Ametek (AME) 10-K risk factor changes: FY2019 vs FY2018

You should consider carefully the following risk factors and all other information contained in this Annual Report on Form [removed: 10-K and the documents we incorporate by reference in this Annual Report on Form 10-K.]

[removed: _A] [added: A] downturn in the economy generally or in the markets we serve could adversely affect our [removed: business._][added: business.]

[removed: _Our] [added: Our] growth could suffer if the markets into which we sell our products and services decline, do not grow as anticipated or experience [removed: cyclicality._][added: cyclicality.]

[removed: _Our] [added: Our] growth strategy includes strategic acquisitions.

We may not be able to consummate future acquisitions or successfully integrate recent and future [removed: acquisitions._][added: acquisitions.]

Since the beginning of [removed: 2014,] [added: 2015,] through December 31, [removed: 2018,] [added: 2019,] we have completed [removed: 21] [added: 18] acquisitions.

| | • | [removed: |] Our ability to identify acceptable acquisition candidates; |

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

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

| | • | [removed: |] Adequate financing for acquisitions being available on terms acceptable to us; |

| | • | [removed: |] Unexpected losses of key employees, customers and suppliers of acquired businesses; |

| | • | [removed: |] Mitigating assumed, contingent and unknown liabilities; and |

| | • | [removed: |] Challenges in managing the increased scope, geographic diversity and complexity of our operations. |

[removed: _The] [added: The] indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us and as a result we may face unexpected [removed: liabilities._][added: liabilities.]

In most of these agreements, however, the liability of the former owners is [removed: limited] [added: limited,] and certain former owners may be unable to meet their indemnification responsibilities.

[removed: _We] [added: We] may not properly execute, or realize anticipated cost savings or benefits from, our Operational Excellence [removed: initiatives._][added: initiatives.]

[removed: _Foreign] [added: Foreign] and domestic economic, political, legal, compliance and business factors could negatively affect our international sales and [removed: operations._][added: operations.]

International sales for [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] represented [removed: 50.5%] [added: 48.0%] and [removed: 51.5%] [added: 50.5%] of our consolidated net sales, respectively.

As of December 31, [removed: 2018,] [added: 2019,] we have manufacturing operations in 17 countries outside the United States, with significant operations in China, the Czech Republic, Germany, Mexico, Serbia and the United Kingdom.

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

| | • | [removed: |] Imposition of trade or foreign exchange restrictions, including in the United States; |

| | • | [removed: |] Overlap of different tax structures; |

| | • | [removed: |] Unexpected changes in regulatory requirements, including in the United States; |

| | • | [removed: |] Trade protection measures, such as the imposition of or increase in tariffs and other trade barriers, including in the United States; |

| | • | [removed: |] The difficulty and/or costs of designing and implementing an effective control environment across diverse regions and employee bases; |

| | • | [removed: |] Restrictions on currency repatriation; |

| | • | [removed: |] General economic conditions; |

| | • | [removed: |] Unstable political situations; |

| | • | [removed: |] Nationalization of assets; and |

| | • | [removed: |] Compliance with a wide variety of international and U.S. laws and regulatory requirements. |

[removed: _Our] [added: Our] international sales and operations may be adversely impacted by compliance with export [removed: laws._][added: laws.]

In addition, failure to comply with any of these regulations could result in civil and criminal, monetary and [removed: non-monetary penalties, disruptions to our business, limitations on our ability to import and export products and services and damage to our reputation.]

[removed: _Our] [added: Our] reputation, ability to do business and financial statements may be impaired by improper conduct by any of our employees, agents or business [removed: partners._][added: partners.]

[removed: We cannot provide assurance that our internal controls and compliance systems will always protect us from acts committed by employees, agents or business partners of ours (or of businesses we acquire or partner with) that would violate U.S. and/or non-U.S.] laws, including the laws governing payments to government officials, bribery, fraud, kickbacks and false claims, pricing, sales and marketing practices, conflicts of interest, competition, export and import compliance, money laundering and data privacy.

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 [removed: non-monetary penalties and could cause us to incur significant legal and investigatory fees.]

In addition, we rely on our suppliers to adhere to our supplier standards of conduct and [removed: material] violations of such standards of conduct could occur that could have a material effect on our financial statements.

[removed: _Any] [added: Any] inability to hire, train and retain a sufficient number of skilled officers and other employees could impede our ability to compete [removed: successfully._][added: successfully.]

[removed: _If] [added: If] we are unable to develop new products on a timely basis, it could adversely affect our business and [removed: prospects._][added: prospects.]

[added: Maintaining our existing] technological advantages will require us to continue investing in research and development and sales and marketing.

[removed: _Our] [added: Our] technology is important to our success and our failure to protect this technology could put us at a competitive [removed: disadvantage._][added: disadvantage.]

10-K

and the documents we incorporate by reference in this Annual Report on Form

10-K.

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A disruption of our ability to obtain a supply of goods from these countries or a change

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non-monetary

penalties, disruptions to our business, limitations on our ability to import and export products and services and damage to our reputation.

We cannot provide assurance that our internal controls and compliance systems will always protect us from acts committed by employees, agents or business partners of ours (or of businesses we acquire or partner with)

that would violate U.S. and/or

non-U.S.

non-monetary

penalties and could cause us to incur significant legal and investigatory fees.

price levels.

In addition, our facilities, supply chains, distribution systems, and products may be impacted by natural or

man-made

clean-up

which may adversely affect our financial condition.

clean-up

costs, without regard to fault, on parties contributing hazardous substances to sites designated for

clean-up

under the Act.

clean-ups.

In addition, new laws and regulations, new classification of hazardous materials, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination or the imposition of new

clean-up

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

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Approximately half of our international sales are of products manufactured outside the United States.

Maintaining our existing

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.

Selected Financial Data” and the consolidated financial statements and related notes included elsewhere in this Annual Report on Form [removed: 10-K.]

[removed: Business Overview][added: Business Overview]

In [removed: 2018,] [added: 2019,] the Company posted record backlog, orders, sales, operating income, net income, diluted earnings per share and operating cash flow.

[removed: Positive market trends, the] [added: 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: 2018] [added: 2019] results.

Highlights of [removed: 2018] [added: 2019] were:

| | • | [removed: |] Orders for [removed: 2018] [added: 2019] were [removed: $5,051.8] [added: $5,274.3] million, an increase of [removed: $512.0] [added: $222.5] million or [removed: 11.3%,] [added: 4.4%,] compared with [removed: $4,539.8] [added: $5,051.8] million in [removed: 2017.] [added: 2018.] As a result, the Company’s backlog of unfilled orders at December 31, [removed: 2018] [added: 2019] was [removed: $1,602.1] [added: $1,717.9] million. |

| | • | [removed: |] Net sales for [removed: 2018] [added: 2019] were [removed: $4,845.9] [added: $5,158.6] million, an increase of [removed: $545.7] [added: $312.7] million or [removed: 13%,] [added: 6.5%,] compared with [removed: $4,300.2] [added: $4,845.9] million in [removed: 2017.] [added: 2018.] The increase in net sales for [removed: 2018] [added: 2019] was due to [removed: 7%] [added: 2%] organic sales growth, a 5% increase from the [removed: 2018 and 2017 acquisitions] [added: 2019] and [removed: favorable 1% effect of] [added: 2018 acquisitions, partially offset by unfavorable] foreign currency translation. |

| | • | [removed: |] Net income for [removed: 2018] [added: 2019] was [removed: $777.9] [added: $861.3] million, an increase of [removed: $96.5] [added: $83.4] million or [removed: 14.2%,] [added: 10.7%,] compared with [removed: $681.5] [added: $777.9] million in [removed: 2017.] [added: 2018.] |

| | • | [removed: |] Diluted earnings per share for [removed: 2018] [added: 2019] were [removed: $3.34,] [added: $3.75,] an increase of [removed: $0.40] [added: $0.41] or [removed: 13.6%,] [added: 12.3%,] compared with [removed: $2.94] [added: $3.34] per diluted share in [removed: 2017.] [added: 2018.] |

| | • | [removed: |] Cash flow provided by operating activities for [removed: 2018] [added: 2019] was [removed: $925.5] [added: $1,114.4] million, an increase of [removed: $92.3] [added: $188.9] million or [removed: 11.1%,] [added: 20.4%,] compared with [removed: $833.3] [added: $925.5] million in [removed: 2017.] [added: 2018.] |

| | • | [removed: |] During [removed: 2018,] [added: 2019,] the Company spent [removed: $1,129.3] [added: $1,061.9] million in cash, net of cash acquired, to acquire [removed: six] [added: two] businesses: |

| | • | [removed: |] In the [removed: third] [added: fourth] quarter of [removed: 2018,] [added: 2019,] the Company paid in full, at maturity, [removed: $80 million in aggregate principal amount of 6.35% private placement senior notes and $160] [added: $100] million in aggregate principal amount of [removed: 7.08%] [added: 6.30%] private placement senior notes. |

| | • | [removed: |] In [removed: 2018,] [added: 2019,] the Company repurchased approximately [removed: 5,079,000] [added: 133,000] shares of its common stock for [removed: $367.7] [added: $11.9] million. |

| | • | [removed: |] The Company continued its emphasis on investment in research, development and engineering, spending [removed: $230.2] [added: $260.3] million in [removed: 2018] [added: 2019] before customer reimbursement of [removed: $5.2] [added: $3.2] million. [removed: Sales from products introduced in the past three years were $1,195.2 million or 24.7% of net sales.] |

[removed: Results] [added: Results] of [removed: Operations][added: Operations]

| | | [removed: Year] [added: Year] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | |

| | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | |

| | | [removed: (In thousands)] [added: (In thousands)] | | | | | | | | | | |

| [removed: Net sales(1):] [added: Net sales:] | | | | | | | | | | | | |

| Electronic Instruments | | [removed: $] [added: $] | [removed: 3,028,959] [added: 3,322,881] | | | $ | [removed: 2,690,554] [added: 3,028,959] | | | $ | [removed: 2,360,285] [added: 2,690,554] | |

| Electromechanical | | | [removed: 1,816,913] [added: 1,835,676] | | | | [removed: 1,609,616] [added: 1,816,913] | | | | [removed: 1,479,802] [added: 1,609,616] | |

| Consolidated net sales | | [removed: $] [added: $] | [removed: 4,845,872] [added: 5,158,557] | | | $ | [removed: 4,300,170] [added: 4,845,872] | | | $ | [removed: 3,840,087] [added: 4,300,170] | |

| [removed: Operating] [added: Operating] income and income before income [removed: taxes:] [added: taxes:] | | | | | | | | | | | | |

| Segment operating [removed: income(2):] [added: income:] | | | | | | | | | | | | |

| Electronic Instruments | | [removed: $] [added: $] | [removed: 782,144] [added: 865,307] | | | $ | [removed: 671,646] [added: 782,144] | | | $ | [removed: 571,077] [added: 671,646] | |

| Electromechanical | | | [removed: 363,765] [added: 387,931] | | | | [removed: 306,779] [added: 363,765] | | | | [removed: 274,234] [added: 306,779] | |

| Total segment operating income | | | [removed: 1,145,909] [added: 1,253,238] | | | | [removed: 978,425] [added: 1,145,909] | | | | [removed: 845,311] [added: 978,425] | |

| Corporate administrative [removed: expenses(2)] [added: expenses] | | | [removed: (70,369] [added: (75,858] | [removed: )] [added: )] | | | [removed: (74,805] [added: (70,369] | ) | | | [removed: (54,332] [added: (74,805] | ) |

| Consolidated operating [removed: income(2)] [added: income] | | | [removed: 1,075,540] [added: 1,177,380] | | | | [removed: 903,620] [added: 1,075,540] | | | | [removed: 790,979] [added: 903,620] | |

| Interest expense | | | [removed: (82,180] [added: (88,481] | [removed: )] [added: )] | | | [removed: (98,029] [added: (82,180] | ) | | | [removed: (94,304] [added: (98,029] | ) |

| Other expense, [removed: net(2)] [added: net] | | | [removed: (5,615] [added: (19,151] | [removed: )] [added: )] | | | [removed: (8,862] [added: (5,615] | ) | | | [removed: (3,572] [added: (8,862] | ) |

| Consolidated income before income taxes | | [removed: $] [added: $] | [removed: 987,745] [added: 1,069,748] | | | $ | [removed: 796,729] [added: 987,745] | | | $ | [removed: 693,103] [added: 796,729] | |

[removed: _Results] [added: Results] of Operations for the year ended December 31, [removed: 2018] [added: 2019] compared with the year ended December 31, [removed: 2017_][added: 2018]

The Company achieved these results from organic sales growth in both EIG and EMG, contributions from the [added: 2019] acquisitions [removed: completed in 2018] [added: of Gatan] and [removed: the] [added: PDT and 2018] acquisitions of [removed: Arizona Instrument in December 2017, MOCON in June 2017] [added: Spectro Scientific, Telular, Forza, Motec] and [removed: Rauland in February 2017,] [added: SoundCom,] as well as [added: from] the Company’s Operational Excellence initiatives.

[removed: Continuing positive market trends, the] [added: The] Company’s record backlog, the full year impact of the [removed: 2018] [added: 2019] acquisitions and continued focus on and implementation of Operational Excellence initiatives are expected to have a positive impact on the Company’s [removed: 2019] [added: 2020] results.

Net sales for [removed: 2018] [added: 2019] were [removed: $4,845.9] [added: $5,158.6] million, an increase of [removed: $545.7] [added: $312.7] million or [removed: 13%,] [added: 6.5%,] compared with net sales of [removed: $4,300.2] [added: $4,845.9] million in [removed: 2017.][added: 2018.]

The increase in net sales for [removed: 2018] [added: 2019] was due to [removed: 7%] [added: 2%] organic sales growth, a 5% increase from [removed: acquisitions and favorable 1% effect of] [added: acquisitions, partially offset by unfavorable] foreign currency translation.

EIG net sales were [removed: $3,029.0] [added: $3,322.9] million in [removed: 2018,] [added: 2019,] an increase of [removed: 12.6%,] [added: 9.7%,] compared with [removed: $2,690.6] [added: $3,029.0] million in [removed: 2017.][added: 2018.]

EMG net sales were [removed: $1,816.9] [added: $1,835.7] million in [removed: 2018,] [added: 2019,] an increase of [removed: 12.9%,] [added: 1.0%,] compared with [removed: $1,609.6] [added: $1,816.9] million in [removed: 2017.][added: 2018.]

Total international sales for [removed: 2018] [added: 2019] were [removed: $2,448.5] [added: $2,474.9] million or [removed: 50.5%] [added: 48.0%] of net sales, an increase of [removed: $234.5] [added: $26.4] million or [removed: 10.6%,] [added: 1.1%,] compared with international sales of [removed: $2,214.0] [added: $2,448.5] million or [removed: 51.5%] [added: 50.5%] of net sales in [removed: 2017.][added: 2018.]

10-K.

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| | • | In September 2019, AMETEK acquired Pacific Design Technologies, Inc. (“PDT”), a provider of advanced, mission-critical thermal management solutions; and |

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| | • | In October 2019, AMETEK acquired Gatan, a provider of instrumentation and software used to enhance and extend the operation and performance of electron telescopes. |

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| | • | A $100 million second funding of the December 2018 Private Placement occurred in January 2019. |

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The following “Results of Operations of the year ended December 31, 2019 compared with the year ended December 31, 2018” section presents an analysis of the Company’s consolidated operating results displayed in the Consolidated Statement of Income.

A discussion regarding our financial condition and results of operations for the year ended December 31, 2018 compared to the year ended December 31, 2017 can be found under Item 7 in our Annual Report on Form

10-K

for the fiscal year ended December 31, 2018, filed with the Securities and Exchange Commission on February 21, 2019.

The increase in orders for 2019 was driven by the 2018 and 2019 acquisitions.

Other expense, net was $19.2 million for 2019, an increase of $13.6 million, compared with $5.6 million in 2018.

The lower rate for 2019 mainly reflects higher year over year tax benefits related to share-based payment transactions as well as lower tax cost on foreign source income.

10-K

for further details.

net

The increase in cash provided by operating activities for 2019 was primarily due to higher net income of $83.4 million and lower deferred income taxes.

10-K

for a reconciliation of U.S. GAAP measures to comparable

non-GAAP

measures).

In 2019, the Company paid $1,061.9, net of cash acquired, to acquire PDT in September 2019 and Gatan in October 2019.

There was no net change in long-term borrowings in 2019, compared with an increase of $255.1 million in 2018.

debt-to-EBITDA

and interest coverage ratios.

In the fourth quarter of 2019, $100 million of 6.30% senior notes matured and were paid.

The

debt-to-capital

The net

debt-to-capital

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| | • | | 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; |

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

| | • | | 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 the fourth quarter of 2018, the Company paid in full, at maturity, $65 million in aggregate principal amount of 7.18% 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 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. |

| (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. |

Both reportable segments of the Company maintain strong international sales presences in Europe and Asia.

Export shipments increased primarily due to organic sales growth.

The Company recorded 2017 realignment costs totaling $16.8 million in the fourth quarter of 2017 (the “2017 realignment costs”).

The 2017 realignment costs were composed of $3.0 million in severance costs for a reduction in workforce, $7.8 million of asset write-downs and $6.0 million in costs to withdraw from a multiemployer defined benefit pension plan.

The 2017 realignment costs better positioned the Company’s long-term cost structure and included costs associated with the continued consolidation of the Company’s floor care and specialty motors businesses into its precision motion control businesses.

The 2017 realignment costs were reported in the consolidated statement of income as follows (in millions):

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| | | 2017 | | | | | | |

| | | Three Months Ended December 31, | | | | Year Ended December 31, | | |

| Cost of sales | | $ | 16.8 | | | $ | 16.8 | |

| Selling, general and administrative expenses | | | — | | | | — | |

| Total reported in the consolidated statement of income | | $ | 16.8 | | | $ | 16.8 | |

The 2017 realignment costs were reported in segment operating income as follows (in millions):

| Total reported in segment operating income | | $ | 16.8 | | | $ | 16.8 | |

The 2017 realignment costs negatively impacted segment operating margins as follows (in basis points):

| EIG | | | (60 | ) | | | (10 | ) |

| EMG | | | (310 | ) | | | (80 | ) |

| Total impacting segment operating margins | | | (150 | ) | | | (40 | ) |

Cost of sales increased primarily due to the increase in net sales noted above.

Cost of sales in 2017 included the impact of the realignment costs detailed in the tables above.

For 2017, selling, general and administrative expenses included a fourth quarter of 2017 $5.0 million charitable donation and a second quarter of 2017 $2.5 million pre-tax charge in corporate administrative expenses related to the accelerated vesting of restricted stock grants in association with the retirement of the Company’s Executive Chairman of the Board of Directors.

Other expenses, net were $5.6 million for 2018, a decrease of $3.3 million, compared with $8.9 million in 2017.

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

The Tax Act, which is also commonly referred to as “U.S. tax reform,” significantly 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 a deemed repatriation of previously deferred foreign earnings of U.S. subsidiaries.

During 2018 the Company finalized the calculations of the Tax Act transitional tax items and reported a favorable $11.8 million tax benefit of which $10.4 million relates to the one-time mandatory deemed repatriation tax and $1.4 million relates to the remeasurement of the net deferred tax liabilities in the U.S. for the impact of the lower tax rates.

The Company’s primary exposures to market risk are fluctuations in interest rates, foreign currency exchange rates and commodity prices, which could impact its financial condition and results of operations.

The Company addresses its exposure to these risks through its normal operating and financing activities.

The Company’s differentiated and global business activities help to reduce the impact that any particular market risk may have on its operating income as a whole.

The Company’s short-term debt carries variable interest rates and generally its long-term debt carries fixed rates.

These financial instruments are more fully described in the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form

10-K.

The foreign currencies to which the Company has the most significant exchange rate exposure are the Euro, the British pound, the Japanese yen, the Chinese renminbi, the Canadian dollar, the Mexican peso and the Swiss franc.

Exposure to foreign currency rate fluctuation is modest, monitored, and when possible, mitigated through the use of local borrowings and occasional derivative financial instruments in the foreign currency affected.

The effect of translating foreign subsidiaries’ balance sheets into U.S. dollars is included in other comprehensive income within stockholders’ equity.

Foreign currency transactions have not had a significant effect on the operating results reported by the Company because revenues and costs associated with the revenues are generally transacted in the same foreign currencies.

The primary commodities to which the Company has market exposure are raw material purchases of nickel, aluminum, copper, steel, titanium, vanadium and gold.

Exposure to price changes in these commodities are generally mitigated through adjustments in selling prices of the ultimate product and purchase order pricing arrangements, although forward contracts are sometimes used to manage some of those exposures.

Based on a hypothetical ten percent adverse movement in interest rates, commodity prices or foreign currency exchange rates, the Company’s best estimate is that the potential losses in future earnings, fair value of risk-sensitive financial instruments and cash flows are not material, although the actual effects may differ materially from the hypothetical analysis.

Information concerning market risk is set forth under the heading “Market Risk” in Management’s Discussion and Analysis of Financial Condition and Results of Operations herein.

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

[removed: General] [added: General] Development of [removed: Business][added: Business]

[removed: 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 [removed: www.ametek.com in the “Investors – Financial Information” section as soon as reasonably practicable after such material is electronically filed with, or furnished to, the U.S. Securities and Exchange Commission.]

AMETEK has posted [removed: free of charge on] [added: in] the [removed: investor information portion] [added: “Investors – Governance” section] of its website its corporate governance guidelines, Board committee charters and codes of ethics.

Those documents also are available [removed: in published form] free of charge [added: in published form] to any stockholder who requests them by writing to the Investor Relations Department at AMETEK, Inc., 1100 Cassatt Road, Berwyn, Pennsylvania, 19312.

[removed: Products] [added: Products] and [removed: Services][added: Services]

[removed: Competitive Strengths][added: Competitive Strengths]

[removed: _Significant] [added: Significant] Market [removed: Share_.][added: Share]

[removed: _Technological] [added: Technological] and Development [removed: Capabilities_.][added: Capabilities]

[removed: _Efficient and Low-Cost Manufacturing Operations._] Through its Operational Excellence initiatives, AMETEK has established a lean manufacturing platform for its businesses.

In its effort to achieve best-cost manufacturing, AMETEK had plants, as of December 31, [removed: 2018,] [added: 2019,] in Brazil, China, the Czech Republic, Malaysia, Mexico, and Serbia.

[removed: _Experienced] [added: Experienced] Management [removed: Team_.][added: Team]

AMETEK senior management has extensive industry experience and an average of approximately [removed: 26] [added: 27] years of AMETEK service.

[removed: Business Strategy][added: Business Strategy]

AMETEK is committed to achieving earnings growth through the successful implementation of [removed: a Corporate] [added: the AMETEK] Growth [removed: Plan.][added: Model.]

The goal of that [removed: plan] [added: model] is double-digit annual percentage growth in sales and earnings per share over the business cycle and a superior return on total capital.

[removed: _Operational Excellence._] Operational Excellence is AMETEK’s cornerstone strategy for accelerating growth, improving profit margins and strengthening its competitive position across its businesses.

[removed: _Strategic Acquisitions_.][added: Strategic Acquisitions]

Acquisitions are a key to achieving the goals of [removed: AMETEK’s Corporate] [added: the AMETEK] Growth [removed: Plan.][added: Model.]

Since the beginning of [removed: 2014] [added: 2015] through December 31, [removed: 2018,] [added: 2019,] AMETEK has completed [removed: 21] [added: 18] acquisitions with annualized sales totaling more than [removed: $1.2] [added: $1.1] billion, including [removed: six] [added: two] acquisitions in [removed: 2018] [added: 2019] (see “Recent Acquisitions”).

AMETEK targets companies that offer [removed: the right] [added: compelling] strategic, technical and cultural fit.

[removed: _Global_ _&] [added: Global &] Market [removed: Expansion_.][added: Expansion]

[removed: While Europe remains its largest overseas] market, AMETEK has pursued growth opportunities worldwide, especially in key emerging markets.

It has grown sales in Latin America and Asia by strategically building, acquiring and expanding manufacturing [added: facilities.]

[removed: _New Products_.][added: New Products]

In [removed: 2018,] [added: 2019,] AMETEK added to its highly differentiated product portfolio with a range of new products across many of its businesses.

[removed: 2018 OVERVIEW][added: 2018-02,]

[removed: _Operating Performance_][added: Operating Performance]

In [removed: 2018,] [added: 2019,] the Company posted record [removed: backlog, orders,] sales, operating income, net income, diluted earnings per [removed: share] [added: share, orders, backlog] and operating cash flow.

In [removed: 2018,] [added: 2019,] AMETEK achieved sales of [removed: $4,845.9] [added: $5,158.6] million, an increase of [removed: 12.7%] [added: 6.5%] from [removed: 2017] [added: 2018] due to [removed: 7%] [added: 2%] organic sales growth, a 5% increase from the [removed: 2018 and 2017 acquisitions] [added: 2019] and [removed: favorable 1% effect of] [added: 2018 acquisitions, partially offset by unfavorable] foreign currency translation.

Diluted earnings per share for [removed: 2018] [added: 2019] were [removed: $3.34,] [added: $3.75,] an increase of [removed: $0.40] [added: $0.41] or [removed: 13.6%,] [added: 12.3%,] compared with [removed: $2.94] [added: $3.34] per diluted share in [removed: 2017.][added: 2018.]

[removed: _Recent Acquisitions_][added: Recent Acquisitions]

AMETEK spent [removed: $1,129.3] [added: $1,061.9] million in cash, net of cash acquired, to acquire [removed: six] [added: two] businesses in [removed: 2018.][added: 2019.]

[removed: In] [added: Acquired in] January 2018, [removed: AMETEK acquired] FMH Aerospace [removed: (“FMH”),] [added: (“FMH”) is] a provider of complex, highly engineered solutions for the aerospace, defense and space industries.

[removed: FMH] [added: PDT] is part of EMG.

[removed: In] [added: Acquired in] April 2018, [removed: AMETEK acquired] SoundCom Systems [removed: (“SoundCom”),] [added: (“SoundCom”) is] a provider of design, integration, installation and support of clinical workflow and communication systems for healthcare facilities, educational institutions and corporations.

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

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

[removed: _Financing_][added: Financing]

In the [removed: third] [added: fourth] quarter of [removed: 2018,] [added: 2019,] the Company paid in full, at maturity, [removed: $80 million in aggregate principal amount of 6.35% private placement senior notes and $160] [added: $100] million in aggregate principal amount of [removed: 7.08%] [added: 6.30%] private placement senior notes.

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 [removed: Placement”).][added: Placement”) utilizing two funding dates.]

Available Information

AMETEK’s annual report on Form

10-K,

quarterly reports on Form

10-Q,

current reports on Form

8-K

www.ametek.com

in the “Investors – Financial Information” section as soon as reasonably practicable after such material is electronically filed with, or furnished to, the U.S. Securities and Exchange Commission.

All reports filed with the Securities Exchange Commission can also be viewed on their website at

www.sec.gov

Efficient and Low-Cost Manufacturing Operations.

The management team is focused on delivering strong, consistent and profitable growth, and growing shareholder value.

AMETEK’s Growth Model integrates the four growth strategies of Operational Excellence, Strategic Acquisitions, Global and Market Expansion, and New Product Development with a focus on cash generation and capital deployment.

Operational Excellence.

While Europe remains its largest overseas

| | • | AMETEK Programmable Power launched the RX0424, a rugged accelerometer instrument for measuring acceleration forces in extreme environmental conditions |

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

| | • | AMETEK SMP added two new titanium strip grades to expand their product portfolio for medical application that will ultimately help in the treatment of Parkinson’s disease, sleep apnea and chronic pain without the use of opioids |

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

| | • | Barben Analytical introduced the second generation OXYvisor ® , a trace to percent level, optical process oxygen analyzer to help prevent the corrosion of capital equipment and ensure product quality |

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

| | • | The SPECTROGREEN is the latest inductively coupled plasma optical emission spectrometer from SPECTRO Analytical Instruments that features revolutionary Dual Side-On Interface plasma viewing technology |

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

| | • | Vision Research launched several new cameras, including the Phantom ® S640 and VEO 440 high-speed cameras as well as the Phantom Miro C320J and C320 for automotive crash testing |

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

| | • | AMETEK Land launched two new continuous emission monitoring systems, the 4650-PM and 4750-PM, to accurately and reliably measure particulate matter from the industrial combustion processes |

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

| | • | Creaform launched two new handheld scanners, the HandySCAN BLACK and the Go!SCAN SPARK, both of which are third-generation versions of the company’s patented 3D scanning technology |

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

| | • | To better detect leaks in Modified Atmosphere Packaging, AMETEK MOCON developed the Dansensor LeakPointer 3 and LeakPointer 3+ for the food industry, where micro leaks in packaging can drastically affect product integrity |

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

| | • | Adding to their legacy of innovation, Haydon Kerk Pittman launched the EC042B IDEA Motor Series, a brushless motor with integrated drive optimized for specialized motion applications |

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

| | • | AMETEK Grabner Instruments launched the MINIFLASH FP Vision, which determines the flashpoint of flammable liquid mixtures with faster cooling cycles and sample turnaround times thanks to advanced Peltier technology |

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

| | • | The EIKOS-UV, a new atom probe microscope from AMETEK CAMECA, delivers nanoscale structural information to help develop products across industrial applications |

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

| | • | AMETEK EDAX, a leader in X-ray microanalysis and electron diffraction instrumentation, launched the OIM Matrix ™ software package, Elite T Ultra EDS System and the Velocity ™ Super EBSD Camera, which was developed in partnership with the Vision Research team. |

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

Website Access to Information

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

The management team is focused on achieving results, building stockholder value and continually growing AMETEK.

AMETEK’s Corporate Growth Plan consists of four key strategies:

facilities.

| | • | | 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 |

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.

Motec is part of EIG.

Forza is part of EIG.

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 fourth quarter of 2018, the Company paid in full, at maturity, $65 million in aggregate principal amount of 7.18% 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.

There are two funding dates under the 2018 Private Placement.

Also, effective January 1, 2018, the Company retrospectively adopted ASU No. 2017-07, _Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost_.

Certain reclassifications and disclosures of prior period amounts have been made to conform to the current year presentation.

Please refer to “Environmental Matters” in Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 13 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form [removed: 10-K for information regarding certain litigation matters.]

10-K

for information regarding certain litigation matters.

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

PART II

[removed: 10-K 1 d640432d10k.htm] FORM [removed: 10-K]

[removed: ##### [Table] [added: Table] of [removed: Contents](#toc)][added: Contents]

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: 2019 Form]

[removed: (Mark One)][added: (Mark One)]

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

[removed: For] [added: For] the fiscal year ended December 31, [removed: 2018][added: 2019]

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

[removed: For] [added: For] the transition period from [removed: to][added: to]

[removed: Commission] [added: Commission] File Number [removed: 1-12981]

[removed: AMETEK, Inc.][added: AMETEK, Inc.]

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

| [removed: Delaware] [added: Delaware] | | [removed: 14-1682544] [added: 14-1682544] |

| [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: 1100] [added: 1100] Cassatt [removed: Road Berwyn, Pennsylvania] [added: Road Berwyn, Pennsylvania] | | [removed: 19312-1177] [added: 19312-1177] |

| [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: (610) [removed: 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: Trading symbol(s) | | Name] of each exchange on which [removed: registered] [added: registered] |

| [removed: Common] [added: Common] Stock, $0.01 Par Value [removed: (voting)] [added: (voting)] | | [removed: New] [added: AME | | New] York Stock [removed: Exchange] [added: Exchange] |

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

Yes [removed: ☒ No ☐]

Yes [removed: ☐ No ☒]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation [removed: S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a [removed: non-accelerated filer, smaller reporting company, or an emerging growth company.]

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule [removed: 12b-2 of the Exchange Act.]

Indicate by check mark whether the registrant is a shell company (as defined in Rule [removed: 12b-2 of the Act).]

[removed: The aggregate market value] of the [removed: voting stock held by non-affiliates of the] registrant was approximately [removed: $16.7] [added: $20.7] billion as of June [removed: 29, 2018,] [added: 28, 2019,] 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: 2019] [added: 2020] was [removed: 227,131,830.][added: 229,124,099.]

[removed: Documents] [added: Documents] Incorporated by [removed: Reference][added: Reference]

Part III incorporates information by reference from the Proxy Statement for the Annual Meeting of Stockholders on May [removed: 9, 2019.][added: 6, 2020.]

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

| | | | | [removed: Page] [added: Page] | | |

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

| Item 1. | | [removed: [Business](#tx640432_2)] [added: [Business](#tx878806_1)] | | | 2 | |

| Item 1A. | | [Risk [removed: Factors](#tx640432_3)] [added: Factors](#tx878806_2)] | | | 11 | |

| Item 1B. | | [Unresolved Staff [removed: Comments](#tx640432_4)] [added: Comments](#tx878806_3)] | | | [removed: 18] [added: 17] | |

| Item 2. | | [removed: [Properties](#tx640432_5)] [added: [Properties](#tx878806_4)] | | | [removed: 19] [added: 18] | |

10-K

or

1-12981

647-2121

| | | | | |

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

No

No

Yes

No

S-T

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

Yes

No

non-accelerated

filer, smaller reporting company, or an emerging growth company.

12b-2

of the Exchange Act.

12b-2

of the Act).

Yes

No

The aggregate market value of the voting stock held by

non-affiliates

AMETEK, Inc.

10-K

| Item 4. | | [Mine Safety Disclosures](#tx878806_6) | | | 18 | |

| Item 16. | | [Form 10-K Summary](#tx878806_21) | | | 90 | |

| [SIGNATURES](#tx878806_22) | | | | | 91 | |

or

| | | |

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Table of Contents

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

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

At December 31, 2019, the Company conducted business from office and operating facilities at owned and leased locations throughout the United States and select global markets.

The Company’s leases a facility in Berwyn, Pennsylvania for its corporate headquarters.

The Company believes that all facilities have been adequately maintained, are in good operating condition, and are suitable for our current needs.

At December 31, 2018, the Company had 159 operating facilities in 25 states and 17 foreign countries.

Of these facilities, 60 are owned by the Company and 99 are leased.

The properties owned by the Company consist of approximately 717 acres, of which approximately 5.3 million square feet are under roof.

Under lease is a total of approximately 3.5 million square feet.

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

The Company’s executive offices in Berwyn, Pennsylvania, occupy approximately 43,000 square feet under a lease that expires in September 2023.

The Company’s machinery and equipment, plants and offices are in satisfactory operating condition and are adequate for the uses to which they are put.

The operating facilities of the Company by reportable segment were as follows at December 31, 2018:

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

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

| | | Number of Operating Facilities | | | | | | | | Square Feet Under Roof | | | | | | |

| | | Owned | | | | Leased | | | | Owned | | | | Leased | | |

| Electronic Instruments | | | 30 | | | | 63 | | | | 2,229,000 | | | | 2,118,000 | |

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

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

| --- | --- |

Not Applicable.

PART II

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: 2019,] [added: 2020,] there were approximately [removed: 1,900] [added: 1,800] holders of record of the Company’s common stock.

Under its share repurchase program, the Company repurchased approximately [removed: 5,079,000] [added: 133,000] shares of its common stock for [removed: $367.7] [added: $11.9] million in [removed: 2018] [added: 2019] and 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.]

[removed: Issuer] [added: Issuer] Purchases of Equity [removed: Securities][added: Securities]

The following table reflects purchases of AMETEK, Inc. common stock by the Company during the three months ended December 31, [removed: 2018:][added: 2019:]

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

| (2) | Consists of the number of shares purchased pursuant to the Company’s Board of Directors [removed: $400] [added: $500] million authorization for the repurchase of its common stock announced in [removed: November 2016.] [added: February 2019.] Such purchases may be effected from time to time in the open market or in private transactions, subject to market conditions and at management’s discretion. |

[removed: Securities] [added: Securities] Authorized for Issuance Under Equity Compensation Plan [removed: Information][added: Information]

The following table sets forth information as of December 31, [removed: 2018] [added: 2019] regarding all of the Company’s existing compensation plans pursuant to which equity securities are authorized for issuance to employees and nonemployee directors:

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

[removed: Stock] [added: Stock] Performance [removed: Graph][added: Graph]

The following graph and accompanying table compare the cumulative total stockholder return for AMETEK over the last five years ended December 31, [removed: 2018] [added: 2019] with total returns for the same period for the Standard and Poor’s (“S&P”) 500 [removed: Index, S&P Industrials] [added: Index] and [removed: Russell 1000 Index.][added: S&P Industrials.]

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

The performance graph and table assume a $100 investment made on December 31, [removed: 2013] [added: 2014] and reinvestment of all dividends.

[removed: ][added: ]

| | | [removed: December 31,] [added: December 31,] | | | | | | | | | | | | | | | | | | | | | | |

| | | [removed: 2013] [added: 2014] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2018] [added: 2019] | | |

| October 1, 2019 to October 31, 2019 | | | — | | | $ | — | | | | — | | | $ | 494,436,704 | |

| November 1, 2019 to November 30, 2019 | | | 55,211 | | | | 96.20 | | | | 55,211 | | | | 489,125,278 | |

| December 1, 2019 to December 31, 2019 | | | — | | | | — | | | | — | | | | 489,125,278 | |

| Total | | | 55,211 | | | | 96.20 | | | | 55,211 | | | | | |

| Equity compensation plans approved by security holders | | | 4,302,540 | | | $ | 62.50 | | | | 4,579,533 | |

| Total | | | 4,302,540 | | | | 62.50 | | | | 4,579,533 | |

| AMETEK, Inc. | | $ | 100.00 | | | $ | 102.51 | | | $ | 93.66 | | | $ | 140.48 | | | $ | 132.20 | | | $ | 196.00 | |

| S&P 500 Index | | | 100.00 | | | | 101.38 | | | | 113.51 | | | | 138.29 | | | | 132.23 | | | | 173.86 | |

| S&P Industrials | | | 100.00 | | | | 97.47 | | | | 115.85 | | | | 140.22 | | | | 121.58 | | | | 157.29 | |

The high and low sales prices of the Company’s common stock on the New York Stock Exchange composite tape and the quarterly dividends per share paid on the common stock were:

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

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

| | | First Quarter | | | | Second Quarter | | | | Third Quarter | | | | Fourth Quarter | | |

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

| Dividends paid per share | | $ | 0.14 | | | $ | 0.14 | | | $ | 0.14 | | | $ | 0.14 | |

| Common stock trading range: | | | | | | | | | | | | | | | | |

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

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

| 2017 | | | | | | | | | | | | | | | | |

| Dividends paid per share | | $ | 0.09 | | | $ | 0.09 | | | $ | 0.09 | | | $ | 0.09 | |

| High | | $ | 55.48 | | | $ | 62.89 | | | $ | 66.70 | | | $ | 73.06 | |

| Low | | $ | 48.55 | | | $ | 53.19 | | | $ | 60.50 | | | $ | 65.65 | |

| 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 | | | | | |

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

| 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 | |

The following financial information for the five years ended December 31, [removed: 2018,] [added: 2019,] has been derived from the Company’s consolidated financial statements.

This information should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form [removed: 10-K.]

| | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| | | [removed: (In] [added: (In] millions, except per share [removed: amounts)] [added: amounts)] | | | | | | | | | | | | | | | | | | |

| [removed: Consolidated] [added: Consolidated] Operating Results (Year Ended December [removed: 31):] [added: 31):] | | | | | | | | | | | | | | | | | | | | |

| Net [removed: sales(1)] [added: sales] | | [removed: $] [added: $] | [removed: 4,845.9] [added: 5,158.6] | | | $ | [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] | |

| Operating [removed: income(2)] [added: income (1)] | | [removed: $] [added: $] | [removed: 1,075.5] [added: 1,177.4] | | | $ | [removed: 903.6] [added: 1,075.5] | | | $ | [removed: 791.0] [added: 903.6] | | | $ | [removed: 907.7] [added: 791.0] | | | $ | [removed: 898.6] [added: 907.7] | |

| Interest expense | | [removed: $] [added: $] | [removed: 82.2] [added: 88.5] | | | $ | [removed: 98.0] [added: 82.2] | | | $ | [removed: 94.3] [added: 98.0] | | | $ | [removed: 91.8] [added: 94.3] | | | $ | [removed: 79.9] [added: 91.8] | |

| Net income | | [removed: $] [added: $] | [removed: 777.9] [added: 861.3] | | | $ | [removed: 681.5] [added: 777.9] | | | $ | [removed: 512.2] [added: 681.5] | | | $ | [removed: 590.9] [added: 512.2] | | | $ | [removed: 584.5] [added: 590.9] | |

| Basic | | [removed: $] [added: $] | [removed: 3.37] [added: 3.78] | | | $ | [removed: 2.96] [added: 3.37] | | | $ | [removed: 2.20] [added: 2.96] | | | $ | [removed: 2.46] [added: 2.20] | | | $ | [removed: 2.39] [added: 2.46] | |

| Diluted | | [removed: $] [added: $] | [removed: 3.34] [added: 3.75] | | | $ | [removed: 2.94] [added: 3.34] | | | $ | [removed: 2.19] [added: 2.94] | | | $ | [removed: 2.45] [added: 2.19] | | | $ | [removed: 2.37] [added: 2.45] | |

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

| Basic | | | [removed: 230.8] [added: 227.8] | | | | [removed: 230.2] [added: 230.8] | | | | [removed: 232.6] [added: 230.2] | | | | [removed: 239.9] [added: 232.6] | | | | [removed: 244.9] [added: 239.9] | |

| Diluted | | | [removed: 232.7] [added: 229.4] | | | | [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: Performance] [added: Performance] Measures and Other [removed: Data:] [added: Data:] | | | | | | | | | | | | | | | | | | | | |

| Operating income — Return on net [removed: sales(2)] [added: sales (1)] | | | [removed: 22.2] [added: 22.8] | [removed: %] [added: %] | | | [removed: 21.0] [added: 22.2] | % | | | [removed: 20.6] [added: 21.0] | % | | | [removed: 22.8] [added: 20.6] | % | | | [removed: 22.3] [added: 22.8] | % |

| — Return on average total [removed: assets(2)] [added: assets (1)] | | | [removed: 13.1] [added: 12.7] | [removed: %] [added: %] | | | [removed: 12.1] [added: 13.1] | % | | | [removed: 11.5] [added: 12.1] | % | | | [removed: 13.9] [added: 11.5] | % | | | [removed: 14.6] [added: 13.9] | % |

| Net income — Return on average total capital | | | [removed: 11.9] [added: 11.7] | [removed: %] [added: %] | | | [removed: 11.6] [added: 11.9] | % | | | [removed: 9.5] [added: 11.6] | % | | | [removed: 11.6] [added: 9.5] | % | | | [removed: 12.3] [added: 11.6] | % |

| — Return on average stockholders’ equity | | | [removed: 18.8] [added: 18.4] | [removed: %] [added: %] | | | [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: EBITDA(3)] [added: EBITDA (2)] | | [removed: $] [added: $] | [removed: 1,267.7] [added: 1,388.3] | | | $ | [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] | |

| Ratio of EBITDA to interest [removed: expense(3)] [added: expense (2)] | | | [removed: 15.4x] [added: 15.7x] | | | | [removed: 11.0x] [added: 15.4x] | | | | [removed: 10.2x] [added: 11.0x] | | | | [removed: 11.4x] [added: 10.2x] | | | | [removed: 12.8x] [added: 11.4x] | |

| Depreciation and amortization | | [removed: $] [added: $] | [removed: 199.5] [added: 234.0] | | | $ | [removed: 183.2] [added: 199.5] | | | $ | [removed: 179.7] [added: 183.2] | | | $ | [removed: 149.5] [added: 179.7] | | | $ | [removed: 138.6] [added: 149.5] | |

| Capital expenditures | | [removed: $] [added: $] | [removed: 82.1] [added: 102.3] | | | $ | [removed: 75.1] [added: 82.1] | | | $ | [removed: 63.3] [added: 75.1] | | | $ | [removed: 69.1] [added: 63.3] | | | $ | [removed: 71.3] [added: 69.1] | |

| Cash provided by operating activities | | [removed: $] [added: $] | [removed: 925.5] [added: 1,114.4] | | | $ | [removed: 833.3] [added: 925.5] | | | $ | [removed: 756.8] [added: 833.3] | | | $ | [removed: 672.5] [added: 756.8] | | | $ | [removed: 726.0] [added: 672.5] | |

| Free cash [removed: flow(4)] [added: flow (3)] | | [removed: $] [added: $] | [removed: 843.4] [added: 1,012.1] | | | $ | [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: Consolidated] [added: Consolidated] Financial Position (At December [removed: 31):] [added: 31):] | | | | | | | | | | | | | | | | | | | | |

| Current [removed: assets(1)] [added: assets] | | [removed: $] [added: $] | [removed: 1,836.1] [added: 2,025.8] | | | $ | [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] | |

| Current [removed: liabilities(1)] [added: liabilities] | | [removed: $] [added: $] | [removed: 1,258.7] [added: 1,425.9] | | | $ | [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] | |

| Property, plant and equipment, net | | [removed: $] [added: $] | [removed: 554.1] [added: 548.9] | | | $ | [removed: 493.3] [added: 554.1] | | | $ | [removed: 473.2] [added: 493.3] | | | $ | [removed: 484.5] [added: 473.2] | | | $ | [removed: 448.4] [added: 484.5] | |

| Total [removed: assets(1)] [added: assets] | | [removed: $] [added: $] | [removed: 8,662.3] [added: 9,844.6] | | | $ | [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] | |

| Long-term debt, net | | [removed: $] [added: $] | [removed: 2,273.8] [added: 2,271.3] | | | $ | [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] | |

| Total debt, net | | [removed: $] [added: $] | [removed: 2,632.7] [added: 2,768.7] | | | $ | [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] | |

| Stockholders’ equity | | [removed: $] [added: $] | [removed: 4,241.9] [added: 5,115.5] | | | $ | [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] | |

| Stockholders’ equity per share | | [removed: $] [added: $] | [removed: 18.68] [added: 22.33] | | | $ | [removed: 17.42] [added: 18.68] | | | $ | [removed: 14.20] [added: 17.42] | | | $ | [removed: 13.82] [added: 14.20] | | | $ | [removed: 13.42] [added: 13.82] | |

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

| Net debt as a percentage of [removed: capitalization(5)] [added: capitalization (4)] | | | [removed: 34.9] [added: 31.7] | [removed: %] [added: %] | | | [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: See] Notes to Selected Financial Data [removed: on the following page.]

| [removed: (2)] [added: (1)] | Amounts prior to 2016 do not reflect the adoption of ASU No. 2017-07, [removed: _Improving] [added: Improving] the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit [removed: Cost_] [added: Cost] (“ASU 2017-07”). [removed: 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.] |

| [removed: (3)] [added: (2)] | 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: |

| | | [removed: Year] [added: Year] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | | | | |

10-K.

| | | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |

| Net income | | $ | 861.3 | | | $ | 777.9 | | | $ | 681.5 | | | $ | 512.2 | | | $ | 590.9 | |

| | | Year Ended December 31, | | | | | | | | | | | | | | | | | | |

| | | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |

| | | (In millions) | | | | | | | | | | | | | | | | | | |

| Cash provided by operating activities | | $ | 1,114.4 | | | $ | 925.5 | | | $ | 833.3 | | | $ | 756.8 | | | $ | 672.5 | |

| | | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |

| | | (In millions) | | | | | | | | | | | | | | | | | | |

| Total debt, net | | $ | 2,768.7 | | | $ | 2,632.7 | | | $ | 2,174.3 | | | $ | 2,341.6 | | | $ | 1,938.0 | |

| --- | --- |

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

Notes to Selected Financial Data

| (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. |

| | | [removed: Page] [added: Page] | | |

| [removed: Index] [added: Index] to Financial Statements (Item [removed: 15(a)(1))] [added: 15(a)(1))] | | | | |

| [Reports of [removed: Management](#tx640432_25)] [added: Management](#tx878806_23)] | | | [removed: 53] [added: 36] | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#tx640432_26)] [added: Firm](#tx878806_24)] | | | [removed: 54] [added: 37] | |

| [Consolidated Statement of Income for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016](#tx640432_27)] [added: 2017](#tx878806_25)] | | | [removed: 56] [added: 41] | |

| [Consolidated Statement of Comprehensive Income for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016](#tx640432_28)] [added: 2017](#tx878806_26)] | | | [removed: 57] [added: 42] | |

| [Consolidated Balance Sheet at December 31, [removed: 2018] [added: 2019] and [removed: 2017](#tx640432_29)] [added: 2018](#tx878806_27)] | | | [removed: 58] [added: 43] | |

| [Consolidated Statement of Stockholders’ Equity for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016](#tx640432_30)] [added: 2017](#tx878806_28)] | | | [removed: 59] [added: 44] | |

| [Consolidated Statement of Cash Flows for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016](#tx640432_31)] [added: 2017](#tx878806_29)] | | | [removed: 60] [added: 45] | |

[removed: | [Notes to Consolidated Financial Statements](#tx640432_32) | | | 61 | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

[removed: Financial] [added: Financial] Statement Schedules (Item [removed: 15(a)(2))][added: 15(a)(2))]

Financial statement schedules have been omitted because either they are not [removed: applicable] [added: applicable,] or the required information is included in the financial statements or the notes thereto.

[removed: Management’s] [added: Management’s] Responsibility for Financial [removed: Statements][added: Statements]

That system, which undergoes continual reevaluation, is designed to provide reasonable assurance that assets are [removed: safeguarded] [added: safeguarded,] and records are adequate for the preparation of reliable financial data.

The report of the Audit Committee is included in the Company’s Proxy Statement for the [removed: 2019] [added: 2020] Annual Meeting of Stockholders.

[removed: Management’s] [added: Management’s] Report on Internal Control over Financial [removed: Reporting][added: Reporting]

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange Act Rules [removed: 13a-15(f) and 15d-15(f).]

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: 2018] [added: 2019] 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: 2018.][added: 2019.]

[removed: The Company acquired] [added: in cash, net of cash acquired, to acquire] FMH Aerospace (“FMH”) in January 2018, SoundCom Systems (“SoundCom”) in April 2018, Motec GmbH in June 2018, Forza Silicon Corporation [removed: (“Forza”) and] [added: (“Forza”),] Telular Corporation in October [removed: 2018,] [added: 2018] and Spectro Scientific Corporation in November 2018.

As permitted by the U.S. Securities and Exchange Commission staff interpretative guidance for newly acquired businesses, the Company excluded [removed: FMH, SoundCom, Motec, Forza, Telular] [added: PDT] and [removed: Spectro Scientific] [added: Gatan] from management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2018.][added: 2019.]

In the aggregate, [removed: FMH, SoundCom and Motec, Forza, Telular] [added: PDT] and [removed: Spectro Scientific] [added: Gatan] constituted [removed: 13.6%] [added: 11.2%] of total assets as of December 31, [removed: 2018] [added: 2019] and [removed: 3.1%] [added: 1.0%] of net sales for the year then ended.

The Company’s internal control over financial reporting as of December 31, [removed: 2018] [added: 2019] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

[removed: February 21, 2019][added: 2019-12,]

[removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM][added: Report of Independent Registered Public Accounting Firm]

[removed: ON INTERNAL CONTROL OVER FINANCIAL REPORTING][added: on Internal Control Over Financial Reporting]

[removed: Opinion] [added: Opinion] on Internal Control over Financial [removed: Reporting][added: Reporting]

We have audited AMETEK, Inc.’s internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] 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 [removed: “COSO criteria”).][added: COSO criteria).]

In our opinion, AMETEK, Inc. (the [removed: “Company”)] [added: Company)] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on the COSO criteria.

As indicated in the accompanying [removed: _Management’s] [added: Management’s] Report on Internal Control [removed: Over] [added: over] Financial [removed: Reporting_,] [added: Reporting,] management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of [removed: FMH Aerospace, SoundCom Systems, Motec GmbH, Forza Silicon Corporation, Telular Corporation] [added: Pacific Design Technologies, Inc. (“PDT”)] and [removed: Spectro Scientific Corporation,] [added: Gatan,] which are included in the [removed: 2018] [added: 2019] consolidated financial statements of the Company and constituted [removed: 13.6%] [added: 11.2%] of total assets as of December 31, [removed: 2018] [added: 2019] and [removed: 3.1%] [added: 1.0%] of net sales for the year then ended.