Ametek (AME) 10-K risk factor changes: FY2018 vs FY2017

[removed: Our growth depends in part on] [added: Visibility into] the [removed: growth] [added: future performance] of [removed: the markets which we serve and visibility into] [added: certain of] our markets is limited (particularly for markets into which we sell through distribution).

[removed: Certain] [added: A number] of our businesses operate in industries that may experience periodic, cyclical downturns.

[removed: In addition, in certain of our businesses, demand depends on customers’ capital spending budgets, as well as government funding policies, and matters] [added: Matters] of public policy and government budget dynamics, as well as product and economic [removed: cycles] [added: cycles,] can affect the spending decisions of these [removed: entities.][added: customers.]

Since the beginning of [removed: 2013,] [added: 2014,] through December 31, [removed: 2017,] [added: 2018,] we have completed [removed: 18] [added: 21] acquisitions.

| | • | | The impact of increased competition for acquisitions, which may increase acquisition [removed: costs and] [added: costs,] affect our ability to consummate acquisitions on favorable [removed: terms] [added: terms,] and [removed: may] result in us assuming a greater portion of the seller’s liabilities; |

| | • | | Successfully integrating acquired businesses, including integrating the [removed: financial,] [added: management,] technological and [removed: management] [added: operational] processes, procedures and controls of the acquired businesses with those of our existing operations; |

Failure to continue with our acquisition strategy and the successful integration of acquired businesses could have [removed: a material] [added: an] adverse effect on our business, financial condition, results of operations and cash flows.

International sales for [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017] represented [removed: 51.5%] [added: 50.5%] and [removed: 52.4%] [added: 51.5%] of our consolidated net sales, respectively.

As of December 31, [removed: 2017,] [added: 2018,] we have manufacturing operations in 17 countries outside the United States, with significant operations in China, the Czech Republic, [removed: Mexico] [added: Germany, Mexico, Serbia] and [removed: Serbia.][added: the United Kingdom.]

A [removed: prolonged] disruption of our ability to obtain a supply of goods from these countries or a change in the [removed: effective] cost [removed: of] [added: to purchase, manufacture, or distribute] these products could have [removed: a material] [added: an] adverse effect on our sales and operations.

Any such improper actions or allegations of such acts could damage our reputation and subject us to civil or criminal investigations in the U.S. and in other jurisdictions and related shareholder lawsuits could lead to substantial civil and criminal, monetary and non-monetary penalties and could cause us to [added: incur significant legal and investigatory fees.]

[removed: Although we believe we have certain] technological [removed: and other] advantages [removed: over our competitors, maintaining such advantages] will require us to continue investing in research and development and sales and marketing.

[removed: In addition,] [added: Furthermore,] certain items, including base metals and certain steel components, are available only from a limited number of suppliers and are subject to commodity market fluctuations.

Our businesses, operations and facilities are subject to a number of federal, state, local and foreign environmental and occupational health and safety laws and regulations concerning, among other things, air [added: emissions, discharges to waters and the use, manufacturing, generation, handling, storage, transportation and disposal of hazardous substances and wastes.]

In addition, existing laws and regulations may be revised or reinterpreted and new laws and regulations, including with respect to [added: privacy legislation and] climate change, may be adopted or become applicable to us or customers for our products.

[removed: Our] [added: In addition, our] facilities, supply chains, distribution systems, [removed: products] and [removed: information technology systems] [added: products] may be impacted by natural or man-made disruptions, including [removed: cybersecurity attacks, other information technology attacks or failures, threats to physical security,] armed conflict, [removed: as well as] damaging weather or other acts of nature, pandemics or other public health crises.

[removed: For example, our information technology systems] [added: These systems, products and services] may be damaged, disrupted or shut down due to attacks by computer hackers, computer viruses, [removed: cyberattacks or other security breach, employee] [added: ransomware, human] error or malfeasance, power outages, hardware failures, [removed: telecommunications] [added: telecommunication] or utility failures, [added: catastrophes] or other unforeseen [removed: events, and in any such circumstances our disaster recovery planning and security upgrade efforts may be ineffective or inadequate.][added: events.]

A shutdown of, or inability to utilize, one or more of our facilities, our supply chain, [removed: our distribution system, our products] or our [removed: information technology, telecommunications or other systems,] [added: distribution system] could significantly disrupt our operations, delay production and shipments, our relationships and reputation with customers, suppliers, employees, stockholders and others, result in lost sales, result in the misappropriation or corruption of data, or result in legal exposure and large remediation or other expenses.

At December 31, [removed: 2017,] [added: 2018,] goodwill and other intangible assets, net of accumulated amortization, totaled [removed: $5,129.0] [added: $6,015.8] million or [removed: 66%] [added: 69%] of our total assets.

Our growth depends in part on the growth of the markets which we serve.

In addition, in certain of our businesses, demand depends on customers’ capital spending budgets, as well as government funding policies.

Maintaining our existing

_A disruption in, shortage of, or price increases for, supply of our components and raw materials may adversely impact our operations._

For example, we are subject to federal, state and international privacy laws relating to the collection, use, retention, security and transfer of personally identifiable information.

In many cases, these laws apply not only to third-party transactions, but also to transfers of information between the Company and its subsidiaries, and among the Company, its subsidiaries and other parties with which the Company has commercial relations.

Several jurisdictions have passed laws in this area, and other jurisdictions are considering imposing additional restrictions.

These laws continue to develop and may be inconsistent from jurisdiction to jurisdiction.

Complying with emerging and changing international requirements may cause the Company to incur substantial costs or require the Company to change its business practices.

_Our business and financial performance could be adversely impacted by a significant disruption in, or breach in security of, our information technology systems._

We rely on information technology systems, some of which are managed by third-parties, to process, transmit and store electronic information (including sensitive data such as confidential business information and personally identifiable data relating to employees, customers, other business partners and patients), and to manage or support a variety of critical business processes and activities (such as receiving and fulfilling orders, billing, collecting and making payments, shipping products, providing services and support to customers and fulfilling contractual obligations).

In any such circumstances our system redundancy and other disaster recovery planning may be ineffective or inadequate.

Attacks may also target hardware, software and information installed, stored or transmitted in our products after such products have been purchased and incorporated into third-party products, facilities or infrastructure.

Like most multinational corporations, our information technology systems have been subject to computer viruses, malicious codes, unauthorized access and other cyber-attacks and we expect the sophistication and frequency of such attacks to continue to increase.

Any of the attacks, breaches or other disruptions or damage described above could interrupt our operations or the operations of our customers and partners, delay production and shipments, result in theft of intellectual property and trade secrets, damage customer and business partner relationships and

##### [Table of Contents](#toc)

our reputation or result in defective products or services, legal claims and proceedings, liability and penalties under privacy laws and increased costs for security and remediation, each of which could adversely affect our business, reputation and financial statements.

Although we maintain cyber risk insurance, damages and claims arising from such incidents may not be covered or may exceed the amount of any insurance available.

| --- | --- | --- | --- |

| | • | | U.S. and foreign competition laws and regulations affecting our ability to make certain acquisitions; |

incur significant legal and investigatory fees.

_A shortage of, or price increases for, our raw materials could increase our operating costs._

emissions, discharges to waters and the use, manufacturing, generation, handling, storage, transportation and disposal of hazardous substances and wastes.

_Our business and financial performance may be adversely affected by cybersecurity incidents, and other information technology and business disruptions._

In [removed: 2017,] [added: 2018,] the Company [removed: established records for] [added: posted record backlog,] orders, sales, operating income, net income, diluted earnings per share and operating cash flow.

[removed: The strengthening global economic environment compared to 2016,] [added: Positive market trends, the Company’s record backlog,] contributions from recent acquisitions, and continued focus on and implementation of Operational Excellence initiatives, had a positive impact on [removed: 2017] [added: 2018] results.

Highlights of [removed: 2017] [added: 2018] were:

| | • | | Orders for [removed: 2017] [added: 2018] were [removed: $4,539.8] [added: $5,051.8] million, an increase of [removed: $691.0] [added: $512.0] million or [removed: 18.0%,] [added: 11.3%,] compared with [removed: $3,848.8] [added: $4,539.8] million in [removed: 2016.] [added: 2017.] As a result, the Company’s backlog of unfilled orders at December 31, [removed: 2017] [added: 2018] was [removed: a record $1,396.1] [added: $1,602.1] million. |

| | • | | Net sales for [removed: 2017] [added: 2018] were [removed: $4,300.2] [added: $4,845.9] million, an increase of [removed: $460.1] [added: $545.7] million or [removed: 12.0%,] [added: 13%,] compared with [removed: $3,840.1] [added: $4,300.2] million in [removed: 2016.] [added: 2017.] The increase in net sales for [removed: 2017] [added: 2018] was due to [removed: 6%] [added: 7%] organic sales growth, [removed: with 5% organic sales growth in the Electronic Instruments Group (“EIG”) and 8% organic sales growth in the Electromechanical Group (“EMG”), and] a [removed: 6%] [added: 5%] increase from the [added: 2018 and] 2017 [added: acquisitions] and [removed: 2016 acquisitions.] [added: favorable 1% effect of foreign currency translation.] |

| | • | | Net income for [removed: 2017] [added: 2018] was [removed: $681.5] [added: $777.9] million, an increase of [removed: $169.3] [added: $96.5] million or [removed: 33.1%,] [added: 14.2%,] compared with [removed: $512.2] [added: $681.5] million in [removed: 2016.] [added: 2017.] |

| | • | | Diluted earnings per share for [removed: 2017] [added: 2018] were [removed: $2.94,] [added: $3.34,] an increase of [removed: $0.75] [added: $0.40] or [removed: 34.2%,] [added: 13.6%,] compared with [removed: $2.19] [added: $2.94] per diluted share in [removed: 2016.] [added: 2017.] |

| | • | | Cash flow provided by operating activities for [removed: 2017] [added: 2018] was [removed: $833.3] [added: $925.5] million, an increase of [removed: $76.5] [added: $92.3] million or [removed: 10.1%,] [added: 11.1%,] compared with [removed: $756.8] [added: $833.3] million in [removed: 2016.] [added: 2017.] |

| | • | | During [removed: 2017,] [added: 2018,] the Company spent [removed: $556.6] [added: $1,129.3] million in cash, net of cash acquired, to acquire [removed: three] [added: six] businesses: |

[removed: | | • | | On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”). As a result, in] [added: In] the fourth quarter of 2017, the Company recorded a net benefit of $91.6 million in the consolidated statement of income as a component of Provision for income [removed: taxes. The Act had] [added: taxes related to] the [removed: effect of increasing 2017 diluted earnings per share by $0.39. See below for further discussion. |][added: Tax Act.]

| | • | | In the fourth quarter of [removed: 2017,] [added: 2018,] the Company paid in full, at maturity, [removed: $270] [added: $65] million in aggregate principal amount of [removed: 6.20%] [added: 7.18%] private placement senior notes. |

| | • | | The Company continued its emphasis on investment in research, development and engineering, spending [removed: $221.2] [added: $230.2] million in [removed: 2017] [added: 2018] before customer reimbursement of [removed: $5.4] [added: $5.2] million. Sales from products introduced in the past three years were [removed: $1,042.9] [added: $1,195.2] million or [removed: 24.3%] [added: 24.7%] of net sales. |

| | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Electronic Instruments | | $ | [removed: 2,690,554] [added: 3,028,959] | | | $ | [removed: 2,360,285] [added: 2,690,554] | | | $ | [removed: 2,417,192] [added: 2,360,285] | |

| Electromechanical | | | [removed: 1,609,616] [added: 1,816,913] | | | | [removed: 1,479,802] [added: 1,609,616] | | | | [removed: 1,557,103] [added: 1,479,802] | |

| Consolidated net sales | | $ | [removed: 4,300,170] [added: 4,845,872] | | | $ | [removed: 3,840,087] [added: 4,300,170] | | | $ | [removed: 3,974,295] [added: 3,840,087] | |

| Consolidated income before income taxes | | $ | [removed: 796,729] [added: 987,745] | | | $ | [removed: 693,103] [added: 796,729] | | | $ | [removed: 806,380] [added: 693,103] | |

The 2016 realignment costs primarily related to $19.3 million in severance costs for a reduction in workforce and $6.2 million of asset write-downs in response to the impact of a weak global economy on certain of the Company’s businesses, as well as the effects of a continued strong [removed: U.S. dollar.]

See Note [removed: 18] [added: 9] to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for further details.

| | | Three Months Ended December 31, | | | | Year Ended December 31, | | | [removed: | Three Months Ended December 31, | | | | Year Ended December 31, | | |]

Segment operating income for 2017 was [removed: $988.4] [added: $978.4] million, an increase of [removed: $132.8] [added: $133.1] million or [removed: 15.5%,] [added: 15.7%,] compared with segment operating income of [removed: $855.6] [added: $845.3] million in 2016.

Segment operating income, as a percentage of net sales, increased to [removed: 23.0%] [added: 22.8%] in 2017, compared with [removed: 22.3%] [added: 22.0%] in 2016.

Cost of sales for 2017 was [removed: $2,851.4] [added: $2,861.4] million or [removed: 66.3%] [added: 66.5%] of net sales, an increase of [removed: $276.2] [added: $275.9] million or 10.7%, compared with [removed: $2,575.2] [added: $2,585.5] million or [removed: 67.1%] [added: 67.3%] of net sales for 2016.

Selling, general and administrative [removed: (“SG&A”)] expenses for 2017 were [removed: $533.6] [added: $535.2] million or 12.4% of net sales, an increase of [removed: $70.6] [added: $71.6] million or [removed: 15.2%,] [added: 15.4%,] compared with [removed: $463.0] [added: $463.6] million or 12.1% of net sales in 2016.

The increase in [removed: SG&A] [added: selling, general and administrative] expenses for 2017 was primarily due to the increase in net sales noted above, a fourth quarter of 2017 $5.0 million charitable donation 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.

For 2016, [removed: SG&A] [added: selling, general and administrative] expenses included $1.6 million of realignment costs noted above.

Consolidated operating income was [removed: $915.1] [added: $903.6] million or [removed: 21.3%] [added: 21.0%] of net sales for 2017, an increase of [removed: $113.2] [added: $112.6] million or [removed: 14.1%,] [added: 14.2%,] compared with [removed: $801.9] [added: $791.0] million or [removed: 20.9%] [added: 20.6%] of net sales in 2016.

Other expenses, net were [removed: $20.3] [added: $8.9] million for 2017, an increase of [removed: $5.8] [added: $5.3] million, compared with [removed: $14.5] [added: $3.6] million in 2016.

On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the [removed: “Act”).][added: “Tax Act”).]

The [added: Tax] Act, which is also commonly referred to as “U.S. tax reform,” significantly [removed: changes] [added: changed] U.S. corporate income tax laws by, among other things, reducing the U.S. corporate income tax rate to 21% starting in 2018 and creating a territorial tax system with a one-time mandatory tax on [added: a deemed repatriation of] previously deferred foreign earnings of U.S. subsidiaries.

[removed: Although the] [added: The] $91.6 million net benefit represents what the Company [removed: believes is] [added: believed was] a reasonable estimate of the impact of the income tax effects of the [added: Tax] Act on the Company’s consolidated financial statements as of December 31, 2017, it [removed: should be] [added: was] considered provisional.

As additional guidance from the U.S. Department of Treasury [removed: is] [added: was] provided, the Company [removed: may need to] [added: will] adjust the provisional amounts after it finalizes the 2017 U.S. tax return and is able to conclude whether any further adjustments are required to its U.S. portion of net deferred tax liability of $390.4 million as of December 31, 2017, as well as to the liability associated with the one-time mandatory tax.

The currently recorded amounts include a variety of estimates of taxable earnings and profits, estimated taxable foreign cash balances, differences between U.S. [removed: generally accepted accounting principles (“GAAP”)] [added: GAAP] and U.S. tax principles and interpretations of many aspects of the [added: Tax] Act that may, if changed, impact the final amounts.

The Company is still evaluating the potential future impact of the [removed: global intangible low-taxed income (“GILTI”)] [added: GILTI] section of the [added: Tax] Act and has not provided any provisional deferred tax liability for it.

See Note [removed: 8] [added: 9] to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for further details.

The 2017 effective tax rate reflects $12.3 million of tax benefits related to share-based payment transactions in accordance with the January 1, 2017 adoption of the [removed: Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”)] [added: FASB ASU] No. 2016-09, _Improvements to [removed: Employee Share-Based] [added: Employee_ _Share-Based] Payment [removed: Accounting_ (“ASU 2016-09”).][added: Accounting_.]

See Notes 2 and [removed: 8] [added: 9] to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for further details.

The effective tax rates for [added: the fourth 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 2017 realignment costs reduced 2017 net income by $13.0 million and the net benefit related to the [added: Tax] Act increased 2017 net income by $91.6 million.

The 2017 realignment costs had the effect of reducing 2017 diluted earnings per share by [added: $0.05 and the net benefit related to the Tax Act had the effect of increasing 2017 diluted earnings per share by $0.39.]

| | • | | In January 2018, acquired FMH Aerospace (“FMH”), a provider of complex, highly-engineered solutions for the aerospace, defense and space industries; |

| | • | | In April 2018, acquired SoundCom Systems (“SoundCom”), a provider of design, integration, installation and support of clinical workflow and communication systems for healthcare facilities, educational institutions and corporations. SoundCom also serves as a value-added reseller for Rauland-Borg Corporation (“Rauland”) in the Midwest portion of the United States; |

| | • | | In June 2018, acquired Motec GmbH, a provider of integrated vision systems serving the high growth mobile machine vision market. Motec’s ruggedized vision products and integrated software solutions provide customers with improved operational efficiency and enhanced safety across a variety of critical mobile machine applications in transportation, agriculture, logistics and construction; |

| | • | | In October 2018, acquired Forza Silicon Corporation (“Forza”), a leader in the design and production of high-performance imaging sensors used in medical, defense and industrial applications; |

| | • | | In October 2018, acquired Telular Corporation, a provider of communication solutions for logistics management, tank monitoring and security applications; and |

| | • | | In November 2018, acquired Spectro Scientific Corporation, a provider of machine condition monitoring solutions for critical assets in high-value industrial applications. |

| | • | | In October 2018, the Company along with certain of its foreign subsidiaries amended and restated its credit agreement dated as of September 22, 2011, as amended and restated as of March 10, 2016 (the “Credit Agreement”). The Credit Agreement amends and restates the Company’s existing $850 million revolving credit facility, which was due to expire in March 2021. The amended Credit Agreement consists of a five-year revolving credit facility in an aggregate principal amount of $1.5 billion with a final maturity date in October 2023. The revolving credit facility total borrowing capacity excludes an accordion feature that permits the Company to request up to an additional $500 million in revolving credit commitments at any time during the life of the Credit Agreement under certain conditions. The revolving credit facility provides the Company with additional financial flexibility to support its growth plans, including its acquisition strategy. |

| | • | | 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 are 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 will be in January 2019 for $100 million. The proceeds from the fundings of the 2018 Private Placement were used to pay down domestic borrowings under the Company’s revolving credit facility. For further details, see “Liquidity and Capital Resources” herein. |

| | • | | In 2018, the Company repurchased approximately 5,079,000 shares of its common stock for $367.7 million. |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| Electronic Instruments | | $ | 782,144 | | | $ | 671,646 | | | $ | 571,077 | |

| | | | | | | | | | | | | |

| Electromechanical | | | 363,765 | | | | 306,779 | | | | 274,234 | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| Total segment operating income | | | 1,145,909 | | | | 978,425 | | | | 845,311 | |

| | | | | | | | | | | | | |

| Corporate administrative expenses(2) | | | (70,369 | ) | | | (74,805 | ) | | | (54,332 | ) |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| Consolidated operating income(2) | | | 1,075,540 | | | | 903,620 | | | | 790,979 | |

| | | | | | | | | | | | | |

| Interest expense | | | (82,180 | ) | | | (98,029 | ) | | | (94,304 | ) |

| | | | | | | | | | | | | |

| Other expense, net(2) | | | (5,615 | ) | | | (8,862 | ) | | | (3,572 | ) |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| (1) | Effective January 1, 2018, the Company adopted the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, _Revenue from Contracts with Customers_ (“ASU 2014-09”) and modified the standard thereafter within Accounting Standards Codification (“ASC”) Topic 606, _Revenue from Contracts with Customers_ (“ASC 606”) using the modified retrospective method. See Note 3 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K and “Critical Accounting Policies” herein for further details. |

| (2) | In accordance with the retrospective adoption of ASU No. 2017-07, _Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost_ (“ASU 2017-07”), for the years ended December 31, 2017 and 2016, the consolidated statement of income was restated to increase Cost of sales by $9.9 million and $10.3 million, increase Selling, general and administrative expenses by $1.5 million and $0.6 million, and decrease Other expense, net by $11.5 million and $10.9 million, respectively, for net periodic benefit income components other than service cost. For the years ended December 31, 2017 and 2016, the $11.5 million and $10.9 million, respectively, of net periodic benefit income components other than service cost were originally reported in operating income as follows: $5.8 million and $6.6 million in EIG, $4.1 million and $3.6 million in EMG, and $1.5 million and $0.6 million in Corporate administrative expense, respectively. For the year ended December 31, 2018, Other expense, net included $21.0 million for net periodic benefit income components other than service cost. See Note 2 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K. |

In 2018, the Company posted record backlog, orders, sales, operating income, net income, diluted earnings per share and operating cash flow.

The Company achieved these results from organic sales growth in both EIG and EMG, contributions from the acquisitions completed in 2018 and the acquisitions of Arizona Instrument in December 2017, MOCON in June 2017 and Rauland in February 2017, as well as the Company’s Operational Excellence initiatives.

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

Net sales for 2018 were $4,845.9 million, an increase of $545.7 million or 13%, compared with net sales of $4,300.2 million in 2017.

The increase in net sales for 2018 was due to 7% organic sales growth, a 5% increase from acquisitions and favorable 1% effect of foreign currency translation.

EIG net sales were $3,029.0 million in 2018, an increase of 12.6%, compared with $2,690.6 million in 2017.

EMG net sales were $1,816.9 million in 2018, an increase of 12.9%, compared with $1,609.6 million in 2017.

Total international sales for 2018 were $2,448.5 million or 50.5% of net sales, an increase of $234.5 million or 10.6%, compared with international sales of $2,214.0 million or 51.5% of net sales in 2017.

The $234.5 million increase in international sales was primarily driven by organic sales growth.

| | • | | In February 2017, acquired Rauland-Borg Corporation (“Rauland”), a global provider of enterprise clinical and education communications solutions for hospitals, healthcare systems and educational facilities; |

| | • | | In June 2017, acquired MOCON, Inc., 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; and |

| | • | | In December 2017, acquired Arizona Instrument LLC, a provider of differentiated, high-precision moisture and gas measurement instruments in food, pharmaceutical and environmental markets. |

| | • | | During 2017, the Company recorded pre-tax realignment costs totaling $16.8 million. The realignment costs had the effect of reducing net income for 2017 by $13.0 million ($0.05 per diluted share). See below for further discussion. |

| Electronic Instruments | | $ | 677,489 | | | $ | 577,717 | | | $ | 639,399 | |

| Electromechanical | | | 310,875 | | | | 277,873 | | | | 318,098 | |

| Total segment operating income | | | 988,364 | | | | 855,590 | | | | 957,497 | |

| Corporate administrative and other expenses | | | (73,270 | ) | | | (53,693 | ) | | | (49,781 | ) |

| Consolidated operating income | | | 915,094 | | | | 801,897 | | | | 907,716 | |

| Interest and other expenses, net | | | (118,365 | ) | | | (108,794 | ) | | | (101,336 | ) |

| (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. |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

The expected annualized cash savings from the 2017 realignment costs is expected to be approximately $5 million and is expected to be fully realized in 2019.

The 2016 realignment costs and the 2016 impairment charge reduced 2016 net income by $17.0 million and $8.6 million, respectively.

The 2016 realignment costs and the 2016 impairment charge had the effect of reducing 2016 diluted earnings per share by $0.07 and $0.04, respectively.

The fourth quarter of 2017 realignment costs had the effect of reducing the fourth quarter of 2017 diluted earnings per share by $0.05 and the net benefit related to the Act had the effect of increasing the fourth quarter of 2017 diluted earnings per share by $0.39.

The fourth quarter of 2016 realignment costs and fourth quarter of 2016 impairment charge had the effect of reducing the fourth quarter of 2016 diluted earnings per share by $0.07 and $0.04, respectively.

In 2016, the Company was impacted by a weak global economy and the effects of a continued strong U.S. dollar.

Specifically, the Company experienced lower sales in its process businesses that have exposure to oil and gas markets and in its engineered materials, interconnects and packaging businesses that have exposure to metals markets.

Contributions from the acquisitions completed in 2016 and the acquisitions of Surface Vision in July 2015 and Global Tubes in May 2015, as well as the Company’s Operational Excellence initiatives had a positive impact on 2016 results.

Net sales for 2016 were $3,840.1 million, a decrease of $134.2 million or 3.4%, compared with net sales of $3,974.3 million in 2015.

EIG net sales were $2,360.3 million in 2016, a decrease of 2.4%, compared with $2,417.2 million in 2015.

EMG net sales were $1,479.8 million in 2016, a decrease of 5.0%, compared with $1,557.1 million in 2015.

Total international sales for 2016 were $2,010.7 million or 52.4% of net sales, a decrease of $44.0 million or 2.1%, compared with international sales of $2,054.7 million or 51.7% of net sales in 2015.

The $44.0 million decrease in international sales was primarily driven by a weak global economy, as well as the foreign currency translation headwind noted above.

Export shipments decreased primarily due to a weak global economy, as well as the competitive impacts of a strong U.S. dollar.

Orders for 2016 were $3,848.8 million, a decrease of $75.9 million or 1.9%, compared with $3,924.7 million in 2015.

The decrease in orders for 2016 was due to a 5% organic order decline resulting from a weak global economy noted above, partially offset by a 3% increase from acquisitions.

The Company recorded 2015 realignment costs totaling $36.6 million, with $15.9 million recorded in the first quarter of 2015 and $20.7 million recorded in the fourth quarter of 2015 (the “2015 realignment costs”).

The 2015 realignment costs primarily related to reductions in workforce in response to the impact of a weak global economy on certain of the Company’s businesses, as well as the effects of a continued strong U.S. dollar.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | 2016 | | | | | | | | 2015 | | | | | | | | | | |

| Cost of sales | | $ | 24.0 | | | $ | 24.0 | | | $ | 15.8 | | | $ | 20.0 | | | $ | 35.8 | |

| Total | | $ | 25.6 | | | $ | 25.6 | | | $ | 15.9 | | | $ | 20.7 | | | $ | 36.6 | |

| EIG | | $ | 12.4 | | | $ | 12.4 | | | $ | 9.3 | | | $ | 9.3 | | | $ | 18.5 | |

| EMG | | | 11.6 | | | | 11.6 | | | | 6.5 | | | | 10.8 | | | | 17.3 | |

| Total | | $ | 24.0 | | | $ | 24.0 | | | $ | 15.8 | | | $ | 20.0 | | | $ | 35.8 | |

| | | 2016 | | | | | | | | 2015 | | | | | | |

| EIG | | | (200 | ) | | | (50 | ) | | | (150 | ) | | | (70 | ) |

AMETEK’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934 are made available free of charge on the Company’s website at www.ametek.com in the “Investors – Financial [removed: News and] Information” section as soon as reasonably practicable after such material is electronically filed with, or furnished to, the U.S. Securities and Exchange Commission.

Its end markets include aerospace and defense, medical, [removed: automation, mass transit] [added: automation] and other industrial markets.

EMG holds significant positions in niche segments of the aerospace and defense, [removed: automation, medical] [added: automation] and [removed: mass transit] [added: medical] markets.

In its effort to achieve best-cost manufacturing, [added: AMETEK had plants,] as of December 31, [removed: 2017, AMETEK had plants] [added: 2018,] in Brazil, China, the Czech Republic, Malaysia, Mexico, and Serbia.

AMETEK senior management has extensive industry experience and an average of approximately [removed: 25] [added: 26] years of AMETEK service.

Since the beginning of [removed: 2013] [added: 2014] through December 31, [removed: 2017,] [added: 2018,] AMETEK has completed [removed: 18] [added: 21] acquisitions with annualized sales totaling [removed: over $1] [added: more than $1.2] billion, including [removed: three] [added: six] acquisitions in [removed: 2017] [added: 2018] (see “Recent Acquisitions”).

AMETEK has experienced strong growth outside the United States, reflecting an expanding international customer base, investments in [removed: our] [added: its] global infrastructure and the attractive growth potential of its businesses in overseas markets.

Elsewhere in Asia and [removed: in] the Middle East, it has expanded sales, service and technical support.

In [removed: 2017,] [added: 2018,] AMETEK added to its highly differentiated product portfolio with a range of new products across many of its businesses.

In [removed: 2017,] [added: 2018,] the Company [removed: established records for] [added: posted record backlog,] orders, sales, operating income, net income, diluted earnings per share and operating cash flow.

In [removed: 2017,] [added: 2018,] AMETEK achieved sales of [removed: $4,300.2] [added: $4,845.9] million, an increase of [removed: 12.0%] [added: 12.7%] from [removed: 2016] [added: 2017] due to [removed: 6%] [added: 7%] organic sales growth, [removed: with 5% organic sales growth in EIG and 8% organic sales growth in EMG, and] a [removed: 6%] [added: 5%] increase from the [added: 2018 and] 2017 [added: acquisitions] and [removed: 2016 acquisitions.][added: favorable 1% effect of foreign currency translation.]

Diluted earnings per share for [removed: 2017] [added: 2018] were [removed: $2.94,] [added: $3.34,] an increase of [removed: $0.75] [added: $0.40] or [removed: 34.2%,] [added: 13.6%,] compared with [removed: $2.19] [added: $2.94] per diluted share in [removed: 2016.][added: 2017.]

See [removed: “Results of Operations” in Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations and] Note [removed: 8] [added: 10] to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for further details.

AMETEK spent [removed: $556.6] [added: $1,129.3] million in cash, net of cash acquired, to acquire [removed: three] [added: six] businesses in [removed: 2017.][added: 2018.]

[removed: Rauland] [added: SoundCom] is part of EIG.

[removed: In] [added: Acquired in] June 2017, [removed: AMETEK acquired] MOCON, [added: Inc. is] a [added: leading] provider of [removed: laboratory] [added: detectors, instruments, systems] and [removed: field gas analysis instrumentation] [added: consulting services] to research laboratories, production [removed: facilities] [added: facilities,] and quality control [added: and safety] departments in [added: the medical, pharmaceutical,] food and beverage, [removed: pharmaceutical] [added: packaging, environmental, oil] and [removed: industrial applications.][added: gas and other industries worldwide.]

[removed: MOCON] [added: Motec] is part of EIG.

[removed: Arizona Instrument] [added: Forza] is part of EIG.

In the fourth quarter of [removed: 2017,] [added: 2018,] the Company paid in full, at maturity, [removed: $270] [added: $65] million in aggregate principal amount of [removed: 6.20%] [added: 7.18%] private placement senior notes.

Information with respect to reportable segments and geographic areas is set forth in Note [added: 3 and Note] 15 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

AMETEK’s international sales increased [removed: 10.1%] [added: 10.6%] to [removed: $2,214.0] [added: $2,448.5] million in [removed: 2017.][added: 2018.]

International sales represented [removed: 51.5%] [added: 50.5%] of consolidated net sales in [removed: 2017] [added: 2018] compared with [removed: 52.4%] [added: 51.5%] in [removed: 2016.][added: 2017.]

EIG is a leader in the design and manufacture of advanced instruments for the process, [added: aerospace,] power and [removed: industrial, and aerospace] [added: industrial] markets.

[removed: It is a leader in power quality] monitoring and metering, uninterruptible power systems, programmable power equipment, electromagnetic compatibility (“EMC”) test equipment, sensors for gas turbines, dashboard instruments for heavy trucks and other vehicles, and instrumentation and controls for the food and beverage industries.

In [removed: 2017,] [added: 2018,] 52% of EIG’s net sales [removed: was] [added: were] to customers outside the United States.

At December 31, [removed: 2017,] [added: 2018,] EIG employed approximately [removed: 9,200] [added: 10,100] people, of whom approximately [removed: 1,200] [added: 1,000] were covered by collective bargaining agreements.

At December 31, [removed: 2017,] [added: 2018,] EIG had [removed: 86] [added: 93] operating facilities: [removed: 55] [added: 59] in the United [removed: States,] [added: States:] nine in the United [removed: Kingdom,] [added: Kingdom;] eight in [removed: Germany,] [added: Germany;] three [added: each] in [removed: Canada,] [added: Canada and China;] two each in [removed: China, Denmark and] [added: Denmark, Finland,] France and [added: Switzerland; and] one each in Argentina, [removed: Austria, Finland, Mexico] [added: Austria] and [removed: Switzerland.][added: Mexico.]

Process and analytical instrumentation sales represented [removed: 69%] [added: 70%] of EIG’s [removed: 2017] [added: 2018] net sales.

These [removed: sales] [added: businesses] include process analyzers, emission monitors and spectrometers; elemental and surface analysis instruments; level, pressure and temperature sensors and transmitters; radiation measurement devices; level measurement devices; precision manufacturing systems; materials- and force-testing instruments; contact and non-contact metrology products; and clinical and educational communication solutions.

MOCON’s products and technologies complement the Company’s existing gas analysis instrumentation business and [removed: provides] [added: provide] it with opportunities to expand into the growing food and pharmaceutical package testing market.

[removed: _Power] [added: _Aerospace] and [removed: Industrial] [added: Power] Instrumentation Markets and Products_

[removed: Power] [added: Aerospace] and [removed: industrial instrumentation] [added: Power Instrumentation] sales represented [removed: 24%] [added: 30%] of EIG’s [removed: 2017] [added: 2018] net sales.

[removed: This business provides] [added: These businesses produce] power monitoring and metering instruments, uninterruptible power supply systems and programmable power supplies used in a wide range of industrial settings.

It also offers precision power supplies and power conditioning products, and electrical immunity and EMC test [removed: equipment.][added: equipment, sensors for gas turbines, dashboard instruments for heavy trucks and other vehicles, and instrumentation and controls for the food and beverage industries.]

Its high-quality products support [removed: their] [added: its] customers’ increasingly complex production processes and more stringent environmental and safety standards.

_Aerospace [removed: Instrumentation] Markets and Products_

Aerospace [removed: instrumentation] sales represented [removed: 7%] [added: 25%] of [removed: EIG’s 2017] [added: EMG’s 2018] net sales.

[removed: It] [added: AMETEK] serves all segments of the commercial and military aerospace market, including commercial airliners, business jets, regional aircraft and helicopters.

AMETEK also is a leading provider of spare part [removed: sales and repair] [added: sales, repairs] and overhaul services to commercial aerospace.

Approximately 6% of EIG’s [removed: 2017] [added: 2018] net sales [removed: was] [added: were] made to its five largest customers.

| | • | | Vision Research launched several new cameras, including the Phantom® v2610 and v1840 ultrahigh-speed camera and the SS990, S200 and S210 cameras for machine vision applications |

| | • | | Taylor Hobson’s new Form Talysurf® PGI NOVUS is the most-advanced system available for 3D nanometric surface, contour, and dimension measurement |

| | • | | The new Series 9200 PetroAlert gas analyzer from MOCON, a leader in gas testing and analysis, is a rugged, compact, highly versatile instrument used to monitor gas wells and drilling sites |

| | • | | TMC introduced its latest breakthrough for laboratory workstations—the CleanBench Aktiv™ with Everstill™ active vibration cancellation technology |

| | • | | Reichert Technologies now offers the most-advanced and easiest-to-use tonometer—the new Tono-PEN AVIA, for more reliable and accurate vision diagnosis and treatment |

| | • | | Creaform’s CUBE-R coordinate measurement machine is an automated, fully integrated inspection tool used by the automotive and other industries for parts analysis and quality control |

| | • | | AMETEK Powervar launched its 3400 Series uninterruptible power supply system for power-critical applications such as data centers and medical imaging |

| | • | | Zygo Corporation introduced its next-generation optical and non-contact profilers, Nexview NX2, NewView 9000, and ZeGage Pro and Pro HD, that perform highly precise surface measurement |

| | • | | AMETEK Land, a leader in infrared, non-contact temperature measurement, has developed an innovative new pyrometer designed specifically for the steel and metal foundry industry |

| | • | | New Windjammer® PRO Series from AMETEK Dynamic Fluid Solutions are the most powerful air-moving blowers for high-flow applications |

| | • | | CAMECA introduced the first electron probe microanalyzer with a touch-screen interface with the launch of its SXFive-TACTIS high-end microanalytical instrument |

| | • | | ORTEC® Products Group released the DSPEC-50A and DSPEC 502A advanced digital spectrometers for high-resolution gamma spectroscopy applications |

| | • | | SPECTRO Analytical Instruments added a new, more rugged SPECTRO GENESIS to its line of inductively coupled, optical emission spectrometers for industrial and environmental lab analyses |

| | • | | New AC Secondary Power Distribution Units from AMETEK PDS give air framers a lightweight, configurable, low-noise option for aircraft power distribution, control and protection |

| | • | | AMETEK Programmable Power expanded its popular Asterion® power supply platform and added a touch-screen display to its Sorensen SGX Series of power supplies |

| --- | --- | --- | --- |

2018 OVERVIEW

The Company achieved these results from organic sales growth in both EIG and EMG, contributions from recent acquisitions, as well as from the Company’s Operational Excellence initiatives.

In January 2018, AMETEK acquired FMH Aerospace (“FMH”), a provider of complex, highly engineered solutions for the aerospace, defense and space industries.

FMH is part of EMG.

In April 2018, AMETEK acquired SoundCom Systems (“SoundCom”), a provider of design, integration, installation and support of clinical workflow and communication systems for healthcare facilities, educational institutions and corporations.

SoundCom also serves as a value-added reseller in the Midwestern United States for Rauland-Borg Corporation (“Rauland”), which is a business unit of AMETEK.

In June 2018, AMETEK acquired Motec GmbH, a provider of integrated vision systems that serve the high growth mobile machine vision market.

Motec’s ruggedized vision products and integrated software solutions provide customers with improved operational efficiency and enhanced safety across a variety of critical mobile machine applications in transportation, agriculture, logistics and construction.

In October 2018, AMETEK acquired Forza Silicon Corporation (“Forza”), a leader in the design and production of high-performance imaging sensors used in medical, defense and industrial applications.

In October 2018, AMETEK acquired Telular Corporation, a provider of communication solutions for logistics management, tank monitoring and security applications.

Telular is part of EIG.

In November 2018, AMETEK acquired Spectro Scientific Corporation, a provider of machine condition monitoring solutions for critical assets in high-value industrial applications.

Spectro Scientific is part of EIG.

In the third quarter of 2018, the Company paid in full, at maturity, $80 million in aggregate principal amount of 6.35% private placement senior notes and $160 million in aggregate principal amount of 7.08% private placement senior notes.

In October 2018, the Company along with certain of its foreign subsidiaries amended and restated its credit agreement dated as of September 22, 2011, as amended and restated as of March 10, 2016 (the “Credit

Agreement”).

The Credit Agreement amends and restates the Company’s existing $850 million revolving credit facility, which was due to expire in March 2021.

The amended Credit Agreement now consists of a five-year revolving credit facility in an aggregate principal amount of $1.5 billion with a final maturity date in October 2023.

The revolving credit facility total borrowing capacity excludes an accordion feature that permits the Company to request up to an additional $500 million in revolving credit commitments at any time during the life of the Credit Agreement under certain conditions.

The revolving credit facility provides the Company with additional financial flexibility to support its growth plans, including its acquisition strategy.

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 are 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 will be in January 2019 for $100 million.

| | • | | Creaform has teamed its SmartDENT 3D™ surface inspection software with its HandyPROBE Next 3D scanner to perform inspection and damage assessment of aircraft surfaces; |

| | • | | Dunkermotoren expanded its range of smart motors with external Ethercat electronics with the addition of its flagship BG95 brushless DC motor; |

| | • | | Technical Manufacturing Corporation (“TMC”) incorporated the latest vibration isolation technology into its UltraDamp™ system for highly sensitive equipment and SEM-Base® VI system for scanning electron microscopes; |

| | • | | Vision Research built upon its award-winning imaging technology in designing the Phantom® Flex4K-GS high-speed camera for scientific research, defense and aerospace applications; |

| | • | | Acquired in February 2017, Rauland-Borg Corporation’s (“Rauland”) Responder® 5 systems bring advanced communications, information exchange and intelligent workflow technology solutions to hospitals and healthcare facilities; |

| | • | | Reichert Technologies added to its leading position in vision testing and eye disease diagnosis with its ClearChart® 4 family of digital acuity systems; |

| | • | | Land Instruments introduced its Near Infrared Borescope non-contact thermal imager for the aluminum and glass processing industries; |

| | • | | CAMECA developed the first cryo-transfer local electrode atom probe helping researchers conduct breakthrough research into three-dimensional atomic analysis; |

| | • | | EDAX was granted a U.S. patent for the technology that underlies the software for its latest electron backscatter diffraction microanalysis instruments; |

| | • | | The ORTEC Detective X™, a handheld radioisotope identifier represents the gold standard for many of world’s leading homeland security and defense agencies; |

| | • | | Solidstate Controls designed its SlimLine uninterruptible power supply product line to meet the highly specialized needs of offshore oil and gas platforms; |

| | • | | Acquired in June 2017, MOCON, Inc. launched the AQUATRAN Model 3 system to measure the water vapor transmission rate of ultrahigh barrier materials; |

| | • | | The SPECTROPORT portable metals analyzer from SPECTRO Analytical Instruments offers advanced optical emission spectroscopy technology in an easy-to-use handheld device; and |

| | • | | Grabner Instruments’ MINISCAN IR VISION portable analyzer offers cutting-edge performance and speeds in delivering reliable and accurate analysis of diesel and jet fuels. |

2017 OVERVIEW

The strengthening global economic environment compared to 2016, contributions from recent acquisitions, and continued focus on and implementation of Operational Excellence initiatives, had a positive impact on 2017 results.

On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”).

As a result, in the fourth quarter of 2017, the Company recorded a net benefit of $91.6 million in the consolidated statement of income as a component of Provision for income taxes.

The Act had the effect of increasing 2017 diluted earnings per share by $0.39.

In February 2017, AMETEK acquired Rauland, a global provider of enterprise clinical and education communications solutions for hospitals, healthcare systems and educational facilities.

In December 2017, AMETEK acquired Arizona Instrument LLC, a provider of differentiated, high-precision moisture and gas measurement instruments for use in the food, pharmaceutical and environmental markets.

Acquired in June 2017, MOCON is a leading provider of detectors, instruments, systems and consulting services to research laboratories, production facilities, and quality control and safety departments in the medical, pharmaceutical, food and beverage, packaging, environmental, oil and gas and other industries worldwide.

Acquired in July 2016, HS Foils develops patented silicon nitride window technology that significantly expands the limits of x-ray window performance and areas of application.

HS Foils also has extensive expertise in silicon PIN diode and silicon drift detector manufacturing.

Acquired in July 2016, Nu Instruments offers a full suite of magnetic sector mass spectrometers used in advanced laboratory analysis across demanding research applications in the environmental and earth sciences, material characterization and nuclear isotope analysis.

Nu Instruments’ customers include leading universities and research institutions, and technical manufacturing and materials analysis companies.

Acquired in January 2016, Brookfield is the global leader in viscosity measurement instrumentation and offers a complete range of viscometers and rheometers, as well as instrumentation to analyze texture and powder flow.

Its products are used primarily for quality control applications in a broad range of markets, including food and beverage, pharmaceuticals, oil and gas, paints, solvents, chemicals, coatings and packaging.

Acquired in January 2016, ESP/SurgeX is a leader in power protection, monitoring, and diagnostic solutions.

ESP/SurgeX is the leading industry provider of on-site and remote power protection products used by industries to lower service costs and ensure reliable electric power to critical equipment.

Its patented technology is widely used by the business equipment, imaging, audio visual, information technology, gaming and vending industries.

_Technical Motors and Systems Markets and Products_

Technical motors and systems sales represented 65% of EMG’s 2017 net sales.

sensitive devices and mission-critical electronics.

Acquired in October 2016, Laserage Technology Corporation (“Laserage”) offers precision tube fabrication of minimally invasive surgical devices, stents and catheter-based delivery systems.

Laserage’s expertise includes laser fabrication of flat stock and tube for medical devices and specialty catheters.

| [removed: |] ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

For the fiscal year ended December 31, [removed: 2017][added: 2018]

| [removed: |] ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| [removed: (State] [added: (State] or other jurisdiction [removed: of incorporation] [added: of incorporation] or [removed: organization)] [added: organization)] | | [removed: (I.R.S. Employer Identification No.)] [added: (I.R.S. Employer Identification No.)] |

| [removed: (Address] [added: (Address] of principal executive [removed: offices)] [added: offices)] | | [removed: (Zip Code)] [added: (Zip Code)] |

[removed: Registrant’s] [added: Registrant’s] telephone number, including area code: [removed: (610) 647-2121][added: (610) 647-2121]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of each [removed: class] [added: class] | | [removed: Name] [added: Name] of each exchange on which [removed: registered] [added: registered] |

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the Act: [added: None]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: 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 [removed: and post] such files).

| [removed: Large accelerated filer ☒ | | Accelerated] [added: Non-accelerated] filer [removed: ☐] | | [removed: Non-accelerated filer] ☐ | | Smaller reporting company [added: | |] ☐ |

| | | | | [removed: (Do not check if a smaller reporting company) | |] Emerging growth company [added: | |] ☐ |

The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately [removed: $14.0] [added: $16.7] billion as of June [removed: 30, 2017,] [added: 29, 2018,] the last business day of the registrant’s most recently completed second fiscal quarter.

The number of shares of the registrant’s Common Stock outstanding as of January 31, [removed: 2018] [added: 2019] was [removed: 231,334,609.][added: 227,131,830.]

Part III incorporates information by reference from the Proxy Statement for the Annual Meeting of Stockholders on May [removed: 8, 2018.][added: 9, 2019.]

[removed: 2017] [added: 2018] Form 10-K Annual Report

| [removed: PART I] [added: [PART I](#tx640432_1)] | | | | | | |

| [removed: [Item 1.](#tx507265_1)] [added: Item 1.] | | [removed: [Business](#tx507265_1)] [added: [Business](#tx640432_2)] | | | 2 | |

| [removed: [Item 1A.](#tx507265_2)] [added: Item 1A.] | | [Risk [removed: Factors](#tx507265_2)] [added: Factors](#tx640432_3)] | | | 11 | |

| [removed: [Item 1B.](#tx507265_3)] [added: Item 1B.] | | [Unresolved Staff [removed: Comments](#tx507265_3)] [added: Comments](#tx640432_4)] | | | [removed: 17] [added: 18] | |

| [removed: [Item 2.](#tx507265_4)] [added: Item 2.] | | [removed: [Properties](#tx507265_4)] [added: [Properties](#tx640432_5)] | | | [removed: 18] [added: 19] | |

| [removed: [Item 3.](#tx507265_5)] [added: Item 3.] | | [Legal [removed: Proceedings](#tx507265_5)] [added: Proceedings](#tx640432_6)] | | | [removed: 18] [added: 19] | |

| [removed: PART II] [added: [PART II](#tx640432_7)] | | | | | | |

| [removed: [Item 5.](#tx507265_6)] [added: Item 5.] | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#tx507265_6)] [added: Securities](#tx640432_8)] | | | [removed: 19] [added: 20] | |

| [removed: [Item 6.](#tx507265_7)] [added: Item 6.] | | [Selected Financial [removed: Data](#tx507265_7)] [added: Data](#tx640432_9)] | | | [removed: 22] [added: 24] | |

| [removed: [Item 7.](#tx507265_8)] [added: Item 7.] | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#tx507265_8)] [added: Operations](#tx640432_10)] | | | [removed: 24] [added: 27] | |

| [removed: [Item 7A.](#tx507265_9)] [added: Item 7A.] | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#tx507265_9)] [added: Risk](#tx640432_11)] | | | [removed: 46] [added: 51] | |

| [removed: [Item 8.](#tx507265_10)] [added: Item 8.] | | [Financial Statements and Supplementary [removed: Data](#tx507265_10)] [added: Data](#tx640432_12)] | | | [removed: 47] [added: 52] | |

| [removed: [Item 9.](#tx507265_11)] [added: Item 9.] | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#tx507265_11)] [added: Disclosure](#tx640432_13)] | | | [removed: 94] [added: 102] | |

| [removed: [Item 9A.](#tx507265_12)] [added: Item 9A.] | | [Controls and [removed: Procedures](#tx507265_12)] [added: Procedures](#tx640432_14)] | | | [removed: 94] [added: 102] | |

| [removed: [Item 9B.](#tx507265_13)] [added: Item 9B.] | | [Other [removed: Information](#tx507265_13)] [added: Information](#tx640432_15)] | | | [removed: 94] [added: 102] | |

| [removed: PART III] [added: [PART III](#tx640432_16)] | | | | | | |

| [removed: [Item 10.](#tx507265_14)] [added: Item 10.] | | [Directors, Executive Officers and Corporate [removed: Governance](#tx507265_14)] [added: Governance](#tx640432_17)] | | | [removed: 94] [added: 102] | |

| [removed: [Item 11.](#tx507265_15)] [added: Item 11.] | | [Executive [removed: Compensation](#tx507265_15)] [added: Compensation](#tx640432_18)] | | | [removed: 95] [added: 103] | |

| [removed: [Item 12.](#tx507265_16)] [added: Item 12.] | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#tx507265_16)] [added: Matters](#tx640432_19)] | | | [removed: 95] [added: 103] | |

| [removed: [Item 13.](#tx507265_17)] [added: Item 13.] | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#tx507265_17)] [added: Independence](#tx640432_20)] | | | [removed: 95] [added: 103] | |

| [removed: [Item 14.](#tx507265_18)] [added: Item 14.] | | [Principal Accounting Fees and [removed: Services](#tx507265_18)] [added: Services](#tx640432_21)] | | | [removed: 95] [added: 103] | |

| [removed: PART IV] [added: [PART IV](#tx640432_22)] | | | | | | |

| [removed: [Item 15.](#tx507265_19)] [added: Item 15.] | | [Exhibits and Financial Statement [removed: Schedules](#tx507265_19)] [added: Schedules](#tx640432_23)] | | | [removed: 96] [added: 104] | |

10-K 1 d640432d10k.htm FORM 10-K

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| Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |

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| [SIGNATURES](#tx640432_24) | | | | | 108 | |

10-K 1 d507265d10k.htm FORM 10-K

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None

(Title of Class)

| [SIGNATURES](#tx507265_20) | | | | | 99 | |

At December 31, [removed: 2017,] [added: 2018,] the Company had [removed: 149] [added: 159] operating facilities in 25 states and 17 foreign countries.

Of these facilities, 60 are owned by the Company and [removed: 89] [added: 99] are leased.

The properties owned by the Company consist of approximately [removed: 724] [added: 717] acres, of which approximately 5.3 million square feet are under roof.

Under lease is a total of approximately [removed: 3.3] [added: 3.5] million square feet.

The leases expire over a range of years from [removed: 2018] [added: 2019] to 2082, with renewal options for varying terms contained in many of the leases.

The operating facilities of the Company by reportable segment were as follows at December 31, [removed: 2017:][added: 2018:]

| | | Number of [removed: Operating Facilities] [added: Operating Facilities] | | | | | | | | Square Feet Under Roof | | | | | | |

| Electronic Instruments | | | [removed: 29] [added: 30] | | | | [removed: 57] [added: 63] | | | | [removed: 2,146,000] [added: 2,229,000] | | | | [removed: 2,194,000] [added: 2,118,000] | |

| Electromechanical | | | 30 | | | | 36 | | | | 3,045,000 | | | | 1,346,000 | |

| | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | |

| Total | | | 60 | | | | 99 | | | | 5,274,000 | | | | 3,464,000 | |

| | | | | | | | | | | | | | | | | |

| Electromechanical | | | 31 | | | | 32 | | | | 3,160,000 | | | | 1,056,000 | |

| Total | | | 60 | | | | 89 | | | | 5,306,000 | | | | 3,250,000 | |

The principal market on which the Company’s common stock is traded is the New York Stock Exchange and it is traded under the symbol “AME.” On January 31, [removed: 2018,] [added: 2019,] there were approximately 1,900 holders of record of the Company’s common stock.

Under its share repurchase program, the Company repurchased approximately [removed: 114,000] [added: 5,079,000] shares of its common stock for [removed: $6.9] [added: $367.7] million in [removed: 2017] [added: 2018] and approximately [removed: 7,099,000] [added: 114,000] shares of its common stock for [removed: $336.1] [added: $6.9] million in [removed: 2016.][added: 2017.]

| Dividends paid per share | | $ | [removed: 0.09] [added: 0.14] | | | $ | [removed: 0.09] [added: 0.14] | | | $ | [removed: 0.09] [added: 0.14] | | | $ | [removed: 0.09] [added: 0.14] | |

| High | | [removed: $] [added: $] | [removed: 55.48] [added: 55.48] | | | [removed: $] [added: $] | [removed: 62.89] [added: 62.89] | | | [removed: $] [added: $] | [removed: 66.70] [added: 66.70] | | | [removed: $] [added: $] | [removed: 73.06] [added: 73.06] | |

| Low | | [removed: $] [added: $] | [removed: 48.55] [added: 48.55] | | | [removed: $] [added: $] | [removed: 53.19] [added: 53.19] | | | [removed: $] [added: $] | [removed: 60.50] [added: 60.50] | | | [removed: $] [added: $] | [removed: 65.65] [added: 65.65] | |

The following table reflects purchases of AMETEK, Inc. common stock by the Company during the three months ended December 31, [removed: 2017:][added: 2018:]

| Period | | Total [removed: Number of Shares Purchased (1)(2)] [added: Number of Shares Purchased (1)(2)] | | | | Average Price Paid per Share | | | | Total [removed: Number of Shares Purchased] [added: Number of Shares Purchased] as Part of Publicly [removed: Announced Plan (2)] [added: Announced Plan (2)] | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan | | |

The following table sets forth information as of December 31, [removed: 2017] [added: 2018] regarding all of the Company’s existing compensation plans pursuant to which equity securities are authorized for issuance to employees and nonemployee directors:

| Plan category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | | Weighted average exercise price of outstanding options, [removed: warrants and] [added: warrants and] rights (b) | | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | |

The following graph and accompanying table compare the cumulative total stockholder return for AMETEK over the last five years ended December 31, [removed: 2017] [added: 2018] with total returns for the same period for the Standard and Poor’s (“S&P”) 500 [removed: Index] [added: Index, S&P Industrials] and Russell 1000 Index.

AMETEK’s stock price is a component of [removed: both] [added: all three] indices.

The performance graph and table assume a $100 investment made on December 31, [removed: 2012] [added: 2013] and reinvestment of all dividends.

[removed: ][added: ]

| | | [removed: 2012 | | | |] 2013 | | | | 2014 | | | | 2015 | | | | 2016 | | | | 2017 | | | [added: | 2018 | | |]

| 2018 | | | | | | | | | | | | | | | | |

| High | | $ | 79.32 | | | $ | 77.20 | | | $ | 81.92 | | | $ | 80.32 | |

| | | | | | | | | | | | | | | | | |

| Low | | $ | 71.16 | | | $ | 68.57 | | | $ | 70.79 | | | $ | 63.14 | |

| | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | |

| October 1, 2018 to October 31, 2018 | | | — | | | $ | — | | | | — | | | $ | 364,693,122 | |

| | | | | | | | | | | | | | | | | |

| November 1, 2018 to November 30, 2018 | | | 3,597,787 | | | | 73.56 | | | | 3,597,787 | | | | 100,043,475 | |

| | | | | | | | | | | | | | | | | |

| December 1, 2018 to December 31, 2018 | | | 1,426,020 | | | | 69.42 | | | | 1,426,020 | | | | 1,049,618 | |

| | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | |

| Total | | | 5,023,807 | | | | 72.38 | | | | 5,023,807 | | | | | |

| | | | | | | | | | | | | | | | | |

| Equity compensation plans approved by security holders | | | 5,628,984 | | | $ | 53.46 | | | | 5,418,434 | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| Total | | | 5,628,984 | | | | 53.46 | | | | 5,418,434 | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | |

| AMETEK, Inc. | | $ | 100.00 | | | $ | 100.55 | | | $ | 103.08 | | | $ | 94.18 | | | $ | 141.25 | | | $ | 132.93 | |

| | | | | | | | | | | | | | | | | | | | | | | | | |

| Russell 1000 Index | | | 100.00 | | | | 113.24 | | | | 114.28 | | | | 128.05 | | | | 155.82 | | | | 148.37 | |

| | | | | | | | | | | | | | | | | | | | | | | | | |

| S&P 500 Index | | | 100.00 | | | | 113.69 | | | | 115.26 | | | | 129.05 | | | | 157.22 | | | | 150.33 | |

| | | | | | | | | | | | | | | | | | | | | | | | | |

| S&P Industrials | | | 100.00 | | | | 109.83 | | | | 107.04 | | | | 127.23 | | | | 153.99 | | | | 133.53 | |

##### [Table of Contents](#toc)

| 2016 | | | | | | | | | | | | | | | | |

| High | | $ | 52.93 | | | $ | 52.61 | | | $ | 50.27 | | | $ | 51.26 | |

| Low | | $ | 42.82 | | | $ | 43.28 | | | $ | 43.30 | | | $ | 43.98 | |

| October 1, 2017 to October 31, 2017 | | | 1,647 | | | $ | 68.73 | | | | 1,647 | | | $ | 368,751,020 | |

| November 1, 2017 to November 30, 2017 | | | 345 | | | | 68.42 | | | | 345 | | | | 368,727,415 | |

| December 1, 2017 to December 31, 2017 | | | — | | | | — | | | | — | | | | 368,727,415 | |

| Total | | | 1,992 | | | | 68.68 | | | | 1,992 | | | | | |

| Equity compensation plans approved by security holders | | | 5,582,803 | | | $ | 48.99 | | | | 6,395,457 | |

| Total | | | 5,582,803 | | | | 48.99 | | | | 6,395,457 | |

| AMETEK, Inc. | | $ | 100.00 | | | $ | 140.95 | | | $ | 141.73 | | | $ | 145.28 | | | $ | 132.75 | | | $ | 199.09 | |

| S&P 500 Index | | | 100.00 | | | | 132.39 | | | | 150.51 | | | | 152.59 | | | | 170.84 | | | | 208.14 | |

| Russell 1000 Index | | | 100.00 | | | | 133.11 | | | | 150.73 | | | | 152.12 | | | | 170.45 | | | | 207.42 | |

The following financial information for the five years ended December 31, [removed: 2017,] [added: 2018,] has been derived from the Company’s consolidated financial statements.

| | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Net [removed: sales] [added: sales(1)] | | $ | [removed: 4,300.2] [added: 4,845.9] | | | $ | [removed: 3,840.1] [added: 4,300.2] | | | $ | [removed: 3,974.3] [added: 3,840.1] | | | $ | [removed: 4,022.0] [added: 3,974.3] | | | $ | [removed: 3,594.1] [added: 4,022.0] | |

| Operating [removed: income] [added: income(2)] | | $ | [removed: 915.1] [added: 1,075.5] | | | $ | [removed: 801.9] [added: 903.6] | | | $ | [removed: 907.7] [added: 791.0] | | | $ | [removed: 898.6] [added: 907.7] | | | $ | [removed: 815.1] [added: 898.6] | |

| Interest expense | | $ | [removed: 98.0] [added: 82.2] | | | $ | [removed: 94.3] [added: 98.0] | | | $ | [removed: 91.8] [added: 94.3] | | | $ | [removed: 79.9] [added: 91.8] | | | $ | [removed: 73.6] [added: 79.9] | |

| Net income | | $ | [removed: 681.5] [added: 777.9] | | | $ | [removed: 512.2] [added: 681.5] | | | $ | [removed: 590.9] [added: 512.2] | | | $ | [removed: 584.5] [added: 590.9] | | | $ | [removed: 517.0] [added: 584.5] | |

| Basic | | $ | [removed: 2.96] [added: 3.37] | | | $ | [removed: 2.20] [added: 2.96] | | | $ | [removed: 2.46] [added: 2.20] | | | $ | [removed: 2.39] [added: 2.46] | | | $ | [removed: 2.12] [added: 2.39] | |

| Diluted | | $ | [removed: 2.94] [added: 3.34] | | | $ | [removed: 2.19] [added: 2.94] | | | $ | [removed: 2.45] [added: 2.19] | | | $ | [removed: 2.37] [added: 2.45] | | | $ | [removed: 2.10] [added: 2.37] | |

| Dividends declared and paid per share | | $ | [removed: 0.36] [added: 0.56] | | | $ | 0.36 | | | $ | 0.36 | | | $ | [removed: 0.33] [added: 0.36] | | | $ | [removed: 0.24] [added: 0.33] | |

| Basic | | | [removed: 230.2] [added: 230.8] | | | | [removed: 232.6] [added: 230.2] | | | | [removed: 239.9] [added: 232.6] | | | | [removed: 244.9] [added: 239.9] | | | | [removed: 243.9] [added: 244.9] | |

| Diluted | | | [removed: 231.8] [added: 232.7] | | | | [removed: 233.7] [added: 231.8] | | | | [removed: 241.6] [added: 233.7] | | | | [removed: 247.1] [added: 241.6] | | | | [removed: 246.1] [added: 247.1] | |

| Operating income — Return on net [removed: sales] [added: sales(2)] | | | [removed: 21.3] [added: 22.2] | % | | | [removed: 20.9] [added: 21.0] | % | | | [removed: 22.8] [added: 20.6] | % | | | [removed: 22.3] [added: 22.8] | % | | | [removed: 22.7] [added: 22.3] | % |

| — Return on average total [removed: assets] [added: assets(2)] | | | [removed: 12.3] [added: 13.1] | % | | | [removed: 11.7] [added: 12.1] | % | | | [removed: 13.9] [added: 11.5] | % | | | [removed: 14.6] [added: 13.9] | % | | | [removed: 14.7] [added: 14.6] | % |

| Net income — Return on average total capital | | | [removed: 11.6] [added: 11.9] | % | | | [removed: 9.5] [added: 11.6] | % | | | [removed: 11.6] [added: 9.5] | % | | | [removed: 12.3] [added: 11.6] | % | | | [removed: 12.1] [added: 12.3] | % |

| — Return on average stockholders’ equity | | | [removed: 18.7] [added: 18.8] | % | | | [removed: 15.7] [added: 18.7] | % | | | [removed: 18.2] [added: 15.7] | % | | | [removed: 18.3] [added: 18.2] | % | | | [removed: 18.2] [added: 18.3] | % |

| [removed: EBITDA(1)] [added: EBITDA(3)] | | $ | [removed: 1,076.0] [added: 1,267.7] | | | $ | [removed: 966.0] [added: 1,076.0] | | | $ | [removed: 1,046.9] [added: 966.0] | | | $ | [removed: 1,022.6] [added: 1,046.9] | | | $ | [removed: 916.3] [added: 1,022.6] | |

| Ratio of EBITDA to interest [removed: expense(1)] [added: expense(3)] | | | [removed: 11.0x] [added: 15.4x] | | | | [removed: 10.2x] [added: 11.0x] | | | | [removed: 11.4x] [added: 10.2x] | | | | [removed: 12.8x] [added: 11.4x] | | | | [removed: 12.4x] [added: 12.8x] | |

| Depreciation and amortization | | $ | [removed: 183.2] [added: 199.5] | | | $ | [removed: 179.7] [added: 183.2] | | | $ | [removed: 149.5] [added: 179.7] | | | $ | [removed: 138.6] [added: 149.5] | | | $ | [removed: 118.7] [added: 138.6] | |

| Capital expenditures | | $ | [removed: 75.1] [added: 82.1] | | | $ | [removed: 63.3] [added: 75.1] | | | $ | [removed: 69.1] [added: 63.3] | | | $ | [removed: 71.3] [added: 69.1] | | | $ | [removed: 63.3] [added: 71.3] | |

| Cash provided by operating activities | | $ | [removed: 833.3] [added: 925.5] | | | $ | [removed: 756.8] [added: 833.3] | | | $ | [removed: 672.5] [added: 756.8] | | | $ | [removed: 726.0] [added: 672.5] | | | $ | [removed: 660.7] [added: 726.0] | |

| Free cash [removed: flow(2)] [added: flow(4)] | | $ | [removed: 758.2] [added: 843.4] | | | $ | [removed: 693.5] [added: 758.2] | | | $ | [removed: 603.4] [added: 693.5] | | | $ | [removed: 654.7] [added: 603.4] | | | $ | [removed: 597.4] [added: 654.7] | |

| Current [removed: assets] [added: assets(1)] | | $ | [removed: 1,934.7] [added: 1,836.1] | | | $ | [removed: 1,928.2] [added: 1,934.7] | | | $ | [removed: 1,618.8] [added: 1,928.2] | | | $ | [removed: 1,577.6] [added: 1,618.8] | | | $ | [removed: 1,368.3] [added: 1,577.6] | |

| Current [removed: liabilities] [added: liabilities(1)] | | $ | [removed: 1,138.7] [added: 1,258.7] | | | $ | [removed: 924.4] [added: 1,138.7] | | | $ | [removed: 1,024.0] [added: 924.4] | | | $ | [removed: 934.5] [added: 1,024.0] | | | $ | [removed: 872.7] [added: 934.5] | |

| Property, plant and equipment, net | | $ | [removed: 493.3] [added: 554.1] | | | $ | [removed: 473.2] [added: 493.3] | | | $ | [removed: 484.5] [added: 473.2] | | | $ | [removed: 448.4] [added: 484.5] | | | $ | [removed: 402.8] [added: 448.4] | |

| Total [removed: assets] [added: assets(1)] | | $ | [removed: 7,796.1] [added: 8,662.3] | | | $ | [removed: 7,100.7] [added: 7,796.1] | | | $ | [removed: 6,660.5] [added: 7,100.7] | | | $ | [removed: 6,415.9] [added: 6,660.5] | | | $ | [removed: 5,874.4] [added: 6,415.9] | |

| Long-term debt, net | | $ | [removed: 1,866.2] [added: 2,273.8] | | | $ | [removed: 2,062.6] [added: 1,866.2] | | | $ | [removed: 1,553.1] [added: 2,062.6] | | | $ | [removed: 1,424.4] [added: 1,553.1] | | | $ | [removed: 1,140.1] [added: 1,424.4] | |

| Total debt, net | | $ | [removed: 2,174.3] [added: 2,632.7] | | | $ | [removed: 2,341.6] [added: 2,174.3] | | | $ | [removed: 1,938.0] [added: 2,341.6] | | | $ | [removed: 1,709.0] [added: 1,938.0] | | | $ | [removed: 1,411.5] [added: 1,709.0] | |

| Stockholders’ equity | | $ | [removed: 4,027.6] [added: 4,241.9] | | | $ | [removed: 3,256.5] [added: 4,027.6] | | | $ | [removed: 3,254.6] [added: 3,256.5] | | | $ | [removed: 3,239.6] [added: 3,254.6] | | | $ | [removed: 3,136.1] [added: 3,239.6] | |

| Stockholders’ equity per share | | $ | [removed: 17.42] [added: 18.68] | | | $ | [removed: 14.20] [added: 17.42] | | | $ | [removed: 13.82] [added: 14.20] | | | $ | [removed: 13.42] [added: 13.82] | | | $ | [removed: 12.80] [added: 13.42] | |

| Total debt as a percentage of capitalization | | | [removed: 35.1] [added: 38.3] | % | | | [removed: 41.8] [added: 35.1] | % | | | [removed: 37.3] [added: 41.8] | % | | | [removed: 34.5] [added: 37.3] | % | | | [removed: 31.0] [added: 34.5] | % |

| Net debt as a percentage of [removed: capitalization(3)] [added: capitalization(5)] | | | [removed: 27.5] [added: 34.9] | % | | | [removed: 33.3] [added: 27.5] | % | | | [removed: 32.4] [added: 33.3] | % | | | [removed: 29.1] [added: 32.4] | % | | | [removed: 26.3] [added: 29.1] | % |

| [removed: (1)] [added: (3)] | 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: |

| Interest expense | | | [removed: 98.0] [added: 82.2] | | | | [removed: 94.3] [added: 98.0] | | | | [removed: 91.8] [added: 94.3] | | | | [removed: 79.9] [added: 91.8] | | | | [removed: 73.6] [added: 79.9] | |

| Interest income | | | [removed: (2.0] [added: (1.7] | ) | | | [removed: (1.1] [added: (2.0] | ) | | | [removed: (0.8] [added: (1.1] | ) | | | (0.8 | ) | | | (0.8 | ) |

| Income taxes | | | [removed: 115.3] [added: 209.8] | | | | [removed: 180.9] [added: 115.3] | | | | [removed: 215.5] [added: 180.9] | | | | [removed: 220.4] [added: 215.5] | | | | [removed: 207.8] [added: 220.4] | |

| Depreciation | | | [removed: 82.0] [added: 85.4] | | | | [removed: 74.8] [added: 82.0] | | | | [removed: 68.7] [added: 74.8] | | | | [removed: 63.7] [added: 68.7] | | | | [removed: 57.2] [added: 63.7] | |

| Amortization | | | [removed: 101.2] [added: 114.1] | | | | [removed: 104.9] [added: 101.2] | | | | [removed: 80.8] [added: 104.9] | | | | [removed: 74.9] [added: 80.8] | | | | [removed: 61.5] [added: 74.9] | |

| Total adjustments | | | [removed: 394.5] [added: 489.8] | | | | [removed: 453.8] [added: 394.5] | | | | [removed: 456.0] [added: 453.8] | | | | [removed: 438.1] [added: 456.0] | | | | [removed: 399.3] [added: 438.1] | |

| EBITDA | | $ | [removed: 1,076.0] [added: 1,267.7] | | | $ | [removed: 966.0] [added: 1,076.0] | | | $ | [removed: 1,046.9] [added: 966.0] | | | $ | [removed: 1,022.6] [added: 1,046.9] | | | $ | [removed: 916.3] [added: 1,022.6] | |

| [removed: (2)] [added: (4)] | 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. (Also see note [removed: 1] [added: 3] above). The following table presents the reconciliation of cash flow from operating activities reported in accordance with U.S. GAAP to free cash flow: |

| | | | | | | | | | | | | | | | | | | | | |

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| (1) | Effective January 1, 2018, the Company adopted the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, _Revenue from Contracts with Customers_ (“ASU 2014-09”) and modified the standard thereafter within Accounting Standards Codification (“ASC”) Topic 606, _Revenue from Contracts with Customers_ (“ASC 606”) using the modified retrospective method. See Note 3 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K and “Critical Accounting Policies” herein for further details. |

| (2) | Amounts prior to 2016 do not reflect the adoption of ASU No. 2017-07, _Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost_ (“ASU 2017-07”). See Note 2 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for further details. |

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| | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | | | 2014 | | |

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| Net income | | $ | 777.9 | | | $ | 681.5 | | | $ | 512.2 | | | $ | 590.9 | | | $ | 584.5 | |

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| | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | | | 2014 | | |

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| Cash provided by operating activities | | $ | 925.5 | | | $ | 833.3 | | | $ | 756.8 | | | $ | 672.5 | | | $ | 726.0 | |

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| | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | | | 2014 | | |

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| Total debt, net | | $ | 2,632.7 | | | $ | 2,174.3 | | | $ | 2,341.6 | | | $ | 1,938.0 | | | $ | 1,709.0 | |

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| [Reports of [removed: Management](#tx507265_22)] [added: Management](#tx640432_25)] | | | [removed: 48] [added: 53] | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#tx507265_23)] [added: Firm](#tx640432_26)] | | | [removed: 49] [added: 54] | |

| [Consolidated Statement of Income for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#tx507265_24)] [added: 2016](#tx640432_27)] | | | [removed: 51] [added: 56] | |

| [Consolidated Statement of Comprehensive Income for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#tx507265_25)] [added: 2016](#tx640432_28)] | | | [removed: 52] [added: 57] | |

| [Consolidated Balance Sheet at December 31, [removed: 2017] [added: 2018] and [removed: 2016](#tx507265_26)] [added: 2017](#tx640432_29)] | | | [removed: 53] [added: 58] | |

| [Consolidated Statement of Stockholders’ Equity for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#tx507265_27)] [added: 2016](#tx640432_30)] | | | [removed: 54] [added: 59] | |

| [Consolidated Statement of Cash Flows for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#tx507265_28)] [added: 2016](#tx640432_31)] | | | [removed: 55] [added: 60] | |

| [Notes to Consolidated Financial [removed: Statements](#tx507265_29)] [added: Statements](#tx640432_32)] | | | [removed: 56] [added: 61] | |

The report of the Audit Committee is included in the Company’s Proxy Statement for the [removed: 2018] [added: 2019] Annual Meeting of Stockholders.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, AMETEK, Inc. conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2017] [added: 2018] based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on that evaluation, our management concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2017.][added: 2018.]

[removed: The] [added: In 2017, the] Company [removed: acquired Rauland-Borg Corporation (“Rauland”)] [added: spent $556.6 million] in [added: cash, net of cash acquired, to acquire Rauland in] February 2017, MOCON, Inc. in June 2017 and Arizona Instrument LLC in December 2017.

As permitted by the U.S. Securities and Exchange Commission staff interpretative guidance for newly acquired businesses, the Company excluded [removed: Rauland, MOCON] [added: FMH, SoundCom, Motec, Forza, Telular] and [removed: Arizona Instrument] [added: Spectro Scientific] from management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2017.][added: 2018.]

In the aggregate, [removed: Rauland, MOCON] [added: FMH, SoundCom] and [removed: Arizona Instrument] [added: Motec, Forza, Telular and Spectro Scientific] constituted [removed: 8.4%] [added: 13.6%] of total assets as of December 31, [removed: 2017] [added: 2018] and [removed: 4.5%] [added: 3.1%] of net sales for the year then ended.

The Company’s internal control over financial reporting as of December 31, [removed: 2017] [added: 2018] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

We have audited AMETEK, Inc.’s internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] (the “COSO criteria”).

In our opinion, AMETEK, Inc. (the “Company”) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on the COSO criteria.

As indicated in the accompanying _Management’s Report on Internal Control Over Financial Reporting_, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of [removed: Rauland-Borg] [added: FMH Aerospace, SoundCom Systems, Motec GmbH, Forza Silicon Corporation, Telular] Corporation [removed: (“Rauland”), MOCON, Inc.] and [removed: Arizona Instrument LLC,] [added: Spectro Scientific Corporation,] which are included in the [removed: 2017] [added: 2018] consolidated financial statements of the Company and constituted [removed: 8.4%] [added: 13.6%] of total assets as of December 31, [removed: 2017] [added: 2018] and [removed: 4.5%] [added: 3.1%] of net sales for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of [removed: Rauland, MOCON] [added: FMH, SoundCom] and [removed: Arizona Instrument.][added: Motec, Forza, Telular and Spectro Scientific.]

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of AMETEK, Inc. as of December 31, [removed: 2017 and 2016] [added: 2018] and [added: 2017,] the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2017] [added: 2018] and the related notes and our report dated February [removed: 22, 2018] [added: 21, 2019] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of AMETEK, Inc. (the “Company”) as of December 31, [removed: 2017 and 2016,] [added: 2018] and [added: 2017,] the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company [removed: as of] [added: at] December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), AMETEK, Inc.’s internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 22, 2018] [added: 21, 2019] expressed an unqualified opinion thereon.

| | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Net sales | | $ | [removed: 4,300,170] [added: 4,845,872] | | | $ | [removed: 3,840,087] [added: 4,300,170] | | | $ | [removed: 3,974,295] [added: 3,840,087] | |

| Interest expense | | | [removed: (98,029] [added: (82,180] | ) | | | [removed: (94,304] [added: (98,029] | ) | | | [removed: (91,795] [added: (94,304] | ) |

| Income before income taxes | | | [removed: 796,729] [added: 987,745] | | | | [removed: 693,103] [added: 796,729] | | | | [removed: 806,380] [added: 693,103] | |

| Provision for income taxes | | | [removed: 115,259] [added: 209,812] | | | | [removed: 180,945] [added: 115,259] | | | | [removed: 215,521] [added: 180,945] | |