UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2009,

OR

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM                      TO                     

Mettler-Toledo International Inc.

(Exact name of registrant as specified in its charter)

Delaware		13-3668641
(State or other jurisdiction of incorporation or organization)		(I.R.S Employer Identification No.)

Im Langacher, P.O. Box MT-100
CH 8606 Greifensee, Switzerland
and
1900 Polaris Parkway
                Columbus, Ohio 43240               

(Address of principal executive offices)

(Zip Code)

(Registrant’s telephone number, including area code)

not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ     No o

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web-site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o     No o

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o     No þ

The Registrant had 33,707,148 shares of Common Stock outstanding at June 30, 2009.

 

 

METTLER-TOLEDO INTERNATIONAL INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q

						PAGE
		PART I. FINANCIAL INFORMATION
Item 1.		Financial Statements
		Unaudited Interim Consolidated Financial Statements:
		Interim Consolidated Statements of Operations for the three months ended June 30, 2009 and 2008					3
		Interim Consolidated Statements of Operations for the six months ended June 30, 2009 and 2008					4
		Interim Consolidated Balance Sheets as of June 30, 2009 and December 31, 2008					5
		Interim Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the six months ended June 30, 2009 and twelve months ended December 31, 2008					6
		Interim Consolidated Statements of Cash Flows for the six months ended June 30, 2009 and 2008					7
		Notes to the Interim Consolidated Financial Statements at June 30, 2009					8
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations					23
Item 3.		Quantitative and Qualitative Disclosures About Market Risk					34
Item 4.		Controls and Procedures					34
		PART II. OTHER INFORMATION
Item 1.		Legal Proceedings					35
Item 1A.		Risk Factors					35
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds					35
Item 3.		Defaults upon Senior Securities					36
Item 4.		Submission of Matters to a Vote of Security Holders					36
Item 5.		Other Information					36
Item 6.		Exhibits					36
SIGNATURE

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

METTLER-TOLEDO INTERNATIONAL INC.
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended June 30, 2009 and 2008
(In thousands, except share data)
(unaudited)

		June 30,				June 30,
		2009				2008
Net sales
Products		$	304,378			$	400,810
Service			103,064				114,795
Total net sales			407,442				515,605
Cost of sales
Products			138,368				183,622
Service			62,840				72,972
Gross profit			206,234				259,011
Research and development			22,075				26,704
Selling, general and administrative			122,488				157,097
Amortization			2,814				2,667
Interest expense			6,760				6,028
Other charges (income), net			14,110				500
Earnings before taxes			37,987				66,015
Provision for taxes			10,256				17,164
Net earnings		$	27,731			$	48,851
Basic earnings per common share:
Net earnings		$	0.82			$	1.42
Weighted average number of common shares			33,690,179				34,471,397
Diluted earnings per common share:
Net earnings		$	0.81			$	1.38
Weighted average number of common and common equivalent shares			34,192,595				35,320,765

The accompanying notes are an integral part of these interim consolidated financial statements.

METTLER-TOLEDO INTERNATIONAL INC.
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
Six months ended June 30, 2009 and 2008
(In thousands, except share data)
(unaudited)

		June 30,				June 30,
		2009				2008
Net sales
Products		$	582,288			$	736,747
Service			199,233				217,813
Total net sales			781,521				954,560
Cost of sales
Products			265,393				334,790
Service			121,972				139,607
Gross profit			394,156				480,163
Research and development			43,645				50,958
Selling, general and administrative			236,523				295,699
Amortization			5,497				5,072
Interest expense			12,001				11,877
Other charges (income), net			23,470				2,175
Earnings before taxes			73,020				114,382
Provision for taxes			11,410				27,252
Net earnings		$	61,610			$	87,130
Basic earnings per common share:
Net earnings		$	1.83			$	2.50
Weighted average number of common shares			33,660,699				34,795,360
Diluted earnings per common share:
Net earnings		$	1.81			$	2.44
Weighted average number of common and common equivalent shares			34,094,423				35,648,993

The accompanying notes are an integral part of these interim consolidated financial statements.

METTLER-TOLEDO INTERNATIONAL INC.
INTERIM CONSOLIDATED BALANCE SHEETS
As of June 30, 2009 and December 31, 2008
(In thousands, except share data)
(unaudited)

		June 30,				December 31,
		2009				2008
ASSETS
Current assets:
Cash and cash equivalents		$	119,726			$	78,073
Trade accounts receivable, less allowances of $12,063 at June 30, 2009 and $11,965 at December 31, 2008			286,296				348,614
Inventories			157,849				170,613
Current deferred tax assets, net			37,760				35,756
Other current assets and prepaid expenses			41,964				37,809
Total current assets			643,595				670,865
Property, plant and equipment, net			290,908				285,008
Goodwill			430,229				424,426
Other intangible assets, net			95,019				96,295
Non-current deferred tax assets, net			91,313				92,958
Other non-current assets			106,545				94,504
Total assets		$	1,657,609			$	1,664,056
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable		$	84,553			$	111,442
Accrued and other liabilities			87,389				81,118
Accrued compensation and related items			79,168				115,430
Deferred revenue and customer prepayments			70,354				51,665
Taxes payable			49,431				44,507
Current deferred tax liabilities			8,069				8,218
Short-term borrowings			6,006				12,492
Total current liabilities			384,970				424,872
Long-term debt			398,464				441,588
Non-current deferred tax liabilities			110,189				111,048
Other non-current liabilities			172,698				183,301
Total liabilities			1,066,321				1,160,809
Commitments and contingencies (Note 12)
Shareholders’ equity:
Preferred stock, $0.01 par value per share; authorized 10,000,000 shares; issued 0			—				—
Common stock, $0.01 par value per share; authorized 125,000,000 shares; issued 44,786,011 and 44,786,011 shares; outstanding 33,707,148 and 33,595,303 shares at June 30, 2009 and December 31, 2008, respectively			448				448
Additional paid-in capital			565,993				559,772
Treasury stock at cost (11,078,863 shares at June 30, 2009 and 11,190,708 shares at December 31, 2008)			(865,629	)			(873,601	)
Retained earnings			907,040				848,489
Accumulated other comprehensive (loss) income			(16,564	)			(31,861	)
Total shareholders’ equity			591,288				503,247
Total liabilities and shareholders’ equity		$	1,657,609			$	1,664,056

The accompanying notes are an integral part of these interim consolidated financial statements.

METTLER-TOLEDO INTERNATIONAL INC.
INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND
COMPREHENSIVE INCOME
Six months ended June 30, 2009 and twelve months ended December 31, 2008
(In thousands, except share data)
(unaudited)

																						Accumulated
										Additional												Other
		Common Stock								Paid-in				Treasury				Retained				Comprehensive
		Shares				Amount				Capital				Stock				Earnings				(Loss) Income				Total
Balance at December 31, 2007			35,638,483			$	448			$	548,378			$	(662,393	)		$	652,236			$	42,617			$	581,286
Exercise of stock options and restricted stock units			172,248				—				—				12,138				(6,910	)			—				5,228
Other treasury stock issuances			16,760				—				—				1,149				352				—				1,501
Repurchases of common stock			(2,232,188	)			—				—				(224,495	)			—				—				(224,495	)
Tax benefit resulting from exercise of certain employee stock options			—				—				2,696				—				—				—				2,696
Share-based compensation			—				—				8,698				—				—				—				8,698
Adoption of SFAS 158 measurement date provision, net of tax			—				—				—				—				33				(107	)			(74	)
Comprehensive income:
Net earnings			—				—				—				—				202,778				—				202,778
Unrealized gain (loss) on cash flow hedging arrangements, net of tax			—				—				—				—				—				(2,593	)			(2,593	)
Change in currency translation adjustment			—				—				—				—				—				(23,242	)			(23,242	)
Pension adjustment, net of tax			—				—				—				—				—				(48,536	)			(48,536	)
Comprehensive income			—				—				—				—				—				—				128,407
Balance at December 31, 2008			33,595,303			$	448			$	559,772			$	(873,601	)		$	848,489			$	(31,861	)		$	503,247
Exercise of stock options and restricted stock units			105,378				—				—				7,511				(2,902	)			—				4,609
Other treasury stock issuances			6,467				—				—				461				(157	)			—				304
Tax benefit resulting from exercise of certain employee stock options			—				—				689				—				—				—				689
Share-based compensation			—				—				5,532				—				—				—				5,532
Comprehensive income:
Net earnings			—				—				—				—				61,610				—				61,610
Unrealized gain (loss) on cash flow hedging arrangements, net of tax			—				—				—				—				—				5,851				5,851
Change in currency translation adjustment			—				—				—				—				—				5,926				5,926
Pension adjustment, net of tax			—				—				—				—				—				3,520				3,520
Comprehensive income (a)			—				—				—				—				—				—				76,907
Balance at June 30, 2009			33,707,148			$	448			$	565,993			$	(865,629	)		$	907,040			$	(16,564	)		$	591,288

The accompanying notes are an integral part of these interim consolidated financial statements.

METTLER-TOLEDO INTERNATIONAL INC.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
Six months ended June 30, 2009 and 2008
(In thousands)
(unaudited)

		June 30,				June 30,
		2009				2008
Cash flows from operating activities:
Net earnings		$	61,610			$	87,130
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation			14,353				14,994
Amortization			5,497				5,072
Deferred taxes			(10,797	)			(6,255	)
Excess tax benefits from share-based payment arrangements			(202	)			(679	)
Gain from sale of property, plant and equipment			(25	)			(2,703	)
Share-based compensation			5,532				5,073
Other			340				(377	)
Increase (decrease) in cash resulting from changes in:
Trade accounts receivable, net			57,613				19,730
Inventories			12,610				(21,175	)
Other current assets			(3,865	)			(7,314	)
Trade accounts payable			(25,920	)			(24,739	)
Taxes payable			5,497				20,035
Accruals and other			(13,349	)			(4,761	)
Net cash provided by operating activities			108,894				84,031
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment			1,917				12,648
Purchase of property, plant and equipment			(24,020	)			(20,210	)
Acquisitions			(170	)			(304	)
Net cash used in investing activities			(22,273	)			(7,866	)
Cash flows from financing activities:
Proceeds from borrowings			167,905				169,135
Repayments of borrowings			(217,333	)			(93,972	)
Debt issuance costs			(602	)			—
Debt extinguishment costs			(1,301	)			—
Proceeds from stock option exercises			4,609				2,455
Repurchases of common stock			—				(156,225	)
Excess tax benefits from share-based payment arrangements			202				679
Other financing activities			(1,078	)			758
Net cash used in financing activities			(47,598	)			(77,170	)
Effect of exchange rate changes on cash and cash equivalents			2,630				5,307
Net increase in cash and cash equivalents			41,653				4,302
Cash and cash equivalents:
Beginning of period			78,073				81,222
End of period		$	119,726			$	85,524

The accompanying notes are an integral part of these interim consolidated financial statements.

METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2009 — Unaudited
(In thousands, except share data, unless otherwise stated)

1. BASIS OF PRESENTATION

     Mettler-Toledo International Inc. (“Mettler-Toledo” or the “Company”) is a leading global supplier of precision instruments and services. The Company manufactures weighing instruments for use in laboratory, industrial, packaging, logistics and food retailing applications. The Company also manufactures several related analytical instruments and provides automated chemistry solutions used in drug and chemical compound discovery and development. In addition, the Company manufactures metal detection and other end-of-line inspection systems used in production and packaging and provides solutions for use in certain process analytics applications. The Company’s primary manufacturing facilities are located in China, Germany, Switzerland, the United Kingdom and the United States. The Company’s principal executive offices are located in Greifensee, Switzerland and Columbus, Ohio.

     The accompanying interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include all entities in which the Company has control, which are its majority owned subsidiaries. The interim consolidated financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The interim consolidated financial statements as of June 30, 2009 and for the three and six month periods ended June 30, 2009 and 2008 should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

     The accompanying interim consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results of the interim periods presented. Operating results for the three and six months ended June 30, 2009 are not necessarily indicative of the results to be expected for the full year ending December 31, 2009.

     The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates. A discussion of the Company’s critical accounting policies is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

     All intercompany transactions and balances have been eliminated.

     Certain reclassifications have been made to prior year amounts to conform to the current year presentation.

METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2009 — Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Trade Accounts Receivable

     Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts represents the Company’s best estimate of probable credit losses in its existing trade accounts receivable. The Company determines the allowance based upon a review of both specific accounts for collection and the age of the accounts receivable portfolio.

Inventories

     Inventories are valued at the lower of cost or net realizable value. Cost, which includes direct materials, labor and overhead, is generally determined using the first in, first out (FIFO) method. The estimated net realizable value is based on assumptions for future demand and related pricing. Adjustments to the cost basis of inventory are made for excess and obsolete items based on usage, orders and technological obsolescence. If actual market conditions are less favorable than those projected by management, reductions in the value of inventory may be required.

     Inventory consisted of the following:

		June 30,				December 31,
		2009				2008
Raw materials and parts		$	73,339			$	77,282
Work-in-progress			26,489				32,403
Finished goods			58,021				60,928
		$	157,849			$	170,613

Other Intangible Assets

     Other intangible assets include indefinite-lived assets and assets subject to amortization. Where applicable, amortization is charged on a straight-line basis over the expected period to be benefited. The straight-line method of amortization reflects an appropriate allocation of the cost of the intangible assets to earnings in proportion to the amount of economic benefits obtained by the Company in each reporting period. The Company assesses the initial acquisition of intangible assets in accordance with SFAS No. 141(R) “Business Combinations” and the continued accounting for previously recognized intangible assets and goodwill in accordance with SFAS No. 142 “Goodwill and Other Intangible Assets” and SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets.”

METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2009 — Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

     Other intangible assets consisted of the following:

		June 30, 2009								December 31, 2008
		Gross				Accumulated				Gross				Accumulated
		Amount				Amortization				Amount				Amortization
Customer relationships		$	73,840			$	(14,489	)		$	73,772			$	(13,476	)
Proven technology and patents			33,789				(21,590	)			32,989				(20,452	)
Tradename (finite life)			1,876				(841	)			1,803				(775	)
Tradename (indefinite life)			22,434				—				22,434				—
		$	131,939			$	(36,920	)		$	130,998			$	(34,703	)

     The annual aggregate amortization expense based on the current balance of other intangible assets is estimated at $4.7 million for 2009, $4.8 million for 2010, $4.5 million for 2011, $4.2 million for 2012 and $2.8 million for 2013. The Company recognized amortization expense associated with the above intangible assets of $2.3 million and $2.4 million for the six months ended June 30, 2009 and 2008, respectively.

     In addition to the above amortization, the Company recorded amortization expense associated with capitalized software of $3.2 million and $2.7 million for the six months ended June 30, 2009 and 2008, respectively.

Revenue Recognition

     Revenue is recognized when title to a product has transferred and any significant customer obligations have been fulfilled. Standard shipping terms are generally FOB shipping point in most countries and, accordingly, title transfers upon shipment. In countries where title cannot legally transfer before delivery, the Company defers revenue recognition until delivery has occurred. Other than a few small software applications, the Company does not sell software products without the related hardware instrument as the software is embedded in the instrument. The Company’s products typically require no significant production, modification or customization of the hardware or software that is essential to the functionality of the products. To the extent the Company’s solutions have a post-shipment obligation, such as customer acceptance, revenue is deferred until the obligation has been completed. In addition, the Company defers revenue where installation is required, unless such installation is deemed perfunctory. The Company generally maintains the right to accept or reject a product return in its terms and conditions and also maintains appropriate accruals for outstanding credits. Further, certain products are also sold through indirect distribution channels whereby the distributor assumes any further obligations to the customer upon title transfer. Revenue is recognized on these products upon title transfer and risk of loss to our distributors. Distributor discounts are offset against revenue at the time such revenue is recognized. Shipping and handling costs charged to customers are included in total net sales and the associated expense is recorded in cost of sales for all periods presented.

     Service revenue not under contract is recognized upon the completion of the service performed. Spare parts sold on a stand-alone basis are recognized upon title transfer which is generally at the time of shipment. Revenues from service contracts are recognized ratably over the contract period. These contracts represent an obligation to perform repair and other services

METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2009 — Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

including regulatory compliance qualification, calibration, certification and preventative maintenance on a customer’s pre-defined equipment over the contract period. Service contracts are separately priced and payment is typically received from the customer at the beginning of the contract period.

Warranty

     The Company generally offers one-year warranties on most of its products. Product warranties are recorded at the time revenue is recognized. While the Company engages in extensive product quality programs and processes, its warranty obligation is affected by product failure rates, material usage and service costs incurred in correcting a product failure.

     The Company’s accrual for product warranties is included in accrued and other liabilities in the consolidated balance sheets. Changes to the Company’s accrual for product warranties are as follows:

		June 30,				June 30,
		2009				2008
Balance at beginning of period		$	12,822			$	12,949
Accruals for warranties			8,888				8,233
Foreign currency translation			6				769
Payments / utilizations			(8,053	)			(8,490	)
Balance at end of period		$	13,663			$	13,461

Employee Termination Benefits

     In situations where contractual termination benefits exist, the Company records accruals for employee termination benefits when it is probable that a liability has been incurred and the amount of the liability is reasonably estimable. All other employee termination arrangements are recognized and measured at their fair value at the communication date unless the employee is required to render additional service beyond the legal notification period, in which case the liability is recognized ratably over the future service period.

Share-Based Compensation

     The Company records share-based compensation pursuant to SFAS No. 123R and Staff Accounting Bulletin (“SAB”) No. 107, “Share-Based Payments”. The Company recognizes share-based compensation expense within selling, general and administrative in the consolidated statement of operations with a corresponding offset to additional paid-in capital in the consolidated balance sheet. The Company recorded $2.6 million and $5.5 million of share-based compensation expense for the three and six months ended June 30, 2009, respectively, compared to $2.6 million and $5.1 million for the corresponding periods in 2008.

METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2009 — Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

     During the first quarter 2008, the Company granted 213,850 performance based options, with a grant-date fair value of $32.20. Compensation expense is recognized over the five year vesting provisions based upon the probability of the performance condition being met.

Research and Development

     Research and development costs primarily consist of salaries, consulting and other costs. The Company expenses these costs as incurred.

Subsequent Events

     In accordance with SFAS No.165, “Subsequent Events” (“SFAS 165”), the Company evaluated subsequent events for recognition and disclosure through July 23, 2009. The evaluation resulted in no impact to the interim consolidated financial statements.

3. FINANCIAL INSTRUMENTS

     On January 1, 2009, the Company adopted SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”), an amendment of SFAS No. 133, which requires enhanced disclosure of a Company’s objectives and strategies for using derivative instruments and the impact of those derivative instruments on a Company’s operations, financial position and cash flows. The Company has limited involvement with derivative financial instruments and does not use them for trading purposes. As more fully described below, the Company enters into certain interest rate swap agreements in order to manage its exposure to changes in interest rates. The Company also enters into certain foreign currency forward contracts to limit the Company’s exposure to currency fluctuations on the respective hedged items. For a discussion on the fair value of financial instruments, see Note 4 to the interim consolidated financial statements.

     Cash Flow Hedges

     The Company has two interest rate swap agreements, designated as cash flow hedges. The first agreement changes the floating rate interest payments associated with $150 million outstanding under the Company’s credit facility to a fixed obligation. The second agreement, entered into in April 2009, is a forward-starting swap which changes the floating rate interest payments associated with $200 million in forecasted borrowings under the Company’s credit facility to a fixed obligation. Additionally, in March 2009, the Company entered into a foreign currency forward contract (with a notional amount of $25.3 million), designated as a cash flow hedge, to hedge forecasted intercompany sales denominated in U.S. dollars with its foreign businesses. The Company records the effective portion of the cash flow derivative hedging gains and losses in accumulated other comprehensive (loss) income, net of tax and reclassifies these amounts into earnings in the period in which the transaction affects earnings. Gains or losses on the derivatives representing hedge ineffectiveness, if any, are recognized in current earnings. Through June 30, 2009, no hedge ineffectiveness has occurred in relation to these cash flow hedges.

METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2009 — Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

     The fair value of these derivative instruments as of June 30, 2009 is as follows:

		Balance Sheet
		Location		Fair Value
Derivatives designated as hedging instruments:
Cash flow hedges:
Interest rate swap agreement		Other non-current liabilities		$	3,586
Interest rate forward-starting swap agreement		Other non-current assets		$	5,487
Foreign currency forward contract		Other non-current assets		$	3,437

     The effects of these derivative instruments on the consolidated statement of operations before taxes for the three and six month periods ending June 30, 2009 is as follows:

Location of

Three-month period ended June 30, 2009

Six-month period ended June 30, 2009

Derivative

Gain/(Loss)

Gain/(Loss)

Gain/(Loss)

Derivative

Reclassified from

Derivative

Reclassified from

Recognized in

Gain/(Loss)

AOCI into Earnings

Gain/(Loss)

AOCI into Earnings

Earnings

Recognized in OCI

(Effective Portion)

Recognized in OCI

(Effective Portion)

Derivatives designated as hedging instruments:

Cash flow hedges:

Interest rate swaps

Interest expense

$6,074

($831)

$6,154

($1,664)

Foreign currency forward contract

Net sales

$2,743

$327

$3,437

$327

     A net after tax derivative charge of $0.2 million based upon interest rates and foreign currency exchange rates at June 30, 2009 is expected to be recognized in earnings in the next twelve months.

     Fair Value Hedges and Other Derivatives

     The Company has a $30 million interest rate swap agreement, designated as a fair value hedge, in connection with its 4.85% $75 million seven-year Senior Notes. Under the swap the Company will receive a fixed rate of 4.85% (i.e. the same rate as the 4.85% Senior Notes) and will pay interest at a rate of LIBOR plus 0.22%. The Company records the gain or loss on the derivative as well as the offsetting gain or loss on the hedged item in earnings under interest expense.

     The Company enters into foreign currency forward contracts in order to economically hedge short-term intercompany balances largely denominated in Swiss franc and other major European currencies with its foreign businesses. In accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”), these contracts are considered “derivatives not designated as hedging instruments” and are categorized as “other derivatives” in the table below. Gains or losses on these instruments are reported in current earnings. At June 30, 2009, these contracts had a notional value of $90.3 million.

METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2009 — Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

     The fair value of these derivative instruments and their effects on the consolidated balance sheet and consolidated statement of operations before taxes as of and for the three and six month periods ending June 30, 2009 are as follows:

Derivative

Location of

Gain/(Loss)

Derivative

Recognized in

Derivative Gain/(Loss)

Gain/(Loss)

Earnings for the

Recognized in Earnings

Balance Sheet

Recognized in

three-months ended

for the six-months ended

Location

Fair Value

Earnings

June 30

June 30

Derivatives designated as hedging instruments:

Fair value hedges:

Interest rate swap agreement

Other non-current assets

$1,116

Interest expense

($273

)

($411

)

Derivatives not designated as hedging instruments:

Other derivatives:

Foreign currency forward contracts — liabilities

Accrued and other liabilities

$507

Foreign currency forward contracts — assets

Other current assets

$552

Other charges (income), net

$

1,359

($432

)

4. FAIR VALUE MEASUREMENTS

     On January 1, 2008, the Company adopted the provisions of SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), except as it relates to nonfinancial assets, including goodwill, other intangible assets, long-lived assets (for purposes of impairment analysis) and asset retirement obligations which, pursuant to FSP 157-2, were adopted on January 1, 2009. The Company adopted FSP FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments”, (“FAS 107-1”) in the second quarter of 2009.

     SFAS 157 clarifies how companies are required to use a fair value measure for recognition and disclosure by establishing a common definition of fair value, a framework for measuring fair value and expanding disclosures about fair value measurements. FAS 107-1 requires certain interim disclosures of the fair value of all financial instruments for which it is practicable to estimate that value, whether or not recognized in the balance sheet. The adoption of SFAS 157 and FAS 107-1 did not have a material impact on the Company’s consolidated results of operations or financial position.

     At June 30, 2009 and December 31, 2008, the Company had derivative assets totaling $10.6 million and $3.4 million, respectively and derivative liabilities totaling $4.1 million and $6.2 million, respectively. The fair values of the interest rate swap agreements and foreign currency forward contracts that economically hedge short-term intercompany balances are estimated based upon inputs from current valuation information obtained from dealer quotes and priced with observable market assumptions and appropriate valuation adjustments for credit risk. The Company has evaluated the valuation methodologies used to develop the fair values by dealers in order to determine whether such valuations are representative of an exit price in the Company’s principal market. In addition, the Company uses an internally developed model to perform testing on the

METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2009 — Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

valuations received from brokers. The fair value of the foreign currency forward contract hedging forecasted intercompany sales is priced with observable market assumptions with appropriate valuations for credit risk. The Company has also considered both its own credit risk and counterparty credit risk in determining fair value and determined these adjustments were insignificant for the three and six month periods ended June 30, 2009 and the twelve month period ended December 31, 2008.

     At June 30, 2009 and December 31, 2008, the Company had $9.1 million and $12.3 million of cash equivalents, respectively, the fair value of which is determined through corroborated prices in active markets. The fair value of cash equivalents approximates cost.

     The difference between the fair value and carrying value of the Company’s long-term debt is not material.

     SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement consists of observable and unobservable inputs that reflect the assumptions that a market participant would use in pricing an asset or liability.

     SFAS 157 establishes a fair value hierarchy that categorizes these inputs into three levels:

Level 1: Quoted prices in active markets for identical assets and liabilities

Level 2: Observable inputs other than quoted prices in active markets for identical assets and liabilities

Level 3: Unobservable inputs

     The following table presents for each of these hierarchy levels, the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2009 and December 31, 2008:

		June 30, 2009																December 31, 2008
		Total				Level 1				Level 2				Level 3				Total				Level 1				Level 2				Level 3
Assets:
Foreign currency forward contracts		$	3,989			$	—			$	3,989			$	—			$	1,922			$	—			$	1,922			$	—
Interest rate swap agreements			6,603				—				6,603				—				1,527				—				1,527				—
Cash equivalents			9,052				—				9,052				—				12,251				—				12,251				—
Total		$	19,644			$	—			$	19,644			$	—			$	15,700			$	—			$	15,700			$	—
Liabilities:
Foreign currency forward contracts		$	507			$	—			$	507			$	—			$	1,926			$	—			$	1,926			$	—
Interest rate swap agreement			3,586				—				3,586				—				4,253				—				4,253				—
Total		$	4,093			$	—			$	4,093			$	—			$	6,179			$	—			$	6,179			$	—

METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2009 — Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

5. INCOME TAXES

     The provision for taxes is based upon the Company’s projected annual effective rate of 27% for the three and six month periods ended June 30, 2009.

     During the first quarter of 2009, the Company recorded a discrete tax benefit of $8.3 million, primarily related to the favorable resolution of certain prior year tax matters. The impact of this item decreased the effective tax rate to 16% for the six month period ended June 30, 2009.

     During the first quarter of 2008, the Company recorded a discrete tax benefit of $2.5 million related to favorable withholding tax law changes in China. The net impact of this item decreased the effective tax rate to 24% for the six month period ended June 30, 2008.

6. DEBT

     Our short-term borrowings and long-term debt consisted of the following at June 30, 2009:

		June 30, 2009
						Other principal
						trading
		U.S. dollar				currencies				Total
4.85% $75m senior notes (net of unamortized discount)		$	76,238			$	—			$	76,238
6.30% $100m senior notes			100,000				—				100,000
Credit facility			205,324				4,908				210,232
Other local arrangements (long-term)			—				11,994				11,994
Total long-term debt			381,562				16,902				398,464
Other local arrangements (short-term)			—				6,006				6,006
Total debt		$	381,562			$	22,908			$	404,470

     As of June 30, 2009, approximately $734.4 million was available under the credit facility.

     Tender Offer

     On May 6, 2009, the Company commenced a cash tender offer to purchase any and all of its outstanding 4.85% Senior Notes (“4.85% Senior Notes”) due November 15, 2010. The tender offer, which expired May 12, 2009, resulted in the repurchase of $75 million of the principal balance of the 4.85% Senior Notes. In connection with the tender, the Company recorded a charge of $1.5 million which included a premium of $0.9 million, unamortized discount and debt issuance fees of $0.2 million and certain third party costs of $0.4 million. The loss was recorded in interest expense in the consolidated statement of operations.

     Issuance of 6.30% Senior Notes

     On June 25, 2009, the Company issued and sold, in a private placement, $100 million aggregate principal amount of its 6.30% Series 2009-A Senior Notes due June 25, 2015 (“6.30% Senior Notes”) under a Note Purchase Agreement among the Company and the accredited

METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2009 — Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

institutional investors named therein (the “Agreement”). The 6.30% Senior Notes are senior unsecured obligations of the Company.

     The 6.30% Senior Notes bear interest at a fixed rate of 6.30% and mature on June 25, 2015. Interest is payable semi-annually in June and December. The Company may at any time prepay the 6.30% Senior Notes, in whole or in part, at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest, plus a “make-whole” prepayment premium. In the event of a change in control (as defined in the Agreement) of the Company, the Company may be required to offer to prepay the 6.30% Senior Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest.

     The agreement contains customary affirmative and negative covenants for agreements of this type including, among others, limitations on the Company and its subsidiaries with respect to incurrence of liens and priority indebtedness, disposition of assets, mergers, and transactions with affiliates. The agreement also requires the Company to maintain a consolidated interest coverage ratio of more than 3.5 to 1.0 and a consolidated leverage ratio of less than 3.5 to 1.0. The agreement contains customary events of default with customary grace periods, as applicable.

     Under the terms of the offering, the Company may sell additional Senior Notes at its discretion in an aggregate amount not to exceed $600 million. Such additional Senior Notes would rank equally with the Company’s unsecured indebtedness.

     Issuance costs approximating $0.6 million will be amortized to interest expense over the six-year term of the 6.30% Senior Notes.

7. SHARE REPURCHASE PROGRAM AND TREASURY STOCK

     The Company has a share repurchase program. Under the program, the Company has been authorized to buy back up to $1.5 billion of equity shares. As of June 30, 2009, there were $416.6 million of remaining equity shares authorized to be repurchased under the plan by December 31, 2010. The share repurchases are expected to be funded from cash balances, borrowings and cash generated from operating activities. Repurchases will be made through open market transactions, and the timing will depend on the level of acquisition activity, business and market conditions, the stock price, trading restrictions and other factors. The Company has purchased 15.2 million shares since the inception of the program through June 30, 2009.

     During the fourth quarter 2008, the Company suspended the share repurchase program and as a result, the Company did not repurchase any shares during the six month period ended June 30, 2009. During the six months ended June 30, 2008, the Company spent $153.9 million (of which $2.9 million was unsettled at June 30, 2008) on the repurchase of 1,539,588 shares at an average price of $99.94. In addition, $5.2 million was cash settled during the six month period ended June 30, 2008 related to the settlement of a liability for shares repurchased as of December 31, 2007. The Company reissued 105,378 shares and 65,760 shares held in treasury for the exercise of stock options and restricted stock units during the six months ended June 30, 2009 and 2008, respectively.

METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2009 — Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

     The Company also reissued 6,467 shares and 16,760 shares held in treasury during the six months ended June 30, 2009 and 2008, respectively, pursuant to its 2007 Share Plan which extends certain eligible employees the option to receive a percentage of their annual bonus in shares of the Company’s stock.

8. EARNINGS PER COMMON SHARE

     In accordance with the treasury stock method, the Company has included the following common equivalent shares in the calculation of diluted weighted average number of common shares outstanding for the three and six month periods ended June 30, solely relating to outstanding stock options and restricted stock units:

		2009				2008
Three months ended			502,416				849,368
Six months ended			433,724				853,633

     Outstanding options and restricted stock units to purchase 1,146,315 and 452,090 shares of common stock for the three month periods ended June 30, 2009 and 2008, respectively, and options and restricted stock units to purchase 1,269,456 and 451,120 shares of common stock for the six month periods ended June 30, 2009 and 2008, respectively, have been excluded from the calculation of diluted weighted average number of common and common equivalent shares as such options and restricted stock units would be anti-dilutive.

9. NET PERIODIC BENEFIT COST

     Net periodic pension cost for the Company's defined benefit pension plans and U.S. post-retirement medical plan includes the following components for the three months ended June 30:

																		Other U.S.
		U.S. Pension Benefits								Non-U.S. Pension Benefits								Post-retirement Benefits
		2009				2008				2009				2008				2009				2008
Service cost, net		$	46			$	183			$	3,980			$	4,446			$	95			$	109
Interest cost on projected benefit obligations			1,696				1,634				5,301				6,242				280				323
Expected return on plan assets			(1,710	)			(2,233	)			(6,612	)			(8,437	)			—				—
Net amortization and deferral			—				—				(242	)			—				(239	)			(239	)
Recognition of actuarial losses (gains)			1,165				198				170				80				(82	)			—
Recognition of settlement/curtailment losses, net			—				—				101				—				—				—
Net periodic pension cost (benefit)		$	1,197			$	(218	)		$	2,698			$	2,331			$	54			$	193

METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2009 — Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

     Net periodic pension cost for the Company’s defined benefit pension plans and U.S. post-retirement medical plan includes the following components for the six months ended June 30:

																		Other U.S.
		U.S. Pension Benefits								Non-U.S. Pension Benefits								Post-retirement Benefits
		2009				2008				2009				2008				2009				2008
Service cost, net		$	92			$	366			$	7,837			$	8,709			$	190			$	218
Interest cost on projected benefit obligations			3,392				3,268				10,419				12,266				560				646
Expected return on plan assets			(3,420	)			(4,466	)			(12,957	)			(16,588	)			—				—
Net amortization and deferral			—				—				(479	)			—				(478	)			(478	)
Recognition of actuarial losses (gains)			2,330				396				360				161				(164	)			—
Recognition of settlement/curtailment losses, net			—				—				101				—				—				—
Net periodic pension cost (benefit)		$	2,394			$	(436	)		$	5,281			$	4,548			$	108			$	386

     As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, the Company expects to make employer contributions of approximately $18.0 million to its non-U.S. pension plans and $2.0 million to its U.S. post-retirement medical plan during the year ended December 31, 2009. These estimates may change based upon several factors, including fluctuations in currency exchange rates, actual returns on plan assets and changes in legal requirements.

10. OTHER CHARGES (INCOME), NET

     Other charges (income), net consists primarily of restructuring charges, interest income, (gains) losses from foreign currency transactions and other items.

     During the fourth quarter of 2008, the Company initiated a global cost reduction program. During the first quarter of 2009, the Company revised the program to include further cost reductions. Charges under the program primarily comprise severance costs and are expected to be approximately $40 million. Through June 30, 2009 total charges recognized were $28.7 million, of which $8.4 million and $13.9 million was recognized during the first and second quarters of 2009, respectively, the remainder of which was recognized in the fourth quarter of 2008. Under the program, the Company’s workforce (including employees and temporary personnel) will be reduced by approximately 1,000. The program is expected to be substantially completed by the end of 2009. As a result of the reduction in workforce, the Company anticipates personnel costs will be reduced by approximately $65 million on an annual basis.

METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2009 — Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

     A rollforward for the Company’s accrual for restructuring activities for the six months ended June 30, 2009 is as follows:

		Employee				Lease
		Related				Termination				Other				Total
Balance at December 31, 2008		$	5,991			$	—			$	—			$	5,991
Restructuring charges			19,464				2,488				382				22,334
Non-cash restructuring charges			—				—				(149	)			(149	)
Cash payments			(12,293	)			(1,791	)			(228	)			(14,312	)
Impact of foreign currency			492				—				—				492
Balance at June 30, 2009		$	13,654			$	697			$	5			$	14,356

11. SEGMENT REPORTING

     As disclosed in Note 16 to the Company’s consolidated financial statements for the year ending December 31, 2008, the Company has determined there are five reportable segments: U.S. Operations, Swiss Operations, Western European Operations, Chinese Operations and Other.

     The Company evaluates segment performance based on Segment Profit (gross profit less research and development, selling, general and administrative expenses, before amortization, interest expense and other charges (income), net and taxes). The following tables show the operations of the Company’s operating segments:

		Net Sales to				Net Sales to
For the three months ended		External				Other				Total Net				Segment
June 30, 2009		Customers				Segments				Sales				Profit				Goodwill
U.S. Operations		$	135,799			$	10,245			$	146,044			$	25,475			$	309,071
Swiss Operations			23,878				65,516				89,394				18,620				17,860
Western European Operations			132,854				16,476				149,330				13,274				90,449
Chinese Operations			55,438				15,857				71,295				15,189				648
Other (a)			59,473				607				60,080				3,733				12,201
Eliminations and Corporate (b)			—				(108,701	)			(108,701	)			(14,620	)			—
Total		$	407,442			$	—			$	407,442			$	61,671			$	430,229

		Net Sales to				Net Sales to
For the six months ended		External				Other				Total Net				Segment
June 30, 2009		Customers				Segments				Sales				Profit
U.S. Operations		$	259,186			$	21,065			$	280,251			$	45,198
Swiss Operations			46,689				125,735				172,424				31,579
Western European Operations			260,491				33,107				293,598				25,891
Chinese Operations			99,829				30,599				130,428				25,444
Other (a)			115,326				1,133				116,459				6,937
Eliminations and Corporate (b)			—				(211,639	)			(211,639	)			(21,061	)
Total		$	781,521			$	—			$	781,521			$	113,988

METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2009 — Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

		Net Sales to				Net Sales to
For the three months ended		External				Other				Total Net				Segment
June 30, 2008		Customers				Segments				Sales				Profit				Goodwill
U.S. Operations		$	162,769			$	15,603			$	178,372			$	30,946			$	309,441
Swiss Operations			31,799				85,245				117,044				19,677				17,978
Western European Operations			183,510				22,387				205,897				18,465				105,085
Chinese Operations			57,616				24,961				82,577				15,538				644
Other (a)			79,911				1,182				81,093				6,729				12,591
Eliminations and Corporate (b)			—				(149,378	)			(149,378	)			(16,145	)			—
Total		$	515,605			$	—			$	515,605			$	75,210			$	445,739

		Net Sales to				Net Sales to
For the six months ended		External				Other				Total Net				Segment
June 30, 2008		Customers				Segments				Sales				Profit
U.S. Operations		$	302,381			$	27,911			$	330,292			$	51,370
Swiss Operations			63,020				162,817				225,837				40,762
Western European Operations			340,967				42,777				383,744				30,351
Chinese Operations			99,721				47,133				146,854				28,479
Other (a)			148,471				2,007				150,478				11,238
Eliminations and Corporate (b)			—				(282,645	)			(282,645	)			(28,694	)
Total		$	954,560			$	—			$	954,560			$	133,506

     A reconciliation of earnings before taxes to segment profit for the three and six month periods ended June 30 follows:

		Three Months Ended								Six Months Ended
		2009				2008				2009				2008
Earnings before taxes		$	37,987			$	66,015			$	73,020			$	114,382
Amortization			2,814				2,667				5,497				5,072
Interest expense			6,760				6,028				12,001				11,877
Other charges (income), net			14,110				500				23,470				2,175
Segment profit		$	61,671			$	75,210			$	113,988			$	133,506

     Included in other charges (income), net during the three months ended June 30, 2009, are $13.9 million of restructuring charges, of which $2.7 million, $0.9 million, $7.6 million, $0.3 million, $2.1 million and $0.3 million relate to the Company’s U.S., Swiss, Western European, Chinese, Other and Corporate operations, respectively. Other charges (income), net for the six month period ended June 30, 2009, included $22.3 million of restructuring charges, of which $5.9 million, $1.9 million, $11.0 million, $0.6 million, $2.3 million and $0.6 million relate to the Company’s U.S., Swiss, Western European, Chinese, Other and Corporate operations, respectively. The cumulative amount of restructuring charges recognized in other charges (income), net under the program totaled $28.7 as of June 30, 2009, of which $7.2 million, $2.2 million, $15.1 million, $0.7

METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2009 — Unaudited (Continued)
(In thousands, except share data, unless otherwise stated)

million, $2.8 million and $0.7 million relate to the Company’s U.S., Swiss, Western European, Chinese, Other and Corporate operations, respectively.

12. CONTINGENCIES

     The Company is party to various legal proceedings, including certain environmental matters, incidental to the normal course of business. Management does not expect that any of such proceedings will have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Unaudited Interim Consolidated Financial Statements included herein.

General

     Our interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a basis which reflects the interim consolidated financial statements of Mettler-Toledo International Inc. Operating results for the three and six months ended June 30, 2009 are not necessarily indicative of the results to be expected for the full year ending December 31, 2009.

Results of Operations — Consolidated

     The following tables set forth certain items from our interim consolidated statements of operations for the three and six month periods ended June 30, 2009 and 2008 (amounts in thousands).

		Three months ended June 30,																Six months ended June 30,
		2009								2008								2009								2008
		(unaudited)				%				(unaudited)				%				(unaudited)				%				(unaudited)				%
Net sales		$	407,442				100.0			$	515,605				100.0			$	781,521				100.0			$	954,560				100.0
Cost of sales			201,208				49.4				256,594				49.8				387,365				49.6				474,397				49.7
Gross profit			206,234				50.6				259,011				50.2				394,156				50.4				480,163				50.3
Research and development			22,075				5.4				26,704				5.2				43,645				5.6				50,958				5.3
Selling, general and administrative			122,488				30.1				157,097				30.5				236,523				30.3				295,699				31.0
Amortization			2,814				0.7				2,667				0.5				5,497				0.7				5,072				0.5
Interest expense			6,760				1.6				6,028				1.1				12,001				1.4				11,877				1.3
Other charges (income), net (a)			14,110				3.5				500				0.1				23,470				3.0				2,175				0.2
Earnings before taxes			37,987				9.3				66,015				12.8				73,020				9.4				114,382				12.0
Provision for taxes (b)			10,256				2.5				17,164				3.3				11,410				1.5				27,252				2.9
Net earnings		$	27,731				6.8			$	48,851				9.5			$	61,610				7.9			$	87,130				9.1