Fitch Rates AMETEK's $350MM Private Placement Notes 'BBB'

Fitch currently rates AME as follows:

--Issuer Default Rating (IDR) 'BBB';

--Senior unsecured bank facilities 'BBB';

--Senior unsecured debt 'BBB'.

The Rating Outlook is Stable. There was approximately $1.1 billion of debt outstanding at June 30, 2008.

The ratings consider AME's competitive positions in niche markets, product and geographic diversification, solid operating performance and cash flow, and effective acquisition strategy. Acquisitions are a key part of AME's strategy to expand its product lines and market presence, particularly in the analytical instrument and aerospace markets, and to increase its proportion of recurring revenue. Most recently, AME acquired Xantrex Technology, a leader in programmable power supplies used to test electrical and electronic products, which was acquired in August 2008 for $120 million. The company's acquisition spending in 2008 has totaled approximately $400 million and has contributed to leverage metrics that are at the high end of AME's historical range. However, AME can reasonably be expected to reduce leverage from current levels given its demonstrated ability to effectively integrate acquisitions and realize stronger earnings and cash flow. Rating concerns include the impact on leverage from AME's discretionary spending and the company's exposure to cyclical end-markets. However, the company has been able to mitigate these concerns by growing its businesses in the longer cycle, higher margin aerospace and power markets and by minimizing its exposure to automotive and residential markets.

Proceeds from AME's $350 million of new debt is available to repay short-term debt that has been used to help fund acquisitions and share repurchases and repay $225 million of long-term debt that matured in July 2008. As a result, liquidity will improve from recent levels. Although AME could potentially use its liquidity and free cash flow for additional acquisitions and share repurchases, Fitch believes AME will control its discretionary spending to maintain leverage at levels appropriate for the ratings.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site.

SOURCE: Fitch Ratings

Fitch Ratings Cheryl Peterson, +1-312-606-2309 (Chicago) Eric Ause, +1-312-606-2302 (Chicago) Media Relations: Cindy Stoller, +1-212-908-0526 (New York)