filings.toolsAmetek 10-Q 2025-06-30
Filed 2025-07-31. 6 sections, 114K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 10-Q
_________________________
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2025
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 1-12981
_________________________
AMETEK, Inc.
(Exact name of registrant as specified in its charter)
_________________________
Delaware
(State or other jurisdiction of
incorporation or organization)
1100 Cassatt Road
Berwyn, Pennsylvania
(Address of principal executive offices)
14-1682544
(I.R.S. Employer
Identification No.)
19312-1177
(Zip Code)
Registrant’s telephone number, including area code: (610) 647-2121
_________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | ||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
_________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock | AME | New York Stock Exchange |
The number of shares of the registrant’s common stock outstanding as of the latest practicable date was: Common Stock, $0.01 Par Value, outstanding at July 25, 2025 was 230,953,960 shares.
AMETEK, Inc.
Form 10-Q
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AMETEK, Inc.
Consolidated Statement of Income
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net sales | $ | 1,778,056 | $ | 1,734,834 | $ | 3,510,027 | $ | 3,471,014 | |||||||||||||||
| Cost of sales | 1,142,167 | 1,110,425 | 2,249,138 | 2,255,106 | |||||||||||||||||||
| Selling, general and administrative | 174,263 | 176,895 | 344,434 | 351,178 | |||||||||||||||||||
| Total operating expenses | 1,316,430 | 1,287,320 | 2,593,572 | 2,606,284 | |||||||||||||||||||
| Operating income | 461,626 | 447,514 | 916,455 | 864,730 | |||||||||||||||||||
| Interest expense | (16,857) | (30,590) | (35,850) | (65,844) | |||||||||||||||||||
| Other (expense) income, net | (2,600) | 86 | (4,214) | (547) | |||||||||||||||||||
| Income before income taxes | 442,169 | 417,010 | 876,391 | 798,339 | |||||||||||||||||||
| Provision for income taxes | 83,802 | 79,327 | 166,266 | 149,713 | |||||||||||||||||||
| Net income | $ | 358,367 | $ | 337,683 | $ | 710,125 | $ | 648,626 | |||||||||||||||
| Basic earnings per share | $ | 1.55 | $ | 1.46 | $ | 3.08 | $ | 2.80 | |||||||||||||||
| Diluted earnings per share | $ | 1.55 | $ | 1.45 | $ | 3.07 | $ | 2.79 | |||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Basic shares | 230,818 | 231,437 | 230,743 | 231,267 | |||||||||||||||||||
| Diluted shares | 231,472 | 232,304 | 231,507 | 232,170 | |||||||||||||||||||
| Dividends declared and paid per share | $ | 0.31 | $ | 0.28 | $ | 0.62 | $ | 0.56 |
See accompanying notes.
AMETEK, Inc.
Condensed Consolidated Statement of Comprehensive Income
(In thousands)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Total comprehensive income | $ | 469,902 | $ | 325,618 | $ | 859,463 | $ | 611,175 |
See accompanying notes.
AMETEK, Inc.
Consolidated Balance Sheet
(In thousands)
| June 30, 2025 | December 31, 2024 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 619,712 | $ | 373,999 | |||||||
| Receivables, net | 1,020,967 | 948,830 | |||||||||
| Inventories, net | 1,110,502 | 1,021,713 | |||||||||
| Other current assets | 300,656 | 258,490 | |||||||||
| Total current assets | 3,051,837 | 2,603,032 | |||||||||
| Property, plant and equipment, net | 836,373 | 818,611 | |||||||||
| Right of use assets, net | 245,691 | 235,666 | |||||||||
| Goodwill | 6,723,879 | 6,555,877 | |||||||||
| Other intangibles, net | 3,880,465 | 3,915,173 | |||||||||
| Investments and other assets | 528,301 | 502,810 | |||||||||
| Total assets | $ | 15,266,546 | $ | 14,631,169 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Short-term borrowings and current portion of long-term debt, net | $ | 407,651 | $ | 654,346 | |||||||
| Accounts payable | 549,291 | 523,332 | |||||||||
| Customer advanced payments | 380,407 | 363,555 | |||||||||
| Income taxes payable | 77,574 | 84,428 | |||||||||
| Accrued liabilities and other | 453,512 | 472,926 | |||||||||
| Total current liabilities | 1,868,435 | 2,098,587 | |||||||||
| Long-term debt, net | 1,534,347 | 1,425,375 | |||||||||
| Deferred income taxes | 808,144 | 831,030 | |||||||||
| Other long-term liabilities | 666,948 | 620,873 | |||||||||
| Total liabilities | 4,877,874 | 4,975,865 | |||||||||
| Stockholders’ equity: | |||||||||||
| Common stock | 2,723 | 2,720 | |||||||||
| Capital in excess of par value | 1,275,795 | 1,264,670 | |||||||||
| Retained earnings | 11,624,849 | 11,057,684 | |||||||||
| Accumulated other comprehensive loss | (406,401) | (555,739) | |||||||||
| Treasury stock | (2,108,294) | (2,114,031) | |||||||||
| Total stockholders’ equity | 10,388,672 | 9,655,304 | |||||||||
| Total liabilities and stockholders’ equity | $ | 15,266,546 | $ | 14,631,169 |
See accompanying notes.
AMETEK, Inc.
Consolidated Statement of Stockholders’ Equity
(In thousands)
(Unaudited)
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Capital stock | |||||||||||||||||||||||
| Common stock, $0.01 par value | |||||||||||||||||||||||
| Balance at the beginning of the period | $ | 2,722 | $ | 2,715 | $ | 2,720 | $ | 2,709 | |||||||||||||||
| Shares issued | 1 | 1 | 3 | 7 | |||||||||||||||||||
| Balance at the end of the period | 2,723 | 2,716 | 2,723 | 2,716 | |||||||||||||||||||
| Capital in excess of par value | |||||||||||||||||||||||
| Balance at the beginning of the period | 1,255,018 | 1,186,132 | 1,264,670 | 1,168,694 | |||||||||||||||||||
| Issuance of common stock under employee s |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Recent Trends
In recent months, the United States government announced additional tariffs and trade restrictions on goods imported into the U.S. from various nations. In response, some nations countered with or are considering reciprocal tariffs and other actions. The U.S. government is negotiating with several of these nations regarding the tariffs, however, the outcome of these negotiations is still uncertain. Our businesses have been proactive in addressing the potential impacts of tariffs, including targeted pricing initiatives, strategic adjustments to our global supply chains, and leveraging our worldwide manufacturing footprint to localize production. As the situation continues to evolve, we cannot be certain of the outcome, which could adversely impact demand for our products, costs, inflation, customers, suppliers, and the overall global economy. We continue to monitor and analyze the impacts of the tariffs and will continue to implement appropriate actions as necessary to attempt to mitigate their effects.
Results of Operations
For the quarter ended June 30, 2025, the Company posted record sales as well as strong orders, operating income, and operating margins. Contributions from the acquisitions of Virtek Vision International ("Virtek") in October 2024 and Kern Microtechnik ("Kern") in January 2025 as well as our Operational Excellence initiatives had a positive impact on the second quarter of 2025 results.
Results of operations for the second quarter of 2025 compared with the second quarter of 2024
Net sales for the second quarter of 2025 were a record $1,778.1 million, an increase of $43.3 million or 2.5%, compared with net sales of $1,734.8 million for the second quarter of 2024. The increase in net sales for the second quarter of 2025 was due to a 2% increase from acquisitions as well as a 1% favorable effect of foreign currency translation.
Total international sales for the second quarter of 2025 were $843.0 million or 47.4% of net sales, an increase of $53.0 million or 6.7%, compared with international sales of $790.0 million or 45.5% of net sales for the second quarter of 2024. The increase in international sales was primarily driven by higher demand in all markets, as well as contributions from recent acquisitions.
Orders for the second quarter of 2025 were $1,782.1 million, an increase of $104.9 million or 6.3%, compared with $1,677.2 million for the second quarter of 2024. The increase in orders for the second quarter of 2025 was due to a 2% increase from acquisitions as well as a 5% favorable effect of foreign currency translation. The Company's backlog of unfilled orders at June 30, 2025 was $3,473.1 million, an increase of $69.9 million or 2.1% compared with $3,403.2 million at December 31, 2024.
Cost of sales for the second quarter of 2025 was $1,142.2 million or 64.2% of net sales, an increase of $31.8 million or 2.9%, compared with $1,110.4 million or 64.0% of net sales for the second quarter of 2024.
Segment operating income for the second quarter of 2025 was $488.3 million, an increase of $15.3 million or 3.2%, compared with segment operating income of $473.0 million for the second quarter of 2024. Segment operating margins, as a percentage of net sales, increased to 27.5% for the second quarter of 2025, compared with 27.3% for the second quarter of 2024. In the second quarter of 2025, segment operating margins were negatively impacted 30 basis points by the dilutive impact of recent acquisitions and 50 basis points from foreign currency translation headwinds. Excluding the dilutive impact of recent acquisitions and the effect of foreign currency translation, segment operating margins increased 100 basis points compared to the second quarter of 2024 due to the sales increase discussed above, as well as continued benefits from the Company's Operational Excellence initiatives.
Selling, general and administrative expenses for the second quarter of 2025 were $174.3 million or 9.8% of net sales, a decrease of $2.6 million or 1.5%, compared with $176.9 million or 10.2% of net sales for the second quarter of 2024. General and administrative expenses for the second quarter of 2025 were $26.7 million, compared with $25.4 million for the second quarter of 2024.
Consolidated operating income was $461.6 million or 26.0% of net sales for the second quarter of 2025, an increase of $14.1 million or 3.2%, compared with $447.5 million or 25.8% of net sales for the second quarter of 2024. In the second quarter of 2025, operating margins were negatively impacted 20 basis points by the dilutive impact of recent acquisitions and 50 basis points from foreign currency translation headwinds. Excluding the dilutive impact of recent acquisitions and the effect of foreign currency translation, operating margins increased 90 basis points compared to the second quarter of 2024 due to the sales increase discussed above, as well as continued benefits from the Company's Operational Excellence initiatives.
Interest expense for the second quarter of 2025 was $16.9 million, a decrease of $13.7 million or 44.9%, compared with $30.6 million for the second quarter of 2024. Higher borrowings under the revolving credit facility related to the Paragon acquisition resulted in higher interest expense in the second quarter of 2024.
Other expense, net was $2.6 million for the second quarter of 2025, compared with $0.1 million of other income, net for the second quarter of 2024.
The effective tax rate for the second quarter of 2025 and 2024 was 19.0%.
Net income for the second quarter of 2025 was $358.4 million, an increase of $20.7 million or 6.1%, compared with $337.7 million for the second quarter of 2024.
Diluted earnings per share for the second quarter of 2025 were $1.55, an increase of $0.10 or 6.9%, compared with $1.45 per diluted share for the second quarter of 2024.
Segment Results
EIG**’**s net sales totaled $1,159.6 million for the second quarter of 2025, an increase of $6.0 million or 0.5%, compared with $1,153.6 million for the second quarter of 2024. The net sales increase was due to a 2% increase from recent acquisitions, as well as a 1% favorable effect of foreign currency translation, partially offset by a 3% organic sales decrease.
EIG’s operating income was $344.4 million for the second quarter of 2025, a decrease of $5.5 million or 1.6%, compared with $349.9 million for the second quarter of 2024. EIG’s operating margins were 29.7% of net sales for the second quarter of 2025, compared with 30.3% for the second quarter of 2024. In the second quarter of 2025, EIG's operating margins were negatively impacted 50 basis points by the dilutive impact of recent acquisitions and foreign currency exchange headwinds of 50 basis points. Excluding the dilutive impact of recent acquisitions and the effect of foreign currency translation, EIG's operating margins increased 40 basis points compared to the second quarter of 2024 due to the continued benefits from the Company's Operational Excellence initiatives.
EMG’s net sales totaled a record $618.5 million for the second quarter of 2025, an increase of $37.3 million or 6.4%, compared with $581.2 million for the second quarter of 2024. The net sales increase was due to a 5% organic sales increase as well as a 1% favorable effect of foreign currency translation.
EMG’s operating income was a record $143.9 million for the second quarter of 2025, an increase of $20.8 million or 16.9%, compared with $123.1 million for the second quarter of 2024. EMG’s operating margins were 23.3% of net sales for the second quarter of 2025, compared with 21.2% for the second quarter of 2024. Foreign currency exchange headwinds negatively impacted EMG's operating margins in the second quarter of 2025 by 50 basis points. Excluding the effect of foreign currency translation, EMG's operating margins increased 260 basis points compared to the second quarter of 2024 due to the sales increase discussed above, as well as continued benefits from the Company's Operational Excellence initiatives.
Results of operations for the first six months of 2025 compared with the first six months of 2024
Net sales for the first six months of 2025 were $3,510.0 million, an increase of $39.0 million or 1.1%, compared with net sales of $3,471.0 million for the first six months of 2024. The increase in net sales for the first six months of 2025 was due to a 1% increase from acquisitions.
Total international sales for the first six months of 2025 were $1,647.5 million or 46.9% of net sales, an increase of $34.1 million or 2.1%, compared with international sales of $1,613.4 million or 46.5% of net sales for the first six months of 2024. The increase in international sales was primarily driven by contributions from recent acquisitions and increased demand in the Americas, partially offset by lower demand in Asia.
Orders for the first six months of 2025 were $3,579.8 million, an increase of $239.9 million or 7.2%, compared with $3,339.9 million for the first six months of 2024. The increase in orders for the first six months of 2025 was due to a 2% increase from acquisitions, a 4% favorable effect of foreign currency translation, as well as a 1% organic order increase.
Cost of sales for the first six months of 2025 was $2,249.1 million or 64.1% of net sales, a decrease of $6.0 million or 0.3%, compared with $2,255.1 million or 65.0% of net sales for the first six months of 2024.
Segment operating income for the first six months of 2025 was $971.1 million, an increase of $54.5 million or 5.9%, compared with segment operating income of $916.6 million for the first six months of 2024. Segment operating margins, as a percentage of net sales, increased to 27.7% for the first six months of 2025, compared with 26.4% for the first six months of 2024. In the first six months of 2025, the dilutive impact of recent acquisitions negatively impacted segment operating margins by 30 basis points. In the first six months of 2024, segment operating income and operating margins included $29.2 million of integration costs related to the Paragon acquisition, which negatively impacted segment operating margins by 80 basis points. Excluding the dilutive impact of the recent acquisitions and the Paragon integration costs, segment operating margins increased 80 basis points compared to the first six months of 2024, due to the continued benefits from the Company's Operational Excellence initiatives.
Selling, general and administrative expenses for the first six months of 2025 were $344.4 million or 9.8% of net sales, a decrease of $6.8 million or 1.9%, compared with $351.2 million or 10.1% of net sales for the first six months of 2024. General and administrative expenses for the first six months of 2025 were $54.6 million, compared with $51.9 million for the first six months of 2024.
Consolidated operating income was $916.5 million or 26.1% of net sales for the first six months of 2025, an increase of $51.8 million or 6.0%, compared with $864.7 million or 24.9% of net sales for the first six months of 2024. In the first six months of 2025, the dilutive impact of recent acquisitions negatively impacted operating margins by 30 basis points. In the first six months of 2024, operating income and operating margins included $29.2 million of integration costs related to the Paragon acquisition, which negatively impacted operating margins by 90 basis points. Excluding the dilutive impact of the recent acquisitions and the Paragon integration costs, operating margins increased 60 basis points compared to the first six months of 2024, due to the continued benefits from the Company's Operational Excellence initiatives.
Interest expense for the first six months of 2025 was $35.9 million, a decrease of $29.9 million or 45.4%, compared with $65.8 million for the first six months of 2024. Higher borrowings under the revolving credit facility related to the Paragon acquisition resulted in higher interest expense in the first six months of 2024.
Other expense, net was $4.2 million for the first six months of 2025, compared with $0.5 million of other expense, net for the first six months of 2024.
The effective tax rate for the first six months of 2025 was 19.0%, compared with 18.8% for the first six months of 2024.
Net income for the first six months of 2025 was $710.1 million, an increase of $61.5 million or 9.5%, compared with $648.6 million for the first six months of 2024.
Diluted earnings per share for the first six months of 2025 were $3.07, an increase of $0.28 or 10.0%, compared with $2.79 per diluted share for the first six months of 2024.
Segment Results
**EIG’**s net sales totaled $2,303.2 million for the first six months of 2025, a decrease of $7.2 million or 0.3%, compared with $2,310.4 million for the first six months of 2024. The net sales decrease was due to a 2% organic sales decrease, partially offset by a 2% increase from acquisitions.
EIG’s operating income was $698.5 million for the first six months of 2025, a decrease of $4.3 million or 0.6%, compared with $702.8 million for the first six months of 2024. EIG’s operating margins were 30.3% of net sales for the first six months of 2025, compared with 30.4% for the first six months of 2024. The dilutive impact of recent acquisitions in the first six months of 2025 negatively impacted EIG's operating margins by 60 basis points. Excluding the dilutive impact of recent acquisitions, EIG's operating margins increased 50 basis points in the first six months of 2025 compared to the first six months of 2024 due to the continued benefits from the Company's Operational Excellence initiatives.
EMG’s net sales totaled $1,206.8 million for the first six months of 2025, an increase of $46.2 million or 4.0%, compared with $1,160.6 million for the first six months of 2024. The net sales increase was due to a 4% organic sales increase.
EMG’s operating income was $272.6 million for the first six months of 2025, an increase of $58.8 million or 27.5%, compared with $213.8 million for the first six months of 2024. EMG’s operating margins were 22.6% of net sales for the first six months of 2025, compared with 18.4% for the first six months of 2024. EMG's operating income and operating margins for
the first six months of 2024 included $29.2 million of integration costs related to the Paragon acquisition, which negatively impacted segment operating margins by 250 basis points. Excluding the Paragon integration costs, segment operating margins increased 170 basis points compared to the first six months of 2024, due to the sales increase discussed above, as well as to the continued benefits from the Company's Operational Excellence initiatives.
Financial Condition
Liquidity and Capital Resources
Cash provided by operating activities totaled $776.6 million for the first six months of 2025, a decrease of $15.1 million or 1.9%, compared with $791.7 million for the first six months of 2024. The decrease in cash provided by operating activities for the first six months of 2025 was primarily due to higher working capital investments, partially offset by higher net income.
Free cash flow (cash flow provided by operating activities less capital expenditures) was $724.3 million for the first six months of 2025, compared with $742.6 million for the first six months of 2024. EBITDA (earnings before interest, income taxes, depreciation and amortization) was $1,123.6 million for the first six months of 2025, compared with $1,057.5 million for the first six months of 2024. Free cash flow and EBITDA are presented because the Company is aware that they are measures used by third parties in evaluating the Company.
Cash used by investing activities totaled $155.7 million for the first six months of 2025, compared with cash used by investing activities of $43.5 million for the first six months of 2024. For the first six months of 2025, the Company paid $104.1 million, net of cash acquired, to purchase Kern Microtechnik ("Kern"). For the first six months of 2024, the Company received $4.2 million from the sale of a facility. Additions to property, plant and equipment totaled $52.3 million for the first six months of 2025, compared with $49.1 million for the first six months of 2024.
Cash used by financing activities totaled $409.4 million for the first six months of 2025, compared with cash used by financing activities of $751.7 million for the first six months of 2024. At June 30, 2025, total debt, net was $1,942.0 million, compared with $2,079.7 million at December 31, 2024. For the first six months of 2025, total borrowings decreased by $252.7 million compared with a $640.6 million decrease for the first six months of 2024. In the second quarter of 2025, the Company paid in full, at maturity, a $50.0 million in aggregate principal amount of 3.91% senior notes. At June 30, 2025, the Company had available borrowing capacity of $2,221.7 million under its revolving credit facility, excluding the $700 million accordion feature.
The debt-to-capital ratio was 15.7% at June 30, 2025, compared with 17.7% at December 31, 2024. The net debt-to-capital ratio (total debt, net less cash and cash equivalents divided by the sum of net debt and stockholders’ equity) was 11.3% at June 30, 2025, compared with 15.0% at December 31, 2024. The net debt-to-capital ratio is presented because the Company is aware that this measure is used by third parties in evaluating the Company.
Additional financing activities for the first six months of 2025 included cash dividends paid of $143.0 million, compared with $129.4 million for the first six months of 2024. Effective February 7, 2025, the Company’s Board of Directors approved an 11% increase in the quarterly cash dividend on the Company’s common stock to $0.31 per common share from $0.28 per common share. The Company repurchased $18.1 million of its common stock for the first six months of 2025, compared with $7.6 million for the first six months of 2024. Proceeds from stock option exercises were $12.3 million for the first six months of 2025, compared with $34.5 million for the first six months of 2024.
As a result of all of the Company’s cash flow activities for the first six months of 2025, cash and cash equivalents at June 30, 2025 totaled $619.7 million, compared with $374.0 million at December 31, 2024. At June 30, 2025, the Company had $388.7 million in cash outside the United States, compared with $361.5 million at December 31, 2024. The Company utilizes this cash to fund its international operations, as well as to acquire international businesses. The Company is in compliance with all covenants, including financial covenants, for all of its debt agreements. The Company believes it has sufficient cash-generating capabilities from domestic and unrestricted foreign sources, available credit facilities and access to long-term capital funds to enable it to meet its operating needs and contractual obligations in the foreseeable future.
Subsequent Event
In July 2025, the Company acquired all outstanding shares of FARO Technologies ("FARO") common stock for approximately $920.0 million, net of cash acquired. The transaction was completed following the approval of FARO's stockholders and receipt of all regulatory approvals. FARO has annual sales of approximately $340 million. FARO is a leading
provider of 3D measurement and imaging solutions, including portable measurement arms, laser scanners and trackers, software solutions, and comprehensive service offerings. FARO will join the Electronic Instruments Group segment.
Critical Accounting Policies
The Company’s critical accounting policies are detailed in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition of its Annual Report on Form 10-K for the year ended December 31, 2024. Primary disclosure of the Company’s significant accounting policies is also included in Note 1 to the Consolidated Financial Statements included in Part II, Item 8 of its Annual Report on Form 10-K.
Forward-Looking Information
Information contained in this discussion, other than historical information, is considered “forward-looking statements” and is subject to various factors and uncertainties that may cause actual results to differ significantly from expectations. These factors and uncertainties include risks related to the Company’s ability to consummate and successfully integrate future acquisitions; risks associated with international sales and operations, including supply chain disruptions; tariffs, trade disputes and currency conditions; the Company’s ability to successfully develop new products, open new facilities or transfer product lines; the price and availability of raw materials; compliance with government regulations, including environmental regulations; changes in the competitive environment or the effects of competition in the Company’s markets; the ability to maintain adequate liquidity and financing sources; and general economic conditions affecting the industries the Company serves. A detailed discussion of these and other factors that may affect the Company’s future results is contained in AMETEK’s filings with the U.S. Securities and Exchange Commission, including its most recent reports on Form 10-K, 10-Q, and 8-K. AMETEK disclaims any intention or obligation to update or revise any forward-looking statements, unless required by the securities laws to do so.
Item 4. Controls and Procedures
The Company maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management in a timely manner. 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 June 30, 2025. Based on that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective at the reasonable assurance level.
Such evaluation did not identify any change in the Company’s internal control over financial reporting during the quarter ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) Purchase of equity securities by the issuer and affiliated purchasers.
The following table reflects purchases of AMETEK, Inc. common stock by the Company during the three months ended June 30, 2025:
| Period | Total Number of Shares Purchased (1)(2) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plan (2) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan | |||||||||||||||||||
| April 1, 2025 to April 30, 2025 | — | $ | — | — | $ | 1,243,033,673 | |||||||||||||||||
| May 1, 2025 to May 31, 2025 | 277 | 175.34 | 277 | 1,242,985,104 | |||||||||||||||||||
| June 1, 2025 to June 30, 2025 | 355 | 177.71 | 355 | 1,242,922,017 | |||||||||||||||||||
| Total | 632 | $ | 166.21 | 632 |
(1) Represents shares surrendered to the Company to satisfy tax withholding obligations in connection with employees’ share-based compensation awards.
(2) Effective February 7, 2025, the Company's Board of Directors approved a $1.25 billion share repurchase
authorization. This new authorization replaces the previous $1 billion share repurchase authorization approved in
May 2022. Consists of the number of shares purchased pursuant to the Company’s Board of Directors $1.25 billion authorization for the repurchase of its common stock. Such purchases may be effected from time to time in the open market or in private transactions, subject to market conditions and at management’s discretion.
Item 5. Other Information
Insider Trading Arrangements and Policies
During the quarter ended June 30, 2025, 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.
Item 6. Exhibits
| Exhibit Number | Description | |||||||
| 31.1* | Certification of Chief Executive Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 31.2* | Certification of Chief Financial Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 32.1* | Certification of Chief Executive Officer, Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 32.2* | Certification of Chief Financial Officer, Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 101.INS* | XBRL Instance Document. | |||||||
| 101.SCH* | XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101). |
- Filed electronically herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| AMETEK, Inc. | ||||||||
| By: | /s/ THOMAS M. MONTGOMERY | |||||||
| Thomas M. Montgomery | ||||||||
| Senior Vice President – Comptroller | ||||||||
| (Principal Accounting Officer) | ||||||||
| July 31, 2025 |