Ametek (AME) 10-K risk factor changes: FY2020 vs FY2019

You should consider carefully the following risk factors and all other information contained in this Annual Report on Form [added: 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: In addition, in certain of our] businesses, demand depends on customers’ capital spending budgets, as well as government funding policies.

[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: 2015,] [added: 2016,] through December 31, [removed: 2019,] [added: 2020,] we have completed [removed: 18] [added: 17] acquisitions.

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

[removed: | | • |] [added: -] 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: |]

[removed: | | • |] [added: -] 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: |]

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

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

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

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

[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.]

[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: 2019] [added: 2020] and [removed: 2018] [added: 2019] represented [removed: 48.0%] [added: 48.7%] and [removed: 50.5%] [added: 48.0%] of our consolidated net sales, respectively.

As of December 31, [removed: 2019,] [added: 2020,] 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.

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

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

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

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

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

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

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

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

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

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

[removed: In addition, our] consolidated financial statements are presented in U.S. dollars, and we must translate our assets, liabilities, sales and expenses into U.S. dollars for external reporting purposes.

[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 [added: 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.]

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

[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.]

[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.]

[removed: A] [added: A] disruption in, shortage of, or price increases for, supply of our components and raw materials may adversely impact our [removed: operations.][added: operations.]

The availability and prices for raw materials, parts and components may be subject to curtailment or change due to, among other things, supplier’s allocation to other purchasers, interruptions in production by suppliers, changes in exchange rates and prevailing [added: price levels.]

Risks Related to Our Operations

The coronavirus global pandemic could have a material adverse effect on our ability to operate, results of operations, financial condition, liquidity and ability to consummate future acquisitions.

In March 2020, the World Health Organization declared the COVID-19 outbreak to be a global pandemic.

The outbreak of COVID-19, and any other significant outbreak of epidemic, pandemic or contagious disease, could have a negative effect on our ability to operate, results of operations, financial condition, liquidity and ability to consummate future acquisitions.

In addition, the outbreak of COVID-19 has resulted in a widespread health crisis that is adversely affecting the economies and financial markets of many countries and the end markets for many of our products, which could result in an economic downturn that may negatively affect demand for our products.

The extent to which COVID-19 will impact our business, results of operations and financial condition is highly uncertain and will depend on future developments.

Such developments may include the geographic spread and duration of the virus, the severity of the disease and the actions that may be taken by various governmental authorities and other third parties in response to the outbreak.

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Our global manufacturing facilities remain open with a focus on safety protocols, though a range of external factors related to the pandemic that are not within our control have restricted our ability to keep our manufacturing facilities fully operational.

Additionally, while our global supply chains are currently not materially affected, it is unknown whether and to what extent they may be affected if the COVID-19 pandemic persists for an extended period.

Any decline or lower than expected demand in our served markets could diminish demand for our products and services, which would adversely affect our financial condition and results of operations.

Moreover, the COVID-19 pandemic may adversely affect the financial condition of our customers and suppliers in the future or their ability to purchase Company products, may delay customers’ purchasing decisions, result in a shift to lower-priced products or away from discretionary products, and may result in longer payment terms or inability to collect customer payments.

These issues may also materially affect our future access to our sources of liquidity, particularly our cash flows from operations, financial condition and ability to consummate future acquisitions.

In compliance with stay-at-home orders issued in connection with the COVID-19 pandemic, a significant subset of our employees have transitioned to working from home.

As a result, more of our employees are working from locations where our cybersecurity program may be less effective and IT security may be less robust.

This change may create increased vulnerability to cybersecurity incidents, including breaches of information systems security, which could result in a disruption of our operations, customer dissatisfaction, damage to our reputation and a loss of customers or revenues.

If significant portions of our workforce are unable to work effectively, including because of illness, quarantines or absenteeism; government actions; facility closures; work slowdowns or stoppages; limited supplies or resources; or other circumstances related to COVID-19, our operations will be further impacted.

We may be unable to perform fully on our customer obligations and we may incur liabilities and suffer losses as a result.

The continued spread of COVID-19 may also affect our ability to hire, develop and retain our talented and diverse workforce, and our ability in short periods to fully maintain and support our corporate culture.

A scarcity of resources or other hardships caused by the COVID-19 pandemic may result in increased nationalism, protectionism and political tensions which may cause governments and/or other entities to take actions that may have significant negative impact on the Company, its suppliers, and its customers to conduct business in the future.

Risks related to consumers and businesses lowering or changing spending, which impact domestic and cross-border spend, are described in our risk factor titled “Foreign and domestic economic, political, legal, compliance and business factors could negatively affect our international sales and operations”.

The duration and intensity of the impact of the COVID-19 pandemic and the resulting disruption to our operations is uncertain but could have a material impact on our operations, cash flows, financial condition and ability to consummate future acquisitions.

We will continue to assess the financial impact of the pandemic on our business.

In addition, in certain of our

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- Unstable political situations and social unrest, both internationally and in the United States;

In addition, our

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products or may adapt more readily to new technologies or changing requirements of our customers.

Further, given a significant subset of our employees have transitioned to working from home, disaster recovery may take longer to complete.

Risks Related to Our Acquisitions

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Risks Related to Our Financial Condition

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coverage and acquisition-related matters, as well as regulatory investigations or enforcement.

10-K

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

10-K.

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

in the cost to purchase, manufacture, or distribute these products could have an adverse effect on our sales and operations.

| | • | Unstable political situations; |

non-monetary

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

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.

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

price levels.

man-made

disruptions, including armed conflict, damaging weather or other acts of nature, pandemics or other public health crises.

clean-up

which may adversely affect our financial condition.

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

under the Act.

clean-ups.

requirements could require us to incur costs or become the basis for new or increased liabilities that could have a material adverse effect on our business, financial condition and results of operations.

non-cash

charge to operating income for goodwill or other intangible asset impairment.

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

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

[removed: The Company’s record backlog, contributions] [added: Contributions] from [removed: recent acquisitions,] [added: the acquisitions of IntelliPower in January 2020, Pacific Design Technologies, Inc. (“PDT”) in September 2019, Gatan in October 2019,] and [added: a] continued focus on and implementation of Operational Excellence initiatives, [added: including the 2020 realignment actions,] had a positive impact on [removed: 2019] [added: the Company’s 2020] results.

Highlights of [removed: 2019] [added: 2020] were:

[removed: | | • | Orders for 2019 were $5,274.3] [added: The Company’s backlog of unfilled orders at December 31, 2020 was a record $1,802.2] million, an increase of [removed: $222.5] [added: $84.3] million or [removed: 4.4%,] [added: 4.9%,] compared with [removed: $5,051.8] [added: $1,717.9] million [removed: in 2018. As a result, the Company’s backlog of unfilled orders] at December 31, [removed: 2019 was $1,717.9 million. |][added: 2019.]

[removed: | | • |] Net income for [removed: 2019] [added: 2020] was [removed: $861.3] [added: a record $872.4] million, an increase of [removed: $83.4] [added: $11.1] million or [removed: 10.7%,] [added: 1.3%,] compared with [removed: $777.9] [added: $861.3] million in [removed: 2018. |][added: 2019.]

[removed: | | • |] Diluted earnings per share for [removed: 2019] [added: 2020] were [removed: $3.75,] [added: a record $3.77,] an increase of [removed: $0.41] [added: $0.02] or [removed: 12.3%,] [added: 0.5%,] compared with [removed: $3.34] [added: $3.75] per diluted share in [removed: 2018. |][added: 2019.]

[removed: | | • |] [added: -] Cash flow provided by operating activities for [removed: 2019] [added: 2020] was [removed: $1,114.4] [added: a record $1,281.0] million, an increase of [removed: $188.9] [added: $166.6] million or [removed: 20.4%,] [added: 14.9%,] compared with [removed: $925.5] [added: $1,114.4] million in [removed: 2018. |][added: 2019.]

[removed: | | • |] In [removed: 2019,] [added: 2020,] the Company repurchased approximately [removed: 133,000] [added: 55,000] shares of its common stock for [added: $4.7 million, compared with] $11.9 [removed: million. |][added: million used for repurchases of approximately 133,000 shares in 2019.]

[removed: | | • |] [added: -] The Company continued its emphasis on investment in research, development and engineering, spending [removed: $260.3] [added: $246.2] million in [removed: 2019 before customer reimbursement of $3.2 million. |][added: 2020.]

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

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

| | | [removed: 2019] | [added: 2020] | | | [removed: 2018] | | | [added: 2019] | [removed: 2017] | | | [added: | | 2018 | | |]

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

| [removed: Net sales:] [added: Net sales:] | | | | | | | | | | | | | [added: | | | | |]

| Electronic Instruments | | [removed: $] | [removed: 3,322,881] [added: $] | [added: 2,989,928] | | [added: | | |] $ | [removed: 3,028,959] [added: 3,322,881] | | | [added: | |] $ | [removed: 2,690,554] [added: 3,028,959] | |

| Electromechanical | | | [removed: 1,835,676] [added: 1,550,101] | | | | [removed: 1,816,913] | | [added: 1,835,676] | | [removed: 1,609,616] | | [added: | | 1,816,913 | | |]

| Consolidated net sales | | [removed: $] | [removed: 5,158,557] [added: $] | [added: 4,540,029] | | [added: | | |] $ | [removed: 4,845,872] [added: 5,158,557] | | | [added: | |] $ | [removed: 4,300,170] [added: 4,845,872] | |

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

| Segment operating income: | | | | | | | | | | | | | [added: | | | | |]

| Electronic Instruments | | [removed: $] | [removed: 865,307] [added: $] | [added: 770,620] | | [added: | | |] $ | [removed: 782,144] [added: 865,307] | | | [added: | |] $ | [removed: 671,646] [added: 782,144] | |

| Electromechanical | | | [removed: 387,931] [added: 324,962] | | | | [removed: 363,765] | | [added: 387,931] | | [removed: 306,779] | | [added: | | 363,765 | | |]

| Total segment operating income | | | [removed: 1,253,238] [added: 1,095,582] | | | | [removed: 1,145,909] | | [added: 1,253,238] | | [removed: 978,425] | | [added: | | 1,145,909 | | |]

| Corporate administrative expenses | | | [removed: (75,858] [added: (67,698)] | [removed: )] | | | [removed: (70,369] | [removed: )] | [added: (75,858)] | | [removed: (74,805] | [removed: )] | [added: | | (70,369) | | |]

| Consolidated operating income | | | [removed: 1,177,380] [added: 1,027,884] | | | | [removed: 1,075,540] | | [added: 1,177,380] | | [removed: 903,620] | | [added: | | 1,075,540 | | |]

| Interest expense | | | [removed: (88,481] [added: (86,062)] | [removed: )] | | | [removed: (82,180] | [removed: )] | [added: (88,481)] | | [removed: (98,029] | [removed: )] | [added: | | (82,180) | | |]

| Other [removed: expense,] [added: income (expense),] net | | | [removed: (19,151] [added: 140,487] | [removed: )] | | | [removed: (5,615] | [removed: )] | [added: (19,151)] | | [removed: (8,862] | [removed: )] | [added: | | (5,615) | | |]

| Consolidated income before income taxes | | [removed: $] | [removed: 1,069,748] [added: $] | [added: 1,082,309] | | [added: | | |] $ | [removed: 987,745] [added: 1,069,748] | | | [added: | |] $ | [removed: 796,729] [added: 987,745] | |

The following “Results of Operations of the year ended December 31, [removed: 2019] [added: 2020] compared with the year ended December 31, [removed: 2018”] [added: 2019”] 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, [removed: 2018] [added: 2019] compared to the year ended December 31, [removed: 2017] [added: 2018] can be found under Item 7 in our [removed: Annual Report on Form]

[added: Annual Report on Form 10-K] for the fiscal year ended December 31, [removed: 2018,] [added: 2019,] filed with the Securities and Exchange Commission on February [removed: 21, 2019.][added: 20, 2020.]

[removed: Results] [added: Results] of Operations for the year ended December 31, [removed: 2019] [added: 2020] compared with the year ended December 31, [removed: 2018][added: 2019]

Net sales for [removed: 2019] [added: 2020] were [removed: $5,158.6] [added: $4,540.0] million, [removed: an increase] [added: a decrease] of [removed: $312.7] [added: $618.6] million or [removed: 6.5%,] [added: 12.0%,] compared with net sales of [removed: $4,845.9] [added: $5,158.6] million in [removed: 2018.][added: 2019.]

The [removed: increase] [added: decrease] in net sales for 2019 was due to [removed: 2%] [added: a 13%] organic sales [removed: growth,] [added: decline driven by] a [removed: 5% increase] [added: weak economy as a result of the COVID-19 pandemic, an unfavorable 3%] from [removed: acquisitions,] [added: the Reading divestiture,] partially offset by [removed: unfavorable foreign currency translation.][added: a 4% increase from acquisitions.]

EIG net sales were [removed: $3,322.9] [added: $2,989.9] million in [removed: 2019, an increase] [added: 2020, a decrease] of [removed: 9.7%,] [added: 10.0%,] compared with [removed: $3,029.0] [added: $3,322.9] million in [removed: 2018.][added: 2019.]

EMG net sales were [removed: $1,835.7] [added: $1,550.1] million in [removed: 2019, an increase] [added: 2020, a decrease] of [removed: 1.0%,] [added: 15.6%,] compared with [removed: $1,816.9] [added: $1,835.7] million in [removed: 2018.][added: 2019.]

Total international sales for [removed: 2019] [added: 2020] were [removed: $2,474.9] [added: $2,209.9] million or [removed: 48.0%] [added: 48.7%] of net sales, [removed: an increase] [added: a decrease] of [removed: $26.4] [added: $265.0] million or [removed: 1.1%,] [added: 10.7%,] compared with international sales of [removed: $2,448.5] [added: $2,474.9] million or [removed: 50.5%] [added: 48.0%] of net sales in [removed: 2018.][added: 2019.]

The [removed: increase] [added: decrease] in international sales was primarily driven by [removed: recent acquisitions.][added: lower sales in Europe as a result of the COVID-19 pandemic.]

Export shipments from the United States, which are included in total international sales, were [removed: $1,306.2] [added: $1,196.4] million in [removed: 2019, an increase] [added: 2020, a decrease] of [removed: $36.8] [added: $109.8] million or [removed: 2.9%,] [added: 8.4%,] compared with [removed: $1,269.4] [added: $1,306.2] million in [removed: 2018.][added: 2019.]

Segment operating income for [removed: 2019] [added: 2020] was [removed: $1,253.2] [added: $1,095.6] million, [removed: an increase] [added: a decrease] of [removed: $107.3] [added: $157.6] million or [removed: 9.4%,] [added: 12.6%,] compared with segment operating income of [removed: $1,145.9] [added: $1,253.2] million in [removed: 2018.][added: 2019.]

In 2020, the Company was impacted by a weak global economy as a result of the COVID-19 pandemic, discussed below.

In response to the weak global economy, the Company recorded 2020 realignment costs totaling $43.9 million (the “2020 realignment costs”).

The 2020 realignment costs were composed of $35.5 million in severance costs for a reduction in workforce and $8.4 million of asset write-downs, primarily inventory.

- In January 2020, the Company spent $116.5 million, net of cash acquired, to acquire IntelliPower, a leading provider of high-reliability, ruggedized uninterruptible power systems serving a wide range of defense and industrial applications.

- In March 2020, the Company completed the sale of its Reading Alloys business (“Reading”) to Kymera International for net proceeds of $245.3 million in cash.

The sale resulted in a pre-tax gain of $141.0 million recorded in other income, net and income tax expense of $31.4 million.

- Free cash flow (cash flow provided by operating activities less capital expenditures) increased to a record $1,206.8 million in 2020, compared with $1,012.1 million in 2019.

- EBITDA (earnings before interest, income taxes, depreciation, and amortization) was a record $1,421.6 million in 2020, compared with $1,388.3 million in 2019.

Sales from products introduced in the past three years were $1,074.0 million or 23.7% of net sales.

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Impact of COVID-19 Pandemic on our Business

Our business, operations and end markets were negatively impacted in 2020 by the global outbreak and rapid spread of COVID-19.

As the situation rapidly evolved, we remained focused on safely serving our customers and protecting the health and safety of our employees.

All of our manufacturing locations remain operational with enhanced safety measures to help keep our employees, contractors, customers, and communities safe.

In compliance with government protocols, certain of the Company's employees were instructed to work from home until government mandated restrictions allow for a safe return to the workplace.

Those working at our sites are required to follow appropriate procedures, including completion of multiple training sessions and performance of self- and on-site screenings, as well as adhere to our personal protective equipment, social distancing, and personal hygiene protocols.

We are committed to safely maintaining plant operations and focusing on business continuity, while reliably supplying critical products to our customers.

During 2020, the COVID-19 pandemic resulted in a rapid decline in demand which impacted most of our end markets and geographies.

We continue to experience end market volatility, however, orders have begun to return and stabilize in many of our end markets.

Our financial position remains strong, however, we continue to closely monitor our fixed costs, capital expenditure plans, inventory, and capital resources to respond to changing conditions and to ensure we have the resources to meet our future needs.

We believe that we will emerge from these events well positioned for long-term growth, though we cannot reasonably estimate the duration and severity of this global pandemic or its ultimate impact on the global economy and our business and results.

Please refer to "Risk Factors", Part I, Item 1A of this Form 10-K for more information.

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Orders for 2020 were $4,624.4 million, a decrease of $649.9 million or 12.3% compared with $5,274.3 million in 2019.

The decrease in orders was due to an 11% organic order decline driven by a weak economy as a result of the COVID-19 pandemic, an unfavorable 3% from the Reading divestiture, partially offset by a favorable 1% from acquisitions, and a favorable 1% effect of foreign currency translation.

The Company recorded 2020 realignment costs totaling $43.9 million in the first quarter of 2020 (the “2020 realignment costs”).

The 2020 realignment costs were composed of $35.5 million in severance costs for a reduction in workforce and $8.4 million of asset write-downs, primarily inventory, in response to the impact of a weak global economy as a result of the COVID-19 pandemic.

The 2020 realignment costs (in millions) reported in the consolidated statement of income as well as the impact on segment operating margins (in basis points) in 2020 are as follows:

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

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

| | | | 2020 | | | | | | | | |

| | | | Realignment Costs | | | | | | Operating Margins | | |

| EMG | | | 20.9 | | | | | | (130) | | |

| Total reported in segment operating income | | | 43.7 | | | | | | (100) | | |

| Selling, general and administrative expenses | | | 0.2 | | | | | | | | |

| Total reported in the consolidated statement of income | | | $ | 43.9 | | | | | (100) | | |

The decrease in segment operating income was primarily due to the lower sales discussed above and the $43.7 million of 2020 realignment costs, partially offset by the benefits of the Company's Operational Excellence initiatives.

| --- | --- |

10-K.

In 2019, the Company posted record backlog, orders, sales, operating income, net income, diluted earnings per share and operating cash flow.

The Company also benefited from its strategic initiatives under AMETEK’s four key strategies: Operational Excellence, Strategic Acquisitions, Global & Market Expansion and New Products.

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

| | • | Net sales for 2019 were $5,158.6 million, an increase of $312.7 million or 6.5%, compared with $4,845.9 million in 2018. The increase in net sales for 2019 was due to 2% organic sales growth, a 5% increase from the 2019 and 2018 acquisitions, partially offset by unfavorable foreign currency translation. |

| | • | During 2019, the Company spent $1,061.9 million in cash, net of cash acquired, to acquire two businesses: |

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

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

| | • | In the fourth quarter of 2019, the Company paid in full, at maturity, $100 million in aggregate principal amount of 6.30% private placement senior notes. |

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

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

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

10-K

In 2019, the Company posted record sales, operating income, net income, diluted earnings per share, orders, backlog and operating cash flow.

The Company achieved these results from organic sales growth in both EIG and EMG, contributions from the 2019 acquisitions of Gatan and PDT and 2018 acquisitions of Spectro Scientific, Telular, Forza, Motec and SoundCom, as well as from the Company’s Operational Excellence initiatives.

The Company’s record backlog, the full year impact of the 2019 acquisitions and continued focus on and implementation of Operational Excellence initiatives are expected to have a positive impact on the Company’s 2020 results.

Orders for 2019 were $5,274.3 million, an increase of $222.5 million or 4.4%, compared with $5,051.8 million in 2018.

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

The Company’s backlog of unfilled orders at December 31, 2019 was $1,717.9 million, an increase of $115.8 million or 7.2%, compared with $1,602.1 million at December 31, 2018.

The increase in segment operating income and segment operating margins for 2019 resulted primarily from the increase in net sales, as well as the benefits of the Company’s Operational Excellence initiatives.

Interest expense was $88.5 million for 2019, an increase of $6.3 million or 7.7%, compared with $82.2 million in 2018.

The interest expense increase for 2019 was primarily driven by the 2018 private placement senior notes issued in December 2018 ($475 million and 75 million Euros) and January 2019 ($100 million), partially offset by a decrease related to the repayment in full, at maturity, of $80 million in aggregate principal amount of 6.35% private placement senior notes and $160 million in aggregate principal amount of 7.08% private placement senior notes in the third quarter of 2018, $65 million in aggregate principal amount of 7.18% private placement senior notes in the fourth quarter of 2018, and $100 million in aggregate principal amount of 6.03% private placement senior notes in the fourth quarter of 2019.

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.

The 2019 and 2018 effective tax rates also reflect the release of uncertain tax position liabilities primarily relating to statute expirations for U.S. Federal and State jurisdictions totaling $23.3 million and $11.4 million, respectively.

for further details.

Net income for 2019 was $861.3 million, an increase of $83.4 million or 10.7%, compared with $777.9 million in 2018.

Diluted earnings per share for 2019 were $3.75, an increase of $0.41 or 12.3%, compared with $3.34 per diluted share in 2018.

net

sales totaled $3,322.9 million for 2019, an increase of $293.9 million or 9.7%, compared with $3,029.0 million in 2018.

The net sales increase was due to 3% organic sales growth, an 8% increase from the 2019 acquisition of Gatan and the 2018 acquisitions of Spectro Scientific, Telular, Forza, Motec and SoundCom, partially offset by an unfavorable 1% effect of foreign currency translation.

The increase in EIG’s operating income and operating margins for 2019 resulted primarily from the increase in net sales noted above, as well as the benefits of the Group’s Operational Excellence initiatives.

EMG’s

net sales totaled $1,835.7 million for 2019, an increase of $18.8 million or 1.0%, compared with $1,816.9 million in 2018.

The net sales increase was due to 2% organic sales growth, a 1% increase from the 2019 acquisition of PDT and the 2018 acquisition of FMH, partially offset by unfavorable 2% foreign currency translation.

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.

In 2018, the Company paid $1,129.3 million, net of cash acquired, to acquire Spectro Scientific in November 2018, Telular and Forza in October 2018, Motec in June 2018, SoundCom in April 2018 and FMH in January 2018.

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 [added: 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, [removed: the Mexican peso] and the [removed: Swiss franc.][added: Mexican peso.]

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

[Table of Contents](#ie768139bb6c04939ae28cc5a12851e0c_7)

| --- | --- |

10-K.

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

[removed: Available Information][added: Available Information]

[added: 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 [added: 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 [added: www.sec.gov.]

AMETEK has posted in the “Investors – Governance” section of its website its corporate governance guidelines, Board committee [removed: charters and] [added: charters,] codes of [removed: ethics.][added: ethics, and social and environmental policies.]

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

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

[removed: Significant] [added: *Significant] Market [removed: Share][added: Share*.]

AMETEK maintains significant market share in a number of targeted niche markets through its ability to produce and deliver [removed: high-quality] [added: high-quality, differentiated] products at competitive prices.

[removed: Technological] [added: *Technological] and Development [removed: Capabilities][added: Capabilities*.]

These have improved the pace and quality of product innovation and resulted in the introduction of a steady stream of new products across all of AMETEK’s [removed: lines of business.][added: businesses.]

[added: *Efficient and Flexible Manufacturing Operations.*] Through its Operational Excellence initiatives, AMETEK has established a lean [added: and flexible] manufacturing platform for its businesses.

In its effort to achieve best-cost manufacturing, AMETEK had plants, as of December 31, [removed: 2019,] [added: 2020,] in Brazil, China, the Czech Republic, Malaysia, Mexico, and Serbia.

Acquisitions also have allowed AMETEK to [removed: reduce costs and] achieve operating synergies by consolidating operations, product lines and distribution channels, [removed: benefitting] [added: benefiting] both of AMETEK’s operating groups.

[removed: Experienced] [added: *Experienced] Management [removed: Team][added: Team*.]

AMETEK senior management has extensive industry experience and an average of approximately [removed: 27] [added: 28] years of AMETEK service.

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

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

[removed: In addition, other] [added: Other] financial initiatives have been or may be undertaken, including public and private debt or equity issuance, bank debt refinancing, local financing in certain foreign countries and share repurchases.

[added: *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*.]

Since the beginning of [removed: 2015] [added: 2016] through December 31, [removed: 2019,] [added: 2020,] AMETEK has completed [removed: 18] [added: 17] acquisitions with annualized sales totaling [removed: more than $1.1] [added: approximately $1.0] billion, including [removed: two acquisitions] [added: one acquisition] in [removed: 2019 (see “Recent Acquisitions”).][added: 2020.]

[removed: Global] [added: *Global] & Market [removed: Expansion][added: Expansion*.]

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

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

AMETEK also has expanded its [removed: sales and service capabilities in China and enhanced its sales presence] [added: sales, service,] and engineering capabilities [removed: in India.][added: globally.]

[removed: New Products][added: *New Products*.]

In [removed: 2019,] [added: 2020,] AMETEK added to its highly differentiated product portfolio with a range of new products across many of its businesses.

AMETEK [added: focuses on cash generation and capital deployment AMETEK] generates strong cash flow given its asset-light business model and strong operational execution.

[removed: See] [added: Information with respect to environmental matters is set forth in] Note [removed: 10] [added: 13] to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form [added: 10-K.]

[removed: Description] [added: Description] of [removed: Business][added: Business]

[removed: EIG][added: EIG]

Products supplied to these markets include process control instruments for the [removed: oil and gas, petrochemical,] [added: life sciences,] pharmaceutical, semiconductor, automation, [removed: and] food and [removed: beverage] [added: beverage, oil and gas, and petrochemical] industries.

It provides a growing range of instruments to the research and laboratory equipment, [removed: ultraprecision] [added: ultra precision] manufacturing, medical, and test and measurement markets.

In [removed: 2019,] [added: 2020,] 49% of EIG’s net sales were to customers outside the United States.

At December 31, [removed: 2019,] [added: 2020,] EIG employed approximately [removed: 10,300] [added: 9,300] people, of whom approximately 900 were covered by collective bargaining agreements.

At December 31, [removed: 2019,] [added: 2020,] EIG had operating facilities in the United States, the United Kingdom, Germany, Canada, China, Denmark, Finland, France, Switzerland, Argentina, Austria and Mexico.

[removed: Process] [added: *Process] and Analytical Instrumentation Markets and [removed: Products][added: Products*]

Process and analytical instrumentation sales represented [removed: 72%] [added: 73%] of EIG’s [removed: 2019] [added: 2020] net sales.

These 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 [added: non-contact metrology products; and clinical and educational communication solutions.]

[Table of Contents](#ie768139bb6c04939ae28cc5a12851e0c_7)

shareholder value.

AMETEK's businesses help solve our customers' most complex challenges with differentiated technology solutions.

[Table of Contents](#ie768139bb6c04939ae28cc5a12851e0c_7)

It is a leader in the design and

[Table of Contents](#ie768139bb6c04939ae28cc5a12851e0c_7)

Acquired in January 2020, IntelliPower is a leading provider of high-reliability, ruggedized uninterruptible power systems serving a wide range of defense and industrial applications.

[Table of Contents](#ie768139bb6c04939ae28cc5a12851e0c_7)

*Customers*

[Table of Contents](#ie768139bb6c04939ae28cc5a12851e0c_7)

Environmental and Other Governmental Regulation

AMETEK's operations and properties are subject to laws and regulations relating to environmental protection, including those governing air emissions, water discharges, waste management and workplace safety.

The Company uses, generates and disposes of hazardous substances and waste in its operations and could be subject to material liabilities relating to the investigation and clean-up of contaminated properties and related claims.

The Company is required to conform our operations and properties to these laws and adapt to regulatory requirements in all countries as these requirements change.

In connection with acquisitions, the Company will assess potential material environmental liabilities, and determine regulatory and fiduciary obligations during the course of the due diligence process.

In addition, new laws and regulations, the discovery of previously unknown contamination or the imposition of new requirements could increase our costs or subject us to new or increased liabilities.

Human Capital Management

As a global organization, AMETEK has seen firsthand that the innovation needed to solve our customers’ biggest challenges can only come from employees that are fully engaged, committed, and have diverse perspectives and backgrounds.

Our Board regularly receives updates and presentations on key culture topics, including environmental, social and governance compliance, diversity and inclusion, and employee development and succession.

Our executive management team reviews the key talent across our company annually and assesses the adequacy of talent to meet business challenges and future growth needs.

A major area of focus is a review of diversity and inclusion improvement efforts.

We have a Women’s Business Council and an African American Business Council, both of which drive initiatives focused on mentorship, education, and career guidance.

Diverse candidate slates are required for external salaried openings, including executive management and Board appointments, where at least one diverse candidate is interviewed.

[Table of Contents](#ie768139bb6c04939ae28cc5a12851e0c_7)

We have a longstanding commitment to responsible corporate conduct.

Each employee is provided with annual performance goals which are reviewed in a performance review with their manager.

Employee feedback is actively encouraged through an open-door policy for all managers, regular town hall/all hands meetings, executive presentations with Q&A sessions, a regular CEO podcast for all employees, and a Hotline that can be used to report complaints.

Additionally, we strive to protect health and safety in every aspect of our enterprise – from the way we design, manufacture, and deliver our products to the way our customers use them.

We continue to drive towards our goal of zero lost-time work incidents.

Our 2020 lost-time incident rate was the lowest ever and we continue to enhance our safety initiatives as each facility is tasked with identifying opportunities for additional safety measures.

Businesses with zero incidents share best practices and ensure ongoing training to maintain their safety excellence.

In addition to our Environmental Health, and Safety facility audits, our facilities’ activities include safety committees, continual training, documented self-audits, and behavior-based safety observations and feedback.

| --- | --- |

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.

www.sec.gov

Efficient and Low-Cost Manufacturing Operations.

Operational Excellence.

While Europe remains its largest overseas

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

They included:

| | • | 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. |

Cash Flow Generation and Disciplined Capital Deployment

2019 OVERVIEW

Operating Performance

In 2019, the Company posted record sales, operating income, net income, diluted earnings per share, orders, backlog and operating cash flow.

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.

See “Results of Operations” in Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations for further details.

In 2019, AMETEK achieved sales of $5,158.6 million, an increase of 6.5% from 2018 due to 2% organic sales growth, a 5% increase from the 2019 and 2018 acquisitions, partially offset by unfavorable foreign currency translation.

Diluted earnings per share for 2019 were $3.75, an increase of $0.41 or 12.3%, compared with $3.34 per diluted share in 2018.

Recent Acquisitions

AMETEK spent $1,061.9 million in cash, net of cash acquired, to acquire two businesses in 2019.

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

PDT is part of EMG.

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 [added: 10-K for information regarding certain litigation matters.]

| --- | --- |

10-K

for information regarding certain litigation matters.

[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][added: FORM 10-K]

[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] | [added: | |]

[removed: For] [added: For] the fiscal year ended December 31, [removed: 2019][added: 2020]

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

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

[removed: Commission] [added: Commission] File Number [added: 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 | | 14-1682544 |][added: Delaware]

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

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

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

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

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

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

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

Yes [added: ☒ 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 [added: 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 [added: non-accelerated filer, smaller reporting company, or an emerging growth company.]

[removed: filer, smaller] [added: | Non-accelerated filer | | | ☐ | | | | | | Smaller] reporting [removed: company, or an emerging growth company.][added: company | | | ☐ | | |]

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

| Large accelerated filer | | [added: |] ☒ | | [added: | | | |] Accelerated filer | | [added: |] ☐ | [added: | |]

| | | | | [added: | | | | |] Emerging growth company | | [added: |] ☐ | [added: | |]

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

[added: The aggregate market value] of the [added: voting stock held by non-affiliates of the] registrant was approximately [removed: $20.7] [added: $20.5] billion as of June [removed: 28, 2019,] [added: 30, 2020,] 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 [removed: 31, 2020] [added: 29, 2021] was [removed: 229,124,099.][added: 230,563,891.]

[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 6, [removed: 2020.][added: 2021.]

[added: 2020 Form 10-K] Annual [removed: Report][added: Report]

[removed: Table] [added: Table] of [removed: Contents][added: Contents]

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

[removed: | PART I | | | | | | |][added: PART I]

| [removed: Item 1.] [added: [Item 1.](#ie768139bb6c04939ae28cc5a12851e0c_13)] | | [removed: [Business](#tx878806_1)] | [added: [Business](#ie768139bb6c04939ae28cc5a12851e0c_13)] | | [removed: 2] | [added: [2](#ie768139bb6c04939ae28cc5a12851e0c_13)] | [added: | |]

| [removed: Item 1A.] [added: [Item 1A.](#ie768139bb6c04939ae28cc5a12851e0c_16)] | | [added: |] [Risk [removed: Factors](#tx878806_2)] [added: Factors](#ie768139bb6c04939ae28cc5a12851e0c_16)] | | | [removed: 11] [added: [8](#ie768139bb6c04939ae28cc5a12851e0c_16)] | | [added: |]

| [removed: Item 1B.] [added: [Item 1B.](#ie768139bb6c04939ae28cc5a12851e0c_19)] | | [added: |] [Unresolved Staff [removed: Comments](#tx878806_3)] [added: Comments](#ie768139bb6c04939ae28cc5a12851e0c_19)] | | | [removed: 17] [added: [15](#ie768139bb6c04939ae28cc5a12851e0c_19)] | | [added: |]

| [removed: Item 2.] [added: [Item 2.](#ie768139bb6c04939ae28cc5a12851e0c_22)] | | [removed: [Properties](#tx878806_4)] | [added: [Properties](#ie768139bb6c04939ae28cc5a12851e0c_22)] | | [removed: 18] | [added: [15](#ie768139bb6c04939ae28cc5a12851e0c_22)] | [added: | |]

[Table of Contents](#ie768139bb6c04939ae28cc5a12851e0c_7)

_____________________

_____________________

| | | | | | |

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

or

| | | | | | |

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

_____________________

_____________________

(State or other jurisdiction of

incorporation or organization)

Berwyn, Pennsylvania

14-1682544

(I.R.S. Employer

Identification No.)

19312-1177

(Zip Code)

Title of each class

Trading symbol(s)

AME

New York Stock Exchange

_____________________

Yes ☐ No ☒

Yes ☒ No ☐

Yes ☒ No ☐

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

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Yes ☐ No ☒

[Table of Contents](#ie768139bb6c04939ae28cc5a12851e0c_7)

AMETEK, Inc.

| | | | | | | | | |

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

| | | | [PART IV](#ie768139bb6c04939ae28cc5a12851e0c_217) | | | | | |

| [SIGNATURES](#ie768139bb6c04939ae28cc5a12851e0c_226) | | | | | | [86](#ie768139bb6c04939ae28cc5a12851e0c_226) | | |

[Table of Contents](#ie768139bb6c04939ae28cc5a12851e0c_7)

10-K

| --- | --- |

or

1-12981

| | | |

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

| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |

647-2121

| | | | | |

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

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).

non-accelerated

12b-2

of the Exchange Act.

| | | | | | | |

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

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

of the Act).

The aggregate market value of the voting stock held by

non-affiliates

2019 Form

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

PART I

[Table of Contents](#ie768139bb6c04939ae28cc5a12851e0c_7)

At December 31, [removed: 2019,] [added: 2020,] the Company conducted business from office and operating facilities at owned and leased locations throughout the United States and select global markets.

| --- | --- |

[removed: PART II][added: PART II]

[Table of Contents](#ie768139bb6c04939ae28cc5a12851e0c_7)

| --- | --- |

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 [removed: 31, 2020,] [added: 29, 2021,] there were approximately 1,800 holders of record of the Company’s common stock.

Under its share repurchase program, the Company repurchased approximately [removed: 133,000] [added: 55,000] shares of its common stock for [removed: $11.9] [added: $4.7] million in [removed: 2019] [added: 2020] and 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.]

[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: 2019:][added: 2020:]

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

[removed: | (1) | Represents] [added: (1)Represents] shares surrendered to the Company to satisfy tax withholding obligations in connection with employees’ share-based compensation awards. [removed: |]

[removed: | (2) | Consists] [added: (2)Consists] of the number of shares purchased pursuant to the Company’s Board of Directors $500 million authorization for the repurchase of its common stock announced in February 2019. [removed: 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: 2019] [added: 2020] regarding all of the Company’s existing compensation plans pursuant to which equity securities are authorized for issuance to employees and [removed: nonemployee] [added: non-employee] directors:

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

| Equity compensation plans [added: not] approved by security holders | | | [removed: 4,302,540] [added: —] | | | [removed: $] | [removed: 62.50] | | [added: —] | | [removed: 4,579,533] | | [added: | | — | | |]

| Equity compensation plans [removed: not] approved by security holders | | | [removed: —] [added: 3,950,093] | | | | [removed: —] | | [added: $] | [added: 65.16] | [removed: —] | | [added: | | 11,084,782 | | |]

[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: 2019] [added: 2020] with total returns for the same period for the Standard and Poor’s (“S&P”) 500 Index and S&P Industrials.

The performance graph and table assume a $100 investment made on December 31, [removed: 2014] [added: 2015] and reinvestment of all dividends.

[added: |] COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN [added: | | |]

[removed: ][added: ]

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

| | | [removed: 2014] | [added: 2015] | | | [removed: 2015] | | | [added: 2016] | [removed: 2016] | | | | [removed: 2017] | [added: 2017] | | | [removed: 2018] | | | [added: 2018] | [removed: 2019] | | | [added: | | 2019 | | | | | | 2020 | | |]

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

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

| October 1, 2020 to October 31, 2020 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 484,556,384 | |

| November 1, 2020 to November 30, 2020 | | | 1,013 | | | | | | 114.17 | | | | | | 1,013 | | | | | | 484,440,732 | | |

| December 1, 2020 to December 31, 2020 | | | — | | | | | | — | | | | | | — | | | | | | 484,440,732 | | |

| Total | | | 1,013 | | | | | | 114.17 | | | | | | 1,013 | | | | | | | | |

_____________________

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.

[Table of Contents](#ie768139bb6c04939ae28cc5a12851e0c_7)

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

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

| Total | | | 3,950,093 | | | | | | 65.16 | | | | | | 11,084,782 | | |

[Table of Contents](#ie768139bb6c04939ae28cc5a12851e0c_7)

| | | |

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

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

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

| AMETEK, Inc. | | | $ | 100.00 | | | | | $ | 91.37 | | | | | $ | 137.04 | | | | | $ | 128.96 | | | | | $ | 191.21 | | | | | $ | 233.72 | |

| S&P 500 Index | | | 100.00 | | | | | | 111.96 | | | | | | 136.40 | | | | | | 130.42 | | | | | | 171.49 | | | | | | 203.04 | | |

| S&P Industrials | | | 100.00 | | | | | | 118.86 | | | | | | 143.86 | | | | | | 124.74 | | | | | | 161.38 | | | | | | 179.23 | | |

[Table of Contents](#ie768139bb6c04939ae28cc5a12851e0c_7)

| --- | --- |

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

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

| 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 | | | | | |

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

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

| 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 following financial information for the five years ended December 31, [removed: 2019,] [added: 2020,] 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 [added: 10-K.]

| | | [removed: 2019] | [added: 2020] | | | [removed: 2018] | | | [added: 2019] | [removed: 2017] | | | | [removed: 2016] | [added: 2018] | | | [removed: 2015] | | | [added: 2017 | | | | | | 2016 | | |]

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

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

| Net sales | | [added: | $ | 4,540.0 | | | | |] $ | 5,158.6 | | | [added: | |] $ | 4,845.9 | | | [removed: $] | [removed: 4,300.2] | [added: $] | [added: 4,300.2] | [removed: $] | [removed: 3,840.1] | | | $ | [removed: 3,974.3] [added: 3,840.1] | |

| Operating income [removed: (1)] | | [added: | $ | 1,027.9 | | | | |] $ | 1,177.4 | | | [added: | |] $ | 1,075.5 | | | [removed: $] | [removed: 903.6] | [added: $] | [added: 903.6] | [removed: $] | [removed: 791.0] | | | $ | [removed: 907.7] [added: 791.0] | |

| Interest expense | | [removed: $] | [added: 86.1 | | | | | |] 88.5 | | | [removed: $] | [added: | |] 82.2 | | | [removed: $] | [removed: 98.0] | | [added: 98.0] | [removed: $] | [removed: 94.3] | | | [removed: $] | [removed: 91.8] [added: 94.3] | | [added: |]

| Net income | | [added: | $ | 872.4 | | | | |] $ | 861.3 | | | [added: | |] $ | 777.9 | | | [removed: $] | [removed: 681.5] | [added: $] | [added: 681.5] | [removed: $] | [removed: 512.2] | | | $ | [removed: 590.9] [added: 512.2] | |

| Earnings per share: | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| Basic | | [added: | $ | 3.80 | | | | |] $ | 3.78 | | | [added: | |] $ | 3.37 | | | [removed: $] | [removed: 2.96] | [added: $] | [added: 2.96] | [removed: $] | [removed: 2.20] | | | $ | [removed: 2.46] [added: 2.20] | |

| Diluted | | [added: | $ | 3.77 | | | | |] $ | 3.75 | | | [added: | |] $ | 3.34 | | | [removed: $] | [removed: 2.94] | [added: $] | [added: 2.94] | [removed: $] | [removed: 2.19] | | | $ | [removed: 2.45] [added: 2.19] | |

| Dividends declared and paid per share | | [removed: $] | [removed: 0.56] [added: $] | [added: 0.72] | | [added: | | |] $ | 0.56 | | | [added: | |] $ | [removed: 0.36] [added: 0.56] | | | [added: | |] $ | 0.36 | | | [added: | |] $ | 0.36 | |

| [removed: Performance] [added: Performance] Measures and Other [removed: Data:] [added: Data:] | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| Operating income — Return on net sales [removed: (1)] | | | [added: 22.6 | | % | | | |] 22.8 | [added: |] % | | | [added: |] 22.2 | [added: |] % | | | [removed: 21.0] | [removed: %] [added: 21.0] | | [added: %] | [removed: 20.6] | [removed: %] | | [added: 20.6] | [removed: 22.8] | % |

| — Return on average total assets [removed: (1)] | | | [added: 10.2 | | % | | | |] 12.7 | [added: |] % | | | [added: |] 13.1 | [added: |] % | | | [removed: 12.1] | [removed: %] [added: 12.1] | | [added: %] | [removed: 11.5] | [removed: %] | | [added: 11.5] | [removed: 13.9] | % |

| Net income — Return on average total capital | | | [added: 11.4 | | % | | | |] 11.7 | [added: |] % | | | [added: |] 11.9 | [added: |] % | | | [removed: 11.6] | [removed: %] [added: 11.6] | | [added: %] | [removed: 9.5] | [removed: %] | | [added: 9.5] | [removed: 11.6] | % |

| — Return on average stockholders’ equity | | | [added: 16.8 | | % | | | |] 18.4 | [added: |] % | | | [added: |] 18.8 | [added: |] % | | | [removed: 18.7] | [removed: %] [added: 18.7] | | [added: %] | [removed: 15.7] | [removed: %] | | [added: 15.7] | [removed: 18.2] | % |

| [removed: EBITDA (2)] [added: EBITDA(1)] | | [added: | $ | 1,421.6 | | | | |] $ | 1,388.3 | | | [added: | |] $ | 1,267.7 | | | [removed: $] | [removed: 1,076.0] | [added: $] | [added: 1,076.0] | [removed: $] | [removed: 966.0] | | | $ | [removed: 1,046.9] [added: 966.0] | |

| Ratio of EBITDA to interest [removed: expense (2)] [added: expense(1)] | | | [added: 16.5x | | | | | |] 15.7x | | | | [added: | |] 15.4x | | | | [removed: 11.0x] | | [added: 11.0x] | | [removed: 10.2x] | | | | [removed: 11.4x] [added: 10.2x] | | [added: |]

| Depreciation and amortization | | [added: | $ | 255.3 | | | | |] $ | 234.0 | | | [added: | |] $ | 199.5 | | | [removed: $] | [removed: 183.2] | [added: $] | [added: 183.2] | [removed: $] | [removed: 179.7] | | | $ | [removed: 149.5] [added: 179.7] | |

| [added: Deduct:] Capital expenditures | | [removed: $] | [removed: 102.3] [added: (74.2)] | | | [removed: $] | [removed: 82.1] | | [added: (102.3)] | [removed: $] | [removed: 75.1] | | | [removed: $] | [removed: 63.3] [added: (82.1)] | | | [removed: $] | [removed: 69.1] | | [added: (75.1) | | | | | | (63.3) | | |]

| Cash provided by operating activities | | [added: | $ | 1,281.0 | | | | |] $ | 1,114.4 | | | [added: | |] $ | 925.5 | | | [removed: $] | [removed: 833.3] | [added: $] | [added: 833.3] | [removed: $] | [removed: 756.8] | | | $ | [removed: 672.5] [added: 756.8] | |

| Free cash [removed: flow (3)] [added: flow(2)] | | [added: | $ | 1,206.8 | | | | |] $ | 1,012.1 | | | [added: | |] $ | 843.4 | | | [removed: $] | [removed: 758.2] | [added: $] | [added: 758.2] | [removed: $] | [removed: 693.5] | | | $ | [removed: 603.4] [added: 693.5] | |

| [removed: Consolidated] [added: Consolidated] Financial [removed: Position (At] [added: Position (At] December [removed: 31):] [added: 31):] | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| Current assets | | [added: | $ | 2,522.5 | | | | |] $ | 2,025.8 | | | [added: | |] $ | 1,836.1 | | | [removed: $] | [removed: 1,934.7] | [added: $] | [added: 1,934.7] | [removed: $] | [removed: 1,928.2] | | | $ | [removed: 1,618.8] [added: 1,928.2] | |

| Current liabilities | | [added: | $ | 1,075.9 | | | | |] $ | 1,425.9 | | | [added: | |] $ | 1,258.7 | | | [removed: $] | [removed: 1,138.7] | [added: $] | [added: 1,138.7] | [removed: $] | [removed: 924.4] | | | $ | [removed: 1,024.0] [added: 924.4] | |

| Total debt, net | | [added: | $ | 2,413.7 | | | | |] $ | 2,768.7 | | | [added: | |] $ | 2,632.7 | | | [removed: $] | [removed: 2,174.3] | [added: $] | [added: 2,174.3] | [removed: $] | [removed: 2,341.6] | | | $ | [removed: 1,938.0] [added: 2,341.6] | |

| Stockholders’ equity | | [added: | $ | 5,949.3 | | | | |] $ | 5,115.5 | | | [added: | |] $ | 4,241.9 | | | [removed: $] | [removed: 4,027.6] | [added: $] | [added: 4,027.6] | [removed: $] | [removed: 3,256.5] | | | $ | [removed: 3,254.6] [added: 3,256.5] | |

| Stockholders’ equity per share | | [added: | $ | 25.81 | | | | |] $ | 22.33 | | | [added: | |] $ | 18.68 | | | [removed: $] | [removed: 17.42] | [added: $] | [added: 17.42] | [removed: $] | [removed: 14.20] | | | $ | [removed: 13.82] [added: 14.20] | |

| Total debt as a percentage of capitalization | | | [added: 28.9 | | % | | | |] 35.1 | [added: |] % | | | [added: |] 38.3 | [added: |] % | | | [removed: 35.1] | [removed: %] [added: 35.1] | | [added: %] | [removed: 41.8] | [removed: %] | | [added: 41.8] | [removed: 37.3] | % |

| Net debt as a percentage of [removed: capitalization (4)] [added: capitalization(3)] | | | [added: 16.8 | | % | | | |] 31.7 | [added: |] % | | | [added: |] 34.9 | [added: |] % | | | [removed: 27.5] | [removed: %] [added: 27.5] | | [added: %] | [removed: 33.3] | [removed: %] | | [added: 33.3] | [removed: 32.4] | % |

[removed: Notes] [added: Notes] to Selected Financial [removed: Data][added: Data]

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

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

| Add (deduct): | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| Interest income | | | [removed: (4.0] [added: (2.1)] | [removed: )] | | | [removed: (1.7] | [removed: )] | [added: (4.0)] | | [removed: (2.0] | [removed: )] | | | [removed: (1.1] [added: (1.7)] | [removed: )] | | | [removed: (0.8] | [removed: )] | [added: (2.0) | | | | | | (1.1) | | |]

| Income taxes | | | [added: 209.9 | | | | | |] 208.5 | | | | [added: | |] 209.8 | | | | [removed: 115.3] | | [added: 115.3] | | [removed: 180.9] | | | | [removed: 215.5] [added: 180.9] | | [added: |]

| Depreciation | | | [added: 101.3 | | | | | |] 101.4 | | | | [added: | |] 85.4 | | | | [removed: 82.0] | | [added: 82.0] | | [removed: 74.8] | | | | [removed: 68.7] [added: 74.8] | | [added: |]

| Amortization | | | [added: 154.0 | | | | | |] 132.6 | | | | [added: | |] 114.1 | | | | [removed: 101.2] | | [added: 101.2] | | [removed: 104.9] | | | | [removed: 80.8] [added: 104.9] | | [added: |]

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

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

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[Table of Contents](#ie768139bb6c04939ae28cc5a12851e0c_7)

______________________

(1)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:

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

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

| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| Net income | | | $ | 872.4 | | | | | $ | 861.3 | | | | | $ | 777.9 | | | | | $ | 681.5 | | | | | $ | 512.2 | |

(2)Free cash flow represents cash flow from operating activities less capital expenditures.

The following table presents the reconciliation of cash flow from operating activities reported in accordance with U.S. GAAP to free cash flow:

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

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

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

| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

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

| Cash provided by operating activities | | | $ | 1,281.0 | | | | | $ | 1,114.4 | | | | | $ | 925.5 | | | | | $ | 833.3 | | | | | $ | 756.8 | |

(3)Net debt represents total debt, net minus cash and cash equivalents.

The following table presents the reconciliation of total debt, net reported in accordance with U.S. GAAP to net debt:

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

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

| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

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

| Total debt, net | | | $ | 2,413.7 | | | | | $ | 2,768.7 | | | | | $ | 2,632.7 | | | | | $ | 2,174.3 | | | | | $ | 2,341.6 | |

[Table of Contents](#ie768139bb6c04939ae28cc5a12851e0c_7)

| --- | --- |

10-K.

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

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

| Weighted average common shares outstanding: | | | | | | | | | | | | | | | | | | | | |

| Basic | | | 227.8 | | | | 230.8 | | | | 230.2 | | | | 232.6 | | | | 239.9 | |

| Diluted | | | 229.4 | | | | 232.7 | | | | 231.8 | | | | 233.7 | | | | 241.6 | |

| Property, plant and equipment, net | | $ | 548.9 | | | $ | 554.1 | | | $ | 493.3 | | | $ | 473.2 | | | $ | 484.5 | |

| Total assets | | $ | 9,844.6 | | | $ | 8,662.3 | | | $ | 7,796.1 | | | $ | 7,100.7 | | | $ | 6,660.5 | |

| Long-term debt, net | | $ | 2,271.3 | | | $ | 2,273.8 | | | $ | 1,866.2 | | | $ | 2,062.6 | | | $ | 1,553.1 | |

| (1) | 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”). |

| (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: |

| Interest expense | | | 88.5 | | | | 82.2 | | | | 98.0 | | | | 94.3 | | | | 91.8 | |

| Deduct: Capital expenditures | | | (102.3 | ) | | | (82.1 | ) | | | (75.1 | ) | | | (63.3 | ) | | | (69.1 | ) |

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

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

| [Reports of [removed: Management](#tx878806_23)] [added: Management](#ie768139bb6c04939ae28cc5a12851e0c_73)] | | | [removed: 36] [added: [33](#ie768139bb6c04939ae28cc5a12851e0c_73)] | | [added: |]

| [Reports of Independent Registered Public Accounting [removed: Firm](#tx878806_24)] [added: Firm](#ie768139bb6c04939ae28cc5a12851e0c_76)] | | | [removed: 37] [added: [34](#ie768139bb6c04939ae28cc5a12851e0c_76)] | | [added: |]

| [Consolidated Statement of Income for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#tx878806_25)] [added: 2018](#ie768139bb6c04939ae28cc5a12851e0c_79)] | | | [removed: 41] [added: [38](#ie768139bb6c04939ae28cc5a12851e0c_79)] | | [added: |]

| [Consolidated Statement of [removed: Comprehensive] [added: Compre](#ie768139bb6c04939ae28cc5a12851e0c_82)[hensive] Income for the years ended December 31, [removed: 2019, 2018 and 2017](#tx878806_26)] [added: 20](#ie768139bb6c04939ae28cc5a12851e0c_82)[20](#ie768139bb6c04939ae28cc5a12851e0c_82)[, 201](#ie768139bb6c04939ae28cc5a12851e0c_82)[9](#ie768139bb6c04939ae28cc5a12851e0c_82) [and 201](#ie768139bb6c04939ae28cc5a12851e0c_82)[8](#ie768139bb6c04939ae28cc5a12851e0c_82)[](#ie768139bb6c04939ae28cc5a12851e0c_82)] | | | [removed: 42] [added: [39](#ie768139bb6c04939ae28cc5a12851e0c_82)] | | [added: |]

| [Consolidated Balance Sheet at December 31, [removed: 2019 and 2018](#tx878806_27)] [added: 20](#ie768139bb6c04939ae28cc5a12851e0c_88)[20](#ie768139bb6c04939ae28cc5a12851e0c_88) [and 201](#ie768139bb6c04939ae28cc5a12851e0c_88)[9](#ie768139bb6c04939ae28cc5a12851e0c_88)[](#ie768139bb6c04939ae28cc5a12851e0c_88)] | | | [removed: 43] [added: [40](#ie768139bb6c04939ae28cc5a12851e0c_88)] | | [added: |]

| [Consolidated Statement of Stockholders’ Equity for the years ended December 31, [removed: 2019, 2018 and 2017](#tx878806_28)] [added: 20](#ie768139bb6c04939ae28cc5a12851e0c_94)[20](#ie768139bb6c04939ae28cc5a12851e0c_94)[, 201](#ie768139bb6c04939ae28cc5a12851e0c_94)[9](#ie768139bb6c04939ae28cc5a12851e0c_94) [and 201](#ie768139bb6c04939ae28cc5a12851e0c_94)[8](#ie768139bb6c04939ae28cc5a12851e0c_94)[](#ie768139bb6c04939ae28cc5a12851e0c_94)] | | | [removed: 44] [added: [41](#ie768139bb6c04939ae28cc5a12851e0c_94)] | | [added: |]

| [Consolidated Statement of Cash Flows for the years ended December 31, [removed: 2019, 2018 and 2017](#tx878806_29)] [added: 20](#ie768139bb6c04939ae28cc5a12851e0c_100)[20](#ie768139bb6c04939ae28cc5a12851e0c_100)[, 201](#ie768139bb6c04939ae28cc5a12851e0c_100)[9](#ie768139bb6c04939ae28cc5a12851e0c_100) [and 201](#ie768139bb6c04939ae28cc5a12851e0c_100)[8](#ie768139bb6c04939ae28cc5a12851e0c_100)[](#ie768139bb6c04939ae28cc5a12851e0c_100)] | | | [removed: 45] [added: [42](#ie768139bb6c04939ae28cc5a12851e0c_100)] | | [added: |]

[removed: | [Notes to Consolidated Financial Statements](#tx878806_30) | | | 46 | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

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

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

The report of the Audit Committee is included in the Company’s Proxy Statement for the [removed: 2020] [added: 2021] 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 [added: 13a-15(f) and 15d-15(f).]