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 September 30, ~~2022~~2023


☐			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, 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	☐ (Do not check if a smaller reporting company)	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 October ~~28, 2022~~27, 2023 was ~~229,654,397~~230,798,657 shares.

AMETEK, Inc.

Form 10-Q

Table of Contents


			Page

PART I. FINANCIAL INFORMATION

Item 1.Financial Statements

Consolidated Statement of Income for the three and nine months ended September 30, ~~2022~~2023 and ~~2021~~2022			3
Condensed Consolidated Statement of Comprehensive Income for the three and nine months ended September 30, ~~2022~~2023 and ~~2021~~2022			4
Consolidated Balance Sheet at September 30, ~~2022~~2023 and December 31, ~~2021~~2022			5
Consolidated Statement of Stockholders’ Equity for the three and nine months ended ~~September~~Se ptember 30, ~~2022~~2023 and ~~2021~~2022			6
Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, ~~2022~~2023 and ~~2021~~2022			7
Notes to Consolidated Financial Statements			8

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations			20
Item 4.Controls and Procedures			24

PART II. OTHER INFORMATION


Item 2.Unregistered Sales of Equity Securities and Use of Proceeds			25
Item 5. Other Information			25
Item 6.Exhibits			26

SIGNATURES			27

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 September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Net sales	Net sales	$	1,551,786	$	1,440,681	$	4,524,863	$	4,042,769	Net sales	$	1,622,837	$	1,551,786	$	4,866,065	$	4,524,863
Cost of sales	Cost of sales	1,004,596		949,402		2,941,604		2,651,506		Cost of sales	1,020,920		1,004,596		3,096,635		2,941,604
Selling, general and administrative	Selling, general and administrative	162,670		153,716		480,657		443,744		Selling, general and administrative	163,782		162,670		506,963		480,657
Total operating expenses	Total operating expenses	1,167,266		1,103,118		3,422,261		3,095,250		Total operating expenses	1,184,702		1,167,266		3,603,598		3,422,261
Operating income	Operating income	384,520		337,563		1,102,602		947,519		Operating income	438,135		384,520		1,262,467		1,102,602
Interest expense	Interest expense	(20,245)		(20,476)		(60,165)		(59,865)		Interest expense	(18,386)		(20,245)		(57,678)		(60,165)
Other income (expense), net		3,227		2,581		7,752		(3,775)
Other (expense) income, net										Other (expense) income, net	(6,256)		3,227		(15,313)		7,752
Income before income taxes	Income before income taxes	367,502		319,668		1,050,189		883,879		Income before income taxes	413,493		367,502		1,189,476		1,050,189
Provision for income taxes	Provision for income taxes	69,861		62,208		197,728		175,507		Provision for income taxes	73,123		69,861		219,152		197,728
Net income	Net income	$	297,641	$	257,460	$	852,461	$	708,372	Net income	$	340,370	$	297,641	$	970,324	$	852,461
Basic earnings per share	Basic earnings per share	$	1.30	$	1.11	$	3.70	$	3.07	Basic earnings per share	$	1.48	$	1.30	$	4.21	$	3.70
Diluted earnings per share	Diluted earnings per share	$	1.29	$	1.10	$	3.68	$	3.04	Diluted earnings per share	$	1.47	$	1.29	$	4.19	$	3.68
Weighted average common shares outstanding:	Weighted average common shares outstanding:									Weighted average common shares outstanding:
Basic shares	Basic shares	229,500		231,171		230,360		230,811		Basic shares	230,691		229,500		230,431		230,360
Diluted shares	Diluted shares	230,714		233,000		231,675		232,712		Diluted shares	231,751		230,714		231,414		231,675
Dividends declared and paid per share	Dividends declared and paid per share	$	0.22	$	0.20	$	0.66	$	0.60	Dividends declared and paid per share	$	0.25	$	0.22	$	0.75	$	0.66

See accompanying notes.

Table of Contents

AMETEK, Inc.

Condensed Consolidated Statement of Comprehensive Income

(In thousands)

(Unaudited)

Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Total comprehensive income $ 215,568 $ 240,076 $ 694,902 $ 688,575


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Total comprehensive income	$	294,757	$	215,568	$	977,660	$	694,902

See accompanying notes.

Table of Contents

AMETEK, Inc.

Consolidated Balance Sheet

(In thousands)


		September 30, 2022		December 31, 2021			September 30, 2023		December 31, 2022
		(Unaudited)					(Unaudited)
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	309,944	$	346,772	Cash and cash equivalents	$	841,901	$	345,386
Receivables, net	Receivables, net	876,460		829,213		Receivables, net	936,803		919,335
Inventories, net	Inventories, net	1,025,130		769,175		Inventories, net	1,087,584		1,044,284
Other current assets	Other current assets	221,034		183,605		Other current assets	252,407		219,053
Total current assets	Total current assets	2,432,568		2,128,765		Total current assets	3,118,695		2,528,058
Property, plant and equipment, net	Property, plant and equipment, net	594,926		617,138		Property, plant and equipment, net	631,692		635,641
Right of use assets, net	Right of use assets, net	161,217		169,924		Right of use assets, net	165,450		170,295
Goodwill	Goodwill	5,190,196		5,238,726		Goodwill	5,479,025		5,372,562
Other intangibles, net	Other intangibles, net	3,254,243		3,368,629		Other intangibles, net	3,283,846		3,342,085
Investments and other assets	Investments and other assets	405,782		375,005		Investments and other assets	414,668		382,479
Total assets	Total assets	$	12,038,932	$	11,898,187	Total assets	$	13,093,376	$	12,431,120

LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Short-term borrowings and current portion of long-term debt, net	Short-term borrowings and current portion of long-term debt, net	$	272,027	$	315,093	Short-term borrowings and current portion of long-term debt, net	$	304,480	$	226,079
Accounts payable	Accounts payable	524,255		470,252		Accounts payable	486,581		497,134
Customer advanced payments	Customer advanced payments	332,244		298,728		Customer advanced payments	362,985		357,674
Income taxes payable	Income taxes payable	49,056		35,904		Income taxes payable	61,800		48,171
Accrued liabilities and other	Accrued liabilities and other	413,801		443,337		Accrued liabilities and other	457,874		435,144
Total current liabilities	Total current liabilities	1,591,383		1,563,314		Total current liabilities	1,673,720		1,564,202
Long-term debt, net	Long-term debt, net	2,085,364		2,229,148		Long-term debt, net	1,856,129		2,158,928
Deferred income taxes	Deferred income taxes	696,091		719,675		Deferred income taxes	629,590		694,267
Other long-term liabilities	Other long-term liabilities	533,422		514,166		Other long-term liabilities	591,428		537,211
Total liabilities	Total liabilities	4,906,260		5,026,303		Total liabilities	4,750,867		4,954,608
Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Common stock	Common stock	2,695		2,689		Common stock	2,708		2,700
Capital in excess of par value	Capital in excess of par value	1,059,079		1,012,526		Capital in excess of par value	1,148,107		1,094,236
Retained earnings	Retained earnings	8,600,938		7,900,113		Retained earnings	9,655,114		8,857,485
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(628,003)		(470,444)		Accumulated other comprehensive loss	(567,609)		(574,945)
Treasury stock	Treasury stock	(1,902,037)		(1,573,000)		Treasury stock	(1,895,811)		(1,902,964)
Total stockholders’ equity	Total stockholders’ equity	7,132,672		6,871,884		Total stockholders’ equity	8,342,509		7,476,512
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	12,038,932	$	11,898,187	Total liabilities and stockholders’ equity	$	13,093,376	$	12,431,120

See accompanying notes.

Table of Contents

AMETEK, Inc.

Consolidated Statement of Stockholders’ Equity

(In thousands)

(Unaudited)


		Three months ended September 30,				Nine months ended September 30,					Three months ended September 30,				Nine months ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Capital stock	Capital stock									Capital stock

Common stock, $0.01 par value	Common stock, $0.01 par value									Common stock, $0.01 par value
Balance at the beginning of the period	Balance at the beginning of the period	$	2,695	$	2,684	$	2,689	$	2,676	Balance at the beginning of the period	$	2,707	$	2,695	$	2,700	$	2,689
Shares issued	Shares issued	—		2		6		10		Shares issued	1		—		8		6
Balance at the end of the period	Balance at the end of the period	2,695		2,686		2,695		2,686		Balance at the end of the period	2,708		2,695		2,708		2,695
Capital in excess of par value	Capital in excess of par value									Capital in excess of par value
Balance at the beginning of the period	Balance at the beginning of the period	1,040,951		964,791		1,012,526		921,752		Balance at the beginning of the period	1,123,920		1,040,951		1,094,236		1,012,526
Issuance of common stock under employee stock plans	Issuance of common stock under employee stock plans	6,068		10,098		11,966		29,544		Issuance of common stock under employee stock plans	11,274		6,068		18,098		11,966
Share-based compensation expense	Share-based compensation expense	12,060		11,428		34,587		35,021		Share-based compensation expense	12,913		12,060		35,773		34,587
Balance at the end of the period	Balance at the end of the period	1,059,079		986,317		1,059,079		986,317		Balance at the end of the period	1,148,107		1,059,079		1,148,107		1,059,079
Retained earnings	Retained earnings									Retained earnings
Balance at the beginning of the period	Balance at the beginning of the period	8,353,735		7,453,401		7,900,113		7,094,656		Balance at the beginning of the period	9,372,368		8,353,735		8,857,485		7,900,113
Net income	Net income	297,641		257,460		852,461		708,372		Net income	340,370		297,641		970,324		852,461
Cash dividends paid	Cash dividends paid	(50,438)		(46,178)		(151,635)		(138,345)		Cash dividends paid	(57,622)		(50,438)		(172,693)		(151,635)

Other	Other	—		(1)		(1)		(1)		Other	(2)		—		(2)		(1)
Balance at the end of the period	Balance at the end of the period	8,600,938		7,664,682		8,600,938		7,664,682		Balance at the end of the period	9,655,114		8,600,938		9,655,114		8,600,938
Accumulated other comprehensive (loss) income	Accumulated other comprehensive (loss) income									Accumulated other comprehensive (loss) income
Foreign currency translation:	Foreign currency translation:									Foreign currency translation:
Balance at the beginning of the period	Balance at the beginning of the period	(352,851)		(256,421)		(275,365)		(250,748)		Balance at the beginning of the period	(318,359)		(352,851)		(368,124)		(275,365)
Translation adjustments	Translation adjustments	(110,524)		(31,207)		(225,100)		(45,160)		Translation adjustments	(62,092)		(110,524)		568		(225,100)
Change in long-term intercompany notes	Change in long-term intercompany notes	(17,393)		(5,475)		(40,512)		(11,041)		Change in long-term intercompany notes	(6,994)		(17,393)		(1,091)		(40,512)
Net investment hedge instruments gain (loss), net of tax of $(14,604) and $(5,715) for the quarter ended September 30, 2022 and 2021, and $(34,212) and $(10,194) for the nine months ended September 30, 2022 and 2021, respectively		44,844		17,668		105,053		31,514
Net investment hedge instruments gain (loss), net of tax of $(7,126) and $(14,604) for the quarter ended September 30, 2023 and 2022 and $(1,004) and $(34,212) for the nine months ended September 30, 2023 and 2022, respectively										Net investment hedge instruments gain (loss), net of tax of $(7,126) and $(14,604) for the quarter ended September 30, 2023 and 2022 and $(1,004) and $(34,212) for the nine months ended September 30, 2023 and 2022, respectively	21,881		44,844		3,083		105,053
Balance at the end of the period	Balance at the end of the period	(435,924)		(275,435)		(435,924)		(275,435)		Balance at the end of the period	(365,564)		(435,924)		(365,564)		(435,924)
Defined benefit pension plans:	Defined benefit pension plans:									Defined benefit pension plans:
Balance at the beginning of the period	Balance at the beginning of the period	(193,079)		(250,460)		(195,079)		(253,720)		Balance at the beginning of the period	(203,637)		(193,079)		(206,821)		(195,079)
Amortization of net actuarial loss and other, net of tax of $(326) and $(527) for the quarter ended September 30, 2022 and 2021, and $(977) and $(1,581) for the nine months ended September 30, 2022 and 2021, respectively		1,000		1,630		3,000		4,890
Amortization of net actuarial loss and other, net of tax of $(518) and $(326) for the quarter ended September 30, 2023 and 2022 and $(1,554) and $(977) for the nine months ended September 30, 2023 and 2022, respectively										Amortization of net actuarial loss and other, net of tax of $(518) and $(326) for the quarter ended September 30, 2023 and 2022 and $(1,554) and $(977) for the nine months ended September 30, 2023 and 2022, respectively	1,592		1,000		4,776		3,000
Balance at the end of the period	Balance at the end of the period	(192,079)		(248,830)		(192,079)		(248,830)		Balance at the end of the period	(202,045)		(192,079)		(202,045)		(192,079)
Accumulated other comprehensive loss at the end of the period	Accumulated other comprehensive loss at the end of the period	(628,003)		(524,265)		(628,003)		(524,265)		Accumulated other comprehensive loss at the end of the period	(567,609)		(628,003)		(567,609)		(628,003)
Treasury stock	Treasury stock									Treasury stock
Balance at the beginning of the period	Balance at the beginning of the period	(1,901,360)		(1,570,696)		(1,573,000)		(1,565,270)		Balance at the beginning of the period	(1,895,628)		(1,901,360)		(1,902,964)		(1,573,000)
Issuance of common stock under employee stock plans	Issuance of common stock under employee stock plans	(632)		(143)		2,387		7,309		Issuance of common stock under employee stock plans	(129)		(632)		13,731		2,387
Purchase of treasury stock	Purchase of treasury stock	(45)		(185)		(331,424)		(13,063)		Purchase of treasury stock	(54)		(45)		(6,578)		(331,424)
Balance at the end of the period	Balance at the end of the period	(1,902,037)		(1,571,024)		(1,902,037)		(1,571,024)		Balance at the end of the period	(1,895,811)		(1,902,037)		(1,895,811)		(1,902,037)
Total stockholders’ equity	Total stockholders’ equity	$	7,132,672	$	6,558,396	$	7,132,672	$	6,558,396	Total stockholders’ equity	$	8,342,509	$	7,132,672	$	8,342,509	$	7,132,672

See accompanying notes.

Table of Contents

AMETEK, Inc.

Condensed Consolidated Statement of Cash Flows

(In thousands)

(Unaudited)


		Nine months ended September 30,					Nine months ended September 30,
		2022		2021			2023		2022
Cash provided by (used for):	Cash provided by (used for):					Cash provided by (used for):
Operating activities:	Operating activities:					Operating activities:
Net income	Net income	$	852,461	$	708,372	Net income	$	970,324	$	852,461
Adjustments to reconcile net income to total operating activities:	Adjustments to reconcile net income to total operating activities:					Adjustments to reconcile net income to total operating activities:
Depreciation and amortization	Depreciation and amortization	230,968		214,494		Depreciation and amortization	245,713		230,968
Deferred income taxes	Deferred income taxes	(32,889)		(7,209)		Deferred income taxes	(67,525)		(32,889)
Share-based compensation expense	Share-based compensation expense	34,587		35,021		Share-based compensation expense	35,773		34,587
Gain on sale of business/investment	Gain on sale of business/investment	(3,584)		(6,349)		Gain on sale of business/investment	—		(3,584)
Gain on sale of facilities	Gain on sale of facilities	(7,054)		—		Gain on sale of facilities	—		(7,054)
Net change in assets and liabilities, net of acquisitions	Net change in assets and liabilities, net of acquisitions	(299,311)		(60,947)		Net change in assets and liabilities, net of acquisitions	27,266		(299,311)
Pension contributions	Pension contributions	(5,244)		(6,414)		Pension contributions	(3,927)		(5,244)
Other, net	Other, net	(5,576)		1,592		Other, net	(12,985)		(5,576)
Total operating activities	Total operating activities	764,358		878,560		Total operating activities	1,194,639		764,358
Investing activities:	Investing activities:					Investing activities:
Additions to property, plant and equipment	Additions to property, plant and equipment	(80,829)		(67,229)		Additions to property, plant and equipment	(76,506)		(80,829)
Purchases of businesses, net of cash acquired	Purchases of businesses, net of cash acquired	(190,321)		(1,839,664)		Purchases of businesses, net of cash acquired	(246,656)		(190,321)
Proceeds from sale of business/investment	Proceeds from sale of business/investment	3,734		12,000		Proceeds from sale of business/investment	—		3,734
Proceeds from sale of facilities	Proceeds from sale of facilities	11,754		—		Proceeds from sale of facilities	—		11,754
Other, net	Other, net	124		(291)		Other, net	(3,149)		124
Total investing activities	Total investing activities	(255,538)		(1,895,184)		Total investing activities	(326,311)		(255,538)
Financing activities:	Financing activities:					Financing activities:
Net change in short-term borrowings	Net change in short-term borrowings	(26,315)		286,126		Net change in short-term borrowings	(220,555)		(26,315)

Repurchases of common stock	Repurchases of common stock	(331,424)		(13,063)		Repurchases of common stock	(6,578)		(331,424)
Cash dividends paid	Cash dividends paid	(151,635)		(138,345)		Cash dividends paid	(172,693)		(151,635)
Proceeds from stock option exercises	Proceeds from stock option exercises	23,241		42,301		Proceeds from stock option exercises	40,120		23,241
Other, net	Other, net	(15,056)		(5,818)		Other, net	(5,068)		(15,056)
Total financing activities	Total financing activities	(501,189)		171,201		Total financing activities	(364,774)		(501,189)
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	(44,459)		(8,723)		Effect of exchange rate changes on cash and cash equivalents	(7,039)		(44,459)
Decrease in cash and cash equivalents		(36,828)		(854,146)
Increase in cash and cash equivalents						Increase in cash and cash equivalents	496,515		(36,828)
Cash and cash equivalents:	Cash and cash equivalents:					Cash and cash equivalents:
Beginning of period	Beginning of period	346,772		1,212,822		Beginning of period	345,386		346,772
End of period	End of period	$	309,944	$	358,676	End of period	$	841,901	$	309,944

See accompanying notes.

Table of Contents

AMETEK, Inc.

Notes to Consolidated Financial Statements

September 30, ~~2022~~2023

(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 September 30, ~~2022,~~2023, the consolidated results of its operations for the three and nine months ended September 30, ~~2022~~2023 and ~~2021~~2022 and its cash flows for the nine months ended September 30, ~~2022~~2023 and ~~2021~~2022 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, ~~2021~~2022 as filed with the U.S. Securities and Exchange Commission.

2. ~~Recent Accounting Pronouncements~~

~~Recently Adopted Accounting Pronouncement~~

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"), which provides a single comprehensive accounting model for the acquisition of contract balances under ASC 805. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company early adopted the ASU on January 1, 2022, and the amendments in this ASU were applied on a prospective basis to all periods presented. The adoption of ASU 2021-08 did not impact the Company's consolidated results of operations, financial position, cash flows, or financial statement disclosures.

3. Revenues

The outstanding contract asset and liability accounts were as follows:


		2022		2021			2023		2022
		(In thousands)					(In thousands)
Contract assets—January 1	Contract assets—January 1	$	95,274	$	68,971	Contract assets—January 1	$	119,741	$	95,274
Contract assets – September 30	Contract assets – September 30	111,687		82,986		Contract assets – September 30	139,771		111,687
Change in contract assets – increase (decrease)	Change in contract assets – increase (decrease)	16,413		14,015		Change in contract assets – increase (decrease)	20,030		16,413
Contract liabilities – January 1	Contract liabilities – January 1	328,816		215,093		Contract liabilities – January 1	398,692		328,816
Contract liabilities – September 30	Contract liabilities – September 30	371,411		311,674		Contract liabilities – September 30	422,415		371,411
Change in contract liabilities – (increase) decrease	Change in contract liabilities – (increase) decrease	(42,595)		(96,581)		Change in contract liabilities – (increase) decrease	(23,723)		(42,595)
Net change	Net change	$	(26,182)	$	(82,566)	Net change	$	(3,693)	$	(26,182)

The net change for the nine months ended September 30, ~~2022~~2023 was primarily driven by contract liabilities, specifically growth in advance payments from customers. For the nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, the Company recognized revenue of ~~$252.4~~$297.7 million and ~~$179.1~~$252.4 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 September 30, ~~2022~~2023 and December 31, ~~2021, $39.2~~2022, $59.4 million and ~~$30.1~~$41.0 million of Customer advanced payments (contract liabilities), respectively, were recorded in Other long-term liabilities in the consolidated balance sheets.

The remaining performance obligations not expected to be completed within one year as of September 30, ~~2022~~2023 and December 31, ~~2021~~2022 were ~~$520.6~~$570.7 million and ~~$342.5~~$526.0 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.

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AMETEK, Inc.

Notes to Consolidated Financial Statements

September 30, ~~2022~~2023

(Unaudited)

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 nine months ended September 30:


		Three months ended September 30, 2022						Nine months ended September 30, 2022							Three months ended September 30, 2023						Nine months ended September 30, 2023
		EIG		EMG		Total		EIG		EMG		Total			EIG		EMG		Total		EIG		EMG		Total
		(In thousands)													(In thousands)
United States	United States	$	554,048	$	265,549	$	819,597	$	1,589,641	$	737,362	$	2,327,003	United States	$	616,988	$	274,146	$	891,134	$	1,754,165	$	805,876	$	2,560,041
International(1):	International(1):													International(1):
United Kingdom	United Kingdom	18,409		28,694		47,103		65,414		88,945		154,359		United Kingdom	23,327		30,348		53,675		74,515		89,812		164,327
European Union countries	European Union countries	113,935		100,427		214,362		344,074		322,620		666,694		European Union countries	115,026		99,931		214,957		381,495		327,614		709,109
Asia	Asia	264,432		70,375		334,807		776,084		203,439		979,523		Asia	271,922		47,699		319,621		846,450		151,357		997,807
Other foreign countries	Other foreign countries	103,300		32,617		135,917		294,918		102,366		397,284		Other foreign countries	108,867		34,583		143,450		331,398		103,383		434,781
Total international	Total international	500,076		232,113		732,189		1,480,490		717,370		2,197,860		Total international	519,142		212,561		731,703		1,633,858		672,166		2,306,024
Consolidated net sales	Consolidated net sales	$	1,054,124	$	497,662	$	1,551,786	$	3,070,131	$	1,454,732	$	4,524,863	Consolidated net sales	$	1,136,130	$	486,707	$	1,622,837	$	3,388,023	$	1,478,042	$	4,866,065

________________

(1) Includes U.S. export sales of $391.7 million and $1,265.0 million for the three and nine months ended September 30, 2023, respectively.


	Three months ended September 30, 2022						Nine months ended September 30, 2022
	EIG		EMG		Total		EIG		EMG		Total
	(In thousands)
United States	$	554,048	$	265,549	$	819,597	$	1,589,641	$	736,626	$	2,326,267
International(1):
United Kingdom	18,409		28,694		47,103		65,414		89,071		154,485
European Union countries	113,935		100,427		214,362		344,074		322,607		666,681
Asia	264,432		70,375		334,807		776,084		204,006		980,090
Other foreign countries	103,300		32,617		135,917		294,918		102,422		397,340
Total international	500,076		232,113		732,189		1,480,490		718,106		2,198,596
Consolidated net sales	$	1,054,124	$	497,662	$	1,551,786	$	3,070,131	$	1,454,732	$	4,524,863

______________

(1) Includes U.S. export sales of $415.4 million and $1,217.2 million for the three and nine months ended September 30, ~~2022.~~2022, respectively.

Three months ended September 30, 2021 Nine months ended September 30, 2021
EIG EMG Total EIG EMG Total
(In thousands)
United States $ 509,075 $ 230,524 $ 739,599 $ 1,393,015 $ 666,618 $ 2,059,633
International(1):
United Kingdom 25,358 32,846 58,204 67,954 91,465 159,419
European Union countries 117,035 102,069 219,104 338,556 300,970 639,526
Asia 242,063 65,624 307,687 657,478 192,267 849,745
Other foreign countries 88,284 27,803 116,087 249,670 84,776 334,446
Total international 472,740 228,342 701,082 1,313,658 669,478 1,983,136
Consolidated net sales $ 981,815 $ 458,866 $ 1,440,681 $ 2,706,673 $ 1,336,096 $ 4,042,769
Major Products and Services

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

~~(1) Includes U.S. export sales of $391.0 million and $1,087.3 million for the three and nine months ended September 30, 2021.~~


	Three months ended September 30, 2023						Nine months ended September 30, 2023
	EIG		EMG		Total		EIG		EMG		Total
	(In thousands)
Process and analytical instrumentation	$	801,027	$	—	$	801,027	$	2,394,127	$	—	$	2,394,127
Aerospace and power	335,103		146,843		481,946		993,896		439,685		1,433,581
Automation and engineered solutions	—		339,864		339,864		—		1,038,357		1,038,357
Consolidated net sales	$	1,136,130	$	486,707	$	1,622,837	$	3,388,023	$	1,478,042	$	4,866,065

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AMETEK, Inc.

Notes to Consolidated Financial Statements

September 30, ~~2022~~2023

(Unaudited)

~~Major Products and Services~~

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


	Three months ended September 30, 2022						Nine months ended September 30, 2022
	EIG		EMG		Total		EIG		EMG		Total
	(In thousands)
Process and analytical instrumentation	$	758,868	$	—	$	758,868	$	2,219,821	$	—	$	2,219,821
Aerospace and power	295,256		143,689		438,945		850,310		407,771		1,258,081
Automation and engineered solutions	—		353,973		353,973		—		1,046,961		1,046,961
Consolidated net sales	$	1,054,124	$	497,662	$	1,551,786	$	3,070,131	$	1,454,732	$	4,524,863

Three months ended September 30, 2021 Nine months ended September 30, 2021
EIG EMG Total EIG EMG Total
(In thousands)
Process and analytical instrumentation $ 661,243 $ — $ 661,243 $ 1,881,923 $ — $ 1,881,923
Aerospace and power 320,572 130,671 451,243 824,750 379,310 1,204,060
Automation and engineered solutions — 328,195 328,195 — 956,786 956,786
Consolidated net sales $ 981,815 $ 458,866 $ 1,440,681 $ 2,706,673 $ 1,336,096 $ 4,042,769

Timing of Revenue Recognition


		Three months ended September 30, 2022						Nine months ended September 30, 2022							Three months ended September 30, 2023						Nine months ended September 30, 2023
		EIG		EMG		Total		EIG		EMG		Total			EIG		EMG		Total		EIG		EMG		Total
		(In thousands)													(In thousands)
Products transferred at a point in time	Products transferred at a point in time	$	869,455	$	436,222	$	1,305,677	$	2,522,351	$	1,272,382	$	3,794,733	Products transferred at a point in time	$	937,382	$	437,542	$	1,374,924	$	2,809,624	$	1,314,761	$	4,124,385
Products and services transferred over time	Products and services transferred over time	184,669		61,440		246,109		547,780		182,350		730,130		Products and services transferred over time	198,748		49,165		247,913		578,399		163,281		741,680
Consolidated net sales	Consolidated net sales	$	1,054,124	$	497,662	$	1,551,786	$	3,070,131	$	1,454,732	$	4,524,863	Consolidated net sales	$	1,136,130	$	486,707	$	1,622,837	$	3,388,023	$	1,478,042	$	4,866,065


		Three months ended September 30, 2021						Nine months ended September 30, 2021							Three months ended September 30, 2022						Nine months ended September 30, 2022
		EIG		EMG		Total		EIG		EMG		Total			EIG		EMG		Total		EIG		EMG		Total
		(In thousands)													(In thousands)
Products transferred at a point in time	Products transferred at a point in time	$	791,486	$	413,062	$	1,204,548	$	2,206,252	$	1,204,662	$	3,410,914	Products transferred at a point in time	$	869,455	$	436,222	$	1,305,677	$	2,522,351	$	1,272,382	$	3,794,733
Products and services transferred over time	Products and services transferred over time	190,329		45,804		236,133		500,421		131,434		631,855		Products and services transferred over time	184,669		61,440		246,109		547,780		182,350		730,130
Consolidated net sales	Consolidated net sales	$	981,815	$	458,866	$	1,440,681	$	2,706,673	$	1,336,096	$	4,042,769	Consolidated net sales	$	1,054,124	$	497,662	$	1,551,786	$	3,070,131	$	1,454,732	$	4,524,863

~~Table of Contents~~

~~AMETEK, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~September 30, 2022~~

~~(Unaudited)~~

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.

Changes in the accrued product warranty obligation were as follows:


		Nine Months Ended September 30,					Nine Months Ended September 30,
		2022		2021			2023		2022
		(In thousands)					(In thousands)
Balance at the beginning of the period	Balance at the beginning of the period	$	27,478	$	27,839	Balance at the beginning of the period	$	26,487	$	27,478
Accruals for warranties issued during the period	Accruals for warranties issued during the period	8,530		8,379		Accruals for warranties issued during the period	15,711		8,530
Settlements made during the period	Settlements made during the period	(8,769)		(9,112)		Settlements made during the period	(10,868)		(8,769)
Warranty accruals related to acquired businesses and other during the period	Warranty accruals related to acquired businesses and other during the period	(1,080)		2,227		Warranty accruals related to acquired businesses and other during the period	21		(1,080)
Balance at the end of the period	Balance at the end of the period	$	26,159	$	29,333	Balance at the end of the period	$	31,351	$	26,159

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.

Table of Contents

AMETEK, Inc.

Notes to Consolidated Financial Statements

September 30, 2023

(Unaudited)

At September 30, ~~2022,~~2023, the Company had ~~$876.5~~$936.8 million of accounts receivable, net of allowances of ~~$12.0~~$13.9 million. Changes in the allowance were not material for the three and nine months ended September 30, ~~2022.~~2023.

4.3. 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). ~~Securities that are anti-dilutive have been excluded and are not significant.~~ 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 September 30,		Nine Months Ended September 30,			Three Months Ended September 30,		Nine Months Ended September 30,
		2022	2021	2022	2021		2023	2022	2023	2022
		(In thousands)					(In thousands)
Weighted average shares:	Weighted average shares:					Weighted average shares:
Basic shares	Basic shares	229,500	231,171	230,360	230,811	Basic shares	230,691	229,500	230,431	230,360
Equity-based compensation plans	Equity-based compensation plans	1,214	1,829	1,315	1,901	Equity-based compensation plans	1,060	1,214	983	1,315
Diluted shares	Diluted shares	230,714	233,000	231,675	232,712	Diluted shares	231,751	230,714	231,414	231,675

5.4. 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

~~Table of Contents~~

~~AMETEK, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~September 30, 2022~~

~~(Unaudited)~~

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 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 September 30, ~~2022~~2023 and December 31, ~~2021:~~2022:

September 30, 2022 December 31, 2021
Fair Value Fair Value
(In thousands)
Mutual fund investments $ 8,866 $ 10,703


	September 30, 2023
	Total		Level 1		Level 2		Level 3
	(In thousands)
Mutual fund investments	$	10,981	$	10,981	$	—	$	—
Foreign currency forward contracts	(2,616)		—		(2,616)		—


	December 31, 2022
	Total		Level 1		Level 2		Level 3
	(In thousands)
Mutual fund investments	$	9,856	$	9,856	$	—	$	—
Foreign currency forward contracts	3,032		—		3,032		—

The fair value of mutual fund investments ~~which are valued as level 1 investments, was~~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 nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, gains and losses on the investments noted above were not significant. No transfers between level 1 and level 2 investments occurred during the nine months ended September 30, ~~2022~~2023 and ~~2021.~~2022.

Table of Contents

AMETEK, Inc.

Notes to Consolidated Financial Statements

September 30, 2023

(Unaudited)

Foreign Currency

At September 30, 2023, the Company had a Euro forward contract for a total notional value of 40.0 million Euros. The foreign currency forward contract is valued as a level 2 liability as it is corroborated by foreign currency exchange rates and shown as a component of other current liabilities on the consolidated balance sheet. For the nine months ended September 30, 2023, realized and unrealized gains and losses on the foreign currency forward contracts were not significant.

Financial Instruments

Cash, cash equivalents and mutual fund investments are recorded at fair value at September 30, ~~2022~~2023 and December 31, ~~2021~~2022 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 September 30, ~~2022~~2023 and December 31, ~~2021:~~2022:

September 30, 2022 December 31, 2021
Recorded
Amount
Fair Value
Recorded
Amount
Fair Value
(In thousands)
Long-term debt (including current portion) $ (2,088,231) $ (1,910,792) $ (2,233,705) $ (2,378,930)


	September 30, 2023				December 31, 2022
	Recorded Amount		Fair Value		Recorded Amount		Fair Value
	(In thousands)
Long-term debt (including current portion)	$	(2,158,388)	$	(1,989,002)	$	(2,161,643)	$	(2,010,867)

The fair value of net short-term borrowings approximates the carrying value. ~~Net short-term borrowings are valued as level 2 liabilities as they are corroborated by observable market data.~~ 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.

~~Foreign Currency~~

At September 30, 2022, the Company had a Euro forward contract for a total notional value of 40.0 million Euros and a Canadian dollar forward contract for a notional value of 22.0 million Canadian dollars. For the nine months ended September 30, 2022, realized and unrealized gains and losses on the foreign currency forward contracts were not significant.

6.5. 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 September 30, ~~2022,~~2023, 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 ~~referred to above~~ 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

~~Table of Contents~~

~~AMETEK, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~September 30, 2022~~

~~(Unaudited)~~

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 September 30, ~~2022,~~2023, the Company had ~~$250.4~~$274.8 million of British-pound-denominated loans, which were designated as a hedge against the net investment in British pound functional currency foreign subsidiaries. At September 30, ~~2022,~~2023, the Company had ~~$523.7~~$562.1 million in Euro-denominated loans, which were designated as a hedge against the net investment in Euro functional currency foreign subsidiaries. As a result of the British-pound- and Euro-denominated loans designated and 100% effective as net investment hedges, ~~$139.3~~$4.1 million of pre-tax currency remeasurement gains have been included in the foreign currency translation component of other comprehensive income for the nine months ended September 30, ~~2022.~~2023.

Table of Contents

AMETEK, Inc.

Notes to Consolidated Financial Statements

September 30, 2023

(Unaudited)

6. Inventories, net


	September 30, 2023		December 31, 2022
	(In thousands)
Finished goods and parts	$	116,143	$	130,989
Work in process	150,317		138,043
Raw materials and purchased parts	821,124		775,252
Total inventories, net	$	1,087,584	$	1,044,284

7. ~~Inventories, net~~

September 30,
2022 December 31,
2021
(In thousands)
Finished goods and parts $ 128,409 $ 89,985
Work in process 151,456 122,356
Raw materials and purchased parts 745,265 556,834
Total inventories, net $ 1,025,130 $ 769,175

8. Leases

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 nine months ended September 30, ~~2022~~2023 and ~~2021.~~2022. The Company's leases have a weighted average remaining lease term of approximately ~~five~~5 years. Certain lease agreements contain provisions for future rent increases.

The components of lease expense were as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
		(In thousands)									(In thousands)
Operating lease cost	Operating lease cost	$	16,407	$	13,560	$	47,131	$	37,083	Operating lease cost	$	15,901	$	16,407	$	46,483	$	47,131
Variable lease cost	Variable lease cost	2,479		1,737		7,131		4,609		Variable lease cost	2,501		2,479		8,447		7,131
Total lease cost	Total lease cost	$	18,886	$	15,297	$	54,262	$	41,692	Total lease cost	$	18,402	$	18,886	$	54,930	$	54,262

Supplemental balance sheet information related to leases was as follows:


		September 30, 2022		December 31, 2021			September 30, 2023		December 31, 2022
		(In thousands)					(In thousands)
Right of use assets, net	Right of use assets, net	$	161,217	$	169,924	Right of use assets, net	$	165,450	$	170,295
Lease liabilities included in Accrued Liabilities and other	Lease liabilities included in Accrued Liabilities and other	45,434		47,353		Lease liabilities included in Accrued Liabilities and other	44,932		46,366
Lease liabilities included in Other long-term liabilities	Lease liabilities included in Other long-term liabilities	121,382		129,101		Lease liabilities included in Other long-term liabilities	124,462		129,227
Total lease liabilities	Total lease liabilities	$	166,816	$	176,454	Total lease liabilities	$	169,394	$	175,593

Maturities of lease liabilities as of September 30, 2023 were as follows:


Lease Liability Maturity Analysis	Operating Leases
	(In thousands)
Remaining 2023	$	12,834
2024	47,997
2025	38,110
2026	29,112
2027	19,317
Thereafter	40,340
Total lease payments	187,710
Less: imputed interest	18,316
	$	169,394

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

Table of Contents

AMETEK, Inc.

Notes to Consolidated Financial Statements

September 30, ~~2022~~2023

(Unaudited)

~~Maturities of lease liabilities as of September 30, 2022 were as follows:~~

Lease Liability Maturity Analysis Operating Leases
(In thousands)
Remaining 2022 $ 13,154
2023 46,850
2024 35,684
2025 26,797
2026 20,476
Thereafter 36,390
Total lease payments 179,351
Less: imputed interest 12,535
$ 166,816

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

9.8. Acquisitions

Acquisitions

The Company spent ~~$190.3~~$246.7 million in cash, net of cash acquired, to acquire ~~Navitar, Inc.~~Bison Gear & Engineering Corp. ("Bison") in ~~September 2022. Navitar~~March 2023 and United Electronic Industries ("UEI") in August 2023. Bison is a ~~market leader in~~leading manufacturer of highly engineered motion control solutions serving diverse markets and applications. Bison is part of EMG. UEI is a leading provider of data acquisition and control solutions for the ~~design, development~~aerospace, defense, energy and ~~manufacturing of customized, fully integrated optical imaging systems, cameras, components and software. Navitar~~semiconductor industries. UEI is part of EIG.

The following table represents the allocation of the purchase price for the net assets of the ~~Navitar acquisition~~2023 acquisitions based on the estimated fair values at acquisition (in millions):

Property, plant and equipment

~~8.9~~13.4

Goodwill

~~71.1~~82.6

Other intangible assets

~~95.0~~124.0

Net working capital and other(1)

~~15.3~~26.7

Total cash paid

~~190.3~~246.7

________________

(1)Includes ~~$5.5~~$12.9 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 ~~Navitar acquisition. Navitar's market leading optical components~~acquisitions. Bison's engineering expertise and broad product portfolio complement the Company's existing motion control and automation solutions business. UEI's innovative solutions complement the Company's existing ~~optics portfolio.~~testing and data acquisition expertise. The Company expects approximately ~~$52~~$73.5 million of the goodwill relating to the ~~Navitar acquisition~~acquisitions will be tax deductible in future years.

At September 30, ~~2022,~~2023, the purchase price allocated to other intangible assets of ~~$95.0~~$124.0 million consists of ~~$15.2~~$23.8 million of indefinite-lived intangible trade names, which are not subject to amortization. The remaining ~~$79.8~~$100.2 million of other intangible assets consists of ~~$64.6~~$75.8 million of customer relationships, which are being amortized over a period of 1720 years, and ~~$15.2~~$24.4 million of purchased technology, which is being amortized over a period of 1710 to 20 years. Amortization expense for each of the next five years for the ~~2022 acquisitions~~2023 acquisition is expected to approximate $5 million per year.

The Company finalized its measurements of certain tangible and intangible assets and liabilities for its ~~November 2021~~September 2022 acquisition of ~~Alphasense,~~Navitar, Inc. and its October 2022 acquisition of RTDS Technologies, which had no material impact to the consolidated statement of income and balance sheet. The Company has substantially completed its purchase accounting, however it is in the process of finalizing the accounting for income taxes, for its acquisition of Bison. The Company is in the process of finalizing the measurement of the intangible assets and tangible assets and liabilities ~~as well as accounting~~ for ~~income taxes, for Navitar.~~

~~Table~~its acquisition of ~~Contents~~

~~AMETEK, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~September 30, 2022~~

~~(Unaudited)~~

UEI.

The ~~acquisition~~acquisitions had an immaterial impact on reported net sales, net income, and diluted earnings per share for the three and nine months ended September 30, ~~2022.~~2023. Had the ~~acquisition~~acquisitions been made at the beginning of ~~2022~~2023 or ~~2021,~~2022, pro forma net sales, net income, and diluted earnings per share for the three and nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, would not have been materially different than the amounts reported.

~~Acquisition subsequent~~Acquisitions Subsequent to September 30, ~~2022~~2023

In October ~~2022,~~2023, the Company acquired ~~RTDS Technologies~~Amplifier Research Corp., for ~~325.0~~approximately $105 million ~~Canadian dollars (approximately $240.0 million)~~ in cash. ~~RTDS~~Amplifier Research has estimated annual sales of approximately $60 million. Amplifier Research is a leading manufacturer of radio frequency and microwave amplifiers and electromagnetic compatibility testing equipment. Amplifier Research has joined EIG.

In October 2023, the Company entered into a definitive agreement to acquire Paragon Medical, for approximately $1.9 billion in cash. Paragon Medical has estimated annual sales of approximately $500 million. Paragon Medical is a leading provider of ~~real-time power simulation systems used by utilities,~~medical components and ~~research~~instruments. Paragon Medical serves a wide range of specialty applications including orthopedics, minimally invasive surgery, robotic surgery, and ~~education institutions in the development~~drug delivery. Paragon's product portfolio includes single-use and ~~testing~~consumable surgical instruments and implantable components sold to a diverse blue-chip customer base of ~~the electric power grid and renewable energy applications. RTDS~~leading medical

Table of Contents

AMETEK, Inc.

Notes to Consolidated Financial Statements

September 30, 2023

(Unaudited)

device manufacturers. The transaction is subject to customary closing conditions, including applicable regulatory approvals. Paragon Medical will join ~~EIG.~~EMG.

~~10.~~9. Goodwill

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

EIG EMG Total
(In millions)
Balance at December 31, 2021 $ 4,073.8 $ 1,164.9 $ 5,238.7
Goodwill acquired from 2022 acquisitions 71.1 — 71.1
Purchase price allocation adjustments and other 4.2 — 4.2
Foreign currency translation adjustments (70.1) (53.7) (123.8)
Balance at September 30, 2022 $ 4,079.0 $ 1,111.2 $ 5,190.2


	EIG		EMG		Total
	(In millions)
Balance at December 31, 2022	$	4,236.1	$	1,136.5	$	5,372.6
Goodwill acquired from 2023 acquisitions	57.1		25.5		82.6
Purchase price allocation adjustments and other	25.4		—		25.4
Foreign currency translation adjustments	(1.6)		—		(1.6)
Balance at September 30, 2023	$	4,317.0	$	1,162.0	$	5,479.0

~~11.~~10. Income Taxes

At September 30, ~~2022,~~2023, the Company had gross uncertain tax benefits of ~~$170.0~~$207.4 million, of which ~~$125.3~~$153.9 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, ~~2021~~2022	$	~~147.0~~174.7
Additions for tax positions	~~23.5~~33.5
Reductions for tax positions	~~(0.5)~~(0.8)
Balance at September 30, ~~2022~~2023	$	~~170.0~~207.4

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 nine months ended September 30, ~~2022~~2023 and ~~2021~~2022 were not significant.

The effective tax rate for the three months ended September 30, ~~2022~~2023 was ~~19.0%~~17.7%, compared with ~~19.5%~~19.0% for the three months ended September 30, ~~2021.~~2022. The lower effective tax rate in the third quarter of ~~2022 is~~2023 primarily ~~due to a favorable foreign rate differential~~reflects greater utilization of research and ~~favorable foreign deferred taxes.~~

development credits.

~~Table of Contents~~

~~AMETEK, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~September 30, 2022~~

~~(Unaudited)~~

~~12. Debt~~

On May 12, 2022, the Company along with certain of its foreign subsidiaries amended and restated its credit agreement dated as of September 22, 2011, as amended and restated as of March 10, 2016 and as further amended and restated as of October 30, 2018, with the lenders, JPMorgan Chase Bank, N.A., as Administrative Agent and Bank of America, N.A., PNC Bank, National Association, Trust Bank and Wells Fargo Bank, National Association, as Co-Syndication Agents. The credit agreement amends and restates the Company’s existing revolving credit facility to increase the size from $1.5 billion to $2.3 billion and terminates the $800 million term loan. The credit agreement places certain restrictions on allowable additional indebtedness. At September 30, 2022, the Company had $274.0 million outstanding on the revolver with a maturity date of May 2027.

~~13.~~11. 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, ~~2021.~~2022.

Share Based Compensation Expense

Total share-based compensation expense was as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
		(In thousands)									(In thousands)
Stock option expense	Stock option expense	$	3,043	$	2,768	$	9,866	$	10,017	Stock option expense	$	3,560	$	3,043	$	10,740	$	9,866
Restricted stock expense	Restricted stock expense	4,800		4,848		14,831		16,765		Restricted stock expense	5,578		4,800		15,875		14,831
Performance restricted stock unit expense	Performance restricted stock unit expense	4,217		3,812		9,890		8,239		Performance restricted stock unit expense	3,775		4,217		9,158		9,890
Total pre-tax expense	Total pre-tax expense	$	12,060	$	11,428	$	34,587	$	35,021	Total pre-tax expense	$	12,913	$	12,060	$	35,773	$	34,587

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AMETEK, Inc.

Notes to Consolidated Financial Statements

September 30, 2023

(Unaudited)

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:


		Nine Months Ended September 30, 2022			Year Ended December 31, 2021				Nine Months Ended September 30, 2023			Year Ended December 31, 2022
Expected volatility	Expected volatility	24.5		%	24.2		%	Expected volatility	26.0		%	24.5		%
Expected term (years)	Expected term (years)	5.0			5.0			Expected term (years)	5.0			5.0
Risk-free interest rate	Risk-free interest rate	2.33		%	0.85		%	Risk-free interest rate	3.54		%	2.33		%
Expected dividend yield	Expected dividend yield	0.65		%	0.66		%	Expected dividend yield	0.72		%	0.65		%
Black-Scholes-Merton fair value per stock option granted	Black-Scholes-Merton fair value per stock option granted	$	32.54		$	25.63		Black-Scholes-Merton fair value per stock option granted	$	38.11		$	32.54

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


	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
	(In thousands)			(Years)	(In millions)
Outstanding at December 31, 2022	3,060	$	79.46
Granted	453	138.46
Exercised	(551)	71.78
Forfeited	(65)	124.38
Outstanding at September 30, 2023	2,897	$	99.97	6.7	$	138.4
Exercisable at September 30, 2023	1,976	$	83.88	5.7	$	126.3

The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2023 was $42.5 million. The total fair value of stock options vested during the nine months ended September 30, 2023 was $12.8 million. As of September 30, 2023, there was approximately $21.9 million of expected future pre-tax compensation expense related to the 0.9 million non-vested stock options outstanding, which is expected to be recognized over a weighted average period of approximately two years.

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AMETEK, Inc.

Notes to Consolidated Financial Statements

September 30, ~~2022~~2023

(Unaudited)

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

Shares Weighted
Average
Exercise
Price Weighted
Average
Remaining
Contractual
Life Aggregate
Intrinsic
Value
(In thousands) (Years) (In millions)
Outstanding at December 31, 2021 3,352 $ 76.08
Granted 608 134.69
Exercised (357) 64.44
Forfeited (101) 107.73
Outstanding at September 30, 2022 3,502 $ 86.52 6.2 $ 110.4
Exercisable at September 30, 2022 2,374 $ 72.84 5.0 $ 97.8

The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2022 was $23.0 million. The total fair value of stock options vested during the nine months ended September 30, 2022 was $11.3 million. As of September 30, 2022, there was approximately $20.9 million of expected future pre-tax compensation expense related to the 1.1 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:


		Shares	Weighted Average Grant Date Fair Value			Shares	Weighted Average Grant Date Fair Value
		(In thousands)				(In thousands)
Non-vested restricted stock outstanding at December 31, 2021		413	$	96.07
Non-vested restricted stock outstanding at December 31, 2022					Non-vested restricted stock outstanding at December 31, 2022	356	$	117.18
Granted	Granted	182	134.55		Granted	154	138.63
Vested	Vested	(156)	86.31		Vested	(156)	104.30
Forfeited	Forfeited	(42)	108.42		Forfeited	(26)	127.00
Non-vested restricted stock outstanding at September 30, 2022		397	$	116.26
Non-vested restricted stock outstanding at September 30, 2023					Non-vested restricted stock outstanding at September 30, 2023	328	$	132.61

The total fair value of restricted stock vested during the nine months ended September 30, ~~2022~~2023 was ~~$13.5~~$16.3 million. As of September 30, ~~2022,~~2023, there was approximately ~~$32.3~~$28.8 million of expected future pre-tax compensation expense related to the ~~0.4~~0.3 million non-vested restricted shares outstanding, which is expected to be recognized over a weighted average period of approximately two years.

Performance Restricted Stock Units

In March ~~2022,~~2023, the Company granted performance restricted stock units ("PRSU") to officers and certain key management-level employees. The PRSUs vest over a period up to three years from the grant date based on continuous service, with the number of shares earned (0% to 200% of the target award) depending upon the extent to which the Company achieves certain financial and market performance targets measured over the period from January 1 of the year of grant to December 31 of the third year. Half of the PRSUs were valued in a manner similar to restricted stock as the financial targets are based on the Company’s operating results, which represents a performance condition. The grant date fair value of these PRSUs are recognized as compensation expense over the vesting period based on the probable number of awards to vest at each reporting date.

The other half of the PRSUs were valued using a Monte Carlo model as the performance target is related to the Company’s total shareholder return compared to a group of peer companies, which represents a market condition. The Company recognizes the grant date fair value of these awards as compensation expense ratably over the vesting period.

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


	Shares	Weighted Average Grant Date Fair Value
	(In thousands)
Non-vested performance restricted stock outstanding at December 31, 2022	275	$	101.98
Granted	79	138.46
Performance assumption change 1	48	63.37
Vested	(161)	63.37
Forfeited	(2)	131.76
Non-vested performance restricted stock outstanding at September 30, 2023	239	$	131.90

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

Table of Contents

AMETEK, Inc.

Notes to Consolidated Financial Statements

September 30, ~~2022~~2023

(Unaudited)

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

Shares Weighted
Average
Grant Date
Fair Value
(In thousands)
Non-vested performance restricted stock outstanding at December 31, 2021 289 $ 85.29
Granted 87 134.69
Performance assumption change 1
66 81.76
Vested (161) 81.76
Forfeited (6) 98.07
Non-vested performance restricted stock outstanding at September 30, 2022 275 $ 101.98

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

As of September 30, ~~2022,~~2023, there was approximately ~~$8.8~~$7.6 million of expected future pre-tax compensation expense related to the ~~0.3~~0.2 million non-vested restricted shares outstanding, which is expected to be recognized over a weighted average period of ~~less than~~approximately one year.

~~14.~~12. Retirement and Pension Plans

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
		(In thousands)									(In thousands)
Defined benefit plans:	Defined benefit plans:									Defined benefit plans:
Service cost	Service cost	$	1,290	$	2,009	$	3,995	$	6,060	Service cost	$	751	$	1,290	$	2,240	$	3,995
Interest cost	Interest cost	4,949		4,563		15,101		13,711		Interest cost	7,588		4,949		22,655		15,101
Expected return on plan assets	Expected return on plan assets	(14,812)		(14,172)		(45,113)		(42,567)		Expected return on plan assets	(13,100)		(14,812)		(39,167)		(45,113)
Amortization of net actuarial loss and other	Amortization of net actuarial loss and other	2,074		7,550		6,371		16,282		Amortization of net actuarial loss and other	2,851		2,074		8,514		6,371
Pension income	Pension income	(6,499)		(50)		(19,646)		(6,514)		Pension income	(1,910)		(6,499)		(5,758)		(19,646)
Other plans:	Other plans:									Other plans:
Defined contribution plans	Defined contribution plans	9,217		7,792		32,289		24,208		Defined contribution plans	9,908		9,217		33,936		32,289
Foreign plans and other	Foreign plans and other	2,027		2,074		6,422		6,431		Foreign plans and other	2,011		2,027		6,581		6,422
Total other plans	Total other plans	11,244		9,866		38,711		30,639		Total other plans	11,919		11,244		40,517		38,711
Total net pension expense	Total net pension expense	$	4,745	$	9,816	$	19,065	$	24,125	Total net pension expense	$	10,009	$	4,745	$	34,759	$	19,065

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 nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, contributions to the Company’s defined benefit pension plans were ~~$5.2~~$3.9 million and ~~$6.4~~$5.2 million, respectively. The Company’s current estimate of ~~2022~~2023 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, ~~2021.~~2022.

~~Table of Contents~~

~~AMETEK, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~September 30, 2022~~

~~(Unaudited)~~

~~15.~~13. 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.

Table of Contents

AMETEK, Inc.

Notes to Consolidated Financial Statements

September 30, 2023

(Unaudited)

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 September 30, ~~2022,~~2023, 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 12 of these sites based on the low volume of waste attributed to the Company relative to the amounts attributed to other named PRPs. In eight of these sites, the Company has reached a tentative agreement on the cost of the de minimis settlement to satisfy its obligation and is awaiting executed agreements. The tentatively agreed-to settlement amounts are fully reserved. In the other four sites, the Company is continuing to investigate the accuracy of the alleged volume attributed to the Company as estimated by the parties primarily responsible for remedial activity at the sites to establish an appropriate settlement amount. At the remaining site where the Company is a non-de minimis PRP, 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 September 30, ~~2022~~2023 and December 31, ~~2021~~2022 were ~~$39.6~~$39.7 million and ~~$37.2~~$41.1 million, respectively, for both non-owned and owned sites. For the nine months ended September 30, ~~2022,~~2023, the Company recorded ~~$8.8~~$4.7 million in reserves. Additionally, the Company spent ~~$6.4~~$6.1 million on environmental matters for the nine months ended September 30, ~~2022.~~2023.

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.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
		(In thousands)									(In thousands)
Net sales:	Net sales:									Net sales:
Electronic Instruments	Electronic Instruments	$	1,054,124	$	981,815	$	3,070,131	$	2,706,673	Electronic Instruments	$	1,136,130	$	1,054,124	$	3,388,023	$	3,070,131
Electromechanical	Electromechanical	497,662		458,866		1,454,732		1,336,096		Electromechanical	486,707		497,662		1,478,042		1,454,732
Consolidated net sales	Consolidated net sales	$	1,551,786	$	1,440,681	$	4,524,863	$	4,042,769	Consolidated net sales	$	1,622,837	$	1,551,786	$	4,866,065	$	4,524,863
Operating income and income before income taxes:	Operating income and income before income taxes:									Operating income and income before income taxes:
Segment operating income:	Segment operating income:									Segment operating income:
Electronic Instruments	Electronic Instruments	$	272,714	$	245,118	$	782,603	$	678,652	Electronic Instruments	$	335,171	$	272,714	$	951,970	$	782,603
Electromechanical	Electromechanical	136,467		114,571		389,047		332,038		Electromechanical	127,534		136,467		384,253		389,047
Total segment operating income	Total segment operating income	409,181		359,689		1,171,650		1,010,690		Total segment operating income	462,705		409,181		1,336,223		1,171,650
Corporate administrative expenses	Corporate administrative expenses	(24,661)		(22,126)		(69,048)		(63,171)		Corporate administrative expenses	(24,570)		(24,661)		(73,756)		(69,048)
Consolidated operating income	Consolidated operating income	384,520		337,563		1,102,602		947,519		Consolidated operating income	438,135		384,520		1,262,467		1,102,602
Interest expense	Interest expense	(20,245)		(20,476)		(60,165)		(59,865)		Interest expense	(18,386)		(20,245)		(57,678)		(60,165)
Other income (expense), net		3,227		2,581		7,752		(3,775)
Other (expense) income, net										Other (expense) income, net	(6,256)		3,227		(15,313)		7,752
Consolidated income before income taxes	Consolidated income before income taxes	$	367,502	$	319,668	$	1,050,189	$	883,879	Consolidated income before income taxes	$	413,493	$	367,502	$	1,189,476	$	1,050,189

~~Recent Events~~

For the quarter ended September 30, 2023, the Company posted record operating income, operating margins, net income, and ~~Market Conditions~~

~~Recent events~~diluted earnings per share. We achieved these results from contributions from the acquisitions of Navitar in September 2022, RTDS in October 2022, Bison Gear & Engineering Corp. ("Bison") in March 2023, and ~~market conditions impacting~~United Electronic Industries ("UEI") in August 2023, as well as our business include the inflationary cost environment, rising interest rates, supply chain constraints, the COVID-19 pandemic, and the ongoing conflict in Ukraine. As a result of these events and conditions, we anticipate a challenging global economic environment for the remainder of 2022 and into 2023.

~~Beginning in 2021, we experienced~~Operational Excellence initiatives. We continue to experience heightened levels of inflation in material ~~and transportation costs. We have taken steps to mitigate the impacts of material and transportation cost inflation by implementing pricing actions. We experienced additional pressure in our~~costs, supply chain ~~due to component shortages and strained transportation capacity,~~constraints, as well as continued uncertainty in the ~~impact of continued elevated~~global economy, including inventory normalization on short-term customer demand. In response to these supply chain pressures, we have taken actions to build inventory and seek alternative sources of supply to support sales and backlog growth. The inflationary environment has also resulted in central banks raising short-term interest rates. We ~~expect inflation to continue into 2023 and will continue to take actions to mitigate this inflationary pressure.~~

There still remains uncertainty around the COVID-19 pandemic, its effect on labor, government mandated lockdowns and other restrictive measures, and the pandemic's ultimate duration. Lockdowns in China during the first half of 2022 limited our ability to access customer sites, operate certain facilities, and placed additional constraints on our supply chain. Depending on the course of the pandemic, additional lockdowns in China or elsewhere could impact our operations and results of operations.

The invasion of Ukraine by Russia and the sanctions imposed in response to this conflict have increased global economic and political uncertainty. Russia and Ukraine represent an insignificant portion of our business, but a significant expansion of the conflict's current scope could further complicate the economic environment.

~~While the ultimate impact of these events remains uncertain, we will~~ continue to evaluate the extent to which these factors will impact our business, financial condition, and results of operations. For 2023, our strong backlog, the full year impact of the 2022 acquisitions, the 2023 acquisitions of Bison and UEI, and continued focus on and implementation of our Operational Excellence initiatives are expected to have a positive impact on the remainder of our 2023 results.

Results of operations for the third quarter of ~~2022~~2023 compared with the third quarter of ~~2021~~

~~For the quarter ended September 30,~~ 2022 the Company posted record sales, operating income, and backlog as well as strong orders. The Company achieved these results from organic sales growth in both EIG and EMG, as well as the Company's Operational Excellence initiatives.

Net sales for the third quarter of ~~2022~~2023 were ~~a record $1,551.8~~$1,622.8 million, an increase of ~~$111.1~~$71.0 million or ~~7.7%~~4.6%, compared with net sales of ~~$1,440.7~~$1,551.8 million for the third quarter of ~~2021.~~2022. The increase in net sales for the third quarter of ~~2022~~2023 was due to ~~an 11%~~a 4% increase from acquisitions and a 1% favorable effect of foreign currency translation.

Total international sales for the third quarter of 2023 were $731.7 million or 45.1% of net sales, a decrease of $1.3 million or 0.2%, compared with international sales of $733.0 million or 47.2% of net sales for the third quarter of 2022.

Orders for the third quarter of 2023 were $1,550.6 million, a decrease of $107.3 million or 6.5%, compared with $1,657.9 million for the third quarter of 2022. The decrease in orders for the third quarter of 2023 was due to a 10% decline in organic ~~sales and~~orders, partially offset by a 1% increase from acquisitions ~~partially offset by an unfavorable 4%~~and a 3% favorable effect of foreign currency translation. The Company's backlog of unfilled orders at September 30, 2023 was $3,369.7 million, an increase of $151.1 million or 4.7% compared with $3,218.6 million at December 31, 2022.

Segment operating income for the third quarter of 2023 was $462.7 million, an increase of $53.5 million or 13.1%, compared with segment operating income of $409.2 million for the third quarter of 2022. Segment operating margins, as a percentage of net sales, increased to 28.5% for the third quarter of 2023, compared with 26.4% for the third quarter of 2022. Segment operating income and operating margins were positively impacted in 2023 by increased sales in our higher margin businesses, as well as continued benefits from the Company's Operational Excellence initiatives.

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~~Total international~~Cost of sales for the third quarter of ~~2022 were $733.0~~2023 was $1,020.9 million or ~~47.2%~~62.9% of net sales, an increase of ~~$31.9~~$16.3 million or ~~4.5%~~1.6%, compared with ~~international sales of $701.1~~$1,004.6 million or ~~48.7%~~64.7% of net sales for the third quarter of ~~2021. The increase in international sales was primarily driven by strong demand in Asia during the quarter as well as contributions from recent acquisitions.~~

Orders for the third quarter of 2022 were $1,657.9 million, a increase of $105.3 million or 6.8%, compared with $1,552.6 million for the third quarter of 2021. The increase in orders for the third quarter of 2022 was due to a 9% increase in organic orders and a 3% increase from acquisitions, partially offset by an unfavorable 5% effect of foreign currency translation. As a result, the Company's backlog of unfilled orders at September 30, 2022 was a record $3,210.5 million, an increase of $480.4 million or 17.6% compared with ~~$2,730.1 million~~ ~~at December 31, 2021.~~

Segment operating income for the third quarter of 2022 was $409.2 million, an increase of $49.5 million or 13.8%, compared with segment operating income of $359.7 million for the third quarter of 2021. Segment operating margins, as a percentage of net sales, increased to 26.4% for the third quarter of 2022, compared with 25.0% for the third quarter of 2021. Segment operating income and operating margins were positively impacted in 2022 by the increase in sales discussed above including pricing actions in the third quarter of 2022 to offset the impact of higher material and transportation costs. Segment operating income and margins also increased due to continued benefits from the Company's Operational Excellence initiatives.

Cost of sales for the third quarter of 2022 was $1,004.6 million or 64.7% of net sales, an increase of $55.2 million or 5.8%, compared with $949.4 million or 65.9% of net sales for the third quarter of 2021.2022. The cost of sales increase was primarily due to the net sales increase discussed above.

Selling, general and administrative expenses for the third quarter of ~~2022~~2023 were ~~$162.7~~$163.8 million or ~~10.5%~~10.1% of net sales, an increase of ~~$9.0~~$1.1 million or ~~5.8%~~0.7%, compared with ~~$153.7~~$162.7 million or ~~10.7%~~10.5% of net sales for the third quarter of ~~2021.~~2022. General and administrative expenses for the third quarter of 2023 were $24.6 million, compared with $24.7 million for the third quarter of 2022.

Consolidated operating income was a record $438.1 million or a record 27.0% of net sales for the third quarter of 2023, an increase of $53.6 million or 13.9%, compared with $384.5 million or 24.8% of net sales for the third quarter of ~~2022, an increase of $46.9 million or 13.9%, compared with $337.6 million or 23.4% of net sales for the third quarter of 2021.~~2022.

Other ~~income,~~expense, net was ~~$3.2~~$6.3 million for the third quarter of ~~2022,~~2023, compared with ~~$2.6~~$3.2 million of other income, net for the third quarter of ~~2021, an increase~~2022, a change of ~~$0.6~~$9.5 million. The third quarter of ~~2022~~2023 includes ~~higher~~lower pension income of ~~$2.4~~$5.1 million ~~partially offset by~~and higher acquisition-related due diligence expense compared to the third quarter of ~~2021.~~2022.

The effective tax rate for the third quarter of ~~2022~~2023 was ~~19.0%~~17.7%, compared with ~~19.5%~~19.0% for the third quarter of ~~2021.~~2022. The lower effective tax rate in the third quarter of ~~2022 is~~2023 primarily ~~due to a favorable foreign rate differential~~reflects greater utilization of research and ~~favorable foreign deferred taxes.~~development credits.

Net income for the third quarter of ~~2022~~2023 was ~~$297.6~~a record $340.4 million, an increase of ~~$40.1~~$42.8 million or ~~15.6%~~14.4%, compared with ~~$257.5~~$297.6 million for the third quarter of ~~2021.~~2022.

Diluted earnings per share for the third quarter of ~~2022~~2023 were ~~$1.29,~~a record $1.47, an increase of ~~$0.19~~$0.18 or ~~17.3%~~14.0%, compared with ~~$1.10~~$1.29 per diluted share for the third quarter of ~~2021.~~2022.

Segment Results

EIG’s net sales totaled $1,136.1 million for the third quarter of 2023, an increase of $82.0 million or 7.8%, compared with $1,054.1 million for the third quarter of ~~2022, an increase of $72.3 million or 7.4%, compared with $981.8 million for the third quarter of 2021.~~2022. The net sales increase was due to a ~~10%~~3% increase in organic sales, a 4% increase from the recent acquisitions, and a 1% ~~increase from acquisitions, partially offset by an unfavorable 3%~~favorable effect of foreign currency translation.

EIG’s operating income was a record $335.2 million for the third quarter of 2023, an increase of $62.5 million or 22.9%, compared with $272.7 million for the third quarter of ~~2022, an increase of $27.6 million or 11.3%, compared with $245.1 million for the third quarter of 2021.~~2022. EIG’s operating margins were ~~25.9%~~a record 29.5% of net sales for the third quarter of ~~2022,~~2023, compared with ~~25.0%~~25.9% for the third quarter of ~~2021. EIG~~2022. EIG's operating ~~income and~~ margins increased in the third quarter of 2023 compared to the third quarter of ~~2021~~2022 due to the ~~increase in net~~ sales ~~and pricing actions~~increase discussed above, which was primarily driven by our higher margin businesses, as well as continued benefits from the Company's Operational Excellence initiatives.

EMG’s net sales totaled $486.7 million for the third quarter of 2023, a ~~record~~decrease of $11.0 million or 2.2%, compared with $497.7 million for the third quarter of ~~2022,~~2022. The net sales decrease was due to an 8% organic sales decrease, partially offset by a 4% increase from the 2023 acquisition and a 2% favorable effect of ~~$38.8 million or 8.5%, compared with $458.9~~foreign currency translation.

EMG’s operating income was $127.5 million for the third quarter of ~~2021. The net sales increase was due to an 13% organic sales increase, partially offset by an unfavorable 4% effect~~2023, a decrease of ~~foreign currency translation.~~

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~~EMG’s operating income was a record~~$9.0 million or 6.6%, compared with $136.5 million for the third quarter of ~~2022, an increase of $21.9 million or 19.1%, compared with $114.6 million for the third quarter of 2021.~~2022. EMG’s operating margins were ~~a record 27.4%~~26.2% of net sales for the third quarter of ~~2022,~~2023, compared with ~~25.0%~~27.4% for the third quarter of ~~2021. EMG~~2022. EMG's operating ~~income and~~ margins ~~increased~~decreased in the third quarter of 2023 compared to the third quarter of ~~2021~~2022 due to the ~~increase~~sales decrease discussed above. EMG's operating margins in ~~net sales and pricing actions discussed above as well as continued benefits from~~ the ~~Company's Operational Excellence initiatives.~~third quarter of 2023 were negatively impacted 40 basis points by the dilutive impact of the 2023 acquisition.

Results of operations for the first nine months of ~~2022~~2023 compared with the first nine months of ~~2021~~2022

Net sales for the first nine months of ~~2022~~2023 were ~~$4,524.9~~$4,866.1 million, an increase of ~~$482.1~~$341.2 million or ~~11.9%~~7.5%, compared with net sales of ~~$4,042.8~~$4,524.9 million for the first nine months of ~~2021.~~2022. The increase in net sales for the first nine months of ~~2022~~2023 was due to a ~~12%~~4% organic sales increase and a 2%3% increase from ~~acquisitions, partially offset by an unfavorable 2% effect of foreign currency translation.~~acquisitions.

Total international sales for the first nine months of ~~2022~~2023 were ~~$2,198.6~~$2,306.0 million or ~~48.6%~~47.4% of net sales, an increase of ~~$215.5~~$107.4 million or ~~10.9%~~4.9%, compared with international sales of ~~$1,983.1~~$2,198.6 million or ~~49.1%~~48.6% of net sales for the first nine months of ~~2021.~~2022. The increase in international sales was primarily driven by strong demand in ~~all regions~~Europe and Asia as well as contributions from ~~recent~~the 2022 acquisitions.

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Orders for the first nine months of ~~2022~~2023 were ~~$5,005.3~~$5,017.1 million, an increase of ~~$141.3~~$11.8 million or ~~2.9%~~0.2%, compared with ~~$4,864.0~~$5,005.3 million for the first nine months of ~~2021.~~2022. The increase in orders for the first nine months of ~~2022~~2023 was due to a ~~12% organic order~~3% increase ~~partially offset by~~from acquisitions and a ~~5% decrease from $371 million of acquired backlog from the 2021 acquisitions, as well as a 4% unfavorable~~2% favorable effect of foreign currency ~~translation.~~translation, partially offset by an organic order decrease.

Segment operating income for the first nine months of ~~2022~~2023 was ~~$1,171.7~~$1,336.2 million, an increase of ~~$161.0~~$164.5 million or ~~15.9%~~14.0%, compared with segment operating income of ~~$1,010.7~~$1,171.7 million for the first nine months of 2021. During the first nine months of 2022, the Company implemented pricing actions to offset the impact of higher material and transportation costs. Segment operating income was positively impacted in 2022 by the pricing actions and increase in sales discussed above.2022. Segment operating margins, as a percentage of net sales, increased to 27.5% for the first nine months of 2023, compared with 25.9% for the first nine months of ~~2022, compared with 25.0% for the first nine months of 2021.~~2022. Segment operating income and operating margins ~~for~~were positively impacted in 2023 by the increase in sales discussed above, which was primarily driven by our higher margin businesses, as well as continued benefits from the Company's Operational Excellence initiatives. In the first nine months of 2022, ~~were negatively impacted by the dilutive impact of the 2021 acquisitions. Excluding the dilutive impact of recent acquisitions,~~ segment operating income included a $7.1 million gain on the sale of a facility which increased operating margins ~~for the core businesses increased 150~~by 20 basis ~~points compared to the first nine months of 2021, due to the Company's Operational Excellence initiatives.~~points.

Cost of sales for the first nine months of ~~2022~~2023 was ~~$2,941.6~~$3,096.6 million or ~~65.0%~~63.6% of net sales, an increase of ~~$290.1~~$155.0 million or ~~10.9%~~5.3%, compared with ~~$2,651.5~~$2,941.6 million or ~~65.6%~~65.0% of net sales for the first nine months of ~~2021.~~2022. The cost of sales increase was primarily due to the net sales increase discussed above.

Selling, general and administrative expenses for the first nine months of ~~2022~~2023 were ~~$480.7~~$507.0 million or ~~10.6%~~10.4% of net sales, an increase of ~~$37.0~~$26.3 million or ~~8.3%~~5.5%, compared with ~~$443.7~~$480.7 million or ~~11.0%~~10.6% of net sales for the first nine months of ~~2021.~~2022. Selling ~~general and administrative~~ expenses increased primarily due to the net sales increase discussed above. General and administrative expenses for the first nine months of 2023 were $73.8 million, compared with $69.0 million for the first nine months of 2022. The general and administrative expenses in the first nine months of 2023 include higher employee compensation costs compared to the first nine months of 2022.

Consolidated operating income was $1,262.5 million or 25.9% of net sales for the first nine months of 2023, an increase of $159.9 million or 14.5%, compared with $1,102.6 million or 24.4% of net sales for the first nine months of ~~2022, an increase of $155.1 million or 16.4%, compared with $947.5 million or 23.4% of net sales for the first nine months of 2021.~~2022.

Other ~~income,~~expense, net was ~~$7.8~~$15.3 million for the first nine months of ~~2022,~~2023, compared with ~~$3.8~~$7.8 million of other ~~expense,~~income, net for the first nine months of ~~2021,~~2022, a change of ~~$11.6~~$23.1 million. The first nine months of ~~2022~~2023 includes ~~higher~~$15.4 million of lower pension income ~~of $7.4 million~~ and ~~lower~~higher acquisition-related due diligence expense compared to the first nine months of ~~2021.~~2022.

The effective tax rate for the first nine months of ~~2022~~2023 was ~~18.8%~~18.4%, compared with ~~19.9%~~18.8% for the first nine months of ~~2021.~~2022. The lower effective ~~tax~~ rate ~~in 2022 is~~for the nine months of 2023 primarily ~~due to improved foreign-derived intangible income ("FDII") benefits~~reflects greater utilization of research and ~~a favorable foreign tax rate differential.~~development credits.

Net income for the first nine months of ~~2022~~2023 was ~~$852.5~~$970.3 million, an increase of ~~$144.1~~$117.8 million or ~~20.3%~~13.8%, compared with ~~$708.4~~$852.5 million for the first nine months of ~~2021.~~2022.

Diluted earnings per share for the first nine months of ~~2022~~2023 were ~~$3.68,~~$4.19, an increase of ~~$0.64~~$0.51 or ~~21.1%~~13.9%, compared with ~~$3.04~~$3.68 per diluted share for the first nine months of ~~2021.~~

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2022.

Segment Results

EIG’s net sales totaled $3,388.0 million for the first nine months of 2023, an increase of $317.9 million or 10.4%, compared with $3,070.1 million for the first nine months of ~~2022, an increase of $363.4 million or 13.4%, compared with $2,706.7 million for the first nine months of 2021.~~2022. The net sales increase was due to a ~~12%~~7% organic sales increase and a 3% increase from ~~acquisitions, partially offset by an unfavorable 2% effect of foreign currency translation.~~acquisitions.

EIG’s operating income was $952.0 million for the first nine months of 2023, an increase of $169.4 million or 21.6%, compared with $782.6 million for the first nine months of ~~2022, an increase of $103.9 million or 15.3%, compared with $678.7 million for the first nine months of 2021.~~2022. EIG’s operating margins were ~~25.5%~~28.1% of net sales for the first nine months of ~~2022,~~2023, compared with ~~25.1%~~25.5% for the first nine months of ~~2021. EIG's~~2022. EIG operating margins increased in the first nine months of ~~2022 were negatively impacted by the dilutive impact of the 2021 acquisitions. Excluding the dilutive impact of the 2021 acquisitions, EIG operating margins increased 130 basis points~~2023 compared to the first nine months of ~~2021,~~2022, due to the ~~pricing actions and~~ increase in net sales discussed above, as well as continued benefits from the Company's Operational Excellence initiatives.

EMG’s net sales totaled $1,478.0 million for the first nine months of 2023, an increase of $23.3 million or 1.6%, compared with $1,454.7 million for the first nine months of ~~2022, an increase of $118.6 million or 8.9%, compared with $1,336.1 million for the first nine months of 2021.~~2022. The net sales increase was due to a ~~12% organic sales~~3% increase from acquisitions, partially offset by an ~~unfavorable 3% effect of foreign currency translation.~~organic sales decrease .

EMG’s operating income was $384.3 million for the first nine months of 2023, a decrease of $4.7 million or 1.2%, compared with $389.0 million for the first nine months of ~~2022, an increase~~2022. EMG’s operating margins were 26.0% of ~~$57.0 million or 17.2%,~~net sales for the first

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nine months of 2023, compared with ~~$332.0 million~~26.7% for the first nine months of ~~2021.~~2022. EMG's operating margins were negatively impacted by the dilutive impact of the 2023 acquisition. For the first nine months of 2022, EMG's operating income included a $7.1 million gain on the sale of a facility, ~~during the first nine months of 2022. EMG’s~~which increased EMG operating margins ~~were 26.7%~~by 40 basis points. Excluding the dilutive impact of ~~net sales for~~ the ~~first nine months of 2022, compared with 24.9% for the first nine months of 2021. Excluding~~2023 acquisition and the gain on the sale of a facility, EMG operating margins for the first nine months of 2023 increased ~~140~~50 basis points compared to the first nine months of ~~2021, due to the pricing actions and increase in net sales discussed above, as well as continued benefits from the Company's Operational Excellence initiatives.~~2022.

Financial Condition

Liquidity and Capital Resources

Cash provided by operating activities totaled $1,194.6 million for the first nine months of 2023, an increase of $430.2 million or 56.3%, compared with $764.4 million for the first nine months of ~~2022, a decrease of $114.2 million or 13.0%, compared with $878.6 million for the first nine months of 2021.~~2022. The ~~decrease~~increase in cash provided by operating activities for the first nine months of ~~2022~~2023 was primarily due to ~~higher investments in inventory to support sales~~improved working capital management and ~~backlog growth, and to mitigate inventory supply chain constraints, partially offset by~~ higher net income.

Free cash flow (cash flow provided by operating activities less capital expenditures) was $1,118.1 million for the first nine months of 2023, compared with $683.5 million for the first nine months of ~~2022, compared with $811.3 million for the first nine months of 2021.~~2022. EBITDA (earnings before interest, income taxes, depreciation and amortization) was $1,488.3 million for the first nine months of 2023, compared with $1,340.3 million for the first nine months of ~~2022, compared with $1,157.2 million for the first nine months of 2021.~~2022. 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 $326.3 million for the first nine months of 2023, compared with cash used by investing activities of $255.5 million for the first nine months of ~~2022, compared with cash used by investing activities of $1,895.2 million for~~2022. For the first nine months of ~~2021.~~2023, the Company paid $246.7 million, net of cash acquired, to purchase Bison and UEI. For the first nine months of 2022, the Company ~~paid $190.3~~received $11.8 million ~~net~~from the sale of cash acquired, to purchase Navitar, Inc. For the first nine months of 2021, the Company paid $1,839.7 million, net of cash acquired, to purchase Abaco Systems, Magnetrol International, NSI-MI Technologies, Crank Software, and EGS Automation.a facility. Additions to property, plant and equipment totaled $76.5 million for the first nine months of 2023, compared with $80.8 million for the first nine months of ~~2022, compared with $67.2~~2022.

Cash used by financing activities totaled $364.8 million for the first nine months of ~~2021.~~

~~Cash~~2023, compared with cash used by financing activities ~~totaled~~of $501.2 million for the first nine months of ~~2022,~~2022. At September 30, 2023, total debt, net was $2,160.6 million, compared with ~~cash provided~~$2,385.0 million at December 31, 2022. For the first nine months of 2023, total borrowings decreased by ~~financing activities of $171.2~~$220.6 million compared with a $26.3 million decrease for the first nine months of ~~2021.~~2022. At September 30, 2022, total debt, net was $2,357.4 million, compared with $2,544.2 million at December 31, 2021. For the first nine months of 2022, total borrowings decreased by $26.3 million compared with a $286.1 million increase for the first nine months of 2021. At September 30, 2022,2023, the Company had available borrowing capacity of ~~$2,685.9~~$2,972.3 million under its revolving credit facility, including the $700 million accordion feature.

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$2.3 billion and terminates the $800 million term loan. The credit agreement places certain restrictions on allowable additional indebtedness. At September 30, 2022, the Company had $274.0 million outstanding on the revolver with a maturity date of May 2027.

The debt-to-capital ratio was ~~24.8%~~20.6% at September 30, ~~2022,~~2023, compared with ~~27.0%~~24.2% at December 31, ~~2021.~~2022. 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 ~~22.3%~~13.6% at September 30, ~~2022,~~2023, compared with ~~24.2%~~21.4% at December 31, ~~2021.~~2022. 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 nine months of ~~2022~~2023 included cash dividends paid of ~~$151.6~~$172.7 million, compared with ~~$138.3~~$151.6 million for the first nine months of ~~2021.~~2022. Effective February 9, ~~2022,~~2023, the Company’s Board of Directors approved a ~~10%~~14% increase in the quarterly cash dividend on the Company’s common stock to ~~$0.22~~$0.25 per common share from ~~$0.20~~$0.22 per common share. The Company repurchased ~~$331.4~~$6.6 million of its common stock for the first nine months of ~~2022,~~2023, compared with ~~$13.1~~$331.4 million for the first nine months of 2021. Effective May 5, 2022, the Company's Board of Directors approved a $1 billion share repurchase authorization. This authorization replaces an earlier $500 million share repurchase authorization approved by the Board in February 2019.2022. Proceeds from stock option exercises were $40.1 million for the first nine months of 2023, compared with $23.2 million for the first nine months of ~~2022, compared with $42.3 million for the first nine months of 2021.~~2022.

As a result of all of the Company’s cash flow activities for the first nine months of ~~2022,~~2023, cash and cash equivalents at September 30, ~~2022~~2023 totaled ~~$309.9~~$841.9 million, compared with ~~$346.8~~$345.4 million at December 31, ~~2021.~~2022. At September 30, ~~2022,~~2023, the Company had ~~$290.7~~$354.1 million in cash outside the United States, compared with ~~$334.0~~$334.1 million at December 31, ~~2021.~~2022. 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.

Acquisitions Subsequent to September 30, 2023

In October 2023, the Company acquired Amplifier Research Corp., for approximately $105 million in cash. Amplifier Research has estimated annual sales of approximately $60 million. Amplifier Research is a leading manufacturer of radio frequency and microwave amplifiers and electromagnetic compatibility testing equipment. Amplifier Research will join EIG.

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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, ~~2021.~~2022. 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 COVID-19 pandemic and its potential impact on AMETEK’s operations, supply chain, and demand across key end markets; general economic conditions affecting the industries the Company serves; changes in the competitive environment or the effects of competition in the Company’s markets; risks associated with international sales and operations; the Company’s ability to consummate and successfully integrate future acquisitions; risks associated with international sales and operations, including supply chain disruptions; 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; ~~and~~changes in the competitive environment or the effects of competition in the Company’s markets; the ability to maintain adequate liquidity and financing ~~sources.~~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 September 30, ~~2022.~~2023. 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 September 30, ~~2022~~2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table reflects purchases of AMETEK, Inc. common stock by the Company during the three months ended September 30, ~~2022:~~2023:

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
July 1, 2022 to July 31, 2022 354 $ 126.25 44,692 $ 825,299,713
August 1, 2022 to August 31, 2022 — — — 825,299,713
September 1, 2022 to September 30, 2022 — — — 825,299,713
Total 354 $ 126.25 44,692


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
July 1, 2023 to July 31, 2023	—	$	—	—	$	817,378,870
August 1, 2023 to August 31, 2023	337	159.75		337	817,325,034
September 1, 2023 to September 30, 2023	—	—		—	817,325,034
Total	337	$	159.75	337

________________

(1) Represents shares surrendered to the Company to satisfy tax withholding obligations in connection with employees’ share-based compensation awards.

(2) Consists of the number of shares purchased pursuant to the Company’s Board of Directors $1 billion authorization for the repurchase of its common stock announced in May ~~2022, which replaces the previous $500 million authorization for the repurchase of its common stock announced in February 2019.~~2022. 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 September 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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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.

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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)
~~November 1, 2022~~October 31, 2023


	September 30, 2022		December 31, 2021
	Fair Value		Fair Value
	(In thousands)
Mutual fund investments	$	8,866	$	10,703


	EIG		EMG		Total
	(In millions)
Balance at December 31, 2021	$	4,073.8	$	1,164.9	$	5,238.7
Goodwill acquired from 2022 acquisitions	71.1		—		71.1
Purchase price allocation adjustments and other	4.2		—		4.2
Foreign currency translation adjustments	(70.1)		(53.7)		(123.8)
Balance at September 30, 2022	$	4,079.0	$	1,111.2	$	5,190.2