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~~

June 30, ~~2018~~

2019

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number

1-12981

AMETEK, Inc.

(Exact name of registrant as specified in its charter)


Delaware		14-1682544
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



1100 Cassatt Road Berwyn, Pennsylvania		19312-1177
(Address of principal executive offices)		(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

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes

☒

☐

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~~	☐
Non-accelerated filer	☐	Smaller reporting company	☐


Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company (as defined inRule

12b-2

of the Exchange Act). Yes

☐

☒

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~~July 25, ~~2018~~2019 was ~~232,115,972~~228,345,814 shares.

~~AMETEK, Inc.~~

~~Form10-Q~~

Table of Contents

AMETEK, Inc.

Form 10-Q

Table of Contents


		Page
PART I. FINANCIAL INFORMATION
		~~Page~~
~~PART I. FINANCIAL INFORMATION~~Item 1.	Financial Statements

~~Item 1. Financial Statements~~

Consolidated Statement of Income for the ~~three and nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018			2
Consolidated Statement of Comprehensive Income for the ~~three and nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018			3
Consolidated Balance Sheet at ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018			4
Consolidated Statement of Stockholders’ Equity for the six months ended June 30, 2019 and 2018			5
Condensed Consolidated Statement of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018			5
~~Notes to Consolidated Financial Statements~~			6
Notes to Consolidated Financial Statements			7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2221
Item 4.	Controls and Procedures		2927

PART II. OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		28
Item 6.	Exhibits		29

SIGNATURES			30
~~Item 6. Exhibits~~			31

~~SIGNATURES~~			32

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 Nine Months Ended
   September 30, September 30,
   2018 2017 2018 2017
Net sales
   $ 1,192,962 $ 1,084,799 $ 3,574,544 $ 3,157,085


Cost of sales
   782,994 722,127 2,351,042 2,091,720
Selling, general and administrative
   144,702 132,634 429,982 388,331


Total operating expenses
   927,696 854,761 2,781,024 2,480,051


Operating income
   265,266 230,038 793,520 677,034
Interest expense
   (19,391 ) (24,709 ) (61,861 ) (73,777 )
Other expense, net
   (945 ) (902 ) (2,684 ) (4,053 )


Income before income taxes
   244,930 204,427 728,975 599,204
Provision for income taxes
   53,717 50,896 162,562 156,266


Net income
   $ 191,213 $ 153,531 $ 566,413 $ 442,938


Basic earnings per share
   $ 0.83 $ 0.67 $ 2.45 $ 1.93


Diluted earnings per share
   $ 0.82 $ 0.66 $ 2.43 $ 1.91


Weighted average common shares outstanding:

Basic shares
   231,502 230,439 231,227 230,049


Diluted shares
   233,250 232,253 233,171 231,615


Dividends declared and paid per share
   $ 0.14 $ 0.09 $ 0.42 $ 0.27


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Net sales	$	1,289,412		$	1,208,935		$	2,577,103		$	2,381,582

Cost of sales		838,153			791,248			1,689,460			1,568,048
Selling, general and administrative		155,849			147,601			308,974			285,280

Total operating expenses		994,002			938,849			1,998,434			1,853,328

Operating income		295,410			270,086			578,669			528,254

Interest expense		(21,475	)		(20,784	)		(44,128	)		(42,470	)
Other expense, net		(3,336	)		(1,081	)		(7,004	)		(1,739	)

Income before income taxes		270,599			248,221			527,537			484,045

Provision for income taxes		55,096			54,361			107,766			108,845

Net income	$	215,503		$	193,860		$	419,771		$	375,200

Basic earnings per share	$	0.95		$	0.84		$	1.85		$	1.62

Diluted earnings per share	$	0.94		$	0.83		$	1.83		$	1.61

Weighted average common shares outstanding:
Basic shares		227,577			231,252			227,219			231,090

Diluted shares		229,328			233,297			229,007			233,131

Dividends declared and paid per share	$	0.14		$	0.14		$	0.28		$	0.28

See accompanying notes.

Table of Contents

AMETEK, Inc.

Consolidated Statement of Comprehensive Income

(In thousands)

(Unaudited)

   Three Months Ended    Nine Months Ended
   September 30,    September 30,
   2018    2017    2018    2017
Total comprehensive income
   $ 189,089    $ 185,167    $ 539,385    $ 522,665


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Total comprehensive income	$	219,752	$	154,538	$	435,033	$	350,296

See accompanying notes.

Table of Contents

AMETEK, Inc.

Consolidated Balance Sheet

(In thousands)

   September 30, December 31,
   2018 2017
   (Unaudited)
ASSETS

Current assets:

Cash and cash equivalents
   $ 518,721 $ 646,300
Receivables, net
   714,929 668,176
Inventories, net
   620,149 540,504
Other current assets
   144,816 79,675


Total current assets
   1,998,615 1,934,655
Property, plant and equipment, net
   487,425 493,296
Goodwill
   3,263,663 3,115,619
Other intangibles, net
   2,101,554 2,013,365
Investments and other assets
   256,786 239,129


Total assets
   $ 8,108,043 $ 7,796,064



LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Short-term borrowings and current portion of long-term debt, net
   $ 68,722 $ 308,123
Accounts payable
   389,130 437,329
Customer advanced payments
   137,094 —
Income taxes payable
   45,018 34,660
Accrued liabilities
   329,937 358,551


Total current liabilities
   969,901 1,138,663
Long-term debt, net
   1,832,547 1,866,166
Deferred income taxes
   554,044 512,526
Other long-term liabilities
   239,642 251,076


Total liabilities
   3,596,134 3,768,431


Stockholders’ equity:

Common stock
   2,640 2,631
Capital in excess of par value
   697,894 660,894
Retained earnings
   5,474,070 5,002,419
Accumulated other comprehensive loss
   (456,204) (429,176 )
Treasury stock
   (1,206,491 ) (1,209,135 )


Total stockholders’ equity
   4,511,909 4,027,633


Total liabilities and stockholders’ equity
   $ 8,108,043 $ 7,796,064


	June 30,			December 31,
	2019			2018
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	567,912		$	353,975
Receivables, net		757,522			732,839
Inventories, net		634,138			624,744
Other current assets		167,581			124,586

Total current assets		2,127,153			1,836,144

Property, plant and equipment, net		538,256			554,130
Right of use assets, net		182,902			—
Goodwill		3,613,182			3,612,033
Other intangibles, net		2,338,511			2,403,771
Investments and other assets		269,598			256,210

Total assets	$	9,069,602		$	8,662,288

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings and current portion of long-term debt, net	$	98,356		$	358,876
Accounts payable		390,443			399,571
Customer advanced payments		140,635			137,229
Income taxes payable		33,029			48,597
Accrued liabilities and other		316,095			314,431

Total current liabilities		978,558			1,258,704

Long-term debt, net		2,368,690			2,273,837
Deferred income taxes		544,218			528,336
Other long-term liabilities		511,355			359,489

Total liabilities		4,402,821			4,420,366

Stockholders’ equity:
Common stock		2,654			2,640
Capital in excess of par value		759,775			706,743
Retained earnings		6,009,968			5,653,811
Accumulated other comprehensive loss		(535,826	)		(551,088	)
Treasury stock		(1,569,790	)		(1,570,184	)

Total stockholders’ equity		4,666,781			4,241,922

Total liabilities and stockholders’ equity	$	9,069,602		$	8,662,288

See accompanying notes.

Table of Contents

AMETEK, Inc.

Consolidated Statement of Stockholders’ Equity

(In thousands)

(Unaudited)

Three months ended
June 30,

Six months ended
June 30,

2019

2018

2019

2018

Capital stock

Preferred stock, $0.01 par value
$
—
$
—
$
—
$
—

Common stock, $0.01 par value

Balance at the beginning of the period

2,647

2,634

2,640

2,631

Shares issued

7

3

14

6

Balance at the end of the period

2,654

2,637

2,654

2,637

Capital in excess of par value

Balance at the beginning of the period

738,173

673,516

706,743

660,894

Issuance of common stock under employee stock plans

13,277

(37
)
37,586

7,014

Share-based compensation costs

8,325

7,384

15,446

12,955

Balance at the end of the period

759,775

680.863

759,775

680,863

Retained earnings

Balance at the beginning of the period

5,826,313

5,153,722

5,653,811

5,002,419

Net income

215,503

193,860

419,771

375,200

Cash dividends paid

(31,849
)
(32,351
)
(63,615
)
(64,653
)
Other

1

1

1

2,266

Balance at the end of the period

6,009,968

5,315,232

6,009,968

5,315,232

Accumulated other comprehensive (loss) income

Foreign currency translation:

Balance at the beginning of the period

(294,082
)
(239,620
)
(302,138
)
(251,909
)
Translation adjustments

(2,789
) (70,213 )
6,175

(40,532
)
Change in long-term intercompany notes

3,396
(14,706 )
(1,020
)
(9,302
)
Net investment hedge instruments gain (loss), net of tax of ($220) and ($13,967)
for the quarter ended June 30, 2019 and 2018 and ($1,350) and ($6,625) for the six months ended June 30, 2019 and 2018, respectively

685

43,364

4,193

20,568

Balance at the end of the period

(292,790
) (281,175 )
(292,790
)
(281,175
)

Defined benefit pension plans:

Balance at the beginning of the period

(245,993
) (175,138 )
(248,950
)
(177,371
)
Amortization of net actuarial loss (gain) and other, net of tax of ($873) and ($719) for the
quarter ended June 30, 2019 and 2018, and ($1,746) and ($1,438) for the six months ended June 30, 2019 and 2018, respectively

2,957
2,233
5,914

4,466

Balance at the end of the period

(243,036
) (172,905 )
(243,036
)
(172,905
)

Unrealized holding gain (loss) on
available-for-sale
securities:

Balance at the beginning of the period

—

—

—

104

Increase (decrease) during the year, net of tax

—

—

—

(104
)

Balance at the end of the period
—   —
—

—

Accumulated other comprehensive loss at the end of the period

(535,826
)
(454,080
)
(535,826
)
(454,080
)

Treasury stock

Balance at the beginning of the period

(1,570,437
)
(1,210,717
)
(1,570,184
)
(1,209,135
)
Issuance of common stock under employee stock plans

6,832

8,050

6,716

6,586

Purchase of treasury stock

(6,185
)
(3,889
)
(6,322
)
(4,007
)

Balance at the end of the period

(1,569,790
)
(1,206,556
)
(1,569,790
)
(1,206,556
)

Total stockholders’ equity
$
4,666,781
$ 4,338,096 $
4,666,781
$
4,338,096

See accompanying notes.
5

Table of Contents

AMETEK, Inc.

Condensed Consolidated Statement of Cash Flows

(In thousands)

(Unaudited)

   Nine Months Ended
   September 30,
   2018 2017
Cash provided by (used for):

Operating activities:

Net income
   $ 566,413 $ 442,938
Adjustments to reconcile net income to total operating activities:

Depreciation and amortization
   145,907 131,005
Deferred income taxes
   (5,574 ) 20,492
Share-based compensation expense
   20,100 19,689
Gain on sale of facilities
   —   (1,133 )
Net change in assets and liabilities, net of acquisitions
   (89,877 ) 19,221
Pension contributions
   (2,194 ) (52,493 )
Other, net
   (5,420 ) 675


Total operating activities
   629,355 580,394


Investing activities:

Additions to property, plant and equipment
   (47,488 ) (45,630 )
Purchases of businesses, net of cash acquired
   (376,248 ) (518,634 )
Proceeds from sale of facilities
   717 2,239
Other, net
   (1,234 ) (400 )


Total investing activities
   (424,253 ) (562,425 )


Financing activities:

Net change in short-term borrowings
   921 (9,601 )
Repayments of long-term borrowings
   (240,000 ) —
Repurchases of common stock
   (4,034 ) (6,730 )
Cash dividends paid
   (97,027 ) (62,003 )
Proceeds from stock option exercises
   28,661 35,345
Other, net
   (5,749 ) —


Total financing activities
   (317,228 ) (42,989 )


Effect of exchange rate changes on cash and cash equivalents
   (15,453 ) 44,176


(Decrease) increase in cash and cash equivalents
   (127,579 ) 19,156
Cash and cash equivalents:

Beginning of period
   646,300 717,259


End of period
   $ 518,721 $ 736,415


	Six Months Ended
	June 30,
	2019			2018
Cash provided by (used for):
Operating activities:
Net income	$	419,771		$	375,200
Adjustments to reconcile net income to total operating activities:
Depreciation and amortization		114,673			97,777
Deferred income taxes		7,347			(5,734	)
Share-based compensation expense		15,446			12,955
Gain on sale of facilities		(735	)		—
Net change in assets and liabilities, net of acquisitions		(110,690	)		(99,526	)
Pension contributions		(1,534	)		(1,404	)
Other, net		(1,700	)		1,274

Total operating activities		442,578			380,542

Investing activities:
Additions to property, plant and equipment		(43,278	)		(28,565	)
Purchases of businesses, net of cash acquired		—			(374,644	)
Other, net		3,667			1,481

Total investing activities		(39,611	)		(401,728	)

Financing activities:
Net change in short-term borrowings		(260,802	)		(44	)
Proceeds from long-term borrowings		100,000			—
Repurchases of common stock		(6,322	)		(4,007	)
Cash dividends paid		(63,615	)		(64,653	)
Proceeds from stock option exercises		45,830			18,264
Other, net		(6,613	)		(5,108	)

Total financing activities		(191,522	)		(55,548	)

Effect of exchange rate changes on cash and cash equivalents		2,492			(11,873	)

Increase (decrease) in cash and cash equivalents		213,937			(88,607	)

Cash and cash equivalents:
Beginning of period		353,975			646,300

End of period	$	567,912		$	557,693

See accompanying notes.

Table of Contents

AMETEK, Inc.

Notes to Consolidated Financial Statements

~~September~~

June 30, ~~2018~~

2019

(Unaudited)

~~1. Basis of Presentation~~

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~~June 30, ~~2018,~~2019, the consolidated results of its operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 and its cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 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 onForm

10-K

for the year ended December 31, ~~2017~~2018 as filed with the U.S. Securities and Exchange Commission.

As discussed below in Note 2, effective January 1, ~~2018,~~2019, the Company adopted the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”)No. ~~2014-09~~ ~~(Topic 606)~~

2016-02

(Topic 842),~~Revenue from Contracts with Customers~~

Leases

(“ASU ~~2014-09”~~

2016-02”)

using the ~~modified retrospective~~effective date transition method. ~~Also, effective January 1, 2018, the Company retrospectively adoptedASU No. 2017-07,~~~~Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~~~(“ASU 2017-07”).~~ ~~All amounts~~Amounts and disclosures set forth in thisForm

10-Q

reflect ~~these changes.~~

~~2. Recent Accounting Pronouncements~~

~~In May 2014, the FASB issuedASU 2014-09~~ ~~and modified the standard thereafter within Accounting Standards Codification (“ASC”) Topic 606,~~~~Revenue from Contracts with Customers~~ ~~(“ASC 606”). The objective ofASU 2014-09~~ is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. The Company adopted~~ASU 2014-09~~ ~~effective January 1, 2018 using the modified retrospective method. The adoption ofASU 2014-09~~ ~~did not have a significant impact on the Company’s consolidated results of operations, financial position and cash flows. See Note 3.~~

this change.

2.	Recent Accounting Pronouncements

In February 2016, the FASB issuedASU No.

2016-02

Leases~~(“ASU 2016-02”)~~ ~~and modified the standard in~~ (ASC 842). In July 2018, ~~with~~the FASB issued ASU No.

2018-10,

“Codification Improvements to Topic 842, Leases” (ASU

2018-10),

which provides narrow amendments to clarify how to apply certain aspects of the new lease standard, and ASU No.

2018-11,

“Leases~~(“ASU 2018-11”).~~ ~~The~~ (Topic 842) - Targeted Improvements” (ASU

2018-11),

which addressed implementation issues related to the new ~~standard~~lease standard. These and certain other lease-related ASUs have generally been codified in ASC 842. ASC 842 supersedes the lease accounting requirements in Accounting Standards Codification Topic 840, Leases (ASC 840). ASC 842 establishes a

right-of-use

model that requires a lessee to record a

right-of-use

(“ROU”) asset and a lease liability on the balance sheet for all leases. Under ASC 842, leases ~~with terms longer than twelve months. Leases will be~~are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement.~~ASU 2016-02~~ is The standard also requires disclosures to help investors and other financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. The Company adopted ASC 842 on January 1, 2019 using the effective date transition method. Prior period results continue to be presented under ASC 840 based on the accounting standards originally in effect for ~~interim and annual reporting periods beginning after December 15, 2018 and early adoption is permitted.ASU 2016-02~~ ~~andASU 2018-11~~ ~~include transitional guidance, that allows for a modified retrospective approach or a modified retrospective approach with “optional transition relief.”~~ such periods.

The Company has ~~formed a steering committee and~~elected certain practical expedients permitted under the ~~Company’s implementation project, which began~~transition guidance within ASC 842 to leases that commenced before January 1, 2019, including the package of practical expedients. The election of the package of practical expedients resulted in the ~~second quarter of 2018, has moved from the~~Company not reassessing prior conclusions under ASC 840 related to lease identification, lease classification and initial ~~assessment~~direct costs for expired and ~~design phase~~existing leases prior to ~~the quantification phase.~~January 1, 2019. The Company ~~is in~~did not elect the ~~process~~practical expedient to not record short-term leases on its consolidated balance sheet. The adoption of ~~implementing the appropriate changes to its business processes and controls to support recognition and disclosure under~~ASU ~~2016-02.~~ ~~The Company has not determined the impactASU~~

2016-02 ~~may have on the Company’s consolidated results of operations, financial position, cash flows and financial statement disclosures, which could be significant to the Company’s financial position.~~

~~In January 2017, the FASB issued ASUNo. 2017-01,~~~~Clarifying the Definition of a Business~~~~(“ASU 2017-01”).ASU 2017-01~~ ~~provides a more robust framework to use in determining when a set of assets and activities is a business.ASU 2017-01~~ requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of assets is not a business.~~ASU 2017-01~~ requires that, to be a business, the set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. The Company prospectively adopted~~ASU 2017-01~~ ~~effective January 1, 2018 and the adoption~~

did not have a significant impact on the Company’s consolidated results of operations ~~financial position,~~or cash ~~flows~~flows. Upon adoption, the Company recognized a ROU asset and ~~financial statement disclosures.~~

lease liability of $192.4 million and $198.6 million, respectively. See Note 8.

In ~~March 2017,~~February 2018, the FASB issuedASU ~~2017-07,~~ ~~which changes how employers that sponsor defined benefit pension and/or~~No.

2018-02,

Income Statement – Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income

(“ASU

2018-02”).

ASU

2018-02

addresses a specific consequence of the Tax Act by allowing an election to reclassify from accumulated other ~~postretirement benefit plans present~~comprehensive income (loss) to retained earnings for stranded tax effects resulting from the ~~net periodic benefit cost~~Tax Act’s reduction of the U.S federal corporate income tax rate. ASU

2018-02

is effective for all entities for annual reporting periods beginning after December 15, 2018, with early adoption permitted, and is to be applied either in the ~~income statement.ASU 2017-07~~ ~~requires employers~~period of adoption or retrospectively to ~~present~~each period in which the ~~service cost component~~effect of ~~net periodic benefit cost~~the change in the ~~same~~U.S. federal income ~~statement line item as other employee compensation costs. All other components~~tax rate in the Tax Act is recognized. The Company adopted ASU

2018-02

on January 1, 2019, and upon adoption, the Company did not elect to reclassify the stranded income tax effects of the ~~net periodic benefit cost will be presented outside of operating income. The Company retrospectively adoptedASU 2017-07~~ ~~effective January 1, 2018. For the three and nine months ended September 30, 2017, the consolidated statement of~~Tax Act from accumulated other comprehensive income ~~was restated~~ to increase Cost of sales by $2.4 million and $7.3 million, increase Selling, general and administrative expenses by $0.4 million and $1.2 million, and decrease Other expense, net by $2.8 million and $8.5 million, respectively, for net periodic benefit income components other than service cost. For the three and nine months ended September 30, 2017, the $2.8 million and $8.5 million, respectively, of net periodic benefit income components other than service cost were originally reported in operating income as follows: $1.5 million and $4.4 million in Electronic Instruments (“EIG”), $0.9 million and $2.9 million in Electromechanical (“EMG”), and $0.4 million and $1.2 million in Corporate administrative expense, respectively. The adoption of~~ASU 2017-07~~ ~~did not have a significant impact on the Company’s consolidated results of operations, financial position, cash flows and financial statement disclosures.~~

~~In May 2017, the FASB issuedASU No. 2017-09,~~~~Scope of Modification Accounting~~~~(“ASU 2017-09”).ASU 2017-09~~ ~~clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The Company prospectively adoptedASU 2017-09~~ ~~effective January 1, 2018 and the adoption did not have a significant impact on the Company’s consolidated results of operations, financial position, cash flows and financial statement disclosures.~~

retained earnings.

In August 2018, the FASB issuedASU No.

2018-13,

Fair Value Measurement(“

(“ASU

2018-13”),

which changes the fair value measurement disclosure requirements of ASC Topic 820,

Fair Value Measurement

(“ASC 820”), by eliminating, modifying and adding to those requirements.ASU

2018-13

also modifies the disclosure objective paragraphs of ASC 820 to

Table of Contents

AMETEK, Inc.

Notes to Consolidated Financial Statements

June 30, 2019

(Unaudited)

eliminate (1) “at a minimum” from the phrase “an entity shall disclose at a minimum” and (2) other similar “open ended” disclosure requirements to promote the appropriate exercise of discretion by entities.ASU

2018-13

is effective for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is ~~permitted upon issuance of this ASU.~~permitted. The Company has not determined the impactASU

2018-13

may have on the Company’s consolidated financial statement disclosures.

In August 2018, the FASB issuedASU No.

2018-14,~~Compensation–~~

Compensation – Retirement ~~Benefits–~~Benefits – Defined Benefit ~~Plans–~~Plans – General

(“ASU

2018-14”),

which changes the disclosure requirements of ASC Topic 715,

Compensation – Retirement Benefits

, by eliminating, modifying and adding to those requirements.ASU

2018-14

is effective for fiscal years beginning after December 15, 2020. Early adoption is permitted and the amendments in this ASU should be applied on a retrospective basis to all periods presented. The Company has not determined the impactASU

2018-14

may have on the Company’s consolidated financial statement disclosures.

In August 2018, the FASB issuedASU No.

2018-15,~~Intangibles–~~

Intangibles – Goodwill and~~Other–~~ Other –

Internal-Use

Software

(“ASU

2018-15”),

that requires implementation costs incurred by customers in cloud computing arrangements to be deferred and recognized over the term of the arrangement, if those costs would be capitalized by the customer in a software licensing arrangement under the

internal-use

software guidance in ASC Topic 350,~~Intangibles–~~

Intangibles – Goodwill and Other

.ASU

2018-15

requires a customer to disclose the nature of its hosting arrangements that are service contracts and provide disclosures as if the deferred implementation costs were a separate, major depreciable asset class.ASU

2018-15

is effective for interim and annual periods beginning after December 15, 2019. Early adoption is permitted. The Company has not determined the impactASU

2018-15

may have on the Company’s consolidated results of operations, financial position, cash flows and financial statement disclosures.

~~3. Revenues~~

~~As discussed in Note 2, the~~

Revenues

The Company adopted ASC 606 as of January 1, 2018 using the modified retrospective method. The cumulative adjustment made to the January 1, 2018 consolidated balance sheet for the adoption of ASC 606 was to increase Retained earnings by $4.2 million, increase Total assets by $7.9 million and increase Total liabilities by $3.7 million. For the three and nine months ended September 30, 2018, the effect of the changes in all financial statement line items impacted by ASC 606 was immaterial from the amount that would have been reported under the previous guidance. Updated disclosure of the Company’s significant accounting policy regarding revenue recognition is included in Part I, Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on~~Form 10-Q.~~

~~Revenue is derived from sales of products and services. The Company’s products and services are marketed and sold worldwide through two operating groups: EIG and EMG.~~

EIG manufactures advanced instruments for the process, power and industrial, and aerospace markets. It provides process and analytical instruments for the oil and gas, petrochemical, pharmaceutical, semiconductor, automation, and food and beverage industries. EIG also provides instruments to the laboratory equipment, ultraprecision manufacturing, medical, and test and measurement markets. It makes power quality monitoring and metering devices, uninterruptible power supplies, programmable power equipment, electromagnetic compatibility test equipment and gas turbines sensors. EIG also provides dashboard instruments for heavy trucks and other vehicles, as well as instrumentation and controls for the food and beverage industries. It supplies the aerospace industry with aircraft and engine sensors, monitoring systems, power supplies, fuel and fluid measurement systems, and data acquisition systems.

EMG is a differentiated supplier of automation solutions, thermal management systems, specialty metals and electrical interconnects. It manufactures highly engineered electrical connectors and electronic packaging used to protect sensitive electronic devices. EMG also makes precision motion control products for data storage, medical devices, business equipment, automation and other applications. It supplies high-purity powdered metals, strip and foil, specialty clad metals and metal matrix composites. EMG also manufactures motors used in commercial appliances, fitness equipment, food and beverage machines, hydraulic pumps and industrial blowers. It produces motor-blower systems and heat exchangers used in thermal management and other applications on a variety of military and commercial aircraft and military ground vehicles. EMG also operates a global network of aviation maintenance, repair and overhaul facilities.

The majority of the Company’s revenues on product sales are recognized at a point in time when the customer obtains control of the product. The transfer in control of the product to the customer is typically evidenced by one or more of the following: the customer having legal title to the product, the Company’s present right to payment, the customer’s physical possession of the product, the customer accepting the product, or the customer has the benefits of ownership or risk of loss. Legal title transfers to the customer in accordance with the delivery terms of the order, usually upon shipment, which is the point that control transfers. For a small percentage of sales where title and risk of loss transfers at the point of delivery, the Company recognizes revenue upon delivery to the customer, which is the point that control transfers, assuming all other criteria for revenue recognition are met.

Under ASC 606, the Company determined that revenues from certain of its customer contracts met the criteria of satisfying its performance obligations over time, primarily in the areas of the manufacture of custom-made equipment and for service repairs of customer-owned equipment. Prior to the adoption of the new standard, these revenues were recorded upon shipment or, in the case of those sales where title and risk of loss passes at the point of delivery, the Company recognized revenue upon delivery to the customer. Recognizing revenue over time for custom-manufactured equipment is based on the Company’s judgment that, in certain contracts, the product does not have an alternative use and the Company has an enforceable right to payment for performance completed to date. This change in revenue recognition accelerated the revenue recognition and costs on the impacted contracts.

Applying the practical expedient available under ASC 606, the Company recognizes incremental cost of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company would have otherwise recognized is one year or less. These costs are included in Selling, general and administrative expenses in the consolidated statement of income.

Revenues associated with repairs of customer-owned assets were previously recorded upon completion and shipment of the repaired equipment to the customer. Under ASC 606, if the Company’s performance enhances an asset that the customer controls as the asset is enhanced, revenue must be recognized over time. The revenue associated with the repair of a customer-owned asset meets this criterion.

The determination of the revenue to be recognized in a given period for performance obligations satisfied over time is based on the input method. The Company recognizes revenue over time as it performs on these contracts because the transfer of control to the customer occurs over time. Revenue is recognized based on the extent of progress towards completion of the performance obligation. The Company generally uses the total~~cost-to-cost~~ ~~input method of progress because it best depicts the transfer of control to the customer that occurs as costs are incurred. Under thecost-to-cost~~ method, the extent of progress towards completion is measured based on the proportion of costs incurred to date to the total estimated costs at completion of the performance obligation. On certain contracts, labor hours is used as the measure of progress when it is determined to be a better depiction of the transfer of control to the customer due to the timing and pattern of labor hours incurred.

Performance obligations also include post-delivery service, installation and training. Post-delivery service revenues are recognized over the contract term. Installation and training revenues are recognized over the period the service is provided. Warranty terms in customer contracts can also be considered separate performance obligations if the warranty provides services beyond assurance that a product complies with agreed-upon specification or if a warranty can be purchased separately. The Company does not incur significant obligations for customer returns and refunds.

Payment terms generally begin upon shipment of the product. The Company does have contracts with multiple billing terms that are all due within one year from when the product is delivered. No significant financing component exists. Payment terms are generally~~30-60 days~~ from the time of shipment or customer acceptance, but terms can be shorter or longer. For customer contracts that have revenue recognized over time, revenue is generally recognized prior to a payment being due from the customer. In such cases, the Company recognizes a contract asset at the time the revenue is recognized. When payment becomes due based on the contract terms, the Company reduces the contract asset and records a receivable. In contracts with billing milestones or in other instances with a long production cycle or concerns about credit, customer advance payments are received. The Company may receive a payment in excess of revenue recognized to that date. In these circumstances, a contract liability is recorded.

The outstanding contract asset and (liability) accounts were as follows:

   Nine Months Ended
   September 30, 2018
   Contract
Assets    Customer
Advanced
Payments
   (In thousands)
Balance at September 30, 2018
   $ 60,037    $ (145,247 )
Revenues recognized during the period from:

Amounts in Customer advanced payments
      290,010
Performance obligations satisfied
   183,930
Transferred to Receivables from contract assets at the beginning of the period
   (166,391 )
Increase related to acquired businesses
   9,679    (840 )
Increase due to cash received
      (320,030 )


	2019			2018
	(In thousands)
Contract assets - January 1	$	58,266		$	32,658
Contract assets – June 30		82,063			41,722

Change in contract assets – increase		23,797			9,064

Contract liabilities – January 1		146,162			117,058
Contract liabilities – June 30		151,447			142,016

Change in contract liabilities – increase		(5,285	)		(24,958	)

Net change	$	18,512		$	(15,894	)

The net change was driven by higher contract assets and an increase in contract liabilities during the period. For the six months ended June 30, 2019 and 2018, the Company recognized revenue of $

110.3

million and $89.1 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~~June 30, 2019 and December 31, 2018, ~~$8.2~~$10.8 million and $8.9 million of ~~customer~~Customer advanced payments (contract liabilities), respectively, were recorded in Other long-term liabilities in the consolidated balance ~~sheet. In conjunction with the January 1, 2018 adoption~~sheets.

Table of ~~ASC 606, in the consolidated balance sheet, approximately $14 million was reclassified~~Contents

AMETEK, Inc.

Notes to contract assets that was previously reported in Other current assets at December 31, 2017. Also, at January 1, 2018, in the consolidated balance sheet, approximately $114 million was reclassified to Customer advanced payments that was previously reported in Accounts payable of approximately $76 million, Accrued liabilities of approximately $26 million and other of approximately $12 million at December 31, 2017.

Consolidated Financial Statements

~~The Company applied~~

June 30, 2019

(Unaudited)

Applying the practical expedient ~~to exclude~~available under ASC 606, the ~~value of~~ remaining performance ~~obligations for contracts with an original expected term of one year or less. Remaining performance~~

obligations exceeding one year as of ~~September~~June 30, 2019 and December 31, 2018 were ~~$176.5 million.~~$164.4 million and $187.2 million, respectively. Remaining performance obligations represent the transaction price of firm, noncancelable orders, with expected delivery dates to customers greater than one year from ~~September 30, 2018,~~the balance sheet date, for which ~~work has not been performed.~~

~~The Company has certain contracts with variable consideration in~~ the form of volume discounts, rebates and early payment options, which may affect the transaction price used as the basis for revenue recognition. In these contracts, the amount of the variable considerationperformance obligation is ~~not considered constrained and is allocated among the various~~unsatisfied or partially unsatisfied. These performance obligations ~~in the customer contract based on the relative standalone selling price of each performance obligation~~ will be substantially satisfied within

two

to ~~the total standalone value of all the performance obligations.~~

three years.

Geographic Areas

Information about the Company’s operations in different geographic areas is shown below. Net sales were attributed to geographic areas based on the location of the customer.

   Three Months Ended    Nine Months Ended
   September 30, 2018    September 30, 2018
   EIG    EMG    Total    EIG    EMG    Total
   (In thousands)
United States
   $ 358,335    $ 237,831    $ 596,166    $ 1,044,971    $ 710,630    $ 1,755,601












International:

United Kingdom
   17,646    33,364    51,010    46,974    101,913    148,887
European Union countries
   93,248    97,595    190,843    281,328    303,994    585,322
Asia
   193,986    51,136    245,122    576,640    157,634    734,274
Other foreign countries
   78,826    30,995    109,821    253,012    97,448    350,460












Total international
   383,706    213,090    596,796    1,157,954    660,989    1,818,943












Consolidated net sales
   $ 742,041    $ 450,921    $ 1,192,962    $ 2,202,925    $ 1,371,619    $ 3,574,544

Three Months Ended
June 30, 2019

Six Months Ended
June 30, 2019

EIG

EMG

Total

EIG

EMG

Total

(In thousands)

United States
$
425,543
$
250,904
$
676,447
$
828,935
$
511,658
$
1,340,593

International (1):

United Kingdom

12,920

32,450

45,370

28,347

66,338

94,685

European Union countries

100,835

103,362

204,198

203,620

209,781

413,401

Asia

185,287

48,577

233,863

379,134

95,688

474,821

Other foreign countries

95,662

33,872

129,534

187,122

66,480

253,603

Total international

394,704

218,261

612,965

798,223

438,287

1,236,510

Consolidated net sales
$
820,247
$
469,165
$
1,289,412
$
1,627,158
$
949,945
$
2,577,103

(1) Includes U.S. export sales of $
322.1
million and $
647.5
million for the three months ended and the six months ended, respectively.
Information about the Company’s operations in different geographic areas is shown below. Net sales were attributed to geographic areas based on the location of the customer.

Three Months Ended
June 30, 2018

Six Months Ended
June 30, 2018

EIG

EMG

Total

EIG

EMG

Total

(In thousands)

United States
$
357,560
$
241,935
$
599,495
$
686,636
$
472,799
$
1,159,435

International(1):

United Kingdom

15,588

33,166

48,754

29,328

68,549

97,877

European Union countries

95,778

98,585

194,363

188,080

206,399

394,479

Asia

191,169

55,435

246,604

382,654

106,498

489,152

Other foreign countries

84,363

35,356

119,719

174,186

66,453

240,639

Total international

386,898

222,542

609,440

774,248

447,899

1,222,147

Consolidated net sales
$
744,458
$
464,477
$
1,208,935
$
1,460,884
$
920,698
$
2,381,582

(1) Includes U.S. export sales of $
320.5
million and $
635.6
million for the three months ended and the six months ended, respectively.
9
Table of Contents

AMETEK, Inc.
Notes to Consolidated Financial Statements
June 30, 2019
(Unaudited)

Major Products and Services

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

   Three Months Ended    Nine Months Ended
   September 30, 2018    September 30, 2018
   EIG    EMG    Total    EIG    EMG    Total
   (In thousands)
Process and analytical instrumentation
   $ 514,513    $ —      $ 514,513    $ 1,530,004    $ —      $ 1,530,004
Aerospace and Power
   227,528    112,578    340,106    672,921    334,638    1,007,559
Electromechanical devices
   —      338,343    338,343    —      1,036,981    1,036,981












Consolidated net sales
   $ 742,041    $ 450,921    $ 1,192,962    $ 2,202,925    $ 1,371,619    $ 3,574,544

Three Months Ended
June 30, 2019

Six Months Ended
June 30, 2019

EIG

EMG

Total

EIG

EMG

Total

(In thousands)

Process and analytical instrumentation
$
583,938
$
—
$
583,938
$
1,161,278
$
—
$
1,161,278

Aerospace and Power

236,309

120,392

356,701

465,880

239,270

705,150

Automation and engineered solutions

—

348,773

348,773

—

710,675

710,675

Consolidated net sales
$
820,247
$
469,165
$
1,289,412
$
1,627,158
$
949,945
$
2,577,103

Three Months Ended
June 30, 2018

Six Months Ended
June 30, 2018

EIG

EMG

Total

EIG

EMG

Total

(In thousands)

Process and analytical instrumentation
$
515,854
$
—
$
515,854
$
1,015,491
$
—
$
1,015,491

Aerospace and Power

228,604

113,403

342,007

445,393

222,060

667,453

Automation and engineered solutions

—

351,074

351,074

—

698,638

698,638

Consolidated net sales
$
744,458
$
464,477
$
1,208,935
$
1,460,884
$
920,698
$
2,381,582

Timing of Revenue Recognition

The Company’s timing of revenue recognition was as follows:

   Three Months Ended    Nine Months Ended
   September 30, 2018    September 30, 2018
   EIG    EMG    Total    EIG    EMG    Total
   (In thousands)
Products transferred at a point in time
   $ 620,221    $ 414,666    $ 1,034,887    $ 1,848,828    $ 1,281,378    $ 3,130,206
Products and services transferred over time
   121,820    36,255    158,075    354,097    90,241    444,338












Consolidated net sales
   $ 742,041    $ 450,921    $ 1,192,962    $ 2,202,925    $ 1,371,619    $ 3,574,544


	Three Months Ended June 30, 2019						Six Months Ended June 30, 2019
	EIG		EMG		Total		EIG		EMG		Total
	(In thousands)
Products transferred at a point in time	$	654,155	$	434,175	$	1,088,330	$	1,331,988	$	869,780	$	2,201,768
Products and services transferred over time		166,092		34,990		201,082		295,170		80,165		375,335

Consolidated net sales	$	820,247	$	469,165	$	1,289,412	$	1,627,158	$	949,945	$	2,577,103


	Three Months Ended June 30, 2018						Six Months Ended June 30, 2018
	EIG		EMG		Total		EIG		EMG		Total
	(In thousands)
Products transferred at a point in time	$	603,185	$	437,630	$	1,040,815	$	1,228,607	$	866,712	$	2,095,319
Products and services transferred over time		141,273		26,847		168,120		232,277		53,986		286,263

Consolidated net sales	$	744,458	$	464,477	$	1,208,935	$	1,460,884	$	920,698	$	2,381,582

~~Reportable Segments~~

The Company’s operating segments are identified based on the existence of segment managers. Certain of the Company’s operating segments have been aggregated for segment reporting purposes primarily on the basis of product type, production processes, distribution methods and similarity of economic characteristics.

At September 30, 2018, there were no significant changes in identifiable assets of reportable segments from the amounts disclosed at December 31, 2017, other than those described in the acquisitions footnote (Note 9), nor were there any significant changes in the basis of segmentation or in the measurement of segment operating results. Operating information relating to the Company’s reportable segments for the three and nine months ended September 30, 2018 and 2017 can be found in the table included in Part I, Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on~~Form 10-Q.~~

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 ~~generally~~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 in the consolidated balance sheet.

Table of Contents

AMETEK, Inc.

Notes to Consolidated Financial Statements

June 30, 2019

(Unaudited)

Changes in the accrued product warranty obligation were as follows:

   Nine Months Ended
   September 30,
   2018    2017
   (In thousands)
Balance at the beginning of the period
   $ 22,872    $ 22,007
Accruals for warranties issued during the period
   8,166    12,235
Settlements made during the period
   (9,477 )    (13,690 )
Warranty accruals related to acquired businesses and other during the period
   1,261    2,372




Balance at the end of the period
   $ 22,822    $ 22,924

~~4. Earnings Per Share~~


	Six Months Ended June 30,
	2019			2018
	(In thousands)
Balance at the beginning of the period	$	23,482		$	22,872
Accruals for warranties issued during the period		8,196			5,904
Settlements made during the period		(9,275	)		(7,068	)
Warranty accruals related to acquired businesses and other during the period		(89	)		796

Balance at the end of the period	$	22,314		$	22,504

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    Nine Months Ended
   September 30,    September 30,
   2018    2017    2018    2017
   (In thousands)
Weighted average shares:

Basic shares
   231,502    230,439    231,227    230,049
Equity-based compensation plans
   1,748    1,814    1,944    1,566








Diluted shares
   233,250    232,253    233,171    231,615


	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
	(In thousands)
Weighted average shares:
Basic shares		227,577		231,252		227,219		231,090
Equity-based compensation plans		1,751		2,045		1,788		2,041

Diluted shares		229,328		233,297		229,007		233,131

~~5. Accumulated Other Comprehensive Income (Loss)~~

~~The components of accumulated other comprehensive income (loss) consisted of the following:~~

   Three Months Ended Three Months Ended
   September 30, 2018 September 30, 2017
   Foreign
Currency
Items
and Other Defined
Benefit
Pension
Plans Total Foreign
Currency
Items
and Other Defined
Benefit
Pension
Plans Total
   (In thousands)
Balance at the beginning of the period
   $ (281,175 ) $ (172,905 ) $ (454,080 ) $ (294,922 ) $ (199,376 ) $ (494,298 )


Other comprehensive income (loss) before reclassifications:

Translation adjustments
   (7,771 ) —   (7,771 ) 37,642 —   37,642
Change in long-term intercompany notes
   (1,707 ) —   (1,707 ) 12,035 —   12,035
Net investment hedge instruments
   6,770 —   6,770 (32,422 ) —   (32,422 )
Gross amounts reclassified from accumulated other comprehensive income (loss)
   —   2,952 2,952 —   3,512 3,512
Income tax benefit (expense)
   (1,649 ) (719 ) (2,368 ) 12,190 (1,321 ) 10,869


Other comprehensive income (loss), net of tax
   (4,357 ) 2,233 (2,124 ) 29,445 2,191 31,636


Balance at the end of the period
   $ (285,532 ) $ (170,672 ) $ (456,204 ) $ (265,477 ) $ (197,185 ) $ (462,662 )

   Nine Months Ended Nine Months Ended
   September 30, 2018 September 30, 2017
   Foreign
Currency
Items
and Other Defined
Benefit
Pension
Plans Total Foreign
Currency
Items
and Other Defined
Benefit
Pension
Plans Total
   (In thousands)
Balance at the beginning of the period
   $ (251,805 ) $ (177,371 ) $ (429,176 ) $ (338,631 ) $ (203,758 ) $ (542,389 )


Other comprehensive income (loss) before reclassifications:

Translation adjustments
   (48,407 ) —   (48,407 ) 101,846 —   101,846
Change in long-term intercompany notes
   (11,009 ) —   (11,009 ) 30,727 —   30,727
Net investment hedge instruments
   33,963 —   33,963 (95,311 ) —   (95,311 )
Gross amounts reclassified from accumulated other comprehensive income (loss)
   —   8,856 8,856 —   10,536 10,536
Income tax benefit (expense)
   (8,274 ) (2,157 ) (10,431 ) 35,892 (3,963 ) 31,929


Other comprehensive income (loss), net of tax
   (33,727 ) 6,699 (27,028 ) 73,154 6,573 79,727


Balance at the end of the period
   $ (285,532 ) $ (170,672 ) $ (456,204 ) $ (265,477 ) $ (197,185 ) $ (462,662 )

~~Reclassifications for the amortization of defined benefit pension plans are included in Other expense, net in the consolidated statement of income. See Note 14 for further details.~~

~~6. Fair Value Measurements~~

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. ~~See Note 9 for discussion of acquisition date fair value of contingent payment liability.~~

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.

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AMETEK, Inc.

Notes to Consolidated Financial Statements

June 30, 2019

(Unaudited)

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~~June 30, ~~2018~~2019 and December 31, ~~2017:~~

   September 30, 2018    December 31, 2017
   Fair Value    Fair Value
   (In thousands)
Fixed-income investments
   $ 7,880    $ 8,060

2018:


	June 30, 2019		December 31, 2018
	Fair Value		Fair Value
	(In thousands)
Fixed-income investments	$	8,137	$	7,655

The fair value of fixed-income investments, which are valued as level 1 investments, was based on quoted market prices. The fixed-income investments are shown as a component of long-term assets inon the consolidated balance sheet.

For the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017,~~2018, gains and losses on the investments noted above were not significant.

transfers between level 1 and level 2 investments occurred during the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017.~~

2018.

Financial Instruments

Cash, cash equivalents and fixed-income investments are recorded at fair value at ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 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~~June 30, ~~2018~~2019 and December 31, ~~2017:~~

   September 30, 2018    December 31, 2017
   Recorded
Amount    Fair Value    Recorded
Amount    Fair Value
   (In thousands)
Long-term debt, net (including current portion)
   $(1,901,269)    $ (1,879,074 )    $ (2,174,289 )    $ (2,210,466 )

2018:


	June 30, 2019						December 31, 2018
	Recorded Amount			Fair Value			Recorded Amount			Fair Value
	(In thousands)
Long-term debt, net (including current portion)	$	(2,473,695	)	$	(2,611,123	)	$	(2,378,809	)	$	(2,368,676	)

The fair value of

short-term

borrowings, net approximates the carrying value. Short-term borrowings, net are valued as level 2 liabilities as they are corroborated by observable market data. The Company’s long-term debt, net is all privately held with no public market for this debt, therefore, the fair value of long-term debt, net was computed based on comparable current market data for similar debt instruments and is considered to be a level 3 liability.

Foreign Currency

At ~~September~~June 30, ~~2018,~~2019, the Company had

forward contracts outstanding. At December 31, 2017, the Company had a Canadian dollar forward contract for a total notional value of 83.0 million Canadian dollars ($1.5 million fair value unrealized gain at December 31, 2017) outstanding. For the ~~three and nine~~six months ended ~~September~~June 30, ~~2018,~~2019, realized gains and losses on foreign currency forward contracts were not significant. The Company does not typically designate its foreign currency forward contracts as ~~accounting~~ hedges.

~~7. Hedging Activities~~

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 ~~September~~June 30, ~~2018,~~2019, these net investment hedges included

British-pound-and

Euro-denominated long-term debt. These borrowings were designed to create net investment hedges in each of the 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.

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AMETEK, Inc.

Notes to Consolidated Financial Statements

June 30, 2019

(Unaudited)

At ~~September~~June 30, ~~2018,~~2019, the Company had ~~$398.2~~$387.8 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~~June 30, ~~2018,~~2019, the Company had ~~$581.3~~$654.5 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 being designated and 100% effective as net investment hedges, ~~$34.0~~$5.5 million of

pre-tax

currency remeasurement gains have been included in the foreign currency translation component of other comprehensive income for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~

~~8. Inventories, net~~

   September 30,    December 31,
   2018    2017
   (In thousands)
Finished goods and parts
   $ 93,226    $ 84,789
Work in process
   133,316    107,362
Raw materials and purchased parts
   393,607    348,353




Total inventories, net
   $ 620,149    $ 540,504

~~9. Acquisitions~~

2019.

7.	Inventories, net


	June 30, 2019		December 31, 2018
	(In thousands)
Finished goods and parts	$	109,626	$	107,289
Work in process		118,327		117,899
Raw materials and purchased parts		406,185		399,556

Total inventories, net	$	634,138	$	624,744

Leases

The Company ~~spent $376.2 million in cash, net of cash acquired, to acquire FMH Aerospace (“FMH”) in January 2018, SoundCom Systems (“SoundCom”) in April 2018 and Motec GmbH in June 2018. FMH~~determines if an arrangement is a ~~provider of complex, highly-engineered solutions for~~lease at inception. This determination generally depends on whether the aerospace, defense and space industries. SoundCom provides design, integration, installation and support of clinical workflow and communication systems for healthcare facilities, educational institutions and corporations. SoundCom also serves as a value-added reseller for Rauland-Borg Corporation (“Rauland”) in the Midwest portion of the United States. Motec is a provider of integrated vision systems serving the high growth mobile machine vision market. Motec’s ruggedized vision products and integrated software solutions provide customers with improved operational efficiency and enhanced safety across a variety of critical mobile machine applications in transportation, agriculture, logistics and construction. FMH is part of EMG. SoundCom and Motec are part of EIG.

~~The following table represents the preliminary allocation of the purchase price for the net assets of the 2018 acquisitions based on their estimated fair values at acquisition (in millions):~~

Property, plant and equipment
   $ 15.2
Goodwill
   172.2
Other intangible assets
   182.9
Long-term liabilities
   (0.9 )
Deferred income taxes
   (38.4 )
Net working capital and other⁽¹⁾
   45.2


Total cash paid
   $ 376.2

~~(1)~~

~~Includes $19.0 million in accounts receivable, whose fair value, contractual cash flows and expected cash flows are approximately equal.~~

~~The amount allocated~~arrangement conveys to ~~goodwill is reflective of the benefits~~ the Company ~~expects~~the right to ~~realize from~~control the 2018 acquisitions as follows: FMH’s products and solutions further broaden the Company’s differentiated product offerings in the aerospace and defense markets. SoundCom expands Rauland’s presence in the healthcare and education markets in the Midwest while providing customers with expanded value-added solutions and services. Motec’s vision systems complement the Company’s existing instrumentation businesses by expanding its portfoliouse of ~~solutions to its customers. The Company expects approximately $75 million of the goodwill recorded relating to the 2018 acquisitions will be tax deductible in future years.~~

At September 30, 2018, the purchase price allocated to other intangible assets of $182.9 million consists of $31.9 million of indefinite-lived intangible trade names, which are not subject to amortization. The remaining $151.0 million of other intangible assets consists of $116.5 million of customer relationships, which are being amortized overan explicitly or implicitly identified fixed asset for a period of 18time in exchange for consideration. Control of an underlying asset is conveyed to ~~20 years,~~the Company if the Company obtains the rights to direct the use of and ~~$34.5 million~~to obtain substantially all of ~~purchased technology,~~the economic benefits from using the underlying asset. The Company has lease agreements which include lease and

non-lease

components, which the Company has elected to account for as a single lease component for all classes of underlying assets. Lease expense for variable lease components are recognized when the obligation is ~~being amortized~~probable.

Operating leases are included in ROU assets, accrued liabilities and other, and other long-term liabilities on our consolidated balance sheets. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease payments are recognized as lease expense on a straight-line basis over the lease term. The Company has no material finance leases. The Company primarily leases buildings (real estate) and automobiles which are classified as operating leases. ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As an implicit interest rate is not readily determinable in our leases, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

The lease term for all of the Company’s leases includes the

non-cancellable

period of ~~ten~~the lease plus any additional periods covered by either a Company option to ~~18 years. Amortization expense~~extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Options for ~~each~~lease renewals have been excluded from the lease term (and lease liability) for the majority of the ~~next five years~~Company’s leases as the reasonably certain threshold is not met. In a small number of the Company’s leases, the options for renewals have been included in the ~~2018 acquisitions~~lease term as the reasonably certain threshold is ~~expected~~met due to ~~approximate $9 million per year.~~

the Company having significant economic incentive for extending the lease.

Lease payments included in the measurement of the lease liability are comprised of fixed payments, variable payments that depend on an index or rate and amounts probable to be payable under the exercise of the Company option to purchase the underlying asset if reasonably certain.

Variable lease payments not dependent on a rate or index associated with the Company’s leases are recognized when the events, activities, or circumstances in the lease agreement on which those payments are assessed are probable. Variable lease payments are presented as operating expense in the Company’s income statement in the same line item as expense arising from fixed lease payments.

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AMETEK, Inc.

Notes to Consolidated Financial Statements

June 30, 2019

(Unaudited)

The Company has commitments under operating leases for certain facilities, vehicles and equipment used in its operations. Our leases have initial lease terms ranging from one month to 14 years. Certain lease agreements contain provisions for future rent increases.

The components of lease expense were as follows:


	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
	(In thousands)		(In thousands)
Operating lease cost	$	10,038	$	18,709
Variable lease cost		899		2,530

Total lease cost	$	10,937	$	21,239

Supplemental balance sheet information related to leases was as follows:


	June 30, 2019
	(In thousands)
Right of use assets, net	$	182,902

Lease liabilities included in Accrued liabilities and other		41,751
Lease liabilities included in Other long-term liabilities		147,344

Total lease liabilities	$	189,095

Supplemental cash flow information and other information related to leases was as follows:


	Six Months Ended June 30, 2019
	(In thousands)
Cash used in operations for operating leases	$	10,937
Right-of-use assets obtained in exchange for new operating liabilities	$	8,634
Weighted-average remaining lease terms - operating leases (years)		6.06
Weighted-average discount rate - operating leases		3.80	%

Maturities of lease liabilities as of June 30, 2019 were as follows:


Lease Liability Maturity Analysis	Operating Leases
	(In thousands)
Remaining 2019	$	24,825
2020		44,598
2021		37,063
2022		29,621
2023		23,893
Thereafter		52,579

Total lease payments		212,579
Less: imputed interest		23,484

	$	189,095

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

Table of Contents

AMETEK, Inc.

Notes to Consolidated Financial Statements

June 30, 2019

(Unaudited)

Goodwill

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


	EIG		EMG			Total
	(In millions)
Balance at December 31, 2018	$	2,452.0	$	1,160.0		$	3,612.0
Goodwill acquired		—		—			—
Purchase price allocation adjustments and other		1.8		(0.3	)		1.5
Foreign currency translation adjustments		1.3		(1.6	)		(0.3	)

Balance at June 30, 2019	$	2,455.1	$	1,158.1		$	3,613.2

The Company is in the process of finalizing the measurement of certain tangible and intangible assets and liabilities for its fourth quarter of 2018 acquisitions of Forza, Telular and Spectro Scientific including inventory, property, plant and equipment, goodwill, trade names, customer relationships and purchased technology and the accounting for income taxes.

The 2018 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, 2018. Had the 2018 acquisitions been made at the beginning of 2018 or 2017, unaudited pro forma net sales, net income and diluted earnings per share for the three and nine months ended September 30, 2018 and 2017, respectively, would not have been materially different than the amounts reported.

In February 2017, the Company acquired Rauland. The Rauland acquisition included a potential $30 million contingent payment due upon Rauland achieving a certain cumulative revenue target over the period October 1, 2016 to September 30, 2018. At the acquisition date, the estimated fair value of the contingent payment liability was $25.5 million, which was based on a probabilistic approach using level 3 inputs. At September 30, 2018, Rauland achieved the target.

10.	Income Taxes

At June 30, ~~2018, the estimated fair value of the contingent payment liability was increased to $30.0 million. The $30.0 million contingent payment is expected to be made in the fourth quarter of 2018.~~

~~Acquisitions Subsequent to September 30, 2018~~

In October 2018, the Company acquired Telular Corporation and Forza Silicon Corporation (“Forza”) for approximately $565 million in cash. Telular has annual sales of approximately $165 million. Telular is a leading provider of communication solutions for logistics management, tank monitoring and security applications. Forza has annual sales of approximately $20 million. Forza is a leader in the design and production of high-performance imaging sensors used in medical, defense and industrial applications. Telular and Forza will join EIG.

~~10. Goodwill~~

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

   EIG    EMG    Total
   (In millions)
Balance at December 31, 2017
   $ 2,077.0    $ 1,038.6    $ 3,115.6
Goodwill acquired
   62.4    109.8    172.2
Purchase price allocation adjustments and other
   (1.6 )    —      (1.6 )
Foreign currency translation adjustments
   (11.0 )    (11.5 )    (22.5 )






Balance at September 30, 2018
   $ 2,126.8    $ 1,136.9    $ 3,263.7

~~11. Income Taxes~~

~~At September 30, 2018,~~2019, the Company had gross unrecognized tax benefits of ~~$70.9~~$128.6 million, of which ~~$57.0~~$79.2 million, if recognized, would impact the effective tax rate.

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

Balance at December 31, 2017
   $ 60.3
Additions for tax positions
   26.7
Reductions for tax positions
   (16.1 )


Balance at September 30, 2018
   $ 70.9

Additions for tax positions were primarily driven by a change in measurement of a prior year tax position stemming from the planned implementation of prospective tax planning. Reductions for tax positions were primarily driven by the final closure of the 2014 tax year with no examination. See effective tax rate discussion below for further details.


Balance at December 31, 2018	$	119.3
Additions for tax positions		9.3
Reductions for tax positions		—

Balance at June 30, 2019	$	128.6

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~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 were not significant.

The effective tax rate for the three months ended ~~September~~June 30, ~~2018~~2019 was ~~21.9%~~20.4%, compared with ~~24.9%~~21.9% for the three months ended ~~September~~June 30, ~~2017.~~2018. The effective tax rate for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 was ~~22.3%~~20.4%, compared with ~~26.1%~~22.5% for the ~~nine~~six months ended ~~September~~June 30, ~~2017. The three and nine months ended September 30, 2018~~2018. Both comparative quarters effective tax rates ~~primarily reflect~~include the impact of the ~~recently enacted~~2017 U.S. Tax Cuts and Jobs Act (the ~~“Tax Act”~~“Act”) including the reduction of the U.S. corporate income tax rate and the current impact of the global intangible

low-taxed

income (“GILTI”) and the foreign-derived intangible income (“FDII”) ~~provisions,~~provisions. The lower rates for 2019 reflects higher year over year tax benefits related to share-based payment transactions as well as a ~~$16.0 million net tax expense for a change in measurement~~partial release of a prior year uncertain tax position stemming from the planned implementation of prospective tax planning. The third quarter of 2018 and 2017 effective tax rates also reflect the release of uncertain tax position liabilities primarily relating to statute expirationsstate related valuation allowance for ~~U.S. Federal and State jurisdictions totaling $11.4 million and $8.1 million, respectively.~~

carryforward interest deductions.

11.

Debt

In the fourth quarter of 2017, the Company recorded a net benefit of $91.6 million in the consolidated statement of income as a component of Provision for income taxes related to the impact of the Tax Act. The $91.6 million net benefit consisted of a $185.8 million benefit resulting from the remeasurement of the Company’s net deferred tax liabilities in the U.S. based on the new lower corporate income tax rate and $94.2 million expense mostly relating to the~~one-time~~ ~~mandatory tax on previously deferred earnings of certainnon-U.S.~~ ~~subsidiaries that are owned either wholly or partially by a U.S. subsidiary of the Company as discussed further below.~~

Although the $91.6 million net benefit represents what the Company believes is a reasonable estimate of the impact of the income tax effects of the Tax Act on the Company’s consolidated financial statements as of December ~~31, 2017, it should be considered provisional. As of September 30,~~ 2018, the Company has not materially changed its estimate of the December 31, 2017 impact of the income tax effects of the Tax Act. As additional guidance from the U.S. Department of Treasury is provided, the Company may need to adjust the provisional amounts after it finalizes the 2017 U.S. tax return and is able to conclude whether any further adjustments are required to its U.S. portion of net deferred tax liability of $390.4 million as of December 31, 2017, as well as to the liability associated with the~~one-time~~ ~~mandatory tax. The currently recorded amounts include~~completed a variety of estimates of taxable earnings and profits, estimated taxable foreign cash balances, differences between U.S. GAAP and U.S. tax principles and interpretations of many aspects of the Tax Act that may, if changed, impact the final amounts. Any adjustments to these provisional amounts will be reported as a component of Provision for income taxes in the reporting period in which any such adjustments are determined, which will be no later than the fourth quarter of 2018. As of September 30, 2018, the Company is still evaluating the potential future impact of GILTI and has not provided any provisional deferred tax liability for it. Under U.S. GAAP, the Company is permitted to make an accounting policy election to either treat taxes due on future inclusions in the U.S. taxable income related to GILTI as a current period expense when incurred or to factor such amounts into the Company’s measurement of its deferred taxes. Due to the ongoing evaluation, the Company has not yet made the accounting policy decision as of September 30, 2018.

~~12. Debt~~

~~In the third quarter of 2018, the Company paid in full, at maturity, $80 million in aggregate principal amount of 6.35%~~ private placement agreement to sell $575 million and 75 million Euros in senior notes to a group of institutional investors (the “2018 Private Placement”). There were two funding dates under the 2018 Private Placement. The first funding occurred in December 2018 for $475 million and ~~$160~~75 million ~~in aggregate principal amount of 7.08% private placement senior notes.~~

In October 2018, 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 (the “Credit Agreement”)Euros ($85.1 million). The ~~Credit Agreement amends~~second funding occurred in January 2019 for $100 million. The 2018 Private Placement senior notes carry a weighted average interest rate of 3.93% and ~~restates the Company’s existing $850 million revolving credit facility, which was due~~are subject to expire in March 2021. The Credit Agreement consists of a five-year revolving credit facility in an aggregate principal amount of $1.5 billion with a final maturity date in October 2023. The revolving credit facility total borrowing capacity excludes an accordion featurecertain customary covenants, including financial covenants that, ~~permits~~among other things, require the Company to ~~request up~~maintain certain

debt-to-EBITDA

(earnings before interest, income taxes, depreciation and amortization) and interest coverage ratios. The proceeds from the 2018 Private Placement were used to ~~an additional $500 million in~~pay down domestic borrowings under the Company’s revolving credit ~~commitments at any time during the life~~facility.

Table of the Credit Agreement under certain conditions. The Credit Agreement places certain restrictions on allowable additional indebtedness. At October 31, 2018, the Company had available borrowing capacity of $1.7 billion under its revolving credit facility, including the $500 million accordion feature.

~~13. Share-Based Compensation~~

Contents

AMETEK, Inc.

Notes to Consolidated Financial Statements

June 30, 2019

(Unaudited)

12.	Share-Based Compensation

Under the terms of the Company’s stockholder-approved share-based plans, performance restricted stock units (“PRSUs”), incentive and

non-qualified

stock options and restricted stock have been, and may be, issued to the Company’s officers, management-level employees and members of its Board of Directors. Stock options granted prior to 2018 generally vest at a rate of

one-fourth

on each of the first four anniversaries of the grant date and have a maximum contractual term of

seven ~~years.~~years

. Beginning in 2018, stock options granted generally vest at a rate of

one-third

on each of the first three anniversaries of the grant date and have a maximum contractual term of

ten ~~years.~~ years

Restricted stock granted to employees prior to 2018 generally vests

four years

after the grant date (cliff vesting) and is subject to accelerated vesting due to certain events, including doubling of the grant price of the Company’s common stock as of the close of business during any five consecutive trading days.

Beginning in 2018, restricted stock granted to employees generally vests

one-third

on each of the first three anniversaries of the grant date. Restricted stock granted tonon-employee directors generally vests

two years

In March ~~2018,~~2019, the Company granted PRSUs to officers and certain key management-level employees an aggregate target award of approximately ~~52,000~~102,000 shares of its common stock. The PRSUs vest 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, ~~2018~~2019 through December 31, ~~2020.~~2021. 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.~~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 number of awards ~~expected~~probable 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.~~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.

Total share-based compensation expense was as follows:

   Three Months Ended    Nine Months Ended
   September 30,    September 30,
   2018    2017    2018    2017
   (In thousands)
Stock option expense
   $ 2,924    $ 2,482    $ 8,467    $ 7,449
Restricted stock expense
   3,738    3,094    10,586    12,240
PRSU expense
   483    —      1,047    —








Totalpre-tax expense
   $ 7,145    $ 5,576    $ 20,100    $ 19,689


	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
	(In thousands)
Stock option expense	$	3,608	$	3,115	$	6,380	$	5,543
Restricted stock expense		3,399		3,772		7,117		6,848
PRSU expense		1,318		497		1,949		564

Total pre-tax expense	$	8,325	$	7,384	$	15,446	$	12,955

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. ~~The nine months ended September~~

Table of Contents

AMETEK, Inc.

Notes to Consolidated Financial Statements

June 30, ~~2017 includes a second quarter of 2017 $2.5 millionpre-tax~~ charge in corporate administrative expenses related to the accelerated vesting of restricted stock grants in association with the retirement of the Company’s Executive Chairman of the Board of Directors.

2019

(Unaudited)

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 Year Ended
   September 30, 2018 December 31, 2017
Expected volatility
   17.3 % 18.0 %
Expected term (years)
   5.0 5.0
Risk-free interest rate
   2.81 % 1.94 %
Expected dividend yield
   0.76 % 0.60 %
Black-Scholes-Merton fair value per stock option granted
   $ 14.12 $ 11.05


	Six Months Ended June 30, 2019			Year Ended December 31, 2018
Expected volatility		19.1	%		17.3	%
Expected term (years)		5.0			5.0
Risk-free interest rate		2.25	%		2.81	%
Expected dividend yield		0.66	%		0.76	%
Black-Scholes-Merton fair value per stock option granted	$	16.85		$	14.12

Expected volatility is based on the historical volatility of the Company’s stock over the stock options’ expected term. The Company used historical exercise data to estimate the stock options’ expected term, which represents the period of time that

the stock options granted are expected to be outstanding. Management anticipates that the future stock option holding periods will be similar to the historical stock option holding periods. The risk-free interest rate for periods within the expected term of the stock option is based on the U.S. Treasury yield curve at the time of grant. The expected dividend yield is calculated by dividing the Company’s annual dividend, based on the most recent quarterly dividend rate, by the Company’s closing common stock price on the grant date. Compensation expense recognized for all share-based awards is net of estimated forfeitures. The Company’s estimated forfeiture rates are based on its historical experience.

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, 2017
   5,583    $ 48.99
Granted
   885    73.45
Exercised
   (665 )    42.21
Forfeited
   (119 )    56.17



Outstanding at September 30, 2018
   5,684    $ 53.44    4.5    $ 146.0








Exercisable at September 30, 2018
   3,168    $ 47.17    2.9    $ 101.2


	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
	(In thousands)					(Years)		(In millions)
Outstanding at December 31, 2018		5,629		$	53.46
Granted		826			85.43
Exercised		(1,100	)		41.90
Forfeited		(143	)		64.77

Outstanding at June 30, 2019		5,212		$	60.65		5.2	$	157.3

Exercisable at June 30, 2019		3,064		$	53.08		3.5	$	115.7

The aggregate intrinsic value of stock options exercised during the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 was ~~$23.0~~$46.1 million. The total fair value of stock options vested during the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 was ~~$10.1~~$11.7 million. As of ~~September~~June 30, ~~2018,~~2019, there was approximately ~~$23~~$25.7 million of expected future

pre-tax

compensation expense related to the ~~2.5~~

2.1

million nonvested stock options outstanding, which is expected to be recognized over a weighted average period of approximately

two ~~years.~~

years

The fair value of restricted shares under the Company’s restricted stock arrangement is determined by the product of the number of shares granted and the Company’s closing common stock price on the grant date. Upon the grant of restricted stock, the fair value of the restricted shares (unearned compensation) at the grant date is charged as a reduction of capital in excess of par value in the Company’s consolidated balance sheet and is amortized to expense on a straight-line basis over the vesting period, which is the same as the calculated derived service period as determined on the grant date.

Table of Contents

AMETEK, Inc.

Notes to Consolidated Financial Statements

June 30, 2019

(Unaudited)

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

   Shares    Weighted
Average
Grant Date
Fair Value
   (In thousands)
Nonvested restricted stock outstanding at December 31, 2017
   932    $ 53.53
Granted
   232    73.64
Vested
   (214 )    52.75
Forfeited
   (49 )    55.05



Nonvested restricted stock outstanding at September 30, 2018
   901    $ 58.86


	Shares			Weighted Average Grant Date Fair Value
	(In thousands)
Nonvested restricted stock outstanding at December 31, 2018		891		$	58.98
Granted		199			85.22
Vested		(268	)		58.04
Forfeited		(57	)		63.26

Nonvested restricted stock outstanding at June 30, 2019		765		$	65.80

The total fair value of restricted stock vested during the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 was ~~$11.3~~$15.5 million. As of ~~September~~June 30, ~~2018,~~2019, there was approximately ~~$32~~$33.8 million of expected future

pre-tax

compensation expense related to the ~~0.9~~0.8 million nonvested restricted shares outstanding, which is expected to be recognized over a weighted average period of approximately

two ~~years.~~

~~14. Retirement and Pension Plans~~

years

13.	Retirement and Pension Plans

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

   Three Months Ended    Nine Months Ended
   September 30,    September 30,
   2018    2017    2018    2017
   (In thousands)
Defined benefit plans:

Service cost
   $ 1,766    $ 1,919    $ 5,373    $ 5,657
Interest cost
   6,311    6,904    19,214    20,566
Expected return on plan assets
   (14,734 )    (13,343 )    (44,581 )    (39,884 )
Amortization of net actuarial loss and other
   2,952    3,512    8,856    10,536








Pension income
   (3,705 )    (1,008 )    (11,138 )    (3,125 )








Other plans:

Defined contribution plans
   6,877    5,830    22,220    18,788
Foreign plans and other
   1,505    1,435    4,688    4,323








Total other plans
   8,382    7,265    26,908    23,111








Total net pension expense
   $ 4,677    $ 6,257    $ 15,770    $ 19,986


	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
	(In thousands)
Defined benefit plans:
Service cost	$	1,702		$	1,793		$	3,415		$	3,607
Interest cost		6,740			6,421			13,502			12,903
Expected return on plan assets		(13,085	)		(14,884	)		(26,211	)		(29,847	)
Amortization of net actuarial loss and other		4,649			2,952			7,936			5,904

Pension expense (income)		6			(3,718	)		(1,358	)		(7,433	)

Other plans:
Defined contribution plans		8,154			6,944			17,262			15,343
Foreign plans and other		1,543			1,587			3,105			3,183

Total other plans		9,697			8,531			20,367			18,526

Total net pension expense	$	9,703		$	4,813		$	19,009		$	11,093

For the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017,~~2018, contributions to the Company’s defined benefit pension plans were ~~$2.2~~$

1.5

million and ~~$52.5~~$

1.4

million, respectively. The Company’s current estimate of ~~2018~~2019 contributions to its worldwide defined benefit pension plans is in line with the range disclosed in the Company’s Annual Report onForm

10-K

for the year ended December 31, ~~2017.~~

2018.

~~15. Contingencies~~

Table of Contents

AMETEK, Inc.

Notes to Consolidated Financial Statements

June 30, 2019

(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 ~~September~~June 30, ~~2018,~~2019, 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 sufficient 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~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 were ~~$27.8~~$28.1 million and ~~$30.1~~$27.8 million, respectively, for both

non-owned

and owned sites. For the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, the Company recorded ~~$3.0~~$3.3 million in reserves. Additionally, the Company spent ~~$5.2~~$3.0 million on environmental matters ~~and the reserve decreased $0.1 million due to foreign currency translation~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. The Company’s reserves for environmental liabilities at ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 included reserves of ~~$10.2~~$9.3 million and ~~$11.6~~$9.6 million, respectively, for an owned site acquired in connection with the 2005 acquisition of HCC Industries (“HCC”). The Company is the designated performing party for the performance of remedial activities for one of several operating units making up a Superfund site in the San Gabriel Valley of California. The Company has obtained indemnifications and other financial assurances from the former owners of HCC related to the costs of the required remedial activities. At ~~September~~June 30, ~~2018,~~2019, the Company had ~~$12.1~~$12.4 million in receivables related to HCC for probable recoveries from third-party escrow funds and other committed third-party funds to support the required remediation. Also, the Company is indemnified by HCC’s former owners for approximately $19 million of additional costs.

Table of Contents

AMETEK, Inc.

Notes to Consolidated Financial Statements

June 30, 2019

(Unaudited)

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. To date, these parties have met their obligations in all material respects.

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. The Company has no reason to believe that other third parties would fail to perform their obligations in the future. 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.

The Company has been remediating groundwater contamination for several contaminants, including trichloroethylene (“TCE”), at a formerly owned site in El Cajon, California. Several lawsuits have been filed against the Company alleging damages resulting from the groundwater contamination, including property damages and personal injury, and seeking compensatory and punitive damages. The Company believes that it has good and valid defenses to each of these claims and intends to defend them vigorously. The Company believes it has established reserves for these lawsuits that are sufficient to satisfy its expected exposure. The Company does not expect the outcome of these matters, either individually or in the aggregate, to materially affect the consolidated results of operations, financial position or cash flows of the Company.

~~16. Restructuring Charges~~

~~During the fourth quarter~~

Table of ~~2016, the Company recordedpre-tax~~ restructuring charges totaling $25.6 million, which had the effect of reducing net income by $17.0 million. The restructuring charges were reported in the consolidated statement of income as follows: $24.0 million in Cost of sales and $1.6 million in Selling, general and administrative expenses. The restructuring charges were reported in operating income as follows: $12.4 million in EIG, $11.6 million in EMG and $1.6 million in corporate administrative expenses. The restructuring actions primarily related to $19.3 million in severance costs for a reduction in workforce and $6.2 million of asset write-downs in response to the impact of a weak global economy on certain of the Company’s businesses and the effects of a continued strong U.S. dollar. The restructuring activities have been broadly implemented across the Company’s various businesses with most actions expected to be completed in the first half of 2019.

~~During the fourth quarter of 2015, the Company recordedpre-tax~~ restructuring charges totaling $20.7 million, which had the effect of reducing net income by $13.9 million. The restructuring charges were reported in the consolidated statement of income as follows: $20.0 million in Cost of sales and $0.7 million in Selling, general and administrative expenses. The restructuring charges were reported in operating income as follows: $9.3 million in EIG, $10.8 million in EMG and $0.7 million in corporate administrative expenses. The restructuring actions primarily related to a reduction in workforce in response to the impact of a weak global economy on certain of the Company’s businesses and the effects of a continued strong U.S. dollar. The restructuring activities have been broadly implemented across the Company’s various businesses with all actions expected to be completed in the first half of 2019.

~~Accrued liabilities in the Company’s consolidated balance sheet included amounts related to the fourth quarters of 2016 and 2015 restructuring charges as follows (in millions):~~

   Fourth Quarter
of 2016
Restructuring    Fourth Quarter
of 2015
Restructuring
Balance at December 31, 2017
   $ 12.8    $ 6.7
Utilization
   (4.6 )    (0.6 )
Foreign currency translation adjustments and other
   —      (0.6 )




Balance at September 30, 2018
   $ 8.2    $ 5.5




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    Nine Months Ended
   September 30,    September 30,
   2018    2017    2018    2017
   (In thousands)
Net sales⁽¹⁾:

Electronic Instruments
   $ 742,041    $ 671,606    $ 2,202,925    $ 1,949,038
Electromechanical
   450,921    413,193    1,371,619    1,208,047








Consolidated net sales
   $ 1,192,962    $ 1,084,799    $ 3,574,544    $ 3,157,085








Operating income and income before income taxes:

Segment operating income⁽²⁾:

Electronic Instruments
   $ 190,313    $ 162,988    $ 567,503    $ 482,004
Electromechanical
   92,667    83,110    277,919    246,021








Total segment operating income
   282,980    246,098    845,422    728,025
Corporate administrative expenses⁽²⁾
   (17,714 )    (16,060 )    (51,902 )    (50,991 )








Consolidated operating income⁽²⁾
   265,266    230,038    793,520    677,034
Interest expense
   (19,391 )    (24,709 )    (61,861 )    (73,777 )
Other expense, net⁽²⁾
   (945 )    (902 )    (2,684 )    (4,053 )








Consolidated income before income taxes
   $ 244,930    $ 204,427    $ 728,975    $ 599,204

~~(1)~~

Effective January 1, 2018, the Company adopted the requirements of ASC 606using the modified retrospective method. See Note 3 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on~~Form 10-Q~~ ~~and “Critical Accounting Policies” herein for further details.~~

~~(2)~~

~~In accordance with the retrospective adoption of ASU2017-07,~~ for the three and nine months ended September 30, 2017, the consolidated statement of income was restated to increase Cost of sales by $2.4 million and $7.3 million, increase Selling, general and administrative expenses by $0.4 million and $1.2 million, and decrease Other expense, net by $2.8 million and $8.5 million, respectively, for net periodic benefit income components other than service cost. For the three and nine months ended September 30, 2017, the $2.8 million and $8.5 million, respectively, of net periodic benefit income components other than service cost were originally reported in operating income as follows: $1.5 million and $4.4 million in EIG, $0.9 million and $2.9 million in EMG, and $0.4 million and $1.2 million in Corporate administrative expense, respectively. For the three and nine months ended September 30, 2018, Other expense, net included $5.4 million and $16.3 million, respectively, for net periodic benefit income components other than service cost. See Note 2 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on~~Form 10-Q.~~


	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
	(In thousands)
Net sales:
Electronic Instruments	$	820,247		$	744,458		$	1,627,158		$	1,460,884
Electromechanical		469,165			464,477			949,945			920,698

Consolidated net sales	$	1,289,412		$	1,208,935		$	2,577,103		$	2,381,582

Operating income and income before income taxes:
Segment operating income:
Electronic Instruments	$	212,913		$	193,831		$	415,997		$	377,190
Electromechanical		101,065			94,250			199,878			185,252

Total segment operating income		313,978			288,081			615,875			562,442
Corporate administrative expenses		(18,568	)		(17,995	)		(37,206	)		(34,188	)

Consolidated operating income		295,410			270,086			578,669			528,254
Interest expense		(21,475	)		(20,784	)		(44,128	)		(42,470	)
Other expense, net		(3,337	)		(1,081	)		(7,004	)		(1,739	)

Consolidated income before income taxes	$	270,599		$	248,221		$	527,537		$	484,045

For the quarter ended ~~September~~June 30, ~~2018,~~2019, the Company posted record sales and operating income, as well as strong orders, backlog, ~~sales, operating income,~~ operating income margins, net income, diluted earnings per share and operating cash flow. The Company achieved these results from organic sales growth in both EIG and EMG, contributions from the 2018 acquisitions of Spectro Scientific Corporation in November 2018, Forza Silicon Corporation (“Forza) and Telular Corporation in October 2018 and Motec in June 2018, ~~SoundCom in April 2018, FMH in January 2018 and Arizona Instrument LLC in December 2017,~~ as well as ~~the Company’s~~our Operational Excellence initiatives.

For ~~2018, positive market trends,~~2019, the Company’s strong backlog, the full year impact of the 2018 ~~and 2017~~ acquisitions and continued focus on and implementation of Operational Excellence initiatives are expected to have a positive impact on the remainder of the Company’s ~~2018~~2019 results.

Results of operations for the ~~third~~second quarter of ~~2018~~2019 compared with the ~~third~~second quarter of ~~2017~~

2018

Net sales for the ~~third~~second quarter of ~~2018~~2019 were ~~$1,193.0~~$1,289.4 million, an increase of ~~$108.2~~$80.5 million or ~~10.0%~~6.7%, compared with net sales of ~~$1,084.8~~$1,208.9 million for the ~~third~~second quarter of ~~2017.~~2018. The increase in net sales for the ~~third~~second quarter of ~~2018~~2019 was due to 7%3% organic sales growth, ~~and~~ a 3%5% increase from ~~acquisitions. Foreign~~acquisitions and an unfavorable 1% effect of foreign currency ~~translation was essentially flat period over period.~~

translation.

Total international sales for the ~~third~~second quarter of ~~2018~~2019 were ~~$596.8~~$613.0 million or ~~50.0%~~47.5% of net sales, an increase of ~~$50.6~~$3.6 million or ~~9.3%~~.6%, compared with international sales of ~~$546.2~~$609.4 million or 50.4% of net sales for the ~~third~~second quarter of ~~2017.~~2018. The ~~$50.6~~$3.6 million increase in international sales was primarily driven ~~by organic sales growth.~~from recent acquisitions. Both reportable segments of the Company maintain strong international sales presences in Europe and Asia.

Orders for the ~~third~~second quarter of ~~2018~~2019 were ~~$1,192.0~~$1,278.1 million, an increase of ~~$70.0~~$47.3 million or ~~6.2%~~3.8%, compared with ~~$1,122.0~~$1,230.8 million for the ~~third~~second quarter of ~~2017.~~2018. The increase in orders for the ~~third~~second quarter of ~~2018~~2019 was due to ~~5% organic order growth and a~~ 3% increase from acquisitions ~~partially offset by an unfavorable 2%~~and a favorable 1% effect of foreign currency translation.

Segment operating income for the ~~third~~second quarter of ~~2018~~2019 was ~~$283.0~~$314.0 million, an increase of ~~$36.9~~$25.9 million or ~~15.0%~~9.0%, compared with segment operating income of ~~$246.1~~$288.1 million for the ~~third~~second quarter of ~~2017.~~2018. Segment operating income, as a percentage of net sales, increased to ~~23.7%~~24.4% for the ~~third~~second quarter of ~~2018,~~2019, compared with ~~22.7%~~23.8% for the ~~third~~second quarter of ~~2017.~~2018. The increase in segment operating income and segment operating margins for the ~~third~~second quarter of ~~2018~~2019 resulted primarily from the increase in net sales noted above, as well as the benefits of the Company’s Operational Excellence initiatives.

Table of Contents

Cost of sales for the ~~third~~second quarter of ~~2018~~2019 was ~~$783.0~~$838.2 million or ~~65.6%~~65.0% of net sales, an increase of ~~$60.9~~$47.0 million or ~~8.4%~~5.9%, compared with ~~$722.1~~$791.2 million or ~~66.6%~~65.4% of net sales for the ~~third~~second quarter of ~~2017.~~2018. Cost of sales increased primarily due to the increase in net sales noted above.

Selling, general and administrative expenses for the ~~third~~second quarter of ~~2018~~2019 were ~~$144.7~~$155.8 million or 12.1% of net sales, an increase of ~~$12.1~~$8.2 million or ~~9.1%~~5.6%, compared with ~~$132.6~~$147.6 million or 12.2% of net sales for the ~~third~~second quarter of ~~2017.~~2018. Selling, general and administrative expenses increased primarily due to the increase in net sales noted above.

Consolidated operating income was ~~$265.3~~$295.4 million or ~~22.2%~~22.9% of net sales for the ~~third~~second quarter of ~~2018,~~2019, an increase of ~~$35.3~~$25.3 million or ~~15.3%~~9.4%, compared with ~~$230.0~~$270.1 million or ~~21.2%~~22.3% of net sales for the ~~third~~second quarter of ~~2017.~~

2018.

Interest expense was ~~$19.4~~$21.5 million for the ~~third~~second quarter of ~~2018, a decrease~~2019, an increase of ~~$5.3~~$0.7 million or ~~21.5%~~3.4%, compared with ~~$24.7~~$20.8 million for the ~~third~~second quarter of ~~2017. Interest~~2018. The change in interest expense ~~decreased primarily due~~is largely driven by the 2018 private placement senior notes issued in December 2018 ($475 million and 75 million Euros) and January 2019 ($100 million), partially offset by a decrease related to the repayment in full, at maturity, of $270 million in aggregate principal amount of 6.20% private placement senior notes in the fourth quarter of 2017, $80 million in aggregate principal amount of 6.35% private placement senior notes in the third quarter of 2018 and $160 million in aggregate principal amount of 7.08% private placement senior notes in the third quarter of 2018.

The effective tax rate for the third quarter of 2018 was 21.9%, compared with 24.9% for the third quarter of 2017. The third quarter of 2018 effective tax rate primarily reflects the impact of the recently enacted Tax Act including the reduction of the U.S. corporate income tax rate and the current impact of GILTI and FDII provisions, as well as a $16.0 million net tax expense for a change in measurement of a prior year uncertain tax position stemming from the planned implementation of prospective tax planning. The third quarter of 2018 and 2017 effective tax rates also reflect the release of uncertain tax position liabilities primarily relating to statute expirations for U.S. Federal and State jurisdictions totaling $11.4 million and $8.1 million, respectively. See Note 11 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on~~Form 10-Q.~~

~~Net income for the third quarter of 2018 was $191.2 million, an increase of $37.7 million or 24.6%, compared with $153.5 million for the third quarter of 2017.~~

~~Diluted earnings per share for the third quarter of 2018 were $0.82, an increase of $0.16 or 24.2%, compared with $0.66 per diluted share for the third quarter of 2017.~~

~~Segment Results~~

~~EIG’s~~ netsales totaled $742.0 million for the third quarter of 2018, an increase of $70.4 million or 10.5%, compared with $671.6 million for the third quarter of 2017. The net sales increase was due to 7% organic sales growth, and a 4% increase from the 2018 acquisitions of Motec and SoundCom and the 2017 acquisition of Arizona Instrument. Foreign currency translation was essentially flat period over period.

EIG’s operating income was $190.3 million for the third quarter of 2018, an increase of $27.3 million or 16.7%, compared with $163.0 million for the third quarter of 2017. EIG’s operating margins were 25.6% of net sales for the third quarter of 2018, compared with 24.3% of net sales for the third quarter of 2017. The increase in EIG’s operating income and operating margins for the third quarter of 2018 was primarily due to the increase in net sales noted above, as well as the benefits of the Group’s Operational Excellence initiatives.

~~EMG’s~~ net sales totaled $450.9 million for the third quarter of 2018, an increase of $37.7 million or 9.1%, compared with $413.2 million for the third quarter of 2017. The net sales increase was due to 7% organic sales growth and a 2% increase from the 2018 acquisition of FMH. Foreign currency translation was essentially flat period over period.

EMG’s operating income was $92.7 million for the third quarter of 2018, an increase of $9.6 million or 11.6%, compared with $83.1 million for the third quarter of 2017. EMG’s operating margins were 20.6% of net sales for the third quarter of 2018, compared with 20.1% of net sales for the third quarter of 2017. The increase in EMG’s operating income and operating margins for the third quarter of 2018 was primarily due to the increase in net sales noted above, as well as the benefits of the Group’s Operational Excellence initiatives.

~~Results of operations for the first nine months of 2018 compared with the first nine months of 2017~~

Net sales for the first nine months of 2018 were $3,574.5 million, an increase of $417.4 million or 13.2%, compared with net sales of $3,157.1 million for the first nine months of 2017. The increase in net sales for the first nine months of 2018 was due to 8% organic sales growth, a 4% increase from acquisitions and favorable 1% effect of foreign currency translation.

Total international sales for the first nine months of 2018 were $1,818.9 million or 50.9% of net sales, an increase of $203.8 million or 12.6%, compared with international sales of $1,615.1 million or 51.2% of net sales for the first nine months of 2017. The $203.8 million increase in international sales was primarily driven by organic sales growth. Both reportable segments of the Company maintain strong international sales presences in Europe and Asia.

Orders for the first nine months of 2018 were $3,767.7 million, an increase of $388.0 million or 11.5%, compared with $3,379.7 million for the first nine months of 2017. The increase in orders for the first nine months of 2018 was due to 7% organic order growth and a 5% increase from acquisitions. Foreign currency translation was essentially flat period over period. As a result, the Company’s backlog of unfilled orders at September 30, 2018 was $1,589.3 million, an increase of $193.2 million or 13.8%, compared with $1,396.1 million at December 31, 2017.

Segment operating income for the first nine months of 2018 was $845.4 million, an increase of $117.4 million or 16.1%, compared with segment operating income of $728.0 million for the first nine months of 2017. Segment operating income, as a percentage of net sales, increased to 23.7% for the first nine months of 2018, compared with 23.1% for the first nine months of 2017. The increase in segment operating income and segment operating margins for the first nine months of 2018 resulted primarily from the increase in net sales noted above, as well as the benefits of the Company’s Operational Excellence initiatives.

Cost of sales for the first nine months of 2018 was $2,351.0 million or 65.8% of net sales, an increase of $259.3 million or 12.4%, compared with $2,091.7 million or 66.3% of net sales for the first nine months of 2017. Cost of sales increased primarily due to the increase in net sales noted above.

Selling, general and administrative expenses for the first nine months of 2018 were $430.0 million or 12.0% of net sales, an increase of $41.7 million or 10.7%, compared with $388.3 million or 12.3% of net sales for the first nine months of 2017. Selling, general and administrative expenses increased primarily due to the increase in net sales noted above. The nine months ended September 30, 2017 includes a second quarter of 2017 $2.5 million~~pre-tax~~ charge in corporate administrative expenses related to the accelerated vesting of restricted stock grants in association with the retirement of the Company’s Executive Chairman of the Board of Directors.

Consolidated operating income was $793.5 million or 22.2% of net sales for the first nine months of 2018, an increase of $116.5 million or 17.2%, compared with $677.0 million or 21.4% of net sales for the first nine months of 2017.

Interest expense was $61.9 million for the first nine months of 2018, a decrease of $11.9 million or 16.1%, compared with $73.8 million for the first nine months of 2017. Interest expense decreased primarily due to the repayment in full, at maturity, of $270 million in aggregate principal amount of 6.20% private placement senior notes in the fourth quarter of 2017, $80 million in aggregate principal amount of 6.35% private placement senior notes in the third quarter of 2018 and $160 million in aggregate principal amount of 7.08% private placement senior notes in the third quarter of 2018.

The effective tax rate for the first nine months of 2018 was 22.3%, compared with 26.1% for the first nine months of 2017. The first nine months of 2018 effective tax rate primarily reflects the impact of the recently enacted Tax Act including the reduction of the U.S. corporate income tax rate and the current impact of GILTI and FDII provisions, as well as a $16.0 million net tax expense for a change in measurement of a prior year uncertain tax position stemming from the planned implementation of prospective tax planning. The third quarter of 2018 and 2017 effective tax rates also reflect the release of uncertain tax position liabilities primarily relating to statute expirations for U.S. Federal and State jurisdictions totaling $11.4 million and $8.1 million, respectively. See Note 11 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on~~Form 10-Q.~~

~~Net income for the first nine months of 2018 was $566.4 million, an increase of $123.5 million or 27.9%, compared with $442.9 million for the first nine months of 2017.~~

~~Diluted earnings per share for the first nine months of 2018 were $2.43, an increase of $0.52 or 27.2%, compared with $1.91 per diluted share for the first nine months of 2017.~~

~~Segment Results~~

~~EIG’s~~ netsales totaled $2,202.9 million for the first nine months of 2018, an increase of $253.9 million or 13.0%, compared with $1,949.0 million for the first nine months of 2017. The net sales increase was due to 7% organic sales growth, a 5% increase from the 2018 acquisitions of Motec and SoundCom, the 2017 acquisitions of Arizona Instrument, MOCON and Rauland, and favorable 1% effect of foreign currency translation.

EIG’s operating income was $567.5 million for the first nine months of 2018, an increase of $85.5 million or 17.7%, compared with $482.0 million for the first nine months of 2017. EIG’s operating margins were 25.8% of net sales for the first nine months of 2018, compared with 24.7% of net sales for the first nine months of 2017. The increase in EIG’s operating income and operating margins for the first nine months of 2018 was primarily due to the increase in net sales noted above, as well as the benefits of the Group’s Operational Excellence initiatives.

~~EMG’s~~ net sales totaled $1,371.6 million for the first nine months of 2018, an increase of $163.6 million or 13.5%, compared with $1,208.0 million for the first nine months of 2017. The net sales increase was due to 9% organic sales growth, a 3% increase from the 2018 acquisition of FMH and favorable 2% effect of foreign currency translation.

EMG’s operating income was $277.9 million for the first nine months of 2018, an increase of $31.9 million or 13.0%, compared with $246.0 million for the first nine months of 2017. The increase in EMG’s operating income for the first nine months of 2018 was primarily due to the increase in net sales noted above. EMG’s operating margins were 20.3% of net sales for the first nine months of 2018, compared with 20.4% of net sales for the first nine months of 2017.

~~Financial Condition~~

~~Liquidity and Capital Resources~~

Cash provided by operating activities totaled $629.4 million for the first nine months of 2018, an increase of $49.0 million or 8.4%, compared with $580.4 million for the first nine months of 2017. The increase in cash provided by operating activities for the first nine months of 2018 was primarily due to higher net income and a $50.3 million decrease in defined benefit pension plan contributions, driven by a discretionary $50.1 million contribution to the Company’s defined benefit pension plans in the first quarter of 2017, partially offset by higher overall operating working capital levels.

Free cash flow (cash flow provided by operating activities less capital expenditures) was $581.9 million for the first nine months of 2018, compared with $534.8 million for the first nine months of 2017. EBITDA (earnings before interest, income taxes, depreciation and amortization) was $935.5 million for the first nine months of 2018, compared with $802.6 million for the first nine months of 2017. 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 for investing activities totaled $424.3 million for the first nine months of 2018, compared with $562.4 million for the first nine months of 2017. For the first nine months of 2018, the Company paid $376.2 million, net of cash acquired, to acquire Motec in June 2018, SoundCom in April 2018 and FMH in January 2018. For the first nine months of 2017, the Company paid $518.6 million, net of cash acquired, to acquire MOCON in June 2017 and Rauland in February 2017. Additions to property, plant and equipment totaled $47.5 million for the first nine months of 2018, compared with $45.6 million for the first nine months of 2017.

Cash used for financing activities totaled $317.2 million for the first nine months of 2018, compared with $43.0 million for the first nine months of 2017. At September 30, 2018, total debt, net was $1,901.3 million, compared with $2,174.3 million at December 31, 2017. For the first nine months of 2018, the net change in short-term borrowings was not significant, compared with a $9.6 million decrease in short-term borrowings for the first nine months of 2017. In the third quarter of 2018, the Company paid in full, at maturity, $80 million in aggregate principal amount of 6.35% private placement senior notes and $160 million in aggregate principal amount of 7.08% private placement senior ~~notes.~~notes in the third quarter of 2018, and $65 million in aggregate principal amount of 7.18% private placement senior notes in the fourth quarter of 2018.

The effective tax rate for the second quarter of 2019 was 20.4%, compared with 21.9% for the second quarter of 2018. The lower rate for 2019 mainly reflects higher year over year tax benefits related to share-based payment transactions as well as a partial release of a state related valuation allowance. See Note 10 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form

10-Q.

Net income for the second quarter of 2019 was $215.5 million, an increase of $21.6 million or 11.1%, compared with $193.9 million for the second quarter of 2018.

Diluted earnings per share for the second quarter of 2019 were $0.94, an increase of $0.11 or 13.3%, compared with $0.83 per diluted share for the second quarter of 2018.

Segment Results

EIG’s

net

sales totaled $820.2 million for the second quarter of 2019, an increase of $75.7 million or 10.2%, compared with $744.5 million for the second quarter of 2018. The net sales increase was due to an 8% increase from acquisitions and 3% organic sales growth, partially offset by an unfavorable 1% effect of foreign currency translation.

EIG’s operating income was $212.9 million for the second quarter of 2019, an increase of $19.1 million or 9.9%, compared with $193.8 million for the second quarter of 2018. The increase in EIG’s operating income for the second quarter of 2019 was primarily due to the increase in net sales noted above. EIG’s operating margins were 26.0% of net sales for the second quarter of 2019, flat with the second quarter of 2018. EIG’s operating margins for the second quarter of 2019 were flat primarily from the impact of lower margins on recent acquisitions, which had a 0.9% negative impact, offset by the benefits of the Group’s Operational Excellence initiatives.

EMG’s

net sales totaled $469.2 million for the second quarter of 2019, an increase of $4.7 million or 1.0%, compared with $464.5 million for the second quarter of 2018. The net sales increase was due to 3% organic sales growth, partially offset by an unfavorable 2% effect of foreign currency translation.

EMG’s operating income was a record at $101.1 million for the second quarter of 2019, an increase of $6.8 million or 7.2%, compared with $94.3 million for the second quarter of 2018. EMG’s operating margins were 21.5% of net sales for the second quarter of 2019, compared with 20.3% for the second quarter of 2018. The increase in EMG’s operating income and operating margins for the first quarter of 2019 were primarily due to the increase in net sales noted above, as well as the benefits of the Group’s Operational Excellence initiatives.

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Results of operations for the first six months of 2019 compared with the first six months of 2018

Net sales for the first six months of 2019 were $2,577.1 million, an increase of $195.5 million or 8.2%, compared with net sales of $2,381.6 million for the first six months of 2018. The increase in net sales for the first six months of 2019 was due to 4% organic sales growth and a 6% increase from acquisitions and an unfavorable 2% effect of foreign currency translation.

Total international sales for the first six months of 2019 were $1,236.5 million or 48.0% of net sales, an increase of $14.4 million or 1.2%, compared with international sales of $1,222.1 million or 51.3% of net sales for the first six months of 2018. The increase in international sales was primarily driven from recent acquisitions. Both reportable segments of the Company maintain strong international sales presences in Europe and Asia.

Orders for the first six months of 2019 were $2,656.3 million, an increase of $80.6 million or 3.1%, compared with $2,575.7 million for the first six months of 2018. The increase in orders for the first six months of 2019 was due to 2% organic order growth and a 2% 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 June 30, 2019 was $1,681.2 million, an increase of $79.1 million or 4.9%, compared with $1,602.1 million at December 31, 2018.

Segment operating income for the first six months of 2019 was $615.9 million, an increase of $53.5 million or 9.5%, compared with segment operating income of $562.4 million for the first six months of 2018. Segment operating income, as a percentage of net sales, increased to 23.9% for the first six months of 2019, compared with 23.6% for the first six months of 2018. The increase in segment operating income and segment operating margins for the first six months of 2019 resulted primarily from the increase in net sales noted above, as well as the benefits of the Company’s Operational Excellence initiatives.

Cost of sales for the first six months of 2019 was $1,689.5 million or 65.6% of net sales, an increase of $121.5 million or 7.7%, compared with $1,568.0 million or 65.8% of net sales for the first six months of 2018. Cost of sales increased primarily due to the increase in net sales noted above.

Selling, general and administrative expenses for the first six months of 2019 were $309.0 million or 12.0% of net sales, an increase of $23.7 million or 8.3%, compared with $285.3 million or 12.0% of net sales for the first six months of 2018. Selling, general and administrative expenses increased primarily due to the increase in net sales noted above.

Consolidated operating income was $578.7 million or 22.5% of net sales for the first six months of 2019, an increase of $50.4 million or 9.5%, compared with $528.3 million or 22.2% of net sales for the first six months of 2018.

Interest expense was $44.1 million for the first six months of 2019, a increase of $1.6 million or 3.8%, compared with $42.5 million for the first six months of 2018. The change in interest expense is largely driven by the 2018 private placement senior notes issued in December 2018 ($475 million and 75 million Euros) and January 2019 ($100 million), partially offset by a decrease related to the repayment in full, at maturity, of $80 million in aggregate principal amount of 6.35% private placement senior notes and $160 million in aggregate principal amount of 7.08% private placement senior notes in the third quarter of 2018, and $65 million in aggregate principal amount of 7.18% private placement senior notes in the fourth quarter of 2018.

The effective tax rate for the first six months of 2019 was 20.4%, compared with 22.5% for the first six months of 2018. The lower rate for 2019 mainly reflects higher year over year tax benefits related to share-based payment transactions as well as a partial release of a state related valuation allowance for carryforward interest deductions. See Note 10 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form

10-Q.

Net income for the first six months of 2019 was $419.8 million, an increase of $44.6 million or 11.9%, compared with $375.2 million for the first six months of 2018.

Diluted earnings per share for the first six months of 2019 were $1.83, an increase of $0.22 or 13.7%, compared with $1.61 per diluted share for the first six months of 2018.

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Segment Results

EIG’s

net

sales totaled $1,627.2 million for the first six months of 2019, an increase of $166.3 million or 11.4%, compared with $1,460.9 million for the first six months of 2018. The net sales increase was due to 4% organic sales growth, a 9% increase from the 2018 acquisitions of Motec, Spectro Scientific Corporation, Forza and Telular Corporation, partially offset by an unfavorable 1% effect of foreign currency translation.

EIG’s operating income was $416.0 million for the first six months of 2019, an increase of $38.8 million or 10.3%, compared with $377.2 million for the first six months of 2018. The increase in EIG’s operating income for the first six months of 2019 was primarily due to the increase in net sales noted above. EIG’s operating margins were 25.6% of net sales for the first six months of 2019, compared with 25.8% of net sales for the first six months of 2018. EIG’s operating margins for the first six months of 2019 declined primarily from the impact of lower margins on recent acquisitions, which had a 1.0% negative impact, partially offset by the benefits of the Group’s Operational Excellence initiatives.

EMG’s

net sales totaled $949.9 million for the first six months of 2019, an increase of $29.2 million or 3.2%, compared with $920.7 million for the first six months of 2018. The net sales increase was due to 5% organic sales growth and an unfavorable 2% effect of foreign currency translation.

EMG’s operating income was $199.9 million for the first six months of 2019, an increase of $14.6 million or 7.9%, compared with $185.3 million for the first six months of 2018. EMG’s operating margins were 21.0% of net sales for the first six months of 2019, compared with 20.1% of net sales for the first six months of 2018. The increase in EMG’s operating income and operating margins for the first six months of 2019 was primarily due to the increase in net sales noted above, as well as the benefits of the Group’s Operational Excellence initiatives.

Financial Condition

Liquidity and Capital Resources

Cash provided by operating activities totaled $442.6 million for the first six months of 2019, an increase of $62.1 million or 16.3%, compared with $380.5 million for the first six months of 2018. The increase in cash provided by operating activities for the first six months of 2019 was primarily due to higher net income.

Cash used for investing activities totaled $39.6 million for the first six months of 2019, compared with $401.7 million for the first six months of 2018. Additions to property, plant and equipment totaled $43.3 million for the first six months of 2019, compared with $28.6 million for the first six months of 2018. For the first six months of 2018, the Company paid $374.6 million, net of cash acquired, to acquire Motec in June 2018, SoundCom in April 2018 and FMH in January 2018.

Cash used for financing activities totaled $191.5 million for the first six months of 2019, compared with $55.5 million for the first six months of 2018. At ~~September~~June 30, ~~2018,~~2019, total debt, net was $2,467.0 million, compared with $2,632.7 million at December 31, 2018. For the first six months of 2019, short term borrowings decreased by $260.8 million, compared with no change in short-term borrowings for the first six months of 2018. At June 30, 2019, the Company had available borrowing capacity of ~~$1.1 billion~~$1,965.3 million under its revolving credit facility, including the ~~$300~~$500 million accordion feature. ~~See “Subsequent Events” below~~

In December 2018, the Company completed the 2018 private placement agreement to sell $575 million and 75 million Euros in senior notes to a group of institutional investors utilizing two funding dates. The first funding occurred in December 2018 for ~~further details regarding~~$475 million and 75 million Euros ($85.1 million). The second funding occurred in January 2019 for $100 million. The 2018 Private Placement senior notes carry a weighted average interest rate of 3.93% and are subject to certain customary covenants, including financial covenants that, among other things, require the Company to maintain certain

debt-to-EBITDA

(earnings before interest, income taxes, depreciation and amortization) and interest coverage ratios.

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The proceeds from the fundings from the 2018 Private Placement were used to pay down domestic borrowings under the Company’s revolving credit facility.

In the third quarter of 2018, $80 million of 6.35% senior notes and $160 million of 7.08% senior notes matured and were paid. In the fourth quarter of 2018, $65 million of 7.18% senior notes ~~will mature~~matured and ~~become payable.~~were paid. The

debt-to-capital

ratio was ~~29.6%~~34.6% at ~~September~~June 30, ~~2018,~~2019, compared with ~~35.1%~~38.3% at December 31, ~~2017.~~2018. 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 ~~23.5%~~28.9% at ~~September~~June 30, ~~2018,~~2019, compared with ~~27.5%~~34.9% at December 31, ~~2017.~~2018. 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~~six months of ~~2018~~2019 included cash dividends paid of ~~$97.0~~$63.6 million, compared with ~~$62.0~~$64.7 million for the first ~~nine~~six months of ~~2017.~~2018. Effective February ~~1, 2018,~~12, 2019, the Company’s Board of Directors approved ~~a 56%~~an increase of $500 million in the ~~quarterly cash dividend on~~authorization for the repurchase of the Company’s common stock. Proceeds from stock ~~to $0.14 per common share from $0.09 per common share.~~

option exercises were $45.8 million for the first six months of 2019, compared with $18.3 million for the first six months of 2018.

As a result of all of the Company’s cash flow activities for the first ~~nine~~six months of ~~2018,~~2019, cash and cash equivalents at ~~September~~June 30, ~~2018~~2019 totaled ~~$518.7~~$567.9 million, compared with ~~$646.3~~$354.0 million at December 31, ~~2017.~~2018. At ~~September~~June 30, ~~2018,~~2019, the Company had ~~$470.5~~$320.0 million in cash outside the United States, compared with ~~$569.4~~$311.2 million at December 31, ~~2017.~~2018. The Company utilizes this cash to fund its international operations, as well as to acquire international businesses. ~~In June 2018, the Company acquired Motec for approximately $93 million utilizing cash outside the United States.~~ The Company is in compliance with all covenants, including financial covenants, for all of its debt agreements. The Company believes it has sufficient cash-generating capabilities from domestic and unrestricted foreign sources, available credit facilities and access to long-term capital funds to enable it to meet its operating needs and contractual obligations in the foreseeable future.

~~Subsequent Events~~

~~In October 2018, the Company acquired Telular and Forza for approximately $565 million in cash using available cash and borrowings under the Company’s revolving credit facility.~~

In October 2018, 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 (the “Credit Agreement”). The Credit Agreement amends and restates the Company’s existing $850 million revolving credit facility, which was due to expire in March 2021. The Credit Agreement consists of a five-year revolving credit facility in an aggregate principal amount of $1.5 billion with a final maturity date in October 2023. The revolving credit facility total borrowing capacity excludes an accordion feature that permits the Company to request up to an additional $500 million in revolving credit commitments at any time during the life of the Credit Agreement under certain conditions. Interest rates on outstanding borrowings under the revolving credit facility are at the applicable benchmark rate plus a negotiated spread or at the U.S. prime rate. The revolving credit facility provides the Company with additional financial flexibility to support its growth plans, including its acquisition strategy. At October 31, 2018, the Company had available borrowing capacity of $1.7 billion under its revolving credit facility, including the $500 million accordion feature.

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 onForm

10-K

for the year ended December 31, ~~2017.~~2018. 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 onForm

10-K. ~~Significant changes as a result of adopting ASC 606 are discussed below:~~

Revenue Recognition.

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cost-to-cost

input method of progress because it best depicts the transfer of control to the customer that occurs as costs are incurred. Under the

cost-to-cost

method, the extent of progress towards completion is measured based on the proportion of costs incurred to date to the total estimated costs at completion of the performance obligation. On certain contracts, labor hours is used as the measure of progress when it is determined to be a better depiction of the transfer of control to the customer due to the timing and pattern of labor hours incurred.

30-60

days from the time of shipment or customer acceptance, but terms can be shorter or longer. For customer contracts that have revenue recognized over time, revenue is generally recognized prior to a payment being due from the customer. In such cases, the Company recognizes a contract asset at the time the revenue is recognized. When payment becomes due based on the contract terms, the Company reduces the contract asset and records a receivable. In contracts with billing milestones or in other instances with a long production cycle or concerns about credit, customer advance payments are received. The Company may receive a payment in excess of revenue recognized to that date. In these circumstances, a contract liability is recorded.

The Company has certain contracts with variable consideration in the form of volume discounts, rebates and early payment options, which may affect the transaction price used as the basis for revenue recognition. In these contracts, the amount of the variable consideration is not considered constrained and is allocated among the various performance obligations in the customer contract based on the relative standalone selling price of each performance obligation to the total standalone value of all the performance obligations.

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 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 onForm ~~10-K,10-Q~~

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.

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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 ActRule

13a-15(b)

as of ~~September~~June 30, ~~2018.~~2019. 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~~June 30, ~~2018~~2019 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~~June 30, ~~2018:~~

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, 2018 to July 31, 2018
   93    $ 72.71    93    $ 364,714,150
August 1, 2018 to August 31, 2018
   276    76.19    276    364,693,122
September 1, 2018 to September 30, 2018
   —      —      —      364,693,122





Total
   369    75.31    369

2019:


Period	Total Number of Shares Purchased (1)(2)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan (2)		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan
April 1, 2019 to April 30, 2019		—	$	—		—	$	500,912,305
May 1, 2019 to May 31, 2019		72,045		85.50		72,045		494,752,129
June 1, 2019 to June 30, 2019		283		86.48		283		494,727,655

Total		72,328		85.51		72,328

(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 ~~$400~~$500 million authorization for the repurchase of its common stock announced in ~~November 2016.~~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. Director’s Deferred Compensation Plan, amended and restated as of October 1, 2018.~~

10.2* Exhibit Number		~~AMETEK, Inc. Retirement and Savings Plan, amended and restated as of September 4, 2018.~~	Description

10.3*		~~AMETEK, Inc. Supplemental Executive Retirement Plan, amended and restated as of October 1, 2018.~~

10.4*		Amended and Restated Credit Agreement 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, among AMETEK, Inc., the Foreign Subsidiary Borrowers Party Hereto, the Lenders Party Hereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., PNC Bank, National Association, SunTrust Bank and Wells Fargo Bank, National Association, as~~Co-Syndication~~ ~~Agents, and U.S. Bank National Association, Mizuho Bank (USA), BNP Paribas, National Westminster Bank Plc and Commerzbank AG, New York Branch, asCo-Documentation~~ ~~Agents.~~

31.1*			Certification of Chief Executive Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*
	31.2*			Certification of Chief Financial Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*
	32.1*			Certification of Chief Executive Officer, Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*
	32.2*			Certification of Chief Financial Officer, Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*
	101.INS*			XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*
	101.SCH*			XBRL Taxonomy Extension Schema Document.

101.CAL*
	101.CAL*			XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*
	101.DEF*			XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*
	101.LAB*			XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*
	101.PRE*			XBRL Taxonomy Extension Presentation Linkbase Document.

*	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:~~
AMETEK, Inc.
(Registrant)

By:		/s/ T~~HOMAS~~ Thomas M. M~~ONTGOMERY~~ Montgomery
		Thomas M. Montgomery
		Senior Vice President – Comptroller
		(Principal Accounting Officer)

~~November~~

August 2, ~~2018~~

2019


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2018			2017			2018			2017
Net sales	$	1,192,962		$	1,084,799		$	3,574,544		$	3,157,085

Cost of sales		782,994			722,127			2,351,042			2,091,720
Selling, general and administrative		144,702			132,634			429,982			388,331

Total operating expenses		927,696			854,761			2,781,024			2,480,051

Operating income		265,266			230,038			793,520			677,034
Interest expense		(19,391	)		(24,709	)		(61,861	)		(73,777	)
Other expense, net		(945	)		(902	)		(2,684	)		(4,053	)

Income before income taxes		244,930			204,427			728,975			599,204
Provision for income taxes		53,717			50,896			162,562			156,266

Net income	$	191,213		$	153,531		$	566,413		$	442,938

Basic earnings per share	$	0.83		$	0.67		$	2.45		$	1.93

Diluted earnings per share	$	0.82		$	0.66		$	2.43		$	1.91

Weighted average common shares outstanding:
Basic shares		231,502			230,439			231,227			230,049

Diluted shares		233,250			232,253			233,171			231,615

Dividends declared and paid per share	$	0.14		$	0.09		$	0.42		$	0.27


	Nine Months Ended
	September 30, 2018
	Contract Assets			Customer Advanced Payments
	(In thousands)
Balance at September 30, 2018	$	60,037		$	(145,247	)
Revenues recognized during the period from:
Amounts in Customer advanced payments					290,010
Performance obligations satisfied		183,930
Transferred to Receivables from contract assets at the beginning of the period		(166,391	)
Increase related to acquired businesses		9,679			(840	)
Increase due to cash received					(320,030	)


	September 30, 2018		December 31, 2017
	Fair Value		Fair Value
	(In thousands)
Fixed-income investments	$	7,880	$	8,060


Property, plant and equipment	$	15.2
Goodwill		172.2
Other intangible assets		182.9
Long-term liabilities		(0.9	)
Deferred income taxes		(38.4	)
Net working capital and other⁽¹⁾		45.2

Total cash paid	$	376.2


	EIG			EMG			Total
	(In millions)
Balance at December 31, 2017	$	2,077.0		$	1,038.6		$	3,115.6
Goodwill acquired		62.4			109.8			172.2
Purchase price allocation adjustments and other		(1.6	)		—			(1.6	)
Foreign currency translation adjustments		(11.0	)		(11.5	)		(22.5	)

Balance at September 30, 2018	$	2,126.8		$	1,136.9		$	3,263.7


Balance at December 31, 2017	$	60.3
Additions for tax positions		26.7
Reductions for tax positions		(16.1	)

Balance at September 30, 2018	$	70.9


	Nine Months Ended			Year Ended
	September 30, 2018			December 31, 2017
Expected volatility		17.3	%		18.0	%
Expected term (years)		5.0			5.0
Risk-free interest rate		2.81	%		1.94	%
Expected dividend yield		0.76	%		0.60	%
Black-Scholes-Merton fair value per stock option granted	$	14.12		$	11.05


	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
	(In thousands)					(Years)		(In millions)
Outstanding at December 31, 2017		5,583		$	48.99
Granted		885			73.45
Exercised		(665	)		42.21
Forfeited		(119	)		56.17

Outstanding at September 30, 2018		5,684		$	53.44		4.5	$	146.0

Exercisable at September 30, 2018		3,168		$	47.17		2.9	$	101.2


	Shares			Weighted Average Grant Date Fair Value
	(In thousands)
Nonvested restricted stock outstanding at December 31, 2017		932		$	53.53
Granted		232			73.64
Vested		(214	)		52.75
Forfeited		(49	)		55.05

Nonvested restricted stock outstanding at September 30, 2018		901		$	58.86


	Fourth Quarter of 2016 Restructuring			Fourth Quarter of 2015 Restructuring
Balance at December 31, 2017	$	12.8		$	6.7
Utilization		(4.6	)		(0.6	)
Foreign currency translation adjustments and other		—			(0.6	)

Balance at September 30, 2018	$	8.2		$	5.5


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, 2018 to July 31, 2018		93	$	72.71		93	$	364,714,150
August 1, 2018 to August 31, 2018		276		76.19		276		364,693,122
September 1, 2018 to September 30, 2018		—		—		—		364,693,122

Total		369		75.31		369