currency sales will decline in the range of - -11% to -13% and Adjusted EPS will be in the range of $1.05 to $1.15 for the second quarter.

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 an estimate of non-recurring items for 2009, which are not yet known.

Conclusion

Filliol concluded, “While the steps we are taking are difficult, we are committed to taking determined actions to align our cost structure to our currently reduced sales volume. At the same time, we have been diligent and careful in our planning to ensure that we reinforce our leadership position for the long term, with continued high levels of investment in research and development and Spinnaker-related enhanced marketing programs.

“Mettler-Toledo’s strong franchise is supported by our market-leading positions, global footprint, robust and diversified product portfolio, an experienced global management team, and a solid capital structure. This foundation, combined with our proven track record on execution, provides us the support and flexibility to weather the current environment.”

Other Matters

The Company will host a conference call to discuss its first quarter results today (Thursday, April 30) 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.

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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.

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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, 2009			% of sales		March 31, 2008		% of sales
Net sales	$	374,079	(a)		100.0	$	438,955		100.0
Cost of sales		186,157			49.8		217,803		49.6
Gross profit		187,922			50.2		221,152		50.4
Research and development		21,570			5.8		24,254		5.5
Selling, general and administrative		114,035			30.5		138,602		31.6
Amortization		2,683			0.7		2,405		0.6
Interest expense		5,241			1.4		5,849		1.3
Other charges (income), net		9,360			2.4		1,675		0.4
Earnings before taxes		35,033			9.4		48,367		11.0
Provision for taxes		1,154			0.3		10,088		2.3
Net earnings	$	33,879			9.1	$	38,279		8.7
Basic earnings per common share:
Net earnings	$	1.01				$	1.09
Weighted average number of common shares		33,631,219					35,119,322
Diluted earnings per common share:
Net earnings	$	1.00				$	1.06
Weighted average number of common and common equivalent shares		33,996,251					35,993,750

Note:
(a)	Local currency sales decreased 8% as compared to the same period in 2008.

RECONCILIATION OF EARNINGS BEFORE TAXES TO ADJUSTED OPERATING INCOME

	Three months ended					Three months ended
	March 31, 2009			% of sales		March 31, 2008		% of sales
Earnings before taxes	$	35,033				$	48,367
Amortization		2,683					2,405
Interest expense		5,241					5,849
Other charges (income), net		9,360	(c)				1,675
Adjusted operating income	$	52,317	(b)		14.0	$	58,296		13.3

Notes:
(b)	Adjusted operating income decreased 10% as compared to the same period in 2008.
(c)	Includes a restructuring charge of $8.4 million which primarily represents severance and lease termination costs during the three months ended March 31, 2009.

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

	March 31, 2009		December 31, 2008
Cash and cash equivalents	$	130,770	$	78,073
Accounts receivable, net		288,893		348,614
Inventory		158,212		170,613
Other current assets and prepaid expenses		74,024		73,565
Total current assets		651,899		670,865
Property, plant and equipment, net		274,754		285,008
Goodwill and other intangibles		515,183		520,721
Other non-current assets		179,960		187,462
Total assets	$	1,621,796	$	1,664,056
Short-term debt	$	9,700	$	12,492
Accounts payable		77,976		111,442
Accrued and other current liabilities		272,968		300,938
Total current liabilities		360,644		424,872
Long-term debt		467,653		441,588
Other non-current liabilities		272,876		294,349
Total liabilities		1,101,173		1,160,809
Shareholders’ equity		520,623		503,247
Total liabilities and shareholders’ equity	$	1,621,796	$	1,664,056

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three months ended
	March 31,
	2009			2008
Cash flow from operating activities:
Net earnings	$	33,879		$	38,279
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation		7,049			7,304
Amortization		2,683			2,405
Deferred taxation		(3,862	)		(451	)
Excess tax benefits from share-based payment arrangements		(38	)		(219	)
Other		2,863			(550	)
Increase in cash resulting from changes in operating assets and liabilities		(7,703	)		(38,614	)
Net cash provided by operating activities		34,871			8,154
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment		1,868			12,476
Purchase of property, plant and equipment		(12,452	)		(7,379	)
Acquisitions		(170	)		—
Net cash (used in) provided by investing activities		(10,754	)		5,097
Cash flows from financing activities:
Proceeds from borrowings		58,192			124,032
Repayments of borrowings		(32,142	)		(44,722	)
Proceeds from stock option exercises		2,960			1,219
Excess tax benefits from share-based payment arrangements		38			219
Repurchases of common stock		—			(98,611	)
Other financing activities		(320	)		77
Net cash provided by (used in) financing activities		28,728			(17,786	)
Effect of exchange rate changes on cash and cash equivalents		(148	)		3,997
Net increase (decrease) in cash and cash equivalents		52,697			(538	)
Cash and cash equivalents:
Beginning of period		78,073			81,222
End of period	$	130,770		$	80,684
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW
Net cash provided by operating activities	$	34,871		$	8,154
Excess tax benefits from share-based payment arrangements		38			219
Payments in respect of restructuring activities		4,574			—
Proceeds from sale of property, plant and equipment		1,868			12,476
Purchase of property, plant and equipment		(12,452	)		(7,379	)
Free cash flow	$	28,899		$	13,470

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METTLER-TOLEDO INTERNATIONAL INC.
OTHER OPERATING STATISTICS

LOCAL CURRENCY SALES GROWTH BY DESTINATION
(unaudited)

	Europe			Americas			Asia/RoW			Total
Three Months Ended March 31, 2009		-10	%		-11	%		1	%		-8	%

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

	Three months ended
	March 31,
	2009			2008			% Growth
EPS as reported, diluted	$	1.00		$	1.06			-6	%
Discrete tax items		(0.25)	(a)		(0.07)	(d)
Restructuring charge, net of tax		0.18	(b)		—
Purchased intangible amortization, net of tax		0.02	(c)		0.02	(c)
Adjusted EPS, diluted	$	0.95		$	1.01			-6	%

Notes:
(a)	Discrete tax items for the three months ended March 31, 2009 pertain to the EPS impact of a net tax benefit of $8.3 million, primarily related to the favorable resolution of certain prior year tax matters.
(b)	Represents the EPS impact of a restructuring charge of $8.4 million ($6.1 million after tax) for the three months ended March 31, 2009, which primarily includes severance and lease termination costs.
(c)	Represents the EPS impact of purchased intangibles amortization, net of tax, of $0.6 million for the three months ended March 31, 2009 and 2008.
(d)	The discrete tax item for the three months ended March 31, 2008 pertains to the EPS impact of a tax benefit of $2.5 million related to favorable withholding tax law changes in China.

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