United States
FORM 11-K
(Mark one)
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ANNUAL REPORT PURSUANT TO
SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2004
OR
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TRANSITION REPORT PURSUANT TO
SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-12981
AMETEK 401(K) PLAN FOR ACQUIRED BUSINESSES
AMETEK, Inc.
AMETEK 401(K) Plan for Acquired Businesses
Financial Statements and Supplemental Schedule
Years ended December 31, 2004 and 2003
Contents
Report of Independent Registered Public Accounting Firm |
2 | |||
Audited Financial Statements: |
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Statements of Assets Available for Benefits |
3 | |||
Statements of Changes in Assets Available for Benefits |
4 | |||
Notes to Financial Statements |
5 | |||
Supplemental Schedule: |
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Schedule H, Line 4i Schedule of Assets (Held at End of Year) |
12 | |||
Signatures |
13 | |||
Exhibit Index |
14 |
1
Report of Independent Registered Public Accounting Firm
Plan Administrative Committee
We have audited the accompanying statements of assets available for benefits of the AMETEK 401(K) Plan for Acquired Businesses as of December 31, 2004 and 2003, and the related statements of changes in assets available for benefits for the years then ended. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plans internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plans internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for benefits of the Plan at December 31, 2004 and 2003, and the changes in its assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2004, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP |
Philadelphia, Pennsylvania
2
AMETEK 401(K) Plan for Acquired Businesses
Statements of Assets Available for Benefits
December 31, | ||||||||
2004 | 2003 | |||||||
Assets: |
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Investments, at fair value |
$ | 46,135,724 | $ | 39,546,758 | ||||
Assets available for benefits |
$ | 46,135,724 | $ | 39,546,758 | ||||
See accompanying notes.
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AMETEK 401(K) Plan for Acquired Businesses
Statements of Changes in Assets Available for Benefits
Year ended December 31, | ||||||||
2004 | 2003 | |||||||
Additions: |
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Contributions: |
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Employer |
$ | 1,143,242 | $ | 1,165,231 | ||||
Participants |
2,514,037 | 2,382,502 | ||||||
Participant rollovers from other plans |
552,258 | 88,181 | ||||||
4,209,537 | 3,635,914 | |||||||
Investment income: |
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Net appreciation in fair value of investments |
4,141,815 | 6,745,795 | ||||||
Interest and dividend income |
946,996 | 727,913 | ||||||
5,088,811 | 7,473,708 | |||||||
Total additions |
9,298,348 | 11,109,622 | ||||||
Deductions: |
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Benefits paid to participants |
2,709,382 | 5,259,743 | ||||||
Total deductions |
2,709,382 | 5,259,743 | ||||||
Net increase |
6,588,966 | 5,849,879 | ||||||
Assets available for benefits: |
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Beginning of year |
39,546,758 | 33,696,879 | ||||||
End of year |
$ | 46,135,724 | $ | 39,546,758 | ||||
See accompanying notes.
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AMETEK 401(K) Plan for Acquired Businesses
1. Description of Plan
General
The following brief description of the AMETEK 401(K) Plan for Acquired Businesses (the Plan) provides only summarized information. Participants should refer to the Plan document for a more complete description of the Plans provisions.
The Plan is a tax-deferred 401(k) defined contribution savings plan. The Plan provides eligible employees of businesses acquired by AMETEK, Inc. (AMETEK, or the Company), an opportunity to invest a portion of their compensation, as defined by the Plan, in one or a combination of investment programs (see Note 3).
Contributions
Each year, participants have an opportunity to invest up to 50% of their annual compensation, as defined by the Plan, in multiples of one percent, except for certain highly compensated participants who may be subject to certain regulatory limitations. Beginning January 1, 2004, certain groups of participants will have an opportunity to invest up to 75% of their compensation, as defined by the Plan. Participants may also contribute amounts representing rollovers from other qualified plans. Also in connection with business acquisitions by AMETEK, account balances from certain other plans may be transferred into the Plan, or into a separate 401(k) retirement and savings plan sponsored by AMETEK. The Plan provides for Company contributions equal to 100% of the amount contributed by each participant, up to a maximum percentage ranging from 2% to 6% of the participants compensation as determined by the Board of Directors for each business. Matching Company contributions are credited to participants accounts at the same time their contributed compensation is invested. However, the Company may make its matching contribution payment to the Plan at anytime prior to the due date prescribed by law for filing the Companys federal income tax return for that Plan year.
Participant Accounts
Each participants account is credited with the participants contributions and allocations of (a) the Companys contributions and (b) Plan net earnings. Allocations are based on participant earnings and/or account balances, as defined. The benefit to which a participant is entitled is the balance in the participants account.
Vesting
Participants are fully vested at all times in both their contributions to the Plan and in Company contributions.
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AMETEK 401(K) Plan for Acquired Businesses
1. Description of Plan (continued)
Participant Loans
Participants may borrow a minimum of $1,000 or up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Participants may have up to two loans outstanding at any time, the sum of which may not exceed the maximum allowable. Repayment terms of the loans are generally limited to no longer than 60 months from inception or for a reasonable period of time in excess of 60 months for the purchase of a principal residence, as fixed by the Plans Administrative Committee. The loans are secured by the balance in the participants account, and bear interest at rates established by the Plans administrative committee, which approximate rates charged by commercial lending institutions for comparable loans. Interest rates on loans outstanding at December 31, 2004 and 2003 ranged between 5% and 11.5%. Principal and interest is paid ratably through payroll deductions. Participant loans outstanding at December 31, 2004 and 2003, respectively, totaled $1,256,749 and $1,282,021 are included in investments in the accompanying Statements of Assets Available for Benefits.
Payment of Benefits
On termination of service, death, disability or retirement, a participant may receive a lump-sum amount equal to his or her vested account or elect to receive payment in installments up to a 15 year period, subject to certain restrictions based on life expectancy. Participants with a vested account value of less than $5,000 will be paid in a lump sum as soon as practicable after retirement, termination, disability or death of the participant. When a participant attains age 591/2 while still an employee, he or she can elect to withdraw a specified portion of his or her vested account balance. Also, in certain cases of financial hardship, a participant may elect to withdraw up to a specified portion of his or her vested account balance, regardless of age.
Plan Termination
The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
While the Company has not expressed any intent to terminate the Plan, it is free to do so at any time subject to the provisions of ERISA, and applicable labor agreements. In the event of Plan termination, each participant will receive the value of his or her separate vested account.
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AMETEK 401(K) Plan for Acquired Businesses
2. Summary of Significant Accounting Policies
Basis of financial statements and presentation format
The accompanying financial statements have been prepared on the accrual basis of accounting, except for the non-accrual of a liability for amounts owed to withdrawing participants, which are reflected in plan equity in accordance with U.S. generally accepted accounting principles (see Note 6). The accompanying financial statements have been prepared in accordance with Statement of Position (SOP) 99-3, Accounting for and Reporting of Certain Defined Contribution Benefit Plan Investments and Other Disclosure Matters.
Use of estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and assumptions.
Risks and uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market fluctuation and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants account balances and the amounts reported in the statements of assets available for benefits.
Investment valuation and income recognition
The shares of registered investment companies are valued at quoted market prices, which represent the net asset values of shares held by the Plan at year-end. The fair value of the participation units in the common/collective trust is based on quoted redemption values on the last business day of the plan year. Money market and short-term investments are carried at the fair value established by the issuer and/or the trustee. The participant loans are valued at their outstanding book value, which approximates fair value.
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AMETEK 401(K) Plan for Acquired Businesses
2. Summary of Significant Accounting Policies (continued)
Purchases and sales of investments are reflected on trade dates. Realized gains and losses on sales of investments are based on the average cost of such investments. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. Income from other investments is recorded as earned.
The net appreciation or depreciation of investments represents the sum of the change in the difference between year-end market value and cost of investments, and the difference between the proceeds received and the cost of investments sold during the year.
3. Investment Programs
At December 31, 2004 and 2003, the Vanguard Fiduciary Trust Company was the Trustee and a party-in-interest of the Plan.
A participant may direct contributions (up to certain specified limits) in any of the following investment options.
| AMETEK Stock Fund | |||
| Vanguard Retirement Savings Master Trust | |||
| Registered investment companies: |
| Vanguard Prime Money Market Fund | |||
| Vanguard Total Bond Market Index Fund | |||
| Vanguard LifeStrategy Funds | |||
| Vanguard Wellington Fund | |||
| Vanguard Windsor II Fund | |||
| Vanguard PRIMECAP Fund | |||
| Vanguard International Growth Fund | |||
| Vanguard Small-Cap Index Fund | |||
| Vanguard 500 Index Fund | |||
| Fidelity Magellan Fund | |||
| BlackRock Small Cap. Fund |
Participants may change their investment options or transfer existing account balances to other investment options daily.
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AMETEK 401(K) Plan for Acquired Businesses
3. Investment Programs (continued)
The fair value of individual investments that represent 5% or more of the Plans assets at year-end are as follows:
December 31, | ||||||||
2004 | 2003 | |||||||
Vanguard Retirement Savings Master Trust |
$ | 2,691,698 | $ | 2,309,734 | ||||
Vanguard Prime Money Market Fund |
2,310,951 | 2,363,644 | ||||||
Vanguard LifeStrategy Growth Fund |
2,962,857 | 2,606,219 | ||||||
Vanguard LifeStrategy Moderate Growth Fund |
4,953,373 | 4,456,703 | ||||||
Vanguard Wellington Fund |
3,153,427 | 2,780,760 | ||||||
Vanguard PRIMECAP Fund |
9,191,573 | 7,672,795 | ||||||
Vanguard 500 Index Fund |
6,571,133 | 5,571,749 | ||||||
Vanguard Windsor II Fund * |
2,472,763 | | ||||||
Vanguard Total Bond Market Index Fund ** |
| 2,029,186 |
* | At December 2003, this investment represented less than 5% of the fair value of the Plans net assets. | |
** | At December 2004, this investment represented less than 5% of the fair value of the Plans net assets. |
During 2004 and 2003 the Plans investments (including gains and losses on investments bought, sold, as well as held during the year) appreciated in value as follows:
December 31, | ||||||||
2004 | 2003 | |||||||
Common Stock |
$ | 612,588 | $ | 249,045 | ||||
Registered investment companies |
3,529,227 | 6,496,750 | ||||||
$ | 4,141,815 | $ | 6,745,795 | |||||
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AMETEK 401(K) Plan for Acquired Businesses
4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated October 24, 2002, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to issuance of the above determination letter, the Plan was amended and restated. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended and restated, continues to be qualified and the related trust is tax exempt.
5. Administrative Expenses
The expenses of administering the Plan are payable from the trust funds, unless the Company elects to pay such expenses. From inception of the Plan to the present, the Company elected to pay such expenses directly.
6. Differences Between Financial Statements and Form 5500
The following is a reconciliation of assets available for benefits per the financial statements to the Plans Form 5500:
December 31, | ||||||||
2004 | 2003 | |||||||
Assets available for benefits per the financial statements |
$ | 46,135,724 | $ | 39,546,758 | ||||
Amounts owed to withdrawing participants |
(44,903 | ) | (64,415 | ) | ||||
Assets available for benefits per Form 5500 |
$ | 46,090,821 | $ | 39,482,343 | ||||
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AMETEK 401(K) Plan for Acquired Businesses
6. Differences Between Financial Statements and Form 5500 (continued)
The following is a reconciliation of benefits paid to participants for the year ended December 31, 2004, per the financial statements to the Form 5500:
Year Ended | ||||
December 31, | ||||
2004 | ||||
Benefits paid to participants per the financial statements |
$ | 2,709,382 | ||
Add: Amounts allocated to withdrawing participants at
December 31, 2004 |
44,903 | |||
Less: Amounts allocated to withdrawing participants at
December 31, 2003 |
(64,415 | ) | ||
Benefits paid to participants per Form 5500 |
$ | 2,689,870 | ||
Amounts allocated to withdrawing participants are recorded on the Plans Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date.
7. Plan Amendment
Effective September 3, 2004, the Plan was amended to designate AMETEK, Thermal Instruments, Inc. (Bargained Employees Only) as a participating employer in the Plan.
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AMETEK 401(K) Plan for Acquired Businesses
Description of investment, including | ||||||
Identity of issue, borrower, lessor, or | maturity date, rate of interest, | Current | ||||
similar party | collateral, par, or maturity value | Value | ||||
AMETEK Stock Fund* |
Common Stock Fund | $ | 2,036,482 | |||
Vanguard Retirement Savings Master Trust* |
Common/Collective Trust | 2,691,698 | ||||
Vanguard Prime Money Market Fund* |
Registered Investment Company | 2,310,951 | ||||
Vanguard Total Bond Market Index Fund* |
Registered Investment Company | 1,983,455 | ||||
Vanguard LifeStrategy Conservative Growth Fund* |
Registered Investment Company | 926,921 | ||||
Vanguard LifeStrategy Growth Fund* |
Registered Investment Company | 2,962,857 | ||||
Vanguard LifeStrategy Moderate Growth Fund* |
Registered Investment Company | 4,953,373 | ||||
Vanguard Wellington Fund* |
Registered Investment Company | 3,153,427 | ||||
Vanguard Windsor II Fund* |
Registered Investment Company | 2,472,763 | ||||
Vanguard PRIMECAP Fund* |
Registered Investment Company | 9,191,573 | ||||
Vanguard International Growth Fund* |
Registered Investment Company | 1,175,849 | ||||
Vanguard Small-Cap Index Fund* |
Registered Investment Company | 1,741,377 | ||||
Vanguard 500 Index Fund* |
Registered Investment Company | 6,571,133 | ||||
Fidelity Magellan Fund |
Registered Investment Company | 1,679,315 | ||||
BlackRock Small Cap. Fund |
Registered Investment Company | 1,027,801 | ||||
Participant Loans* |
Interest rates ranging | |||||
From 5.0% to 11.5% | 1,256,749 | |||||
$ | 46,135,724 | |||||
* | Indicates party-in-interest to the Plan |
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Members of the Administrative Committee have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
AMETEK 401(K) Plan for Acquired Businesses |
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(Name of Plan) |
Dated: June 22, 2005 | By: | /s/ John J. Molinelli | ||
John J. Molinelli, Member, | ||||
Administrative Committee |
13
THE AMETEK 401(K) PLAN FOR ACQUIRED BUSINESSES
EXHIBIT INDEX
Exhibit Number | Description | |
23
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Consent of Independent Registered Public Accounting Firm |
14