Common use of Report of Independent Auditors Clause in Contracts

Report of Independent Auditors. To the Board of Directors and Shareholders of AMETEK, Inc.: We have audited the accompanying consolidated balance sheets of AMETEK, Inc., as of December 31, 1996 and 1995, and the related consolidated statements of income, cash flows and stockholders' equity for each of the three years in the period ended December 31, 1996. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of AMETEK, Inc., at December 31, 1996 and 1995, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. As discussed in Note 1 to the consolidated financial statements, in 1994 the Company changed its method of accounting for marketable securities. Philadelphia, PA January 22, 1997, except for Note 15, as to which the date is February 5, 1997 AMETEK, INC. CONSOLIDATED STATEMENT OF INCOME (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) YEAR ENDED DECEMBER 31, ---------------------------------- 1996 ---------- 1995 ---------- 1994 ----------

Report of Independent Auditors. To the Board of Directors and Shareholders of AMETEK, Inc.: Inc. We have audited the accompanying consolidated balance sheets of AMETEK, Inc., Inc. as of December 31, 1996 1995 and 19951994, and the related consolidated statements of income, cash flows and stockholders' equity for each of the three years in the period ended December 31, 19961995. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of AMETEK, Inc., Inc. at December 31, 1996 1995 and 19951994, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 19961995, in conformity with generally accepted accounting principles. As discussed in Note 1 to the consolidated financial statements, in 1994 the Company changed its method of accounting for marketable securities. Philadelphia, PA January 2223, 1997, except for Note 15, as to which the date is February 5, 1997 1996 AMETEK, INC. CONSOLIDATED STATEMENT OF INCOME (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) YEAR ENDED DECEMBER 31, ---------------------------------- 1996 ---------- 1995 ---------- 1994 1994(A) ---------- 1993(A) ----------