Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
| ☑ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2018
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
THE AMETEK RETIREMENT AND
SAVINGS PLAN
(Full title of the plan)
AMETEK, Inc.
1100 Cassatt Road
Berwyn, Pennsylvania 19312-1177
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
Table of Contents
The AMETEK Retirement and Savings Plan
Financial Statements and Supplemental Schedule
Years Ended December 31, 2018 and 2017
| 2 | ||||
| Audited Financial Statements: |
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| 3 | ||||
| 4 | ||||
| 5 | ||||
| Supplemental Schedule: |
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| Schedule H, Line 4i – Schedule of Assets (Held at End of Year) |
14 | |||
| 15 | ||||
| 16 | ||||
1
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Participants, Plan Administrator and Savings and Investment Committee of The AMETEK Retirement and Savings Plan
Opinion on the Financial Statements
We have audited the accompanying statements of assets available for benefits of The AMETEK Retirement and Savings Plan (the Plan) as of December 31, 2018 and 2017, and the related statements of changes in assets available for benefits for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the assets available for benefits of the Plan at December 31, 2018 and 2017, and the changes in its assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Schedule
The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2018, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ ERNST & YOUNG LLP
We have served as the Plan’s auditor since at least 1994, but we are unable to determine the specific year.
Philadelphia, Pennsylvania
June 28, 2019
2
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The AMETEK Retirement and Savings Plan
Statements of Assets Available for Benefits
| December 31, | ||||||||
| 2018 | 2017 | |||||||
| Assets: |
||||||||
| Investments |
$ | 1,007,775,887 | $ | 1,078,975,321 | ||||
| Plan interest in the AMETEK, Inc. Master Trust |
85,216,636 | 97,386,295 | ||||||
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|
|||||
| Total investments, at fair value |
1,092,992,523 | 1,176,361,616 | ||||||
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| Receivables: |
||||||||
| Employer contributions |
491,331 | 435,172 | ||||||
| Participant contributions |
788,986 | 730,246 | ||||||
| Notes receivable from participants |
18,403,684 | 18,579,830 | ||||||
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|
|||||
| Total receivables |
19,684,001 | 19,745,248 | ||||||
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|
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| Assets available for benefits |
$ | 1,112,676,524 | $ | 1,196,106,864 | ||||
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|
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See accompanying notes.
3
Table of Contents
The AMETEK Retirement and Savings Plan
Statements of Changes in Assets Available for Benefits
| Year Ended December 31, | ||||||||
| 2018 | 2017 | |||||||
| Additions: |
||||||||
| Contributions: |
||||||||
| Employer |
$ | 27,618,661 | $ | 22,659,591 | ||||
| Participant |
48,387,732 | 41,833,851 | ||||||
| Participant rollovers |
6,861,573 | 11,730,082 | ||||||
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|
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|
|||||
| 82,867,966 | 76,223,524 | |||||||
|
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| Investment (loss) income: |
||||||||
| Net (depreciation) appreciation in fair value of investments |
(82,246,508 | ) | 113,125,919 | |||||
| Interest and dividend income from investments |
37,977,158 | 34,870,873 | ||||||
| (Decrease) increase in Plan interest in the AMETEK, Inc. Master Trust |
(4,889,175 | ) | 33,466,509 | |||||
|
|
|
|
|
|||||
| (49,158,525 | ) | 181,463,301 | ||||||
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|
|||||
| Interest income on notes receivable from participants |
893,647 | 808,320 | ||||||
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|
|
|||||
| Total additions |
34,603,088 | 258,495,145 | ||||||
| Deductions: |
||||||||
| Benefits paid to participants |
(140,758,700 | ) | (85,201,156 | ) | ||||
| Administrative expenses |
(304,008 | ) | — | |||||
|
|
|
|
|
|||||
| Net (decrease) increase |
(106,459,620 | ) | 173,293,989 | |||||
| Asset transfers in due to Plan mergers |
23,029,280 | — | ||||||
| Assets available for benefits: |
||||||||
| Beginning of year |
1,196,106,864 | 1,022,812,875 | ||||||
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|
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| End of year |
$ | 1,112,676,524 | $ | 1,196,106,864 | ||||
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|
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See accompanying notes.
4
Table of Contents
The AMETEK Retirement and Savings Plan
December 31, 2018
1. Description of the Plan
General
The following description of The AMETEK Retirement and Savings Plan (the “Plan”) provides only summarized information. Participants should refer to the Plan document as amended and restated effective September 4, 2018 for a more complete description of the Plan’s provisions, copies of which may be obtained from AMETEK, Inc. (“AMETEK,” the “Company” or the “Plan Sponsor”).
The Plan is a tax-deferred 401(k) defined contribution savings plan, with a separate retirement feature described below. The Plan provides eligible employees of AMETEK and certain of its business units, 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.
Trustee and Recordkeeper
The Vanguard Fiduciary Trust Company was the Plan Trustee through August 29, 2018. The Vanguard Group was the Plan’s administrative recordkeeper through August 29, 2018. The Vanguard Fiduciary Trust Company is a party-in-interest. On August 29, 2018, Voya Institutional Trust Company (“Trustee”) became the Plan Trustee and a party-in-interest to the Plan. On August 29, 2018, Voya Institutional Plan Services LLC became the administrative recordkeeper and a party-in-interest to the Plan.
Participant Eligibility
An employee, who is not specifically an ineligible employee as defined by the Plan, shall become a participant in the Plan upon his or her date of hire and on or after the date on which the participant first attains age 18.
Plan Mergers
There were no plan mergers into the Plan in 2017. During 2018, the following net assets were transferred into the Plan (in thousands):
| Receipt Date |
401(k) Savings Plan |
|||||
| November 20, 2018 |
Mocon, Inc. | $ | 11,154 | |||
| December 3, 2018 |
FMH Corporation | 11,875 | ||||
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|
|
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| $ | 23,029 | |||||
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|
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5
Table of Contents
The AMETEK Retirement and Savings Plan
Notes to Financial Statements
December 31, 2018
1. Description of the Plan (continued)
Contributions
Each year, participants have an opportunity to invest, on a pre-tax basis, up to 50% through September 3, 2018 and 75% from September 4, 2018 of their annual compensation, as defined by the Plan, in multiples of one percent, except for certain highly compensated participants who are subject to a 10% limitation. Participants age 50 and over have an opportunity to invest catch-up contributions up to 75% of their compensation beginning September 4, 2018. Participants may also contribute amounts representing rollovers from other qualified plans. Participants direct their elective contributions into various investment options offered by the Plan and can change their investment options on a daily basis.
The Plan: (1) allows eligible employees to designate all or a portion of their pre-tax contribution as a Roth contribution, (2) allows eligible employees to make contributions to the Plan on an after-tax basis (limited to 10% of eligible compensation for highly compensated employees), and (3) accepts direct (but not indirect) rollovers of Roth and after-tax contributions. Roth contributions are eligible for catch-up contributions and matching contributions, and in general, are treated like pre-tax contributions under the Plan for purposes of investment allocations, loan disbursements and withdrawals. Pre-tax contributions and Roth contributions are aggregated for purposes of the dollar limit on deferrals and catch-up contributions under the Internal Revenue Code. After-tax contributions are not eligible for catch-up or matching contributions. After-tax contributions are treated like pre-tax contributions under the Plan for purposes of investment allocations, loan disbursements and withdrawals, as defined by the Plan.
Participants are automatically enrolled in the Plan at a rate of 3% of their compensation unless the participant opts out of automatic enrollment or until the participant changes their elections. The Vanguard Target Retirement Date Trusts II are the qualified default investment alternatives. The Plan provides for automatic deferral increases by 1% of compensation each January up to a maximum of 6%, as defined by the Plan, for employees who are automatically enrolled in the Plan. Participants automatically enrolled in the Plan may revoke their participation of automatic increases, elect an annual automatic increase of 1%, 2% or 3% and have the increase begin in a month other than January. Participants who are not automatically enrolled in the Plan are also permitted to elect automatic deferral increases.
The Plan provides for Company contributions equal to 33 1/3% of the first 6% of compensation contributed by each eligible participant of designated employer units, up to a maximum annual Company contribution of $1,200 per participant. Also, the Plan provides for Company contributions to eligible participants of designated employer units, which vary by location and range from 25% to 100% of the amount contributed by each participant, up to a maximum percentage ranging from 1% to 8% of the participants’ compensation as determined by the Board of Directors for each business unit. Matching Company contributions are credited to participants’ accounts at the same time their contributed compensation is invested and are allocated in the same manner as that of their elections. However, the Company may make its matching contribution payment to the Plan at any time prior to the due date prescribed by law for filing the Company’s federal income tax return for that Plan year.
The Plan allows discretionary employer contributions as determined by the Board of Directors under appropriate circumstances. Discretionary employer contributions are intended to compensate participants for fees incurred in connection with Plan mergers of acquired businesses. Discretionary employer contributions made in 2018 and 2017 were not significant.
The Plan has a retirement feature for eligible salaried and hourly employees of AMETEK. The Company makes contributions to the Plan on behalf of such employees equal to a specified percentage of their compensation earned based upon participants’ age and years of service, up to predetermined limits. The Plan has an incentive retirement feature for eligible salaried and hourly employees of AMETEK. The Company contributes an additional 1% of compensation earned to the Plan on behalf of such employees who contribute 6% or more of their compensation earned, up to predetermined limits. Participant contributions under the retirement feature and incentive retirement feature of the Plan are not permitted. Investment programs and transfer and exchange privileges available under the retirement feature and incentive retirement feature are the same as for the savings feature under the Plan.
6
Table of Contents
The AMETEK Retirement and Savings Plan
Notes to Financial Statements
December 31, 2018
1. Description of the Plan (continued)
Forfeited Company contributions from the retirement feature were $.6 million in 2018 and $.7 million in 2017 and are used to reduce future employer retirement feature contributions or to pay Plan administrative expenses.
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 vested account.
Vesting
Participants are fully vested at all times in participant contributions and employer matching contributions. Employer retirement feature contributions and related earnings and employer incentive retirement feature contributions and related earnings are fully vested after three years of service.
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 vested 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. Loan origination fees are paid by participants and are included in the gross loan distribution amount. 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. The loans are secured by the balance in the participant’s account and bear interest at rates established by the Plan, which approximate rates charged by commercial lending institutions for comparable loans. Interest rates on loans outstanding at December 31, 2018 and 2017 ranged between 3.25% and 9.25%. Principal and interest are paid ratably through payroll deductions or in certain circumstances can be paid directly by participants.
Master Trust
The AMETEK Stock Fund of certain employee savings plans of AMETEK are combined under the AMETEK, Inc. Master Trust (“Master Trust”) agreement with the Trustee. Participating plans purchase units of participation in the AMETEK Stock Fund based on their contributions to such fund along with income that the fund may earn, less distributions made to the plans’ participants. The AMETEK Stock Fund consists primarily of AMETEK common stock and a small portion may also be invested in short-term securities to help accommodate daily transactions. The AMETEK Stock Fund is considered a level 1 investment within the fair value hierarchy.
The Plan limits the amount a participant can invest in the AMETEK Stock Fund to encourage diversification of participants’ accounts. Each payroll period, for other investment fund transfers and for other qualified plan rollover contributions, a participant can direct up to a maximum of 25% of their contributions in the AMETEK Stock Fund. The Plan has implemented a dividend pass through election for its participants.
Each participant is entitled to exercise voting rights attributable to the shares allocated to their account and is notified by the Company prior to the time that such rights may be exercised. The Trustee is not permitted to vote any allocated shares for which instructions have not been given by a participant. The Trustee votes any unallocated shares in the same proportion as those shares that were allocated, unless the Savings and Investment Committee directs the Trustee otherwise. Participants have the same voting rights in the event of a tender or exchange offer.
7
Table of Contents
The AMETEK Retirement and Savings Plan
Notes to Financial Statements
December 31, 2018
1. Description of the Plan (continued)
The Plan’s interest in the assets of the Master Trust was approximately 99% at both December 31, 2018 and 2017. The fair value of the assets held by the Master Trust was $86,232,538 and $98,464,633 at December 31, 2018 and 2017, respectively.
A summary of the investment (loss) income for the assets held by the Master Trust was as follows:
| Year Ended December 31, | ||||||||
| 2018 | 2017 | |||||||
| Net (depreciation) appreciation in fair value of investment |
$ | (5,654,654 | ) | $ | 33,382,458 | |||
| Interest and dividend income on investment |
708,212 | 459,599 | ||||||
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| Total investment (loss) income |
$ | (4,946,442 | ) | $ | 33,842,057 | |||
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|
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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. Participants who terminate may elect to receive installment payments up to a 15-year period but subject to certain restrictions based on life expectancy. 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 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. Benefits are recorded when paid.
Administrative Expenses
Except for certain loan fees, the expenses of administering the Plan are payable from the Plan’s assets, unless the Company elects to pay such expenses. From inception of the Plan to August 29, 2018, the Company had elected to pay such expenses directly. Beginning August 29, 2018, the Company has elected to have certain expenses of administering the Plan paid from the Plan assets.
Plan Termination
The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“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’s account would become fully vested and each participant will receive the value of his or her separate vested account.
2. Summary of Significant Accounting Policies
Basis of Financial Statements
The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles (“GAAP”).
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Table of Contents
The AMETEK Retirement and Savings Plan
Notes to Financial Statements
December 31, 2018
2. Summary of Significant Accounting Policies (continued)
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires Plan management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes, and supplemental schedule. Actual results could differ from those estimates and assumptions.
Notes Receivable from Participants
Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are paid from participants’ accounts. No allowance for credit losses has been recorded as of December 31, 2018 or 2017. If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded.
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 held by the Plan are stated at fair value less costs to sell, if significant. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. See Note 4.
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. Money market and short-term investments are carried at the fair value established by the issuer and/or the trustee. The AMETEK common stock is valued at the closing price reported in an active market.
The Plan invests in a Vanguard Retirement Savings Trust IV, the Vanguard Target Retirement Date Trusts II and the Wells Fargo Stable Value Fund through common/collective trusts. The fair values of the Vanguard Retirement Savings Trust IV, the Vanguard Target Retirement Date Trusts II and the Wells Fargo Stable Value Fund are reported net asset values of the participation units owned by the Plan at year end. The Plan also invests in a pooled separate account through December 31, 2018, which is valued at the net asset value of the participation units owned by the Plan at year-end. There are currently no redemption restrictions on these investments, except for the Vanguard Retirement Savings Trust, which had a one-year liquidation restriction until January 2019. In February 2019, the Vanguard Retirement Savings Trust was liquidated and transferred to the Voya Stabilizer Fund. The Voya Stabilizer Fund is a guaranteed annuity contract individual separate account (GAC SA) that was established for the Plan and other plans sponsored by AMETEK. The GAC SA holds underlying investments primarily in U.S. government securities and the wrapper of this contract is guaranteed by Voya Retirement Insurance Annuity Company (Voya). The GAC SA is credited with the net effective annual interest rate as set by Voya.
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. Plan investments do not have significant costs to sell.
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Table of Contents
The AMETEK Retirement and Savings Plan
Notes to Financial Statements
December 31, 2018
3. Investment Programs
As of December 31, 2018, a participant may direct contributions (up to certain specified limits) in any of the following investment options:
| • | AMETEK Stock Fund |
| • | Voya Government Securities Fund (Separate Account No. 390) |
| • | Vanguard Retirement Savings Trust IV |
| • | Vanguard Target Retirement Date Trusts II |
| • | Vanguard Target Retirement Income Trust II |
| • | Registered investment companies: |
| • | Vanguard Total Bond Market Index Fund |
| • | Vanguard Wellington Fund Admiral Shares |
| • | Vanguard Windsor II Fund |
| • | Vanguard PRIMECAP Fund |
| • | Vanguard Small-Cap Index Fund |
| • | Vanguard Institutional Index Fund Institutional Plus |
| • | Vanguard Developed Markets Index Fund |
| • | Vanguard Emerging Markets Stock Index Fund |
| • | American Funds EuroPacific Growth Fund |
| • | BlackRock Inflation Protected Bond Fund |
| • | Virtus Ceredex Small Cap Value Equity Fund |
| • | Wells Fargo Discovery R6 Fund |
Participants may change their investment options or transfer existing account balances to other investment options daily.
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Table of Contents
The AMETEK Retirement and Savings Plan
Notes to Financial Statements
December 31, 2018
4. Fair Value Measurements
The Plan utilizes a valuation hierarchy for disclosure of the inputs to the valuations used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Plan’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.
The following tables sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value:
| December 31, 2018 | ||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Registered investment companies |
$ | 509,192,405 | $ | 509,192,405 | $ | — | $ | — | ||||||||
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| Pooled Separate Account and Common/collective trusts measured at net asset value: |
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| Voya Government Securities Fund (Separate Account No. 390) |
17,401,643 | |||||||||||||||
| Wells Fargo Stable Value Fund |
797,498 | |||||||||||||||
| Vanguard Retirement Savings Trust IV |
112,344,994 | |||||||||||||||
| Vanguard Target Retirement Date Trusts II |
368,039,347 | |||||||||||||||
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| Investments, at Fair Value |
$ | 1,007,775,887 | ||||||||||||||
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| December 31, 2017 | ||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Registered investment companies |
$ | 684,154,730 | $ | 684,154,730 | $ | — | $ | — | ||||||||
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| Common/collective trusts measured at net asset value: |
||||||||||||||||
| Vanguard Retirement Savings Trust IV |
123,304,521 | |||||||||||||||
| Vanguard Target Retirement Date Trusts II |
271,516,070 | |||||||||||||||
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| Investments, at Fair Value |
$ | 1,078,975,321 | ||||||||||||||
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11
Table of Contents
The AMETEK Retirement and Savings Plan
Notes to Financial Statements
December 31, 2018
5. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service (“IRS”) dated October 19, 2016, 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 IRS, the Plan was amended and restated as of September 4, 2018. 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 the Plan is qualified and the related trust is tax-exempt.
Accounting principles generally accepted in the United States require plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. Plan management has analyzed the tax positions taken by the Plan and has concluded that there are no uncertain positions taken or expected to be taken. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
6. 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, | ||||||||
| 2018 | 2017 | |||||||
| Assets available for benefits per the financial statements |
$ | 1,112,676,524 | $ | 1,196,106,864 | ||||
| Deemed distributions outstanding related to the current year |
— | 11,529 | ||||||
| Deemed distributions outstanding related to the prior year |
(111,538 | ) | (123,067 | ) | ||||
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| Assets available for benefits per Form 5500 |
$ | 1,112,564,986 | $ | 1,195,995,326 | ||||
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The following is a reconciliation of deductions per the financial statements to total expenses per the Plan’s Form 5500 for the year ended December 31, 2018:
| Deductions per the financial statements |
$ | (141,062,708 | ) | |
| Less: Deemed distributions at December 31, 2018 |
(111,538 | ) | ||
| Add: Deemed distributions at December 31, 2017 |
111,538 | |||
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| Total expenses per Form 5500 |
$ | (141,062,708 | ) | |
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12
Table of Contents
The AMETEK Retirement and Savings Plan
Notes to Financial Statements
December 31, 2018
7. Plan Amendments
The Plan was amended to designate certain U.S. employees of the following acquired businesses as participating employees in the Plan on the effective dates below:
| Effective Date |
Acquired Business | |
| June 25, 2018 |
FMH Corporation | |
| December 6, 2018 |
Telular Corporation | |
| December 11, 2018 |
SoundCom System | |
| December 11, 2018 |
Arizona Instrument LLC | |
| December 11, 2018 |
Hughes-Treitler Manufacturing Corporation (also known as AMETEK Thermal Instruments, Inc.) | |
| December 18, 2017 |
Mocon, Inc. |
8. Recent Accounting Pronouncements
In February 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-06, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965): Employee Benefit Plan Master Trust Reporting (“ASU 2017-06”). ASU 2017-06 requires a plan’s interest in a master trust and change in the value of that interest to be presented in separate line items in the statement of assets available for benefits and in the statement of changes in assets available for benefits. The new guidance removes the requirement to disclose the percentage interest in the master trust for those plans with divided interests and instead requires disclosure of the dollar amount of interest in each investment type. ASU 2017-06 is effective for interim and annual reporting periods beginning after December 15, 2018. The new guidance will be applied on a retrospective basis and early adoption is permitted. The Plan is currently evaluating the impact of adopting ASU 2017-06 on the Plan’s financial statements.
In July 2018, the FASB issued ASU No. 2018-09, Codification Improvements. ASU 2018-09 removes the stable value common collective trust fund from the illustrative example in paragraph 962-325-55-17 to avoid the interpretation that such an investment would never have a readily determinable fair value and, therefore, would always use the net asset value per share practical expedient. Rather, a plan should evaluate whether a readily determinable fair value exists to determine whether those investments may qualify for the practical expedient to measure at net asset value in accordance with Topic 820. The guidance is effective for fiscal years beginning after December 15, 2018. The guidance is to be applied prospectively as it affects the fair value disclosures only. The Plan is currently evaluating the impact of adopting ASU 2018-09 on the Plan’s financial statements.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 modifies certain disclosure requirements on fair value measurements in Topic 820. The guidance is effective for fiscal years beginning after December 15, 2019. The guidance is to be applied prospectively, depending on the different provisions. The Plan is currently evaluating the impact of adopting ASU 2018-13 on the Plan’s financial statements.
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The AMETEK Retirement and Savings Plan
EIN 14–1682544 Plan #078
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2018
| Identity of issue, borrower, lessor or similar party | Description of investment, including maturity date, rate of interest, collateral, par, or maturity value |
Current Value |
||||
| * Voya Government Securities Fund (Separate Account No. 390) |
Pooled Separate Account | $ | 17,401,643 | |||
| * Vanguard Retirement Savings Trust IV |
Common/Collective Trust | 112,344,994 | ||||
| * Wells Fargo Stable Value |
Common/Collective Trust | 797,498 | ||||
| * Vanguard Target Retirement Income Trust II |
Common/Collective Trust | 15,259,297 | ||||
| * Vanguard Target Retirement 2015 Trust II |
Common/Collective Trust | 17,251,981 | ||||
| * Vanguard Target Retirement 2020 Trust II |
Common/Collective Trust | 59,572,686 | ||||
| * Vanguard Target Retirement 2025 Trust II |
Common/Collective Trust | 97,560,659 | ||||
| * Vanguard Target Retirement 2030 Trust II |
Common/Collective Trust | 64,624,417 | ||||
| * Vanguard Target Retirement 2035 Trust II |
Common/Collective Trust | 43,666,437 | ||||
| * Vanguard Target Retirement 2040 Trust II |
Common/Collective Trust | 27,796,081 | ||||
| * Vanguard Target Retirement 2045 Trust II |
Common/Collective Trust | 17,989,974 | ||||
| * Vanguard Target Retirement 2050 Trust II |
Common/Collective Trust | 13,981,793 | ||||
| * Vanguard Target Retirement 2055 Trust II |
Common/Collective Trust | 7,315,193 | ||||
| * Vanguard Target Retirement 2060 Trust II |
Common/Collective Trust | 2,847,406 | ||||
| * Vanguard Target Retirement 2065 Trust II |
Common /Collective Trust | 173,423 | ||||
| * Vanguard Institutional Index Fund Institutional Plus |
Registered Investment Company | 96,134,245 | ||||
| * Vanguard Developed Markets Index Fund |
Registered Investment Company | 2,830,998 | ||||
| * Vanguard Emerging Markets Stock Index Fund |
Registered Investment Company | 5,705,823 | ||||
| * Vanguard Prime Money Market Fund |
Registered Investment Company | 444,942 | ||||
| * Vanguard PRIMECAP Fund |
Registered Investment Company | 98,821,955 | ||||
| * Vanguard Small-Cap Index Fund |
Registered Investment Company | 31,157,179 | ||||
| * Vanguard Total Bond Market Index Fund |
Registered Investment Company | 38,335,319 | ||||
| * Vanguard Wellington Fund Admiral Shares |
Registered Investment Company | 130,459,875 | ||||
| * Vanguard Windsor II Fund |
Registered Investment Company | 41,721,149 | ||||
| * American Funds EuroPacific Growth Fund |
Registered Investment Company | 18,725,296 | ||||
| * BlackRock Inflation Protected Bond Fund |
Registered Investment Company | 6,834,827 | ||||
| * Virtus Ceredex Small Cap Value Equity Fund |
Registered Investment Company | 9,965,516 | ||||
| * Wells Fargo Discovery R6 Fund |
Registered Investment Company | 28,055,281 | ||||
|
|
|
|||||
| Total investments | 1,007,775,887 | |||||
| * Notes Receivable from Participants |
Interest rates ranging from 3.25% to 9.25% | 18,403,684 | ||||
|
|
|
|||||
| $ | 1,026,179,571 | |||||
|
|
|
|||||
| * | Indicates party–in–interest to the Plan. |
Historical cost column is not included as all investments are participant–directed.
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| Exhibit Number |
Description | |
| 23 | Consent of Independent Registered Public Accounting Firm | |
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The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Members of the Savings and Investment Committee have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| The AMETEK Retirement and Savings Plan | ||||||
| (Name of Plan) | ||||||
| Date: June 28, 2019 | By: | /s/ Thomas M. Montgomery | ||||
| Thomas M. Montgomery | ||||||
| Member, Savings and Investment Committee | ||||||
16
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following Registration Statements:
| (1) | Registration Statement (Form S-8 No. 333-142824) pertaining to the AMETEK, Inc. 2007 Omnibus Incentive Compensation Plan, |
| (2) | Registration Statement (Form S-8 No. 333-173988) pertaining to the AMETEK, Inc. 2011 Omnibus Incentive Compensation Plan, |
| (3) | Registration Statement (Form S-8 No. 333-87491) pertaining to the AMETEK Retirement and Savings Plan, |
| (4) | Registration Statement (Form S-8 No. 333-91507) pertaining to the AMETEK, Inc. Deferred Compensation Plan, |
| (5) | Registration Statement (Form S-8 No. 333-176068) pertaining to the Hamilton Precision Metals 401(k) Employee Savings Plan and Solidstate Controls, Inc. Hourly Employees’ (CWA) Retirement Plan, and |
| (6) | Registration Statement (Form S-3 No. 333-75892) of AMETEK, Inc. |
of our report dated June 28, 2019, with respect to the financial statements and schedule of The AMETEK Retirement and Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2018.
/s/ ERNST & YOUNG LLP
Philadelphia, Pennsylvania
June 28, 2019