Item 1. Financial Statements

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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,
2025202420252024
Net sales$1,778,056$1,734,834$3,510,027$3,471,014
Cost of sales1,142,1671,110,4252,249,1382,255,106
Selling, general and administrative174,263176,895344,434351,178
Total operating expenses1,316,4301,287,3202,593,5722,606,284
Operating income461,626447,514916,455864,730
Interest expense(16,857)(30,590)(35,850)(65,844)
Other (expense) income, net(2,600)86(4,214)(547)
Income before income taxes442,169417,010876,391798,339
Provision for income taxes83,80279,327166,266149,713
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 shares230,818231,437230,743231,267
Diluted shares231,472232,304231,507232,170
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,
2025202420252024
Total comprehensive income$469,902$325,618$859,463$611,175

See accompanying notes.

AMETEK, Inc.

Consolidated Balance Sheet

(In thousands)

June 30, 2025December 31, 2024
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$619,712$373,999
Receivables, net1,020,967948,830
Inventories, net1,110,5021,021,713
Other current assets300,656258,490
Total current assets3,051,8372,603,032
Property, plant and equipment, net836,373818,611
Right of use assets, net245,691235,666
Goodwill6,723,8796,555,877
Other intangibles, net3,880,4653,915,173
Investments and other assets528,301502,810
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 payable549,291523,332
Customer advanced payments380,407363,555
Income taxes payable77,57484,428
Accrued liabilities and other453,512472,926
Total current liabilities1,868,4352,098,587
Long-term debt, net1,534,3471,425,375
Deferred income taxes808,144831,030
Other long-term liabilities666,948620,873
Total liabilities4,877,8744,975,865
Stockholders’ equity:
Common stock2,7232,720
Capital in excess of par value1,275,7951,264,670
Retained earnings11,624,84911,057,684
Accumulated other comprehensive loss(406,401)(555,739)
Treasury stock(2,108,294)(2,114,031)
Total stockholders’ equity10,388,6729,655,304
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,
2025202420252024
Capital stock
Common stock, $0.01 par value
Balance at the beginning of the period$2,722$2,715$2,720$2,709
Shares issued1137
Balance at the end of the period2,7232,7162,7232,716
Capital in excess of par value
Balance at the beginning of the period1,255,0181,186,1321,264,6701,168,694
Issuance of common stock under employee stock plans7,92811,059(11,188)19,556
Share-based compensation expense12,84913,22322,31322,164
Balance at the end of the period1,275,7951,210,4141,275,7951,210,414
Retained earnings
Balance at the beginning of the period11,337,98710,186,62111,057,6849,940,343
Net income358,367337,683710,125648,626
Cash dividends paid(71,505)(64,747)(142,960)(129,411)
Other—(1)—(2)
Balance at the end of the period11,624,84910,459,55611,624,84910,459,556
Accumulated other comprehensive (loss) income
Foreign currency translation:
Balance at the beginning of the period(355,272)(325,381)(392,133)(298,835)
Translation adjustments170,213(16,706)235,991(50,821)
Change in long-term intercompany notes(2,727)625(5,843)(4,048)
Net investment hedge instruments (loss) gain , net of tax of $17,857 and $(930) for the quarter ended June 30, 2025 and 2024 and $25,956 and $(4,917) for the six months ended June 30, 2025 and 2024, respectively(56,893)2,856(82,694)15,098
Balance at the end of the period(244,679)(338,606)(244,679)(338,606)
Defined benefit pension plans:
Balance at the beginning of the period(162,664)(184,947)(163,606)(186,107)
Amortization of net actuarial loss and other, net of tax of $(296) and $(365) for the quarter ended June 30, 2025 and 2024 and $(592) and $(730) for the six months ended June 30, 2025 and 2024, respectively9421,1601,8842,320
Balance at the end of the period(161,722)(183,787)(161,722)(183,787)
Accumulated other comprehensive loss at the end of the period(406,401)(522,393)(406,401)(522,393)
Treasury stock
Balance at the beginning of the period(2,107,845)(1,896,925)(2,114,031)(1,896,613)
Issuance of common stock under employee stock plans(338)(284)12,8146,319
Purchase of treasury stock(111)(680)(7,077)(7,595)
Balance at the end of the period(2,108,294)(1,897,889)(2,108,294)(1,897,889)
Total stockholders’ equity$10,388,672$9,252,404$10,388,672$9,252,404

See accompanying notes.

AMETEK, Inc.

Condensed Consolidated Statement of Cash Flows

(In thousands)

(Unaudited)

Six months ended June 30,
20252024
Cash provided by (used for):
Operating activities:
Net income$710,125$648,626
Adjustments to reconcile net income to total operating activities:
Depreciation and amortization214,068196,681
Deferred income taxes(39,069)(21,946)
Share-based compensation expense22,31322,164
Gain on sale of facilities(91)(995)
Net change in assets and liabilities, net of acquisitions(121,101)(41,144)
Pension contributions(3,021)(2,924)
Other, net(6,590)(8,800)
Total operating activities776,634791,662
Investing activities:
Additions to property, plant and equipment(52,338)(49,068)
Purchases of businesses, net of cash acquired(104,110)—
Proceeds from sale of business/investment—657
Proceeds from sale of facilities2004,246
Other, net521616
Total investing activities(155,727)(43,549)
Financing activities:
Net change in short-term borrowings(202,653)(640,611)
Repayments of long-term borrowings(50,000)—
Repurchases of common stock(18,122)(7,595)
Cash dividends paid(142,960)(129,411)
Proceeds from stock option exercises12,34334,524
Other, net(8,016)(8,557)
Total financing activities(409,408)(751,650)
Effect of exchange rate changes on cash and cash equivalents34,214(9,694)
Increase (decrease) in cash and cash equivalents245,713(13,231)
Cash and cash equivalents:
Beginning of period373,999409,804
End of period$619,712$396,573

See accompanying notes.

AMETEK, Inc.

Notes to Consolidated Financial Statements

June 30, 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 June 30, 2025, the consolidated results of its operations for the three and six months ended June 30, 2025 and 2024 and its cash flows for the six months ended June 30, 2025 and 2024 have been included. 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. 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 – June 30160,443149,674
Change in contract assets – increase (decrease)24,0118,848
Contract liabilities – January 1400,689432,830
Contract liabilities – June 30420,585425,617
Change in contract liabilities – (increase) decrease(19,896)7,213
Net change$4,115$16,061

For the six months ended June 30, 2025 and 2024, the Company recognized revenue of $243.7 million and $285.5 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 June 30, 2025 and December 31, 2024, $40.2 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

June 30, 2025

(Unaudited)

The remaining performance obligations not expected to be completed within one year as of June 30, 2025 and December 31, 2024 were $627.3 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 and six months ended June 30:

Three months ended June 30, 2025Six months ended June 30, 2025
EIGEMGTotalEIGEMGTotal
(In thousands)
United States$576,268$358,738$935,006$1,156,393$706,143$1,862,536
International(1):
United Kingdom24,73937,60362,34255,55675,409130,965
European Union countries145,453109,137254,590277,919213,322491,241
Asia289,96562,281352,246564,830117,459682,289
Other foreign countries123,14650,726173,872248,54694,450342,996
Total international583,303259,747843,0501,146,851500,6401,647,491
Consolidated net sales$1,159,571$618,485$1,778,056$2,303,244$1,206,783$3,510,027

(1) Includes U.S. export sales of $472.9 million and $942.9 million for the three and six months ended June 30, 2025, respectively.

Three months ended June 30, 2024Six months ended June 30, 2024
EIGEMGTotalEIGEMGTotal
(In thousands)
United States$602,677$342,201$944,878$1,171,574$686,061$1,857,635
International(1):
United Kingdom27,75935,75563,51454,46663,947118,413
European Union countries128,428106,990235,418270,670221,976492,646
Asia281,99056,310338,300580,035106,509686,544
Other foreign countries112,75939,965152,724233,64782,129315,776
Total international550,936239,020789,9561,138,818474,5611,613,379
Consolidated net sales$1,153,613$581,221$1,734,834$2,310,392$1,160,622$3,471,014

(1) Includes U.S. export sales of $435.6 million and $909.3 million for the three and six months ended June 30, 2024, respectively.

AMETEK, Inc.

Notes to Consolidated Financial Statements

June 30, 2025

(Unaudited)

Major Products and Services

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

Three months ended June 30, 2025Six months ended June 30, 2025
EIGEMGTotalEIGEMGTotal
(In thousands)
Process and analytical instrumentation$802,866$—$802,866$1,579,737$—$1,579,737
Aerospace and power356,705180,723537,428723,507352,6311,076,138
Automation and engineered solutions—437,762437,762—854,152854,152
Consolidated net sales$1,159,571$618,485$1,778,056$2,303,244$1,206,783$3,510,027
Three months ended June 30, 2024Six months ended June 30, 2024
EIGEMGTotalEIGEMGTotal
(In thousands)
Process and analytical instrumentation$802,724$—$802,724$1,594,262$—$1,594,262
Aerospace and power350,889154,463505,352716,130306,9151,023,045
Automation and engineered solutions—426,758426,758—853,707853,707
Consolidated net sales$1,153,613$581,221$1,734,834$2,310,392$1,160,622$3,471,014

Timing of Revenue Recognition

Three months ended June 30, 2025Six months ended June 30, 2025
EIGEMGTotalEIGEMGTotal
(In thousands)
Products transferred at a point in time$919,601$564,030$1,483,631$1,826,488$1,097,438$2,923,926
Products and services transferred over time239,97054,455294,425476,756109,345586,101
Consolidated net sales$1,159,571$618,485$1,778,056$2,303,244$1,206,783$3,510,027
Three months ended June 30, 2024Six months ended June 30, 2024
EIGEMGTotalEIGEMGTotal
(In thousands)
Products transferred at a point in time$925,932$493,999$1,419,931$1,871,930$997,584$2,869,514
Products and services transferred over time227,68187,222314,903438,462163,038601,500
Consolidated net sales$1,153,613$581,221$1,734,834$2,310,392$1,160,622$3,471,014

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

June 30, 2025

(Unaudited)

Changes in the accrued product warranty obligation were as follows:

Six Months Ended June 30,
20252024
(In thousands)
Balance at the beginning of the period$38,555$37,087
Accruals for warranties issued during the period9,97010,648
Settlements made during the period(9,418)(11,073)
Warranty accruals related to acquired businesses and other during the period2,123(30)
Balance at the end of the period$41,230$36,632

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 June 30, 2025, the Company had $1,021.0 million of accounts receivable, net of allowances of $13.1 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 and six months ended June 30, 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 June 30,Six Months Ended June 30,
2025202420252024
(In thousands)
Weighted average shares:
Basic shares230,818231,437230,743231,267
Equity-based compensation plans654867764903
Diluted shares231,472232,304231,507232,170

The calculation of diluted earnings per share for the three and six months ended June 30, 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

June 30, 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 June 30, 2025 and December 31, 2024:

June 30, 2025
TotalLevel 1Level 2Level 3
(In thousands)
Mutual fund investments$9,787$9,787$—$—
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 six months ended June 30, 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 six months ended June 30, 2025 and 2024.

Financial Instruments

Cash, cash equivalents and mutual fund investments are recorded at fair value at June 30, 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 June 30, 2025 and December 31, 2024:

June 30, 2025December 31, 2024
Recorded AmountFair ValueRecorded AmountFair Value
(In thousands)
Long-term debt (including current portion)$(1,910,540)$(1,858,979)$(1,851,873)$(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 June 30, 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 June 30, 2025, the Company had $308.7 million of British-pound-denominated loans and $676.8 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

June 30, 2025

(Unaudited)

investment hedges, $108.7 million of pre-tax currency remeasurement losses have been included in the foreign currency translation component of other comprehensive income for the six months ended June 30, 2025.

7. Inventories, net

June 30, 2025December 31, 2024
(In thousands)
Finished goods and parts$79,932$80,491
Work in process204,840171,084
Raw materials and purchased parts825,730770,138
Total inventories, net$1,110,502$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 six months ended June 30, 2025 and 2024. The Company's leases have a weighted average remaining lease term of approximately six years. Certain lease agreements contain provisions for future rent increases.

The components of lease expense were as follows:

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
(In thousands)
Operating lease cost$22,962$17,797$43,237$35,401
Variable lease cost3,8573,1427,2026,333
Total lease cost$26,819$20,939$50,439$41,734

Supplemental balance sheet information related to leases was as follows:

June 30, 2025December 31, 2024
(In thousands)
Right of use assets, net$245,691$235,666
Lease liabilities included in Accrued Liabilities and other55,95554,736
Lease liabilities included in Other long-term liabilities200,746190,017
Total lease liabilities$256,701$244,753

AMETEK, Inc.

Notes to Consolidated Financial Statements

June 30, 2025

(Unaudited)

Maturities of lease liabilities as of June 30, 2025 were as follows:

Lease Liability Maturity AnalysisOperating Leases
(In thousands)
Remaining 2025$32,739
202659,106
202748,173
202837,271
202931,017
Thereafter93,763
Total lease payments302,069
Less: imputed interest45,368
$256,701

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 June 30, 2025, the maximum amount of future payment obligations relative to these various guarantees was $296.2 million and the outstanding liability under certain of those guarantees was $176.1 million.

9. Acquisitions

The Company spent $104.1 million in cash, net of cash acquired, to acquire Kern Microtechnik ("Kern") in January 2025. Kern is 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$10.1
Goodwill55.0
Other intangible assets59.6
Deferred income taxes(18.9)
Net working capital and other(1)7.2
Total purchase price$113.0
Less: Acquisition date fair value of contingent payment liability(8.9)
Total cash paid$104.1

(1)Includes $6.4 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 June 30, 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

June 30, 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 June 30, 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 and six months ended June 30, 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 and six months ended June 30, 2025 and 2024, would not have been materially different than the amounts reported.

The Company finalized its measurements of tangible and intangible assets and liabilities for its October 2024 acquisition of Virtek Vision International, which had no material impact to the consolidated statement of income and balance sheet. The Company has not finalized its measurements of certain tangible and intangible assets and liabilities or the accounting for income taxes for its January 2025 acquisition of Kern.

Acquisition Subsequent to June 30, 2025

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.

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 acquisitions55.0—55.0
Purchase price allocation adjustments and other4.5—4.5
Foreign currency translation adjustments72.436.1108.5
Balance at June 30, 2025$4,556.8$2,167.1$6,723.9

11. Income Taxes

At June 30, 2025, the Company had gross uncertain tax benefits of $223.1 million, of which $178.5 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 positions23.2
Reductions for tax positions(1.7)
Balance at June 30, 2025$223.1

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 and six months ended June 30, 2025 and 2024 were not significant.

The effective tax rate for the three months ended June 30, 2025 and 2024 was 19.0%.

AMETEK, Inc.

Notes to Consolidated Financial Statements

June 30, 2025

(Unaudited)

Subsequent Event

On July 4, 2025, the President signed into law the One Big Beautiful Bill Act (“OBBBA”), enacting permanent extensions of most expiring Tax Cuts and Jobs Act provisions and international tax changes, including modifications to bonus depreciation, R&D expensing, and interest expense limitations. The Company is currently evaluating the potential impacts of the OBBBA.

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 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 June 30, 2025, there were no borrowings outstanding under the commercial paper program.

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.

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 June 30,Six Months Ended June 30,
2025202420252024
(In thousands)
Stock option expense$2,853$3,517$6,116$7,026
Restricted stock expense5,2705,32910,32510,126
Performance restricted stock unit expense4,7264,3775,8725,012
Total pre-tax expense$12,849$13,223$22,313$22,164

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.

AMETEK, Inc.

Notes to Consolidated Financial Statements

June 30, 2025

(Unaudited)

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:

Six Months Ended June 30, 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

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(134)102.66
Forfeited(27)159.79
Outstanding at June 30, 20252,246$121.836.4$133.0
Exercisable at June 30, 20251,728$107.705.6$126.7

The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2025 was $10.1 million. The total fair value of stock options vested during the six months ended June 30, 2025 was $13.7 million. As of June 30, 2025, there was approximately $20.2 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 approximately 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
Granted163176.25
Vested(134)150.80
Forfeited(18)167.84
Non-vested restricted stock outstanding at June 30, 2025288$172.72

The total fair value of restricted stock vested during the six months ended June 30, 2025 was $20.3 million. As of June 30, 2025, there was approximately $41.1 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

June 30, 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)157.01
Non-vested performance restricted stock outstanding at June 30, 2025243$166.13

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

As of June 30, 2025, there was approximately $15.9 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 June 30,Six Months Ended June 30,
2025202420252024
(In thousands)
Defined benefit plans:
Service cost$596$727$1,168$1,457
Interest cost7,3256,97814,50013,967
Expected return on plan assets(13,236)(13,619)(26,330)(27,251)
Amortization of net actuarial loss and other2,0662,3334,0854,670
Pension income(3,249)(3,581)(6,577)(7,157)
Other plans:
Defined contribution plans11,18710,98523,69125,580
Foreign plans and other1,1842,2872,9883,976
Total other plans12,37113,27226,67929,556
Total net pension expense$9,122$9,691$20,102$22,399

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 six months ended June 30, 2025 and 2024, contributions to the Company’s defined benefit pension plans were $3.0 million and $2.9 million, respectively. 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

June 30, 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 June 30, 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 June 30, 2025 and December 31, 2024 were $29.1 million and $29.8 million, respectively, for both non-owned and owned sites. For the six months ended June 30, 2025, the Company recorded $3.5 million in reserves. Additionally, the Company spent $4.2 million on environmental matters for the six months ended June 30, 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 and Electromechanical Group. 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

June 30, 2025

(Unaudited)

Reportable Segment Financial Information (in thousands):

Three Months Ended June 30, 2025
EMGEIGCorporateTotal Consolidated
Net Sales$618,485$1,159,571$—$1,778,056
Cost of sales452,132690,035—1,142,167
Selling expense22,465125,108—147,573
Segment Operating Income143,888344,428—488,316
Corporate G&A——26,69026,690
Operating Income143,888344,428(26,690)461,626
Interest expense——(16,857)(16,857)
Other (expense) income, net——(2,600)(2,600)
Income before Income Taxes$143,888$344,428$(46,147)$442,169
Depreciation15,66519,1301,48136,276
Amortization26,81244,613—71,425
Total depreciation and amortization$42,477$63,743$1,481$107,701
Research, Development & Engineering costs (1)$21,032$73,195$—$94,227
Assets$4,847,262$9,541,110$878,174$15,266,546
Capital Expenditures$10,193$11,266$7,810$29,269

(1)Included in cost of sales.

Three Months Ended June 30, 2024
EMGEIGCorporateTotal Consolidated
Net Sales$581,221$1,153,613$—$1,734,834
Cost of sales435,427674,998—1,110,425
Selling expense22,692128,758—151,450
Segment Operating Income123,102349,857—472,959
Corporate G&A——25,44525,445
Operating Income123,102349,857(25,445)447,514
Interest expense——(30,590)(30,590)
Other (expense) income, net——8686
Income before Income Taxes$123,102$349,857$(55,949)$417,010
Depreciation$16,514$17,703$1,644$35,861
Amortization19,60743,214—62,821
Total depreciation and amortization$36,121$60,917$1,644$98,682
Research, Development & Engineering costs (1)$18,261$71,951$—$90,212
Assets$4,892,661$9,368,934$534,271$14,795,866
Capital Expenditures$6,375$10,436$4,605$21,416

(1)Included in cost of sales.

AMETEK, Inc.

Notes to Consolidated Financial Statements

June 30, 2025

(Unaudited)

Six Months Ended June 30, 2025
EMGEIGCorporateTotal Consolidated
Net Sales$1,206,783$2,303,244$—$3,510,027
Cost of sales889,9201,359,218—2,249,138
Selling expense44,257245,548—289,805
Segment Operating Income272,606698,478—971,084
Corporate G&A——54,62954,629
Operating Income272,606698,478(54,629)916,455
Interest expense——(35,850)(35,850)
Other (expense) income, net——(4,214)(4,214)
Income before Income Taxes$272,606$698,478$(94,693)$876,391
Depreciation$31,058$37,887$2,917$71,862
Amortization53,45588,751—142,206
Total depreciation and amortization$84,513$126,638$2,917$214,068
Research, Development & Engineering costs (1)$42,275$146,817$—$189,092
Capital Expenditures (2)$17,357$21,669$13,312$52,338

(1)Included in cost of sales.

(2)Includes $20.0 million in EIG from an acquired business.

Six Months Ended June 30, 2024
EMGEIGCorporateTotal Consolidated
Net Sales$1,160,622$2,310,392$—$3,471,014
Cost of sales (1)901,8051,353,301—2,255,106
Selling expense45,024254,294—299,318
Segment Operating Income213,793702,797—916,590
Corporate G&A——51,86051,860
Operating Income213,793702,797(51,860)864,730
Interest expense——(65,844)(65,844)
Other (expense) income, net——(547)(547)
Income before Income Taxes$213,793$702,797$(118,251)$798,339
Depreciation$32,682$35,430$3,035$71,147
Amortization39,20986,325—125,534
Total depreciation and amortization$71,891$121,755$3,035$196,681
Research, Development & Engineering costs (2)$37,433$148,904$—$186,337
Capital Expenditures$18,772$23,143$7,153$49,068

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

(2)Included in cost of sales.

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