Ametek (AME) 10-K risk factor changes: FY2024 vs FY2023

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

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International sales for [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] represented 47.4% [removed: and 48.7%] of our consolidated net [removed: sales, respectively.][added: sales.]

As of December 31, [removed: 2023,] [added: 2024,] we have manufacturing operations in 20 countries outside the United States, with significant operations in Canada, China, France, Germany, Mexico, Serbia, Poland and the United Kingdom.

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

In addition, our consolidated financial statements are presented in U.S. dollars, and we must translate our assets, liabilities, sales and [removed: expenses into U.S. dollars for external reporting purposes.]

[removed: There can be] no assurance that our business will not be adversely affected by increased competition in the markets in which it operates or that our products will be able to compete successfully with those of our competitors.

In any such [removed: circumstances] [added: circumstances,] our system redundancy and other disaster recovery planning may be ineffective or inadequate.

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

In addition, new laws and regulations, new classification of hazardous materials, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination or the imposition of new clean-up requirements could require us to incur costs or become the basis for new or increased liabilities that [removed: could have a material adverse effect on our business, financial condition and results of operations.]

[added: 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: 2023,] [added: 2024,] goodwill and other intangible assets, net of accumulated amortization, totaled [removed: $10,612.9] [added: $10,471.1] million or [removed: 71%] [added: 72%] of our total assets.

[removed: Any] determination requiring the impairment of a significant portion of goodwill or other intangible assets would negatively affect our financial condition and results of operations.

product introductions and customer inventory levels.

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expenses into U.S. dollars for external reporting purposes.

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There can be

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could have a material adverse effect on our business, financial condition and results of operations.

Any

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customer order patterns, which may be affected by announced price changes, changes in incentive programs, new product introductions and customer inventory levels.

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

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

In [removed: 2023,] [added: 2024,] the Company posted record sales, operating income, [removed: operating margins,] net income, diluted earnings per share, [removed: orders, backlog,] and operating cash flow.

Positive market trends, the Company's [removed: record] backlog, contributions from recent acquisitions, and continued focus on and implementation of Operational Excellence initiatives had a positive impact on [removed: 2023] [added: 2024] results.

Highlights in [removed: 2023] [added: 2024] were:

- Net sales for [removed: 2023] [added: 2024] were a record [removed: $6,597.0] [added: $6,941.2] million, an increase of [removed: $446.5] [added: $344.2] million or [removed: 7.3%,] [added: 5.2%,] compared with net sales of [removed: $6,150.5] [added: $6,597.0] million in [removed: 2022.][added: 2023.]

The increase in net sales for [removed: 2023] [added: 2024] was due to a [removed: 4% organic sales increase and a 3%] [added: 7%] increase from [removed: acquisitions.][added: acquisitions, partially offset by a 2% organic sales decline.]

- Net income for [removed: 2023] [added: 2024] was a record [removed: $1,313.2] [added: $1,376.1] million, an increase of [removed: $153.7] [added: $62.9] million or [removed: 13.3%,] [added: 4.8%,] compared with [removed: $1,159.5] [added: $1,313.2] million in [removed: 2022.][added: 2023.]

- Diluted earnings per share for [removed: 2023] [added: 2024] were a record [removed: $5.67,] [added: $5.93,] an increase of [removed: $0.66] [added: $0.26] or [removed: 13.2%,] [added: 4.5%,] compared with [removed: $5.01] [added: $5.67] per diluted share in [removed: 2022.][added: 2023.]

- Cash provided by operating activities totaled a record [removed: $1,735.3] [added: $1,828.8] million in [removed: 2023,] [added: 2024,] an increase of [removed: $585.9] [added: $93.5] million or [removed: 51.0%,] [added: 5.4%,] compared with cash provided by operating activities of [removed: $1,149.4] [added: $1,735.3] million in [removed: 2022.][added: 2023.]

- The Company's backlog of unfilled orders at December 31, [removed: 2023] [added: 2024] was [removed: a record $3,534.1] [added: $3,403.2] million.

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- EBITDA (earnings before interest, income taxes, depreciation, and amortization) was a record [removed: $2,014.7] [added: $2,151.6] million in [removed: 2023,] [added: 2024,] compared with [removed: $1,829.7] [added: $2,014.7] million in [removed: 2022.][added: 2023.]

- The Company continued its emphasis on investment in research, development and engineering, spending [removed: $351.7] [added: $371.9] million in [removed: 2023.][added: 2024.]

Approximately [removed: 25%] [added: 27%] of sales in [removed: 2023] [added: 2024] were from products introduced in the past three years.

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

The following “Results of Operations of the year ended December 31, [removed: 2023] [added: 2024] compared with the year ended December 31, [removed: 2022”] [added: 2023”] 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: 2022] [added: 2023] compared to the year ended December 31, [removed: 2021] [added: 2022] can be found under Item 7 in our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2022,] [added: 2023,] filed with the Securities and Exchange Commission on February [removed: 21, 2023.][added: 22, 2024.]

Results of Operations for the year ended December 31, [removed: 2023] [added: 2024] compared with the year ended December 31, [removed: 2022][added: 2023]

Net sales for [removed: 2023] [added: 2024] were [removed: $6,597.0] [added: $6,941.2] million, an increase of [removed: $446.5] [added: $344.2] million or [removed: 7.3%,] [added: 5.2%,] compared with net sales of [removed: $6,150.5] [added: $6,597.0] million in [removed: 2022.][added: 2023.]

EIG net sales were [removed: $4,624.3] [added: $4,659.9] million in [removed: 2023,] [added: 2024,] an increase of [removed: 9.3%,] [added: 0.8%,] compared with [removed: $4,229.4] [added: $4,624.3] million in [removed: 2022.][added: 2023.]

EMG net sales were [removed: $1,972.7] [added: $2,281.3] million in [removed: 2023,] [added: 2024,] an increase of [removed: 2.7%,] [added: 15.6%,] compared with [removed: $1,921.2] [added: $1,972.7] million in [removed: 2022.][added: 2023.]

Total international sales for [removed: 2023] [added: 2024] were [removed: $3,128.2] [added: $3,291.7] million or 47.4% of net sales, an increase of [removed: $131.9] [added: $163.5] million or [removed: 4.4%,] [added: 5.2%,] compared with international sales of [removed: $2,996.3] [added: $3,128.2] million or [removed: 48.7%] [added: 47.4%] of net sales in [removed: 2022.][added: 2023.]

[added: The increase in] international sales was primarily driven by strong demand in Europe and [removed: Asia] [added: Asia,] as well as contributions from [removed: recent] [added: the 2023] acquisitions.

Export shipments from the United States, which are included in total international sales, were [removed: $1,732.4] [added: $1,880.8] million in [removed: 2023,] [added: 2024,] an increase of [removed: $43.7] [added: $148.4] million or [removed: 2.6%,] [added: 8.6%,] compared with [removed: $1,688.7] [added: $1,732.4] million in [removed: 2022.][added: 2023.]

The [removed: increase] [added: decrease] in orders was due to a [removed: 7% increase from acquisitions,] [added: 2% organic order decrease,] a 1% [removed: favorable] [added: unfavorable] effect of foreign currency translation, partially offset by [removed: an organic order decrease.][added: a 2% increase from acquisitions.]

The Company’s backlog of unfilled orders at December 31, [removed: 2023] [added: 2024] was [removed: a record $3,534.1] [added: $3,403.2] million, [removed: an increase] [added: a decrease] of [removed: $315.5] [added: $130.9] million or [removed: 9.8%,] [added: 3.7%,] compared with [removed: $3,218.6] [added: $3,534.1] million at December 31, [removed: 2022.][added: 2023.]

Segment operating income for [removed: 2023] [added: 2024] was [removed: $1,807.5] [added: $1,884.9] million, an increase of [removed: $214.2] [added: $77.4] million or [removed: 13.4%,] [added: 4.3%,] compared with segment operating income of [removed: $1,593.3] [added: $1,807.5] million in [removed: 2022.][added: 2023.]

Segment operating income, as a percentage of net sales, [removed: increased] [added: decreased] to [removed: 27.4%] [added: 27.2%] in [removed: 2023,] [added: 2024,] compared with [removed: 25.9%] [added: 27.4%] in [removed: 2022.][added: 2023.]

Cost of sales for [removed: 2023] [added: 2024] was [removed: $4,212.5] [added: $4,464.7] million or [removed: 63.9%] [added: 64.3%] of net sales, an increase of [removed: $207.2] [added: $252.2] million or [removed: 5.2%,] [added: 6.0%,] compared with [removed: $4,005.3] [added: $4,212.5] million or [removed: 65.1%] [added: 63.9%] of net sales for [removed: 2022.][added: 2023.]

Selling, general and administrative expenses for [removed: 2023] [added: 2024] were [removed: $677.0] [added: $696.9] million or [removed: 10.3%] [added: 10.0%] of net sales, an increase of [removed: $32.4] [added: $19.9] million or [removed: 5.0%,] [added: 2.9%,] compared with [removed: $644.6] [added: $677.0] million or [removed: 10.5%] [added: 10.3%] of net sales in [removed: 2022.][added: 2023.]

General and administrative expenses for [removed: 2023] [added: 2024] were [removed: $100.1] [added: $105.3] million, compared with [removed: $92.6] [added: $100.1] million in [removed: 2022.][added: 2023.]

Consolidated operating income was [removed: $1,707.5] [added: $1,779.6] million or [removed: 25.9%] [added: 25.6%] of net sales for [removed: 2023,] [added: 2024,] an increase of [removed: $206.8] [added: $72.1] million or [removed: 13.8%,] [added: 4.2%,] compared with [removed: $1,500.7] [added: $1,707.5] million or [removed: 24.4%] [added: 25.9%] of net sales in [removed: 2022.][added: 2023.]

Other expense, net was [removed: $19.3] [added: $5.1] million for [removed: 2023,] [added: 2024,] compared with [removed: $11.2] [added: $19.3] million of other [removed: income] [added: expense] in [removed: 2022,] [added: 2023,] a change of [removed: $30.5] [added: $14.2] million.

During [removed: 2023,] [added: 2024,] the Company recorded [removed: lower] [added: higher] pension income of [removed: $21.1] [added: $6.5] million and [removed: higher] [added: lower] acquisition-related due diligence expense compared to [removed: 2022.][added: 2023.]

The effective tax rate for [removed: 2023] [added: 2024] was [removed: 18.3%,] [added: 17.2%,] compared with [removed: 18.8%] [added: 18.3%] in [removed: 2022.][added: 2023.]

Net income for [removed: 2023] [added: 2024] was [removed: $1,313.2] [added: $1,376.1] million, an increase of [removed: $153.7] [added: $62.9] million or [removed: 13.3%,] [added: 4.8%,] compared with [removed: $1,159.5] [added: $1,313.2] million in [removed: 2022.][added: 2023.]

Diluted earnings per share for [removed: 2023] [added: 2024] were [removed: $5.67,] [added: $5.93,] an increase of [removed: $0.66] [added: $0.26] or [removed: 13.2%,] [added: 4.5%,] compared with [removed: $5.01] [added: $5.67] per diluted share in [removed: 2022.][added: 2023.]

EIG’s net sales totaled [removed: $4,624.3] [added: a record $4,659.9] million for [removed: 2023,] [added: 2024,] an increase of [removed: $394.9] [added: $35.6] million or [removed: 9.3%,] [added: 0.8%,] compared with [removed: $4,229.4] [added: $4,624.3] million in [removed: 2022.][added: 2023.]

The net sales increase was due to a [removed: 6% organic sales increase and a 3%] [added: 2%] increase from [removed: acquisitions.][added: acquisitions, partially offset by a 1% organic sales decrease.]

EIG’s operating income was [removed: $1,311.0] [added: a record $1,428.4] million for [removed: 2023,] [added: 2024,] an increase of [removed: $221.3] [added: $117.4] million or [removed: 20.3%,] [added: 9.0%,] compared with [removed: $1,089.7] [added: $1,311.0] million in [removed: 2022.][added: 2023.]

EIG’s operating margins were [removed: 28.3%] [added: a record 30.7%] of net sales for [removed: 2023,] [added: 2024,] compared with [removed: 25.8%] [added: 28.3%] of net sales in [removed: 2022.][added: 2023.]

- In October 2024, the Company spent $117.5 million in cash, net of cash acquired, to purchase Virtek Vision International ("Virtek"), a leading provider of advanced laser-based projection and inspection systems.

*•*In the third quarter of 2024, the Company paid in full, at maturity, a $300 million in aggregate principal amount of 3.73% senior notes.

Orders for 2024 were $6,810.3 million, a decrease of $102.1 million or 1.5% compared with $6,912.4 million in 2023.

The organic orders decrease is due to customer inventory normalization in our automation and engineered solutions core businesses.

Segment operating income and operating margins in 2024 included $29.2 million of integration costs related to the Paragon acquisition, which negatively impacted segment operating margins by 40 basis points.

The dilutive impact of the 2023 acquisitions negatively impacted segment operating margins by 110 basis points in 2024.

Excluding the dilutive impact of the 2023 acquisitions and the Paragon integration costs, segment operating margins increased 130 basis points compared to 2023, due to the continued benefits from the Company's Operational Excellence initiatives.

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The organic sales decrease for 2024 is due to customer inventory normalization in our automation and engineered solutions core businesses.

EMG's operating income and operating margins for 2024 included $29.2 million of integration costs related to the Paragon acquisition, which negatively impacted segment operating margins by 130 basis points.

Excluding the dilutive impact of the 2023 acquisitions and the Paragon integration costs, EMG operating margins decreased 120 basis points compared to 2023, due to the organic sales decrease discussed above.

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In 2024, total borrowings decreased by $1,189.7 million, compared with an increase of $892.3 million in 2023.

In the third quarter of 2024, the Company paid in full, at maturity, a $300 million in aggregate principal amount of 3.73% senior notes.

*Subsequent Events*

On January 6, 2025, the Company established a commercial paper program under which it may issue short-term, unsecured commercial paper notes.

Amounts available under the commercial paper program may be borrowed, repaid and re-borrowed, with the aggregate face or principal amount of the notes outstanding under the commercial paper program at any time not to exceed $2.3 billion.

The notes will have maturities of up to 364 days from the date of issue.

The Company intends the commercial paper program to provide additional financing flexibility for various purposes including acquisitions.

The Company expects that outstanding indebtedness of the Company under both the revolving credit facility and the commercial paper program will not exceed $2.3 billion at any time.

This new authorization replaces the previous $1 billion share repurchase authorization approved in May 2022.

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*Acquisition subsequent to December 31, 2024*

In January 2025, the Company acquired Kern Microtechnik ("Kern"), a leading manufacturer of high-precision machining and optical inspection solutions supporting a wide range of applications within the medical, semiconductor, research, and space markets.

Kern has annual sales of approximately 50 million Euros.

Kern will join EIG.

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evaluating the Company.

| | | | 2024 | | | | | | 2023 | | |

Below are the policies used in preparing

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The Company elected to bypass performing the qualitative screen and performed a quantitative analysis of the goodwill impairment test in the current year.

The Company may elect to perform a qualitative analysis in future periods.

While there are always changes in assumptions to reflect changing business and market

conditions, the Company’s overall methodology and the population of assumptions used have remained

unchanged.

In order to evaluate the sensitivity of the goodwill impairment test to changes in the fair value

calculations, the Company applied a hypothetical 10% decrease in fair values of each reporting unit.

The

2024 results (expressed as a percentage of carrying value for the respective reporting unit) showed that,

- During 2023, the Company spent $2,237.9 million in cash, net of cash acquired, to purchase four businesses:

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

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

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

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

| | | | (In thousands) | | | | | | | | | | | | | | |

| Net sales: | | | | | | | | | | | | | | | | | |

| Electronic Instruments | | | $ | 4,624,250 | | | | | $ | 4,229,353 | | | | | $ | 3,763,758 | |

| Electromechanical | | | 1,972,700 | | | | | | 1,921,177 | | | | | | 1,782,756 | | |

| Consolidated net sales | | | $ | 6,596,950 | | | | | $ | 6,150,530 | | | | | $ | 5,546,514 | |

| Operating income and income before income taxes: | | | | | | | | | | | | | | | | | |

| Segment operating income: | | | | | | | | | | | | | | | | | |

| Electronic Instruments | | | $ | 1,310,962 | | | | | $ | 1,089,729 | | | | | $ | 958,183 | |

| Electromechanical | | | 496,569 | | | | | | 503,593 | | | | | | 437,378 | | |

| Total segment operating income | | | 1,807,531 | | | | | | 1,593,322 | | | | | | 1,395,561 | | |

| Corporate administrative expenses | | | (100,072) | | | | | | (92,630) | | | | | | (86,891) | | |

| Consolidated operating income | | | 1,707,459 | | | | | | 1,500,692 | | | | | | 1,308,670 | | |

| Interest expense | | | (81,795) | | | | | | (83,186) | | | | | | (80,381) | | |

| Other (expense) income, net | | | (19,252) | | | | | | 11,186 | | | | | | (5,119) | | |

| Consolidated income before income taxes | | | $ | 1,606,412 | | | | | $ | 1,428,692 | | | | | $ | 1,223,170 | |

______________________

The increase in

Orders for 2023 were $6,912.4 million, an increase of $273.3 million or 4.1% compared with $6,639.1 million in 2022.

Segment operating income and operating margins were positively impacted by the increase in sales discussed above, which was primarily driven by our higher margin businesses, as well as continued benefits from the Company's Operational Excellence initiatives.

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

In 2022, EMG's operating income included a $7.1 million gain on the sale of a facility, which increased EMG operating margins by 40 basis points.

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

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.

In November 2021, the Company further amended the Credit Agreement to address the cessation of LIBOR on certain currencies.

Company.

This authorization replaces an earlier $500 million share repurchase authorization approved by the Board in February 2019.

*Subsequent Event*

In 2023, approximately 64% of capital expenditures were for improvements to existing equipment or additional equipment to increase productivity and expand capacity.

When testing goodwill for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely

The Company’s primary exposures to market risk are fluctuations in interest [removed: rates,] [added: rates and] foreign currency exchange [removed: rates and commodity prices,] [added: rates,] which could impact its financial condition and results of operations.

[removed: Exposure] [added: In the event a natural hedge is not available, the Company takes steps] to [added: mitigate] foreign currency [removed: rate fluctuation is modest, monitored, and when possible, mitigated] [added: risk] through the use of local borrowings and occasional derivative financial instruments in the [removed: foreign] currency affected.

Based on a hypothetical ten percent adverse movement in interest [removed: rates, commodity prices] [added: rates] or foreign currency exchange rates, the Company’s best estimate is that the potential losses in future earnings, fair value of risk-sensitive financial instruments and cash flows are not material, although the actual effects may differ materially from the hypothetical analysis.

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The Company evaluates foreign currency exposures on a centralized basis and aims to balance, where possible, non-functional currency denominated assets to non-functional currency denominated liabilities to have a natural hedge and minimize foreign exchange impacts.

The primary commodities to which the Company has market exposure are raw material purchases of nickel, aluminum, copper, steel, titanium, and gold.

Exposure to price changes in these commodities are generally mitigated through adjustments in selling prices of the ultimate product and purchase order pricing arrangements, although forward contracts are sometimes used to manage some of those exposures.

Electromechanical is a differentiated supplier of precision motion control solutions, [added: highly engineered medical components and devices,] thermal management systems, specialty metals and electrical interconnects.

In its effort to achieve best-cost manufacturing, AMETEK [removed: had] [added: has] operating facilities, as of December 31, [removed: 2023,] [added: 2024,] in China, Czechia, Malaysia, Mexico, and Serbia.

AMETEK senior management has extensive industry experience and an average of approximately [removed: 25] [added: 23] years of AMETEK service.

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

They also have played a key role in achieving synergies [removed: from] [added: with] newly acquired companies.

Since the beginning of [removed: 2019] [added: 2020] through December 31, [removed: 2023,] [added: 2024,] AMETEK has completed [removed: 15] [added: 14] acquisitions with annualized sales totaling approximately [removed: $1.6] [added: $1.4] billion.

[removed: Through these and prior acquisitions,] AMETEK’s management team has developed considerable skill in identifying, acquiring and integrating new businesses.

AMETEK has [removed: historically] experienced [added: significant] growth outside the United States, reflecting an expanding international customer base, investments in its global infrastructure and the attractive growth potential of its businesses in overseas markets.

In [removed: 2023,] [added: 2024,] AMETEK added to its highly differentiated product portfolio with a range of new products across many of its businesses.

[removed: This cash flow supports AMETEK’s capital] deployment strategy with its primary focus on strategic, value-enhancing acquisitions.

In [removed: 2023,] [added: 2024,] the Company posted record sales, operating income, [removed: operating margins,] net income, diluted earnings per share, [removed: orders, backlog,] and operating cash flow.

The Company achieved these results from [removed: organic sales growth,] contributions from recent acquisitions, as well as the Company's Operational Excellence initiatives.

In [removed: 2023,] [added: 2024,] the Company achieved record sales of [removed: $6,597.0] [added: $6,941.2] million, an increase of [removed: 7.3% from 2022 due to a 4% organic sales increase and a 3% increase] [added: 5.2%] from [removed: acquisitions.][added: 2023.]

Diluted earnings per share for [removed: 2023] [added: 2024] were a record [removed: $5.67,] [added: $5.93,] an increase of [removed: $0.66] [added: $0.26] or [removed: 13.2%,] [added: 4.5%,] compared with [removed: $5.01] [added: $5.67] per diluted share in [removed: 2022.][added: 2023.]

In [removed: 2023, 48%] [added: 2024, 51%] of EIG’s net sales were to customers outside the United States.

At December 31, [removed: 2023,] [added: 2024,] EIG employed approximately [removed: 11,800] [added: 11,600] people, of whom approximately [removed: 800] [added: 900] were covered by collective bargaining agreements.

At December 31, [removed: 2023,] [added: 2024,] EIG had operating facilities in the United States, the United Kingdom, Germany, Canada, [removed: China,] Denmark, Finland, France, Switzerland, Argentina, Austria, Serbia, and Mexico.

EIG also shares operating facilities with EMG in [removed: China] [added: China, Serbia,] and Mexico.

Process and analytical instrumentation sales represented [removed: 71%] [added: 69%] of EIG’s [removed: 2023] [added: 2024] net sales.

Aerospace and Power Instrumentation sales represented [removed: 29%] [added: 31%] of EIG’s [removed: 2023] [added: 2024] net sales.

[removed: AMETEK has long-standing relationships with the world’s] leading commercial and military aircraft, jet engine and original equipment manufacturers and aerospace system integrators.

Approximately 6% of EIG’s [removed: 2023] [added: 2024] net sales were made to its five largest customers.

In [removed: 2023, 45%] [added: 2024, 41%] of EMG’s net sales were to customers outside the United States.

At December 31, [removed: 2023,] [added: 2024,] EMG employed approximately [removed: 10,000] [added: 9,500] people, of whom approximately [removed: 2,100] [added: 2,300] were covered by collective bargaining agreements.

At December 31, [removed: 2023,] [added: 2024,] EMG had operating facilities in the United States, the United Kingdom, China, Germany, France, Italy, Poland, Mexico, Serbia, Czechia, Malaysia, and Taiwan.

Automation and Engineered Solution sales represented [removed: 70%] [added: 73%] of EMG’s [removed: 2023] [added: 2024] net sales.

Aerospace sales represented [removed: 30%] [added: 27%] of EMG’s [removed: 2023] [added: 2024] net sales.

Approximately [removed: 8%] [added: 14%] of EMG’s [removed: 2023] [added: 2024] net sales were made to its five largest customers.

No single customer comprises greater than [removed: 2%] [added: 4%] of net sales.

[removed: The] [added: Established in 1960, the AMETEK] Foundation’s mission is to empower AMETEK colleagues making a positive impact in their local communities, with a focus on health and welfare, civic and social service programs, and education.

As of December 31, [removed: 2023,] [added: 2024,] we have approximately 21,500 employees.

Our compensation programs are designed to provide competitive salaries and benefit programs to attract, retain and motivate a world-class [removed: workforce.]

Selected employees participate in [removed: short-] [added: short] and long-term incentive programs that align employee and shareholder interests and promote long-term retention.

In [removed: 2023,] [added: 2024,] we achieved a lost-time incident rate that was significantly below the industry average.

Our U.S. Federal Employment Information Report (EEO-1) for [removed: 2022] [added: 2023] is available at www.ametek.com.

It has grown sales in Latin America and Asia by driving its global and market expansion strategy and initiatives.

This cash flow supports AMETEK’s capital

[Table of Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)

2024 Overview

AMETEK spent $117.5 million in cash in October 2024, net of cash acquired, to purchase Virtek Vision International ("Virtek"), a leading provider of advanced laser-based projection and inspection systems.

*Financing*

In the third quarter of 2024, the Company paid in full, at maturity, a $300 million in aggregate principal amount of 3.73% senior notes.

*Recently Adopted Accounting Pronouncement*

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 retrospectively adopted ASU 2023-07, effective December 31, 2024, and the adoption resulted in additional disclosures in the Reportable Segments footnote.

[Table of Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)

Acquired in October 2024, Virtek is a leading provider of advanced laser-based projection and inspection systems.

Virtek's advanced 3D laser projectors, smart cameras, and quality control inspection systems complement the Company's existing Creaform business capabilities.

AMETEK has long-standing relationships with the world’s

[Table of Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)

EMG also shares operating facilities with EIG in China, Serbia, and Mexico.

[Table of Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)

[Table of Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)

[Table of Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)

[Table of Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)

workforce.

It has grown sales in Latin America and Asia by strategically building, acquiring and expanding manufacturing facilities.

2023 Overview

AMETEK spent $2,237.9 million in cash, net of cash acquired, to purchase four businesses:

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.

Its growth is based on the strategies outlined in the AMETEK Growth Model.

EIG has also has expanded its sales and service capabilities globally to serve its customers.

Acquired in September 2022, Navitar is a designer and manufacturer of customized, fully integrated optical imaging systems, components, and software.

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

Acquired in October 2022, RTDS is 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.

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

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

[Table of [removed: Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)][added: Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)]

For the fiscal year ended December 31, [removed: 2023][added: 2024]

The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately [removed: $37.3] [added: $38.6] billion as of June 30, [removed: 2023,] [added: 2024,] 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: 2024] [added: 2025] was [removed: 231,012,685.][added: 230,659,382.]

Part III incorporates information by reference from the Proxy Statement for the Annual Meeting of Stockholders on May 7, [removed: 2024.][added: 2025.]

[removed: 2023] [added: 2024] Form 10-K Annual Report

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[Table of Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)

| | | | [PART I](#i1575f5f6eb4d4ea6812f8c37ea144271_10) | | | | | |

| | | | [PART II](#i1575f5f6eb4d4ea6812f8c37ea144271_34) | | | | | |

| | | | [PART III](#i1575f5f6eb4d4ea6812f8c37ea144271_175) | | | | | |

| | | | [PART IV](#i1575f5f6eb4d4ea6812f8c37ea144271_193) | | | | | |

| [SIGNATURES](#i1575f5f6eb4d4ea6812f8c37ea144271_202) | | | | | | [87](#i1575f5f6eb4d4ea6812f8c37ea144271_202) | | |

[Table of Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)

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

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

| | | | [PART III](#i1875a58fbc3b4fe5933e9c7f10f26f55_169) | | | | | |

| | | | [PART IV](#i1875a58fbc3b4fe5933e9c7f10f26f55_187) | | | | | |

| [SIGNATURES](#i1875a58fbc3b4fe5933e9c7f10f26f55_196) | | | | | | [86](#i1875a58fbc3b4fe5933e9c7f10f26f55_196) | | |

[Table of Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)

At December 31, [removed: 2023,] [added: 2024,] the Company conducted business from office and operating facilities at owned and leased locations throughout the United States and select global markets.

[Table of Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)

[Table of [removed: Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)][added: Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_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: 2024,] [added: 2025,] there were approximately 1,700 holders of record of the Company’s common stock.

Under its share repurchase program, the Company repurchased approximately [removed: 55,800] [added: 1,258,200] shares of its common stock for [removed: $7.8] [added: $223.1] million in [removed: 2023] [added: 2024] and 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.]

The following table reflects purchases of AMETEK, Inc. common stock by the Company during the three months ended December 31, [removed: 2023:][added: 2024:]

[Table of [removed: Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)][added: Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)]

The following table sets forth information as of December 31, [removed: 2023] [added: 2024] 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: 2023] [added: 2024] with total returns for the same period for the Standard and Poor’s (“S&P”) 500 Index and S&P 500 Industrials.

The performance graph and table assume a $100 investment made on December 31, [removed: 2018] [added: 2019] and reinvestment of all dividends.

[removed: ][added: ]

| | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

| October 1, 2024 to October 31, 2024 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 748,135,553 | |

| November 1, 2024 to November 30, 2024 | | | 105,801 | | | | | | 179.68 | | | | | | 105,801 | | | | | | 729,125,335 | | |

| December 1, 2024 to December 31, 2024 | | | 739,179 | | | | | | 184.08 | | | | | | 739,179 | | | | | | 593,058,748 | | |

| Total | | | 844,980 | | | | | | $ | 183.53 | | | | | 844,980 | | | | | | | | |

| Equity compensation plans approved by security holders | | | 2,139,951 | | | | | | $ | 114.33 | | | | | 5,131,945 | | |

| Total | | | 2,139,951 | | | | | | $ | 114.33 | | | | | 5,131,945 | | |

[Table of Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)

| AMETEK, Inc. | | | $ | 100.00 | | | | | $ | 122.23 | | | | | $ | 149.52 | | | | | $ | 143.06 | | | | | $ | 169.96 | | | | | $ | 186.99 | |

| S&P 500 Index | | | 100.00 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |

| S&P 500 Industrials | | | 100.00 | | | | | | 111.06 | | | | | | 134.52 | | | | | | 127.15 | | | | | | 150.20 | | | | | | 176.44 | | |

| 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 | | |

| 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 | | |

[Table of [removed: Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)][added: Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)]

| [Reports of [removed: Management](#i1875a58fbc3b4fe5933e9c7f10f26f55_76)] [added: Management](#i1575f5f6eb4d4ea6812f8c37ea144271_79)] | | | | | | [removed: [33](#i1875a58fbc3b4fe5933e9c7f10f26f55_76)] [added: [32](#i1575f5f6eb4d4ea6812f8c37ea144271_79)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i1875a58fbc3b4fe5933e9c7f10f26f55_79)] [added: Firm](#i1575f5f6eb4d4ea6812f8c37ea144271_82)] Ernst & Young LLP, Philadelphia, Auditor Firm ID: | | | 42 | | | [removed: [34](#i1875a58fbc3b4fe5933e9c7f10f26f55_79)] [added: [33](#i1575f5f6eb4d4ea6812f8c37ea144271_82)] | | |

| [Consolidated Statement of Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#i1875a58fbc3b4fe5933e9c7f10f26f55_82)] [added: 2022](#i1575f5f6eb4d4ea6812f8c37ea144271_85)] | | | | | | [removed: [37](#i1875a58fbc3b4fe5933e9c7f10f26f55_82)] [added: [37](#i1575f5f6eb4d4ea6812f8c37ea144271_85)] | | |

| [Consolidated Statement of Comprehensive Income for the years ended December 31, [removed: 202](#i1875a58fbc3b4fe5933e9c7f10f26f55_85)[3](#i1875a58fbc3b4fe5933e9c7f10f26f55_85)[, 202](#i1875a58fbc3b4fe5933e9c7f10f26f55_85)[2](#i1875a58fbc3b4fe5933e9c7f10f26f55_85)] [added: 202](#i1575f5f6eb4d4ea6812f8c37ea144271_88)[4](#i1575f5f6eb4d4ea6812f8c37ea144271_88)[, 202](#i1575f5f6eb4d4ea6812f8c37ea144271_88)[3](#i1575f5f6eb4d4ea6812f8c37ea144271_88)] [and [removed: 202](#i1875a58fbc3b4fe5933e9c7f10f26f55_85)[1](#i1875a58fbc3b4fe5933e9c7f10f26f55_85)[](#i1875a58fbc3b4fe5933e9c7f10f26f55_85)] [added: 202](#i1575f5f6eb4d4ea6812f8c37ea144271_88)[2](#i1575f5f6eb4d4ea6812f8c37ea144271_88)[](#i1575f5f6eb4d4ea6812f8c37ea144271_88)] | | | | | | [removed: [38](#i1875a58fbc3b4fe5933e9c7f10f26f55_85)] [added: [38](#i1575f5f6eb4d4ea6812f8c37ea144271_88)] | | |

| [Consolidated Balance Sheet at December 31, [removed: 202](#i1875a58fbc3b4fe5933e9c7f10f26f55_88)[3](#i1875a58fbc3b4fe5933e9c7f10f26f55_88)] [added: 202](#i1575f5f6eb4d4ea6812f8c37ea144271_91)[4](#i1575f5f6eb4d4ea6812f8c37ea144271_91)] [and [removed: 202](#i1875a58fbc3b4fe5933e9c7f10f26f55_88)[2](#i1875a58fbc3b4fe5933e9c7f10f26f55_88)[](#i1875a58fbc3b4fe5933e9c7f10f26f55_88)] [added: 202](#i1575f5f6eb4d4ea6812f8c37ea144271_91)[3](#i1575f5f6eb4d4ea6812f8c37ea144271_91)[](#i1575f5f6eb4d4ea6812f8c37ea144271_91)] | | | | | | [removed: [39](#i1875a58fbc3b4fe5933e9c7f10f26f55_88)] [added: [39](#i1575f5f6eb4d4ea6812f8c37ea144271_91)] | | |

| [Consolidated Statement of Stockholders’ Equity for the years ended December 31, [removed: 202](#i1875a58fbc3b4fe5933e9c7f10f26f55_91)[3](#i1875a58fbc3b4fe5933e9c7f10f26f55_91)[, 202](#i1875a58fbc3b4fe5933e9c7f10f26f55_91)[2](#i1875a58fbc3b4fe5933e9c7f10f26f55_91)] [added: 202](#i1575f5f6eb4d4ea6812f8c37ea144271_94)[4](#i1575f5f6eb4d4ea6812f8c37ea144271_94)[, 202](#i1575f5f6eb4d4ea6812f8c37ea144271_94)[3](#i1575f5f6eb4d4ea6812f8c37ea144271_94)] [and [removed: 202](#i1875a58fbc3b4fe5933e9c7f10f26f55_91)[1](#i1875a58fbc3b4fe5933e9c7f10f26f55_91)[](#i1875a58fbc3b4fe5933e9c7f10f26f55_91)] [added: 202](#i1575f5f6eb4d4ea6812f8c37ea144271_94)[2](#i1575f5f6eb4d4ea6812f8c37ea144271_94)[](#i1575f5f6eb4d4ea6812f8c37ea144271_94)] | | | | | | [removed: [40](#i1875a58fbc3b4fe5933e9c7f10f26f55_91)] [added: [40](#i1575f5f6eb4d4ea6812f8c37ea144271_94)] | | |

| [Consolidated Statement of Cash Flows for the years ended December 31, [removed: 202](#i1875a58fbc3b4fe5933e9c7f10f26f55_94)[3](#i1875a58fbc3b4fe5933e9c7f10f26f55_94)[, 202](#i1875a58fbc3b4fe5933e9c7f10f26f55_94)[2](#i1875a58fbc3b4fe5933e9c7f10f26f55_94)] [added: 202](#i1575f5f6eb4d4ea6812f8c37ea144271_97)[4](#i1575f5f6eb4d4ea6812f8c37ea144271_97)[, 202](#i1575f5f6eb4d4ea6812f8c37ea144271_97)[3](#i1575f5f6eb4d4ea6812f8c37ea144271_97)] [and [removed: 202](#i1875a58fbc3b4fe5933e9c7f10f26f55_94)[1](#i1875a58fbc3b4fe5933e9c7f10f26f55_94)[](#i1875a58fbc3b4fe5933e9c7f10f26f55_94)] [added: 202](#i1575f5f6eb4d4ea6812f8c37ea144271_97)[2](#i1575f5f6eb4d4ea6812f8c37ea144271_97)[](#i1575f5f6eb4d4ea6812f8c37ea144271_97)] | | | | | | [removed: [41](#i1875a58fbc3b4fe5933e9c7f10f26f55_94)] [added: [41](#i1575f5f6eb4d4ea6812f8c37ea144271_97)] | | |

[removed: | [Notes to Consolidated Financial Statements](#i1875a58fbc3b4fe5933e9c7f10f26f55_97) | | | | | | [42](#i1875a58fbc3b4fe5933e9c7f10f26f55_97) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)]

[Table of [removed: Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)][added: Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)]

The report of the Audit Committee is included in the Company’s Proxy Statement for the [removed: 2024] [added: 2025] 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: 2023] [added: 2024] 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: 2023.][added: 2024.]

[removed: The] [added: In 2023, the] Company [removed: acquired Bison Gear & Engineering Corp. ("Bison")] [added: spent $2,237.9 million] in [removed: March 2023, United Electronic Industries ("UEI")] [added: cash, net of cash acquired, to acquire Paragon Medical ("Paragon")] in [removed: August] [added: December] 2023, Amplifier Research Corp. ("Amplifier Research") in October 2023, [added: United Electronic Industries ("UEI") in August 2023,] and [removed: Paragon Medical ("Paragon")] [added: Bison Gear & Engineering Corp. ("Bison")] in [removed: December] [added: March] 2023.

As permitted by the U.S. Securities and Exchange Commission staff interpretative guidance for newly acquired businesses, the Company excluded [removed: Bison, UEI, Amplifier Research, and Paragon] [added: Virtek] from management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

[removed: Bison, UEI, Amplifier Research, and Paragon] [added: Virtek] constituted [removed: 15.8%] [added: 0.9%] of total assets as of December 31, [removed: 2023] [added: 2024] and [removed: 1.7%] [added: 0.2%] of net sales for the year then ended.

The Company’s internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

| [removed: February 22, 2024] | | | [added: 2024] | | | | | | [added: | | | | | | | | |]

We have audited AMETEK, Inc.’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: Bison Gear & Engineering, United Electronic Industries, Amplifier Research Corp., and Paragon Medical,] [added: Virtek Vision International ("Virtek"),] which are included in the [removed: 2023] [added: 2024] consolidated financial statements of the Company and constituted [removed: 15.8%] [added: 0.9%] of total assets as of December 31, [removed: 2023] [added: 2024] and [removed: 1.7%] [added: 0.2%] 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: Bison Gear & Engineering, United Electronic Industries, Amplifier Research Corp., and Paragon Medical.][added: Virtek.]

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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes and our report dated February [removed: 22, 2024] [added: 20, 2025] expressed an unqualified opinion thereon.

| | | | [removed: February 22, 2024] [added: 2024] | | | | | | [added: | | | | | | | | |]

[removed: ON] [added: NOTES TO CONSOLIDATED] FINANCIAL STATEMENTS [added: – (Continued)]

We have audited the accompanying consolidated balance sheets of AMETEK, Inc. (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 22, 2024] [added: 20, 2025] expressed an unqualified opinion thereon.

Such procedures [removed: include] [added: included] examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

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

| | | | | | | Impairment Assessment of [removed: Indefinite Lived] [added: Indefinite-Lived] Intangible Assets (other than Goodwill) | | |

| *Description of the Matter* | | | | | | At December 31, [removed: 2023,] [added: 2024,] the Company’s [removed: indefinite lived] [added: indefinite-lived] intangible assets (other than goodwill) totaled [removed: $1,023.8] [added: $1,023.3] million, consisting of trademarks and trade names. As described in Note 1 to the consolidated financial statements, [removed: indefinite lived] [added: indefinite-lived] intangible assets are not amortized but are tested for impairment at least annually in the Company’s fourth quarter. Auditing management’s [removed: indefinite lived] [added: 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. | | |

| *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 [removed: indefinite lived] [added: indefinite-lived] intangible asset impairment process. For example, we tested controls over management’s review of the valuation models and significant assumptions, including forecasted financial information, as well as management’s controls to validate that the data used in the valuations was complete and accurate. To test the estimated fair value of the Company’s [removed: indefinite lived] [added: indefinite-lived] intangible assets, we performed audit procedures that included, among others, assessing the fair value methodologies utilized by management and the significant assumptions discussed above, including the underlying data used in the analyses. For example, when evaluating the significant assumptions, we compared them to current financial and operating plans, market and industry studies, historical trends, and royalty rates used in prior periods. We also assessed the historical accuracy of management’s forecasts and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value estimates of the trademarks and trade names that would result from changes in the assumptions. We involved our valuation specialists to assist in evaluating the discount rate, royalty rate and valuation methodologies used by the Company. | | |

| | | | | | | [removed: Accounting for] [added: Estimating] the [removed: Provisional] Fair Value of the Intangibles from the Acquisition of Paragon Medical | | |

| *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 [added: material] acquired intangible assets of Paragon Medical. For example, we tested controls over the valuation of acquired identifiable intangible [removed: assets] [added: assets,] including controls over management’s review of the [removed: key inputs] [added: valuation models and the significant assumptions] described [removed: above.] [added: above, review of forecasted financial information, as well as verification of underlying data used in the analyses.] To test the [removed: provisional] estimated fair value of the [removed: acquired] [added: customer relationship and trade name] intangible [removed: assets,] [added: assets for Paragon Medical,] we performed audit procedures that included, among others, assessing the [removed: reasonableness of the internal valuation] [added: fair value methodologies] utilized by management and [removed: comparing] the [removed: key inputs in the internal valuation] [added: significant assumptions] discussed [removed: above to previous comparable acquisitions] [added: above, including the accuracy] of the [removed: Company.] [added: underlying data used in the analyses. For example, when evaluating the significant assumptions, we compared them to current financial and operating plans, market and industry studies, and historical trends.] We also performed sensitivity analyses [removed: of the key inputs] to evaluate the changes in the fair value [removed: estimates] of the [removed: acquired identifiable] [added: customer relationship and trade name] intangible assets that would result from changes in the [removed: key inputs.] [added: significant assumptions. We involved our valuation specialists to assist in evaluating the discount rate, royalty rate and valuation methodologies used by the Company.] | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net sales | | | $ | [removed: 6,596,950] [added: 6,941,180] | | | | | $ | [removed: 6,150,530] [added: 6,596,950] | | | | | $ | [removed: 5,546,514] [added: 6,150,530] | |

| Cost of sales | | | [removed: 4,212,485] [added: 4,464,713] | | | | | | [removed: 4,005,261] [added: 4,212,485] | | | | | | [removed: 3,633,900] [added: 4,005,261] | | |

| Selling, general and administrative | | | [removed: 677,006] [added: 696,905] | | | | | | [removed: 644,577] [added: 677,006] | | | | | | [removed: 603,944] [added: 644,577] | | |

| Total operating expenses | | | [removed: 4,889,491] [added: 5,161,618] | | | | | | [removed: 4,649,838] [added: 4,889,491] | | | | | | [removed: 4,237,844] [added: 4,649,838] | | |

| Operating income | | | [removed: 1,707,459] [added: 1,779,562] | | | | | | [removed: 1,500,692] [added: 1,707,459] | | | | | | [removed: 1,308,670] [added: 1,500,692] | | |

| [Notes to Consolidated Financial Statements](#i1575f5f6eb4d4ea6812f8c37ea144271_100) | | | | | | [42](#i1575f5f6eb4d4ea6812f8c37ea144271_100) | | |

The Company acquired Virtek Vision International ("Virtek") in October 2024.

| /s/ DAVID A. ZAPICO | | | | | | /s/ DALIP M. PURI | | |

| February 20, 2025 | | | | | | | | |

[Table of Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)

| | | | February 20, 2025 | | | | | |

[Table of Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)

[Table of Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)

| *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. The preliminary estimates of the fair value of intangible assets made as of the acquisition date were revised during the measurement period in 2024 as the third-party valuation was received and finalized. This third-party valuation resulted in adjustments to the preliminary estimates of the fair value of the intangible assets for the indefinite-lived trade name, customer relationships, and purchased technology. As of December 31, 2024, the purchase price allocated to intangible assets (other than goodwill) was $852.3 million. Auditing the Company’s accounting for its acquisition of Paragon Medical was complex due to the significant estimation uncertainty, particularly in estimating the fair values of the customer relationships and the trade name intangible assets. The Company used the multi-period excess earnings method to value the customer relationship intangible asset and relief from royalty method to value the trade name intangible asset. The significant assumptions used to estimate the fair value of customer relationships included the forecasted revenue growth, forecasted EBITDA margin and discount rate. The significant assumptions used to estimate the fair value of the trade name included the forecasted revenue growth and royalty rate. All of these significant assumptions are affected by expectations about future market or economic conditions. | | |

[Table of Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)

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

| | | | | | | | | |

| February 20, 2025 | | | | | | | | |

[Table of Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)

| Interest expense | | | (112,962) | | | | | | (81,795) | | | | | | (83,186) | | |

[Table of Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)

[Table of Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)

| | | | 2024 | | | | | | 2023 | | |

[Table of Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)

| Translation adjustments | | | (124,959) | | | | | | 88,613 | | | | | | (123,756) | | |

| Change in long-term intercompany notes | | | (2,748) | | | | | | 5,420 | | | | | | (21,419) | | |

| Net investment hedge instruments (loss) gain, net of tax of $(11,207), $8,058 and ($17,070) in 2024, 2023 and 2022, respectively | | | 34,409 | | | | | | (24,744) | | | | | | 52,416 | | |

| Net actuarial gain (loss), net of tax of $(4,936), $(3,396) and $4,769 in 2024, 2023 and 2022, respectively | | | 15,145 | | | | | | 11,869 | | | | | | (18,238) | | |

| Amortization of net actuarial loss, net of tax of ($2,341), ($2,801) and ($2,111) in 2024, 2023 and 2022, respectively | | | 7,278 | | | | | | 8,769 | | | | | | 6,420 | | |

| Amortization of prior service costs, net of tax of $(26), ($25) and ($25) in 2024, 2023 and 2022, respectively | | | 78 | | | | | | 76 | | | | | | 76 | | |

[Table of Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)

| Net income | | | $ | 1,376,124 | | | | | $ | 1,313,188 | | | | | $ | 1,159,542 | |

| Cash dividends paid | | | (258,782) | | | | | | (230,329) | | | | | | (202,169) | | |

[Table of Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)

The following table provides a roll forward of the allowance for estimated credit losses:

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

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

| | | | | | | 2024 | | | | | | 2023 | | | | | | | | |

| Balance at January 1 | | | | | | $ | 13,167 | | | | | $ | 14,102 | | | | | | | |

| Bad debt expense | | | | | | 2,546 | | | | | | 3,984 | | | | | | | | |

| Amounts written off charged against allowance | | | | | | (2,506) | | | | | | (4,908) | | | | | | | | |

| Foreign currency translation and other | | | | | | (175) | | | | | | (11) | | | | | | | | |

| Balance at December 31 | | | | | | $ | 13,032 | | | | | $ | 13,167 | | | | | | | |

[Table of Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)

recorded as goodwill.

| /s/ DAVID A. ZAPICO | | | | | | /s/ WILLIAM J. BURKE | | |

| *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. | | |

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

Bad debt expense was $4.0 million in 2023, $3.7 million in 2022 and $1.2 million in 2021.

At December 31, 2023 and 2022, the allowance for estimated credit losses was $13.2 million and $14.1 million, respectively.

When testing goodwill for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount.

If the Company performs a qualitative assessment and determines that an impairment is more likely than not, then performance of a quantitative impairment test is required.

In conducting a qualitative assessment, the Company analyzes actual and forecasted net sales and selling profit for each reporting unit, as well as historical performance and the results of prior quantitative tests performed.

Additionally, the Company assesses critical areas that may impact its business, including macroeconomic conditions, industry and market conditions, cost factors, or any relevant events and factors that may impact projected financial results.

While the Company uses the best available information to prepare its cash flow and discount rate assumptions, actual future cash flows or market conditions could differ significantly resulting in future impairment charges related to recorded goodwill balances.

During the fourth quarter of 2023, the Company completed its annual goodwill impairment tests and elected to perform a qualitative assessment.

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.

Company completed its required annual impairment test in the fourth quarter of 2021 and determined that the carrying values of the Company's other intangible assets with indefinite lives were not impaired.

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

To the extent facts and circumstances change in the future, adjustments to the valuation allowances may be required.

Early adoption is permitted and the amendments in this ASU should be applied on a retrospective basis to all periods presented.

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

| United States | | | $ | 1,910,203 | | | | | $ | 890,737 | | | | | $ | 2,800,940 | |

| United Kingdom | | | 96,206 | | | | | | 121,290 | | | | | | 217,496 | | |

| European Union countries | | | 482,426 | | | | | | 403,890 | | | | | | 886,316 | | |

| Asia | | | 927,027 | | | | | | 254,370 | | | | | | 1,181,397 | | |

| Other foreign countries | | | 347,896 | | | | | | 112,469 | | | | | | 460,365 | | |

| Total international | | | 1,853,555 | | | | | | 892,019 | | | | | | 2,745,574 | | |

| Consolidated net sales | | | $ | 3,763,758 | | | | | $ | 1,782,756 | | | | | $ | 5,546,514 | |

| Aerospace and power | | | 1,136,282 | | | | | | 506,925 | | | | | | 1,643,207 | | |

| Products transferred at a point in time | | | $ | 3,048,819 | | | | | $ | 1,596,911 | | | | | $ | 4,645,730 | |

| Products and services transferred over time | | | 714,939 | | | | | | 185,845 | | | | | | 900,784 | | |

At December 31, 2022 the Company had a Euro forward contract for a total notional value of 40.0 million Euros and a Canadian dollar forward contract for a notional value of 26.5 million Canadian dollars.

At December 31, 2023 and 2022, the Company had $580.8 million and $572.1 million, respectively, in Euro-denominated loans, which were designated as a hedge against the net investment in Euro functional currency foreign subsidiaries.

The Company spent $2,237.9 million in cash, net of cash acquired, to acquire Paragon Medical ("Paragon") in December 2023, Amplifier Research Corp. ("Amplifier Research") in October 2023, United Electronic Industries ("UEI") in August 2023, and Bison Gear & Engineering Corp. ("Bison") in March 2023.

| | | | Paragon Medical | | | | | | Other Acquisitions | | | | | | Total | | |

| | | | (in millions) | | | | | | | | | | | | | | |

| Property, plant and equipment | | | $ | 211.4 | | | | | $ | 23.7 | | | | | $ | 235.1 | |

| Goodwill | | | 907.0 | | | | | | 104.7 | | | | | | 1,011.7 | | |

| ROU lease asset | | | 51.4 | | | | | | 4.4 | | | | | | 55.8 | | |

| Lease liabilities | | | (51.0) | | | | | | (4.5) | | | | | | (55.5) | | |

Paragon's portfolio of single-use and consumable surgical instruments and implantable components meaningfully expands the Company's presence in the MedTech market and complements the Company's existing medical businesses.

Amplifier Research's expertise and capability in amplifier design complements the Company's existing capabilities in the electromagnetic compatibility testing market.

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

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

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: 2023.][added: 2024.]

Such evaluation did not identify any change in the Company’s internal control over financial reporting during the quarter ended December 31, [removed: 2023] [added: 2024] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the quarter ended December 31, [removed: 2023,] [added: 2024,] 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.

[Table of [removed: Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)][added: Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)]

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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2025] [added: 2026] Annual Meeting” in the Company’s Proxy Statement for the [removed: 2024] [added: 2025] 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: 2024] [added: 2025] Annual Meeting of Stockholders and is incorporated herein by reference.

[Table of [removed: Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)][added: Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] Annual Meeting of Stockholders is incorporated herein by reference.

[Table of [removed: Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)][added: Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)]

| [removed: 3.1] [added: 3.1*] | | | [Conformed Copy of Amended and Restated Certificate of Incorporation of AMETEK, Inc. as amended to and including May 9, [removed: 2019](https://www.sec.gov/Archives/edgar/data/1037868/000119312519144863/d740805dex31.htm).] [added: 2019](https://www.sec.gov/Archives/edgar/data/1037868/000103786825000012/ex315-9x19xconformedcopyof.htm).] | | | [removed: Exhibit 3.1 to Form 8-K, dated May 13, 2019, SEC File No. 1-12981.] | | |

[Table of [removed: Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)][added: Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)]

| [removed: 10.8*] [added: 10.8] | | | [Amended and Restated Termination and Change of Control Agreement between AMETEK, Inc. and a named executive, dated February 19, 2024.](https://www.sec.gov/Archives/edgar/data/1037868/000103786824000009/ex108changeofcontrolamendr.htm) | | | [added: Exhibit 10.8 to Form 10-K dated December 31, 2023, SEC File No. 1-12981.] | | |

| [removed: 10.17] [added: 10.41] | | | [Amended and Restated Credit [removed: Agreement as of September 22, 2011, as amended and restated as of March 10, 2016, and as further amended] [added: Agreement, dated June 17, 2024, by] and [removed: restated as of October 30, 2018,] among AMETEK, Inc., the Foreign Subsidiary Borrowers [removed: Party Hereto,] [added: thereto, with] the [removed: Lenders Party Hereto,] [added: lenders from time to time party thereto and] JPMorgan Chase Bank, N.A., as Administrative Agent, [added: and] Bank of America, N.A., PNC Bank, National Association, [removed: SunTrust] [added: Truist] Bank and Wells Fargo Bank, National Association, as Co-Syndication [removed: Agents, and U.S. Bank National Association, Mizuho Bank (USA), BNP Paribas, National Westminster Bank Plc and Commerzbank AG, New York Branch, as Co-Documentation Agents.](https://www.sec.gov/Archives/edgar/data/1037868/000119312518316887/d643151dex104.htm)] [added: Agents.](https://www.sec.gov/Archives/edgar/data/1037868/000103786824000048/ex102amendedcreditagreemen.htm)] | | | Exhibit [removed: 10.4] [added: 10.2] to Form 10-Q dated [removed: September] [added: June] 30, [removed: 2018,] [added: 2024,] SEC File No. 1-12981. | | |

| [removed: 10.18] [added: 10.40] | | | [removed: [Amendment No. 1 to Amended] [added: [Amended] and Restated Credit Agreement, dated [removed: April 26, 2021,] [added: May 12, 2022,] by and among AMETEK, Inc., [removed: AMETEK European Holdings Limited, AMETEK Canada Limited Partnership and AMETEK Material Analysis Holdings GmbH as] [added: the] Foreign Subsidiary [removed: Borrowers,] [added: Borrowers thereto,] with the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative [removed: Agent] [added: Agent,] and Bank of America, N.A., PNC Bank, National Association, Truist Bank and Wells Fargo Bank, National Association, as Co-Syndication [removed: Agents.](https://www.sec.gov/Archives/edgar/data/0001037868/000103786821000014/exhibit101executedamendmen.htm)] [added: Agents.](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001037868/000103786822000027/ame-20220512.htm)] | | | Exhibit 10.1 to Form 8-K dated [removed: April 29, 2021,] [added: May 12, 2022,] SEC File No. [removed: 1-12981] [added: 1-12981.] | | |

| [removed: 10.36*] [added: 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) | | | [added: Exhibit 10.36 to Form 10-K dated December 31, 2023, SEC File No. 1-12981.] | | |

| [removed: 10.37*] [added: 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) | | | [added: Exhibit 10.37 to Form 10-K dated December 31, 2023, SEC File No. 1-12981.] | | |

| [removed: 10.38*] [added: 10.38†] | | | [AMETEK, Inc. 2020 Omnibus Incentive Compensation Plan Form of Global Non-Qualified Stock Option [removed: 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)] [added: Award - 2024 version](https://www.sec.gov/Archives/edgar/data/1037868/000103786824000009/exhibit1038globalnon-qualso.htm)] | | | [added: Exhibit 10.38 to Form 10-K dated December 31, 2023, SEC File No. 1-12981.] | | |

| [removed: 10.39*] [added: 10.39†] | | | [AMETEK, Inc. 2020 Omnibus Incentive Compensation Plan Form of Global Non-Qualified Stock Option Award for Chief Executive [removed: 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)] [added: Officer - 2024 version](https://www.sec.gov/Archives/edgar/data/1037868/000103786824000009/exhibit1039optionsnq-ceo.htm)] | | | [added: Exhibit 10.39 to Form 10-K dated December 31, 2023, SEC File No. 1-12981.] | | |

| 21* | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1037868/000103786824000009/ame-20231231xex21.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1037868/000103786825000012/ame-20241231xex21.htm)] | | | | | |

| 23* | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1037868/000103786824000009/ame-20231231xex23.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1037868/000103786825000012/ame-20241231xex23.htm)] | | | | | |

| [removed: 97.1*] [added: 97.1] | | | [Executive Compensation Recoupment Policy in Restatement Situations](https://www.sec.gov/Archives/edgar/data/1037868/000103786824000009/ex971execcomprecouppolicy.htm) | | | [added: Exhibit 97.1 to Form 10-K dated December 31, 2023, SEC File No. 1-12981.] | | |

| 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/1037868/000103786824000009/ame-20231231xexx311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1037868/000103786825000012/ame-20241231xexx311.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/1037868/000103786824000009/ame-20231231xexx312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1037868/000103786825000012/ame-20241231xexx312.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/1037868/000103786824000009/ame-20231231xexx321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1037868/000103786825000012/ame-20241231xexx321.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/1037868/000103786824000009/ame-20231231xexx322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1037868/000103786825000012/ame-20241231xexx322.htm)] | | | | | |

| 4.1* | | | [Description of the Registrant's Securities](https://www.sec.gov/Archives/edgar/data/1037868/000103786825000012/ex41ametek-descriptionofse.htm) | | | | | |

[Table of Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)

[Table of Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)

| 19.1* | | | [Insider Trading and Information Policy](https://www.sec.gov/Archives/edgar/data/1037868/000103786825000012/ex191insidertradingpolicy.htm) | | | | | |

| | | | | | | | | |

| 10.19 | | | [Amendment No. 2 to Amended and Restated Credit Agreement, dated November 18, 2021.](https://www.sec.gov/Archives/edgar/data/1037868/000103786822000009/ex1019amendedcreditagreeme.htm) | | | Exhibit 10.19 to Form 10-K dated February 22, 2022, SEC File No. 1-12981 | | |

[Table of [removed: Contents](#i1875a58fbc3b4fe5933e9c7f10f26f55_7)][added: Contents](#i1575f5f6eb4d4ea6812f8c37ea144271_7)]

| Date : February [removed: 22, 2024] [added: 20, 2025] | | | | | | | | |

| /s/ DAVID A. ZAPICO | | | | | | Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ [removed: WILLIAM J. BURKE] [added: DALIP M. PURI] | | | | | | Executive Vice President – Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ THOMAS M. MONTGOMERY | | | | | | Senior Vice President – Comptroller (Principal Accounting Officer) | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ THOMAS A. AMATO | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ TOD E. CARPENTER | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ ANTHONY J. CONTI | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ STEVEN W. KOHLHAGEN | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ GRETCHEN W. MCCLAIN | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ KARLEEN M. OBERTON | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ DEAN SEAVERS | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ SUZANNE L. STEFANY | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| Dalip M. Puri | | | | | | | | | | | | | | |

| William J. Burke | | | | | | | | | | | | | | |