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 31,2002 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. 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)
The AMETEK Retirement and Savings Plan Financial Statements and Supplemental Schedule Years ended December 31, 2002 and 2001 CONTENTS Report of Independent Auditors.................................................. 2 Financial Statements: Statements of Net Assets Available for Benefits................................. 3 Statements of Changes in Net Assets Available for Benefits...................... 4 Notes to Financial Statements................................................... 5 Supplemental Schedule: Schedule H - Schedule of Assets (Held at End of Year)........................... 11 Signatures...................................................................... 12 Exhibit Index................................................................... 13 1
Report of Independent Auditors Plan Administrative Committee The AMETEK Retirement and Savings Plan We have audited the accompanying statements of net assets available for benefits of The AMETEK Retirement and Savings Plan as of December 31, 2002 and 2001, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements and schedule 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 auditing standards generally accepted in the 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as 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 net assets available for benefits of the Plan at December 31, 2002 and 2001, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying schedule of assets (held at end of year) as of December 31, 2002, 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 May 30, 2003 2
The AMETEK Retirement and Savings Plan Statements of Net Assets Available for Benefits DECEMBER 31, 2002 2001 -------------------------------- ASSETS: Investments, at fair value $150,297,624 $155,519,563 ------------ ------------ Receivables: Employer contributions 409,976 352,673 Participants contributions 862,857 1,074,122 ------------ ------------ Total receivables 1,272,833 1,426,795 ------------ ------------ Total Assets 151,570,457 159,946,358 LIABILITIES: Liability for Insurance Contribution 1,053 2,174 ------------ ------------ Net assets available for benefits $151,569,404 $156,944,184 ============ ============ See accompanying notes. 3
The AMETEK Retirement and Savings Plan Statements of Changes in Net Assets Available for Benefits YEAR ENDED DECEMBER 31, 2002 2001 ----------------------------------- ADDITIONS: Interest and dividend income $ 4,101,959 $ 5,232,765 ------------- ------------- Contributions: Employer 5,362,655 4,538,251 Participants 11,300,472 11,164,077 Participant rollovers from other plans 4,794,055 910,545 ------------- ------------- 21,457,182 16,612,873 ------------- ------------- Total additions 25,559,141 21,845,638 ------------- ------------- DEDUCTIONS: Net depreciation in fair value of investments 17,964,876 12,998,471 Benefits paid to participants 12,948,867 14,410,954 Insurance premiums and commissions 20,178 26,715 ------------- ------------- Total deductions 30,933,921 27,436,140 ------------- ------------- Net decrease (5,374,780) (5,590,502) Net assets available for benefits: Beginning of year 156,944,184 162,534,686 ------------- ------------- End of year $ 151,569,404 $ 156,944,184 ============= ============= See accompanying notes. 4
THE AMETEK RETIREMENT AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 1. DESCRIPTION OF THE PLAN GENERAL The following brief description of the AMETEK Retirement and Savings Plan ("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, with a separate retirement feature described below, which provides eligible employees of AMETEK, Inc. ("AMETEK", or "the Company"), and certain of its subsidiaries, 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% (14% prior to July 1, 2002) 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. Participants may also contribute amounts representing rollovers from other qualified plans. The Plan provides for Company contributions equal to 33 1/3% of the first 6% of compensation contributed by each participant, to a maximum annual Company contribution of $1,200 per participant. 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 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 has a retirement feature for eligible salaried and hourly employees hired by AMETEK after December 31, 1996. AMETEK makes contributions to the Plan on behalf of such employees equal to a specified percentage of their compensation earned based upon each participant's age and years of service, up to predetermined limits. Employee contributions under the retirement feature of the Plan are not permitted. Investment programs and transfer and exchange privileges available under the retirement feature are the same as for the savings feature under the Plan. Forfeited Company contributions from the retirement feature, which are insignificant in amount, are used to reduce current-year Company contributions. 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. The benefit to which a participant is entitled is the balance in the participant's vested account. 5
THE AMETEK RETIREMENT AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 1. DESCRIPTION OF THE PLAN (CONTINUED) VESTING Participants are fully vested at all times in both their contributions to the Plan and in Company contributions under the savings provisions of the Plan. Company contributions under the retirement feature of the Plan become 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 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 loan 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, 2002 ranged between 5.2% and 10.5%. Principal and interest is paid ratably through payroll deductions. 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 but 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 59 1/2 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 the Employee Retirement Income Security Act of 1974 as amended ("ERISA"), and applicable labor agreements. In the event of Plan termination, each participant will receive the value of his or her separate vested account. 6
THE AMETEK RETIREMENT AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 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 accounting principles generally accepted in the United States (see Note 7). 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." The report format eliminates the financial statement disclosure of investment programs in a multi-column format and streamlines certain footnote disclosures. The prior period information has been reformatted for comparative purposes. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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. 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. Life Insurance Contracts are carried at the cash surrender value of such policies at year-end. The participant loans are valued at their outstanding balances, which approximates fair value. 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 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. 7
THE AMETEK RETIREMENT AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 3. INVESTMENT PROGRAMS At December 31, 2002 and 2001, the Vanguard Fiduciary Trust Company was the Trustee and 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. The fair value of individual investments that represent 5% or more of the Plan's assets at year-end are as follows: DECEMBER 31, 2002 2001 ------------------------------ Vanguard Retirement Savings Master Trust $42,626,969 $39,407,287 Vanguard Wellington Fund 10,880,329 9,990,416 Vanguard Windsor II Fund 14,901,143 17,463,297 Vanguard PRIMECAP Fund 13,633,584 17,542,612 Fidelity Magellan Fund 14,355,825 18,336,170 BlackRock Small Cap. Fund* 6,763,796 9,988,373 AMETEK Stock Fund 11,435,232 10,163,534 * At December 31, 2002, this investment represented less than 5% of the fair value of the Plan's net assets. 8
THE AMETEK RETIREMENT AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 3. INVESTMENT PROGRAMS (CONTINUED) During 2002 and 2001, the Plan's investments (including gains and losses on investments bought, sold, as well as held during the year) appreciated (depreciated) in value, as follows: DECEMBER 31, 2002 2001 --------------------------------- Common Stock $ 2,071,112 $ 1,958,283 Registered investment companies (20,035,988) (14,956,754) ------------ ------------ ($ 17,964,876) ($ 12,998,471) ============ ============ 4. INSURANCE CONTRACTS Some employee contributions are presently used to maintain previously purchased life insurance policies underwritten by First Colony Life Insurance Company of Lynchburg, Virginia. Commissions paid on Insurance Contracts are charged directly against the participants' insurance accounts. This fund continues to be closed to new participants. 5. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated December 29, 1994, stating that the Plan qualified under Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, the related trust is exempt from taxation. Subsequent to this issuance of the 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. 6. 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. 9
THE AMETEK RETIREMENT AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 7. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Plan's Form 5500: DECEMBER 31, 2002 2001 ----------------------------------- Net assets available for benefits per the Financial statements $ 151,569,404 $ 156,944,184 Amounts owed to withdrawing participants (469,941) (5,047,854) ------------- ------------- Net assets available for benefits per Form 5500 $ 151,099,463 $ 151,896,330 ============= ============= The following is a reconciliation of benefits paid to participants for the year ended December 31, 2002 per the financial statements to the Form 5500: YEAR ENDED DECEMBER 31, 2002 ------------ Benefits paid to participants per the financial statements $ 12,948,867 Add: Amounts allocated to withdrawing participants at December 31, 2002 469,941 Less: Amounts allocated to withdrawing participants at December 31, 2001 (5,047,854) ------------ Benefits paid to participants per Form 5500 $ 8,370,954 ============ Amounts allocated to withdrawing participants are recorded on the Plan's 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. 10
The AMETEK Retirement and Savings Plan Form 5500, Schedule H, Line 4i-- Schedule of Assets (Held at End of Year) December 31, 2002 DESCRIPTION OF INVESTMENT, INCLUDING IDENTITY OF ISSUE, BORROWER, LESSOR, OR SIMILAR MATURITY DATE, RATE OF INTEREST, CURRENT PARTY COLLATERAL, PAR, OR MATURITY VALUE VALUE - -------------------------------------------------------------------------------------------------------------------- AMETEK Stock Fund* Common Stock Fund $ 11,435,232 Vanguard Retirement Savings Master Trust* Common/Collective Trust 42,626,969 Vanguard Prime Money Market Fund* Registered Investment Company 7,094,279 Vanguard Total Bond Market Index Fund* Registered Investment Company 5,320,920 Vanguard LifeStrategy Conservative Growth Fund* Registered Investment Company 1,199,937 Vanguard LifeStrategy Growth Fund* Registered Investment Company 2,157,827 Vanguard LifeStrategy Moderate Growth Fund* Registered Investment Company 2,910,130 Vanguard Wellington Fund* Registered Investment Company 10,880,329 Vanguard Windsor II Fund* Registered Investment Company 14,901,143 Vanguard PRIMECAP Fund* Registered Investment Company 13,633,584 Vanguard International Growth Fund* Registered Investment Company 3,862,371 Vanguard Small-Cap Index Fund* Registered Investment Company 1,038,300 Vanguard 500 Index Fund* Registered Investment Company 6,161,461 Fidelity Magellan Fund Registered Investment Company 14,355,825 BlackRock Small Cap. Fund Registered Investment Company 6,763,796 First Colony Life Insurance Company Life Insurance Policies 357,737 Participant Loans* Interest rates ranging From 5.2% to 10.5% 5,597,784 ------------ $150,297,624 ============ * Indicates party-in-interest to the Plan 11
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. The AMETEK Retirement and Savings Plan -------------------------------- (Name of Plan) Dated: June 18, 2003 By: /s/ John J. Molinelli -------------------------------- John J. Molinelli, Member, Administrative Committee 12
THE AMETEK RETIREMENT AND SAVINGS PLAN EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 23 Consent of Independent Auditors 99.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 13
Exhibit 23 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statements Forms S-8 (File Nos. 333-34789, 333-80449, 333-97969, 333-87491, and 333-91507) pertaining to the 1997 Stock Incentive Plan of AMETEK, Inc., the 1999 Stock Incentive Plan of AMETEK, Inc., the 2002 Stock Incentive Plan of AMETEK, Inc., The AMETEK Retirement and Savings Plan and the AMETEK 401(K) Plan for Acquired Businesses, and the AMETEK Inc. Deferred Compensation Plan, respectively, and to the incorporation by reference in the Registration Statement on Form S-3 (File No. 333-75892), and in the related Prospectuses, of our report dated May 30, 2003, with respect to the financial statements of The AMETEK Retirement and Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2002. /s/ Ernst & Young LLP Philadelphia, Pennsylvania June 16, 2003
EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of The AMETEK Retirement and Savings Plan (the "Plan") on Form 11-K for the year ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John J. Molinelli, Member, Administrative Committee, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (a) The Report fully complies with Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (b) The information contained in the Report fairly presents, in all material respects, the net assets available for benefits and changes in net assets available for benefits of the Plan. /s/ John J. Molinelli - ------------------------- John J. Molinelli, Member Administrative Committee Date: June 18, 2003 A signed original of this written statement required by Section 906 has been provided to AMETEK, Inc., the Plan Sponsor, and will be retained by AMETEK, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.