Ametek (AME) 10-K risk factor changes: FY2023 vs FY2022

[Table of [removed: Contents](#i04cdc30d9c2845a1b99ad97292b20d73_7)][added: Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)]

Our growth could suffer if the markets into which we sell our products and services decline, do not grow as [removed: anticipated or] [added: anticipated,] experience [removed: cyclicality.][added: cyclicality, or a general downturn in the economy could adversely affect our business.]

[removed: Demand for our products and services is also sensitive to changes in] customer order patterns, which may be affected by announced price changes, changes in incentive programs, new product introductions and customer inventory levels.

International sales for [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] represented [removed: 48.7%] [added: 47.4%] and [removed: 49.5%] [added: 48.7%] of our consolidated net sales, respectively.

As of December 31, [removed: 2022,] [added: 2023,] we have manufacturing operations in [removed: 18] [added: 20] countries outside the United States, with significant operations in [added: Canada,] China, [removed: Czechia,] [added: France,] Germany, Mexico, [removed: Serbia] [added: Serbia, Poland] and the United Kingdom.

- Overlap of different tax [removed: structures;][added: structures, including the development of a global minimum tax;]

For example, increased strength in the U.S. dollar will increase the effective price of our [removed: products sold overseas, which may adversely affect sales or require us to lower our prices.]

In addition, failure to comply with any of these regulations could result in civil and criminal, monetary and non-monetary penalties, [added: disruptions to our business, limitations on our ability to import and export products and services and damage to our reputation.]

We rely on information technology systems, some of which are managed by third-parties, to process, transmit and store electronic information (including sensitive data such as confidential business information and personally identifiable data relating to employees, customers, other business partners and patients), and to [removed: manage or] [added: monitor, manage, and] support a [added: variety of critical business processes and activities including receiving and fulfilling orders, billing, collecting and making payments, shipping products, providing services and support to customers and fulfilling contractual obligations.]

[removed: These] [added: Despite our implementation of certain controls to protect our systems and sensitive, confidential or personal data or information, these] systems, [removed: products] [added: products, data] and services may be damaged, [added: compromised,] disrupted or shut down due to attacks by computer hackers, computer viruses, ransomware, human error or malfeasance, power outages, hardware failures, telecommunication or utility failures, catastrophes or other unforeseen events.

We cannot assure you that these indemnification provisions [added: and insurance policies] will protect us fully or at all, and as a result we may face unexpected liabilities that adversely affect our financial statements.

Our businesses, operations and facilities are subject to a number of federal, state, local and foreign environmental and occupational health and safety laws and regulations concerning, among other things, air [removed: emissions, discharges to waters and the use, manufacturing, generation, handling, storage, transportation and disposal of hazardous substances and wastes.]

We cannot assure you that our liabilities in connection with litigation and other legal and [added: regulatory proceedings will not exceed our estimates or adversely affect our financial statements and reputation.]

[removed: Upon the occurrence of an event of default under a Debt] Facility, and the expiration of any grace periods, the lenders could elect to declare all amounts outstanding under one or more of our other Debt Facilities, together with accrued interest, to be immediately due and payable.

At December 31, [removed: 2022,] [added: 2023,] goodwill and other intangible assets, net of accumulated amortization, totaled [removed: $8,714.6] [added: $10,612.9] million or [removed: 70%] [added: 71%] of our total assets.

Demand for our products and services is also sensitive to changes in

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

products sold overseas, which may adversely affect sales or require us to lower our prices.

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

Further, we also face information security risks due to our reliance on internet technology and use of hybrid work arrangements, which could strain our technology resources or create additional opportunity for cyber-attackers to exploit vulnerabilities.

Further, given the increasing sophistication of cyber-attacks and the complexity of techniques used, any of these attacks or breaches could potentially persist for an extended period before being detected.

As a result, it could take a significant time before an investigation can be completed and new disclosure regulations could result in us being required to disclose information about a material cybersecurity incident before it has been mitigated or resolved, or even fully investigated.

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

We may also obtain representation and warranty insurance to address certain potential risks and liabilities.

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

emissions, discharges to waters and the use, manufacturing, generation, handling, storage, transportation and disposal of hazardous substances and wastes.

Upon the occurrence of an event of default under a Debt

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

The coronavirus global pandemic could have a material adverse effect on our ability to operate, results of operations, financial condition, liquidity and ability to consummate future acquisitions.

We continue to address the impact of the COVID-19 pandemic.

The outbreak of COVID-19, and any other significant outbreak of epidemic, pandemic or contagious disease, could have a negative effect on our ability to operate, results of operations, financial condition, liquidity and ability to consummate future acquisitions.

In addition, the outbreak of COVID-19 has resulted in a widespread health crisis that is adversely affecting the economies and financial markets of many countries and the end markets for many of our products, which could result in an economic downturn that may negatively affect demand for our products.

The extent to which COVID-19 will impact our business, results of operations and financial condition is highly uncertain and will depend on future developments.

Such developments may include the geographic spread and duration of the virus, the severity of the disease and the actions that may be taken by various governmental authorities and other third parties in response to the outbreak.

Our global manufacturing facilities remain open with a focus on safety protocols, though a range of external factors related to the pandemic that are not within our control have restricted our ability to keep our manufacturing facilities fully operational.

Any decline or lower than expected demand in our served markets could diminish demand for our products and services, which would adversely affect our financial condition and results of operations.

Moreover, the COVID-19 pandemic may adversely affect the financial condition of our customers and suppliers in the future or their ability to purchase Company products, may delay customers’ purchasing decisions, result in a shift to lower-priced products or away from discretionary products, and may result in longer payment terms or inability to collect customer payments.

These issues may also materially affect our future access to our sources of liquidity, particularly our cash flows from operations, financial condition and ability to consummate future acquisitions.

In compliance with stay-at-home orders issued in connection with the COVID-19 pandemic, a significant subset of our employees have transitioned to working from home.

As a result, more of our employees are working from locations where our cybersecurity program may be less effective and IT security may be less robust.

This change may create increased vulnerability to cybersecurity incidents, including breaches of information systems

security, which could result in a disruption of our operations, customer dissatisfaction, damage to our reputation and a loss of customers or revenues.

If significant portions of our workforce are unable to work effectively, including because of illness, quarantines or absenteeism; government actions; facility closures; work slowdowns or stoppages; limited supplies or resources; or other circumstances related to COVID-19, our operations will be further impacted.

We may be unable to perform fully on our customer obligations and we may incur liabilities and suffer losses as a result.

The continued spread of COVID-19 may also affect our ability to hire, develop and retain our talented and diverse workforce, and our ability in short periods to fully maintain and support our corporate culture.

A scarcity of resources or other hardships caused by the COVID-19 pandemic may result in increased nationalism, protectionism and political tensions which may cause governments and/or other entities to take actions that may have significant negative impact on the Company, its suppliers, and its customers to conduct business in the future.

Risks related to consumers and businesses lowering or changing spending, which impact domestic and cross-border spend, are described in our risk factor titled “Foreign and domestic economic, political, legal, compliance and business factors could negatively affect our international sales and operations”.

The duration and intensity of the impact of the COVID-19 pandemic and the resulting disruption to our operations is uncertain but could have a material impact on our operations, cash flows, financial condition and ability to consummate future acquisitions.

We will continue to assess the financial impact of the pandemic on our business.

A downturn in the economy generally or in the markets we serve could adversely affect our business.

disruptions to our business, limitations on our ability to import and export products and services and damage to our reputation.

For example, we are subject to federal, state and international privacy laws relating to the collection, use, retention, security and transfer of personally identifiable information.

In many cases, these laws apply not only to third-party transactions, but also to transfers of information between the Company and its subsidiaries, and among the Company, its subsidiaries and other parties with which the Company has commercial relations.

Several jurisdictions have passed laws in this area, and other jurisdictions are considering imposing additional restrictions.

variety of critical business processes and activities (such as receiving and fulfilling orders, billing, collecting and making payments, shipping products, providing services and support to customers and fulfilling contractual obligations).

Further, given a significant subset of our employees have transitioned to working from home, disaster recovery may take longer to complete.

regulatory proceedings will not exceed our estimates or adversely affect our financial statements and reputation.

For the year ended December 31, 2022, the Company recorded an $8.6 million non-cash impairment charge related to certain of the Company's trade names.

In [removed: 2022,] [added: 2023,] the Company posted record sales, operating income, operating margins, net income, diluted earnings per share, [added: orders,] backlog, and [removed: orders.][added: operating cash flow.]

Highlights in [removed: 2022] [added: 2023] were:

- Net sales for [removed: 2022] [added: 2023] were a record [removed: $6,150.5] [added: $6,597.0] million, an increase of [removed: $604.0] [added: $446.5] million or [removed: 10.9%,] [added: 7.3%,] compared with net sales of [removed: $5,546.5] [added: $6,150.5] million in [removed: 2021.][added: 2022.]

The [removed: increase in] net sales [removed: for 2022] [added: increase] was due to [removed: an 11% organic sales increase,] a [removed: 2%] [added: 5%] increase from acquisitions, partially offset by an [removed: unfavorable 2% effect of foreign currency translation.][added: organic sales decrease.]

- Net income for [removed: 2022] [added: 2023] was a record [removed: $1,159.5] [added: $1,313.2] million, an increase of [removed: $169.4] [added: $153.7] million or [removed: 17.1%,] [added: 13.3%,] compared with [removed: $990.1] [added: $1,159.5] million in [removed: 2021.][added: 2022.]

- Diluted earnings per share for [removed: 2022] [added: 2023] were a record [removed: $5.01,] [added: $5.67,] an increase of [removed: $0.76] [added: $0.66] or [removed: 17.8%,] [added: 13.2%,] compared with [removed: $4.25] [added: $5.01] per diluted share in [removed: 2021.][added: 2022.]

[removed: -] Orders for [removed: 2022] [added: 2023] were [removed: a record $6,639.1] [added: $6,912.4] million, an increase of [removed: $164.7] [added: $273.3] million or [removed: 2.5%,] [added: 4.1%] compared with [removed: $6,474.4] [added: $6,639.1] million in [removed: 2021.][added: 2022.]

The increase in orders was due to a [removed: 9% organic order increase, partially offset by] [added: 7% increase from acquisitions,] a [removed: 3% unfavorable] [added: 1% favorable] effect of foreign currency translation, [removed: as well as a 3% decrease from the year-over-year impact of acquisitions.][added: partially offset by an organic order decrease.]

[removed: As a result, the] [added: - The] Company's backlog of unfilled orders at December 31, [removed: 2022] [added: 2023] was a record [removed: $3,218.6] [added: $3,534.1] million.

- During [removed: 2022,] [added: 2023,] the Company spent [removed: $429.7] [added: $2,237.9] million in cash, net of cash acquired, to purchase [removed: two] [added: four] businesses:

[removed: -] [added: |] Cash [removed: flow] provided by operating activities [removed: for 2022 was $1,149.4 million.][added: | | | $ | 1,735.3 | | | | | $ | 1,149.4 | | | | | $ | 1,160.5 | |]

Free cash flow (cash flow provided by operating activities less capital expenditures) was [added: $1,599.1 million in 2023, compared with] $1,010.4 million in 2022.

[Table of [removed: Contents](#i04cdc30d9c2845a1b99ad97292b20d73_7)][added: Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)]

- EBITDA (earnings before interest, income taxes, depreciation, and amortization) was a record [removed: $1,829.7] [added: $2,014.7] million in [removed: 2022,] [added: 2023,] compared with [removed: $1,594.3] [added: $1,829.7] million in [removed: 2021.][added: 2022.]

- The Company continued its emphasis on investment in research, development and engineering, spending [removed: $322.1] [added: $351.7] million in [removed: 2022.][added: 2023.]

[removed: Sales] [added: Approximately 25% of sales in 2023 were] from products introduced in the past three [removed: years were $1,674.2 million.][added: years.]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Electronic Instruments | | | $ | [removed: 4,229,353] [added: 4,624,250] | | | | | $ | [removed: 3,763,758] [added: 4,229,353] | | | | | $ | [removed: 2,989,928] [added: 3,763,758] | |

| Electromechanical | | | [removed: 1,921,177] [added: 1,972,700] | | | | | | [removed: 1,782,756] [added: 1,921,177] | | | | | | [removed: 1,550,101] [added: 1,782,756] | | |

| Consolidated net sales | | | $ | [removed: 6,150,530] [added: 6,596,950] | | | | | $ | [removed: 5,546,514] [added: 6,150,530] | | | | | $ | [removed: 4,540,029] [added: 5,546,514] | |

| Electronic Instruments | | | $ | [removed: 1,089,729] [added: 1,310,962] | | | | | $ | [removed: 958,183] [added: 1,089,729] | | | | | $ | [removed: 770,620] [added: 958,183] | |

| Electromechanical | | | [removed: 503,593] [added: 496,569] | | | | | | [removed: 437,378] [added: 503,593] | | | | | | [removed: 324,962] [added: 437,378] | | |

| Total segment operating income | | | [removed: 1,593,322] [added: 1,807,531] | | | | | | [removed: 1,395,561] [added: 1,593,322] | | | | | | [removed: 1,095,582] [added: 1,395,561] | | |

| Corporate administrative expenses | | | [removed: (92,630)] [added: (100,072)] | | | | | | [removed: (86,891)] [added: (92,630)] | | | | | | [removed: (67,698)] [added: (86,891)] | | |

| Consolidated operating income | | | [removed: 1,500,692] [added: 1,707,459] | | | | | | [removed: 1,308,670] [added: 1,500,692] | | | | | | [removed: 1,027,884] [added: 1,308,670] | | |

| Interest expense | | | [removed: (83,186)] [added: (81,795)] | | | | | | [removed: (80,381)] [added: (83,186)] | | | | | | [removed: (86,062)] [added: (80,381)] | | |

| Other (expense) income, net | | | [removed: 11,186] [added: (19,252)] | | | | | | [removed: (5,119)] [added: 11,186] | | | | | | [removed: 140,487] [added: (5,119)] | | |

| Consolidated income before income taxes | | | $ | [removed: 1,428,692] [added: 1,606,412] | | | | | $ | [removed: 1,223,170] [added: 1,428,692] | | | | | $ | [removed: 1,082,309] [added: 1,223,170] | |

The following “Results of Operations of the year ended December 31, [removed: 2022] [added: 2023] compared with the year ended December 31, [removed: 2021”] [added: 2022”] section presents an analysis of the Company’s consolidated operating results displayed in the Consolidated Statement of Income.

A discussion regarding our financial condition and results of operations for the year ended December 31, [removed: 2021] [added: 2022] compared to the year ended December 31, [removed: 2020] [added: 2021] can be found under Item 7 in our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2021,] [added: 2022,] filed with the Securities and Exchange Commission on February [removed: 22, 2022.][added: 21, 2023.]

Results of Operations for the year ended December 31, [removed: 2022] [added: 2023] compared with the year ended December 31, [removed: 2021][added: 2022]

Net sales for [removed: 2022] [added: 2023] were [removed: a record $6,150.5] [added: $6,597.0] million, an increase of [removed: $604.0] [added: $446.5] million or [removed: 10.9%,] [added: 7.3%,] compared with net sales of [removed: $5,546.5] [added: $6,150.5] million in [removed: 2021.][added: 2022.]

EIG net sales were [removed: $4,229.4] [added: $4,624.3] million in [removed: 2022,] [added: 2023,] an increase of [removed: 12.4%,] [added: 9.3%,] compared with [removed: $3,763.8] [added: $4,229.4] million in [removed: 2021.][added: 2022.]

EMG net sales were [removed: $1,921.2] [added: $1,972.7] million in [removed: 2022,] [added: 2023,] an increase of [removed: 7.8%,] [added: 2.7%,] compared with [removed: $1,782.8] [added: $1,921.2] million in [removed: 2021.][added: 2022.]

Total international sales for [removed: 2022] [added: 2023] were [removed: $2,996.3] [added: $3,128.2] million or [removed: 48.7%] [added: 47.4%] of net sales, an increase of [removed: $250.7] [added: $131.9] million or [removed: 9.1%,] [added: 4.4%,] compared with international sales of [removed: $2,745.6] [added: $2,996.3] million or [removed: 49.5%] [added: 48.7%] of net sales in [removed: 2021.][added: 2022.]

[removed: The increase in] international sales was primarily driven by strong demand in [removed: all regions] [added: Europe and Asia] as well as contributions from recent acquisitions.

Export shipments from the United States, which are included in total international sales, were [removed: $1,688.7] [added: $1,732.4] million in [removed: 2022,] [added: 2023,] an increase of [removed: $213.1] [added: $43.7] million or [removed: 14.4%,] [added: 2.6%,] compared with [removed: $1,475.6] [added: $1,688.7] million in [removed: 2021.][added: 2022.]

The Company’s backlog of unfilled orders at December 31, [removed: 2022] [added: 2023] was a record [removed: $3,218.6] [added: $3,534.1] million, an increase of [removed: $488.5] [added: $315.5] million or [removed: 17.9%,] [added: 9.8%,] compared with [removed: $2,730.1] [added: $3,218.6] million at December 31, [removed: 2021.][added: 2022.]

Segment operating income for [removed: 2022] [added: 2023] was [removed: $1,593.3] [added: $1,807.5] million, an increase of [removed: $197.7] [added: $214.2] million or [removed: 14.2%,] [added: 13.4%,] compared with segment operating income of [removed: $1,395.6] [added: $1,593.3] million in [removed: 2021.][added: 2022.]

Segment operating income, as a percentage of net sales, increased to [removed: 25.9%] [added: 27.4%] in [removed: 2022,] [added: 2023,] compared with [removed: 25.2%] [added: 25.9%] in [removed: 2021.][added: 2022.]

Positive market trends, the Company's record backlog, contributions from recent acquisitions, and continued focus on and implementation of Operational Excellence initiatives had a positive impact on 2023 results.

The increase in net sales for 2023 was due to a 4% organic sales increase and a 3% increase from acquisitions.

- Cash provided by operating activities totaled a record $1,735.3 million in 2023, an increase of $585.9 million or 51.0%, compared with cash provided by operating activities of $1,149.4 million in 2022.

- In March 2023, AMETEK acquired Bison Gear & Engineering Corp. ("Bison"), a designer and manufacturer of custom motion control solutions.

- In August 2023, AMETEK acquired United Electronic Industries ("UEI"), a designer and manufacturer of high-performance test, measurement, simulation and control solutions.

- In October 2023, AMETEK acquired Amplifier Research Corp. ("Amplifier Research"), a leading provider of amplifiers and electromagnetic compatibility testing equipment.

- In December 2023, AMETEK acquired Paragon Medical ("Paragon"), a leading provider of highly engineered medical components and instruments.

The increase in net sales for 2023 was due to a 4% organic sales increase and a 3% increase from acquisitions.

The increase in

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

General and administrative expenses for 2023 were $100.1 million, compared with $92.6 million in 2022.

The general and administrative expenses in 2023 include higher employee compensation costs compared to 2022.

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

In 2023, the Company paid $2,237.9 million, net of cash acquired, to purchase Bison Gear & Engineering Corp., United Electronic Industries, Amplifier Research Corp. and Paragon Medical, compared to $429.7 million, net of cash acquired, to purchase Navitar, Inc. and RTDS Technologies Inc. in 2022.

In 2023, total borrowings increased by $892.3 million, compared with a decrease of $73.7 million in 2022.

The amount outstanding under the revolver that the Company expects, but is not required, to repay in 2024 is recorded in current liabilities on the consolidated balance sheet at December 31, 2023.

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

Company.

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Year Ended December 31, | | | | | | | | | | | | | | |

| | | | (In millions) | | | | | | | | | | | | | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2023 | | | | | | 2022 | | |

| | | | (In millions) | | | | | | | | |

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

In the absence of a third party appraisal, the Company uses internal valuation estimates based on pertinent data from comparable prior acquisitions.

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

than not that the estimated fair value of a reporting unit is less than its carrying amount.

The Company elected to bypass performing the qualitative screen.

At the end of each

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

The Company undertakes no obligation to

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

- In September 2022, AMETEK acquired Navitar, Inc. ("Navitar"), a designer and manufacturer of customized, fully integrated optical imaging systems, components, and software.

- In October 2022, AMETEK acquired RTDS Technologies Inc. ("RTDS"), a leading provider of real-time power simulation systems used by utilities, and research and education institutions in the development and testing of the electric power grid and renewable energy applications.

Recent Events and Market Conditions

Recent events and market conditions impacting our business include the inflationary cost environment, rising interest rates, supply chain constraints, the COVID-19 pandemic, and the ongoing conflict in Ukraine.

As a result of these events and conditions, we anticipate the challenging global economic environment to continue into 2023.

Beginning in 2021, we experienced heightened levels of inflation in material and transportation costs.

We have taken steps to mitigate the impacts of material and transportation cost inflation by implementing pricing actions.

We experienced additional pressure in our supply chain due to component shortages and strained transportation capacity, as well as the impact of continued elevated customer demand.

In response to these supply chain pressures, we have taken actions to build inventory and seek alternative sources of supply to support sales and backlog growth.

The inflationary environment has also resulted in central banks raising short-term interest rates.

We expect inflation to continue into 2023 and will continue to take actions to mitigate this inflationary pressure.

There still remains uncertainty concerning the COVID-19 pandemic, its effect on labor, government mandated lockdowns and other restrictive measures, and the pandemic's ultimate duration.

Lockdowns in China during 2022 limited our ability to access customer sites, operate certain facilities, and placed additional constraints on our supply chain.

Depending on the course of the pandemic, additional lockdowns in China or elsewhere could impact our operations and results of operations.

The invasion of Ukraine by Russia and the sanctions imposed in response to this conflict have increased global economic and political uncertainty.

While we do not have operations in Russia or Ukraine and do not have significant exposure to customers and vendors in those countries, a significant expansion of the conflict's current scope could further complicate the economic environment.

While the ultimate impact of these events remains uncertain, we will continue to evaluate the extent to which these factors will impact our business, financial condition, and results of operations.

Orders for 2022 were a record $6,639.1 million, an increase of $164.7 million or 2.5% compared with $6,474.4 million in 2021.

Segment operating income was positively impacted in 2022 by the increased sales discussed above.

Excluding the dilutive impact of recent acquisitions, segment operating margins for the core businesses increased 120 basis points compared to 2021, due to the Company's Operational Excellence initiatives.

EIG's operating margins in 2022 were negatively impacted by the dilutive impact of the 2021 acquisitions.

The net sales increase was due to an 11% organic sales increase, partially offset by an unfavorable 3% effect of foreign currency translations.

Free cash flow (cash flow provided by operating activities less capital expenditures) was $1,010.4 million in 2022, compared with $1,049.8 million in 2021.

In 2022, the Company paid $429.7 million, net of cash acquired, to purchase Navitar, Inc. and RTDS Technologies Inc., compared to $1,959.2 million, net of cash acquired, to purchase Abaco Systems, Magnetrol International, NSI-MI Technologies, Crank Software, EGS Automation, and Alphasense in 2021.

In 2022, total borrowings decreased by $73.7 million, compared with an increase of $183.9 million in 2021.

In the fourth quarter of 2021, a 55 million Swiss franc ($59.7 million) 2.44% senior note matured and was paid.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Cash provided by operating activities | | | $ | 1,149.4 | | | | | $ | 1,160.5 | | | | | $ | 1,281.0 | | | | | | | | | | | | | |

In conducting a qualitative assessment, the

The Company elected to perform its annual goodwill impairment test using the quantitative analysis method.

In estimating the U.S. and foreign discount rates, the Company’s actuaries developed a customized discount

[Table of [removed: Contents](#i04cdc30d9c2845a1b99ad97292b20d73_7)][added: Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)]

AMETEK maintains its principal executive offices [removed: in suburban Philadelphia] at 1100 Cassatt Road, Berwyn, Pennsylvania, 19312.

Historically, the Company has demonstrated an ability to develop innovative new products and solutions that [removed: anticipate] [added: support] customer needs.

These have improved the pace and quality of product innovation and resulted in the introduction of a steady stream of new products across all of AMETEK’s [removed: businesses.][added: businesses and aligned with attractive secular growth markets.]

In its effort to achieve best-cost manufacturing, AMETEK had operating facilities, as of December 31, [removed: 2022,] [added: 2023,] in China, Czechia, Malaysia, Mexico, and Serbia.

AMETEK senior management has extensive industry experience and an average of approximately [removed: 24] [added: 25] years of AMETEK service.

[Table of [removed: Contents](#i04cdc30d9c2845a1b99ad97292b20d73_7)][added: Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)]

The goal of that model is double-digit annual percentage growth in sales and earnings per share over the business [removed: cycle] [added: cycle, strong cash flow generation,] and a superior return on total capital.

Since the beginning of [removed: 2018] [added: 2019] through December 31, [removed: 2022,] [added: 2023,] AMETEK has completed [removed: 17] [added: 15] acquisitions with annualized sales totaling approximately [removed: $1.3] [added: $1.6] billion.

In [removed: 2022,] [added: 2023,] AMETEK added to its highly differentiated product portfolio with a range of new products across many of its businesses.

AMETEK is also committed to paying a [removed: modest quarterly] [added: consistently increasing cash] dividend.

In [removed: 2022,] [added: 2023,] the Company posted record sales, operating income, operating margins, net income, diluted earnings per share, [added: orders,] backlog, and [removed: orders.][added: operating cash flow.]

The Company achieved these results from organic sales [removed: growth in both EIG and EMG,] [added: growth,] contributions from [removed: the 2022 acquisitions of Navitar, Inc. and RTDS Technologies, Inc.,] [added: recent acquisitions,] as well as the Company's Operational Excellence [removed: Initiatives.][added: initiatives.]

Diluted earnings per share for [removed: 2022] [added: 2023] were a record [removed: $5.01,] [added: $5.67,] an increase of [removed: $0.76] [added: $0.66] or [removed: 17.8%,] [added: 13.2%,] compared with [removed: $4.25] [added: $5.01] per diluted share in [removed: 2021.][added: 2022.]

AMETEK spent [removed: $429.7] [added: $2,237.9] million in cash, net of cash acquired, to purchase [removed: two] [added: four] businesses:

It provides a growing range of instruments to the research and laboratory equipment, ultra-precision manufacturing, [added: optics,] medical, and test and measurement markets.

[removed: EIG supplies the aerospace industry with aircraft] and engine sensors, monitoring systems, [added: embedded computing systems,] power supplies, fuel and fluid measurement systems, and data acquisition systems.

In [removed: 2022, 49%] [added: 2023, 48%] of EIG’s net sales were to customers outside the United States.

At December 31, [removed: 2022,] [added: 2023,] EIG employed approximately [removed: 11,700] [added: 11,800] people, of whom approximately 800 were covered by collective bargaining agreements.

At December 31, [removed: 2022,] [added: 2023,] EIG had operating facilities in the United States, the United Kingdom, Germany, Canada, China, Denmark, Finland, France, Switzerland, Argentina, [removed: Austria] [added: Austria, Serbia,] and Mexico.

Process and analytical instrumentation sales represented [removed: 72%] [added: 71%] of EIG’s [removed: 2022] [added: 2023] net sales.

Its instruments are used for precision measurement in a number of applications, including radiation detection, trace element and materials analysis, nanotechnology research, ultraprecise manufacturing, [added: advanced optical metrology,] and test and measurement.

Aerospace and Power Instrumentation sales represented [removed: 28%] [added: 29%] of EIG’s [removed: 2022] [added: 2023] net sales.

These businesses provide uninterruptible power supply systems, multifunction electric meters, [removed: annunciators, alarm monitoring systems] and highly specialized communications equipment for smart grid applications and renewable energy applications.

Approximately 6% of EIG’s [removed: 2022] [added: 2023] net sales were made to its five largest customers.

No single customer comprises more than [removed: 3%] [added: 2%] of net sales.

EMG is a [removed: differentiated supplier] [added: leader in the design and manufacture] of [added: highly engineered medical components and devices,] automation solutions, thermal management systems, specialty metals and electrical interconnects.

Products supplied to these markets include [added: single-use and consumable surgical instruments, implantable components, and drug delivery systems used across a wide range of medical applications,] advanced precision motion control solutions, which are used in a wide range of automation applications across the medical, semiconductor, aerospace, defense, and food and beverage industries, as well as highly engineered electrical connectors and electronics packaging used in aerospace and defense, medical, and industrial applications.

EMG's motors are widely used in commercial appliances, [removed: fitness equipment,] food and beverage machines, hydraulic pumps and industrial blowers.

In [removed: 2022, 49%] [added: 2023, 45%] of EMG’s net sales were to customers outside the United States.

At December 31, [removed: 2022,] [added: 2023,] EMG employed approximately [removed: 7,500] [added: 10,000] people, of whom approximately [removed: 1,900] [added: 2,100] were covered by collective bargaining agreements.

At December 31, [removed: 2022,] [added: 2023,] EMG had operating facilities in the United States, the United Kingdom, China, Germany, France, Italy, [added: Poland,] Mexico, Serbia, Czechia, [removed: Malaysia] [added: Malaysia,] and Taiwan.

Automation and Engineered Solution sales represented [removed: 71%] [added: 70%] of EMG’s [removed: 2022] [added: 2023] net sales.

[removed: AMETEK is a leader in highly engineered] [added: Its] electrical connectors and electronics packaging [added: are designed specifically for harsh environments and highly customized applications, and are] used to protect sensitive devices and mission-critical electronics.

Aerospace sales represented [removed: 29%] [added: 30%] of EMG’s [removed: 2022] [added: 2023] net sales.

Approximately [removed: 9%] [added: 8%] of EMG’s [removed: 2022] [added: 2023] net sales were made to its five largest customers.

No single customer comprises greater than [removed: 3%] [added: 2%] of net sales.

[added: In connection with acquisitions, the Company will] assess potential material environmental liabilities, and determine regulatory and fiduciary obligations during the course of the due diligence process.

[removed: Environmental, Social, and Governance ("ESG")] [added: Sustainability] and Human Capital Management

AMETEK is committed to providing a consistent and excellent return to our stakeholders, all while maintaining a strong commitment to environmental stewardship, social responsibility, [removed: diversity and] inclusion, and sound corporate governance.

We believe that effectively prioritizing and managing our [removed: ESG] [added: sustainability] initiatives will help create long-term value and a better future for our stakeholders.

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

2023 Overview

In 2023, the Company achieved record sales of $6,597.0 million, an increase of 7.3% from 2022 due to a 4% organic sales increase and a 3% increase from acquisitions.

In March 2023, AMETEK acquired Bison Gear & Engineering Corp. ("Bison"), a designer and manufacturer of custom motion control solutions.

In August 2023, AMETEK acquired United Electronic Industries ("UEI"), a designer and manufacturer of high-performance test, measurement, simulation and control solutions.

In October 2023, AMETEK acquired Amplifier Research Corp. ("Amplifier Research"), a leading provider of amplifiers and electromagnetic compatibility testing equipment.

In December 2023, AMETEK acquired Paragon Medical ("Paragon"), a leading provider of highly engineered medical components and instruments.

EIG supplies the aerospace industry with aircraft

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

Acquired in October 2023, Amplifier Research is a leading provider of amplifiers and electromagnetic compatibility testing equipment.

Amplifier Research's diverse product portfolio complements the Company's existing capabilities in the electromagnetic compatibility testing market.

Acquired in August 2023, UEI is a designer and manufacturer of high-performance test, measurement, simulation and control solutions.

UEI's innovative solutions complement the Company's existing testing and data acquisition expertise.

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

AMETEK is a leader in highly engineered single-use and consumable surgical instruments, implantable components and drug delivery systems.

Acquired in March 2023, Bison is a designer and manufacturer of custom motion control solutions.

Bison's engineering expertise and broad product portfolio complement the Company's existing motion control and automation solutions business.

Acquired in December 2023, Paragon is a leading provider of highly engineered medical components and instruments.

Paragon's product portfolio includes single-use and consumable surgical instruments and implantable components sold to a diverse blue-chip customer base of leading medical device manufacturers.

Paragon expands the Company's presence in the MedTech space and provides access to new market segments with strong growth rates.

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

*Sustainability*

*Upholding Sound Governance*.

Our commitment to transparency, accountability, and ethical and responsible decision-making is demonstrated through our core values, corporate governance structure, compliance measures, and focus on sustainability oversight.

Together, AMETEK’s governance structure underpins our distributed

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

operating structure and provides our colleagues with the foundation to advance sustainability initiatives across their businesses.

From emissions reduction initiatives to optimizing resource consumption, we emphasize environmental protection in every facet of our operations.

We are firmly committed to reducing our carbon footprint and have made outstanding progress toward our stated greenhouse gas emissions reduction target.

*Investing in Our People.* Our people are the most essential resource in driving AMETEK’s long-term success and in achieving our sustainability ambitions.

Through strategic investments in talent acquisition, learning and development, and employee well-being, we foster a culture of empowerment, innovation, and inclusivity, driving our collective success and sustainable growth.

*Driving Sustainable Product Solutions.* AMETEK is committed to advancing a low-carbon economy.

Our growing portfolio of clean technology and sustainability-related solutions includes a wide range of products and solutions that have a positive, global environmental impact across a broad set of diverse end markets, supporting customers in achieving their sustainability goals and creating a more sustainable future.

Through collaborative partnerships with our customers, we develop solutions which help reduce carbon emissions, promote renewable energy adoption, improve efficiency and productivity, and improve healthcare outcomes.

*Partnering with Our Communities*.

We cultivate strong and lasting relationships with the communities in which we operate, actively contributing to their social and economic prosperity.

Through employee volunteerism, financial support, and contributions from the AMETEK Foundation, we partner to strengthen the work of non-profit charities around the world.

Established in 1960, the AMETEK Foundation is the charitable giving arm of AMETEK.

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

2022 Overview

In 2022, the Company achieved record sales of $6,150.5 million, an increase of 10.9% from 2021 due to an 11% organic sales increase, a 2% increase from acquisitions, partially offset by an unfavorable 2% effect of foreign currency translation.

In September 2022, AMETEK acquired Navitar, Inc. ("Navitar"), a designer and manufacturer of customized, fully integrated optical imaging systems, components, and software.

In October 2022, AMETEK acquired RTDS Technologies ("RTDS"), a leading provider of real-time power simulation systems used by utilities, and research and education institutions in the development and testing of the electric power grid and renewable energy applications.

*Financing*

On May 12, 2022, the Company along with certain of its foreign subsidiaries amended and restated its credit agreement dated as of September 22, 2011, as amended and restated as of March 10, 2016 and as further amended and restated as of October 30, 2018, with the lenders, JPMorgan Chase Bank, N.A., as Administrative Agent and Bank of America, N.A., PNC Bank, National Association, Trust Bank and Wells Fargo Bank, National Association, as Co-Syndication Agents.

The credit agreement amends and restates the Company’s existing revolving credit facility to increase the size from $1.5 billion to $2.3 billion and terminates the $800 million term loan.

The credit agreement places certain restrictions on allowable additional indebtedness.

*Recent Events and Market Conditions*

Recent events and market conditions impacting our business include the inflationary cost environment, rising interest rates, supply chain constraints, the COVID-19 pandemic, and the ongoing conflict in Ukraine.

As a result of these events and conditions, we anticipate the challenging global economic environment to continue into 2023.

Beginning in 2021, we experienced heightened levels of inflation in material and transportation costs.

We have taken steps to mitigate the impacts of material and transportation cost inflation by implementing pricing actions.

We experienced additional pressure in our supply chain due to component shortages and strained transportation capacity, as well as the impact of continued elevated customer demand.

In response to these supply chain pressures, we have taken actions to build inventory and seek alternative sources of supply to support sales and backlog growth.

The inflationary environment has also resulted in central banks raising short-term interest rates.

We expect inflation to continue into 2023 and will continue to take actions to mitigate this inflationary pressure.

There still remains uncertainty concerning the COVID-19 pandemic, its effect on labor, government mandated lockdowns and other restrictive measures, and the pandemic's ultimate duration.

Lockdowns in China during 2022 limited our ability to access customer sites, operate certain facilities, and placed additional constraints on our supply chain.

Depending on the course of the pandemic, additional lockdowns in China or elsewhere could impact our operations and results of operations.

The invasion of Ukraine by Russia and the sanctions imposed in response to this conflict have increased global economic and political uncertainty.

While we do not have operations in Russia or Ukraine and do not have significant exposure to customers and vendors in those countries, a significant expansion of the conflict's current scope could further complicate the economic environment.

While the ultimate impact of these events remains uncertain, we will continue to evaluate the extent to which these factors will impact our business, financial condition, and results of operations.

Acquired in November 2021, Alphasense is a leading provider of gas and particulate sensors for use in environmental, health and safety, and air quality applications.

Alphasense complements the Company's existing sensor business expanding the Company's presence in the environmental health and safety market.

Acquired in March 2021, Magnetrol is a leading provider of level and flow control solutions for challenging process applications across a diverse set of end markets including medical, pharmaceutical, oil and gas, food and beverage, and general industrial.

Magnetrol's solutions combined with the Company's existing Sensors, Test and Calibration business, becomes an industry leading differentiated sensor platform with a broad range of level and flow measurement solutions.

Acquired in April 2021, Abaco Systems specializes in open-architecture computing and electronic systems for aerospace, defense, and specialized industrial markets and is a leading provider of mission critical embedded computing systems.

Abaco's solutions expand and complement the Company's existing aerospace and defense businesses.

Acquired in April 2021, NSI-MI is a leading provider of radio frequency and microwave test and measurement systems for niche applications across the aerospace, defense, automotive, wireless communications, and research markets.

NSI-MI strengthens the Company's test and measurement platforms.

Acquired in March 2021, Crank Software is a leading provider of embedded graphical user interface software and services.

Crank Software expands the Company's growing portfolio of software solutions.

Its electrical connectors, terminals, headers and packaging are designed specifically for harsh environments and highly customized applications.

In connection with acquisitions, the Company will

*Environmental, Social, and Governance*

We are reducing our environmental impact and increasing operational efficiency across our global footprint, and have established greenhouse gas emission reduction targets.

Across AMETEK, our businesses are committed to developing innovative products and solutions to help reduce carbon emissions, increase the use and adoption of renewable energy, and address the impacts of climate change.

Our hiring practices are geared toward identifying the most diverse set of candidates for open positions.

*Our Solutions.* AMETEK’s portfolio of differentiated technology solutions has grown significantly.

[Table of [removed: Contents](#i04cdc30d9c2845a1b99ad97292b20d73_7)][added: Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)]

For the fiscal year ended December 31, [removed: 2022][added: 2023]

The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately [removed: $25.2] [added: $37.3] billion as of June 30, [removed: 2022,] [added: 2023,] the last business day of the registrant’s most recently completed second fiscal quarter.

The number of shares of the registrant’s Common Stock outstanding as of January 31, [removed: 2023] [added: 2024] was [removed: 230,093,810.][added: 231,012,685.]

Part III incorporates information by reference from the Proxy Statement for the Annual Meeting of Stockholders on May [removed: 4, 2023.][added: 7, 2024.]

[removed: 2022] [added: 2023] Form 10-K Annual Report

| [Item [removed: 1.](#i04cdc30d9c2845a1b99ad97292b20d73_13)] [added: 1.](#i1875a58fbc3b4fe5933e9c7f10f26f55_13)] | | | [removed: [Business](#i04cdc30d9c2845a1b99ad97292b20d73_13)] [added: [Business](#i1875a58fbc3b4fe5933e9c7f10f26f55_13)] | | | [removed: [2](#i04cdc30d9c2845a1b99ad97292b20d73_13)] [added: [2](#i1875a58fbc3b4fe5933e9c7f10f26f55_13)] | | |

| [Item [removed: 1A.](#i04cdc30d9c2845a1b99ad97292b20d73_16)] [added: 1A.](#i1875a58fbc3b4fe5933e9c7f10f26f55_16)] | | | [Risk [removed: Factors](#i04cdc30d9c2845a1b99ad97292b20d73_16)] [added: Factors](#i1875a58fbc3b4fe5933e9c7f10f26f55_16)] | | | [removed: [11](#i04cdc30d9c2845a1b99ad97292b20d73_16)] [added: [10](#i1875a58fbc3b4fe5933e9c7f10f26f55_16)] | | |

| [Item [removed: 1B.](#i04cdc30d9c2845a1b99ad97292b20d73_19)] [added: 1B.](#i1875a58fbc3b4fe5933e9c7f10f26f55_19)] | | | [Unresolved Staff [removed: Comments](#i04cdc30d9c2845a1b99ad97292b20d73_19)] [added: Comments](#i1875a58fbc3b4fe5933e9c7f10f26f55_19)] | | | [removed: [18](#i04cdc30d9c2845a1b99ad97292b20d73_19)] [added: [17](#i1875a58fbc3b4fe5933e9c7f10f26f55_19)] | | |

| [Item [removed: 2.](#i04cdc30d9c2845a1b99ad97292b20d73_22)] [added: 2.](#i1875a58fbc3b4fe5933e9c7f10f26f55_22)] | | | [removed: [Properties](#i04cdc30d9c2845a1b99ad97292b20d73_22)] [added: [Properties](#i1875a58fbc3b4fe5933e9c7f10f26f55_22)] | | | [removed: [18](#i04cdc30d9c2845a1b99ad97292b20d73_22)] [added: [18](#i1875a58fbc3b4fe5933e9c7f10f26f55_22)] | | |

| [Item [removed: 3.](#i04cdc30d9c2845a1b99ad97292b20d73_25)] [added: 3.](#i1875a58fbc3b4fe5933e9c7f10f26f55_25)] | | | [Legal [removed: Proceedings](#i04cdc30d9c2845a1b99ad97292b20d73_25)] [added: Proceedings](#i1875a58fbc3b4fe5933e9c7f10f26f55_25)] | | | [removed: [19](#i04cdc30d9c2845a1b99ad97292b20d73_25)] [added: [18](#i1875a58fbc3b4fe5933e9c7f10f26f55_25)] | | |

| [Item [removed: 4.](#i04cdc30d9c2845a1b99ad97292b20d73_28)] [added: 4.](#i1875a58fbc3b4fe5933e9c7f10f26f55_28)] | | | [Mine Safety [removed: Disclosures](#i04cdc30d9c2845a1b99ad97292b20d73_28)] [added: Disclosures](#i1875a58fbc3b4fe5933e9c7f10f26f55_28)] | | | [removed: [19](#i04cdc30d9c2845a1b99ad97292b20d73_28)] [added: [18](#i1875a58fbc3b4fe5933e9c7f10f26f55_28)] | | |

| [Item [removed: 5.](#i04cdc30d9c2845a1b99ad97292b20d73_34)] [added: 5.](#i1875a58fbc3b4fe5933e9c7f10f26f55_34)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i04cdc30d9c2845a1b99ad97292b20d73_34)] [added: Securities](#i1875a58fbc3b4fe5933e9c7f10f26f55_34)] | | | [removed: [20](#i04cdc30d9c2845a1b99ad97292b20d73_34)] [added: [19](#i1875a58fbc3b4fe5933e9c7f10f26f55_34)] | | |

| [Item [removed: 6.](#i04cdc30d9c2845a1b99ad97292b20d73_37)] [added: 6.](#i1875a58fbc3b4fe5933e9c7f10f26f55_37)] | | | [removed: [\[Reserved\]](#i04cdc30d9c2845a1b99ad97292b20d73_37)] [added: [\[Reserved\]](#i1875a58fbc3b4fe5933e9c7f10f26f55_37)] | | | [removed: [22](#i04cdc30d9c2845a1b99ad97292b20d73_37)] [added: [21](#i1875a58fbc3b4fe5933e9c7f10f26f55_37)] | | |

| [Item [removed: 7.](#i04cdc30d9c2845a1b99ad97292b20d73_40)] [added: 7.](#i1875a58fbc3b4fe5933e9c7f10f26f55_40)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i04cdc30d9c2845a1b99ad97292b20d73_40)] [added: Operations](#i1875a58fbc3b4fe5933e9c7f10f26f55_40)] | | | [removed: [23](#i04cdc30d9c2845a1b99ad97292b20d73_40)] [added: [22](#i1875a58fbc3b4fe5933e9c7f10f26f55_40)] | | |

| [Item [removed: 7A.](#i04cdc30d9c2845a1b99ad97292b20d73_70)] [added: 7A.](#i1875a58fbc3b4fe5933e9c7f10f26f55_70)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i04cdc30d9c2845a1b99ad97292b20d73_70)] [added: Risk](#i1875a58fbc3b4fe5933e9c7f10f26f55_70)] | | | [removed: [33](#i04cdc30d9c2845a1b99ad97292b20d73_70)] [added: [31](#i1875a58fbc3b4fe5933e9c7f10f26f55_70)] | | |

| [Item [removed: 8.](#i04cdc30d9c2845a1b99ad97292b20d73_73)] [added: 8.](#i1875a58fbc3b4fe5933e9c7f10f26f55_73)] | | | [Financial Statements and Supplementary [removed: Data](#i04cdc30d9c2845a1b99ad97292b20d73_73)] [added: Data](#i1875a58fbc3b4fe5933e9c7f10f26f55_73)] | | | [removed: [34](#i04cdc30d9c2845a1b99ad97292b20d73_73)] [added: [32](#i1875a58fbc3b4fe5933e9c7f10f26f55_73)] | | |

| [Item [removed: 9.](#i04cdc30d9c2845a1b99ad97292b20d73_160)] [added: 9.](#i1875a58fbc3b4fe5933e9c7f10f26f55_160)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i04cdc30d9c2845a1b99ad97292b20d73_160)] [added: Disclosure](#i1875a58fbc3b4fe5933e9c7f10f26f55_160)] | | | [removed: [81](#i04cdc30d9c2845a1b99ad97292b20d73_160)] [added: [78](#i1875a58fbc3b4fe5933e9c7f10f26f55_160)] | | |

| [Item [removed: 9A.](#i04cdc30d9c2845a1b99ad97292b20d73_163)] [added: 9A.](#i1875a58fbc3b4fe5933e9c7f10f26f55_163)] | | | [Controls and [removed: Procedures](#i04cdc30d9c2845a1b99ad97292b20d73_163)] [added: Procedures](#i1875a58fbc3b4fe5933e9c7f10f26f55_163)] | | | [removed: [81](#i04cdc30d9c2845a1b99ad97292b20d73_163)] [added: [78](#i1875a58fbc3b4fe5933e9c7f10f26f55_163)] | | |

| [Item [removed: 9B.](#i04cdc30d9c2845a1b99ad97292b20d73_166)] [added: 9B.](#i1875a58fbc3b4fe5933e9c7f10f26f55_166)] | | | [Other [removed: Information](#i04cdc30d9c2845a1b99ad97292b20d73_166)] [added: Information](#i1875a58fbc3b4fe5933e9c7f10f26f55_166)] | | | [removed: [81](#i04cdc30d9c2845a1b99ad97292b20d73_166)] [added: [78](#i1875a58fbc3b4fe5933e9c7f10f26f55_166)] | | |

| | | | [PART [removed: III](#i04cdc30d9c2845a1b99ad97292b20d73_169)] [added: III](#i1875a58fbc3b4fe5933e9c7f10f26f55_169)] | | | | | |

| [Item [removed: 10.](#i04cdc30d9c2845a1b99ad97292b20d73_172)] [added: 10.](#i1875a58fbc3b4fe5933e9c7f10f26f55_172)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i04cdc30d9c2845a1b99ad97292b20d73_172)] [added: Governance](#i1875a58fbc3b4fe5933e9c7f10f26f55_172)] | | | [removed: [82](#i04cdc30d9c2845a1b99ad97292b20d73_172)] [added: [79](#i1875a58fbc3b4fe5933e9c7f10f26f55_172)] | | |

| [Item [removed: 11.](#i04cdc30d9c2845a1b99ad97292b20d73_175)] [added: 11.](#i1875a58fbc3b4fe5933e9c7f10f26f55_175)] | | | [Executive [removed: Compensation](#i04cdc30d9c2845a1b99ad97292b20d73_175)] [added: Compensation](#i1875a58fbc3b4fe5933e9c7f10f26f55_175)] | | | [removed: [82](#i04cdc30d9c2845a1b99ad97292b20d73_175)] [added: [79](#i1875a58fbc3b4fe5933e9c7f10f26f55_175)] | | |

| [Item [removed: 12.](#i04cdc30d9c2845a1b99ad97292b20d73_178)] [added: 12.](#i1875a58fbc3b4fe5933e9c7f10f26f55_178)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i04cdc30d9c2845a1b99ad97292b20d73_178)] [added: Matters](#i1875a58fbc3b4fe5933e9c7f10f26f55_178)] | | | [removed: [83](#i04cdc30d9c2845a1b99ad97292b20d73_178)] [added: [80](#i1875a58fbc3b4fe5933e9c7f10f26f55_178)] | | |

| [Item [removed: 13.](#i04cdc30d9c2845a1b99ad97292b20d73_181)] [added: 13.](#i1875a58fbc3b4fe5933e9c7f10f26f55_181)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i04cdc30d9c2845a1b99ad97292b20d73_181)] [added: Independence](#i1875a58fbc3b4fe5933e9c7f10f26f55_181)] | | | [removed: [83](#i04cdc30d9c2845a1b99ad97292b20d73_181)] [added: [80](#i1875a58fbc3b4fe5933e9c7f10f26f55_181)] | | |

| [Item [removed: 14.](#i04cdc30d9c2845a1b99ad97292b20d73_184)] [added: 14.](#i1875a58fbc3b4fe5933e9c7f10f26f55_184)] | | | [Principal Accountant Fees and [removed: Services](#i04cdc30d9c2845a1b99ad97292b20d73_184)] [added: Services](#i1875a58fbc3b4fe5933e9c7f10f26f55_184)] | | | [removed: [83](#i04cdc30d9c2845a1b99ad97292b20d73_184)] [added: [80](#i1875a58fbc3b4fe5933e9c7f10f26f55_184)] | | |

| | | | [PART [removed: IV](#i04cdc30d9c2845a1b99ad97292b20d73_187)] [added: IV](#i1875a58fbc3b4fe5933e9c7f10f26f55_187)] | | | | | |

| [Item [removed: 15.](#i04cdc30d9c2845a1b99ad97292b20d73_190)] [added: 15.](#i1875a58fbc3b4fe5933e9c7f10f26f55_190)] | | | [Exhibits and Financial Statement [removed: Schedules](#i04cdc30d9c2845a1b99ad97292b20d73_190)] [added: Schedules](#i1875a58fbc3b4fe5933e9c7f10f26f55_190)] | | | [removed: [84](#i04cdc30d9c2845a1b99ad97292b20d73_190)] [added: [81](#i1875a58fbc3b4fe5933e9c7f10f26f55_190)] | | |

| [Item [removed: 16.](#i04cdc30d9c2845a1b99ad97292b20d73_193)] [added: 16.](#i1875a58fbc3b4fe5933e9c7f10f26f55_193)] | | | [Form 10-K [removed: Summary](#i04cdc30d9c2845a1b99ad97292b20d73_193)] [added: Summary](#i1875a58fbc3b4fe5933e9c7f10f26f55_193)] | | | [removed: [87](#i04cdc30d9c2845a1b99ad97292b20d73_193)] [added: [85](#i1875a58fbc3b4fe5933e9c7f10f26f55_193)] | | |

| [removed: [SIGNATURES](#i04cdc30d9c2845a1b99ad97292b20d73_196)] [added: [SIGNATURES](#i1875a58fbc3b4fe5933e9c7f10f26f55_196)] | | | | | | [removed: [88](#i04cdc30d9c2845a1b99ad97292b20d73_196)] [added: [86](#i1875a58fbc3b4fe5933e9c7f10f26f55_196)] | | |

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

| | | | [PART I](#i1875a58fbc3b4fe5933e9c7f10f26f55_10) | | | | | |

| [Item 1C.](#i1875a58fbc3b4fe5933e9c7f10f26f55_1572) | | | [Cybersecurity](#i1875a58fbc3b4fe5933e9c7f10f26f55_1572) | | | [17](#i1875a58fbc3b4fe5933e9c7f10f26f55_1572) | | |

| | | | [PART II](#i1875a58fbc3b4fe5933e9c7f10f26f55_31) | | | | | |

| [Item 9C.](#i1875a58fbc3b4fe5933e9c7f10f26f55_1580) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i1875a58fbc3b4fe5933e9c7f10f26f55_1580) | | | [78](#i1875a58fbc3b4fe5933e9c7f10f26f55_1580) | | |

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

| | | | [PART I](#i04cdc30d9c2845a1b99ad97292b20d73_10) | | | | | |

| | | | [PART II](#i04cdc30d9c2845a1b99ad97292b20d73_31) | | | | | |

AMETEK’s cybersecurity risk management practices are based on the widely recognized National Institute of Standards and Technology Framework for Improving Critical Infrastructure Cybersecurity (The NIST Cybersecurity Framework and the NIST 800-171 Revision 2 Standard).

This guidance was developed with private sector input and provides a framework and toolkit for organizations to manage cybersecurity risk.

We utilize a broad team of in-house information technology and security personnel, as well as third-party consultants, services and software, to help manage our cybersecurity efforts and initiatives.

We regularly assess our threat landscape and monitor our systems and other technical security controls.

Additionally, we maintain information security policies and procedures, including a breach response plan and maintenance of backup and protective systems.

We regularly review our policies, practices, and plans with assistance from third-party experts and advisors.

Our Chief Information Officer is responsible for corporate-wide data security.

Our management team is actively engaged in regular reviews of cyber risks.

Additionally, our full Board of Directors receives quarterly briefings on enterprise-wide cybersecurity risk management and our overall cybersecurity risk environment.

We have implemented two risk management groups, the Enterprise Risk Management Committee, and the Cybersecurity Steering Committee.

These committees meet quarterly.

They are responsible for the overall governance of our cyber management.

The implementation of the Cyber polices and strategy is the responsibility of the Chief Information Officer and the Director of Cyber Security.

The CIO reports to the Chief Administrative Officer and the Director of Cyber Security reports to the CIO.

We also have a team of full-time cybersecurity specialists who hold various industry technology accreditations.

The CIO has more than 35 years in Senior IT Leadership positions, and the Director of Cyber Security has more than 30 years IT experience overall, 15 of which are in leadership roles.

Operationally, we deploy multiple layers of cyber defenses including multiple tools and processes that identify security risks across our global networks, largely in real time.

We also maintain good relationships with law enforcement agencies to remain informed on potential cyber risks.

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

Mandatory cybersecurity training is conducted eight times a year for all of AMETEK’s employees with email access.

The training provides critical information on how employees can protect themselves and AMETEK against cybersecurity risks.

AMETEK financial professionals receive additional training due to the nature of their roles.

At December 31, [removed: 2022,] [added: 2023,] the Company conducted business from office and operating facilities at owned and leased locations throughout the United States and select global markets.

The [removed: Company’s] [added: Company] leases a facility in Berwyn, Pennsylvania for its corporate headquarters.

[Table of Contents](#i04cdc30d9c2845a1b99ad97292b20d73_7)

[Table of [removed: Contents](#i04cdc30d9c2845a1b99ad97292b20d73_7)][added: Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)]

The principal market on which the Company’s common stock is traded is the New York Stock Exchange and it is traded under the symbol “AME.” On January 31, [removed: 2023,] [added: 2024,] there were approximately 1,700 holders of record of the Company’s common stock.

Under its share repurchase program, the Company repurchased approximately [removed: 2,673,000] [added: 55,800] shares of its common stock for [removed: $332.8] [added: $7.8] million in [removed: 2022] [added: 2023] and approximately [removed: 113,000] [added: 2,673,000] shares of its common stock for [removed: $14.7] [added: $332.8] million in [removed: 2021.][added: 2022.]

The following table reflects purchases of AMETEK, Inc. common stock by the Company during the three months ended December 31, [removed: 2022:][added: 2023:]

[Table of [removed: Contents](#i04cdc30d9c2845a1b99ad97292b20d73_7)][added: Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)]

The following table sets forth information as of December 31, [removed: 2022] [added: 2023] regarding all of the Company’s existing compensation plans pursuant to which equity securities are authorized for issuance to employees and non-employee directors:

The following graph and accompanying table compare the cumulative total stockholder return for AMETEK over the last five years ended December 31, [removed: 2022] [added: 2023] with total returns for the same period for the Standard and Poor’s (“S&P”) 500 Index and S&P [added: 500] Industrials.

The performance graph and table assume a $100 investment made on December 31, [removed: 2017] [added: 2018] and reinvestment of all dividends.

[removed: ][added: ]

| | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

The objective and rationale of the share repurchases is to enhance shareholder value through the opportunistic repurchases of the Company’s common stock.

The Company takes a balanced approach when determining how to deploy capital, including strategic acquisitions, dividends, and share repurchases.

The factors evaluated when considering how to deploy capital include: the Company’s share price, the Company’s cash balances, balance sheet flexibility, business prospects, the leverage of the Company, and other investment opportunities.

| October 1, 2023 to October 31, 2023 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 817,325,034 | |

| November 1, 2023 to November 30, 2023 | | | 8,323 | | | | | | 143.46 | | | | | | 8,323 | | | | | | 816,130,993 | | |

| December 1, 2023 to December 31, 2023 | | | — | | | | | | — | | | | | | — | | | | | | 816,130,993 | | |

| Total | | | 8,323 | | | | | | $ | 143.46 | | | | | 8,323 | | | | | | | | |

| Equity compensation plans approved by security holders | | | 2,741,164 | | | | | | $ | 101.20 | | | | | 5,526,792 | | |

| Total | | | 2,741,164 | | | | | | $ | 101.20 | | | | | 5,526,792 | | |

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

| AMETEK, Inc. | | | $ | 100.00 | | | | | $ | 148.26 | | | | | $ | 181.23 | | | | | $ | 221.68 | | | | | $ | 212.10 | | | | | $ | 251.99 | |

| S&P 500 Index | | | 100.00 | | | | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |

| S&P 500 Industrials | | | 100.00 | | | | | | 129.37 | | | | | | 143.68 | | | | | | 174.02 | | | | | | 164.49 | | | | | | 194.31 | | |

| October 1, 2022 to October 31, 2022 | | | 43 | | | | | | $ | 120.45 | | | | | 43 | | | | | | $ | 825,294,533 | |

| November 1, 2022 to November 30, 2022 | | | 10,202 | | | | | | 136.39 | | | | | | 10,202 | | | | | | 823,903,036 | | |

| December 1, 2022 to December 31, 2022 | | | — | | | | | | — | | | | | | — | | | | | | 823,903,036 | | |

| Total | | | 10,245 | | | | | | $ | 136.33 | | | | | 10,245 | | | | | | | | |

| Equity compensation plans approved by security holders | | | 3,059,845 | | | | | | $ | 79.46 | | | | | 6,118,226 | | |

| Total | | | 3,059,845 | | | | | | $ | 79.46 | | | | | 6,118,226 | | |

| AMETEK, Inc. | | | $ | 100.00 | | | | | $ | 94.11 | | | | | $ | 139.53 | | | | | $ | 170.55 | | | | | $ | 208.62 | | | | | $ | 199.60 | |

| S&P 500 Index | | | 100.00 | | | | | | 95.62 | | | | | | 125.72 | | | | | | 148.85 | | | | | | 191.58 | | | | | | 156.89 | | |

| S&P Industrials | | | 100.00 | | | | | | 86.71 | | | | | | 112.17 | | | | | | 124.59 | | | | | | 150.89 | | | | | | 142.63 | | |

[Table of [removed: Contents](#i04cdc30d9c2845a1b99ad97292b20d73_7)][added: Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)]

| [Reports of [removed: Management](#i04cdc30d9c2845a1b99ad97292b20d73_76)] [added: Management](#i1875a58fbc3b4fe5933e9c7f10f26f55_76)] | | | | | | [removed: [35](#i04cdc30d9c2845a1b99ad97292b20d73_76)] [added: [33](#i1875a58fbc3b4fe5933e9c7f10f26f55_76)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i04cdc30d9c2845a1b99ad97292b20d73_79)] [added: Firm](#i1875a58fbc3b4fe5933e9c7f10f26f55_79)] Ernst & Young LLP, Philadelphia, Auditor Firm ID: | | | 42 | | | [removed: [36](#i04cdc30d9c2845a1b99ad97292b20d73_79)] [added: [34](#i1875a58fbc3b4fe5933e9c7f10f26f55_79)] | | |

| [Consolidated Statement of Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i04cdc30d9c2845a1b99ad97292b20d73_82)] [added: 2021](#i1875a58fbc3b4fe5933e9c7f10f26f55_82)] | | | | | | [removed: [39](#i04cdc30d9c2845a1b99ad97292b20d73_82)] [added: [37](#i1875a58fbc3b4fe5933e9c7f10f26f55_82)] | | |

| [Consolidated Statement of Comprehensive Income for the years ended December 31, [removed: 2022, 2021 and 2020](#i04cdc30d9c2845a1b99ad97292b20d73_85)] [added: 202](#i1875a58fbc3b4fe5933e9c7f10f26f55_85)[3](#i1875a58fbc3b4fe5933e9c7f10f26f55_85)[, 202](#i1875a58fbc3b4fe5933e9c7f10f26f55_85)[2](#i1875a58fbc3b4fe5933e9c7f10f26f55_85) [and 202](#i1875a58fbc3b4fe5933e9c7f10f26f55_85)[1](#i1875a58fbc3b4fe5933e9c7f10f26f55_85)[](#i1875a58fbc3b4fe5933e9c7f10f26f55_85)] | | | | | | [removed: [40](#i04cdc30d9c2845a1b99ad97292b20d73_85)] [added: [38](#i1875a58fbc3b4fe5933e9c7f10f26f55_85)] | | |

| [Consolidated Balance Sheet at December 31, [removed: 202](#i04cdc30d9c2845a1b99ad97292b20d73_88)[2](#i04cdc30d9c2845a1b99ad97292b20d73_88)] [added: 202](#i1875a58fbc3b4fe5933e9c7f10f26f55_88)[3](#i1875a58fbc3b4fe5933e9c7f10f26f55_88)] [and [removed: 202](#i04cdc30d9c2845a1b99ad97292b20d73_88)[1](#i04cdc30d9c2845a1b99ad97292b20d73_88)[](#i04cdc30d9c2845a1b99ad97292b20d73_88)] [added: 202](#i1875a58fbc3b4fe5933e9c7f10f26f55_88)[2](#i1875a58fbc3b4fe5933e9c7f10f26f55_88)[](#i1875a58fbc3b4fe5933e9c7f10f26f55_88)] | | | | | | [removed: [41](#i04cdc30d9c2845a1b99ad97292b20d73_88)] [added: [39](#i1875a58fbc3b4fe5933e9c7f10f26f55_88)] | | |

| [Consolidated Statement of Stockholders’ Equity for the years ended December 31, [removed: 202](#i04cdc30d9c2845a1b99ad97292b20d73_91)[2](#i04cdc30d9c2845a1b99ad97292b20d73_91)[, 202](#i04cdc30d9c2845a1b99ad97292b20d73_91)[1](#i04cdc30d9c2845a1b99ad97292b20d73_91)] [added: 202](#i1875a58fbc3b4fe5933e9c7f10f26f55_91)[3](#i1875a58fbc3b4fe5933e9c7f10f26f55_91)[, 202](#i1875a58fbc3b4fe5933e9c7f10f26f55_91)[2](#i1875a58fbc3b4fe5933e9c7f10f26f55_91)] [and [removed: 20](#i04cdc30d9c2845a1b99ad97292b20d73_91)[20](#i04cdc30d9c2845a1b99ad97292b20d73_91)[](#i04cdc30d9c2845a1b99ad97292b20d73_91)] [added: 202](#i1875a58fbc3b4fe5933e9c7f10f26f55_91)[1](#i1875a58fbc3b4fe5933e9c7f10f26f55_91)[](#i1875a58fbc3b4fe5933e9c7f10f26f55_91)] | | | | | | [removed: [42](#i04cdc30d9c2845a1b99ad97292b20d73_91)] [added: [40](#i1875a58fbc3b4fe5933e9c7f10f26f55_91)] | | |

| [Consolidated Statement of Cash Flows for the years ended December 31, [removed: 202](#i04cdc30d9c2845a1b99ad97292b20d73_94)[2](#i04cdc30d9c2845a1b99ad97292b20d73_94)[, 202](#i04cdc30d9c2845a1b99ad97292b20d73_94)[1](#i04cdc30d9c2845a1b99ad97292b20d73_94)] [added: 202](#i1875a58fbc3b4fe5933e9c7f10f26f55_94)[3](#i1875a58fbc3b4fe5933e9c7f10f26f55_94)[, 202](#i1875a58fbc3b4fe5933e9c7f10f26f55_94)[2](#i1875a58fbc3b4fe5933e9c7f10f26f55_94)] [and [removed: 20](#i04cdc30d9c2845a1b99ad97292b20d73_94)[20](#i04cdc30d9c2845a1b99ad97292b20d73_94)[](#i04cdc30d9c2845a1b99ad97292b20d73_94)] [added: 202](#i1875a58fbc3b4fe5933e9c7f10f26f55_94)[1](#i1875a58fbc3b4fe5933e9c7f10f26f55_94)[](#i1875a58fbc3b4fe5933e9c7f10f26f55_94)] | | | | | | [removed: [43](#i04cdc30d9c2845a1b99ad97292b20d73_94)] [added: [41](#i1875a58fbc3b4fe5933e9c7f10f26f55_94)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i04cdc30d9c2845a1b99ad97292b20d73_97)] [added: Statements](#i1875a58fbc3b4fe5933e9c7f10f26f55_97)] | | | | | | [removed: [44](#i04cdc30d9c2845a1b99ad97292b20d73_97)] [added: [42](#i1875a58fbc3b4fe5933e9c7f10f26f55_97)] | | |

[Table of [removed: Contents](#i04cdc30d9c2845a1b99ad97292b20d73_7)][added: Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)]

The report of the Audit Committee is included in the Company’s Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, AMETEK, Inc. conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on that evaluation, our management concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

[removed: The] [added: In 2022, the] Company [removed: acquired] [added: spent $429.7 million in cash, net of cash acquired, to acquire] Navitar, [removed: Inc. ("Navitar")] [added: Inc.("Navitar")] in September 2022 and RTDS Technologies Inc. ("RTDS") in October 2022.

As permitted by the U.S. Securities and Exchange Commission staff interpretative guidance for newly acquired businesses, the Company excluded [removed: Navitar] [added: Bison, UEI, Amplifier Research,] and [removed: RTDS] [added: Paragon] from management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

[removed: Navitar,] [added: Bison, UEI, Amplifier Research,] and [removed: RTDS] [added: Paragon] constituted [removed: 3.5%] [added: 15.8%] of total assets as of December 31, [removed: 2022] [added: 2023] and [removed: 0.4%] [added: 1.7%] of net sales for the year then ended.

The Company’s internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

To the [added: Shareholders and the] Board of Directors [removed: and Stockholders] of AMETEK, [removed: Inc.:][added: Inc.]

We have audited AMETEK, Inc.’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, AMETEK, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on the COSO criteria.

As indicated in the accompanying *Management’s Report on Internal Control over Financial Reporting*, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of [removed: Navitar, Inc.] [added: Bison Gear & Engineering, United Electronic Industries, Amplifier Research Corp.,] and [removed: RTDS Technologies Inc.,] [added: Paragon Medical,] which are included in the [removed: 2022] [added: 2023] consolidated financial statements of the Company and constituted [removed: 3.5%] [added: 15.8%] of total assets as of December 31, [removed: 2022] [added: 2023] and [removed: 0.4%] [added: 1.7%] of net sales for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of [removed: Navitar, Inc.] [added: Bison Gear & Engineering, United Electronic Industries, Amplifier Research Corp.,] and [removed: RTDS Technologies Inc.][added: Paragon Medical.]

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of AMETEK, Inc. as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and our report dated February [removed: 21, 2023] [added: 22, 2024] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of AMETEK, Inc. (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 21, 2023] [added: 22, 2024] expressed an unqualified opinion thereon.

Critical Audit [removed: Matter][added: Matters]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit [removed: matter] [added: matters] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing a separate opinion on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

| *Description of the Matter* | | | | | | At December 31, [removed: 2022,] [added: 2023,] the Company’s indefinite lived intangible assets (other than goodwill) totaled [removed: $889.7] [added: $1,023.8] million, consisting of trademarks and trade names. As described in Note 1 to the consolidated financial statements, indefinite lived intangible assets are not amortized but are tested for impairment at least annually in the Company’s fourth quarter. Auditing management’s indefinite lived intangible asset impairment tests was complex and highly judgmental due to the significant measurement uncertainty in estimating the fair value of the trademarks and trade names. In particular, the fair value estimates were sensitive to significant assumptions such as discount rate, forecasted revenues and royalty rates, which are affected by expectations about future market or economic conditions. | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net sales | | | $ | [removed: 6,150,530] [added: 6,596,950] | | | | | $ | [removed: 5,546,514] [added: 6,150,530] | | | | | $ | [removed: 4,540,029] [added: 5,546,514] | |

| Cost of sales | | | [removed: 4,005,261] [added: 4,212,485] | | | | | | [removed: 3,633,900] [added: 4,005,261] | | | | | | [removed: 2,996,515] [added: 3,633,900] | | |

| Selling, general and administrative | | | [removed: 644,577] [added: 677,006] | | | | | | [removed: 603,944] [added: 644,577] | | | | | | [removed: 515,630] [added: 603,944] | | |

| Total operating expenses | | | [removed: 4,649,838] [added: 4,889,491] | | | | | | [removed: 4,237,844] [added: 4,649,838] | | | | | | [removed: 3,512,145] [added: 4,237,844] | | |

| Operating income | | | [removed: 1,500,692] [added: 1,707,459] | | | | | | [removed: 1,308,670] [added: 1,500,692] | | | | | | [removed: 1,027,884] [added: 1,308,670] | | |

| Interest expense | | | [removed: (83,186)] [added: (81,795)] | | | | | | [removed: (80,381)] [added: (83,186)] | | | | | | [removed: (86,062)] [added: (80,381)] | | |

| Other [removed: income (expense),] [added: (expense) income,] net | | | [removed: 11,186] [added: (19,252)] | | | | | | [removed: (5,119)] [added: 11,186] | | | | | | [removed: 140,487] [added: (5,119)] | | |

| Income before income taxes | | | [removed: 1,428,692] [added: 1,606,412] | | | | | | [removed: 1,223,170] [added: 1,428,692] | | | | | | [removed: 1,082,309] [added: 1,223,170] | | |

| Provision for income taxes | | | [removed: 269,150] [added: 293,224] | | | | | | [removed: 233,117] [added: 269,150] | | | | | | [removed: 209,870] [added: 233,117] | | |

| Net income | | | $ | [removed: 1,159,542] [added: 1,313,188] | | | | | $ | [removed: 990,053] [added: 1,159,542] | | | | | $ | [removed: 872,439] [added: 990,053] | |

The Company acquired 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.

| February 22, 2024 | | | | | | | | |

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

| | | | February 22, 2024 | | | | | |

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

To the Shareholders and Board of Directors of AMETEK, Inc.:

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

| | | | | | | Accounting for the Provisional Fair Value of the Intangibles from the Acquisition of Paragon Medical | | |

| *Description of the Matter* | | | | | | As described in Note 6 to the consolidated financial statements, the Company completed the acquisition of Paragon Medical in December 2023 for consideration of $1.9 billion, net of cash acquired. This acquisition has been accounted for as a business combination and the acquisition accounting was disclosed as provisional as of December 31, 2023. Auditing the Company’s estimated fair value of the acquired intangible assets for the acquisition of Paragon Medical was judgmental due to the subjectivity of the key inputs used by management in the internal valuation of the acquired identifiable intangible assets in the provisional purchase accounting. The key inputs to the fair value of the intangible assets of Paragon Medical included the comparison of the revenue growth and profitability of Paragon Medical compared to similar previous acquisitions by the Company. | | |

| | | | | | | | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s estimation of the fair value of the acquired intangible assets of Paragon Medical. For example, we tested controls over the valuation of acquired identifiable intangible assets including controls over management’s review of the key inputs described above. To test the provisional estimated fair value of the acquired intangible assets, we performed audit procedures that included, among others, assessing the reasonableness of the internal valuation utilized by management and comparing the key inputs in the internal valuation discussed above to previous comparable acquisitions of the Company. We also performed sensitivity analyses of the key inputs to evaluate the changes in the fair value estimates of the acquired identifiable intangible assets that would result from changes in the key inputs. | | |

| | | | | | | | | |

| | | | | | | | | |

| February 22, 2024 | | | | | | | | |

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

| | | | 2023 | | | | | | 2022 | | |

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

| Net income | | | $ | 1,313,188 | | | | | $ | 1,159,542 | | | | | $ | 990,053 | |

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

The Company completed its required annual impairment test in the fourth quarter of 2022 and determined that the carrying values of certain of the Company's trademarks and trade names with indefinite lives were impaired and as a result, during the fourth quarter of 2022, the Company recorded an immaterial non-cash impairment charge related to certain of the Company's trade names.

The

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

terms can be shorter or longer, not exceeding one year.

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

| Basic shares | | | 230,519 | | | | | | 230,208 | | | | | | 230,955 | | |

| Diluted shares | | | 231,509 | | | | | | 231,536 | | | | | | 232,813 | | |

*Recent Accounting Pronouncements*

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires disclosure of significant segment expenses and other segment items on an annual and interim basis under ASC 280.

The Company has not determined the impact ASU 2023-07 may have on the Company’s financial statement disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"), which improves income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

It also includes certain other amendments to improve the effectiveness of income tax disclosures.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024.

The ASU indicates that all entities will apply its guidance prospectively with an option for retroactive application to each period in the financial statements.

The Company has not determined the impact ASU 2023-09 may have on the Company’s financial statement disclosures.

| February 21, 2023 | | | | | | | | |

| | | | February 21, 2023 | | | | | |

AMETEK, Inc.

| | | | | | | | | | | | | | | | | | |

| Adoption of ASU 2016-13 | | | — | | | | | | — | | | | | | (360) | | |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The Company has no finance leases.

assessed are probable.

In these contracts, the amount of the variable consideration is allocated among the various performance obligations in the customer contract based on the relative standalone selling price of each performance obligation to the total standalone value of all the performance obligations.

*Recently Adopted Accounting Pronouncement*

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 8050): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which provides a single comprehensive accounting model for the acquisition of contract balances under ASC 805.

The adoption of ASU 2021-08 did not impact the Company’s consolidated results of operations, financial position, cash flows or financial statement disclosures.

| | | | 2020 | | | | | | | | | | | | | | |

| United States | | | $ | 1,513,967 | | | | | $ | 816,159 | | | | | $ | 2,330,126 | |

| United Kingdom | | | 54,158 | | | | | | 117,469 | | | | | | 171,627 | | |

| European Union countries | | | 371,884 | | | | | | 324,203 | | | | | | 696,087 | | |

| Asia | | | 769,532 | | | | | | 189,987 | | | | | | 959,519 | | |

| Other foreign countries | | | 280,387 | | | | | | 102,283 | | | | | | 382,670 | | |

| Total international | | | 1,475,961 | | | | | | 733,942 | | | | | | 2,209,903 | | |

| Consolidated net sales | | | $ | 2,989,928 | | | | | $ | 1,550,101 | | | | | $ | 4,540,029 | |

| Aerospace and power | | | 790,761 | | | | | | 466,343 | | | | | | 1,257,104 | | |

| Products transferred at a point in time | | | $ | 2,427,254 | | | | | $ | 1,390,574 | | | | | $ | 3,817,828 | |

| Products and services transferred over time | | | 562,674 | | | | | | 159,527 | | | | | | 722,201 | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2021 | | | | | | | | | | | | | | | | | | | | |

At December 31, 2021 the Company had no foreign currency forward contracts outstanding.

Acquisitions and Divestiture

The Company spent $429.7 million in cash, net of cash acquired, to acquire Navitar, Inc.("Navitar") in September 2022 and RTDS Technologies Inc. ("RTDS") in October 2022.

Navitar's market leading optical components and solutions complement the Company's existing optics portfolio.

RTDS' products and solutions complement the Company's existing power instruments businesses.

EGS is an automation solutions

In 2020, the Company spent $116.5 million in cash, net of cash acquired, to acquire IntelliPower in January 2020.

IntelliPower designs and manufactures a broad portfolio of ruggedized solutions including uninterruptible power systems, external battery packs, power distribution units and power conditioners.

IntelliPower was privately held and is headquartered in Orange, California.

IntelliPower is part of EIG.

*Divestiture*

The Company completed its sale of Reading Alloys to Kymera International in March 2020 for net cash proceeds of $245.3 million.

The transaction resulted in a pre-tax gain of $141.0 million, recorded in Other Income (expense) in the Consolidated Statement of Income, and income tax expense of $31.4 million in connection with the sale.

Reading Alloys revenue and costs were reported within the EMG segment through the date of sale.

| Balance at December 31, 2020 | | | $ | 3,050.3 | | | | | $ | 1,174.6 | | | | | $ | 4,224.9 | |

Under the supervision and with the participation of our management, including the Company’s principal executive officer and principal financial officer, we have evaluated the effectiveness of our system of disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of December 31, [removed: 2022.][added: 2023.]

Such evaluation did not identify any change in the Company’s internal control over financial reporting during the quarter ended December 31, [removed: 2022] [added: 2023] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

*Insider Trading Arrangements and Policies*

During the quarter ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

None

[Table of Contents](#i04cdc30d9c2845a1b99ad97292b20d73_7)

PART III

None.

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

PART III

Information with respect to Directors of the Company is set forth under the heading “Election of Directors” in the Company’s Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders and is incorporated herein by reference.

Information with respect to executive officers of the Company is set forth under the heading “Executive Officers” in the Company’s Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders and is incorporated herein by reference.

Information concerning the audit committee of the Company is set forth under the heading “Committees of the Board” in the Company’s Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders and is incorporated herein by reference.

Information concerning the audit committee financial experts of the Company is set forth under the heading “Committees of the Board” in the Company’s Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders and is incorporated herein by reference.

Information concerning any material changes to the way in which security holders may recommend nominees to the Company’s Board of Directors is set forth under the heading “Information about the [removed: 2024] [added: 2025] Annual Meeting” in the Company’s Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders and is incorporated herein by reference.

Information regarding executive compensation, including the “Compensation Discussion and Analysis,” the “Compensation Committee Report,” “Compensation Tables” and “Potential Payments Upon Termination or Change of Control” is set forth under the heading “Executive Compensation” in the Company’s Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders and is incorporated herein by reference.

[Table of [removed: Contents](#i04cdc30d9c2845a1b99ad97292b20d73_7)][added: Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)]

Information regarding security ownership of certain beneficial owners and management appearing under “Stock Ownership of Executive Officers and Directors” and “Beneficial Ownership of Principal Stockholders” in the Company’s Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders is incorporated herein by reference.

Information appearing under “Certain Relationships and Related Transactions” and “Independence” in the Company’s Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders is incorporated herein by reference.

Information appearing under “Ratification of Appointment of Independent Registered Public Accounting Firm” in the Company’s Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders is incorporated herein by reference.

[Table of [removed: Contents](#i04cdc30d9c2845a1b99ad97292b20d73_7)][added: Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)]

[Table of [removed: Contents](#i04cdc30d9c2845a1b99ad97292b20d73_7)][added: Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)]

| [removed: 10.8†] [added: 10.8*] | | | [removed: [Termination] [added: [Amended] and [added: Restated Termination and] Change of Control Agreement between AMETEK, Inc. and a named executive, dated [removed: May 8, 2017.](https://www.sec.gov/Archives/edgar/data/1037868/000119312517162231/d383196dex101.htm)] [added: February 19, 2024.](https://www.sec.gov/Archives/edgar/data/1037868/000103786824000009/ex108changeofcontrolamendr.htm)] | | | [removed: Exhibit 10.1 to Form 10-Q dated March 31, 2017, SEC File No. 1-12981.] | | |

| [removed: 10.28] [added: 10.28†] | | | [AMETEK, Inc. 2020 Omnibus Incentive Compensation Plan Form of Performance Restricted Stock Unit Award for Chief Executive Officer](https://www.sec.gov/Archives/edgar/data/1037868/000103786820000006/a101prsuceo2420.htm) | | | Exhibit 10.1 to Form 10-Q dated March 31, 2021, SEC File No. 1-12981. | | |

| [removed: 10.29] [added: 10.29†] | | | [AMETEK, Inc. 2020 Omnibus Incentive Compensation Plan Form of Performance Restricted Stock Unit Award](https://www.sec.gov/Archives/edgar/data/1037868/000103786820000006/a102prsuusemployees2420.htm) | | | Exhibit 10.2 to Form 10-Q dated March 31, 2021, SEC File No. 1-12981. | | |

| [removed: 10.30] [added: 10.30†] | | | [AMETEK, Inc. 2020 Omnibus Incentive Compensation Plan Form of Restricted Stock Award for Chief Executive Officer](https://www.sec.gov/Archives/edgar/data/1037868/000103786820000006/a103rsaceo2420.htm) | | | Exhibit 10.3 to Form 10-Q dated March 31, 2021, SEC File No. 1-12981. | | |

| [removed: 10.31] [added: 10.31†] | | | [AMETEK, Inc. 2020 Omnibus Incentive Compensation Plan Form of Restricted Stock Award for Non-Employee Directors](https://www.sec.gov/Archives/edgar/data/1037868/000103786820000006/a104rsaboard2yearcliff.htm) | | | Exhibit 10.4 to Form 10-Q dated March 31, 2021, SEC File No. 1-12981. | | |

| [removed: 10.32] [added: 10.32†] | | | [AMETEK, Inc. 2020 Omnibus Incentive Compensation Plan Form of Restricted Stock Award](https://www.sec.gov/Archives/edgar/data/1037868/000103786820000006/a105rsausemployees2420.htm) | | | Exhibit 10.5 to Form 10-Q dated March 31, 2021, SEC File No. 1-12981. | | |

| [removed: 10.33] [added: 10.33†] | | | [AMETEK, Inc. 2020 Omnibus Incentive Compensation Plan Form of Global Non-Qualified Stock Option Award for Chief Executive Officer](https://www.sec.gov/Archives/edgar/data/1037868/000103786820000006/a106optionagreementceo.htm) | | | Exhibit 10.6 to Form 10-Q dated March 31, 2021, SEC File No. 1-12981. | | |

| [removed: 10.34] [added: 10.34†] | | | [AMETEK, Inc. 2020 Omnibus Incentive Compensation Plan Form of Global Non-Qualified Stock Option Award](https://www.sec.gov/Archives/edgar/data/1037868/000103786820000006/a107optionagreementemp.htm) | | | Exhibit 10.7 to Form 10-Q dated March 31, 2021, SEC File No. 1-12981. | | |

| [removed: 10.35*] [added: 10.35†] | | | [Amendment No. 1 to AMETEK Inc. 2020 Omnibus Incentive Compensation Plan](https://www.sec.gov/Archives/edgar/data/1037868/000103786823000012/ex1035amendcompplan2020.htm) | | | [added: Exhibit 10.35 to Form 10-K dated December 31, 2022, SEC File No. 1-12981.] | | |

| 21* | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1037868/000103786823000012/ame-20221231xex21.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1037868/000103786824000009/ame-20231231xex21.htm)] | | | | | |

| 23* | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1037868/000103786823000012/ame-20221231xex23.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1037868/000103786824000009/ame-20231231xex23.htm)] | | | | | |

| 31.1* | | | [Certification of Chief Executive Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1037868/000103786823000012/ame-20221231xexx311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1037868/000103786824000009/ame-20231231xexx311.htm)] | | | | | |

| 31.2* | | | [Certification of Chief Financial Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1037868/000103786823000012/ame-20221231xexx312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1037868/000103786824000009/ame-20231231xexx312.htm)] | | | | | |

| 32.1* | | | [Certification of Chief Executive Officer, Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1037868/000103786823000012/ame-20221231xexx321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1037868/000103786824000009/ame-20231231xexx321.htm)] | | | | | |

| 32.2* | | | [Certification of Chief Financial Officer, Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1037868/000103786823000012/ame-20221231xexx322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1037868/000103786824000009/ame-20231231xexx322.htm)] | | | | | |

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

| 10.36* | | | [AMETEK, Inc. 2020 Omnibus Incentive Compensation Plan, Form of Restricted Stock Unit Award for Non-U.S. Recipients](https://www.sec.gov/Archives/edgar/data/1037868/000103786824000009/ex1036rsanon-us.htm) | | | | | |

| 10.37* | | | [AMETEK, Inc. 2020 Omnibus Incentive Compensation Plan and 2020 France Option Sub-Plan Form of France Non-Qualified Stock Option Award](https://www.sec.gov/Archives/edgar/data/1037868/000103786824000009/ex1037optionsfrance.htm) | | | | | |

| 10.38* | | | [AMETEK, Inc. 2020 Omnibus Incentive Compensation Plan Form of Global Non-Qualified Stock Option Award](https://www.sec.gov/Archives/edgar/data/1037868/000103786824000009/exhibit1038globalnon-qualso.htm) [- 202](https://www.sec.gov/Archives/edgar/data/1037868/000103786824000009/exhibit1038globalnon-qualso.htm)[4](https://www.sec.gov/Archives/edgar/data/1037868/000103786824000009/exhibit1038globalnon-qualso.htm) [version](https://www.sec.gov/Archives/edgar/data/1037868/000103786824000009/exhibit1038globalnon-qualso.htm) | | | | | |

| 10.39* | | | [AMETEK, Inc. 2020 Omnibus Incentive Compensation Plan Form of Global Non-Qualified Stock Option Award for Chief Executive Officer](https://www.sec.gov/Archives/edgar/data/1037868/000103786824000009/exhibit1039optionsnq-ceo.htm) [](https://www.sec.gov/Archives/edgar/data/1037868/000103786824000009/exhibit1039optionsnq-ceo.htm)[\- 202](https://www.sec.gov/Archives/edgar/data/1037868/000103786824000009/exhibit1039optionsnq-ceo.htm)[4](https://www.sec.gov/Archives/edgar/data/1037868/000103786824000009/exhibit1039optionsnq-ceo.htm) [ver](https://www.sec.gov/Archives/edgar/data/1037868/000103786824000009/exhibit1039optionsnq-ceo.htm)[sion](https://www.sec.gov/Archives/edgar/data/1037868/000103786824000009/exhibit1039optionsnq-ceo.htm) | | | | | |

| 97.1* | | | [Executive Compensation Recoupment Policy in Restatement Situations](https://www.sec.gov/Archives/edgar/data/1037868/000103786824000009/ex971execcomprecouppolicy.htm) | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

[Table of [removed: Contents](#i04cdc30d9c2845a1b99ad97292b20d73_7)][added: Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)]

| Date : February [removed: 21, 2023] [added: 22, 2024] | | | | | | | | |

| /s/ DAVID A. ZAPICO | | | | | | Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) | | | | | | February [removed: 21, 2023] [added: 22, 2024] | | |

| /s/ WILLIAM J. BURKE | | | | | | Executive Vice President – Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 21, 2023] [added: 22, 2024] | | |

| /s/ THOMAS M. MONTGOMERY | | | | | | Senior Vice President – Comptroller (Principal Accounting Officer) | | | | | | February [removed: 21, 2023] [added: 22, 2024] | | |

| /s/ THOMAS A. AMATO | | | | | | Director | | | | | | February [removed: 21, 2023] [added: 22, 2024] | | |

| /s/ TOD E. CARPENTER | | | | | | Director | | | | | | February [removed: 21, 2023] [added: 22, 2024] | | |

| /s/ ANTHONY J. CONTI | | | | | | Director | | | | | | February [removed: 21, 2023] [added: 22, 2024] | | |

| /s/ STEVEN W. KOHLHAGEN | | | | | | Director | | | | | | February [removed: 21, 2023] [added: 22, 2024] | | |

| /s/ GRETCHEN W. MCCLAIN | | | | | | Director | | | | | | February [removed: 21, 2023] [added: 22, 2024] | | |

| /s/ KARLEEN M. OBERTON | | | | | | Director | | | | | | February [removed: 21, 2023] [added: 22, 2024] | | |

| /s/ DEAN SEAVERS | | | | | | Director | | | | | | February [removed: 21, 2023] [added: 22, 2024] | | |

| /s/ SUZANNE L. STEFANY | | | | | | Director | | | | | | February [removed: 21, 2023] [added: 22, 2024] | | |