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, ~~2017~~

2019

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

For the transition period from
to

Commission File Number

1-12981

AMETEK, Inc.

(Exact name of registrant as specified in its charter)


Delaware		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 ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation

S-T (§

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes

☒

☐

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) ☒~~filer

☒

Accelerated filer ☐

☐

~~Non-accelerated filer ☐~~

Non-accelerated

filer

☐

Smaller reporting company ☐

☐

Emerging growth company ☐

~~(Do not check if a smaller reporting 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 24, 2017~~July 25, 2019 was ~~231,117,205~~228,345,814 shares.

~~AMETEK, Inc.~~

~~Form10-Q~~

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,
   2017 2016 2017 2016
Net sales
   $ 1,084,799 $ 945,030 $ 3,157,085 $ 2,867,134


Operating expenses:

Cost of sales
   719,718 630,744 2,084,392 1,894,136
Selling, general and administrative
   132,250 113,170 387,179 344,323


Total operating expenses
   851,968 743,914 2,471,571 2,238,459


Operating income
   232,831 201,116 685,514 628,675
Other expenses:

Interest expense
   (24,709 ) (23,609 ) (73,777 ) (70,716 )
Other, net
   (3,695 ) (3,259 ) (12,533 ) (10,108 )


Income before income taxes
   204,427 174,248 599,204 547,851
Provision for income taxes
   50,896 43,561 156,266 144,801


Net income
   $ 153,531 $ 130,687 $ 442,938 $ 403,050


Basic earnings per share
   $ 0.67 $ 0.56 $ 1.93 $ 1.73


Diluted earnings per share
   $ 0.66 $ 0.56 $ 1.91 $ 1.72


Weighted average common shares outstanding:

Basic shares
   230,439 231,894 230,049 233,387


Diluted shares
   232,253 232,721 231,615 234,576


Dividends declared and paid per share
   $ 0.09 $ 0.09 $ 0.27 $ 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.

AMETEK, Inc.

Consolidated Balance Sheet

(In thousands)

   September 30,
2017 December 31,
2016
   (Unaudited)
ASSETS

Current assets:

Cash and cash equivalents
   $ 736,415 $ 717,259
Receivables, net
   640,815 592,326
Inventories, net
   546,876 492,104
Deferred income taxes
   —   50,004
Other current assets
   100,377 76,497


Total current assets
   2,024,483 1,928,190
Property, plant and equipment, net
   494,973 473,230
Goodwill
   3,138,742 2,818,950
Other intangibles, net
   1,965,973 1,734,021
Investments and other assets
   159,130 146,283


Total assets
   $ 7,783,301 $ 7,100,674


LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Short-term borrowings and current portion of long-term debt, net
   $ 509,567 $ 278,921
Accounts payable
   409,357 369,537
Income taxes payable
   47,604 29,913
Accrued liabilities
   303,813 246,070


Total current liabilities
   1,270,341 924,441
Long-term debt, net
   1,920,879 2,062,644
Deferred income taxes
   608,971 621,776
Other long-term liabilities
   216,955 235,300


Total liabilities
   4,017,146 3,844,161


Stockholders’ equity:

Common stock
   2,630 2,615
Capital in excess of par value
   649,807 604,143
Retained earnings
   4,784,618 4,403,683
Accumulated other comprehensive loss
   (462,662 ) (542,389 )
Treasury stock
   (1,208,238 ) (1,211,539 )


Total stockholders’ equity
   3,766,155 3,256,513


Total liabilities and stockholders’ equity
   $ 7,783,301 $ 7,100,674


	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.

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.

AMETEK, Inc.

Condensed Consolidated Statement of Cash Flows

(In thousands)

(Unaudited)

   Nine Months Ended
   September 30,
   2017 2016
Cash provided by (used for):

Operating activities:

Net income
   $ 442,938 $ 403,050
Adjustments to reconcile net income to total operating activities:

Depreciation and amortization
   131,005 122,968
Deferred income taxes
   20,492 (2,638 )
Share-based compensation expense
   19,689 16,393
Gain on sale of facility
   (1,133 ) —
Net change in assets and liabilities, net of acquisitions
   19,221 (27,428 )
Pension contribution
   (52,493 ) (3,003 )
Other, net
   675 175


Total operating activities
   580,394 509,517


Investing activities:

Additions to property, plant and equipment
   (45,630 ) (40,497 )
Purchases of businesses, net of cash acquired
   (518,634 ) (359,976 )
Proceeds from sale of facility
   2,239 —
Other, net
   (400 ) 500


Total investing activities
   (562,425 ) (399,973 )


Financing activities:

Net change in short-term borrowings
   (9,601 ) 237,100
Repurchases of common stock
   (6,730 ) (236,078 )
Cash dividends paid
   (62,003 ) (62,705 )
Excess tax benefits from share-based payments
   —   5,061
Proceeds from employee stock plans and other, net
   35,345 15,234


Total financing activities
   (42,989 ) (41,388 )


Effect of exchange rate changes on cash and cash equivalents
   44,176 (3,692 )


Increase in cash and cash equivalents
   19,156 64,464
Cash and cash equivalents:

Beginning of period
   717,259 381,005


End of period
   $ 736,415 $ 445,469


	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.

AMETEK, Inc.

Notes to Consolidated Financial Statements

~~September~~

June 30, ~~2017~~

2019

(Unaudited)

1.	Basis of Presentation

The accompanying consolidated financial statements are unaudited. AMETEK, Inc. (the “Company”) believes that all adjustments (which primarily consist of normal recurring accruals) necessary for a fair presentation of the consolidated financial position of the Company at ~~September~~June 30, ~~2017,~~2019, the consolidated results of its operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018 and its cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~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, ~~2016~~2018 as filed with the U.S. Securities and Exchange Commission.

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

2016-02

(Topic 842),

Leases

(“ASU

2016-02”)

using the effective date transition method. Amounts and disclosures set forth in this Form

10-Q

reflect this change.

2.	Recent Accounting Pronouncements

~~In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)No. 2014-09,~~~~Revenue from Contracts with Customers~~~~(“ASU 2014-09”)~~ ~~and modified the standard thereafter. 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 will supersede most of the existing revenue recognition guidance. The core principle of~~ASU 2014-09~~ is that an entity recognizes revenue at the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.~~ASU 2014-09~~ ~~applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification.~~

~~ASU 2014-09~~ is effective for interim and annual reporting periods beginning after December 15, 2017 and may be early adopted for interim and annual reporting periods beginning after December 15, 2016. The Company will adopt~~ASU 2014-09~~ as of January 1, 2018. The guidance permits adoption by retrospectively applying the guidance to each prior reporting period presented (full retrospective method) or prospectively applying the guidance and providing additional disclosures comparing results to previous guidance, with the cumulative effect of initially applying the guidance recognized in beginning retained earnings at the date of initial application (modified retrospective method). The Company expects to use the modified retrospective method of adoption.

~~ASU 2014-09~~ is primarily expected to impact the Company’s revenue recognition procedures by requiring recognition of certain revenues to move from upon shipment or delivery to over-time. The recording of certain revenues over-time is not expected to have a material impact on the Company’s consolidated results of operations or financial position. Also, the Company is developing the additional expanded disclosures required. The Company is in the process of implementing the appropriate changes to business processes and controls to support recognition and disclosure under~~ASU 2014-09.~~ ~~The Company does not currently expect the adoption ofASU 2014-09~~ ~~to have a material impact on its consolidated results of operations, financial position and cash flows.~~

~~In July 2015, the FASB issuedASU No. 2015-11,~~~~Simplifying the Measurement of Inventory~~~~(“ASU 2015-11”),~~ ~~which applies to inventory that is measured usingfirst-in,first-out~~ (“FIFO”) or average cost. As prescribed in this update, an entity should measure inventory that is within scope at the lower of cost and net realizable value, which is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Subsequent measurement is unchanged for inventory that is measured using~~last-in,first-out~~ ~~(“LIFO”). The Company prospectively adoptedASU 2015-11~~ ~~effective January 1, 2017 and the adoption did not have a significant impact on the Company’s consolidated results of operations, financial position or cash flows.~~

~~AMETEK, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~September 30, 2017~~

~~(Unaudited)~~

~~In November 2015, the FASB issuedASU No. 2015-17,~~~~Balance Sheet Classification of Deferred Taxes~~~~(“ASU 2015-17”).ASU 2015-17~~ ~~simplifies the presentation of deferred taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the consolidated balance sheet. The Company prospectively adoptedASU 2015-17~~ effective January 1, 2017 and the adoption did not have a significant impact on the Company’s consolidated results of operations, financial position or cash flows. The December 31, 2016 consolidated balance sheet was not adjusted for the adoption of~~ASU 2015-17.~~

In February 2016, the FASB issuedASU No.

2016-02

Leases(“ (ASC 842). In July 2018, the FASB issued ASU ~~2016-02”).~~ ~~The~~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 (Topic 842) - Targeted Improvements” (ASU

2018-11),

which addressed implementation issues related to the new 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. 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 such periods.

The Company has elected certain practical expedients permitted under the 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 Company not reassessing prior conclusions under ASC 840 related to lease identification, lease classification and initial direct costs for expired and existing leases prior to January 1, 2019. The Company did not elect the practical expedient to not record short-term leases on its consolidated balance sheet. The adoption of ASU

2016-02

did not have a significant impact on the Company’s consolidated results of operations or cash flows. Upon adoption, the Company recognized a ROU asset and lease liability of $192.4 million and $198.6 million, respectively. See Note 8.

In February 2018, the FASB issued ASU ~~2016-02~~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 comprehensive income (loss) to retained earnings for stranded tax effects resulting from the Tax Act’s reduction of the U.S federal corporate income tax rate. ASU

2018-02

is effective for ~~interim and~~all entities for annual reporting periods beginning after December 15, ~~2018.ASU 2016-02~~2018, with early adoption permitted, and is to be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal income tax rate in the Tax Act is recognized. The Company adopted ~~using~~ASU

2018-02

on January 1, 2019, and upon adoption, the Company did not elect to reclassify the stranded income tax effects of the Tax Act from accumulated other comprehensive income to retained earnings.

In August 2018, the FASB issued ASU 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

AMETEK, Inc.

Notes to Consolidated Financial Statements

June 30, 2019

(Unaudited)

eliminate (1) “at a ~~modified retrospective approach~~minimum” from the phrase “an entity shall disclose at a minimum” and ~~early~~(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. The Company has not determined the impact ASU

2018-13

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

In August 2018, the FASB issued ASU ~~2016-02~~No.

2018-14,

Compensation – Retirement Benefits – Defined Benefit 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 impact ASU

2018-14

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

In August 2018, the FASB issued ASU No.

2018-15,

Intangibles – Goodwill and 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 – 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 impact ASU

2018-15

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

~~In March 2016,~~

Revenues

The Company adopted ASC 606 as of January 1, 2018 using the ~~FASB issuedASU No. 2016-09,~~~~Improvements to Employee Share-Based Payment Accounting~~~~(“ASU 2016-09”).ASU 2016-09~~ ~~includes changes~~modified retrospective method. The cumulative adjustment made to the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The Company prospectively adopted~~ASU 2016-09~~ ~~effective~~ January 1, ~~2017.~~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.

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


	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 ~~three and nine~~six months ended ~~September~~June 30, ~~2017,~~2019 and 2018, the Company ~~recorded a tax benefit~~recognized revenue of ~~$2.5~~ $

110.3

million and ~~$11.4~~$89.1 million, respectively, ~~within Provision for income taxes related to~~that was previously included in the ~~tax effects~~beginning balance of ~~share-based payment transactions. Prior to adoption, this amount would have been recorded~~contract liabilities.

Contract assets are reported as a component of Capital in excess of par value. The adoption of this standard could create volatility in the Company’s effective tax rate going forward. The Company elected not to change its accounting policy with respect to the estimation of forfeitures. The Company no longer reclassifies the excess tax benefits from share-based payments from operating activities to financing activitiesOther current assets in the consolidated ~~statement~~balance sheet. At June 30, 2019 and December 31, 2018, $10.8 million and $8.9 million of ~~cash flows. For the three and nine months ended September 30, 2017, the Company excluded the excess tax benefits from the assumed proceeds available to repurchase shares~~Customer advanced payments (contract liabilities), respectively, were recorded in Other long-term liabilities in the ~~computation~~consolidated balance sheets.

AMETEK, Inc.

Notes to Consolidated Financial Statements

~~September~~

June 30, ~~2017~~

2019

(Unaudited)

~~In March 2017,~~

Applying the ~~FASB issuedASU No. 2017-07,~~~~Improving~~practical expedient available under ASC 606, the ~~Presentation~~remaining performance
obligations exceeding one year as of June 30, 2019 and December 31, 2018 were $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 the balance sheet date, for which the performance obligation is unsatisfied or partially unsatisfied. These performance obligations will be substantially satisfied within
two
to three years.

Geographic Areas

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

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

AMETEK, Inc.

Notes to Consolidated Financial Statements

June 30, 2019

(Unaudited)

Changes in the accrued product warranty obligation were as ~~other employee compensation costs. All other components of the net periodic benefit cost will be presented outside of operating income.ASU 2017-07~~ ~~is effective for interim and annual reporting periods beginning after December 15, 2017 and early adoption is permitted. The Company has not determined the impactASU 2017-07~~ ~~may have on the Company’s consolidated results of operations, financial position or cash flows.~~

~~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.ASU 2017-09~~ ~~is effective for interim and annual reporting periods beginning after December 15, 2017 and early adoption is permitted. The Company does not expect the adoption ofASU 2017-09~~ ~~to have a significant impact on the Company’s consolidated results of operations, financial position or cash flows.~~

follows:


	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

3.4.	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,
   2017    2016    2017    2016
   (In thousands)
Weighted average shares:

Basic shares
   230,439    231,894    230,049    233,387
Equity-based compensation plans
   1,814    827    1,566    1,189








Diluted shares
   232,253    232,721    231,615    234,576

~~AMETEK, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~September 30, 2017~~

~~(Unaudited)~~

4.	~~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, 2017 September 30, 2016
   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
   $ (294,922 ) $ (199,376 ) $ (494,298 ) $ (271,501 ) $ (151,808 ) $ (423,309 )


Other comprehensive income (loss) before reclassifications:

Translation adjustments
   37,642 —   37,642 (10,441 ) —   (10,441 )
Change in long-term intercompany notes
   12,035 —   12,035 3,063 —   3,063
Net investment hedge instruments
   (32,422 ) —   (32,422 ) (1,212 ) —   (1,212 )
Gross amounts reclassified from accumulated other comprehensive income (loss)
   —   3,512 3,512 —   2,484 2,484
Income tax benefit (expense)
   12,190 (1,321 ) 10,869 423 (869 ) (446 )


Other comprehensive income (loss), net of tax
   29,445 2,191 31,636 (8,167 ) 1,615 (6,552 )


Balance at the end of the period
   $ (265,477 ) $ (197,185 ) $ (462,662 ) $ (279,668 ) $ (150,193 ) $ (429,861 )


   Nine Months Ended Nine Months Ended
   September 30, 2017 September 30, 2016
   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
   $ (338,631 ) $ (203,758 ) $ (542,389 ) $ (250,593 ) $ (155,038 ) $ (405,631 )


Other comprehensive income (loss) before reclassifications:

Translation adjustments
   101,846 —   101,846 (26,581 ) —   (26,581 )
Change in long-term intercompany notes
   30,727 —   30,727 6,862 —   6,862
Net investment hedge instruments
   (95,311 ) —   (95,311 ) (14,393 ) —   (14,393 )
Gross amounts reclassified from accumulated other comprehensive income (loss)
   —   10,536 10,536 —   7,452 7,452
Income tax benefit (expense)
   35,892 (3,963 ) 31,929 5,037 (2,607 ) 2,430


Other comprehensive income (loss), net of tax
   73,154 6,573 79,727 (29,075 ) 4,845 (24,230 )


Balance at the end of the period
   $ (265,477 ) $ (197,185 ) $ (462,662 ) $ (279,668 ) $ (150,193 ) $ (429,861 )

~~Reclassifications for the amortization of defined benefit pension plans are included in Cost of sales in the consolidated statement of income. See Note 12 for further details.~~

~~AMETEK, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~September 30, 2017~~

~~(Unaudited)~~


	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.	Fair Value Measurements

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

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

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, ~~as of September 30, 2017 and December 31, 2016,~~ consistent with the fair value ~~hierarchy:~~

   September 30, 2017    December 31, 2016
   Fair Value    Fair Value
   (In thousands)
Fixed-income investments
   $ 7,896    $ 7,317

hierarchy, at June 30, 2019 and December 31, 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 on the consolidated balance sheet.

For the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~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, ~~2017~~2019 and ~~2016.~~

2018.

Financial Instruments

Cash, cash equivalents and fixed-income investments are recorded at fair value at ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016~~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, ~~2017~~2019 and December 31, ~~2016:~~

September 30, 2017 December 31, 2016
Recorded
Amount Fair Value Recorded
Amount Fair Value
(In thousands)
Short-term borrowings, net
$ — $ — $ — $ —
Long-term debt, net (including current portion)
(2,430,446 ) (2,456,920 ) (2,341,565 ) (2,386,901 )

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.

~~AMETEK, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~September~~

Foreign Currency

At June 30, ~~2017~~

~~(Unaudited)~~

2019, the Company had

forward contracts outstanding. For the six months ended June 30, 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 hedges.

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, ~~2017,~~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.

AMETEK, Inc.

Notes to Consolidated Financial Statements

June 30, 2019

(Unaudited)

At ~~September~~June 30, ~~2017,~~2019, the Company had ~~$408.7~~$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, ~~2017,~~2019, the Company had ~~$590.7~~$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~~ British-pound- and Euro-denominated loans being designated and 100% effective as net investment hedges, ~~$95.3~~$5.5 million of

pre-tax

currency remeasurement ~~losses~~gains have been included in the foreign currency translation component of other comprehensive income for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~

2019.

7.	Inventories, net

   September 30,    December 31,
   2017    2016
   (In thousands)
Finished goods and parts
   $ 79,897    $ 75,827
Work in process
   118,979    101,484
Raw materials and purchased parts
   348,000    314,793




Total inventories, net
   $ 546,876    $ 492,104

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 determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of 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 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 the lease plus any additional periods covered by either a Company option to 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 lease renewals have been excluded from the lease term (and lease liability) for the majority of the 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 lease term as the reasonably certain threshold is met due to 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.

AMETEK, Inc.

Notes to Consolidated Financial Statements

~~September~~

June 30, ~~2017~~

2019

(Unaudited)

8.	~~Acquisitions~~

The Company ~~spent $518.6 million in cash, net of cash acquired, to acquireRauland-Borg~~ ~~Corporation (“Rauland”) in February 2017~~has commitments under operating leases for certain facilities, vehicles and MOCON, Inc. in June 2017. The Rauland acquisition includes a potential $30 million contingent payment due upon the achievement of certain milestones as described further below. Rauland is a global provider of enterprise clinical and education communications solutions for hospitals, healthcare systems and educational facilities. MOCON is a provider of laboratory and field gas analysis instrumentation to research laboratories, production facilities and quality control departments in food and beverage, pharmaceutical and industrial applications. Rauland and MOCON are part of AMETEK’s Electronic Instruments Group.

~~The following table represents the preliminary allocation of the aggregate purchase price for the net assets of the 2017 acquisitions based on their estimated fair values at acquisition (in millions):~~

Property, plant and equipment
   $ 21.5
Goodwill
   256.4
Other intangible assets
   269.5
Long-term liabilities
   (10.6 )
Deferred income taxes
   (27.2 )
Net working capital and other⁽¹⁾
   34.5


Total purchase price
   544.1
Less: Contingent payment liability
   (25.5 )


Total cash paid
   $ 518.6

~~(1)~~

~~Includes $30.7 million in accounts receivable, whose fair value, contractual cash flows and expected cash flows are approximately equal.~~

The amount allocated to goodwill is reflective of the benefits the Company expects to realize from the 2017 acquisitions as follows: Rauland provides the Company with attractive new growth opportunities within the medical technology market, strong growth opportunitiesequipment used in its ~~core markets~~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 incremental growth opportunities through acquisitions and international expansion. MOCON’s products and technologies complement the Company’s existing gas analysis instrumentation business and provides it with opportunitiesother information related to ~~expand into the growing food and pharmaceutical package testing market.~~ 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 ~~expects approximately $146 million of the goodwill recorded in connection with the 2017 acquisitions will be tax deductible in future years.~~

~~At September 30, 2017, purchase price allocated to other intangible assets of $269.5 million consists of $53.6 million of indefinite-lived intangible trade names,~~does not have any leases that have not yet commenced which are ~~not subject~~significant.

AMETEK, Inc.

Notes to ~~amortization.~~ Consolidated Financial Statements

June 30, 2019

(Unaudited)

Goodwill

The ~~remaining $215.9 million~~changes in the carrying amounts of other intangible assets consists of $162.0 million of customer relationships, which are being amortized over a period of 18 years and $53.9 million of purchased technology, which is being amortized over a period of 18 years. Amortization expense for each of the next five years for the 2017 acquisitions is expected to approximate $12 million per year.

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 ~~2017~~fourth quarter of 2018 acquisitions of Forza, Telular and Spectro Scientific including inventory, property, plant and equipment, goodwill, trade names, customer relationships ~~trade names,~~and purchased technology and the accounting for income ~~taxes and certainlong-term~~ ~~liabilities.~~

The above mentioned contingent payment is based on Rauland achieving a certain cumulative revenue target over the period October 1, 2016 to September 30, 2018. If Rauland achieves the target, the $30 million contingent payment will be made; however, if the target is not achieved, no payment will be made. 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, 2017, there was no change to the estimated fair value of the contingent payment liability.

The 2017 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, 2017. Had the 2017 acquisitions been made at the beginning of 2017 or 2016, unaudited pro forma net sales, net income and diluted earnings per share for the three and nine months ended September 30, 2017 and 2016, respectively, would not have been materially different than the amounts reported.

~~AMETEK, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~September 30, 2017~~

~~(Unaudited)~~

9.	~~Goodwill~~

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

   Electronic
Instruments
Group    Electro-
mechanical
Group    Total
   (In millions)
Balance at December 31, 2016
   $ 1,817.0    $ 1,002.0    $ 2,819.0
Goodwill acquired
   256.4    —      256.4
Purchase price allocation adjustments and other
   0.1    0.6    0.7
Foreign currency translation adjustments
   31.2    31.4    62.6






Balance at September 30, 2017
   $ 2,104.7    $ 1,034.0    $ 3,138.7

taxes.

10.	Income Taxes

At ~~September~~June 30, ~~2017,~~2019, the Company had gross unrecognized tax benefits of ~~$58.5~~$128.6 million, of which ~~$49.0~~$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, 2016
   $ 57.9
Additions for tax positions
   8.7
Reductions for tax positions
   (8.1 )


Balance at September 30, 2017
   $ 58.5


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, ~~2017~~2019 and ~~2016~~2018 were not significant.

The effective tax rate for the three months ended June 30, 2019 was 20.4%, compared with 21.9% for the three months ended June 30, 2018. The effective tax rate for the six months ended June 30, 2019 was 20.4%, compared with 22.5% for the six months ended June 30, 2018. Both comparative quarters effective tax rates include the impact of the 2017 U.S. Tax Cuts and Jobs Act (the “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. The lower rates for 2019 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.

11.

Debt

In December 2018, the Company completed a 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 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. The proceeds from the 2018 Private Placement were used to pay down domestic borrowings under the Company’s revolving credit facility.

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

. 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

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 to non-employee directors generally vests

two years

In March 2019, the Company granted PRSUs to officers and certain key management-level employees an aggregate target award of approximately 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, 2019 through December 31, 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, 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 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, 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,
   2017    2016    2017    2016
   (In thousands)
Stock option expense
   $ 2,482    $ 2,311    $ 7,449    $ 7,634
Restricted stock expense
   3,094    3,047    12,240    8,759








Totalpre-tax expense
   $ 5,576    $ 5,358    $ 19,689    $ 16,393


	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 30, 2017 includes a second quarter~~

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, 2016
   6,011    $ 42.25
Granted
   1,331    60.32
Exercised
   (1,388 )    30.96
Forfeited
   (180 )    52.17
Expired
   (8 )    52.10



Outstanding at September 30, 2017
   5,766    $ 48.81    4.4    $ 99.3








Exercisable at September 30, 2017
   3,010    $ 43.74    3.1    $ 67.1


	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, ~~2017~~2019 was ~~$37.4~~$46.1 million. The total fair value of stock options vested during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 was ~~$12.4~~$11.7 million. As of ~~September~~June 30, ~~2017,~~2019, there was approximately ~~$24~~$25.7 million of expected future

pre-tax

compensation expense related to the ~~2.8~~

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, 2016
   1,019    $ 48.59
Granted
   335    60.24
Vested
   (317 )    47.41
Forfeited
   (66 )    51.33



Nonvested restricted stock outstanding at September 30, 2017
   971    $ 53.32

~~AMETEK, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~September 30, 2017~~

~~(Unaudited)~~


	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, ~~2017~~2019 was ~~$15.0~~$15.5 million. As of ~~September~~June 30, ~~2017,~~2019, there was approximately ~~$32~~$33.8 million of expected future

pre-tax

compensation expense related to the ~~1.0~~0.8 million nonvested restricted shares outstanding, which is expected to be recognized over a weighted average period of approximately

two ~~years.~~

years

~~12.~~13.

Retirement and Pension Plans

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

   Three Months Ended
September 30,    Nine Months Ended
September 30,
   2017    2016    2017    2016
   (In thousands)
Defined benefit plans:

Service cost
   $ 1,919    $ 1,628    $ 5,657    $ 4,956
Interest cost
   6,904    7,448    20,566    22,688
Expected return on plan assets
   (13,343 )    (12,693 )    (39,884 )    (38,639 )
Amortization of net actuarial loss and other
   3,512    2,484    10,536    7,452








Pension income
   (1,008 )    (1,133 )    (3,125 )    (3,543 )








Other plans:

Defined contribution plans
   5,830    5,660    18,788    18,537
Foreign plans and other
   1,435    1,525    4,323    4,203








Total other plans
   7,265    7,185    23,111    22,740








Total net pension expense
   $ 6,257    $ 6,052    $ 19,986    $ 19,197


	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, ~~2017~~2019 and ~~2016,~~2018, contributions to the Company’s defined benefit pension plans were ~~$52.5~~$

1.5

million and ~~$3.0~~$

1.4

million, respectively. The Company’s current estimate of ~~2017~~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, ~~2016.~~

~~13.~~

~~Product Warranties~~

~~The Company provides limited warranties in connection with the sale~~2018.

AMETEK, Inc.

Notes to Consolidated Financial Statements

~~September~~

June 30, ~~2017~~

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, ~~2017,~~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, ~~2017~~2019 and December 31, ~~2016~~2018 were ~~$27.8~~$28.1 million and ~~$28.4~~$27.8 million, respectively, for both

non-owned

and owned sites. For the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, the Company recorded ~~$3.5~~$3.3 million in ~~reserves and the reserve increased $0.3 million due to foreign currency translation.~~reserves. Additionally, the Company spent ~~$4.4~~$3.0 million on environmental matters for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2019. The Company’s reserves for environmental liabilities at ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016 include~~2018 included reserves of ~~$11.9~~$9.3 million and ~~$12.4~~$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, ~~2017,~~2019, the Company had ~~$12.0~~$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.

AMETEK, Inc.

Notes to Consolidated Financial Statements

~~September~~

June 30, ~~2017~~

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. ~~Given the state of uncertainty inherent in these litigations, the Company does not believe it is possible to develop estimates of reasonably possible loss in regard to these matters.~~ 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.

~~15.~~

~~Reportable Segments~~

~~The Company has two reportable segments, Electronic Instruments Group (“EIG”) and Electromechanical Group (“EMG”). The Company’s operating segments are identified based on the existence~~

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

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

   Three Months Ended
September 30,    Nine Months Ended
September 30,
   2017    2016    2017    2016
   (In thousands)
Net sales⁽¹⁾:

Electronic Instruments
   $ 671,606    $ 579,298    $ 1,949,038    $ 1,744,246
Electromechanical
   413,193    365,732    1,208,047    1,122,888








Consolidated net sales
   $ 1,084,799    $ 945,030    $ 3,157,085    $ 2,867,134








Operating income and income before income taxes:

Segment operating income⁽²⁾:

Electronic Instruments
   $ 164,448    $ 142,695    $ 486,385    $ 436,642
Electromechanical
   84,059    71,439    248,968    231,181








Total segment operating income
   248,507    214,134    735,353    667,823
Corporate administrative and other expenses
   (15,676 )    (13,018 )    (49,839 )    (39,148 )








Consolidated operating income
   232,831    201,116    685,514    628,675
Interest and other expenses, net
   (28,404 )    (26,868 )    (86,310 )    (80,824 )








Consolidated income before income taxes
   $ 204,427    $ 174,248    $ 599,204    $ 547,851

~~(1)~~

~~After elimination of intra- and intersegment sales, which are not significant in amount.~~

~~(2)~~

Segment operating income represents net sales less all direct costs and expenses (including certain administrative and other expenses) applicable to each segment, but does not include interest expense.


	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, ~~2017,~~2019, the Company posted record sales and operating income, as well as strong orders, backlog, operating income margins, net income, diluted earnings per share ~~and strong orders, operating income, net income~~ and operating cash flow. The Company achieved these results from organic sales growth in both ~~the Electronic Instruments Group (“EIG”)~~EIG and ~~Electromechanical Group (“EMG”),~~EMG, contributions from the 2018 acquisitions of ~~MOCON, Inc.~~Spectro Scientific Corporation in November 2018, Forza Silicon Corporation (“Forza) and Telular Corporation in October 2018 and Motec in June ~~2017,Rauland-Borg~~ ~~Corporation (“Rauland”) in February 2017 and Laserage Technology Corporation (“Laserage”) in October 2016,~~2018, as well as our Operational Excellence initiatives.

For 2019, the Company’s strong backlog, the full year impact of the 2018 acquisitions and continued focus on and implementation of Operational Excellence initiatives ~~including~~are expected to have a positive impact on the ~~2016 realignment actions.~~

remainder of the Company’s 2019 results.

Results of operations for the second quarter of 2019 compared with the second quarter of 2018

Net sales for the second quarter of 2019 were $1,289.4 million, an increase of $80.5 million or 6.7%, compared with net sales of $1,208.9 million for the second quarter of 2018. The increase in net sales for the second quarter of 2019 was due to 3% organic sales growth, a 5% increase from acquisitions and an unfavorable 1% effect of foreign currency translation.

Total international sales for the second quarter of 2019 were $613.0 million or 47.5% of net sales, an increase of $3.6 million or .6%, compared with international sales of $609.4 million or 50.4% of net sales for the second quarter of 2018. The $3.6 million increase in international sales was primarily driven from recent acquisitions. Both reportable segments of the Company ~~recorded realignment costs totaling $25.6~~maintain strong international sales presences in Europe and Asia.

Orders for the second quarter of 2019 were $1,278.1 million, an increase of $47.3 million or 3.8%, compared with $1,230.8 million for the second quarter of 2018. The increase in orders for the second quarter of 2019 was due to 3% increase from acquisitions and a favorable 1% effect of foreign currency translation.

Segment operating income for the second quarter of 2019 was $314.0 million, an increase of $25.9 million or 9.0%, compared with segment operating income of $288.1 million for the second quarter of 2018. Segment operating income, as a percentage of net sales, increased to 24.4% for the second quarter of 2019, compared with 23.8% for the second quarter of 2018. The increase in segment operating income and segment operating margins for the second quarter 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 second quarter of 2019 was $838.2 million or 65.0% of net sales, an increase of $47.0 million or 5.9%, compared with $791.2 million or 65.4% of net sales for the second quarter of 2018. Cost of sales increased primarily due to the increase in net sales noted above.

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

Consolidated operating income was $295.4 million or 22.9% of net sales for the second quarter of 2019, an increase of $25.3 million or 9.4%, compared with $270.1 million or 22.3% of net sales for the second quarter of 2018.

Interest expense was $21.5 million for the second quarter of 2019, an increase of $0.7 million or 3.4%, compared with $20.8 million for the second quarter 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 ~~2016 (the “2016 realignment costs”).~~ 2018.

The ~~restructuring actions primarily~~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 ~~$19.3 million in severance costs for~~share-based payment transactions as well as a ~~reduction in workforce and $6.2 million of asset write-downs in response to the impact~~partial release of a ~~weak global economy on certain of the Company’s businesses and the effects of a continued strong U.S. dollar.~~state related valuation allowance. See Note 1710 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report onForm ~~10-Q~~

10-Q.

Net income for ~~further details.~~

~~For 2017,~~ the ~~strengthening global economic environment~~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 ~~2016,~~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 ~~full year~~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 ~~2017 and 2016 acquisitions and continued focus on and implementation~~benefits of the Group’s Operational Excellence ~~initiatives, including~~initiatives.

EMG’s

net sales totaled $469.2 million for the ~~2016 realignment actions, are expected~~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 ~~have~~3% organic sales growth, partially offset by an unfavorable 2% effect of foreign currency translation.

EMG’s operating income was a ~~positive impact on~~record at $101.1 million for the ~~remainder~~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 ~~Company’s 2017 results.~~

~~Results~~Group’s Operational Excellence initiatives.

Results of operations for the ~~third quarter~~first six months of ~~2017~~2019 compared with the ~~third quarter~~first six months of ~~2016~~

2018

Net sales for the ~~third quarter~~first six months of ~~2017~~2019 were ~~$1,084.8~~$2,577.1 million, an increase of ~~$139.8~~$195.5 million or ~~14.8%~~8.2%, compared with net sales of ~~$945.0~~$2,381.6 million for the ~~third quarter~~first six months of ~~2016.~~2018. The increase in net sales for the ~~third quarter~~first six months of ~~2017~~2019 was due to ~~a 7% increase from acquisitions, 7%~~4% organic sales growth and ~~favorable 1%~~a 6% increase from acquisitions and an unfavorable 2% effect of foreign currency translation.

Total international sales for the ~~third quarter~~first six months of ~~2017~~2019 were ~~$546.2~~$1,236.5 million or ~~50.4%~~48.0% of net sales, an increase of ~~$47.2~~$14.4 million or ~~9.5%~~1.2%, compared with international sales of ~~$499.0~~$1,222.1 million or ~~52.8%~~51.3% of net sales for the ~~third quarter~~first six months of ~~2016.~~2018. The ~~$47.2 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 quarter~~first six months of ~~2017~~2019 were ~~$1,122.0~~$2,656.3 million, an increase of ~~$157.8~~$80.6 million or ~~16.4%~~3.1%, compared with ~~$964.2~~$2,575.7 million for the ~~third quarter~~first six months of ~~2016.~~2018. The increase in orders for the ~~third quarter~~first six months of ~~2017~~2019 was due to 9%2% organic order growth and a 6%2% increase from acquisitions, ~~and favorable 2%~~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 ~~third quarter~~first six months of ~~2017~~2019 was ~~$248.5~~$615.9 million, an increase of ~~$34.4~~$53.5 million or ~~16.1%~~9.5%, compared with segment operating income of ~~$214.1~~$562.4 million for the ~~third quarter~~first six months of ~~2016.~~2018. Segment operating income, as a percentage of net sales, increased to ~~22.9%~~23.9% for the ~~third quarter~~first six months of ~~2017,~~2019, compared with ~~22.7%~~23.6% for the ~~third quarter~~first six months of ~~2016.~~2018. The increase in segment operating income and segment operating margins for the ~~third quarter~~first six months of ~~2017~~2019 resulted primarily from the increase in net sales noted ~~above.~~

above, as well as the benefits of the Company’s Operational Excellence initiatives.

Cost of sales for the ~~third quarter~~first six months of ~~2017~~2019 was ~~$719.7~~$1,689.5 million or ~~66.3%~~65.6% of net sales, an increase of ~~$89.0~~$121.5 million or ~~14.1%~~7.7%, compared with ~~$630.7~~$1,568.0 million or ~~66.7%~~65.8% of net sales for the ~~third quarter~~first six months of ~~2016. The cost~~2018. Cost of sales increased primarily due to the increase ~~for the third quarter of 2017 was affected by the~~in net sales ~~increase~~ noted above.

Selling, general and administrative ~~(“SG&A”)~~ expenses for the ~~third quarter~~first six months of ~~2017~~2019 were ~~$132.3~~$309.0 million or ~~12.2%~~12.0% of net sales, an increase of ~~$19.1~~$23.7 million or ~~16.9%~~8.3%, compared with ~~$113.2~~$285.3 million or 12.0% of net sales for the ~~third quarter~~first six months of ~~2016. SG&A~~2018. Selling, general and administrative expenses increased primarily due to the ~~higher~~increase in net sales ~~mentioned~~noted above.

Consolidated operating income was ~~$232.8~~$578.7 million or ~~21.5%~~22.5% of net sales for the ~~third quarter~~first six months of ~~2017,~~2019, an increase of ~~$31.7~~$50.4 million or ~~15.8%~~9.5%, compared with ~~$201.1~~$528.3 million or ~~21.3%~~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 ~~2016.~~

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 ~~third quarter~~first six months of ~~2017~~2019 was ~~24.9%~~20.4%, compared with ~~25.0%~~22.5% for the ~~third quarter~~first six months of ~~2016.~~2018. The ~~effective tax rates~~lower rate for the third quarter of 2017 and 2016 reflect the impact of foreign earnings, which are taxed at lower rates, tax benefits related to international and state tax planning initiatives and the release of uncertain tax position liabilities relating to certain statute expirations. The third quarter of 2017 effective tax rate2019 mainly reflects ~~$2.5 million of~~higher year over year tax benefits related to share-based payment transactions ~~in accordance with the January 1, 2017 adoption~~as well as a partial release of~~ASU 2016-09.~~ a state related valuation allowance for carryforward interest deductions. See Note 210 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report onForm ~~10-Q~~ ~~for further details.~~

10-Q.

Net income for the ~~third quarter~~first six months of ~~2017~~2019 was ~~$153.5~~$419.8 million, an increase of ~~$22.8~~$44.6 million or ~~17.4%~~11.9%, compared with ~~$130.7~~$375.2 million for the ~~third quarter~~first six months of ~~2016.~~

2018.

Diluted earnings per share for the ~~third quarter~~first six months of ~~2017~~2019 were ~~$0.66,~~$1.83, an increase of ~~$0.10~~$0.22 or ~~17.9%~~13.7%, compared with ~~$0.56~~$1.61 per diluted share for the ~~third quarter~~first six months of ~~2016.~~

~~Results~~2018.

Segment Results

EIG’s ~~netsales~~

net

sales totaled ~~$671.6~~$1,627.2 million for the ~~third quarter~~first six months of ~~2017,~~2019, an increase of ~~$92.3~~$166.3 million or ~~15.9%~~11.4%, compared with ~~$579.3~~$1,460.9 million for the ~~third quarter~~first six months of ~~2016.~~2018. The net sales increase was due to ~~an 11%~~4% organic sales growth, a 9% increase from the ~~2017~~2018 acquisitions of ~~MOCON~~Motec, Spectro Scientific Corporation, Forza and ~~Rauland, and 5% organic sales growth. Foreign~~Telular Corporation, partially offset by an unfavorable 1% effect of foreign currency ~~translation was essentially flat period over period.~~

translation.

EIG’s operating income was ~~$164.4~~$416.0 million for the ~~third quarter~~first six months of ~~2017,~~2019, an increase of ~~$21.7~~$38.8 million or ~~15.2%~~10.3%, compared with ~~$142.7~~$377.2 million for the ~~third quarter~~first six months of ~~2016.~~2018. The increase in EIG’s operating income for the ~~third quarter~~first six months of ~~2017~~2019 was primarily due to the ~~higher~~increase in net sales ~~mentioned~~noted above. EIG’s operating margins were ~~24.5%~~25.6% of net sales for the ~~third quarter~~first six months of ~~2017,~~2019, compared with ~~24.6%~~25.8% of net sales for the ~~third quarter~~first six months of ~~2016. The decrease in~~2018. EIG’s operating margins for the ~~third quarter~~first six months of ~~2017 was driven by~~2019 declined primarily from the impact of lower margins on recent acquisitions, which had a 1.0% negative impact, partially offset by the ~~acquisitions noted above, which have lower operating margins than~~benefits of the Group’s ~~base businesses.~~

Operational Excellence initiatives.

EMG’s

net sales totaled ~~$413.2~~$949.9 million for the ~~third quarter~~first six months of ~~2017,~~2019, an increase of ~~$47.5~~$29.2 million or ~~13.0%~~3.2%, compared with ~~$365.7~~$920.7 million for the ~~third quarter~~first six months of ~~2016.~~2018. The net sales increase was due to ~~11%~~5% organic sales growth aand an unfavorable 2% ~~increase from the 2016 acquisition of Laserage and favorable 1%~~ effect of foreign currency translation.

EMG’s operating income was ~~$84.1~~$199.9 million for the ~~third quarter~~first six months of ~~2017,~~2019, an increase of ~~$12.7~~$14.6 million or ~~17.8%~~7.9%, compared with ~~$71.4~~$185.3 million for the ~~third quarter~~first six months of ~~2016.~~2018. EMG’s operating margins were ~~20.3%~~21.0% of net sales for the ~~third quarter~~first six months of ~~2017,~~2019, compared with ~~19.5%~~20.1% of net sales for the ~~third quarter~~first six months of ~~2016.~~2018. The increase in EMG’s operating income and operating margins for the ~~third quarter~~first six months of ~~2017~~2019 was primarily due to the ~~higher~~increase in net sales ~~mentioned~~noted above, as well as the benefits of the Group’s Operational Excellence initiatives.

~~Results of operations for the first nine months of 2017 compared with the first nine months of 2016~~

Net sales for the first nine months of 2017 were $3,157.1 million, an increase of $290.0 million or 10.1%, compared with net sales of $2,867.1 million for the first nine months of 2016. The increase in net sales for the first nine months of 2017 was due to a 6% increase from acquisitions and 5% organic sales growth, partially offset by an unfavorable 1% effect of foreign currency translation.

Total international sales for the first nine months of 2017 were $1,615.1 million or 51.2% of net sales, an increase of $110.4 million or 7.3%, compared with international sales of $1,504.7 million or 52.5% of net sales for the first nine months of 2016. The $110.4 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 2017 were $3,379.7 million, an increase of $503.2 million or 17.5%, compared with $2,876.5 million for the first nine months of 2016. The increase in orders for the first nine months of 2017 was due to 10% organic order growth, a 7% increase from acquisitions and favorable 1% effect of foreign currency translation. As a result, the Company’s backlog of unfilled orders was a record at September 30, 2017 of $1,379.2 million, an increase of $222.7 million or 19.3%, compared with $1,156.5 million at December 31, 2016.

Segment operating income for the first nine months of 2017 was $735.4 million, an increase of $67.6 million or 10.1%, compared with segment operating income of $667.8 million for the first nine months of 2016. Segment operating income, as a percentage of net sales, was 23.3% for both the first nine months of 2017 and 2016. The increase in segment operating income for the first nine months of 2017 resulted primarily from the increase in net sales noted above.

Cost of sales for the first nine months of 2017 was $2,084.4 million or 66.0% of net sales, an increase of $190.3 million or 10.0%, compared with $1,894.1 million or 66.1% of net sales for the first nine months of 2016. The cost of sales increase for the first nine months of 2017 was affected by the net sales increase noted above.

~~Results of Operations (continued)~~

SG&A expenses for the first nine months of 2017 were $387.2 million or 12.3% of net sales, an increase of $42.9 million or 12.5%, compared with $344.3 million or 12.0% of net sales for the first nine months of 2016. SG&A expenses increased primarily due to the higher sales mentioned above and a second quarter of 2017 $2.5 million equity-based compensation charge 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 $685.5 million or 21.7% of net sales for the first nine months of 2017, an increase of $56.8 million or 9.0%, compared with $628.7 million or 21.9% of net sales for the first nine months of 2016.

The effective tax rate for the first nine months of 2017 was 26.1%, compared with 26.4% for the first nine months of 2016. The effective tax rates for the first nine months of 2017 and 2016 reflect the impact of foreign earnings, which are taxed at lower rates, tax benefits related to international and state tax planning initiatives and the release of uncertain tax position liabilities relating to certain statute expirations. The first nine months of 2017 effective tax rate reflects $11.4 million of tax benefits related to share-based payment transactions in accordance with the January 1, 2017 adoption of~~ASU 2016-09.~~ ~~See Note 2 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report onForm 10-Q~~ ~~for further details.~~

~~Net income for the first nine months of 2017 was $442.9 million, an increase of $39.8 million or 9.9%, compared with $403.1 million for the first nine months of 2016.~~

~~Diluted earnings per share for the first nine months of 2017 were $1.91, an increase of $0.19 or 11.0%, compared with $1.72 per diluted share for the first nine months of 2016.~~

~~Segment Results~~

~~EIG’s~~ netsales totaled $1,949.0 million for the first nine months of 2017, an increase of $204.8 million or 11.7%, compared with $1,744.2 million for the first nine months of 2016. The net sales increase was due to a 9% increase from the 2017 acquisitions of MOCON and Rauland and 2016 acquisitions of HS Foils, Nu Instruments, Brookfield and ESP/SurgeX, and 4% organic sales growth. Foreign currency translation was essentially flat period over period.

EIG’s operating income was $486.4 million for the first nine months of 2017, an increase of $49.8 million or 11.4%, compared with $436.6 million for the first nine months of 2016. The increase in EIG’s operating income for the first nine months of 2017 was primarily due to the higher sales mentioned above, as well as the benefits of the Group’s Operational Excellence initiatives. EIG’s operating margins were 25.0% of net sales for both the first nine months of 2017 and 2016.

~~EMG’s~~ net sales totaled $1,208.0 million for the first nine months of 2017, an increase of $85.1 million or 7.6%, compared with $1,122.9 million for the first nine months of 2016. The net sales increase was due to 7% organic sales growth and a 2% increase from the 2016 acquisition of Laserage, partially offset by an unfavorable 1% effect of foreign currency translation.

EMG’s operating income was $249.0 million for the first nine months of 2017, an increase of $17.8 million or 7.7%, compared with $231.2 million for the first nine months of 2016. The increase in EMG’s operating income for the first nine months of 2017 was primarily due to the higher sales mentioned above, as well as the benefits of the Group’s Operational Excellence initiatives. EMG’s operating margins were 20.6% of net sales for both the first nine months of 2017 and 2016.

Financial Condition

Liquidity and Capital Resources

Cash provided by operating activities totaled ~~$580.4~~$442.6 million for the first ~~nine~~six months of ~~2017,~~2019, an increase of ~~$70.9~~$62.1 million or ~~13.9%~~16.3%, compared with ~~$509.5~~$380.5 million for the first ~~nine~~six months of ~~2016. For the first nine months of 2017,~~2018. The increase in cash provided by operating activities included a $50.1 million contribution to the Company’s defined benefit pension plans in the first quarter of 2017, with $40.0 million contributed to U.S. defined benefit pension plans and $10.1 million contributed to foreign defined benefit pension plans. Offsetting the defined benefit pension plan contributions for the first ~~nine~~six months of ~~2017~~2019 was primarily due to higher net ~~income and lower overall operating working capital levels driven by the Company’s continued focus on working capital management.~~

~~Free cash flow (cash flow provided by operating~~income.

Cash used for investing activities ~~less capital expenditures) was $534.8~~totaled $39.6 million for the first ~~nine~~six months of ~~2017,~~2019, compared with ~~$469.0~~$401.7 million for the first ~~nine~~six months of ~~2016. EBITDA~~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 June 30, 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 $1,965.3 million under its revolving credit facility, including the $500 million accordion feature.

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 $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) ~~was $802.6 million for~~and interest coverage ratios.

The proceeds from the ~~first nine months of 2017, compared with $740.8 million for~~fundings from the ~~first nine months of 2016. Free cash flow and EBITDA are presented because the Company is aware that they are measures~~2018 Private Placement were used ~~by third parties in evaluating the Company.~~

Cash used for investing activities totaled $562.4 million for the first nine months of 2017, compared with $400.0 million for the first nine months of 2016. 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. For the first nine months of 2016, the Company paid $360.0 million, net of cash acquired, to acquire HS Foils and Nu Instruments in July 2016, and Brookfield and ESP/SurgeX in January 2016. Additions to property, plant and equipment totaled $45.6 million for the first nine months of 2017, compared with $40.5 million for the first nine months of 2016.

Cash used for financing activities totaled $43.0 million for the first nine months of 2017, compared with $41.4 million for the first nine months of 2016. For the first nine months of 2017, short-termpay down domestic borrowings decreased $9.6 million, compared with an increase of $237.1 million for the first nine months of 2016. At September 30, 2017, the Company had available borrowing capacity of $1,110.5 million under its revolving credit facility, including the $300 million accordion feature.

For the first nine months of 2017, the Company repurchased approximately 112,000 shares of its common stock for $6.7 million, compared with $236.1 million used for repurchases of approximately 4,995,000 shares for the first nine months of 2016. At September 30, 2017, $368.9 million was available under the Company’s ~~Board of Directors authorization for future share repurchases.~~

At September 30, 2017, total debt, net was $2,430.4 million, compared with $2,341.6 million at December 31, 2016. In the fourth quarter of 2017, $270 million of 6.20% senior notes will mature and become payable. revolving credit facility.

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

debt-to-capital

ratio was ~~39.2%~~34.6% at ~~September~~June 30, ~~2017,~~2019, compared with ~~41.8%~~38.3% at December 31, ~~2016.~~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 ~~31.0%~~28.9% at ~~September~~June 30, ~~2017,~~2019, compared with ~~33.3%~~34.9% at December 31, ~~2016.~~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 six months of 2019 included cash dividends paid of $63.6 million, compared with $64.7 million for the first six months of 2018. Effective February 12, 2019, the Company’s Board of Directors approved an increase of $500 million in the authorization for the repurchase of the Company’s common stock. Proceeds from stock 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 ~~2017,~~2019, cash and cash equivalents at ~~September~~June 30, ~~2017~~2019 totaled ~~$736.4~~$567.9 million, compared with ~~$717.3~~$354.0 million at December 31, ~~2016.~~2018. At ~~September~~June 30, ~~2017,~~2019, the Company had ~~$648.8~~$320.0 million in cash outside the United States, compared with ~~$481.6~~$311.2 million at December 31, ~~2016.~~2018. The Company utilizes this cash to fund its international operations, as well as to acquire international businesses. The Company is in compliance with all covenants, including financial covenants, for all of its debt agreements. The Company believes it has sufficient cash-generating capabilities from domestic and unrestricted foreign sources, available credit facilities and access to long-term capital funds to enable it to meet its operating needs and contractual obligations in the foreseeable future.

Critical Accounting Policies

The Company’s critical accounting policies are detailed in Part II, Item 7 Management’s Discussion and Analysis of Financial Condition of its Annual Report on Form

10-K

for the year ended December 31, 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 on Form

10-K.

Revenue Recognition.

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 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.

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 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.

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, ~~2017:~~

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, 2017 to July 31, 2017
   20,306    $ 61.55    20,306    $ 368,870,746
August 1, 2017 to August 31, 2017
   106    61.58    106    368,864,218
September 1, 2017 to September 30, 2017
   —      —      —      368,864,218





Total
   20,412    61.55    20,412

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.


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

~~Item 1.~~	~~Financial Statements~~

Consolidated Statement of Income for the ~~three and nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018				2
Consolidated Statement of Comprehensive Income for the ~~three and nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018				3
Consolidated Balance Sheet at ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016~~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, ~~2017~~2019 and ~~2016~~2018				5
~~Notes to Consolidated Financial Statements~~				6

~~Item 2.~~ Notes to Consolidated Financial Statements		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			1921
Item 4.	Controls and Procedures			2427

PART II. OTHER INFORMATION

~~Item 2.~~
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			2528
Item 6.	Exhibits			2629

~~SIGNATURES~~				27
SIGNATURES				30


	Nine Months Ended			Year Ended
	September 30, 2017			December 31, 2016
Expected volatility		18.0	%		21.8	%
Expected term (years)		5.0			5.0
Risk-free interest rate		1.94	%		1.23	%
Expected dividend yield		0.60	%		0.77	%
Black-Scholes-Merton fair value per stock option granted	$	11.05		$	9.14


	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


	Nine Months Ended September 30,
	2017			2016
	(In thousands)
Balance at the beginning of the period	$	22,007		$	22,761
Accruals for warranties issued during the period		12,235			9,630
Settlements made during the period		(13,690	)		(11,697	)
Warranty accruals related to acquired businesses and other during the period		2,372			1,233

Balance at the end of the period	$	22,924		$	21,927


	Fourth Quarter of 2016 Restructuring			Fourth Quarter of 2015 Restructuring
Balance at December 31, 2016	$	19.2		$	9.2
Utilization		(5.4	)		(1.7	)
Foreign currency translation adjustments and other		0.1			(0.1	)

Balance at September 30, 2017	$	13.9		$	7.4


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Net sales	$	1,084,799		$	945,030		$	3,157,085		$	2,867,134

Operating expenses:
Cost of sales		719,718			630,744			2,084,392			1,894,136
Selling, general and administrative		132,250			113,170			387,179			344,323

Total operating expenses		851,968			743,914			2,471,571			2,238,459

Operating income		232,831			201,116			685,514			628,675
Other expenses:
Interest expense		(24,709	)		(23,609	)		(73,777	)		(70,716	)
Other, net		(3,695	)		(3,259	)		(12,533	)		(10,108	)

Income before income taxes		204,427			174,248			599,204			547,851
Provision for income taxes		50,896			43,561			156,266			144,801

Net income	$	153,531		$	130,687		$	442,938		$	403,050

Basic earnings per share	$	0.67		$	0.56		$	1.93		$	1.73

Diluted earnings per share	$	0.66		$	0.56		$	1.91		$	1.72

Weighted average common shares outstanding:
Basic shares		230,439			231,894			230,049			233,387

Diluted shares		232,253			232,721			231,615			234,576

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


	September 30, 2017			December 31, 2016
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	736,415		$	717,259
Receivables, net		640,815			592,326
Inventories, net		546,876			492,104
Deferred income taxes		—			50,004
Other current assets		100,377			76,497

Total current assets		2,024,483			1,928,190

Property, plant and equipment, net		494,973			473,230
Goodwill		3,138,742			2,818,950
Other intangibles, net		1,965,973			1,734,021
Investments and other assets		159,130			146,283

Total assets	$	7,783,301		$	7,100,674

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings and current portion of long-term debt, net	$	509,567		$	278,921
Accounts payable		409,357			369,537
Income taxes payable		47,604			29,913
Accrued liabilities		303,813			246,070

Total current liabilities		1,270,341			924,441

Long-term debt, net		1,920,879			2,062,644
Deferred income taxes		608,971			621,776
Other long-term liabilities		216,955			235,300

Total liabilities		4,017,146			3,844,161

Stockholders’ equity:
Common stock		2,630			2,615
Capital in excess of par value		649,807			604,143
Retained earnings		4,784,618			4,403,683
Accumulated other comprehensive loss		(462,662	)		(542,389	)
Treasury stock		(1,208,238	)		(1,211,539	)

Total stockholders’ equity		3,766,155			3,256,513

Total liabilities and stockholders’ equity	$	7,783,301		$	7,100,674


	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


	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


Property, plant and equipment	$	21.5
Goodwill		256.4
Other intangible assets		269.5
Long-term liabilities		(10.6	)
Deferred income taxes		(27.2	)
Net working capital and other⁽¹⁾		34.5

Total purchase price		544.1
Less: Contingent payment liability		(25.5	)

Total cash paid	$	518.6


	Electronic Instruments Group		Electro- mechanical Group		Total
	(In millions)
Balance at December 31, 2016	$	1,817.0	$	1,002.0	$	2,819.0
Goodwill acquired		256.4		—		256.4
Purchase price allocation adjustments and other		0.1		0.6		0.7
Foreign currency translation adjustments		31.2		31.4		62.6

Balance at September 30, 2017	$	2,104.7	$	1,034.0	$	3,138.7


Balance at December 31, 2016	$	57.9
Additions for tax positions		8.7
Reductions for tax positions		(8.1	)

Balance at September 30, 2017	$	58.5


	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
	(In thousands)					(Years)		(In millions)
Outstanding at December 31, 2016		6,011		$	42.25
Granted		1,331			60.32
Exercised		(1,388	)		30.96
Forfeited		(180	)		52.17
Expired		(8	)		52.10

Outstanding at September 30, 2017		5,766		$	48.81		4.4	$	99.3

Exercisable at September 30, 2017		3,010		$	43.74		3.1	$	67.1


	Shares			Weighted Average Grant Date Fair Value
	(In thousands)
Nonvested restricted stock outstanding at December 31, 2016		1,019		$	48.59
Granted		335			60.24
Vested		(317	)		47.41
Forfeited		(66	)		51.33

Nonvested restricted stock outstanding at September 30, 2017		971		$	53.32


	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
	(In thousands)
Defined benefit plans:
Service cost	$	1,919		$	1,628		$	5,657		$	4,956
Interest cost		6,904			7,448			20,566			22,688
Expected return on plan assets		(13,343	)		(12,693	)		(39,884	)		(38,639	)
Amortization of net actuarial loss and other		3,512			2,484			10,536			7,452

Pension income		(1,008	)		(1,133	)		(3,125	)		(3,543	)

Other plans:
Defined contribution plans		5,830			5,660			18,788			18,537
Foreign plans and other		1,435			1,525			4,323			4,203

Total other plans		7,265			7,185			23,111			22,740

Total net pension expense	$	6,257		$	6,052		$	19,986		$	19,197


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, 2017 to July 31, 2017		20,306	$	61.55		20,306	$	368,870,746
August 1, 2017 to August 31, 2017		106		61.58		106		368,864,218
September 1, 2017 to September 30, 2017		—		—		—		368,864,218

Total		20,412		61.55		20,412


~~Exhibit~~ ~~Number~~		~~Description~~
Exhibit Number			Description
31.1*
	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.


~~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)