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Commission File Number 1-13595

Mettler-Toledo International Inc.

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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

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+41-44-944-22-11

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not applicable

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(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       X          No     ____

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check One): Large accelerated filer   X    Accelerated filer ____  Non-accelerated filer ____

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exhange Act). Yes____  No   X    

The Registrant had 40,767,249 shares of Common Stock outstanding at March 31, 2006.

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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 March 31, 2006 and 2005	3
	Interim Consolidated Balance Sheets as of March 31, 2006 and December 31, 2005	4
	Interim Consolidated Statements of Shareholders' Equity and Comprehensive Income (Loss) for the three months ended March 31, 2006 and 2005	5
	Interim Consolidated Statements of Cash Flows for the three months ended March 31, 2006 and 2005	6
	Notes to the Interim Consolidated Financial Statements at March 31, 2006	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26
	PART II.  OTHER INFORMATION
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults upon Senior Securities	27
Item 4.	Submission of Matters to a Vote of Security Holders	28
Item 5.	Other Information	28
Item 6.	Exhibits	28
SIGNATURE		29

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PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements 

METTLER-TOLEDO INTERNATIONAL INC.
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended March 31, 2006 and 2005
(In thousands, except share data)
(unaudited)

 

						March 31,				March 31,
						2006				2005
Net sales
	Products					$	261,713			$	255,360
	Service						84,447				81,800
Total net sales							346,160				337,160
Cost of sales
	Products						121,838				119,924
	Service						53,982				54,441
Gross profit							170,340				162,795
Research and development							19,939				20,802
Selling, general and administrative							112,131				106,317
Amortization							2,855				2,808
Interest expense							4,076				3,516
Other income, net							(2,538)				(336)
	Earnings before taxes						33,877				29,688
Provision for taxes							10,162				8,907
	Net earnings					$	23,715			$	20,781
Basic earnings per common share:
	Net earnings						$0.58				$0.48
	Weighted average number of common shares						41,050,849				43,139,233
Diluted earnings per common share:
	Net earnings						$0.57				$0.47
	Weighted average number of common and common equivalent shares						41,774,068				44,388,971

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

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						March 31,				December 31,
						2006				2005
				ASSETS
Current assets:
	Cash and cash equivalents					$	263,397			$	324,578
	Trade accounts receivable, less allowances of $7,417 at March 31, 2006 and $7,897 at December 31, 2005						249,628				271,915
	Inventory						156,472				150,201
	Current deferred tax assets, net						31,644				30,210
	Other current assets and prepaid expenses						28,755				23,755
			Total current assets				729,896				800,659
Property, plant and equipment, net							215,076				218,519
Goodwill							423,734				423,048
Other intangible assets, net							105,253				105,161
Non-current deferred tax assets, net							73,835				73,042
Other non-current assets							50,263				49,344
			Total assets			$	1,598,057			$	1,669,773
		LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Trade accounts payable					$	73,933			$	88,553
	Accrued and other liabilities						62,101				68,277
	Accrued compensation and related items						68,598				91,409
	Deferred revenue and customer prepayments						50,601				34,803
	Taxes payable						53,380				59,015
	Current deferred tax liabilities						5,119				5,054
	Short-term borrowings						8,363				6,345
			Total current liabilities				322,095				353,456
Long-term debt							425,133				443,795
Non-current deferred tax liabilities							78,716				78,360
Other non-current liabilities							137,363				135,160
			Total liabilities				963,307				1,010,771
Commitments and contingencies (Note 10)
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 40,767,249 and 41,404,071 shares
			at March 31, 2006 and December 31, 2005, respectively				474				469
	Additional paid-in capital						449,140				457,108
	Treasury stock at cost (4,018,762 shares at March 31, 2006 and 3,381,940 shares at December 31, 2005)						(211,917)				(170,325)
	Retained earnings						440,790				417,075
	Accumulated other comprehensive income (loss)						(43,737)				(45,325)
			Total shareholders' equity				634,750				659,002
			Total liabilities and shareholders' equity			$	1,598,057			$	1,669,773

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

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																										Accumulated
						Common Stock								Additional												Other
														Paid-in				Treasury				Retained				Comprehensive
						Shares				Amount				Capital				Stock				Earnings				Income (Loss)				Total
	Balance at December 31, 2005						41,404,071			$	469			$	457,108			$	(170,325)			$	417,075			$	(45,325)			$	659,002
	Exercise of stock options						516,778				5				(16,618)				26,354				-				-				9,741
	Repurchases of common stock						(1,153,600)				-				-				(67,946)				-				-				(67,946)
	Tax benefit resulting from exercise of
		certain employee stock options					-				-				6,491				-				-				-				6,491
	Share-based compensation						-				-				2,159				-				-				-				2,159
	Comprehensive income:
		Net earnings					-				-				-				-				23,715				-				23,715
		Change in currency translation adjustment					-				-				-				-				-				1,588				1,588
	Comprehensive income						-				-				-				-				-				-				25,303
	Balance at March 31, 2006						40,767,249			$	474			$	449,140			$	(211,917)			$	440,790			$	(43,737)			$	634,750
	Balance at December 31, 2004						43,366,139			$	456			$	476,696			$	(67,404)			$	308,173			$	2,965			$	720,886
	Exercise of stock options						60,825				1				(741)				2,714				-				-				1,974
	Repurchases of common stock						(528,000)				-				-				(26,962)				-				-				(26,962)
	Comprehensive income:
		Net earnings					-				-				-				-				20,781				-				20,781
		Change in currency translation adjustment					-				-				-				-				-				(17,006)				(17,006)
	Comprehensive income						-				-				-				-				-				-				3,775
	Balance at March 31, 2005						42,898,964			$	457			$	475,955			$	(91,652)			$	328,954			$	(14,041)			$	699,673

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

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METTLER-TOLEDO INTERNATIONAL INC.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended March 31, 2006 and 2005
(In thousands)
(unaudited)

						March 31,				March 31,
						2006				2005
Cash flows from operating activities:
	Net earnings					$	23,715			$	20,781
	Adjustments to reconcile net earnings to net cash provided by operating activities:
		Depreciation					6,354				6,653
		Amortization					2,855				2,808
		Deferred taxes					(1,680)				(2,606)
		Excess tax benefits from share-based payment arrangements					(5,571)				-
		Other					998				1
	Increase (decrease) in cash resulting from changes in:
		Trade accounts receivable, net					24,680				3,542
		Inventory					(5,025)				(4,573)
		Other current assets					(4,931)				(5,125)
		Trade accounts payable					(11,225)				(15,336)
		Taxes payable					508				1,402
		Accruals and other					(11,545)				(859)
			Net cash provided by operating activities				19,133				6,688
Cash flows from investing activities:
	Proceeds from sale of property, plant and equipment						1,638				418
	Purchase of property, plant and equipment						(6,004)				(5,345)
	Acquisitions						(572)				(213)
			Net cash used in investing activities				(4,938)				(5,140)
Cash flows from financing activities:
	Proceeds from borrowings						7,696				34,255
	Repayments of borrowings						(26,784)				(8,431)
	Proceeds from exercise of stock options						9,741				1,974
	Repurchases of common stock						(72,103)				(28,353)
	Excess tax benefits from share-based payment arrangements						5,571				-
			Net cash used in financing activities				(75,879)				(555)
Effect of exchange rate changes on cash and cash equivalents							503				(389)
Net increase (decrease) in cash and cash equivalents							(61,181)				604
Cash and cash equivalents:
	Beginning of period						324,578				67,176
	End of period					$	263,397			$	67,780

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

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METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AT MARCH 31, 2006 - Unaudited
(In thousands except share data, unless otherwise stated)

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 generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The interim consolidated financial statements as of March 31, 2006 and for the three month periods ended March 31, 2006 and 2005 should be read in conjunction with the December 31, 2005 and 2004 consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2005.

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 months ended March 31, 2006 are not necessarily indicative of the results to be expected for the full year ending December 31, 2006.

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, 2005.

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

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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. Historically the Company has had minimal bad debts due to its customer base.

Inventory

Inventory is 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 our inventory are made for excess and obsolete items based on forecast 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:

		March 31, 2006				December 31, 2005
Raw materials and parts		$	77,938			$	80,201
Work in progress			20,970				19,777
Finished goods			57,564				50,223
		$	156,472			$	150,201

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 and the continued accounting for previously recognized intangible assets and goodwill in accordance with SFAS No. 142 "Goodwill and Other Intangible Assets."

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Other intangible assets consisted of the following:

		March 31,2006								December 31, 2005
		Gross Amount				Accumulated Amortization				Gross Amount				Accumulated Amortization
Customer relationships		$	73,321			$	(7,635)			$	72,339			$	(7,104)
Proven technology and patents			30,091				(13,923)				29,918				(13,402)
Tradename (finite life)			1,438				(473)				1,427				(451)
Tradename (indefinite life)			22,434				-				22,434				-
		$	127,284			$	(22,031)			$	126,118			$	(20,957)

The annual aggregate amortization expense based on the current balance of other intangible assets is estimated at $4.4 million for 2006 through 2008 and $4.3 million for 2009 and 2010. The Company had amortization expense associated with the above intangible assets of $1.2 million and $0.9 million for the three months ended March 31, 2006 and 2005, respectively.

In addition to the above amortization, the Company had amortization expense associated with capitalized software of $1.7 million and $1.9 million for the three months ended March 31, 2006 and 2005, respectively.

As of December 31, 2004, the Company's intangible assets included a $19.9 million indefinite life intangible asset relating to an intellectual property license. This license was previously subject to litigation with the grantor and on June 6, 2005 the Company was ordered to pay $0.6 million in damages and the respective intellectual property license was terminated.

Due to the cancellation of the license, the Company concluded that the intangible asset had no future benefit and during the second quarter of 2005 wrote-off the total value of the asset, $19.9 million ($12 million after tax).

During the third quarter of 2005, the Company appealed the trial court decision.

In April 2006, the Company reached a settlement on the appealed trial court decision and related litigation. The settlement did not have a material impact on the Company's consolidated financial condition, results of operations or cash flows.

Warranty

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

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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 for the three months ended March 31 are as follows:

		2006				2005
Balance at beginning of period		$	10,732			$	10,483
Accruals for warranties			3,037				2,691
Foreign currency translation			(94)				(303)
Payments / utilizations			(2,830)				(3,277)
Balance at end of period		$	10,845			$	9,594

Research and Development

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

New Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board ("FASB") issued FASB Statement No. 123R, "Share-Based Payment" ("SFAS 123R"). SFAS 123R replaces FASB Statement No. 123, "Accounting for Stock-Based Compensation", and supersedes Accounting Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to Employees." SFAS 123R requires public companies to recognize the cost of employee services received in exchange for an award (with limited exceptions) over the period during which an employee is required to provide service in exchange for the award. The Company adopted this statement on January 1, 2006. See Note 3 Share-Based Compensation.

3. SHARE-BASED COMPENSATION

The Company's 2004 equity incentive plan provides for the grant of options, restricted stock, restricted stock units and other equity-based awards. The exercise price of options granted shall not be less than the fair market value of the common stock on the date of grant. Options generally vest equally over a five-year period from the date of grant and have a maximum term of up to 10 years and six months. Restricted stock units vest equally over a five-year period from the date of grant.

On January 1, 2006, the Company adopted SFAS 123R applying the modified prospective method. SFAS 123R requires all share-based compensation arrangements granted to employees, including stock option grants, to be recognized in the consolidated statement of operations based on the grant date fair value of the award. Under the modified prospective method, the Company is required to record share-based compensation expense for all awards granted after the date of adoption and for the unvested portion of previously granted awards outstanding as of the date of adoption.

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Share-based compensation expense is recorded 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. Prior year periods have not been restated. The effect on net earnings and net earnings per share for the three months ended March 31, 2006 is as follows:

						Three months ended
						March 31, 2006
Share-based compensation by award type:
Stock options						$	1,971
Restricted stock units							188
Total share-based compensation							2,159
Tax effect on share-based compensation							739
Effect on net earnings						$	1,420
Effect on net earnings per share:
Basic						$	0.03
Diluted						$	0.03

The fair values of stock options granted were calculated using the Black-Scholes pricing model. The following table summarizes all stock option activity from December 31, 2005 through March 31, 2006:

						Number of options				Weighted Average Exercise Price				Weighted Average Remaining Contractual Life (in years) of Options Outstanding				Aggregate Intrinsic Value (in millions)
Outstanding at December 31, 2005							3,924,372			$	37.44
Granted							-				-
Exercised							(516,778)				18.85
Forfeited							(1,600)				36.03
Outstanding at March 31,2006							3,405,994			$	40.26				6.8			$	68.4
Options exercisable at March 31,2006							1,786,094			$	36.44				6.2			$	42.7

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The following table summarizes all restricted stock unit activity from December 31, 2005 through March 31, 2006:

						Number of				Aggregate Intrinsic
						Restricted Stock Units				Value (in millions)
Outsanding at December 31, 2005							74,600
Granted							-
Exercised							-
Forfeited							-
Outstanding at March 31, 2006							74,600			$	4.5
Units exercisable at March 31, 2006							-				-

As of March 31, 2006, the unrecorded deferred share-based compensation balance related to both stock options and restricted stock units was $22.2 million and will be recognized using a straight-line method over an estimated weighted average amortization period of 2.6 years.

Prior to January 1, 2006, the Company applied the intrinsic valuation methodology under Accounting Principles Board Opinion No. 25 and related interpretations in accounting for its share-based compensation plan.

Had compensation cost for the Company's share-based plan been determined based upon the fair value of such awards at the grant date, consistent with the methods of SFAS 123, "Accounting for Stock Based Compensation," the Company's net earnings and basic and diluted net earnings per common share for the three month periods ended March 31, 2005 would have been as follows:

						Three months
						March 31, 2005
Net earnings:
As reported						$	20,781
Compensation expense							(1,711)
Pro forma						$	19,070
Basic earnings per common share:
As reported						$	0.48
Compensation expense							(0.04)
Pro forma						$	0.44
Weighted average number of common shares							43,139,233
Diluted earnings per common share:
As reported						$	0.47
Compensation expense							(0.04)
Pro forma						$	0.43
Weighted average number of common shares							44,183,600

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4. TREASURY STOCK

The Company has a share repurchase program that was announced in February 2004 and updated in November 2004 and November 2005. Under the program, the Company has been authorized to buy back up to $100 million of equity shares over the two-year period ending December 31, 2005, an additional $200 million over the two-year period ending December 31, 2006 and an additional $200 million over the two-year period ending December 31, 2007. The share repurchases are expected to be funded from 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 6.6 million shares since the inception of the program through March 31, 2006.

The Company spent $67.9 million and $27.0 million on the repurchase of 1,153,600 shares and 528,000 shares at an average price of $58.87 and $51.03 during the three months ended March 31, 2006 and 2005, respectively, as well as an additional $4.2 million during the three month period ended March 31, 2006 relating to the settlement of the liability for shares repurchased as of December 31, 2005. As of March 31, 2006, there were $163.7 million of remaining equity shares authorized to be repurchased under the plan. The Company reissued 516,778 shares and 56,825 shares held in treasury for the exercise of stock options for the three months ended March 31, 2006 and 2005, respectively.

5. 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 month periods ended March 31, relating to outstanding stock options and restricted stock units.

		2006				2005
Three months ended			723,219				1,249,738

Outstanding options and restricted stock units to purchase 451,000 and 0 shares of common stock for the three month periods ended March 31, 2006 and 2005, respectively, have been excluded from the calculation of diluted weighted average number of common shares on the grounds that such options and restricted stock units would be anti-dilutive.

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6. NET PERIODIC BENEFIT COST

Net periodic 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 March 31:

		U.S. Pension Benefits								Non-U.S. Pension Benefits								Other U.S. Post-retirement benefits
		2006				2005				2006				2005				2006				2005
Service cost, net		$	165			$	159			$	3,380			$	3,715			$	63			$	53
Interest cost on projected benefit obligations			1,557				1,508				3,934				4,535				330				358
Expected return on plan assets			(2,012)				(1,903)				(5,719)				(5,718)				-				-
Net amortization and deferral			-				-				-				-				(239)				(240)
Recognition of actuarial losses (gains)			646				602				70				(116)				-				-
Net periodic pension cost		$	356			$	366			$	1,665			$	2,416			$	154			$	171

As previously disclosed in the Company's annual report on Form 10-K for the year ended December 31, 2005, the Company expects to make normal employer contributions of approximately $11 million to its non-U.S. pension plans and $2 million to its U.S. post-retirement medical plan during the year ended December 31, 2006.

7. OTHER INCOME, NET

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

8. SEGMENT REPORTING

As disclosed in Note 16 to the Company's consolidated financial statements for the year ending December 31, 2005, operating segments are the individual reporting units within the Company. These units are managed separately and it is at this level where the determination of resource allocation is made. The units have been aggregated based on operating segments in geographic regions that have similar economic characteristics and meet the aggregation criteria of SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information" ("SFAS 131"). 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 (excluding share-based compensation) before share-based compensation expense, amortization, interest expense and other charges).

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The following tables show the operations of the Company's operating segments:

						For the three months ended March 31, 2006				Net Sales to External Customers				Net Sales to Other Segments				Total Net Sales				Segment Profit				Goodwill
U.S. Operations										$	128,618			$	10,230			$	138,848			$	14,538			$	272,664
Swiss Operations											20,570				56,017				76,587				15,147				22,776
Western European Operations											119,716				16,787				136,503				8,958				108,745
Chinese Operations											24,665				16,592				41,257				9,539				1,843
Other (a)											52,591				91				52,682				3,716				17,706
Eliminations and Corporate (b)											-				(99,717)				(99,717)				(11,469)				-
Total										$	346,160			$	-			$	346,160			$	40,429			$	423,734

						For the three months ended March 31, 2005				Net Sales to External Customers				Net Sales to Other Segments				Total Net Sales				Segment Profit				Goodwill
U.S. Operations										$	126,215			$	10,311			$	136,526			$	12,862			$	272,572
Swiss Operations											20,637				59,870				80,507				15,584				24,133
Western European Operations											122,076				24,558				146,634				7,217				114,695
Chinese Operations											21,964				14,123				36,087				6,929				1,792
Other (a)											46,268				22				46,290				3,470				17,420
Eliminations and Corporate (b)											-				(108,884)				(108,884)				(10,387)				-
Total										$	337,160			$	-			$	337,160			$	35,675			$	430,612

(a)	Other includes reporting units that do not meet the quantitative thresholds of SFAS 131 and also do not meet the majority of the SFAS 131 aggregation criteria to be included in the Company's reportable operating segments.
(b)	Eliminations and Corporate includes the elimination of inter-segment transactions and certain corporate expenses, which are not included in the Company's operating segments.

A reconciliation of Adjusted Operating Income, or Segment Profit, to earnings before taxes for the three months ended March 31 follows:

		Three months ended
		March 31,				March 31,
		2006				2005
Adjusted operating income		$	40,429			$	35,676
Share-based compensation			2,159				-
Amortization			2,855				2,808
Interest expense			4,076				3,516
Other income, net			(2,538)				(336)
Earnings before taxes		$	33,877			$	29,688

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9. RELATED PARTY TRANSACTIONS

As part of the Rainin acquisition, the Company entered into an agreement to lease certain property from the former owner and current General Manager of Rainin. During the three months ended March 31, 2006 and 2005, the Company made lease payments in respect of this agreement of $0.6 million and $0.8 million, respectively. All of the Company's transactions with the former owner of Rainin were in the normal course of business.

10. 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.

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