United States Securities and Exchange Commission Washington, D.C. 20549 FORM 11-K (Mark one) [X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 OR [ ] 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 (Full title of the plan) AMETEK, INC. 37 NORTH VALLEY ROAD, BUILDING 4, P.O. BOX 1764 PAOLI, PENNSYLVANIA 19301-0801 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) AMETEK 401(k) Plan for Acquired Businesses Financial Statements and Supplemental Schedule Years ended December 31, 2006 and 2005 CONTENTS Report of Independent Registered Public Accounting Firm.................... 2 Audited Financial Statements: Statements of Assets Available for Benefits............................. 3 Statements of Changes in Assets Available for Benefits.................. 4 Notes to Financial Statements........................................... 5 Supplemental Schedule: Schedule H, Line 4i - Schedule of Assets (Held at End of Year).......... 13 Signatures................................................................. 14 Exhibit Index.............................................................. 15 1 Report of Independent Registered Public Accounting Firm Plan Administrative Committee AMETEK 401(k) Plan for Acquired Businesses We have audited the accompanying statements of assets available for benefits of the AMETEK 401(k) Plan for Acquired Businesses as of December 31, 2006 and 2005, and the related statements of changes in assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's 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 Plan's 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 Plan's 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, 2006 and 2005, 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, 2006, 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 Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's 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 June 20, 2007 2 AMETEK 401(k) Plan for Acquired Businesses Statements of Assets Available for Benefits DECEMBER 31, ------------------------- 2006 2005 ----------- ----------- ASSETS: Investments, at fair value $56,897,097 $50,564,578 ----------- ----------- Receivables: Employer contributions 36,109 32,952 Participants contributions 77,283 71,245 ----------- ----------- Total receivables 113,392 104,197 ----------- ----------- Assets available for benefits, at fair value 57,010,489 50,668,775 Adjustment from fair value to contract value for Common Collective Trust 48,543 69,201 ----------- ----------- Assets available for benefits $57,059,032 $50,737,976 =========== =========== See accompanying notes. 3 AMETEK 401(k) Plan for Acquired Businesses Statements of Changes in Assets Available for Benefits YEARS ENDED DECEMBER 31, ------------------------- 2006 2005 ----------- ----------- ADDITIONS: Contributions: Employer $ 1,189,174 $ 1,123,647 Participants 2,797,616 2,602,946 Participant rollovers from other plans 130,452 193,795 ----------- ----------- 4,117,242 3,920,388 ----------- ----------- Investment income: Net appreciation in fair value of investments 4,409,766 1,730,212 Interest and dividend income 2,267,884 1,496,948 ----------- ----------- 6,677,650 3,227,160 ----------- ----------- Total additions 10,794,892 7,147,548 ----------- ----------- DEDUCTIONS: Benefits paid to participants (4,473,836) (2,545,296) ----------- ----------- Total deductions (4,473,836) (2,545,296) ----------- ----------- Net increase 6,321,056 4,602,252 Assets available for benefits: Beginning of year 50,737,976 46,135,724 ----------- ----------- End of year $57,059,032 $50,737,976 =========== =========== See accompanying notes. 4 AMETEK 401(k) Plan for Acquired Businesses Notes to Financial Statements December 31, 2006 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 Plan's 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). PARTICIPANT ELIGIBILITY Each employee, who is employed at a business location whose employees have been designated by the Board of Directors as eligible to participate in this Plan, and who is not an ineligible employee as defined by the Plan, shall become a participant in the Plan as of the effective date of participation for such business location provided that the participant is at least age eighteen on that date and provided further, that he/she was employed by the business immediately prior to the acquisition date. 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. Certain groups of participants have an opportunity to invest catch-up contributions up to 75% of their compensation. 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. No such transfers were made during 2006 and 2005. The Plan provides for Company contributions which vary by location and range between 50% to 100% of the amount contributed by each participant, up to a maximum percentage ranging from 2% to 8% 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 Company's federal income tax return for that Plan year. 5 AMETEK 401(k) Plan for Acquired Businesses Notes to Financial Statements December 31, 2006 1. DESCRIPTION OF PLAN (CONTINUED) PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contributions and allocations of (a) the Company's 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 participant's account. VESTING Participants are fully vested at all times in both their contributions to the Plan and in Company contributions. 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, although only one loan may be for a primary residence, the sum of which may not exceed the maximum allowable under the Plan. 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 Plan's Administrative Committee. The loans are secured by the balance in the participant's account, and bear interest at rates established by the Plan's administrative committee, which approximate rates charged by commercial lending institutions for comparable loans. Interest rates on loans outstanding at December 31, 2006 and 2005 ranged between 5% and 11%. Principal and interest is paid ratably through payroll deductions. Participant loans outstanding at December 31, 2006 and 2005, respectively, totaled $1,517,649 and $1,492,853 are included in investments in the accompanying statements of assets available for benefits. 6 AMETEK 401(k) Plan for Acquired Businesses Notes to Financial Statements December 31, 2006 1. DESCRIPTION OF PLAN (CONTINUED) 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. When a participant attains age 59 1/2 while still an employee, he or she can elect to withdraw a specified portion of his or her vested account balance without incurring an income tax penalty. 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. 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, if applicable, 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. At December 31, 2006 and 2005, there was no outstanding liability for amounts owed to withdrawing participants. 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. 7 AMETEK 401(k) Plan for Acquired Businesses Notes to Financial Statements December 31, 2006 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 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 Investments in 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. 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. The Vanguard Retirement Savings Trust is a common collective trust ("CCT") fund which invests in fully benefit-responsive investment contracts. The fair value of the participation units in the CCT is based on quoted redemption values on the last business day of the plan year. The fair value of the CCT is adjusted to contract value in accordance with the FSP described in Note 8. Contract value represents contributions made plus interest accrued at the contract value, less withdrawals. 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. 8 AMETEK 401(k) Plan for Acquired Businesses Notes to Financial Statements December 31, 2006 3. INVESTMENT PROGRAMS At December 31, 2006 and 2005, 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 Trust - Registered investment companies: - Vanguard Total Bond Market Index Fund - Vanguard LifeStrategy Funds - Vanguard Wellington Fund - Vanguard Windsor II Fund - Vanguard PRIMECAP Fund - Vanguard Small-Cap Index Fund - Vanguard 500 Index Fund - Evergreen Small Cap Value Fund - Julius Baer International Equity Fund - BlackRock Small Cap Fund Participants may change their investment options or transfer existing account balances to other investment options daily. 9 AMETEK 401(k) Plan for Acquired Businesses Notes to Financial Statements December 31, 2006 3. INVESTMENT PROGRAMS (CONTINUED) The fair values of individual investments that represent 5% or more of the Plan's assets at year-end are as follows: DECEMBER 31, ------------------------- 2006 2005 ----------- ----------- Vanguard PRIMECAP Fund $10,895,438 $10,081,585 Vanguard 500 Index Fund 9,557,741 8,643,772 Vanguard LifeStrategy Moderate Growth Fund 6,027,978 5,445,794 Vanguard Retirement Savings Trust (stated at contract value) 5,109,787 5,323,146 Vanguard Wellington Fund 4,204,177 3,415,097 Vanguard LifeStrategy Growth Fund 3,916,621 3,293,100 Vanguard Windsor II Fund 3,493,624 3,007,567 AMETEK Stock Fund 3,014,848 2,602,471 During 2006 and 2005 the Plan's investments (including gains and losses on investments bought, sold, as well as held during the year) appreciated in value as follows: DECEMBER 31, ----------------------- 2006 2005 ---------- ---------- Common stock $ 326,629 $ 408,761 Registered investment companies 4,083,137 1,321,451 ---------- ---------- $4,409,766 $1,730,212 ========== ========== 10 AMETEK 401(k) Plan for Acquired Businesses Notes to Financial Statements December 31, 2006 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 this determination by the Internal Revenue Service, 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 Sponsor will take all steps necessary, if any, to maintain the Plan's qualified status. 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 has elected to pay such expenses directly. 6. PLAN AMENDMENTS Effective September 25, 2006, the Plan was amended to designate the U.S. employees of HCC, a division of AMETEK, Inc., as participating employees in the Plan. Effective November 20, 2006, the Plan was amended to designate the U.S. employees of AMETEK, Precitech, Inc. as participating employees in the Plan. 7. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500 The following is a reconciliation of assets available for benefits per the financial statements to the Plan's Form 5500: DECEMBER 31, ------------------------- 2006 2005 ----------- ----------- Assets available for benefits per the financial statements $57,059,032 $50,737,976 Adjustment from contract value to fair value for Common Collective Trust (48,543) -- ----------- ----------- Assets available for benefits per Form 5500 $57,010,489 $50,737,976 =========== =========== 11 AMETEK 401(k) Plan for Acquired Businesses Notes to Financial Statements December 31, 2006 8. RECENT ACCOUNTING PRONOUNCEMENTS In December 2005, the Financial Accounting Standards Board (FASB) issued Staff Position AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP). The FSP defines the circumstances in which an investment contract is considered fully benefit responsive and provides certain reporting and disclosure requirements for fully benefit responsive investment contracts in defined contribution health and welfare and pension plans. The financial statement presentation and disclosure provisions of the FSP are effective for financial statements issued for annual periods ending after December 15, 2006 and are required to be applied retroactively to all prior periods presented for comparative purposes. The Plan has adopted the provisions of the FSP at December 31, 2006. As required by the FSP, investments in the accompanying Statements of Assets Available for Benefits include fully benefit responsive investment contracts recognized at fair value. AICPA Statement of Position 94-4-1, Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined Contribution Pension Plans, as amended, requires fully benefit responsive investment contracts to be reported at fair value in the Plan's Statement of Assets Available for Benefits with a corresponding adjustment to reflect these investments at contract value. The requirements of the FSP have been applied retroactively to the Statement of Assets Available for Benefits as of December 31, 2005 presented for comparative purposes. Adoption of the FSP had no effect on the Statement of Changes in Assets Available for Benefits for any period presented. 12 AMETEK 401(k) Plan for Acquired Businesses EIN 14-1682544 Plan# 045 Schedule H, Line 4i-- Schedule of Assets (Held at End of Year) December 31, 2006 Description of investment, including Identity of issue, borrower, lessor maturity date, rate of interest, Current or similar party collateral, par, or maturity value Value -------------------------------------- ------------------------------------ ------------- AMETEK Stock Fund* Common Stock Fund $ 3,014,848 Vanguard Retirement Savings Trust* Common/Collective Trust 5,061,244 Vanguard Total Bond Market Index Fund* Registered Investment Company 2,202,667 Vanguard LifeStrategy Conservative Growth Fund* Registered Investment Company 1,010,517 Vanguard LifeStrategy Growth Fund* Registered Investment Company 3,916,621 Vanguard LifeStrategy Moderate Growth Fund* Registered Investment Company 6,027,978 Vanguard Wellington Fund* Registered Investment Company 4,204,177 Vanguard Windsor II Fund* Registered Investment Company 3,493,624 Vanguard PRIMECAP Fund* Registered Investment Company 10,895,438 Vanguard Small-Cap Index Fund* Registered Investment Company 2,225,140 Vanguard 500 Index Fund* Registered Investment Company 9,557,741 Evergreen Small Cap Value Fund Registered Investment Company 184,448 Julius Baer International Equity Fund Registered Investment Company 2,373,829 BlackRock Small Cap Fund Registered Investment Company 1,211,176 Participant Loans* Interest rates ranging from 5.0% to 11.0% 1,517,649 ----------- $56,897,097 =========== * Indicates party-in-interest to the Plan Historical cost column is not included as all investments are participant-directed. 13 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 (Name of Plan) Dated: June 25, 2007 By: /s/ John J. Molinelli ----------------------------------- John J. Molinelli, Member, Administrative Committee 14 THE AMETEK 401(K) PLAN FOR ACQUIRED BUSINESSES EXHIBIT INDEX Exhibit Number Description -------------- ----------- 23 Consent of Independent Registered Public Accounting Firm 15