Mettler-Toledo 10-Q 2025-03-31

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025, OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO ________________

Commission File Number: 1-13595

Mettler Toledo International Inc

_______________________________________________________________________________________________________________________________________

(Exact name of registrant as specified in its charter)

1900 Polaris Parkway

Columbus, OH 43240

and

Im Langacher, P.O. Box MT-100

CH 8606 Greifensee, Switzerland

1-614-438-4511 and +41-44-944-22-11

________________________________________________________________________________

(Registrant's telephone number, including area code)

not applicable

______________________________________________________________________________________________________________________

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

Securities registered pursuant to Section 12(b) of the Act:

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 ☒ No ☐

Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 ☒ No ☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

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

The Registrant had 20,782,786 shares of Common Stock outstanding at March 31, 2025.

METTLER-TOLEDO INTERNATIONAL INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

PART I. FINANCIAL INFORMATION

METTLER-TOLEDO INTERNATIONAL INC.

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

Three months ended March 31, 2025 and 2024

(In thousands, except share data)

(unaudited)

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

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METTLER-TOLEDO INTERNATIONAL INC.

INTERIM CONSOLIDATED BALANCE SHEETS

As of March 31, 2025 and December 31, 2024

(In thousands, except share data)

(unaudited)

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 SHAREHOLDERS’ EQUITY

Three months ended March 31, 2025 and 2024

(In thousands, except share data)

(unaudited)

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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. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the full year ending December 31, 2025.

Changes in local currencies exclude the effect of currency exchange rate fluctuations. Local currency amounts are determined by translating current and previous year consolidated financial information at an index utilizing historical currency exchange rates. We believe local currency information provides a helpful assessment of business performance and a useful measure of results between periods. We do not, nor do we suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. We present non-GAAP financial measures in reporting our financial results to provide investors with an additional analytical tool to evaluate our operating results.

We also include in the discussion below disclosures of immaterial qualitative factors that are not quantified. Although the impact of such factors is not considered material, we believe these disclosures can be useful in evaluating our operating results.

Results of Operations – Consolidated

The following tables set forth items from our interim consolidated statements of operations and comprehensive income for the three month periods ended March 31, 2025 and 2024 (amounts in thousands).

Recent developments in global trade disputes/tariffs

In 2025, the U.S. government enacted an incremental 10% tariff on imported products as well as higher tariffs on imports from certain other countries, including an additional 145% tariff on imports from China and a 25% tariff on non-USMCA products imported from Mexico. In response, the Chinese government implemented additional tariffs of 125% on imports from the U.S. The tariffs became effective at various points during 2025, especially in April 2025. We estimate the associated annualized cost increase of the incremental 2025 tariffs is approximately $115 million (assuming the

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above rates). The U.S. government has indicated it may make further changes to tariff rates in the future. We are implementing various actions to mitigate the effect of the tariffs.

The recent escalation in global trade disputes/tariffs has increased economic uncertainty in our end markets and the global economic environment, including increasing the risk of recession in many countries, and market conditions may change quickly. Although we are implementing various actions to mitigate the effect of the tariffs, they could adversely impact our financial results and could have a greater impact on our operating results in future periods. Please refer to Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 for more information.

Net sales

Net sales were $883.7 million for the three months ended March 31, 2025, compared to $925.9 million for the corresponding period in 2024. Sales decreased 5% in U.S. dollars and 3% in local currencies for the three months ended March 31, 2025. We estimate that net sales growth for the three months ended March 31, 2025 was reduced approximately 6% from the recovery of previously disclosed shipping delays during the three months ended March 31, 2024 related to a new external European logistics service provider. Excluding this impact, sales increased 3% in local currency for the three months ended March 31, 2025 compared to the corresponding period in 2024.

We continue to benefit from the execution of our global sales and marketing programs, our innovative product portfolio, and investments in our field organization, particularly surrounding digital tools and techniques. However, the recent escalation in global trade disputes/tariffs has increased uncertainty in our end markets and the global economic environment, including increasing the risk of recession in many countries, and market conditions may change quickly. The ongoing developments related to global trade disputes/tariffs, Ukraine, and the conflict in the Middle East also present several risks to our business as further described in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024. These topics could adversely impact our financial results and could have a greater impact on our operating results in future periods.

Net sales by geographic destination for the three months ended March 31, 2025 in U.S. dollars decreased 2% in the Americas, 9% in Europe, and 4% in Asia/Rest of World. In local currencies, our net sales by geographic destination decreased 1% in the Americas, 7% in Europe, and 2% in Asia/Rest of World, including flat sales in China, for the three months ended March 31, 2025 compared to the corresponding period in 2024. Excluding the impact of the recovery of delayed shipments in the prior year, local currency sales increased 3% in the Americas, 4% in Europe, and 3% in Asia/Rest of World, with 3% in China, during the three months ended March 31, 2025. A discussion of sales by operating segment is included below.

As described in Note 18 to our consolidated financial statements for the year ended December 31, 2024, our net sales comprise product sales of precision instruments and related services. Service revenues are primarily derived from repair and other services, including regulatory compliance qualification, calibration, certification, preventative maintenance and spare parts.

Net sales of products decreased 7% in U.S. dollars and 6% in local currency for the three months ended March 31, 2025 compared to the prior year period. Service revenue (including spare parts) increased 4% in U.S. dollars and 6% in local currency during the three months ended March 31, 2025 compared to the corresponding period in 2024.

Net sales of our laboratory products and services, which represented approximately 56% of our total net sales for the three months ended March 31, 2025, decreased 5% in U.S. dollars and 3% in local currencies during the three months ended March 31, 2025. Laboratory net sales growth was reduced by approximately 8%, from the recovery of previously disclosed shipping delays, during the three months ended March 31, 2025. Excluding this impact, the local currency net sales increase in our laboratory-related products includes growth in most product categories with strong growth in process analytics.

Net sales of our industrial products and services, which represented approximately 39% of our total net sales for the three months ended March 31, 2025, decreased 3% in U.S. dollars and 1% in local currencies during the three months ended March 31, 2025. Industrial net sales growth was

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reduced by approximately 3%, from the recovery of previously disclosed shipping delays, during the three months ended March 31, 2025. Excluding this impact, the local currency net sales increase in our industrial-related products includes strong growth in product inspection, offset in part by a modest decline in core-industrial products.

Net sales in our food retailing products and services, which represented approximately 5% of our total net sales for the three months ended March 31, 2025, decreased 14% in U.S. dollars and 12% in local currencies during the three months ended March 31, 2025. Retail net sales growth was reduced by approximately 7%, from the recovery of previously disclosed shipping delays, during the three months ended March 31, 2025. Excluding this impact, the local currency net sales decrease in food retailing products reflects the timing of project activity, particularly in Europe.

Gross profit

Gross profit as a percentage of net sales was 59.5% for the three months ended March 31, 2025 compared to 59.2% for the corresponding period in 2024.

Gross profit as a percentage of net sales for products was 61.6% and 61.2% for the three month periods ended March 31, 2025 and 2024, respectively.

Gross profit as a percentage of net sales for services (including spare parts) was 53.8% for the three months ended March 31, 2025 compared to 52.9% for the corresponding period in 2024.

The increase in gross profit as a percentage of net sales for the three months ended March 31, 2025 primarily reflects favorable price realization and benefits from our SternDrive program, partially offset by lower sales volume related to the recovery of shipping delays in the prior year.

We expect our gross margin during the remainder of 2025 will be negatively impacted by the recent escalation in global trade disputes/tariffs. As previously mentioned, we are implementing various actions to mitigate the effect of the tariffs.

Research and development and selling, general and administrative expenses

Research and development expenses as a percentage of net sales was 5.2% for the three months ended March 31, 2025 compared to 5.0% in the corresponding period of 2024. Research and development expenses were flat in U.S. dollars and increased 2% in local currencies, during the three months ended March 31, 2025 compared to the corresponding period in 2024.

Selling, general and administrative expenses as a percentage of net sales were 27.5% for the three months ended March 31, 2025 compared to 25.3% in the corresponding period of 2024. Selling, general and administrative expense increased 4% in U.S. dollars and 5% in local currencies during the three months ended March 31, 2025 compared to the corresponding period in 2024. The local currency increase includes sales and marketing investments and the timing of certain costs.

Amortization, interest expense, restructuring charges, other charges (income), net and taxes

Amortization expense was $17.2 million for the three months ended March 31, 2025 and $18.2 million for the corresponding period in 2024.

Interest expense was $16.7 million for the three months ended March 31, 2025 and $19.2 million for the corresponding period in 2024. The decrease in interest expense is primarily related to lower variable interest rates and lower debt.

Restructuring charges were $3.8 million and $9.7 million for the three months ended March 31, 2025 and 2024, respectively. Restructuring expenses are primarily comprised of employee-related costs.

Other charges (income), net includes non-service pension costs (benefits), net (gains) losses from foreign currency transactions and hedging activities, interest income and other items. Non-service pension benefits for the three months ended March 31, 2025 and 2024 were $3.1 million and $2.0 million, respectively.

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Our reported tax rate was 19.0% and 19.5% during the three months ended March 31, 2025 and 2024, respectively. The provision for taxes is based upon using our projected annual effective tax rate of 19.0% before non-recurring discrete tax items for the three month periods ended March 31, 2025 and 2024. The difference between our projected annual effective tax rate and the reported tax rate is related to the timing of excess tax benefits associated with stock option exercises.

Results of Operations – by Operating Segment

The following is a discussion of the financial results of our operating segments. We currently have five reportable segments: U.S. Operations, Swiss Operations, Western European Operations, Chinese Operations, and Other. A more detailed description of these segments is outlined in Note 18 to our consolidated financial statements for the year ended December 31, 2024.

U.S. Operations (amounts in thousands)

Total net sales decreased 1% and net sales to external customers were flat for the three months ended March 31, 2025 compared with the corresponding period in 2024. The growth in net sales to external customers during the three months ended March 31, 2025 was reduced by approximately 3% from the recovery of previously disclosed shipping delays during the three months ended March 31, 2024. Excluding this impact, the increase in net sales to external customers for the three months ended March 31, 2025 includes strong growth in process analytics and product inspection, partially offset by a decline in core-industrial products.

Segment profit decreased $9.3 million for the three months ended March 31, 2025 compared to the corresponding period in 2024. Segment profit during the three months ended March 31, 2025 includes lower sales volume from our previously disclosed shipping delay recovery in the prior year and higher expenses.

Swiss Operations (amounts in thousands)

1. Represents U.S. dollar growth.

Total net sales decreased 19% in U.S. dollars and 17% in local currency for the three months ended March 31, 2025 compared to the corresponding period in 2024. Net sales to external customers decreased 13% in U.S. dollars and 11% in local currency for the three months ended March 31, 2025 compared to the corresponding period in 2024. The growth in net sales to external customers during the three months ended March 31, 2025 was reduced by approximately 12% from the recovery of previously disclosed shipping delays during the three months ended March 31, 2024. Excluding this impact, the increase in net sales to external customers in local currency for the three

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months ended March 31, 2025 includes growth in industrial, especially product inspection, and food retailing products partially offset by a decline in laboratory products.

Segment profit increased $1.9 million for the three month period ended March 31, 2025 compared to the corresponding period in 2024. Segment profit during the three months ended March 31, 2025 includes favorable inter-segment pricing and benefits from our cost savings and margin expansion initiatives.

Western European Operations (amounts in thousands)

1. Represents U.S. dollar growth.

Total net sales decreased 10% in U.S. dollars and 8% in local currencies during the three months ended March 31, 2025 compared to the corresponding period in 2024. Net sales to external customers decreased 11% in U.S. dollars and 9% in local currencies during the three months ended March 31, 2025 compared to the corresponding period in 2024. The growth in net sales to external customers during the three months ended March 31, 2025 was reduced by approximately 9% from the recovery of previously disclosed shipping delays during the three months ended March 31, 2024. Excluding this impact, net sales to external customers in local currency for the three months ended March 31, 2025 includes modest growth in most categories, partially offset by a significant decline in food retailing related to the timing of customer project activity.

Segment profit decreased $7.3 million for the three month period ended March 31, 2025 compared to the corresponding period in 2024. Segment profit decreased during the three months ended March 31, 2025 primarily due to lower volume from our previously disclosed shipping delay recovery in the prior year, offset in part by benefits from our margin expansion initiatives and favorable business mix.

Chinese Operations (amounts in thousands)

1. Represents U.S. dollar growth.

Total net sales decreased 2% in U.S. dollars and 1% in local currency for the three months ended March 31, 2025 compared to the corresponding period in 2024. Net sales to external customers decreased 1% in U.S. dollars and were flat in local currency for the three months ended March 31, 2025 compared to the corresponding period in 2024. The growth in net sales to external customers during the three months ended March 31, 2025 was reduced by approximately 3% from the recovery of previously disclosed shipping delays during the three months ended March 31, 2024. Excluding this impact, the increase in net sales to external customers in local currency for the three

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months ended March 31, 2025 includes growth in laboratory products, while industrial products were flat compared to the corresponding prior year period.

Segment profit increased $0.2 million for the three month period ended March 31, 2025 compared to the corresponding period in 2024. Segment profit for the three month period ended March 31, 2025 includes benefits from our cost savings initiatives, offset in part by unfavorable currency and lower sales volume.

Other (amounts in thousands)

1. Represents U.S. dollar growth.

Total net sales decreased 2% in U.S. dollars and increased 2% in local currencies during the three months ended March 31, 2025 compared to the corresponding period in 2024. Net sales to external customers decreased 5% in U.S. dollars and 1% in local currency for the three months ended March 31, 2025 compared to the corresponding period in 2024. The growth in net sales to external customers during the three months ended March 31, 2025 was reduced by approximately 9% from the recovery of previously disclosed shipping delays during the three months ended March 31, 2024. Excluding this impact, the increase in net sales to external customers in local currency for the three months ended March 31, 2025 includes strong growth in laboratory products, as well as product inspection.

Segment profit decreased $0.7 million for the three months ended March 31, 2025 compared to the corresponding period in 2024. The decrease in segment profit is primarily due to lower volume from our previously disclosed shipping delay recovery in the prior year and unfavorable currency, offset in part by benefits from our margin expansion initiatives.

Liquidity and Capital Resources

Liquidity is our ability to generate sufficient cash flows from operating activities to meet our obligations and commitments. In addition, liquidity includes available borrowings under our Credit Agreement, the ability to obtain appropriate financing and our cash and cash equivalent balances. Currently, our liquidity needs are primarily driven by working capital requirements, capital expenditures, share repurchases and acquisitions. Global market conditions can be uncertain, and our ability to generate cash flows could be reduced by a deterioration in global markets.

We currently believe that cash flows from operating activities, together with liquidity available under our Credit Agreement, local working capital facilities, and cash balances, will be sufficient to fund currently anticipated working capital needs and spending requirements for at least the foreseeable future.

Cash provided by operating activities totaled $194.4 million during the three months ended March 31, 2025, compared to $190.0 million in the corresponding period in 2024. The increase for the three months ended March 31, 2025 compared to the prior year is primarily related to favorable working capital, offset in part by higher cash incentive payments of approximately $36 million related to prior year performance.

Capital expenditures are made primarily for investments in information systems and technology, machinery, equipment and the purchase and expansion of facilities. Our capital expenditures totaled $17.3 million for the three months ended March 31, 2025 compared to $17.4 million in the corresponding period in 2024.

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We continue to explore potential acquisitions. In connection with any acquisition, we may incur additional indebtedness.

Cash flows used in financing activities are primarily comprised of share repurchases. In accordance with our share repurchase program, we spent $218.7 million and $212.5 million on the repurchase of 170,957 shares and 173,700 shares, during the three months ended March 31, 2025 and 2024, respectively.

Senior Notes and Credit Facility Agreement

Our debt consisted of the following at March 31, 2025:

(a) The benchmark interest rate is determined by the borrowing currency. The benchmark rates by borrowing currency are as follows: SOFR for U.S. dollars (plus a 10 basis points spread adjustment), SARON for Swiss franc, EURIBOR for Euro and SONIA for Great British pounds.

On May 30, 2024, we entered into a $1.35 billion Credit Agreement (the Credit Agreement), which amended our $1.25 billion Amended and Restated Credit Agreement (the Prior Credit Agreement), that is further described in Note 7 of our consolidated financial statements.

As of March 31, 2025, approximately $679.8 million of additional borrowings was available under our Credit Agreement, and we maintained $64.3 million of cash and cash equivalents.

Changes in exchange rates between the currencies in which we generate cash flows and the currencies in which our borrowings are denominated affect our liquidity. In addition, because we borrow in a variety of currencies, our debt balances fluctuate due to changes in exchange rates. Further, we do not have any downgrade triggers relating to ratings from rating agencies that would accelerate the maturity dates of our debt. We were in compliance with our debt covenants as of March 31, 2025.

In January 2025, the Company entered into an agreement to issue and sell EUR 100 million 10 1/2-year Senior Notes with a fixed interest rate of 3.8% (3.8% Euro Senior Notes) in a private placement, which will mature in July 2035. The 3.8% Euro Senior Notes are unsecured obligations

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of the Company and the terms are consistent with the previous Notes as disclosed in Note 10 to the Company's consolidated financial statements for the year ended December 31, 2024. The Company used the proceeds from the sale of the Notes to refinance existing indebtedness and for other general corporate purposes.

Other Local Arrangements

In 2018, two of the Company's non-U.S. pension plans issued loans totaling $39.6 million (Swiss franc 38 million) to a wholly owned subsidiary of the Company. The loans have the same terms and conditions which include an interest rate of SARON plus 87.5 basis points. The loans were renewed for one year in April 2025.

Share Repurchase Program

We have $1.5 billion of remaining availability for our share repurchase program as of March 31, 2025. The share repurchases are expected to be funded from cash generated from operating activities, borrowings, and cash balances. Repurchases will be made through open market transactions, and the amount and timing of purchases will depend on business and market conditions, the stock price, trading restrictions, the level of acquisition activity, and other factors.

We have purchased 32.5 million common shares at an average price per share of $307.74 since the inception of the program in 2004 through March 31, 2025. During the three months ended March 31, 2025 and 2024, we spent $218.7 million and $212.5 million on the repurchase of 170,957 shares and 173,700 shares at an average price per share of $1,279.54 and $1,223.35, respectively. We reissued 4,282 shares and 4,898 shares held in treasury for the exercise of stock options and restricted stock units during the three months ended March 31, 2025 and 2024, respectively. In addition, the Company incurred $2.0 million and $2.1 million of excise tax during the three months ended March 31, 2025 and 2024, respectively, related to the Inflation Reduction Act which is reflected as a reduction in shareholders' equity in the Company's consolidated financial statements.

Effect of Currency on Results of Operations

Our earnings are affected by changing exchange rates. We are most sensitive to changes in the exchange rates between the Swiss franc, euro, Chinese renminbi, and U.S. dollar. We have more Swiss franc expenses than we do Swiss franc sales because we develop and manufacture products in Switzerland that we sell globally, and have a number of corporate functions located in Switzerland. When the Swiss franc strengthens against our other trading currencies, particularly the U.S. dollar and euro, our earnings decrease. We also have significantly more sales in the euro than we do expenses. When the euro weakens against the U.S. dollar and Swiss franc, our earnings also decrease. We estimate a 1% strengthening of the Swiss franc against the euro would reduce our earnings before tax by approximately $2.4 million to $2.7 million annually.

We also conduct business in many geographies throughout the world, including Asia Pacific, the United Kingdom, Eastern Europe, Latin America, and Canada. Fluctuations in these currency exchange rates against the U.S. dollar can also affect our operating results. The most significant of these currency exposures is the Chinese renminbi. The impact on our earnings before tax of the Chinese renminbi weakening 1% against the U.S. dollar is a reduction of approximately $2.2 million to $2.5 million annually.

In addition to the effects of exchange rate movements on operating profits, our debt levels can fluctuate due to changes in exchange rates, particularly between the U.S. dollar, the Swiss franc, and euro. Based on our outstanding debt at March 31, 2025, we estimate that a 5% weakening of the U.S. dollar against the currencies in which our debt is denominated would result in an increase of approximately $47.6 million in the reported U.S. dollar value of our debt.

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Forward-Looking Statements Disclaimer

You should not rely on forward-looking statements to predict our actual results. Our actual results or performance may be materially different than reflected in forward-looking statements because of various risks and uncertainties, including statements about expected revenue growth, inflation, ongoing developments related to global trade disputes/tariffs, and the conflicts in Ukraine and the Middle East. You can identify forward-looking statements by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” or “continue.”

We make forward-looking statements about future events or our future financial performance, including earnings and sales growth, earnings per share, strategic plans and contingency plans, growth opportunities or economic downturns, our ability to respond to changes in market conditions, planned research and development efforts and product introductions, adequacy of facilities, access to and the costs of raw materials, shipping and supplier costs, gross margins, customer demand, our competitive position, pricing, capital expenditures, cash flow, tax-related matters, the impact of foreign currencies, compliance with laws, effects of acquisitions, the impact of inflation, ongoing developments related to global trade disputes/tariffs, and the conflicts in Ukraine and the Middle East on our business.

Our forward-looking statements may not be accurate or complete, and we do not intend to update or revise them in light of actual results. New risks also periodically arise. Please consider the risks and factors that could cause our results to differ materially from what is described in our forward-looking statements, including ongoing developments related to global trade disputes/tariffs, inflation, and the ongoing conflicts in Ukraine and the Middle East. See in particular “Factors Affecting Our Future Operating Results” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024 and other reports filed with the SEC from time to time.

As of March 31, 2025, there was no material change in the information provided under Item 7A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

**Item 1.**Legal Proceedings. None

For the three months ended March 31, 2025 there were no material changes from risk factors disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

**Item 2.**Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

The Company has $1.5 billion of remaining availability for its share repurchase program as of March 31, 2025. The Company has purchased 32.5 million shares at an average price per share of $307.74 since the inception of the program through March 31, 2025.

During the three months ended March 31, 2025 and 2024, the Company spent $218.7 million and $212.5 million on the repurchase of 170,957 and 173,700 shares at an average price per share of $1,279.54 and $1,223.35, respectively. The Company reissued 4,282 shares and 4,898 shares held in treasury for the exercise of stock options and restricted stock units for the three months ended March 31, 2025 and 2024, respectively. In addition, the Company incurred $2.0 million and $2.1 million of excise tax during the three months ended March 31, 2025 and 2024, respectively, related to the Inflation Reduction Act which is reflected as a reduction in shareholders' equity in the Company's consolidated financial statements.

Item 3. Defaults Upon Senior Securities. None

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EXHIBIT INDEX

_______________________

• Filed herewith

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SIGNATURE

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.

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