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, 2004
METTLER-TOLEDO INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware File No. 001-13595 13-3668641
(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
Im Langacher, P.O. Box MT-100,
CH-8606, Greifensee, Switzerland
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: +41-1-944-2211
ITEM 9. REGULATION FD DISCLOSURE
The following information is furnished pursuant to Item 9, "Regulation FD
Disclosure" and Item 12, "Disclosure of 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, 2004, Mettler-Toledo International Inc. ("Mettler-Toledo")
issued a press release (the "Release") setting forth its financial results
for the year and three months ended December 31, 2003. A copy of the
Release is furnished hereto as Exhibit 99.1 to this report.
Mettler-Toledo evaluated its operating performance for the year and three
months ended December 31, 2003 based on several factors, including (i) net
earnings before restructuring charges, (ii) Adjusted Operating Income (both
before and including restructuring charges) and (iii) Free Cash Flow.
Net earnings before restructuring charges for the year ended December 31,
2003 represents Mettler-Toledo's net earnings before the impact of a
restructuring charge, recorded in the three months ended March 31, 2003,
related to the final union settlement on a manufacturing facility closure
in France. Net earnings before restructuring charges and one-time tax gain
in the year ended December 31, 2002 represents Mettler-Toledo's net
earnings before the impact of a restructuring charge, recorded in the three
months ended June 30, 2002, related to headcount reductions and
manufacturing transfers, and a one-time tax gain in respect of a tax
restructuring program and related tax audits. Mettler-Toledo provides
information on net earnings before restructuring charges and non-recurring
items because it believes the information provides important financial
information in measuring and comparing its operating performance on an
ongoing basis. Mettler-Toledo wanted investors to be aware of the effects
of restructuring charges and one-time tax gain on its operating results for
the years ended December 31, 2003 and 2002. Net earnings before
restructuring charges and one-time tax gain is not intended to represent
net earnings under U.S. GAAP and should not be considered as an alternative
to net earnings as an indicator of Mettler-Toledo's performance.
Mettler-Toledo defines Adjusted Operating Income as operating income (gross
profit less research and development, selling, general and administrative
expenses and restructuring charges) before amortization, interest expense
and non-recurring costs. Mettler-Toledo believes it is important to present
Adjusted Operating Income both before and including restructuring charges
so that investors are aware of the effects of restructuring charges on its
operating results for the years ended December 31, 2003 and 2002. As
discussed in Mettler-Toledo's Annual Report on Form 10-K for the year ended
December 31, 2002, Mettler-Toledo provides information on Adjusted
Operating Income because Mettler-Toledo believes that Adjusted Operating
Income provides important financial information in measuring and comparing
its operating performance on an ongoing basis, and as such is used as an
important performance measurement by management. In Mettler-Toledo's Annual
Report on Form 10-K, it measured the operating performance of its segments
using Adjusted Operating Income. 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.
Mettler-Toledo defines Free Cash Flow as net cash provided by operating
activities less capital expenditures before restructuring and acquisition
payments. Mettler-Toledo considers Free Cash Flow an important indicator of
the operational strength and performance of its businesses. Free Cash Flow
is not intended to represent the various cash flow measures recorded under
U.S. GAAP (e.g., net cash provided by operating activities) and should not
be considered as an alternative to such measures as an indicator of
Mettler-Toledo's performance.
Mettler-Toledo believes each of these financial measures provides useful
additional information to supplement the information provided under U.S.
GAAP. Mettler-Toledo warns investors not to place undue reliance on any of
these financial measures, and they should not be considered as a
replacement of earnings before taxes, net earnings or net cash provided by
operating activities determined under U.S. GAAP as a measure of its
operating performance.
The Release provides a reconciliation of all of the above financial
measures to the most comparable financial measures recorded under U.S.
GAAP.
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release, dated February 5, 2004, issued by Mettler-Toledo
International Inc.
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, 2004 By: /s/ Dennis W. Braun
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Dennis W. Braun
Chief Financial Officer