filings.toolsAmetek 10-Q 2026-06-30
Filed 2026-08-04. 6 sections, 133K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
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 June 30, 2026
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 1-12981
_________________________
AMETEK, Inc.
(Exact name of registrant as specified in its charter)
_________________________
Delaware
(State or other jurisdiction of
incorporation or organization)
1100 Cassatt Road
Berwyn, Pennsylvania
(Address of principal executive offices)
14-1682544
(I.R.S. Employer
Identification No.)
19312-1177
(Zip Code)
Registrant’s telephone number, including area code: (610) 647-2121
_________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | ||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
_________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock | AME | New York Stock Exchange |
The number of shares of the registrant’s common stock outstanding as of the latest practicable date was: Common Stock, $0.01 Par Value, outstanding at July 28, 2026 was 229,261,244 shares.
AMETEK, Inc.
Form 10-Q
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AMETEK, Inc.
Consolidated Statement of Income
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net sales | $ | 2,044,397 | $ | 1,778,056 | $ | 3,972,834 | $ | 3,510,027 | |||||||||||||||
| Cost of sales | 1,309,356 | 1,142,167 | 2,520,234 | 2,249,138 | |||||||||||||||||||
| Selling, general and administrative | 206,848 | 174,263 | 409,471 | 344,434 | |||||||||||||||||||
| Total operating expenses | 1,516,204 | 1,316,430 | 2,929,705 | 2,593,572 | |||||||||||||||||||
| Operating income | 528,193 | 461,626 | 1,043,129 | 916,455 | |||||||||||||||||||
| Interest expense | (30,101) | (16,857) | (51,010) | (35,850) | |||||||||||||||||||
| Other (expense) income, net | (5,720) | (2,600) | (6,767) | (4,214) | |||||||||||||||||||
| Income before income taxes | 492,372 | 442,169 | 985,352 | 876,391 | |||||||||||||||||||
| Provision for income taxes | 85,476 | 83,802 | 179,099 | 166,266 | |||||||||||||||||||
| Net income | $ | 406,896 | $ | 358,367 | $ | 806,253 | $ | 710,125 | |||||||||||||||
| Basic earnings per share | $ | 1.78 | $ | 1.55 | $ | 3.52 | $ | 3.08 | |||||||||||||||
| Diluted earnings per share | $ | 1.77 | $ | 1.55 | $ | 3.51 | $ | 3.07 | |||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Basic shares | 229,086 | 230,818 | 228,994 | 230,743 | |||||||||||||||||||
| Diluted shares | 229,855 | 231,472 | 229,845 | 231,507 | |||||||||||||||||||
| Dividends declared and paid per share | $ | 0.34 | $ | 0.31 | $ | 0.68 | $ | 0.62 |
See accompanying notes.
AMETEK, Inc.
Consolidated Statement of Comprehensive Income
(In thousands)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | 406,896 | $ | 358,367 | $ | 806,253 | $ | 710,125 | |||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Amounts arising during the period – gains (losses), net of tax (expense) benefit: | |||||||||||||||||||||||
| Foreign currency translation: | |||||||||||||||||||||||
| Translation adjustments | (16,487) | 170,213 | (65,817) | 235,991 | |||||||||||||||||||
| Change in long-term intercompany notes | 554 | (2,727) | 2,066 | (5,843) | |||||||||||||||||||
| Net investment hedge instruments gain (loss), net of tax of $(981) and $17,857 for the quarter ended June 30, 2026 and 2025, and $(5,378) and $25,956 for the six months ended June 30, 2026 and 2025, respectively | 3,126 | (56,893) | 17,136 | (82,694) | |||||||||||||||||||
| Defined benefit pension plans: | |||||||||||||||||||||||
| Amortization of net actuarial loss, net of tax of $(167) and $(296) for the quarter ended June 30, 2026 and 2025 and $(334) and $(592) for the six months ended June 30, 2026 and 2025, respectively | 531 | 942 | 1,062 | 1,884 | |||||||||||||||||||
| Other comprehensive (loss) income | (12,276) | 111,535 | (45,553) | 149,338 | |||||||||||||||||||
| Total comprehensive income | $ | 394,620 | $ | 469,902 | $ | 760,700 | $ | 859,463 |
AMETEK, Inc.
Consolidated Balance Sheet
(In thousands)
| June 30, 2026 | December 31, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 495,446 | $ | 457,951 | |||||||
| Receivables, net | 1,170,497 | 1,119,257 | |||||||||
| Inventories, net | 1,195,383 | 1,106,405 | |||||||||
| Other current assets | 365,475 | 336,229 | |||||||||
| Total current assets | 3,226,801 | 3,019,842 | |||||||||
| Property, plant and equipment, net | 850,173 | 855,215 | |||||||||
| Right of use assets, net | 259,308 | 273,142 | |||||||||
| Goodwill | 7,418,304 | 7,170,770 | |||||||||
| Other intangibles, net | 4,191,606 | 4,128,394 | |||||||||
| Investments and other assets | 648,521 | 620,180 | |||||||||
| Total assets | $ | 16,594,713 | $ | 16,067,543 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Short-term borrowings and current portion of long-term debt, net | $ | 980,633 | $ | 1,208,975 | |||||||
| Accounts payable | 647,161 | 617,950 | |||||||||
| Customer advanced payments | 453,623 | 396,177 | |||||||||
| Income taxes payable | 73,601 | 82,682 | |||||||||
| Accrued liabilities and other | 503,580 | 536,968 | |||||||||
| Total current liabilities | 2,658,598 | 2,842,752 | |||||||||
| Long-term debt, net | 1,055,541 | 1,074,334 | |||||||||
| Deferred income taxes | 874,224 | 788,915 | |||||||||
| Other long-term liabilities | 745,587 | 732,756 | |||||||||
| Total liabilities | 5,333,950 | 5,438,757 | |||||||||
| Stockholders’ equity: | |||||||||||
| Common stock, $0.01 par value | 2,729 | 2,725 | |||||||||
| Capital in excess of par value | 1,339,427 | 1,317,288 | |||||||||
| Retained earnings | 12,903,079 | 12,252,480 | |||||||||
| Accumulated other comprehensive loss | (444,773) |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Recent Trends
Recent geopolitical developments, including the conflict involving Iran, have contributed to increased uncertainty in global markets. Although we have limited Middle East sales exposure and do not have material operations or assets located in the region, we are not immune to the broader macroeconomic uncertainty an extended conflict may create on the global economy.
Our businesses have been proactive in addressing the impacts of tariffs, including targeted pricing initiatives, strategic adjustments to our global supply chains, and leveraging our worldwide manufacturing footprint to localize production and adapt to changing demand patterns. While recent tariff-related changes did not have a material impact on our results of operations for the six months ended June 30, 2026, as the situation continues to evolve, we cannot be certain of the outcome, which could adversely impact demand for our products, costs, inflation, customers, suppliers, and the overall global economy. We continue to monitor and analyze the impacts of the tariffs and the evolving macroeconomic environment and will continue to implement appropriate actions as necessary to mitigate their effects on our businesses.
Indicor, LLC Agreement
On May 5, 2026, the Company announced that it has entered into a definitive agreement to acquire a portfolio of instrumentation business from Indicor, LLC ("Indicor Instrumentation") in an all-cash transaction valued at approximately $5.0 billion. Indicor Instrumentation is a collection of leading businesses that design and manufacture mission critical solutions for demanding industrial and scientific applications. Its products serve customers across end markets that align closely with the Company's existing portfolio of instrumentation businesses. Indicor Instrumentation has annual sales of approximately $1.1 billion. The transaction is subject to customary closing conditions, including applicable regulatory approvals, and is expected to close in the second half of 2026. Following closing of the transaction, the businesses will be integrated into the Company's EIG or EMG based on product offerings and market alignment.
Results of Operations
For the quarter ended June 30, 2026, the Company posted record sales, operating income, net income, orders, and backlog, as well as strong operating margins. Contributions from the acquisitions of FARO Technologies ("FARO") in July 2025, LKC Technologies ("LKC") in January 2026, and First Aviation Services ("First Aviation") in May 2026, as well as our Operational Excellence initiatives had a positive impact on the second quarter of 2026 results. In the second quarter of 2026, the Company recorded $16.2 million of pre-tax acquisition-related costs related to the FARO, LKC, and First Aviation acquisitions, which are comprised of ongoing integration costs. These integration costs are recorded in Cost of sales and primarily include employee severance and fair-value inventory adjustments.
Results of operations for the second quarter of 2026 compared with the second quarter of 2025
Net sales for the second quarter of 2026 were a record $2,044.4 million, an increase of $266.3 million or 15.0%, compared with net sales of $1,778.1 million for the second quarter of 2025. The increase in net sales for the second quarter of 2026 was due to a 10% increase in organic sales, as well as a 5% increase from acquisitions.
Total international sales for the second quarter of 2026 were $963.7 million or 47.1% of net sales, an increase of $120.7 million or 14.3%, compared with international sales of $843.0 million or 47.4% of net sales for the second quarter of 2025. The increase in international sales was primarily driven by higher demand in Europe and Asia, as well as contributions from recent acquisitions.
Orders for the second quarter of 2026 were a record $2,284.0 million, an increase of $501.9 million or 28.2%, compared with $1,782.1 million for the second quarter of 2025. The increase in orders for the second quarter of 2026 was due to a 25% increase in organic orders and a 6% increase from acquisitions, partially offset by a 3% unfavorable effect of foreign currency translation. The Company's backlog of unfilled orders at June 30, 2026 was a record $4,110.2 million, an increase of $528.7 million or 14.8% compared with $3,581.5 million at December 31, 2025.
Cost of sales for the second quarter of 2026 was $1,309.4 million or 64.0% of net sales, an increase of $167.2 million or 14.6%, compared with $1,142.2 million or 64.2% of net sales for the second quarter of 2025. The cost of sales increase was primarily due to the net sales increase discussed above, partially offset by continued benefits from the Company's Operational Excellence initiatives.
Segment operating income for the second quarter of 2026 was $559.0 million, an increase of $70.7 million or 14.5%, compared with segment operating income of $488.3 million for the second quarter of 2025. Segment operating margins, as a percentage of net sales, decreased to 27.3% for the second quarter of 2026, compared with 27.5% for the second quarter of
- Operating income and operating margins for the second quarter of 2026 included $16.2 million of acquisition-related integration costs related to the FARO, LKC, and First Aviation acquisitions ("recent acquisitions"), which negatively impacted operating margins by 80 basis points. In the second quarter of 2026, segment operating margins were negatively impacted 80 basis points by the dilutive impact of recent acquisitions. Excluding the dilutive impact of recent acquisitions and acquisition-related costs, segment operating margins increased 140 basis points compared to the second quarter of 2025 due to the sales increase discussed above, as well as continued benefits from the Company's Operational Excellence initiatives.
Selling, general and administrative expenses for the second quarter of 2026 were $206.8 million or 10.1% of net sales, an increase of $32.5 million or 18.7%, compared with $174.3 million or 9.8% of net sales for the second quarter of 2025. Selling expenses increased primarily due to the net sales increase discussed above, as well as higher selling expense related to recent acquisitions. General and administrative expenses for the second quarter of 2026 were $30.8 million, compared with $26.7 million for the second quarter of 2025.
Consolidated operating income was $528.2 million or 25.8% of net sales for the second quarter of 2026, an increase of $66.6 million or 14.4%, compared with $461.6 million or 26.0% of net sales for the second quarter of 2025.
Interest expense for the second quarter of 2026 was $30.1 million, an increase of $13.2 million or 78.6%, compared with $16.9 million for the second quarter of 2025. Interest expense increased in the second quarter of 2026 primarily due to $10.0 million of fees associated with the bridge loan financing entered into in connection with the definitive agreement to acquire Indicor Instrumentation. The bridge loan was terminated in June 2026 following the execution of the Revolving Credit Agreement and the Term Loan Agreement. See Note 12 for additional information.
Other expense, net was $5.7 million for the second quarter of 2026, compared with $2.6 million of other expense, net for the second quarter of 2025.
The effective tax rate for the second quarter of 2026 was 17.4%, compared with 19.0% for the second quarter of 2025. The decrease in the quarterly effective tax rate was primarily driven by favorable international tax planning initiatives and favorable return to provision adjustments.
Net income for the second quarter of 2026 was a record $406.9 million, an increase of $48.5 million or 13.5%, compared with $358.4 million for the second quarter of 2025.
Diluted earnings per share for the second quarter of 2026 were a record $1.77, an increase of $0.22 or 14.2%, compared with $1.55 per diluted share for the second quarter of 2025.
Segment Results
EIG**’**s net sales totaled $1,321.2 million for the second quarter of 2026, an increase of $161.6 million or 13.9%, compared with $1,159.6 million for the second quarter of 2025. The net sales increase was due to a 7% organic sales increase as well as a 7% increase from recent acquisitions.
EIG’s operating income was $369.7 million for the second quarter of 2026, an increase of $25.3 million or 7.3%, compared with $344.4 million for the second quarter of 2025. EIG’s operating margins were 28.0% of net sales for the second quarter of 2026, compared with 29.7% for the second quarter of 2025. EIG's operating income and operating margins for the second quarter of 2026 included $15.0 million of acquisition-related integration costs related to the FARO and LKC acquisitions, which negatively impacted EIG's operating margins by 110 basis points. EIG's operating margins were negatively impacted 120 basis points in the second quarter of 2026 by the dilutive impact of recent acquisitions. Excluding the dilutive impact of recent acquisitions and acquisition-related costs, EIG's operating margins increased 60 basis points compared to the second quarter of 2025 due to the sales increase discussed above, as well as continued benefits from the Company's Operational Excellence initiatives.
EMG’s net sales totaled a record $723.2 million for the second quarter of 2026, an increase of $104.7 million or 16.9%, compared with $618.5 million for the second quarter of 2025. The net sales increase was due to a 15% organic sales increase as well as a 2% increase from recent acquisitions.
EMG’s operating income was a record $189.3 million for the second quarter of 2026, an increase of $45.4 million or 31.6%, compared with $143.9 million for the second quarter of 2025. EMG’s operating margins were 26.2% of net sales for the second quarter of 2026, compared with 23.3% for the second quarter of 2025. EMG's operating income and operating margins for the second quarter of 2026 included $1.2 million of acquisition-related integration costs related to the First Aviation
acquisition, which negatively impacted operating margins by 10 basis points. Excluding the impact of acquisition-related costs, EMG's operating margins increased 300 basis points compared to the second quarter of 2025 due to the sales increase discussed above, as well as continued benefits from the Company's Operational Excellence initiatives.
Results of operations for the first six months of 2026 compared with the first six months of 2025
Net sales for the first six months of 2026 were $3,972.8 million, an increase of $462.8 million or 13.2%, compared with net sales of $3,510.0 million for the first six months of 2025. The increase in net sales for the first six months of 2026 was due to an 8% organic sales increase, as well as a 5% increase from acquisitions.
Total international sales for the first six months of 2026 were $1,887.3 million or 47.5% of net sales, an increase of $239.8 million or 14.6%, compared with international sales of $1,647.5 million or 46.9% of net sales for the first six months of 2025. The increase in international sales was primarily driven by increased demand in Europe and Asia, as well as contributions from recent acquisitions.
Orders for the first six months of 2026 were $4,501.5 million, an increase of $921.7 million or 25.7%, compared with $3,579.8 million for the first six months of 2025. The increase in orders for the first six months of 2026 was due to a 24% organic order increase, a 4% increase from acquisitions, partially offset by a 2% unfavorable effect of foreign currency translation.
Cost of sales for the first six months of 2026 was $2,520.2 million or 63.4% of net sales, an increase of $271.1 million or 12.1%, compared with $2,249.1 million or 64.1% of net sales for the first six months of 2025. The cost of sales increase was primarily due to the net sales increase discussed above, partially offset by continued benefits from the Company's Operational Excellence initiatives.
Segment operating income for the first six months of 2026 was $1,103.7 million, an increase of $132.6 million or 13.7%, compared with segment operating income of $971.1 million for the first six months of 2025. Segment operating margins, as a percentage of net sales, increased to 27.8% for the first six months of 2026, compared with 27.7% for the first six months of 2025. Operating income and operating margins for the first six months of 2026 included $17.8 million of acquisition-related integration costs related to the FARO, LKC, and First Aviation acquisitions ("recent acquisitions"), which negatively impacted operating margins by 40 basis points. Segment operating margins were negatively impacted 80 basis points in the first six months of 2026 by the dilutive impact of recent acquisitions. Excluding the dilutive impact of the recent acquisitions and acquisition-related costs, segment operating margins increased 130 basis points compared to the first six months of 2025, due to the sales increase discussed above, as well as continued benefits from the Company's Operational Excellence initiatives.
Selling, general and administrative expenses for the first six months of 2026 were $409.5 million or 10.3% of net sales, an increase of $65.1 million or 18.9%, compared with $344.4 million or 9.8% of net sales for the first six months of 2025. Selling expenses increased primarily due to the net sales increase discussed above, as well as higher selling expense related to recent acquisitions. General and administrative expenses for the first six months of 2026 were $60.6 million, compared with $54.6 million for the first six months of 2025.
Consolidated operating income was $1,043.1 million or 26.3% of net sales for the first six months of 2026, an increase of $126.6 million or 13.8%, compared with $916.5 million or 26.1% of net sales for the first six months of 2025.
Interest expense for the first six months of 2026 was $51.0 million, an increase of $15.1 million or 42.2%, compared with $35.9 million for the first six months of 2025. Interest expense increased in the first six months of 2026 primarily due to $10.0 million of fees associated with the bridge loan financing entered into in connection with the definitive agreement to acquire Indicor Instrumentation. The bridge loan was terminated in June 2026 following the execution of the Revolving Credit Agreement and the Term Loan Agreement. See Note 12 for additional information.
Other expense, net was $6.8 million for the first six months of 2026, compared with $4.2 million of other expense, net for the first six months of 2025.
The effective tax rate for the first six months of 2026 was 18.2%, compared with 19.0% for the first six months of 2025. The lower effective tax rate in the first six months of 2026 was primarily attributable to favorable international tax planning initiatives and favorable return to provision adjustments.
Net income for the first six months of 2026 was $806.3 million, an increase of $96.2 million or 13.5%, compared with $710.1 million for the first six months of 2025.
Diluted earnings per share for the first six months of 2026 were $3.51, an increase of $0.44 or 14.3%, compared with $3.07 per diluted share for the first six months of 2025.
Segment Results
**EIG’**s net sales totaled $2,585.7 million for the first six months of 2026, an increase of $282.5 million or 12.3%, compared with $2,303.2 million for the first six months of 2025. The net sales increase was due to a 7% increase from acquisitions, as well as a 5% increase in organic sales.
EIG’s operating income was $743.7 million for the first six months of 2026, an increase of $45.2 million or 6.5%, compared with $698.5 million for the first six months of 2025. EIG’s operating margins were 28.8% of net sales for the first six months of 2026, compared with 30.3% for the first six months of 2025. EIG's operating income and operating margins for the first six months of 2026 included $16.6 million of acquisition-related integration costs related to the FARO and LKC acquisitions, which negatively impacted EIG's operating margins by 60 basis points. EIG's operating margins were negatively impacted 130 basis points in the first six months of 2026 by the dilutive impact of recent acquisitions. Excluding the dilutive impact of recent acquisitions and acquisition-related costs, EIG's operating margins increased 40 basis points in the first six months of 2026 compared to the first six months of 2025 due to the sales increase discussed above, as well as continued benefits from the Company's Operational Excellence initiatives.
EMG’s net sales totaled $1,387.1 million for the first six months of 2026, an increase of $180.4 million or 14.9%, compared with $1,206.8 million for the first six months of 2025. The net sales increase was due to a 13% increase in organic growth, a 1% increase from acquisitions, as well as a 1% favorable effect of foreign currency translation.
EMG’s operating income was $360.1 million for the first six months of 2026, an increase of $87.5 million or 32.1%, compared with $272.6 million for the first six months of 2025. EMG’s operating margins were 26.0% of net sales for the first six months of 2026, compared with 22.6% for the first six months of 2025. EMG's operating income and operating margins for the first six months of 2026 included $1.2 million of acquisition-related integration costs related to First Aviation. EMG's operating margins increased 340 basis points compared to the first six months of 2025, due to the sales increase discussed above, as well as to the continued benefits from the Company's Operational Excellence initiatives.
Financial Condition
Liquidity and Capital Resources
Cash provided by operating activities totaled $935.2 million for the first six months of 2026, an increase of $158.6 million or 20.4%, compared with $776.6 million for the first six months of 2025. The increase in cash provided by operating activities for the first six months of 2026 was primarily due to higher net income, as well as reduced investments in working capital.
Free cash flow (cash flow provided by operating activities less capital expenditures) was $877.7 million for the first six months of 2026, compared with $724.3 million for the first six months of 2025. EBITDA (earnings before interest, income taxes, depreciation and amortization) was $1,245.7 million for the first six months of 2026, compared with $1,123.6 million for the first six months of 2025. Free cash flow and EBITDA are presented because the Company is aware that they are measures used by third parties in evaluating the Company.
Cash used by investing activities totaled $481.5 million for the first six months of 2026, compared with cash used by investing activities of $155.7 million for the first six months of 2025. For the first six months of 2026, the Company paid $424.5 million, net of cash acquired, to purchase LKC Technologies in January 2026 and First Aviation Services, Inc. in May 2026. For the first six months of 2025, the Company paid $104.1 million, net of cash acquired, to purchase Kern Microtechnik. Additions to property, plant and equipment totaled $57.5 million for the first six months of 2026, compared with $52.3 million for the first six months of 2025.
Cash used by financing activities totaled $408.1 million for the first six months of 2026, compared with cash used by financing activities of $409.4 million for the first six months of 2025. At June 30, 2026, total debt, net was $2,036.2 million, compared with $2,283.3 million at December 31, 2025. For the first six months of 2026, total borrowings decreased by $208.7 million compared with a $252.7 million decrease for the first six months of 2025.
On June 9, 2026, the Company along with certain of its foreign subsidiaries entered into an amended and restated revolving credit agreement (the “Revolving Credit Agreement”) and a separate term loan credit agreement (the “Term Loan Agreement”). The Revolving Credit Agreement increased the aggregate commitments from $2.3 billion to $3.5 billion and
extended the maturity to June 9, 2031. The facility is subject to customary financial and restrictive covenants and may be used for general corporate purposes, including working capital, debt refinancing, and up to $1.0 billion to fund a portion of the consideration for the previously announced acquisition of Indicor Holdings, LLC (the “Indicor Acquisition”). At June 30, 2026, the Company had available borrowing capacity of $2,904.2 million under its revolving credit facility.
The Term Loan Agreement provides for a senior unsecured term loan facility of up to $4.0 billion, consisting of three tranches: $1.625 billion maturing three years after funding, $1.625 billion maturing four years after funding, and $750 million maturing five years after funding. Funding under the Term Loan Agreement is subject to customary conditions, including the consummation of the Indicor Acquisition, and the proceeds may be used solely to finance the acquisition. The term loans will be available in a single borrowing on the closing date of the Indicor Acquisition. At June 30, 2026, the Company had no borrowings outstanding under the term loans.
The debt-to-capital ratio was 15.3% at June 30, 2026, compared with 17.7% at December 31, 2025. 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 12.0% at June 30, 2026, compared with 14.7% at December 31, 2025. 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 2026 included cash dividends paid of $155.7 million, compared with $143.0 million for the first six months of 2025. Effective February 12, 2026, the Company’s Board of Directors approved a 10% increase in the quarterly cash dividend on the Company’s common stock to $0.34 per common share from $0.31 per common share. The Company used $28.1 million to repurchase its common stock for the first six months of 2026, compared with $18.1 million for the first six months of 2025. Proceeds from stock option exercises were $20.8 million for the first six months of 2026, compared with $12.3 million for the first six months of 2025.
As a result of all of the Company’s cash flow activities for the first six months of 2026, cash and cash equivalents at June 30, 2026 totaled $495.4 million, compared with $458.0 million at December 31, 2025. At June 30, 2026, the Company had $440.1 million in cash outside the United States, compared with $374.5 million at December 31, 2025. 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.
Non-GAAP Financial Measures
EBITDA represents earnings before interest, income taxes, depreciation and amortization. EBITDA is presented because the Company is aware that it is used by rating agencies, securities analysts, investors and other parties in evaluating the Company. It should not be considered, however, as an alternative to operating income as an indicator of the Company’s operating performance or as an alternative to cash flows as a measure of the Company’s overall liquidity as presented in the Company’s consolidated financial statements. Furthermore, EBITDA measures shown for the Company may not be comparable to similarly titled measures used by other companies. The following table presents the reconciliation of net income reported in accordance with U.S. generally accepted accounting principles (“GAAP”) to EBITDA:
| Six Months Ended June 30, | |||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| (In millions) | |||||||||||||||||
| Net income | $ | 806.3 | $ | 710.1 | |||||||||||||
| Add (deduct): | |||||||||||||||||
| Interest expense | 51.0 | 35.9 | |||||||||||||||
| Interest income | (2.2) | (2.8) | |||||||||||||||
| Income taxes | 179.1 | 166.3 | |||||||||||||||
| Depreciation | 73.1 | 71.9 | |||||||||||||||
| Amortization | 138.4 | 142.2 | |||||||||||||||
| Total adjustments | 439.4 | 413.5 | |||||||||||||||
| EBITDA | $ | 1,245.7 | $ | 1,123.6 |
Free cash flow represents cash flow from operating activities less capital expenditures. Free cash flow is presented because the Company is aware that it is used by rating agencies, securities analysts, investors and other parties in evaluating the Company. The following table presents the reconciliation of cash flow from operating activities reported in accordance with U.S. GAAP to free cash flow:
| Six Months Ended June 30, | |||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| (In millions) | |||||||||||||||||
| Cash provided by operating activities | $ | 935.2 | $ | 776.6 | |||||||||||||
| Deduct: Capital expenditures | (57.5) | (52.3) | |||||||||||||||
| Free cash flow | $ | 877.7 | $ | 724.3 |
Net debt represents total debt, net minus cash and cash equivalents. Net debt is presented because the Company is aware that it is used by rating agencies, securities analysts, investors and other parties in evaluating the Company. The following table presents the reconciliation of total debt, net reported in accordance with U.S. GAAP to net debt:
| June 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| (In millions) | |||||||||||
| Total debt, net | $ | 2,036.2 | $ | 2,283.3 | |||||||
| Less: Cash and cash equivalents | (495.4) | (458.0) | |||||||||
| Net debt | 1,540.8 | 1,825.3 | |||||||||
| Stockholders’ equity | 11,260.8 | 10,628.8 | |||||||||
| Capitalization (net debt plus stockholders’ equity) | $ | 12,801.6 | $ | 12,454.1 | |||||||
| Net debt as a percentage of capitalization | 12.0 | % | 14.7 | % |
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, 2025. Primary disclosure of the Company’s significant accounting policies is also included in Note 1 to the Consolidated Financial Statements included in Part II, Item 8 of its Annual Report on Form 10-K.
Forward-Looking Information
Information contained in this discussion, other than historical information, is considered “forward-looking statements” and is subject to various factors and uncertainties that may cause actual results to differ significantly from expectations. These factors and uncertainties include risks related to the Company’s ability to consummate and successfully integrate future acquisitions; risks associated with international sales and operations, including supply chain disruptions; tariffs, trade disputes and currency conditions; 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; changes in the competitive environment or the effects of competition in the Company’s markets; the ability to maintain adequate liquidity and financing sources; and general economic conditions affecting the industries the Company serves. A detailed discussion of these and other factors that may affect the Company’s future results is contained in AMETEK’s filings with the U.S. Securities and Exchange Commission, including its most recent reports on Form 10-K, 10-Q, and 8-K. AMETEK disclaims any intention or obligation to update or revise any forward-looking statements, unless required by the securities laws to do so.
Item 4. Controls and Procedures
The Company maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management in a timely manner. Under the supervision and with the participation of our management, including the Company’s principal executive officer and principal financial officer, we have evaluated the effectiveness of our system of disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of June 30, 2026. Based on that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective at the reasonable assurance level.
Such evaluation did not identify any change in the Company’s internal control over financial reporting during the quarter ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) Purchase of equity securities by the issuer and affiliated purchasers.
The following table reflects purchases of AMETEK, Inc. common stock by the Company during the three months ended June 30, 2026:
| 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, 2026 to April 30, 2026 | — | $ | — | — | $ | 799,060,816 | |||||||||||||||||
| May 1, 2026 to May 31, 2026 | — | — | — | 799,060,816 | |||||||||||||||||||
| June 1, 2026 to June 30, 2026 | 724 | 226.76 | 724 | 798,896,645 | |||||||||||||||||||
| Total | 724 | $ | 226.76 | 724 |
(1) Represents shares surrendered to the Company to satisfy tax withholding obligations in connection with employees’ share-based compensation awards.
(2) Consists of the number of shares purchased pursuant to the Company’s Board of Directors $1.25 billion authorization for the repurchase of its common stock. Such purchases may be effected from time to time in the open market or in private transactions, subject to market conditions and at management’s discretion.
Item 5. Other Information
Insider Trading Arrangements and Policies
During the quarter ended June 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits
| Exhibit Number | Description | |||||||
| 31.1* | Certification of Chief Executive Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 31.2* | Certification of Chief Financial Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 32.1* | Certification of Chief Executive Officer, Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 32.2* | Certification of Chief Financial Officer, Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 101.INS* | XBRL Instance Document. | |||||||
| 101.SCH* | XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101). |
- Filed electronically herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| AMETEK, Inc. | ||||||||
| By: | /s/ ROBERT J. AMODEI | |||||||
| Robert J. Amodei | ||||||||
| Senior Vice President – Controller | ||||||||
| (Principal Accounting Officer) | ||||||||
| August 4, 2026 |