SEC Filing | Ametek, Inc.

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ame-20220331

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 March 31, 2022


☐			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 April 29, 2022 was 230,910,009 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 months ended March 31, 2022 and 2021			3
Condensed Consolidated Statement of Comprehensive Income for the three months ended March 31, 2022 and 2021			4
Consolidated Balance Sheet at March 31, 2022 and December 31, 2021			5
Consolidated Statement of Stockholders’ Equity for the three months ended March 31, 2022 and 2021			6
Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2022 and 2021			7
Notes to Consolidated Financial Statements			8

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
Item 4.Controls and Procedures			22

PART II. OTHER INFORMATION


Item 2.Unregistered Sales of Equity Securities and Use of Proceeds			23
Item 6.Exhibits			24

SIGNATURES			25

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 March 31,
	2022		2021
Net sales	$	1,458,525	$	1,215,742
Cost of sales	948,833		789,392
Selling, general and administrative	156,452		133,005
Total operating expenses	1,105,285		922,397
Operating income	353,240		293,345
Interest expense	(19,570)		(18,947)
Other income (expense), net	2,552		(1,942)
Income before income taxes	336,222		272,456
Provision for income taxes	63,775		53,223
Net income	$	272,447	$	219,233
Basic earnings per share	$	1.18	$	0.95
Diluted earnings per share	$	1.17	$	0.94
Weighted average common shares outstanding:
Basic shares	231,481		230,435
Diluted shares	233,065		232,296
Dividends declared and paid per share	$	0.22	$	0.20

See accompanying notes.

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AMETEK, Inc.

Condensed Consolidated Statement of Comprehensive Income

(In thousands)

(Unaudited)


	Three Months Ended March 31,
	2022		2021
Total comprehensive income	$	257,301	$	210,826

See accompanying notes.

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AMETEK, Inc.

Consolidated Balance Sheet

(In thousands)


	March 31, 2022		December 31, 2021
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	340,304	$	346,772
Receivables, net	854,457		829,213
Inventories, net	866,472		769,175
Other current assets	211,582		183,605
Total current assets	2,272,815		2,128,765
Property, plant and equipment, net	611,010		617,138
Right of use assets, net	169,279		169,924
Goodwill	5,218,920		5,238,726
Other intangibles, net	3,312,384		3,368,629
Investments and other assets	387,621		375,005
Total assets	$	11,972,029	$	11,898,187

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings and current portion of long-term debt, net	$	331,426	$	315,093
Accounts payable	504,249		470,252
Customer advanced payments	322,887		298,728
Income taxes payable	74,055		35,904
Accrued liabilities and other	358,118		443,337
Total current liabilities	1,590,735		1,563,314
Long-term debt, net	2,204,592		2,229,148
Deferred income taxes	715,645		719,675
Other long-term liabilities	529,369		514,166
Total liabilities	5,040,341		5,026,303
Stockholders’ equity:
Common stock	2,693		2,689
Capital in excess of par value	1,018,433		1,012,526
Retained earnings	8,121,781		7,900,113
Accumulated other comprehensive loss	(485,590)		(470,444)
Treasury stock	(1,725,629)		(1,573,000)
Total stockholders’ equity	6,931,688		6,871,884
Total liabilities and stockholders’ equity	$	11,972,029	$	11,898,187

See accompanying notes.

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AMETEK, Inc.

Consolidated Statement of Stockholders’ Equity

(In thousands)

(Unaudited)


	Three months ended March 31,
	2022		2021
Capital stock

Common stock, $0.01 par value
Balance at the beginning of the period	$	2,689	$	2,676
Shares issued	4		2
Balance at the end of the period	2,693		2,678
Capital in excess of par value
Balance at the beginning of the period	1,012,526		921,752
Issuance of common stock under employee stock plans	(3,664)		(4,780)
Share-based compensation expense	9,571		11,440
Balance at the end of the period	1,018,433		928,412
Retained earnings
Balance at the beginning of the period	7,900,113		7,094,656
Net income	272,447		219,233
Cash dividends paid	(50,778)		(46,033)

Other	(1)		—
Balance at the end of the period	8,121,781		7,267,856
Accumulated other comprehensive (loss) income
Foreign currency translation:
Balance at the beginning of the period	(275,365)		(250,748)
Translation adjustments	(27,185)		(21,500)
Change in long-term intercompany notes	(6,867)		(6,895)
Net investment hedge instruments gain, net of tax of $(5,831) and $(5,938) for the quarter ended March 31, 2022 and 2021, respectively	17,906		18,358
Balance at the end of the period	(291,511)		(260,785)
Defined benefit pension plans:
Balance at the beginning of the period	(195,079)		(253,720)
Amortization of net actuarial loss and other, net of tax of $(326) and $(527) for the quarter ended March 31, 2022 and 2021, respectively	1,000		1,630
Balance at the end of the period	(194,079)		(252,090)
Accumulated other comprehensive loss at the end of the period	(485,590)		(512,875)
Treasury stock
Balance at the beginning of the period	(1,573,000)		(1,565,270)
Issuance of common stock under employee stock plans	4,095		7,944
Purchase of treasury stock	(156,724)		(7,997)
Balance at the end of the period	(1,725,629)		(1,565,323)
Total stockholders’ equity	$	6,931,688	$	6,120,748

See accompanying notes.

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AMETEK, Inc.

Condensed Consolidated Statement of Cash Flows

(In thousands)

(Unaudited)


	Three months ended March 31,
	2022		2021
Cash provided by (used for):
Operating activities:
Net income	$	272,447	$	219,233
Adjustments to reconcile net income to total operating activities:
Depreciation and amortization	78,121		64,617
Deferred income taxes	(497)		8,095
Share-based compensation expense	9,571		11,440

Gain on sale of facilities	(7,054)		—
Net change in assets and liabilities, net of acquisitions	(138,897)		(13,275)
Pension contributions	(2,137)		(2,038)
Other, net	(10,213)		(3,665)
Total operating activities	201,341		284,407
Investing activities:
Additions to property, plant and equipment	(26,389)		(17,537)
Purchases of businesses, net of cash acquired	—		(263,948)

Proceeds from sale of facilities	11,754		—
Other, net	(246)		(3,017)
Total investing activities	(14,881)		(284,502)
Financing activities:
Net change in short-term borrowings	19,977		(32,950)



Repurchases of common stock	(156,724)		(7,997)
Cash dividends paid	(50,778)		(46,033)
Proceeds from stock option exercises	8,262		6,925
Other, net	(8,180)		(3,951)
Total financing activities	(187,443)		(84,006)
Effect of exchange rate changes on cash and cash equivalents	(5,485)		(5,061)
Decrease in cash and cash equivalents	(6,468)		(89,162)
Cash and cash equivalents:
Beginning of period	346,772		1,212,822
End of period	$	340,304	$	1,123,660

See accompanying notes.

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AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2022

(Unaudited)

1. Basis of Presentation

The accompanying consolidated financial statements are unaudited. AMETEK, Inc. (the “Company”) believes that all adjustments (which primarily consist of normal recurring accruals) necessary for a fair presentation of the consolidated financial position of the Company at March 31, 2022, the consolidated results of its operations for the three months ended March 31, 2022 and 2021 and its cash flows for the three months ended March 31, 2022 and 2021 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 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
	(In thousands)
Contract assets—January 1	$	95,274	$	68,971
Contract assets – March 31	102,703		71,415
Change in contract assets – increase (decrease)	7,429		2,444
Contract liabilities – January 1	328,816		215,093
Contract liabilities – March 31	351,053		253,047
Change in contract liabilities – (increase) decrease	(22,237)		(37,954)
Net change	$	(14,808)	$	(35,510)

The net change for the three months ended March 31, 2022 was primarily driven by contract liabilities, specifically broad-based growth in advance payments from customers. For the three months ended March 31, 2022 and 2021, the Company recognized revenue of $181.6 million and $132.0 million, respectively, that was previously included in the beginning balance of contract liabilities.

Contract assets are reported as a component of Other current assets in the consolidated balance sheet. At March 31, 2022 and December 31, 2021, $28.3 million and $30.1 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 March 31, 2022 and December 31, 2021 were $305.9 million and $342.5 million, respectively. Remaining performance obligations represent the transaction price of firm, non-cancelable orders, with expected delivery dates to customers greater than one year from the balance sheet date, for which the performance obligation is unsatisfied or partially unsatisfied. These performance obligations will be substantially satisfied within two to three years.

Geographic Areas

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AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2022

(Unaudited)

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


	Three months ended March 31, 2022
	EIG		EMG		Total
	(In thousands)
United States	$	483,626	$	230,641	$	714,267
International(1):
United Kingdom	27,955		28,757		56,712
European Union countries	120,714		114,149		234,863
Asia	256,420		63,406		319,826
Other foreign countries	99,044		33,813		132,857
Total international	504,133		240,125		744,258
Consolidated net sales	$	987,759	$	470,766	$	1,458,525

________________

(1) Includes U.S. export sales of $409.2 million for the three months ended March 31, 2022.


	Three months ended March 31, 2021
	EIG		EMG		Total
	(In thousands)
United States	$	388,901	$	210,182	$	599,083
International(1):
United Kingdom	21,947		30,051		51,998
European Union countries	103,665		95,297		198,962
Asia	197,561		61,194		258,755
Other foreign countries	78,850		28,094		106,944
Total international	402,023		214,636		616,659
Consolidated net sales	$	790,924	$	424,818	$	1,215,742

______________

(1) Includes U.S. export sales of $331.2 million for the three months ended March 31, 2021.

Major Products and Services

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


	Three months ended March 31, 2022
	EIG		EMG		Total
	(In thousands)
Process and analytical instrumentation	$	692,692	$	—	$	692,692
Aerospace and power	295,067		126,742		421,809
Automation and engineered solutions	—		344,024		344,024
Consolidated net sales	$	987,759	$	470,766	$	1,458,525

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AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2022

(Unaudited)


	Three months ended March 31, 2021
	EIG		EMG		Total
	(In thousands)
Process and analytical instrumentation	$	576,559	$	—	$	576,559
Aerospace and power	214,365		122,173		336,538
Automation and engineered solutions	—		302,645		302,645
Consolidated net sales	$	790,924	$	424,818	$	1,215,742

Timing of Revenue Recognition


	Three months ended March 31, 2022
	EIG		EMG		Total
	(In thousands)
Products transferred at a point in time	$	812,948	$	412,654	$	1,225,602
Products and services transferred over time	174,811		58,112		232,923
Consolidated net sales	$	987,759	$	470,766	$	1,458,525


	Three months ended March 31, 2021
	EIG		EMG		Total
	(In thousands)
Products transferred at a point in time	$	647,252	$	383,031	$	1,030,283
Products and services transferred over time	143,672		41,787		185,459
Consolidated net sales	$	790,924	$	424,818	$	1,215,742

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:


	Three Months Ended March 31,
	2022		2021
	(In thousands)
Balance at the beginning of the period	$	27,478	$	27,839
Accruals for warranties issued during the period	2,753		2,780
Settlements made during the period	(3,023)		(3,292)
Warranty accruals related to acquired businesses and other during the period	(166)		(99)
Balance at the end of the period	$	27,042	$	27,228

Accounts Receivable

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

At March 31, 2022, the Company had $854.5 million of accounts receivable, net of allowances of $10.9 million. Changes in the allowance were not material for the three months ended March 31, 2022.

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AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2022

(Unaudited)

4. Earnings Per Share

The calculation of basic earnings per share is based on the weighted average number of common shares considered outstanding during the periods. The calculation of diluted earnings per share reflects the effect of all potentially dilutive securities (principally outstanding stock options and restricted stock grants). 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 March 31,
	2022	2021
	(In thousands)
Weighted average shares:
Basic shares	231,481	230,435
Equity-based compensation plans	1,584	1,861
Diluted shares	233,065	232,296

5. Fair Value Measurements

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

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

The following table provides the Company’s assets that are measured at fair value on a recurring basis, consistent with the fair value hierarchy, at March 31, 2022 and December 31, 2021:


	March 31, 2022		December 31, 2021
	Fair Value		Fair Value
	(In thousands)
Mutual fund investments	$	11,283	$	10,703

The fair value of mutual fund investments, which are valued as level 1 investments, was based on quoted market prices. The mutual fund investments are shown as a component of investments and other assets on the consolidated balance sheet.

For the three months ended March 31, 2022 and 2021, gains and losses on the investments noted above were not significant. No transfers between level 1 and level 2 investments occurred during the three months ended March 31, 2022 and 2021.

Financial Instruments

Cash, cash equivalents and mutual fund investments are recorded at fair value at March 31, 2022 and December 31, 2021 in the accompanying consolidated balance sheet.

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AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2022

(Unaudited)

The following table provides the estimated fair values of the Company’s financial instrument liabilities, for which fair value is measured for disclosure purposes only, compared to the recorded amounts at March 31, 2022 and December 31, 2021:


	March 31, 2022				December 31, 2021
	Recorded Amount		Fair Value		Recorded Amount		Fair Value
	(In thousands)
Long-term debt (including current portion)	$	(2,208,928)	$	(2,243,340)	$	(2,233,705)	$	(2,378,930)

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.

6. Hedging Activities

The Company has designated certain foreign-currency-denominated long-term borrowings as hedges of the net investment in certain foreign operations. As of March 31, 2022, 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 hedge designation. Any gain or loss on the hedging instruments (the debt) following hedge designation is reported in accumulated other comprehensive income in the same manner as the translation adjustment on the hedged investment based on changes in the spot rate, which is used to measure hedge effectiveness.

At March 31, 2022, the Company had $295.9 million of British-pound-denominated loans, which were designated as a hedge against the net investment in British pound functional currency foreign subsidiaries. At March 31, 2022, the Company had $596.2 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, $23.7 million of pre-tax currency remeasurement gains have been included in the foreign currency translation component of other comprehensive income for the three months ended March 31, 2022.

7. Inventories, net


	March 31, 2022		December 31, 2021
	(In thousands)
Finished goods and parts	$	106,667	$	89,985
Work in process	142,472		122,356
Raw materials and purchased parts	617,333		556,834
Total inventories, net	$	866,472	$	769,175

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AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2022

(Unaudited)

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 three months ended March 31, 2022 and 2021. The Company's leases have initial lease terms ranging from one month to 16 years. Certain lease agreements contain provisions for future rent increases.

The components of lease expense were as follows:


	Three Months Ended March 31,
	2022		2021
	(In thousands)
Operating lease cost	$	15,378	$	11,517
Variable lease cost	2,253		1,470
Total lease cost	$	17,631	$	12,987

Supplemental balance sheet information related to leases was as follows:


	March 31, 2022		December 31, 2021
	(In thousands)
Right of use assets, net	$	169,279	$	169,924
Lease liabilities included in Accrued Liabilities and other	47,473		47,353
Lease liabilities included in Other long-term liabilities	127,620		129,101
Total lease liabilities	$	175,093	$	176,454

Maturities of lease liabilities as of March 31, 2022 were as follows:


Lease Liability Maturity Analysis	Operating Leases
	(In thousands)
Remaining 2022	$	39,105
2023	44,048
2024	32,276
2025	23,317
2026	16,712
Thereafter	27,232
Total lease payments	182,690
Less: imputed interest	7,597
	$	175,093

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

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AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2022

(Unaudited)

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

Purchase price allocation adjustments and other	(1.2)		—		(1.2)
Foreign currency translation adjustments	(9.6)		(9.0)		(18.6)
Balance at March 31, 2022	$	4,063.0	$	1,155.9	$	5,218.9

The Company is in the process of finalizing its measurements of certain tangible and intangible assets and liabilities for its November 2021 acquisition of Alphasense.

10. Income Taxes

At March 31, 2022, the Company had gross uncertain tax benefits of $154.1 million, of which $113.8 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	$	147.0
Additions for tax positions	7.1
Reductions for tax positions	—
Balance at March 31, 2022	$	154.1

The additions above primarily reflect the tax positions for foreign tax planning initiatives. The Company recognizes interest and penalties accrued related to uncertain tax positions in income tax expense. The amounts recognized in income tax expense for interest and penalties during the three months ended March 31, 2022 and 2021 were not significant.

The effective tax rate for the three months ended March 31, 2022 was 19.0%, compared with 19.5% for the three months ended March 31, 2021. The lower effective tax rate in 2022 is primarily due to a favorable foreign tax rate differential.

11. Debt

On April 26, 2021, 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 add a new five-year, delayed draw, term loan for up to $800 million. The credit agreement places certain restrictions on allowable additional indebtedness. At March 31, 2022, the Company had $150.0 million outstanding on the term loan with a maturity date of June 2026. The Company's ability to draw on the term loan expired on April 26, 2022, with no additional borrowings.

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AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2022

(Unaudited)

12. 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.

Share Based Compensation Expense

Total share-based compensation expense was as follows:


	Three Months Ended March 31,
	2022		2021
	(In thousands)
Stock option expense	$	3,440	$	3,923
Restricted stock expense	4,778		6,227
Performance restricted stock unit expense	1,353		1,290
Total pre-tax expense	$	9,571	$	11,440

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

Stock Options

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


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

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	(142)	62.75
Forfeited	(24)	91.75
Outstanding at March 31, 2022	3,794	$	76.56	6.7	$	180.4
Exercisable at March 31, 2022	2,361	$	70.86	5.3	$	147.1

The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2022 was $8.9 million. The total fair value of stock options vested during the three months ended March 31, 2022 was $7.3 million. As of March 31, 2022, there was approximately $28.0 million of expected future pre-tax compensation expense related to the 1.4

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AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2022

(Unaudited)

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
	(In thousands)
Non-vested restricted stock outstanding at December 31, 2021	413	$	96.07
Granted	179	134.71
Vested	(107)	86.05
Forfeited	(10)	100.34
Non-vested restricted stock outstanding at March 31, 2022	475	$	112.85

The total fair value of restricted stock vested during the three months ended March 31, 2022 was $9.3 million. As of March 31, 2022, there was approximately $44.2 million of expected future pre-tax compensation expense related to the 0.5 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, 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.

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AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2022

(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	(2)	89.73
Non-vested performance restricted stock outstanding at March 31, 2022	279	$	101.97

_________________________________________

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

As of March 31, 2022, there was approximately $17.3 million of expected future pre-tax compensation expense related to the 0.3 million non-vested restricted shares outstanding, which is expected to be recognized over a weighted average period of less than one year.

13. Retirement and Pension Plans

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


	Three Months Ended March 31,
	2022		2021
	(In thousands)
Defined benefit plans:
Service cost	$	1,374	$	2,021
Interest cost	5,120		4,567
Expected return on plan assets	(15,268)		(14,174)
Amortization of net actuarial loss and other	2,174		4,353
Pension income	(6,600)		(3,233)
Other plans:
Defined contribution plans	13,261		8,455
Foreign plans and other	2,318		2,234
Total other plans	15,579		10,689
Total net pension expense	$	8,979	$	7,456

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

For the three months ended March 31, 2022 and 2021, contributions to the Company’s defined benefit pension plans were $2.1 million and $2.0 million, respectively. The Company’s current estimate of 2022 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.

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AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2022

(Unaudited)

14. Contingencies

Asbestos Litigation

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

Environmental Matters

Certain historic processes in the manufacture of products have resulted in environmentally hazardous waste by-products as defined by federal and state laws and regulations. At March 31, 2022, 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 March 31, 2022 and December 31, 2021 were $36.9 million and $37.2 million, respectively, for both non-owned and owned sites. For the three months ended March 31, 2022, the Company recorded $2.3 million in reserves. Additionally, the Company spent $2.6 million on environmental matters for the three months ended March 31, 2022.

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.

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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 March 31,
	2022		2021
	(In thousands)
Net sales:
Electronic Instruments	$	987,759	$	790,924
Electromechanical	470,766		424,818
Consolidated net sales	$	1,458,525	$	1,215,742
Operating income and income before income taxes:
Segment operating income:
Electronic Instruments	$	244,774	$	206,897
Electromechanical	128,209		105,033
Total segment operating income	372,983		311,930
Corporate administrative expenses	(19,743)		(18,585)
Consolidated operating income	353,240		293,345
Interest expense	(19,570)		(18,947)
Other income (expense), net	2,552		(1,942)
Consolidated income before income taxes	$	336,222	$	272,456

Recent Events and Market Conditions

Recent events and market conditions impacting our business include the COVID-19 pandemic, increased material and transportation cost inflation, supply chain constraints, and Russia’s invasion of Ukraine. As a result of these events and conditions, we anticipate a challenging global economic environment for the remainder of 2022. 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. The recent lockdowns in China have limited our ability to access customer sites, operate certain facilities, and place additional constraints on our supply chain. Beginning in 2021, we experienced inflationary cost increases in material and transportation costs and we expect elevated levels of cost inflation to persist throughout 2022. We have taken steps to mitigate the impacts of inflation by implementing pricing actions. 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, or results of operations.

Results of operations for the first quarter of 2022 compared with the first quarter of 2021

For the quarter ended March 31, 2022, the Company posted a record backlog as well as strong sales, operating income, net income, and orders. The Company achieved these results from organic sales growth in both EIG and EMG, contributions from the 2021 acquisitions of Abaco Systems, Inc., Magnetrol International, and NSI-MI Technologies, as well as the Company's Operational Excellence initiatives.

Net sales for the first quarter of 2022 were $1,458.5 million, an increase of $242.8 million or 20.0%, compared with net sales of $1,215.7 million for the first quarter of 2021. The increase in net sales for the first quarter of 2022 was due to a 14% increase in organic sales, a 7% increase from acquisitions, partially offset by an unfavorable 1% effect of foreign currency translation.

Total international sales for the first quarter of 2022 were $744.4 million or 51.0% of net sales, an increase of $127.7 million or 20.7%, compared with international sales of $616.7 million or 50.7% of net sales for the first quarter of 2021. The increase in international sales was primarily driven by strong demand in Europe and Asia during the quarter as well as contributions from recent acquisitions.

Orders for the first quarter of 2022 were $1,702.8 million, an increase of $305.2 million or 21.8%, compared with $1,397.6 million for the first quarter of 2021. The increase in orders for the first quarter of 2022 was due to an 18% increase in

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organic orders, a 5% increase from acquisitions, partially offset by an unfavorable 1% effect of foreign currency translation. As a result, the Company's backlog of unfilled orders at March 31, 2022 was a record $2,974.4 million, an increase of $244.3 million or 8.9% compared with $2,730.1 million at December 31, 2021.

Segment operating income for the first quarter of 2022 was $373.0 million, an increase of $61.1 million or 19.6%, compared with segment operating income of $311.9 million for the first quarter of 2021. Segment operating income was positively impacted in 2022 by the increase in sales discussed above, as well as a $7.1 million gain on the sale of a facility. Segment operating margins, as a percentage of net sales, decreased slightly at 25.6% for the first quarter of 2022, compared with 25.7% for the first quarter of 2021. Segment operating margins were negatively impacted in the first quarter of 2022 by the dilutive impact of the 2021 acquisitions. Excluding the dilutive impact of recent acquisitions and the gain on sale of a facility, segment operating margins for the core businesses increased 120 basis points compared to the first quarter of 2021, due to benefits from the Company's Operational Excellence initiatives.

Cost of sales for the first quarter of 2022 was $948.8 million or 65.1% of net sales, an increase of $159.4 million or 20.2%, compared with $789.4 million or 64.9% of net sales for the first quarter of 2021. The cost of sales increase was primarily due to the net sales increase discussed above.

Selling, general and administrative expenses for the first quarter of 2022 were $156.5 million or 10.7% of net sales, an increase of $23.5 million or 17.6%, compared with $133.0 million or 10.9% of net sales for the first quarter of 2021. Selling, general and administrative expenses increased primarily due to the net sales increase discussed above.

Consolidated operating income was $353.2 million or 24.2% of net sales for the first quarter of 2022, an increase of $59.9 million or 20.4%, compared with $293.3 million or 24.1% of net sales for the first quarter of 2021.

Other income, net was $2.6 million for the first quarter of 2022, compared with $1.9 million of other expense, net for the first quarter of 2021, a change of $4.5 million. The first quarter of 2022 includes higher pension income of $2.5 million and lower due diligence expense compared to the first quarter of 2021.

The effective tax rate for the first quarter of 2022 was 19.0%, compared with 19.5% for the first quarter of 2021. The lower effective tax rate in 2022 is primarily due to a favorable foreign tax rate differential.

Net income for the first quarter of 2022 was $272.4 million, an increase of $53.2 million or 24.3%, compared with $219.2 million for the first quarter of 2021.

Diluted earnings per share for the first quarter of 2022 were $1.17, an increase of $0.23 or 24.5%, compared with $0.94 per diluted share for the first quarter of 2021.

Segment Results

EIG’s net sales totaled $987.8 million for the first quarter of 2022, an increase of $196.8 million or 24.9%, compared with $790.9 million for the first quarter of 2021. The net sales increase was due to a 15% increase in organic sales, and an 11% increase from acquisitions, partially offset by an unfavorable 1% effect of foreign currency translation.

EIG’s operating income was $244.8 million for the first quarter of 2022, an increase of $37.9 million or 18.3%, compared with $206.9 million for the first quarter of 2021. EIG’s operating margins were 24.8% of net sales for the first quarter of 2022, compared with 26.2% for the first quarter of 2021. EIG's operating margins were negatively impacted in the first quarter of 2022 by the dilutive impact of the 2021 acquisitions. Excluding the dilutive impact of recent acquisitions, EIG operating margins for the core business increased 130 basis points compared to the first quarter of 2021, due to benefits from the Company's Operational Excellence initiatives.

EMG’s net sales totaled $470.8 million for the first quarter of 2022, an increase of $46.0 million or 10.8%, compared with $424.8 million for the first quarter of 2021. The net sales increase was due to a 12% organic sales increase, partially offset by an unfavorable 1% effect of foreign currency translation.

EMG’s operating income was a record $128.2 million for the first quarter of 2022, an increase of $23.2 million or 22.1%, compared with $105.0 million for the first quarter of 2021. EMG's operating income included a $7.1 million gain on the sale of a facility during the first quarter of 2022. EMG’s operating margins were a record 27.2% of net sales for the first quarter of 2022, compared with 24.7% for the first quarter of 2021. Excluding the gain on the sale of a facility, EMG operating

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margins increased 100 basis points compared to the first quarter of 2021, due to benefits from the Company's Operational Excellence initiatives.

Financial Condition

Liquidity and Capital Resources

Cash provided by operating activities totaled $201.3 million for the first three months of 2022, a decrease of $83.1 million or 29.2%, compared with $284.4 million for the first three months of 2021. The decrease in cash provided by operating activities for the first three months of 2022 was primarily due to higher investments in inventory to support sales and backlog growth, and also to mitigate inventory supply chain constraints.

Free cash flow (cash flow provided by operating activities less capital expenditures) was $175.0 million for the first three months of 2022, compared with $266.9 million for the first three months of 2021. EBITDA (earnings before interest, income taxes, depreciation and amortization) was $433.6 million for the first three months of 2022, compared with $355.5 million for the first three months of 2021. 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 $14.9 million for the first three months of 2022, compared with cash used by investing activities of $284.5 million for the first three months of 2021. For the first three months of 2022, the Company received proceeds of $11.8 million from the sale of a facility. For the first three months of 2021, the Company paid $263.9 million, net of cash acquired, to purchase Magnetrol International, Crank Software, and EGS Automation. Additions to property, plant and equipment totaled $26.4 million for the first three months of 2022, compared with $17.5 million for the first three months of 2021.

Cash used by financing activities totaled $187.4 million for the first three months of 2022, compared with cash used by financing activities of $84.0 million for the first three months of 2021. At March 31, 2022, total debt, net was $2,536.0 million, compared with $2,544.2 million at December 31, 2021. For the first three months of 2022, total borrowings increased by $20.0 million compared with a $33.0 million decrease for the first three months of 2021. At March 31, 2022, the Company had available borrowing capacity of $2,431.3 million under its revolving credit facility and term loan, including the $500 million accordion feature.

The debt-to-capital ratio was 26.8% at March 31, 2022, compared with 27.0% at December 31, 2021. 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 24.1% at March 31, 2022, compared with 24.2% at December 31, 2021. 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 three months of 2022 included cash dividends paid of $50.8 million, compared with $46.0 million for the first three months of 2021. Effective February 9, 2022, the Company’s Board of Directors approved a 10% increase in the quarterly cash dividend on the Company’s common stock to $0.22 per common share from $0.20 per common share. The Company repurchased $156.7 million of its common stock for the first three months of 2022, compared with $8.0 million for the first three months of 2021. Proceeds from stock option exercises were $8.3 million for the first three months of 2022, compared with $6.9 million for the first three months of 2021.

As a result of all of the Company’s cash flow activities for the first three months of 2022, cash and cash equivalents at March 31, 2022 totaled $340.3 million, compared with $346.8 million at December 31, 2021. At March 31, 2022, the Company had $326.4 million in cash outside the United States, compared with $334.0 million at December 31, 2021. 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

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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.

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. 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; 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 the ability to maintain adequate liquidity and financing sources. 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 March 31, 2022. 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 March 31, 2022 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 March 31, 2022:


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
January 1, 2022 to January 31, 2022	—	$	—	—	$	469,729,729
February 1, 2022 to February 28, 2022	143,528	128.85		143,528	451,235,513
March 1, 2022 to March 31, 2022	1,074,423	128.65		1,074,423	313,006,100
Total	1,217,951	$	128.68	1,217,951

________________

(1) Includes 34,205 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 $500 million authorization for the repurchase of its common stock announced in February 2019. 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.

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Item 6. Exhibits


Exhibit Number						Description

10.1 *						AMETEK, Inc. 2020 Omnibus Incentive Compensation Plan Form of Global Non-Qualified Stock Option Award Agreement for non-US Employees

10.2 *						AMETEK, Inc. 2020 Omnibus Incentive Compensation Plan Form of Restricted Stock Unit Award Agreement for non-US Employees

10.3 *						AMETEK, Inc. 2020 Omnibus Incentive Compensation Plan Form of Performance Restricted Stock Unit Award Agreement for non-US Employees

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.
		(Registrant)

	By:	/s/ THOMAS M. MONTGOMERY
		Thomas M. Montgomery
		Senior Vice President – Comptroller
		(Principal Accounting Officer)
May 3, 2022

Document

Exhibit 10.1

AMETEK, INC.

2020 OMNIBUS INCENTIVE COMPENSATION PLAN AND

2020 FRANCE OPTION SUB-PLAN OPTION AGREEMENT

THIS CERTIFIES THAT the French Participant as defined in the 2020 France Option Sub-Plan is hereby granted the option (“Option”) under the 2020 Omnibus Incentive Compensation Plan of AMETEK, Inc. (the “Plan”) and the 2020 France Option Sub-Plan to purchase shares of the common stock, $.01 par value, (the “Common Stock”) of AMETEK, Inc., a Delaware corporation (the “Company”), upon and subject to the Plan, the 2020 France Option Sub-Plan and the following terms and conditions, being specified that capitalized terms not otherwise defined in this Option agreement (the “Agreement”) shall have the same meanings as defined in the Plan and the 2020 France Option Sub-Plan.

1.The Options granted pursuant to this Agreement are intended to qualify for special tax and social security treatment in France applicable to rights to shares granted for no consideration under Sections L. 225-177 to

L. 225-186-1 of the French Commercial Code, as amended. However, certain event may affect the qualified status of the Options and the Company does not make any undertaking or representation to maintain the qualified status of the Options. If the Options do not retain their qualified status, the special tax and social security treatment will not apply and the French Participant will be required to pay the French Participant’s portion of social security contributions resulting from the Options as well as any income and other taxes that may be due pursuant to other rules for non-qualified Options.

2.The number of shares granted under this Option, the date of grant and exercise price are as set out on the Company’s stock administrator’s system.

3.This Option shall expire not later than ten (10) years from the date hereof (hereinafter called the “Expiration Date”).

4.This Option shall not be transferable except in case of death to the extent hereinafter set forth and may be exercised or surrendered during the French Participant’s lifetime only by the French Participant hereof.

5.Except as set forth in Paragraph 9 below, this Option shall vest in three equal installments on the first three anniversaries from the Grant Date hereof, as to one-third of the total number Options granted on each such anniversary.

6.To the extent vested and exercisable in accordance with Paragraph 5 above, this Option may be exercised from time to time in accordance with the procedures of the Company’s stock plan administrator; provided, however, that this Option may not be exercised at any time when this Option or the granting or exercise thereof violates any law or governmental order or regulation, and in no event may the Option be exercised after the Expiration Date or such earlier expiration pursuant to Paragraph 9 below.

7.Payment for the stock purchased pursuant to any exercise of this Option shall be made in full at the time of the exercise of the Option by any one or more of the following methods: (a) by check payable to the order of the Company’s stock plan administrator, (b) by wire transfer of funds to the Company’s stock plan administrator, (c) by cashless exercise, or (d) by the delivery to the Company of shares of Common Stock of the Company which shall be valued at their Fair Market Value on the date of exercise of the Option.

8.To the extent that this Option is not exercised in full prior to its Expiration Date or earlier expiration pursuant to Paragraph 9 below, it shall terminate and become void and of no effect. The French Participant is solely responsible for any election to exercise the Option, and the Company has no obligation to provide notice to the French Participant of any matter, including, but not limited to, the date the Option expires. Neither the Company nor any


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Subsidiary has any liability in the event of the French Participant’s failure to timely exercise any vested Option prior to its expiration.

9.If the French Participant shall voluntarily or involuntary leave the employ or service of the Company or the French Affiliate, this option shall terminate forthwith, except the Option shall have until the end of the three (3)-month period following the cessation of the French Participant’s employment with or service to the Company and its French Affiliate, and no longer, to exercise any vested but unexercised option the French Participant could have exercised on the day on which the French Participant left the employ or service of the Company and its French Affiliate. Notwithstanding the foregoing, any remaining unexercised option shall be exercisable:

(a)after the completion of at least two (2) full years of employment or service with the French Affiliate and the attainment of age sixty-five (65), provided that such exercise is accomplished prior to the Expiration Date; or

(b)in the case of death within six (6) months after the French Participant’s death, and this even after the Expiration Date; or

(c)if the French Participant’s termination of employment or service occurs in connection with a Change in Control provided that such exercise is accomplished (i) prior to the Expiration Date and (ii) within one (1) year after the Change in Control; or

(d)if the French Participant is disabled (as defined by Article L. 341-4 of the French Code de la Sécurité Sociale)) at the date of the French Participant’s termination of employment or service, provided that such exercise is accomplished prior to the Expiration Date.

If the Company receives a legal opinion that there has been a legal judgment and/or legal development that in France or any applicable jurisdiction that likely would result in the favorable treatment that applies to Options under the Plan being deemed unlawful or discriminatory, the Company, in its sole discretion, shall have the power and authority to revise or strike certain provisions of the Agreement, including this Paragraph 9, to the minimum extent necessary to make it valid and enforceable to the full extent permitted under the law.

10.The French Participant acknowledges and agrees that regardless of any action taken by the Company, or if different, the subsidiary or Affiliate for which the French Participant provides services (the “Employer”) with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax) , social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the French Participant’s participation in the Plan and legally applicable under applicable legislation to the French Participant (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the French Participant’s responsibility and may exceed the amount actually withheld by the Company and/or the Employer. The French Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Options, including but not limited to, the grant, vesting or settlement of the awards, or the subsequent sale of shares acquired under the Plan; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the award to reduce or eliminate the French Participant’s liability for Tax-Related Items or achieve a particular tax result. Further, if the French Participant is subject to Tax-Related Items in more than one jurisdiction, the French Participant acknowledges and agrees that the Company or Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, the French Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the French Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations about Tax-Related Items by one or a combination of the following:

(a)withholding from the French Participant’s wages or other cash compensation paid to the French Participant by the Company, the Employer or any other subsidiary;

(b)withholding from the proceeds of the sale of share of Common Stock acquired at exercise either through a voluntary sale or through a mandatory sale arranged by the Company (on the French Participant’s behalf pursuant to this authorization) without further consent;


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(c)withholding shares of Common Stock to be issued upon exercise of the Option, provided the Company only withholds the amount of shares of Common Stock necessary to satisfy no more than the maximum statutory withholding amounts; or

(d)any other method approved by the Committee and permitted by applicable laws.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case the French Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Common Stock equivalent) or, if not refunded, the French Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding shares of Common Stock, for tax purposes, the French Participant is deemed to have been issued the full number of shares of Common Stock, notwithstanding that Common Stock is held back solely for purposes of paying the Tax-Related Items.

Finally, the French Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the French Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Common Stock or the proceeds from the sale of shares of Common Stock, if the French Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

11.In accepting the Option, the French Participant acknowledges, understands and agrees that: (i) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan and 2020 French Sub-Plan;

(ii) the grant of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants or benefits in lieu of Options, even if such awards have been granted in the past; (iii) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (iv) the grant of the Option and the French Participant’s participation in the Plan shall not be construed as creating any contract of employment between the Company and the French Participant and does not entitle the French Participant to any benefit other than that granted under this Agreement; (v) the French Participant is voluntarily participating in the Plan; (vi) the Option and the shares of Common Stock subject to the Option, and the income from and value of same, are not intended to replace any pension rights or compensation; (vii) the Option and the shares of Common Stock subject to the Option, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (viii) the future value of the shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (ix) if the underling shares of Common Stock do not increase in value, the Option will have no value; (x) if the French Participant exercises the Option and acquires shares of Common Stock, the value of such shares of Common Stock may increase or decrease, even below the exercise price; (xi) no claim or entitlement to compensation or damages shall arise from forfeiture of the Options resulting from a termination from employment or service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where the French Participant is employed or otherwise rendering services or the terms of the French Participant’s employment or service agreement, if any); (xii) unless otherwise agreed with the Company, the Option and shares of Common Stock subject to the Option, and the income from and value of same, are not granted as consideration for, or in connection with the service the French Participant may provide as a director of any subsidiary or Affiliate; and

(xiii) neither the Company, the Employer or any Parent Corporation or subsidiary shall be liable for any foreign exchange rate fluctuation between the French Participant’s local currency and the U.S. Dollar that may affect the value of the Options or any amounts due to the French Participant pursuant to the exercise of the Option or subsequent sale of shares of Common Stock acquired upon exercise.

12.The grant of this Option shall not confer upon the French Participant the right to be retained by or in the employ or service of the Company or its subsidiaries and shall not interfere in any way with the right of the the French Affiliate to terminate the French Participant’s employment or service at any time.


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13.The French Participant hereby explicitly, voluntarily and unambiguously consents to the collection, use, and transfer, in electronic or other form, of the French Participant’s personal data as described in this Agreement and any other Plan materials by and among, as applicable, the Employer, the Company and any other subsidiary for the exclusive purposes of implementing, administering and managing the French Participant’s participation in the Plan.

The French Participant understands that the Company and the Employer may hold certain personal information about the French Participant, including, but not limited to, the French Participant’s name, home address, email address and telephone number, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all Options or any other entitlement to Common Stock awarded, canceled, exercised, vested, unvested or outstanding in the French Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the French Participant’s participation in the Plan.

The French Participant understands that Data may be transferred to Schwab Stock Plan Services, which may assist the Company (presently or in the future) with the implementation, administration and management of the Plan. The French Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections than the French Participant’s country. The French Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The French Participant authorizes the Company, and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purposes of implementing, administering and managing the French Participant’s participation in the Plan. The French Participant understands that Data will be held only as long as is necessary to implement, administer and manage the French Participant’s participation in the Plan. The French Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, the French Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the French Participant does not consent, or if the French Participant later seeks to revoke his or her consent, his or her employment or service relationship will not be affected; the only consequence of refusing or withdrawing the French Participant’s consent is that the Company would not be able to grant the Options or other equity awards to the French Participant or administer or maintain such awards. Therefore, the French Participant understands that refusing or withdrawing his or her consent may affect the French Participant’s ability to participate in the Plan. For more information on the consequences of the French Participant’s refusal to consent or withdrawal of consent, the French Participant understands that he or she may contact his or her local human resources representative.

The French Participant understands that the Company may rely on a different legal basis for the processing and/or transfer of his/her personal information in the future and/or request the French Participant to provide a separate data privacy consent. If applicable and upon request of the Company, the French Participant agrees to provide an executed acknowledgment or data privacy consent form to the Company or Employer (or any other acknowledgements, agreements or consents) that the Company and/or the Employer may deem necessary to obtain under relevant data privacy laws, now or in the future. The French Participant understands that he/she will not be able to participate in the Plan and the 2020 France Option Sub-Plan if he/she fails to execute any such acknowledgement, agreement or consent requested by the Company and/or the Employer.

14.If the French Participant has received the Agreement or any other document related to the Option and/or the Plan translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

15.The Company reserves the right to impose other requirements on the French Participant’s participation in the Plan, on the Options, and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the French Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.


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1.This Option is granted subject and pursuant to the provisions of the Plan, of the 2020 France Option Sub-Plan the terms of which are incorporated herein by reference. The grant and exercise of this Option are subject to interpretations and determinations by the Committee in accordance with the terms of the Plan. The French Participant acknowledges by virtue of the acceptance, the provisions of the current prospectus which is available and accessible through the stock administrator’s system, of the Company relating to the shares covered under the Plan. A determination of the Committee as to any questions which may arise with respect to the interpretation of the provisions of this Option, of the 2020 France Option Sub-Plan and of the Plan shall be final. The Committee may authorize and establish such rules, regulations and revisions thereof, not inconsistent with the provisions of the Plan and/or of the 2020 France Option Sub-Plan, as it may deem advisable.

2.The French Participant recognizes and acknowledges that, by reason of the French Participant’s employment by and service to the Company or an Affiliate, the French Participant has had and will continue to have access to confidential information of the Company and its Affiliates, including, without limitation, information and knowledge pertaining to products and services offered, innovations, designs, ideas, plans, trade secrets, proprietary information, distribution and sales methods and systems, sales and profit figures, customer and client lists, and relationships between the Company and its Affiliates and other distributors, customers, clients, suppliers and others who have business dealings with the Company and its Affiliates (“Confidential Information”). The French Participant acknowledges that such Confidential Information is a valuable and unique asset and covenants that holder will not, either during or after the French Participant’s employment by the Company, use or disclose any such Confidential Information except to authorized representatives of the Company or as required in the performance of the French Participant’s duties and responsibilities. The French Participant shall not be required to keep confidential any Confidential Information which (i) is or becomes publicly available through no fault of the French Participant, (ii) is already in the French Participant’s possession (unless obtained from the Company or an Affiliate or one of its customers) or (iii) is required to be disclosed by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the French Participant shall provide the Company written notice of any such order prior to such disclosure to the extent practicable under the circumstances and permitted by applicable law. Further, the French Participant shall be free to use and employ the French Participant’s general skills, know-how and expertise, and to use, disclose and employ any contact information, generalized ideas, concepts, know-how, methods, techniques or skills, including, without limitation, those gained or learned during the course of the performance of the French Participant’s duties and responsibilities hereunder, so long as the French Participant applies such information without disclosure or use of any Confidential Information. Upon the French Participant’s termination of employment or service, the French Participant will return (or destroy, if requested by Company) all Confidential Information to the Company to the fullest extent possible.

3.During the French Participant’s employment and at any time thereafter, the French Participant agrees not to at any time make statements or representations, orally or in writing, that disparage the commercial reputation, goodwill or interests of the Company (or an Affiliate), or any current or former employee, officer, or director of the Company (or an Affiliate). Nothing in this Agreement shall limit or otherwise prevent (i) any person from providing truthful testimony or information in any proceeding or in response to any request from any governmental agency or any judicial, arbitral or self-regulatory forum or as otherwise required by law; (ii) either party from enforcing the other terms of this Agreement; (iii) the Company (or an Affiliate) from reviewing the holder’s performance, conducting investigations and otherwise acting in compliance with applicable law, including making statements or reports in connection therewith, or making any public filings or reports that may be required by law; (iv) the French Participant from the performance of the French Participant’s duties while employed by the Company (or an Affiliate); or (v) the French Participant from making a report to any governmental agency or entity, including but not limited to, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General, if the French Participant has a reasonable belief that there has been a potential violation of federal or state law or regulation or from making other disclosures that are protected under the whistleblower provisions of any applicable federal or state law or regulation. No prior authorization to make any such reports or disclosures is required and the French Participant is not required to notify the Company that holder has made such reports or disclosures. The French Participant, however, may not waive the Company’s (or an Affiliate’s) attorney-client privilege.


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19.The French Participant acknowledges that a waiver by the Company of any provision of the Agreement shall not operate or be construed as a waiver of any other provision of the Agreement, or of any subsequent breach by the French Participant or any other participant in the Plan.

20.The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The French Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line electronic system established and maintained by the Company or a third party designated by the Company.

21.The provisions of this Agreement are severable and if any one or more of the provisions are determined to be illegal or otherwise enforceable, in whole or in part, then such provisions will be enforced to the maximum extent possible and other provisions will remain fully effective and enforceable.

22.Notwithstanding any other provision of the Plan or the Agreement, unless there is an exemption from any registration, qualification or other legal requirement applicable to the Common Stock, the Company shall not be required to deliver any shares of Common Stock upon settlement of the awards prior to the completion of any registration or qualification of the Common Stock under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The French Participant understands that the Company is under no obligations to register or qualify the Common Stock with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Common Stock. Further, the French Participant agrees that the Company shall have unilateral authority to amend the Agreement without his or her consent, to the extent necessary to comply with securities or other laws applicable to the issuance of Common Stock.

23.The validity, construction, interpretation and effect of the terms and conditions of this Option shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the conflicts of laws provisions thereof. For purposes of any action, lawsuit or other proceedings brought to enforce this Agreement, relating to it, or arising from it, the parties hereby submit and consent to the sole and exclusive jurisdiction of the State of Pennsylvania, United States of America and agree that such litigation will be conducted in Chester County, or the federal courts for the United States for the District of Pennsylvania and no other courts.

24.The French Participant acknowledges that French residents are required to report all foreign accounts (whether open, current or closed) to the French tax authorities on their annual tax returns. Failure to complete this reporting triggers penalties.

25.The French Participant acknowledges that he/she may be subject to insider trading restrictions and/or market abuse laws, which may affect his or her ability to accept, acquire, sell or attempt to sell or otherwise dispose of Common Stock, rights to Common Stock or rights linked to the value of Common Stock, during such times as the French Participant is considered to have “inside information” regarding the Company (as defined by the laws or regulations in the French Participant’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the French Participant places before possessing inside information. Furthermore, the French Participant may be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them to otherwise buy or sell securities (third parties include fellow employees). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The French Participant acknowledges that it is his or her responsibility to comply with any applicable restrictions as well as any applicable Company insider trading policy, and the French Participant is advised to speak to his/her personal advisor on this matter.

26.The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the French Participant’s participation in the Plan, or his or her acquisition of Common


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Stock. The French Participant should consult with his or her own tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan.

27.The French Participant hereby acknowledges receipt of the Option, with the number of shares and on the Grant Date as recorded in AMETEK’s stock administrator’s system, and that the Option has been issued under the terms and conditions of the Plan and of the 2020 France Option Sub-Plan. The French Participant further agrees to conform to all the terms and conditions of the Option, of the 2020 France Option Sub-Plan and the Plan, and that all decisions and determinations of the Committee shall be final and binding.

28.By accepting the grant of the Options, the French Participant confirms having read and understood the documents related to the grant (the Agreement, the Plan, and the 2011 France Option Sub-Plan) which were provided in the English language. The French Participant accepts the terms of those documents accordingly.