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, 2005
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
SOLIDSTATE CONTROLS, INC. HOURLY EMPLOYEES' (CWA)
RETIREMENT 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)
Solidstate Controls, Inc.
Hourly Employees' (CWA) Retirement Plan
Financial Statements and Supplemental Schedule
Years ended December 31, 2005 and 2004
CONTENTS
Financial Statements (Unaudited):
Statements of Assets Available for Benefits............................. 2
Statements of Changes in Assets Available for Benefits.................. 3
Notes to Financial Statements........................................... 4
Supplemental Schedule:
Schedule H, Line 4i - Schedule of Assets (Held at End of Year).......... 11
Signatures................................................................. 12
1
Solidstate Controls, Inc.
Hourly Employees' (CWA) Retirement Plan
Statements of Assets Available for Benefits
December 31, 2005 and 2004
(Unaudited)
DECEMBER 31,
---------------------
2005 2004
---------- --------
ASSETS:
Investments, at fair value $1,074,855 $909,241
---------- --------
Receivables:
Employer contributions 77,904 70,478
Participants contributions 6,135 6,034
---------- --------
Total receivables 84,039 76,512
---------- --------
Assets available for benefits $1,158,894 $985,753
========== ========
See accompanying notes.
2
Solidstate Controls, Inc.
Hourly Employees' (CWA) Retirement Plan
Statements of Changes in Assets Available for Benefits
Years ended December 31, 2005 and 2004
(Unaudited)
YEARS ENDED DECEMBER 31,
------------------------
2005 2004
---------- --------
ADDITIONS:
Contributions:
Employer $ 79,048 $ 70,478
Participants 63,285 63,793
---------- --------
142,333 134,271
---------- --------
Investment income:
Net appreciation in fair value of investments 43,689 82,078
Interest and dividend income 31,617 19,771
---------- --------
75,306 101,849
---------- --------
Total additions 217,639 236,120
---------- --------
DEDUCTIONS:
Benefits paid to participants (44,498) (5,719)
---------- --------
Total deductions (44,498) (5,719)
---------- --------
Net increase 173,141 230,401
Assets available for benefits:
Beginning of year 985,753 755,352
---------- --------
End of year $1,158,894 $985,753
========== ========
See accompanying notes.
3
Solidstate Controls, Inc.
Hourly Employees' (CWA) Retirement Plan
Notes to Financial Statements
December 31, 2005
(Unaudited)
1. DESCRIPTION OF PLAN
GENERAL
The following brief description of 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 which
provides eligible employees (whose employment is governed by the terms of a
collective bargaining agreement with the Communications Workers of America
(CWA)) of Solidstate Controls, Inc., 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 16% (maximum 6%
before tax and maximum 10% after tax) 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 40% of the amount
contributed by each participant, up to a maximum percentage ranging from 1% to
6% of the participants' compensation as determined by the terms of the
collective bargaining agreement. Retirement and matching company contributions
are paid 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.
The Plan has a retirement feature for eligible participants, AMETEK makes
contributions to the Plan on behalf of such participants at a rate $0.35 for
each hour that an active participants is paid compensation. Participant
contributions under the retirement feature of the Plan are not permitted.
Investment programs and transfer and exchange privileges available under the
retirement feature of the Plan are the same as the savings feature under the
Plan.
Forfeited Company contributions, which are insignificant in amount, are used to
reduce current-year Company contributions.
4
Solidstate Controls, Inc.
Hourly Employees' (CWA) Retirement Plan
Notes to Financial Statements
December 31, 2005
(Unaudited)
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 vested account.
VESTING
Participants are fully vested at all times in their contributions to the Plan.
Company contributions under the savings provisions of the Plan and under the
retirement feature of the Plan become fully vested after five 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 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, 2005 ranged between 5% and 7.75%. Principal and interest is paid
ratably through payroll deductions. Participant loans outstanding at December
31, 2005 and 2004, respectively, totaled $117,915 and $108,560 are included in
investments in the accompanying statements of assets available for benefits.
5
Solidstate Controls, Inc.
Hourly Employees' (CWA) Retirement Plan
Notes to Financial Statements
December 31, 2005
(Unaudited)
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, elect to receive
payment in installments for life, subject to certain restrictions based on life
expectancy or direct rollover to an eligible retirement plan. 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 are unaudited because the number of
participants in the Plan are fewer than the number of participants which would
require audited financial statements under ERISA. The accompanying financial
statements have been prepared on the accrual basis of accounting, in accordance
with U.S. generally accepted accounting principles. The accompanying financial
statements have been prepared in accordance with Statement of Position 99-3,
"Accounting for and Reporting of Certain Defined Contribution Benefit Plan
Investments and Other Disclosure Matters."
6
Solidstate Controls, Inc.
Hourly Employees' (CWA) Retirement Plan
Notes to Financial Statements
December 31, 2005
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 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 net
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. 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 values, 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 appreciation 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
Solidstate Controls, Inc.
Hourly Employees' (CWA) Retirement Plan
Notes to Financial Statements
December 31, 2005
(Unaudited)
3. INVESTMENT PROGRAMS
At December 31, 2005 and 2004, 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 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 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.
8
Solidstate Controls, Inc.
Hourly Employees' (CWA) Retirement Plan
Notes to Financial Statements
December 31, 2005
(Unaudited)
3. INVESTMENT PROGRAMS (CONTINUED)
The fair value of individual investments that represent 5% or more of the Plan's
assets at year-end are as follows:
DECEMBER 31,
-------------------
2005 2004
-------- --------
Vanguard Retirement Savings Master Trust $208,421 $100,161
AMETEK Stock Fund 203,779 164,919
Vanguard Total Bond Market Index Fund 128,293 99,233
Loan Fund 117,915 108,560
Vanguard 500 Index Fund 97,414 69,564
Vanguard Wellington Fund 66,600 55,521
Vanguard LifeStrategy Growth Fund * 59,898 --
Vanguard LifeStrategy Moderate Growth Fund ** -- 58,208
Vanguard Prime Money Market Fund *** -- 94,758
* At December 2004, this investment represented less that 5% of the fair
value of the Plan's assets.
** At December 2005, this investment represented less than 5% of the fair
value of the Plan's assets.
*** Effective March 31, 2005, all balances in this fund were rolled into the
Vanguard Retirement Savings Master Trust.
During 2005 and 2004 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,
-----------------
2005 2004
------- -------
Common stock $32,300 $54,270
Registered investment companies 11,389 27,808
------- -------
$43,689 $82,078
======= =======
9
Solidstate Controls, Inc.
Hourly Employees' (CWA) Retirement Plan
Notes to Financial Statements
December 31, 2005
(Unaudited)
4. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated November 1, 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 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.
5. ADMINISTRATIVE EXPENSES
The expenses of administering the Plan are payable from the trust funds, unless
the Company elects to pay such expenses. At present, the Company elected to pay
such expenses directly.
10
Solidstate Controls, Inc.
Hourly Employees' (CWA) Retirement Plan
Form 5500, Schedule H, Line 4i
Schedule of Assets (Held at End of Year)
December 31, 2005
(Unaudited)
Description of investment, including
maturity date, rate of interest, Current
Identity of issue, borrower, lessor or similar party collateral, par, or maturity value Value
---------------------------------------------------- ------------------------------------ ----------
AMETEK Stock Fund* Common Stock Fund $ 203,779
Vanguard Retirement Savings Master Trust * Common/Collective Trust 208,421
Vanguard Total Bond Market Index Fund* Registered Investment Company 128,293
Vanguard LifeStrategy Conservative Growth Fund* Registered Investment Company 14,556
Vanguard LifeStrategy Growth Fund* Registered Investment Company 59,898
Vanguard LifeStrategy Moderate Growth Fund* Registered Investment Company 49,258
Vanguard Wellington Fund* Registered Investment Company 66,600
Vanguard Windsor II Fund* Registered Investment Company 30,009
Vanguard PRIMECAP Fund* Registered Investment Company 37,879
Vanguard Small-Cap Index Fund* Registered Investment Company 13,826
Vanguard 500 Index Fund* Registered Investment Company 97,414
Evergreen Small Cap Value Fund Registered Investment Company 10,487
Julius Baer International Equity Fund Registered Investment Company 26,946
BlackRock Small Cap Fund Registered Investment Company 9,574
Loan Fund* Interest rates ranging from
5.0% to 7.75% 117,915
----------
$1,074,855
==========
----------
* 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.
Solidstate Controls, Inc.
Hourly Employees'(CWA) Retirement Plan
(Name of Plan)
Dated: June 16, 2006 By: /s/ John J. Molinelli
------------------------------------
John J. Molinelli, Member,
Administrative Committee
12