A Dark Vector Cognition product

Item 1. Financial Statements

70K characters. Original on sec.gov · Markdown

Item 1. Financial Statements

AMETEK, Inc.

Consolidated Statement of Income

(In thousands, except per share amounts)

(Unaudited)

Three Months Ended March 31,
20252024
Net sales$1,731,971$1,736,180
Cost of sales1,106,9711,144,681
Selling, general and administrative170,171174,283
Total operating expenses1,277,1421,318,964
Operating income454,829417,216
Interest expense(18,993)(35,254)
Other (expense) income, net(1,614)(633)
Income before income taxes434,222381,329
Provision for income taxes82,46470,386
Net income$351,758$310,943
Basic earnings per share$1.52$1.35
Diluted earnings per share$1.52$1.34
Weighted average common shares outstanding:
Basic shares230,668231,097
Diluted shares231,542232,035
Dividends declared and paid per share$0.31$0.28

See accompanying notes.

AMETEK, Inc.

Condensed Consolidated Statement of Comprehensive Income

(In thousands)

(Unaudited)

Three Months Ended March 31,
20252024
Total comprehensive income$389,561$285,557

See accompanying notes.

AMETEK, Inc.

Consolidated Balance Sheet

(In thousands)

March 31, 2025December 31, 2024
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$399,001$373,999
Receivables, net996,536948,830
Inventories, net1,069,5271,021,713
Other current assets295,732258,490
Total current assets2,760,7962,603,032
Property, plant and equipment, net830,840818,611
Right of use assets, net228,180235,666
Goodwill6,631,3356,555,877
Other intangibles, net3,916,7023,915,173
Investments and other assets509,243502,810
Total assets$14,877,096$14,631,169
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings and current portion of long-term debt, net$471,521$654,346
Accounts payable534,447523,332
Customer advanced payments386,573363,555
Income taxes payable123,17584,428
Accrued liabilities and other446,843472,926
Total current liabilities1,962,5592,098,587
Long-term debt, net1,459,4451,425,375
Deferred income taxes844,591831,030
Other long-term liabilities640,555620,873
Total liabilities4,907,1504,975,865
Stockholders’ equity:
Common stock2,7222,720
Capital in excess of par value1,255,0181,264,670
Retained earnings11,337,98711,057,684
Accumulated other comprehensive loss(517,936)(555,739)
Treasury stock(2,107,845)(2,114,031)
Total stockholders’ equity9,969,9469,655,304
Total liabilities and stockholders’ equity$14,877,096$14,631,169

See accompanying notes.

AMETEK, Inc.

Consolidated Statement of Stockholders’ Equity

(In thousands)

(Unaudited)

Three months ended March 31,
20252024
Capital stock
Common stock, $0.01 par value
Balance at the beginning of the period$2,720$2,709
Shares issued26
Balance at the end of the period2,7222,715
Capital in excess of par value
Balance at the beginning of the period1,264,6701,168,694
Issuance of common stock under employee stock plans(19,116)8,497
Share-based compensation expense9,4648,941
Balance at the end of the period1,255,0181,186,132
Retained earnings
Balance at the beginning of the period11,057,6849,940,343
Net income351,758310,943
Cash dividends paid(71,455)(64,664)
Other—(1)
Balance at the end of the period11,337,98710,186,621
Accumulated other comprehensive (loss) income
Foreign currency translation:
Balance at the beginning of the period(392,133)(298,835)
Translation adjustments65,778(34,115)
Change in long-term intercompany notes(3,116)(4,673)
Net investment hedge instruments (loss) gain , net of tax of $8,099 and $(3,987) for the quarter ended March 31, 2025 and 2024, respectively(25,801)12,242
Balance at the end of the period(355,272)(325,381)
Defined benefit pension plans:
Balance at the beginning of the period(163,606)(186,107)
Amortization of net actuarial loss and other, net of tax of $(296) and $(365) for the quarter ended March 31, 2025 and 2024, respectively9421,160
Balance at the end of the period(162,664)(184,947)
Accumulated other comprehensive loss at the end of the period(517,936)(510,328)
Treasury stock
Balance at the beginning of the period(2,114,031)(1,896,613)
Issuance of common stock under employee stock plans13,1526,603
Purchase of treasury stock(6,966)(6,915)
Balance at the end of the period(2,107,845)(1,896,925)
Total stockholders’ equity$9,969,946$8,968,215

See accompanying notes.

AMETEK, Inc.

Condensed Consolidated Statement of Cash Flows

(In thousands)

(Unaudited)

Three months ended March 31,
20252024
Cash provided by (used for):
Operating activities:
Net income$351,758$310,943
Adjustments to reconcile net income to total operating activities:
Depreciation and amortization106,36798,000
Deferred income taxes(1,328)(2,974)
Share-based compensation expense9,4648,941
Gain on sale of facilities—(995)
Net change in assets and liabilities, net of acquisitions(42,196)816
Pension contributions(1,462)(1,460)
Other, net(5,058)(3,044)
Total operating activities417,545410,227
Investing activities:
Additions to property, plant and equipment(23,069)(27,652)
Purchases of businesses, net of cash acquired(103,165)—
Proceeds from sale of facilities—4,246
Other, net5211,994
Total investing activities(125,713)(21,412)
Financing activities:
Net change in short-term borrowings(185,093)(363,052)
Repurchases of common stock(18,011)(6,915)
Cash dividends paid(71,455)(64,664)
Proceeds from stock option exercises4,66923,613
Other, net(7,803)(6,531)
Total financing activities(277,693)(417,549)
Effect of exchange rate changes on cash and cash equivalents10,863(7,305)
Increase (decrease) in cash and cash equivalents25,002(36,039)
Cash and cash equivalents:
Beginning of period373,999409,804
End of period$399,001$373,765

See accompanying notes.

AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2025

(Unaudited)

1. Basis of Presentation

The accompanying consolidated financial statements are unaudited. AMETEK, Inc. (the “Company”) believes that all adjustments (which primarily consist of normal recurring accruals) necessary for a fair presentation of the consolidated financial position of the Company at March 31, 2025, the consolidated results of its operations for the three months ended March 31, 2025 and 2024 and its cash flows for the three months ended March 31, 2025 and 2024 have been included. Quarterly results of operations are not necessarily indicative of results for the full year. The accompanying consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the U.S. Securities and Exchange Commission.

2. Recent Accounting Pronouncements

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income —Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosures about significant expenses included in certain expense captions presented on the face of the income statement. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Prospective or retrospective application is allowed and early adoption is permitted. The Company has not determined the impact ASU 2024-03 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. ASU 2023-09 will require additional disclosures in the Income Taxes footnote, but it will not have a material impact on the Company's consolidated financial statements.

3. Revenues

The outstanding contract asset and liability accounts were as follows:

20252024
(In thousands)
Contract assets—January 1$136,432$140,826
Contract assets – March 31157,815146,948
Change in contract assets – increase (decrease)21,3836,122
Contract liabilities – January 1400,689432,830
Contract liabilities – March 31426,235439,365
Change in contract liabilities – (increase) decrease(25,546)(6,535)
Net change$(4,163)$(413)

The net change for the three months ended March 31, 2025 was primarily driven by contract liabilities, specifically higher advance payments from customers. For the three months ended March 31, 2025 and 2024, the Company recognized revenue of $182.5 million and $219.0 million, respectively, that was previously included in the beginning balance of contract liabilities.

Contract assets are reported as a component of Other current assets in the consolidated balance sheet. At March 31, 2025 and December 31, 2024, $39.7 million and $37.1 million of Customer advanced payments (contract liabilities), respectively, were recorded in Other long-term liabilities in the consolidated balance sheets.

AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2025

(Unaudited)

The remaining performance obligations not expected to be completed within one year as of March 31, 2025 and December 31, 2024 were $555.3 million and $541.8 million, respectively. Remaining performance obligations represent the transaction price of firm, non-cancelable orders, with expected delivery dates to customers greater than one year from the balance sheet date, for which the performance obligation is unsatisfied or partially unsatisfied. These performance obligations will be substantially satisfied within two to three years.

Geographic Areas

Net sales were attributed to geographic areas based on the location of the customer. Information about the Company’s operations in different geographic areas was as follows for the three months ended March 31:

Three months ended March 31, 2025
EIGEMGTotal
(In thousands)
United States$580,125$347,405$927,530
International(1):
United Kingdom30,81737,80668,623
European Union countries132,466104,185236,651
Asia274,86555,178330,043
Other foreign countries125,40043,724169,124
Total international563,548240,893804,441
Consolidated net sales$1,143,673$588,298$1,731,971

(1) Includes U.S. export sales of $470.0 million for the three months ended March 31, 2025.

Three months ended March 31, 2024
EIGEMGTotal
(In thousands)
United States$568,897$343,860$912,757
International(1):
United Kingdom26,70728,19254,899
European Union countries142,242114,986257,228
Asia298,04550,199348,244
Other foreign countries120,88842,164163,052
Total international587,882235,541823,423
Consolidated net sales$1,156,779$579,401$1,736,180

(1) Includes U.S. export sales of $473.8 million for the three months ended March 31, 2024.

AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2025

(Unaudited)

Major Products and Services

The Company’s major products and services in the reportable segments were as follows:

Three months ended March 31, 2025
EIGEMGTotal
(In thousands)
Process and analytical instrumentation$776,871$—$776,871
Aerospace and power366,802171,908538,710
Automation and engineered solutions—416,390416,390
Consolidated net sales$1,143,673$588,298$1,731,971
Three months ended March 31, 2024
EIGEMGTotal
(In thousands)
Process and analytical instrumentation$791,538$—$791,538
Aerospace and power365,241152,452517,693
Automation and engineered solutions—426,949426,949
Consolidated net sales$1,156,779$579,401$1,736,180

Timing of Revenue Recognition

Three months ended March 31, 2025
EIGEMGTotal
(In thousands)
Products transferred at a point in time$906,887$533,408$1,440,295
Products and services transferred over time236,78654,890291,676
Consolidated net sales$1,143,673$588,298$1,731,971
Three months ended March 31, 2024
EIGEMGTotal
(In thousands)
Products transferred at a point in time$945,998$503,585$1,449,583
Products and services transferred over time210,78175,816286,597
Consolidated net sales$1,156,779$579,401$1,736,180

Product Warranties

The Company provides limited warranties in connection with the sale of its products. The warranty periods for products sold vary among the Company’s operations, but the majority do not exceed one year. The Company calculates its warranty expense provision based on its historical warranty experience and adjustments are made periodically to reflect actual warranty expenses. Product warranty obligations are reported as a component of Accrued liabilities and other in the consolidated balance sheet.

AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2025

(Unaudited)

Changes in the accrued product warranty obligation were as follows:

Three Months Ended March 31,
20252024
(In thousands)
Balance at the beginning of the period$38,555$37,087
Accruals for warranties issued during the period5,1674,867
Settlements made during the period(4,846)(5,761)
Warranty accruals related to acquired businesses and other during the period1,34532
Balance at the end of the period$40,221$36,225

Accounts Receivable

The Company maintains allowances for estimated losses resulting from the inability of customers to meet their financial obligations to the Company. The Company recognizes an allowance for credit losses, on all accounts receivable and contract assets, which considers risk of future credit losses based on factors such as historical experience, contract terms, as well as general and market business conditions, country, and political risk. Balances are written off when determined to be uncollectible.

At March 31, 2025, the Company had $996.5 million of accounts receivable, net of allowances of $13.3 million. At December 31, 2024, the Company had $948.8 million of accounts receivable, net of allowance of $13.0 million. Changes in the allowance were not material for the three months ended March 31, 2025.

4. Earnings Per Share

The calculation of basic earnings per share is based on the weighted average number of common shares considered outstanding during the periods. The calculation of diluted earnings per share reflects the effect of all potentially dilutive securities (principally outstanding stock options and restricted stock grants). The number of weighted average shares used in the calculation of basic earnings per share and diluted earnings per share was as follows:

Three Months Ended March 31,
20252024
(In thousands)
Weighted average shares:
Basic shares230,668231,097
Equity-based compensation plans874938
Diluted shares231,542232,035

The calculation of diluted earnings per share for the three months ended March 31, 2025 and 2024 excluded an immaterial number of stock options because the exercise prices of these stock options exceeded the average market price of the Company’s common shares, and the effect of their inclusion would have been antidilutive.

5. Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The Company utilizes a valuation hierarchy for disclosure of the inputs to the valuations used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s own assumptions used

AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2025

(Unaudited)

to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The following table provides the Company’s assets that are measured at fair value on a recurring basis, consistent with the fair value hierarchy, at March 31, 2025 and December 31, 2024:

March 31, 2025
TotalLevel 1Level 2Level 3
(In thousands)
Mutual fund investments$9,299$9,299$—$—
December 31, 2024
TotalLevel 1Level 2Level 3
(In thousands)
Mutual fund investments$9,124$9,124$—$—

The fair value of mutual fund investments is based on quoted market prices. The mutual fund investments are shown as a component of investments and other assets on the consolidated balance sheet.

For the three months ended March 31, 2025 and 2024, gains and losses on the investments noted above were not significant. No transfers between level 1 and level 2 investments occurred during the three months ended March 31, 2025 and 2024.

Financial Instruments

Cash, cash equivalents and mutual fund investments are recorded at fair value at March 31, 2025 and December 31, 2024 in the accompanying consolidated balance sheet.

The following table provides the estimated fair values of the Company’s financial instrument liabilities, for which fair value is measured for disclosure purposes only, compared to the recorded amounts at March 31, 2025 and December 31, 2024:

March 31, 2025December 31, 2024
Recorded AmountFair ValueRecorded AmountFair Value
(In thousands)
Long-term debt (including current portion)$(1,885,791)$(1,821,504)$(1,851,873)$(1,778,719)

The fair value of net short-term borrowings approximates the carrying value. The Company’s net long-term debt is all privately held with no public market for this debt, therefore, the fair value of net long-term debt was computed based on comparable current market data for similar debt instruments and is considered a level 3 liability.

6. Hedging Activities

The Company has designated certain foreign-currency-denominated long-term borrowings as hedges of the net investment in certain foreign operations. As of March 31, 2025, these net investment hedges included British-pound-and Euro-denominated long-term debt. These borrowings were designed to create net investment hedges in certain designated foreign subsidiaries. The Company designated the British-pound- and Euro-denominated loans as hedging instruments to offset translation gains or losses on the net investment due to changes in the British pound and Euro exchange rates. These net investment hedges are evidenced by management’s contemporaneous documentation supporting the hedge designation. Any gain or loss on the hedging instruments (the debt) following hedge designation is reported in accumulated other comprehensive income in the same manner as the translation adjustment on the hedged investment based on changes in the spot rate, which is used to measure hedge effectiveness.

At March 31, 2025, the Company had $290.1 million of British-pound-denominated loans and $620.7 million in Euro-denominated loans, which were designated as a hedge against the net investment in British pound and Euro functional currency foreign subsidiaries. As a result of the British-pound- and Euro-denominated loans designated and 100% effective as net

AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2025

(Unaudited)

investment hedges, $33.9 million of pre-tax currency remeasurement losses have been included in the foreign currency translation component of other comprehensive income for the three months ended March 31, 2025.

7. Inventories, net

March 31, 2025December 31, 2024
(In thousands)
Finished goods and parts$87,822$80,491
Work in process190,034171,084
Raw materials and purchased parts791,671770,138
Total inventories, net$1,069,527$1,021,713

8. Leases and Other Commitments

The Company has commitments under operating leases for certain facilities, vehicles and equipment used in its operations. Cash used in operations for operating leases was not materially different from operating lease expense for the three months ended March 31, 2025 and 2024. The Company's leases have a weighted average remaining lease term of approximately seven years. Certain lease agreements contain provisions for future rent increases.

The components of lease expense were as follows:

Three Months Ended March 31,
20252024
(In thousands)
Operating lease cost$20,275$17,604
Variable lease cost3,3453,191
Total lease cost$23,620$20,795

Supplemental balance sheet information related to leases was as follows:

March 31, 2025December 31, 2024
(In thousands)
Right of use assets, net$228,180$235,666
Lease liabilities included in Accrued Liabilities and other56,41554,736
Lease liabilities included in Other long-term liabilities182,226190,017
Total lease liabilities$238,641$244,753

AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2025

(Unaudited)

Maturities of lease liabilities as of March 31, 2025 were as follows:

Lease Liability Maturity AnalysisOperating Leases
(In thousands)
Remaining 2025$46,907
202654,987
202742,168
202830,841
202924,671
Thereafter81,520
Total lease payments281,094
Less: imputed interest42,453
$238,641

The Company does not have any significant leases that have not yet commenced.

Other Commitments

In the ordinary course of its business, the Company issues guarantees, stand-by letters of credit and surety bonds to provide financial or performance assurance to third parties on behalf of its consolidated subsidiaries to support or enhance the subsidiary's stand-alone creditworthiness. At March 31, 2025, the maximum amount of future payment obligations relative to these various guarantees was $279.1 million and the outstanding liability under certain of those guarantees was $180.2 million.

9. Acquisitions

The Company spent $103.2 million in cash, net of cash acquired, to acquire 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 is part of EIG.

The following table represents the allocation of the purchase price for the net assets of the Kern acquisition based on the estimated fair values at acquisition (in millions):

Property, plant and equipment$15.2
Goodwill48.4
Other intangible assets59.6
Deferred income taxes(18.9)
Net working capital and other(1)7.8
Total purchase price$112.1
Less: Acquisition date fair value of contingent payment liability(8.9)
Total cash paid$103.2

(1)Includes $6.3 million in accounts receivable, whose fair value, contractual cash flows and expected cash flows are approximately equal.

The amount allocated to goodwill is reflective of the benefits the Company expects to realize from the acquisition. Kern's design and engineering capabilities complement the Company's existing ultra precision technologies business.

At March 31, 2025, the purchase price allocated to other intangible assets of $59.6 million consists of $9.6 million of indefinite-lived intangible trade names, which are not subject to amortization. The remaining $50.0 million of other intangible assets consists of $40.4 million of customer relationships, which are being amortized over a period of 17 years, and $9.6 million of purchased technology, which is being amortized over a period of 17 years. Amortization expense for each of the next five years for the 2025 acquisition is expected to approximate $3 million per year.

AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2025

(Unaudited)

The Kern acquisition includes an $8.9 million estimated fair value contingent payment due upon Kern achieving certain cumulative revenue and EBITDA targets over the period January 1, 2025 to January 1, 2027. The contingent liability was based on a probabilistic approach using level 3 inputs. At March 31, 2025, there was no change to the estimated fair value of the contingent payment liability.

The Kern acquisition had an immaterial impact on reported net sales, net income, and diluted earnings per share for the three months ended March 31, 2025. Had the acquisition been made at the beginning of 2025 or 2024, pro forma net sales, net income, and diluted earnings per share for the three months ended March 31, 2025 and 2024, would not have been materially different than the amounts reported.

The Company has not finalized its measurements of certain tangible and intangible assets and liabilities or the accounting for income taxes for its October 2024 acquisition of Virtek Vision International or its January 2025 acquisition of Kern.

10. Goodwill

The changes in the carrying amounts of goodwill by segment were as follows:

EIGEMGTotal
(In millions)
Balance at December 31, 2024$4,424.9$2,131.0$6,555.9
Goodwill acquired from 2025 acquisitions48.4—48.4
Purchase price allocation adjustments and other(0.5)—(0.5)
Foreign currency translation adjustments11.316.227.5
Balance at March 31, 2025$4,484.1$2,147.2$6,631.3

11. Income Taxes

At March 31, 2025, the Company had gross uncertain tax benefits of $212.1 million, of which $168.2 million, if recognized, would impact the effective tax rate.

The following is a reconciliation of the liability for uncertain tax positions (in millions):

Balance at December 31, 2024$201.6
Additions for tax positions10.5
Reductions for tax positions—
Balance at March 31, 2025$212.1

The additions above primarily reflect the tax positions for foreign tax planning initiatives. The Company recognizes interest and penalties accrued related to uncertain tax positions in income tax expense. The amounts recognized in income tax expense for interest and penalties during the three months ended March 31, 2025 and 2024 were not significant.

The effective tax rate for the three months ended March 31, 2025 was 19.0%, compared with 18.5% for the three months ended March 31, 2024. The higher tax rate is primarily due to higher state income taxes and U.S. taxes on foreign earnings.

12. Debt

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

AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2025

(Unaudited)

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. At March 31, 2025, there were no borrowings outstanding under the commercial paper program.

13. Share-Based Compensation

The Company's share-based compensation plans are described in Note 11, Share-Based Compensation, to the consolidated financial statements in Part II, Item 8, filed on the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Share Based Compensation Expense

Total share-based compensation expense was as follows:

Three Months Ended March 31,
20252024
(In thousands)
Stock option expense$3,263$3,509
Restricted stock expense5,0554,797
Performance restricted stock unit expense1,146635
Total pre-tax expense$9,464$8,941

Pre-tax share-based compensation expense is included in the consolidated statement of income in either Cost of sales or Selling, general and administrative expenses, depending on where the recipient’s cash compensation is reported.

Stock Options

The fair value of each stock option grant is estimated on the grant date using a Black-Scholes-Merton option pricing model. The following weighted average assumptions were used in the Black-Scholes-Merton model to estimate the fair values of stock options granted during the periods indicated:

Three Months Ended March 31, 2025Year Ended December 31, 2024
Expected volatility22.7%28.2%
Expected term (years)5.05.0
Risk-free interest rate4.07%4.31%
Expected dividend yield0.70%0.62%
Black-Scholes-Merton fair value per stock option granted$46.21$56.42

AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2025

(Unaudited)

The following is a summary of the Company’s stock option activity and related information:

SharesWeighted Average Exercise PriceWeighted Average Remaining Contractual LifeAggregate Intrinsic Value
(In thousands)(Years)(In millions)
Outstanding at December 31, 20242,140$114.33
Granted267176.08
Exercised(56)99.48
Forfeited(11)150.68
Outstanding at March 31, 20252,340$121.576.6$121.5
Exercisable at March 31, 20251,805$107.585.8$117.2

The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2025 was $4.7 million. The total fair value of stock options vested during the three months ended March 31, 2025 was $13.7 million. As of March 31, 2025, there was approximately $23.6 million of expected future pre-tax compensation expense related to the 0.5 million non-vested stock options outstanding, which is expected to be recognized over a weighted average period of less than two years.

Restricted Stock

The following is a summary of the Company’s non-vested restricted stock activity and related information:

SharesWeighted Average Grant Date Fair Value
(In thousands)
Non-vested restricted stock outstanding at December 31, 2024277$159.71
Granted159176.25
Vested(131)150.52
Forfeited(6)161.10
Non-vested restricted stock outstanding at March 31, 2025299$172.51

The total fair value of restricted stock vested during the three months ended March 31, 2025 was $19.8 million. As of March 31, 2025, there was approximately $46.8 million of expected future pre-tax compensation expense related to the 0.3 million non-vested restricted shares outstanding, which is expected to be recognized over a weighted average period of approximately two years.

AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2025

(Unaudited)

Performance Restricted Stock Units

The following is a summary of the Company’s non-vested performance restricted stock activity and related information:

SharesWeighted Average Grant Date Fair Value
(In thousands)
Non-vested performance restricted stock outstanding at December 31, 2024235$150.92
Granted93176.08
Performance assumption change 18134.69
Vested(92)134.69
Forfeited(1)153.38
Non-vested performance restricted stock outstanding at March 31, 2025243$166.12

1 Reflects the number of PRSUs above target levels based on performance metrics.

As of March 31, 2025, there was approximately $21.4 million of expected future pre-tax compensation expense related to the 0.2 million non-vested restricted shares outstanding, which is expected to be recognized over a weighted average period of less than one year.

14. Retirement and Pension Plans

The components of net periodic pension benefit expense (income) were as follows:

Three Months Ended March 31,
20252024
(In thousands)
Defined benefit plans:
Service cost$572$730
Interest cost7,1756,989
Expected return on plan assets(13,094)(13,632)
Amortization of net actuarial loss and other2,0192,337
Pension income(3,328)(3,576)
Other plans:
Defined contribution plans12,50414,595
Foreign plans and other1,8041,689
Total other plans14,30816,284
Total net pension expense$10,980$12,708

For defined benefit plans, the net periodic benefit income, other than the service cost component, is included in “Other (expense) income, net” in the consolidated statement of income.

For the three months ended March 31, 2025 and 2024, contributions to the Company’s defined benefit pension plans were $1.5 million. The Company’s current estimate of 2025 contributions to its worldwide defined benefit pension plans is in line with the range disclosed in Note 12 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2025

(Unaudited)

15. Contingencies

Asbestos Litigation

The Company (including its subsidiaries) has been named as a defendant in a number of asbestos-related lawsuits. Certain of these lawsuits relate to a business which was acquired by the Company and do not involve products which were manufactured or sold by the Company. In connection with these lawsuits, the seller of such business has agreed to indemnify the Company against these claims (the “Indemnified Claims”). The Indemnified Claims have been tendered to, and are being defended by, such seller. The seller has met its obligations, in all respects, and the Company does not have any reason to believe such party would fail to fulfill its obligations in the future. To date, no judgments have been rendered against the Company as a result of any asbestos-related lawsuit. The Company believes that it has good and valid defenses to each of these claims and intends to defend them vigorously.

Environmental Matters

Certain historic processes in the manufacture of products have resulted in environmentally hazardous waste by-products as defined by federal and state laws and regulations. At March 31, 2025, the Company is named a Potentially Responsible Party (“PRP”) at 13 non-AMETEK-owned former waste disposal or treatment sites (the “non-owned” sites). The Company is identified as a “de minimis” party in a majority of these sites based on the low volume of waste attributed to the Company relative to the amounts attributed to other named PRPs. The Company is participating in the investigation and/or related required remediation as part of a PRP Group and reserves have been established to satisfy the Company’s expected obligations. The Company historically has resolved these issues within established reserve levels and reasonably expects this result will continue. In addition to these non-owned sites, the Company has an ongoing practice of providing reserves for probable remediation activities at certain of its current or previously owned manufacturing locations (the “owned” sites). For claims and proceedings against the Company with respect to other environmental matters, reserves are established once the Company has determined that a loss is probable and estimable. This estimate is refined as the Company moves through the various stages of investigation, risk assessment, feasibility study and corrective action processes. In certain instances, the Company has developed a range of estimates for such costs and has recorded a liability based on the best estimate. It is reasonably possible that the actual cost of remediation of the individual sites could vary from the current estimates and the amounts accrued in the consolidated financial statements; however, the amounts of such variances are not expected to result in a material change to the consolidated financial statements. In estimating the Company’s liability for remediation, the Company also considers the likely proportionate share of the anticipated remediation expense and the ability of the other PRPs to fulfill their obligations.

Total environmental reserves at March 31, 2025 and December 31, 2024 were $29.7 million and $29.8 million, respectively, for both non-owned and owned sites. For the three months ended March 31, 2025, the Company recorded $1.7 million in reserves. Additionally, the Company spent $1.8 million on environmental matters for the three months ended March 31, 2025.

The Company has agreements with other former owners of certain of its acquired businesses, as well as new owners of previously owned businesses. Under certain of the agreements, the former or new owners retained, or assumed and agreed to indemnify the Company against, certain environmental and other liabilities under certain circumstances. The Company and some of these other parties also carry insurance coverage for some environmental matters.

The Company believes it has established reserves for the environmental matters described above, which are sufficient to perform all known responsibilities under existing claims and consent orders. In the opinion of management, based on presently available information and the Company’s historical experience related to such matters, an adequate provision for probable costs has been made and the ultimate cost resulting from these actions is not expected to materially affect the consolidated results of operations, financial position or cash flows of the Company.

16. Reportable Segments

The Company has two reportable segments, Electronic Instruments Group (“EIG”) and Electromechanical Group (“EMG”). The Company identifies its operating segments for segment reporting purposes primarily on the basis of product type, production processes, distribution methods and management organizations.

AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2025

(Unaudited)

Reportable Segment Financial Information (in thousands):

Three Months Ended March 31, 2025
EMGEIGCorporateTotal Consolidated
Net Sales$588,298$1,143,673$—$1,731,971
Cost of sales437,788669,183—1,106,971
Selling expense21,792120,440—142,232
Segment Operating Income128,718354,050—482,768
Corporate G&A——27,93927,939
Operating Income128,718354,050(27,939)454,829
Interest expense——(18,993)(18,993)
Other (expense) income, net——(1,614)(1,614)
Income before Income Taxes$128,718$354,050$(48,546)$434,222
Depreciation15,39318,7571,43635,586
Amortization26,64344,138—70,781
Total depreciation and amortization$42,036$62,895$1,436$106,367
Research, Development & Engineering costs (1)$21,243$73,622$—$94,865
Assets$4,807,148$9,459,042$610,906$14,877,096
Capital Expenditures$7,164$10,403$5,502$23,069

(1)Included in cost of sales.

Three Months Ended March 31, 2024
EMGEIGCorporateTotal Consolidated
Net Sales$579,401$1,156,779$—$1,736,180
Cost of sales (1)466,378678,303—1,144,681
Selling expense22,332125,536—147,868
Segment Operating Income90,691352,940—443,631
Corporate G&A——26,41526,415
Operating Income90,691352,940(26,415)417,216
Interest expense——(35,254)(35,254)
Other (expense) income, net——(633)(633)
Income before Income Taxes$90,691$352,940$(62,302)$381,329
Depreciation$16,168$17,727$1,391$35,286
Amortization19,60243,112—62,714
Total depreciation and amortization$35,770$60,839$1,391$98,000
Research, Development & Engineering costs (2)$19,172$76,953$—$96,125
Assets$4,909,463$9,438,225$517,293$14,864,981
Capital Expenditures$12,397$12,707$2,548$27,652

(1)Includes $29.2 million in EMG for Paragon integration costs.

(2)Included in cost of sales.

Previous: Cover and table of contents · Next: Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations