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

Results of Operations

The following table sets forth net sales and income by reportable segment and on a consolidated basis:

For the quarter ended March 31, 2024, the Company posted record sales. Contributions from the acquisitions of Bison Gear & Engineering Corp. ("Bison") in March 2023, United Electronic Industries ("UEI") in August 2023, Amplifier Research Corp. ("Amplifier Research") in October 2023, and Paragon Medical ("Paragon") in December 2023, as well as our Operational Excellence initiatives, had a positive impact on the first quarter of 2024 results. In the first quarter of 2024 , the Company recorded pre-tax integration costs related to the Paragon acquisition totaling $29.2 million, of which $22.4 million is employee severance. The integration costs reduced net income by $22.2 million ($0.10 per diluted share). The full year impact of the 2023 acquisitions, including the continued integration of Paragon, and focus on and implementation of our Operational Excellence initiatives are expected to have a positive impact on our 2024 results.

Results of operations for the first quarter of 2024 compared with the first quarter of 2023

Net sales for the first quarter of 2024 were $1,736.2 million, an increase of $139.1 million or 8.7%, compared with net sales of $1,597.1 million for the first quarter of 2023. The increase in net sales for the first quarter of 2024 was due to a 9% increase from acquisitions.

Total international sales for the first quarter of 2024 were $823.4 million or 47.4% of net sales, an increase of $35.3 million or 4.5%, compared with international sales of $788.1 million or 49.3% of net sales for the first quarter of 2023. The increase in international sales was primarily driven by contributions from recent acquisitions.

Orders for the first quarter of 2024 were $1,662.7 million, a decrease of $149.4 million or 8.2%, compared with $1,812.1 million for the first quarter of 2023. The decrease in orders for the first quarter of 2024 was due to a 10% decline in organic orders and a 2% unfavorable effect of foreign currency translation, partially offset by a 3% increase from acquisitions. The Company's backlog of unfilled orders at March 31, 2024 was $3,460.7 million, a decrease of $73.4 million or 2.1% compared with $3,534.1 million at December 31, 2023.

Segment operating income for the first quarter of 2024 was $443.6 million, an increase of $13.3 million or 3.1%, compared with segment operating income of $430.3 million for the first quarter of 2023. Segment operating margins, as a percentage of net sales, decreased to 25.6% for the first quarter of 2024, compared with 26.9% for the first quarter of 2023. Segment operating income and operating margins for the first quarter of 2024 included $29.2 million of integration costs related to the Paragon acquisition, which negatively impacted segment operating margins by 160 basis points. Segment operating margins were also negatively impacted in the first quarter of 2024 by the dilutive impact of the 2023 acquisitions. Excluding the dilutive impact of recent acquisitions and the Paragon integration costs, segment operating margins increased 200 basis

points compared to the first quarter of 2023, due to the continued benefits from the Company's Operational Excellence initiatives.

Cost of sales for the first quarter of 2024 was $1,144.7 million or 65.9% of net sales, an increase of $122.2 million or 11.9%, compared with $1,022.5 million or 64.0% of net sales for the first quarter of 2023. Cost of sales for the first quarter of 2024 included $29.2 million of Paragon integration costs discussed above. Excluding the impact of the Paragon integration costs, the cost of sales for the first quarter of 2024 was 64.2% of net sales.

Selling, general and administrative expenses for the first quarter of 2024 were $174.3 million or 10.0% of net sales, an increase of $5.2 million or 3.1%, compared with $169.1 million or 10.6% of net sales for the first quarter of 2023. General and administrative expenses for the first quarter of 2024 were $26.4 million, compared with $24.7 million for the first quarter of 2023.

Consolidated operating income was $417.2 million or 24.0% of net sales for the first quarter of 2024, an increase of $11.7 million or 2.9%, compared with $405.5 million or 25.4% of net sales for the first quarter of 2023. Operating income and operating margins for the first quarter of 2024 included $29.2 million of integration costs related to the Paragon acquisition, which negatively impacted operating margins by 170 basis points. Operating margins were also negatively impacted in the first quarter of 2024 by the dilutive impact of the 2023 acquisitions. Excluding the dilutive impact of recent acquisitions and the Paragon integration costs, operating margins increased 180 basis points compared to the first quarter of 2023.

Other expense, net was $0.6 million for the first quarter of 2024, compared with $5.4 million of other expense, net for the first quarter of 2023. The decrease of $4.7 million in the first quarter of 2024 is primarily driven by higher pension income of $1.5 million, as well as higher interest income of $1.2 million.

The effective tax rate for the first quarter of 2024 was 18.5%, compared with 19.5% for the first quarter of 2023. The lower effective tax rate in the first quarter of 2024 is primarily due to lower foreign and state taxes compared to the first quarter of 2023.

Net income for the first quarter of 2024 was $310.9 million, an increase of $5.2 million or 1.7%, compared with $305.7 million for the first quarter of 2023.

Diluted earnings per share for the first quarter of 2024 were $1.34, an increase of $0.02 or 1.5%, compared with $1.32 per diluted share for the first quarter of 2023.

Segment Results

EIG**’**s net sales totaled $1,156.8 million for the first quarter of 2024, an increase of $39.6 million or 3.5%, compared with $1,117.2 million for the first quarter of 2023. The net sales increase was due to a 1% increase in organic sales and a 3% increase from the recent acquisitions.

EIG’s operating income was $352.9 million for the first quarter of 2024, an increase of $43.2 million or 13.9%, compared with $309.7 million for the first quarter of 2023. EIG’s operating margins were a record 30.5% of net sales for the first quarter of 2024, compared with 27.7% for the first quarter of 2023. EIG's operating margins increased in the first quarter of 2024 compared to the first quarter of 2023 due to the sales increase discussed above, as well as continued benefits from the Company's Operational Excellence initiatives.

EMG’s net sales totaled $579.4 million for the first quarter of 2024, an increase of $99.5 million or 20.7%, compared with $479.9 million for the first quarter of 2023. The net sales increase was due to a 25% increase from the recent acquisitions, partially offset by a 4% organic sales decrease. The organic sales decrease for the first quarter of 2024 is due to customer inventory normalization in our automation and engineered solutions core businesses

EMG’s operating income was $90.7 million for the first quarter of 2024, a decrease of $29.8 million or 24.7%, compared with $120.5 million for the first quarter of 2023. EMG’s operating margins were 15.7% of net sales for the first quarter of 2024, compared with 25.1% for the first quarter of 2023. EMG's operating income and operating margins for the first quarter of 2024 included $29.2 million of integration costs related to the Paragon acquisition, which negatively impacted segment operating margins by 500 basis points. Segment operating margins were also negatively impacted in the first quarter of 2024 by the dilutive impact of the 2023 acquisitions. Excluding the dilutive impact of recent acquisitions and the Paragon integration costs, segment operating margins decreased 100 basis points compared to the first quarter of 2023, due to the organic sales decrease discussed above.

Financial Condition

Liquidity and Capital Resources

Cash provided by operating activities totaled $410.2 million for the first three months of 2024, an increase of $23.7 million or 6.1%, compared with $386.5 million for the first three months of 2023. The increase in cash provided by operating activities for the first three months of 2024 was primarily due to higher net income, net of noncash depreciation and amortization expense related to recent acquisitions.

Free cash flow (cash flow provided by operating activities less capital expenditures) was $382.6 million for the first three months of 2024, compared with $366.5 million for the first three months of 2023. EBITDA (earnings before interest, income taxes, depreciation and amortization) was $512.8 million for the first three months of 2024, compared with $481.7 million for the first three months of 2023. Free cash flow and EBITDA are presented because the Company is aware that they are measures used by third parties in evaluating the Company.

Cash used by investing activities totaled $21.4 million for the first three months of 2024, compared with cash used by investing activities of $122.2 million for the first three months of 2023. For the first three months of 2023, the Company paid $99.3 million, net of cash acquired, to purchase Bison Gear & Engineering Corp. Additions to property, plant and equipment totaled $27.7 million for the first three months of 2024, compared with $20.0 million for the first three months of 2023.

Cash used by financing activities totaled $417.5 million for the first three months of 2024, compared with cash used by financing activities of $215.0 million for the first three months of 2023. At March 31, 2024, total debt, net was $2,933.2 million, compared with $3,313.3 million at December 31, 2023. For the first three months of 2024, total borrowings decreased by $363.1 million compared with a $155.5 million decrease for the first three months of 2023. At March 31, 2024, the Company had available borrowing capacity of $2,187.5 million under its revolving credit facility, including the $700 million accordion feature.

The debt-to-capital ratio was 24.6% at March 31, 2024, compared with 27.5% at December 31, 2023. The net debt-to-capital ratio (total debt, net less cash and cash equivalents divided by the sum of net debt and stockholders’ equity) was 22.2% at March 31, 2024, compared with 25.0% at December 31, 2023. The net debt-to-capital ratio is presented because the Company is aware that this measure is used by third parties in evaluating the Company.

Additional financing activities for the first three months of 2024 included cash dividends paid of $64.7 million, compared with $57.5 million for the first three months of 2023. Effective February 9, 2024, the Company’s Board of Directors approved a 12% increase in the quarterly cash dividend on the Company’s common stock to $0.28 per common share from $0.25 per common share. The Company repurchased $6.9 million of its common stock for the first three months of 2024, compared with $6.5 million for the first three months of 2023. Proceeds from stock option exercises were $23.6 million for the first three months of 2024, compared with $10.4 million for the first three months of 2023.

As a result of all of the Company’s cash flow activities for the first three months of 2024, cash and cash equivalents at March 31, 2024 totaled $373.8 million, compared with $409.8 million at December 31, 2023. At March 31, 2024, the Company had $337.3 million in cash outside the United States, compared with $375.9 million at December 31, 2023. The Company utilizes this cash to fund its international operations, as well as to acquire international businesses. The Company is in compliance with all covenants, including financial covenants, for all of its debt agreements. The Company believes it has sufficient cash-generating capabilities from domestic and unrestricted foreign sources, available credit facilities and access to long-term capital funds to enable it to meet its operating needs and contractual obligations in the foreseeable future.

Critical Accounting Policies

The Company’s critical accounting policies are detailed in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition of its Annual Report on Form 10-K for the year ended December 31, 2023. Primary disclosure of the Company’s significant accounting policies is also included in Note 1 to the Consolidated Financial Statements included in Part II, Item 8 of its Annual Report on Form 10-K.

Forward-Looking Information

Information contained in this discussion, other than historical information, is considered “forward-looking statements” and is subject to various factors and uncertainties that may cause actual results to differ significantly from expectations. These factors and uncertainties include risks related to the Company’s ability to consummate and successfully integrate future

acquisitions; risks associated with international sales and operations, including supply chain disruptions; the Company’s ability to successfully develop new products, open new facilities or transfer product lines; the price and availability of raw materials; compliance with government regulations, including environmental regulations; changes in the competitive environment or the effects of competition in the Company’s markets; the ability to maintain adequate liquidity and financing sources; and general economic conditions affecting the industries the Company serves. A detailed discussion of these and other factors that may affect the Company’s future results is contained in AMETEK’s filings with the U.S. Securities and Exchange Commission, including its most recent reports on Form 10-K, 10-Q, and 8-K. AMETEK disclaims any intention or obligation to update or revise any forward-looking statements, unless required by the securities laws to do so.