8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

February 27, 2017

Date of Report (Date of earliest event reported)

 ALTRA INDUSTRIAL MOTION CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-33209	61-1478870
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
300 Granite Street, Suite 201 Braintree, Massachusetts		02184
(Address of principal executive offices)		(Zip Code)

(781) 917-0600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On February 27, 2017, Altra Industrial Motion Corp. (“the Company”) announced certain unaudited financial results for the fourth quarter and for the full year ended December 31, 2016. A copy of the announcement is attached hereto as Exhibit 99.1, which is incorporated by reference herein. On February 27, 2017, the Company will hold a conference call with investors to discuss unaudited fourth quarter and full year 2016 results. The chart presentation to be used during the call is attached hereto as Exhibit 99.2 to this report and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1	Press release of Altra Industrial Motion Corp., dated February 27, 2017.
99.2	Charts to be used during the investor conference call on February 27, 2017.

EXHIBIT INDEX
99.1	Press release of Altra Industrial Motion Corp., dated February 27, 2017.
99.2	Charts to be used during the investor conference call on February 27, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ALTRA INDUSTRIAL MOTION CORP.
/s/ Carl R. Christenson
Name:	Carl R. Christenson
Title:	Chairman and Chief Executive Officer

Date: February 27, 2017

EX-99.1

Exhibit 99.1

Altra Reports Fourth-Quarter and Full-Year 2016 Results,

Provides 2017 Outlook

BRAINTREE, Mass., February 27, 2017 - Altra Industrial Motion Corp. (Nasdaq: AIMC), a global manufacturer and marketer of electromechanical power transmission and motion control products, today announced unaudited financial results for the fourth quarter and year-ended December 31, 2016.

Financial Highlights

• Fourth-quarter 2016 net sales were $172.6 million, compared with $173.6 million in the fourth quarter of 2015. The slight reduction in net sales was driven by an unfavorable impact from foreign exchange of 2.0%, which was substantially offset by an organic sales increase of 0.5% and a 0.9% favorable impact from pricing.

• Fourth-quarter net income was $1.7 million, or $0.06 per diluted share, compared with $6.1 million, or $0.23 per diluted share, in the fourth quarter of 2015.

• Strong cash flow from operations of $76.6 million led to free cash flow of $57.7 million for the year*.

• The Company completed its acquisition of Stromag, which is expected to be accretive in the first 12 months of operations. The Company financed the transaction by amending and expanding its existing credit facility and, in connection with this financing, the Company executed multiple cross-currency interest rate swaps that provide a lower effective interest rate for the next three years.

• Altra further strengthened its balance sheet by issuing a notice to redeem its outstanding 2.75% Convertible Senior Notes due 2031, all of which converted or redeemed by January 12, 2017.

• Non-GAAP net income in Q4 2016 was $10.6 million, or $0.41 per diluted share, compared with $9.3 million, or $0.36 per diluted share, a year ago*.

Reconciliation of Non-GAAP Net Income*:

	Quarter Ended			Year to Date Ended			Quarter Ended			Year to Date Ended
	December 31, 2016						December 31, 2015
Net Income attributable to Altra Industrial Motion Corp.	$	1,668		$	25,140		$	6,107		$	35,406
Restructuring and consolidation costs	$	3,258		$	10,333		$	2,220		$	7,214
Write-off deferred financing costs and extinguishment of debt		1,989			1,989			500			500
Legal fees associated with pursuit of unfair trade remedy		-			742			430			430
Warranty provision related to Svendborg Acquisition		-			-			739			2,808
Acquisition related expenses		1,219			2,349			93			831
Impairment of Intangible assets		6,568			6,568			-			-
Tax impact of above adjustments		(4,071	)		(6,661	)		(775	)		(3,143	)
Tax impact of foreign reorganizations		-			-			-			(924	)
Non-GAAP net income*	$	10,631		$	40,460		$	9,314		$	43,122
Non-GAAP diluted earnings per share*	$	0.41		$	1.56		$	0.36		$	1.64

Exhibit 99.1

Reconciliation of Free cash flow*:

	Year to Date Ended
	December 31, 2016			December 31, 2015
Net cash flows from operating activities	$	76,641		$	86,816
Purchase of property, plant and equipment		(18,941	)		(22,906	)
Free cash flow*	$	57,700		$	63,910
In Thousands of Dollars, except per share amounts

Management Comments

“We concluded the year with fourth-quarter financial results that were in line with our expectations amidst continuing difficult conditions in many of our end markets,” said Carl Christenson, Altra’s Chairman and CEO.  “We achieved year-over-year gains in the fourth-quarter in both volume and pricing, but that growth was more than offset by foreign exchange headwinds. At the same time, we performed well on the bottom line due to the progress we are making on the key elements of our profit improvement strategy, including our consolidation, supply chain, pricing and operational excellence initiatives. We completed one plant closure during the fourth quarter and closed an additional facility in the current quarter, bringing the total number of consolidations to eight.”

“During the fourth quarter, we closed on the Stromag acquisition, which provides Altra with complementary products, increased presence in key geographic regions and penetration into new growth end markets. This was the largest acquisition we have completed to date and despite this transaction our leverage profile still allows us to continue to pursue additional bolt-on acquisitions.”

Business Outlook

“We believe that we have hit the trough in certain of our served markets that have been challenged, although we do not expect an immediate or significant improvement in those markets in the near term. There remains much uncertainty. In addition, we expect to face meaningful revenue and EPS headwinds relating to foreign exchange, assuming that the Dollar remains strong. At the same time, we believe that the success of our consolidation, supply chain, pricing and operational excellence initiatives will enable us to enhance margins and accelerate profitability when our markets do rebound. Finally, we are very pleased with the addition of the Stromag business which we expect to be accretive this year.”    

Altra expects full-year 2017 sales in the range of $835 to $855 million, GAAP diluted EPS in the range of $1.64 to $1.74, and non-GAAP diluted EPS in the range of $1.75 to $1.85. The Company expects its tax rate for the full year to be approximately 30% to 32% before discrete items. Altra expects capital expenditures in the range of $25 to $30 million and depreciation and amortization in the range of $38 to $42 million*.

The following table reconciles GAAP diluted earnings per share to non-GAAP diluted earnings per share and does not take in to account any unknown factors that may impact the business.

Exhibit 99.1

*Reconciliation of 2017 Non-GAAP Diluted EPS Guidance	Fiscal Year 2017
Net Income per Share Diluted	$1.64 - $1.74
Restructuring and consolidation costs	0.05
Acquisition related expenses	0.02
Inventory step-up	0.05
Loss on extinguishment of debt	0.04
Tax impact of above adjustments**	(0.05)
Non-GAAP Diluted EPS Guidance	$1.75 - $1.85
** Tax impact is calculated by multiplying the estimated effective tax rate for the period of 31% by the above items.

Conference Call

The Company will conduct an investor conference call to discuss its unaudited fourth-quarter 2016 financial results this morning at 10:00 a.m. ET. The public is invited to listen to the conference call by dialing (877) 407-8293 domestically or (201) 689-8349 for international access. A live webcast of the call will be available in the "Investor Relations" section of www.altramotion.com. Individuals may download charts that will be used during the call at www.altramotion.com under presentations in the Investor Relations section. The charts will be available after earnings are released. A replay of the recorded conference call will be available at the conclusion of the call on February 27 through midnight on March 13, 2017. To listen to the replay, dial (877) 660-6853 domestically or (201) 612-7415 for international access (conference ID #13654961). A webcast replay also will be available.

Exhibit 99.1

Altra Industrial Motion Corp.
Consolidated Statements of Income Data:	Quarters Ended										Year to Date Ended
In Thousands of Dollars, except per share amounts	December 31, 2016					December 31, 2015					December 31, 2016					December 31, 2015
	(Unaudited)					(Unaudited)					(Unaudited)					(Unaudited)
Net sales	$	172,647				$	173,628				$	708,906				$	746,652
Cost of sales		117,520					119,424					486,774					518,189
Gross profit	$	55,127				$	54,204				$	222,132				$	228,463
Gross profit as a percent of net sales		31.9	%				31.2	%				31.3	%				30.6	%
Selling, general & administrative expenses		34,944					33,484					140,492					139,217
Research and development expenses		4,332					4,312					17,677					17,818
Impairment of Intangible assets		6,568					-					6,568					-
Restructuring Charges		3,258					2,220					9,849					7,214
Income from operations	$	6,025				$	14,188				$	47,546				$	64,214
Income from operations as a percent of net sales		3.5	%				8.2	%				6.7	%				8.6	%
Interest expense, net		3,064					3,306					11,679					12,164
Loss on write-off of deferred financing and extinguishment of convertible debt		1,989					-					1,989					-
Other non-operating expense (income), net		431					357					(7	)				963
Income before income taxes	$	541				$	10,525				$	33,885				$	51,087
(Benefit)/Provision for income taxes		(1,127	)				4,418					8,745					15,744
Income tax rate		-208.3	%				42.0	%				25.8	%				30.8	%
Net income		1,668					6,107					25,140					35,343
Net loss attributable to non-controlling interest		-					-					-					63
Net income attributable to Altra Industrial Motion Corp.	$	1,668				$	6,107				$	25,140				$	35,406
Weighted Average common shares outstanding
Basic		25,889					26,091					25,719					26,064
Diluted - includes impact of convertible debt redemptions		25,916					26,091					25,872					26,109
Net income per share
Basic	$	0.06				$	0.23				$	0.97				$	1.36
Diluted	$	0.06				$	0.23				$	0.97				$	1.36
Reconciliation of Non-GAAP Income From Operations:
Income from operations	$	6,025				$	14,188				$	47,546				$	64,214
Restructuring and consolidation costs		3,258					2,220					10,333					7,214
Legal fees associated with pursuit of unfair trade remedy		-					430					742					430
Impairment of Intangible assets		6,568					-					6,568					-
Warranty provision related to Svendborg Acquisition		-					739					-					2,808
Acquisition related expenses		1,219					93					2,349					831
Non-GAAP income from operations *	$	17,070				$	17,670				$	67,538				$	75,497
Reconciliation of Non-GAAP Net Income:
Net income attributable to Altra Industrial Motion Corp.	$	1,668				$	6,107				$	25,140				$	35,406
Restructuring and consolidation costs		3,258					2,220					10,333					7,214
Write-off deferred financing costs and extinguishment of debt		1,989					500					1,989					500
Legal fees associated with pursuit of unfair trade remedy		-					430					742					430
Warranty provision related to Svendborg Acquisition		-					739					-					2,808
Impairment of Intangible assets		6,568					-					6,568					-
Acquisition related expenses		1,219					93					2,349					831
Tax impact of above adjustments		(4,071	)				(775	)				(6,661	)				(3,143	)
Tax impact of foreign reorganizations		-					-					-					(924	)
Non-GAAP net income *	$	10,631				$	9,314				$	40,460				$	43,122
Non-GAAP diluted earnings per share *	$	0.41		(1	)	$	0.36		(2	)	$	1.56		(3	)	$	1.64		(4	)
(1) - tax impact for the above items is calculated by multiplying Restructuring and consolidation costs, write-off of deferred financing and extinguishment of debt, and the TB Woods impairment by the marginal tax rate plus the acquisition related expenses multiplied by the estimated effective tax rate for the period of 26.5% by the above items
(2) - tax impact is calculated by multiplying the estimated effective tax rate for the period of 30.0% by the above items
(3) - tax impact is calculated by multiplying the estimated effective tax rate for the period of 30.3% by the above items
(4) - tax impact is calculated by multiplying the estimated effective tax rate for the period of 25.4% by the above items

Exhibit 99.1

Consolidated Balance Sheets	Years Ended December 31,
In Thousands of Dollars	2016			2015
Assets:
Current Assets
Cash and cash equivalents	$	69,118		$	50,320
Trade receivables, net		120,319			94,720
Inventories		139,840			121,156
Income tax receivable		607			5,146
Prepaid expenses and other current assets		10,429			11,217
Assets held for sale		3,874			4,597
Total current assets		344,187			287,156
Property, plant and equipment, net		177,043			145,413
Intangible assets, net		154,683			96,069
Goodwill		188,841			97,309
Deferred income taxes		2,510			3,201
Other non-current assets, net		2,560			3,184
Total assets	$	869,824		$	632,332
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$	60,845		$	40,297
Accrued payroll		31,302			22,312
Accruals and other current liabilities		35,080			34,990
Income tax payable		706			3,563
Current portion of long-term debt		43,690			3,187
Total current liabilities		171,623			104,349
Long-term debt, less current portion and net    of unaccreted discount		325,969			231,568
Deferred income taxes		61,084			44,185
Pension liabilities		23,691			8,328
Other long-term liabilities		4,109			1,335
Total stockholders' equity		283,348			242,567
Total liabilities, and stockholders' equity	$	869,824		$	632,332
Reconciliation to operating working capital:
Trade receivables, net		120,319			94,720
Inventories		139,840			121,156
Accounts payable		(60,845	)		(40,297	)
Operating working capital *	$	199,314		$	175,579

Exhibit 99.1

	Year to Date Ended
	December 31, 2016			December 31, 2015
Cash flows from operating activities
Net income	$	25,140		$	35,343
Adjustments to reconcile net income to net cash flows:
Depreciation		21,604			21,559
Amortization of intangible assets		8,294			8,562
Amortization and write-off of deferred financing costs		802			1,366
Loss (Gain) on foreign currency, net		259			(395	)
Accretion of debt discount, net		4,005			3,694
Loss on disposals and impairments		8,273			2,003
Loss on extinguishment of debt		1,989			—
(Benefit) for deferred taxes		(2,850	)		(170	)
Stock based compensation		4,230			4,004
Changes in assets and liabilities:
Trade receivables		(4,140	)		7,223
Inventories		2,324			6,049
Accounts payable and accrued liabilities		4,333			2,816
Other current assets and liabilities		529			(3,343	)
Other operating assets and liabilities		1,849			(1,895	)
Net cash provided by operating activities		76,641			86,816
Cash flows from investing activities
Purchase of property, plant and equipment		(18,941	)		(22,906	)
Proceeds from sale of property		—			1,201
Acquisition of Stromag, net of cash received of $8.8 million		(187,967	)		—
Net cash used in investing activities		(206,908	)		(21,705	)
Cash flows from financing activities
Payment of debt issuance costs		(650	)		(1,006	)
Payment on term loan facility		—			(130,063	)
Payments on revolving credit facility		(31,861	)		(14,998	)
Dividend payments		(11,667	)		(14,928	)
Payments of equipment, working capital notes, mortgages and other debt		(3,308	)		(3,864	)
Payments from equipment, working capital notes, mortgages and other debt		2,729			8,398
Borrowing under revolving credit facility		200,579			120,036
Purchase of non-controlling interest in Lamiflex		—			(878	)
Purchases of common stock under share repurchase program		(4,713	)		(17,298	)
Shares surrendered for tax withholding		(1,337	)		(1,182	)
Net cash provided/(used) in financing activities		149,772			(55,783	)
Effect of exchange rate changes on cash and cash equivalents		(707	)		(6,511	)
Net change in cash and cash equivalents		18,798			2,817
Cash and cash equivalents at beginning of year		50,320			47,503
Cash and cash equivalents at end of period	$	69,118		$	50,320
Reconciliation to free cash flow:
Net cash flows from operating activities		76,641			86,816
Purchase of property, plant and equipment		(18,941	)		(22,906	)
Free cash flow *	$	57,700		$	63,910

Exhibit 99.1

Altra Industrial Motion Corp.
Selected Segment Data	Quarters Ended December 31,						Year to date periods Ended December 31,
In Thousands of Dollars, except per share amount	2016			2015			2016			2015
Net Sales:
Couplings, Clutches & Brakes	$	74,181		$	77,074		$	305,406		$	342,299
Electromagnetic Clutches & Brakes		52,773			53,397			217,856			219,676
Gearing		46,964			44,653			192,003			192,252
Eliminations		(1,271	)		(1,496	)		(6,359	)		(7,575	)
Total	$	172,647		$	173,628		$	708,906		$	746,652
Income from operations:
Couplings, Clutches & Brakes	$	7,068		$	9,078		$	27,509		$	49,299
Electromagnetic Clutches & Brakes		6,287			5,341			26,406			22,014
Gearing		5,438			4,072			22,718			22,698
Restructuring and consolidation costs		(3,258	)		(2,220	)		(9,849	)		(1,767	)
Corporate		(9,510	)		(2,083	)		(19,238	)		(17,135	)
Total	$	6,025		$	14,188		$	47,546		$	75,109

About Altra Industrial Motion Corp.

Altra Industrial Motion Corp., through its subsidiaries, is a leading global designer, producer and marketer of a wide range of electromechanical power transmission products. The Company brings together strong brands covering over 40 product lines with production facilities in 12 countries. Altra's leading brands include Ameridrives Couplings, Bauer Gear Motor, Bibby Turboflex, Boston Gear, Delroyd Worm Gear, Formsprag Clutch, Guardian Couplings, Huco, Industrial Clutch, Inertia Dynamics, Kilian Manufacturing, Lamiflex Couplings, Marland Clutch, Matrix, Nuttall Gear, Stieber Clutch, Svendborg Brakes, TB Wood's, Twiflex, Warner Electric, Warner Linear, and Wichita Clutch.

The Altra Industrial Motion Corp. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=4038.

* Discussion of Non-GAAP Financial Measures

As used in this release and the accompanying slides posted on the Company's website, non-GAAP diluted earnings per share, non-GAAP income from operations and non-GAAP net income are each calculated using either net income or income from operations that excludes acquisition related expenses, restructuring costs, and other income or charges that management does not consider to be directly related to the Company's core operating performance. Non-GAAP diluted earnings per share is calculated by dividing non-GAAP net income by GAAP weighted average shares outstanding (diluted). Non-GAAP free cash flow is calculated by deducting purchases of property, plant and equipment from net cash flows from operating activities. Non-GAAP operating working capital is calculated by deducting accounts payable from net trade receivables plus inventories.

Altra believes that the presentation of non-GAAP net income, non-GAAP income from operations, non-GAAP gross profit, non-GAAP diluted earnings per share, non-GAAP free cash flow and non-GAAP operating working capital provides important supplemental information to management and investors regarding financial and business trends relating to the Company's financial condition and results of operations.

Forward-Looking Statements

All statements, other than statements of historical fact included in this release are forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. Forward-looking statements can generally be identified by phrases such as "believes," "expects," "potential," "continues," "may," "should," "seeks," "predicts," "anticipates," "intends," "projects," "estimates," "plans," "could," "designed", "should be," and other similar expressions that denote expectations of future or conditional events rather than statements of fact. Forward-looking statements also may relate to strategies, plans and objectives for, and potential results of, future

Exhibit 99.1

operations, financial results, financial condition, business prospects, growth strategy and liquidity, and are based upon financial data, market assumptions and management's current business plans and beliefs or current estimates of future results or trends available only as of the time the statements are made, which may become out of date or incomplete. Forward-looking statements are inherently uncertain, and investors must recognize that events could differ significantly from our expectations. These statements include, but may not be limited to, the expected financial impact of the Stromag acquisition, the Company's expectations regarding the impact of certain interest rate and currency swap transactions, the statements under our "Business Outlook", our expectations regarding economic conditions, our expectations regarding the impact of foreign exchange rates, the impact of certain restructuring activities, and the Company’s guidance for full year 2017.

In addition to the risks and uncertainties noted in this release, there are certain factors that could cause actual results to differ materially from those anticipated by some of the statements made. These include: (1) competitive pressures, (2) changes in economic conditions in the United States and abroad and the cyclical nature of our markets, (3) loss of distributors, (4) the ability to develop new products and respond to customer needs, (5) risks associated with international operations, including currency risks, (6) accuracy of estimated forecasts of OEM customers and the impact of the current global economic environment on our customers, (7) risks associated with a disruption to our supply chain, (8) fluctuations in the costs of raw materials used in our products, (9) product liability claims, (10) work stoppages and other labor issues, (11) changes in employment, environmental, tax and other laws and changes in the enforcement of laws, (12) loss of key management and other personnel, (13) risks associated with compliance with environmental laws, (14) the ability to successfully execute, manage and integrate key acquisitions and mergers, (15) failure to obtain or protect intellectual property rights, (16) risks associated with impairment of goodwill or intangibles assets, (17) failure of operating equipment or information technology infrastructure, (18) risks associated with our debt leverage and operating covenants under our debt instruments, (19) risks associated with restrictions contained in our Credit Facility, (20) risks associated with compliance with tax laws, (21) risks associated with the volatility and disruption in the global financial markets, (22) risks associated with implementation of our ERP system, (23) risks associated with the Svendborg, Guardian and Stromag acquisitions and integration and other acquisitions, (24) risks associated with the Company's investment in a manufacturing facility in China, (25) risks associated with certain minimum purchase agreements we have with suppliers, (26) risks associated with our exposure to variable interest rates and foreign currency exchange rates, (27) risks associated with interest rate swap contracts, (28) risks associated with our exposure to renewable energy markets, (29) risks related to regulations regarding conflict minerals, (30) risks related to restructuring and plant consolidations, and (31) other risks, uncertainties and other factors described in the Company's quarterly reports on Form 10-Q and annual reports on Form 10-K and in the Company's other filings with the U.S. Securities and Exchange Commission (SEC) or in materials incorporated therein by reference. Except as required by applicable law, Altra Industrial Motion Corp. does not intend to, update or alter its forward looking statements, whether as a result of new information, future events or otherwise. AIMC-E

CONTACT:

Altra Industrial Motion Corp.

Christian Storch, Chief Financial Officer

781-917-0541

Christian.storch@altramotion.com

EX-99.2

Fourth Quarter 2016 Results February 27, 2017 10:00 AM ET Dial In Number 877-407-8293 Domestic 201-689-8349 International Webcast at www.altramotion.com Replay Through March 13, 2017 877-660-6853 Domestic 201-612-7415 International Conference ID: # 13654961 Webcast Replay at www.altramotion.com Exhibit 99.2

Safe Harbor Statement Cautionary Statement Regarding Forward Looking Statements All statements, other than statements of historical fact included in this presentation are forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. Forward-looking statements can generally be identified by phrases such as "believes," "expects," "potential," "continues," "may," "should," "seeks," "predicts," "anticipates," "intends," "projects," "estimates," "plans," "could," "designed", "should be," and other similar expressions that denote expectations of future or conditional events rather than statements of fact. Forward-looking statements also may relate to strategies, plans and objectives for, and potential results of, future operations, financial results, financial condition, business prospects, growth strategy and liquidity, and are based upon financial data, market assumptions and management's current business plans and beliefs or current estimates of future results or trends available only as of the time the statements are made, which may become out of date or incomplete. Forward-looking statements are inherently uncertain, and investors must recognize that events could differ significantly from our expectations. These statements include, but may not be limited to, the expected financial impact of the Stromag acquisition, the Company's expectations regarding the impact of certain interest rate and currency swap transactions, the statements under our "Business Outlook", our expectations regarding economic conditions, our expectations regarding the impact of foreign exchange rates, the impact of certain restructuring activities, and the Company’s guidance for full year 2017.   In addition to the risks and uncertainties noted in this presentation, there are certain factors that could cause actual results to differ materially from those anticipated by some of the statements made. These include: (1) competitive pressures, (2) changes in economic conditions in the United States and abroad and the cyclical nature of our markets, (3) loss of distributors, (4) the ability to develop new products and respond to customer needs, (5) risks associated with international operations, including currency risks, (6) accuracy of estimated forecasts of OEM customers and the impact of the current global economic environment on our customers, (7) risks associated with a disruption to our supply chain, (8) fluctuations in the costs of raw materials used in our products, (9) product liability claims, (10) work stoppages and other labor issues, (11) changes in employment, environmental, tax and other laws and changes in the enforcement of laws, (12) loss of key management and other personnel, (13) risks associated with compliance with environmental laws, (14) the ability to successfully execute, manage and integrate key acquisitions and mergers, (15) failure to obtain or protect intellectual property rights, (16) risks associated with impairment of goodwill or intangibles assets, (17) failure of operating equipment or information technology infrastructure, (18) risks associated with our debt leverage and operating covenants under our debt instruments, (19) risks associated with restrictions contained in our Credit Facility, (20) risks associated with compliance with tax laws, (21) risks associated with the volatility and disruption in the global financial markets, (22) risks associated with implementation of our ERP system, (23) risks associated with the Svendborg, Guardian and Stromag acquisitions and integration and other acquisitions, (24) risks associated with the Company's investment in a manufacturing facility in China, (25) risks associated with certain minimum purchase agreements we have with suppliers, (26) risks associated with our exposure to variable interest rates and foreign currency exchange rates, (27) risks associated with interest rate swap contracts, (28) risks associated with our exposure to renewable energy markets, (29) risks related to regulations regarding conflict minerals, (30) risks related to restructuring and plant consolidations, and (31) other risks, uncertainties and other factors described in the Company's quarterly reports on Form 10-Q and annual reports on Form 10-K and in the Company's other filings with the U.S. Securities and Exchange Commission (SEC) or in materials incorporated therein by reference. Except as required by applicable law, Altra Industrial Motion Corp. does not intend to, update or alter its forward looking statements, whether as a result of new information, future events or otherwise.    1

Fourth Quarter 2016 Highlights Net sales decreased 60 bps from the fourth quarter of 2015 Closed on the acquisition of Stromag Completed our seventh and eighth facility closures Eliminated 278,000 square feet of space without reducing manufacturing capabilities or capacity Strategic initiatives on track 2

3 Stromag Acquisition Closed on December 30, 2016 €184 million cash with €14 million in assumed debt, subject to post closing adjustments for working capital and debt-like items A leading electromechanical power transmission and motion control company with 2015 sales of €131 million Financed with our recently expanded credit facility Expected to be accretive to EPS in 2017 Expect €5 to €7 million of annual synergies within 3 to 4 years Transaction Overview

Well-recognized brand, founded in 1932 Headquartered in Germany with manufacturing locations in Germany, France, the UK, the US, China, India and Brazil Leading global supplier of engineered clutches, brakes, couplings and limit switches Diverse niche markets with a strong position in cranes, marine, off-highway and energy Strong management team and approximately 750 employees Stromag Acquisition – The Company Company Overview Toothed Clutch Limit Switch Multidisc Brake 2015 Total Stromag Revenues By Geography 2015 Total Stromag Revenues By Market Torsional Coupling Disc Brake 4

Business Simplification On Track 5 Long Term Objective YTD Results Current Status Operational Improvements Reduce the number of facilities by 20% to 30% Restructuring and cost reductions have improved margins Bauer improvement is on track Facility consolidations are on track Strategic Pricing Operating margin improvement of 50 bps per year Pricing environment is more challenging Continue to find strategic pricing opportunities Supply Chain Management Implement hybrid SCM structure to reduce material spend Initial training is complete Reorganization of procurement organization is completed SAP Deployment Entire organization on the same instance of SAP Next phase of implementation started Revenue Growth Growth in excess of GDP Key end market declines overwhelm continued success in marketplace and operational improvements Lean Market leader for lead time and on time delivery Market leader for innovative solution responsiveness Model Value Stream results are meeting expectations

End Market Review Sales at Distribution were down year over year but up sequentially Turf and Garden sales were up slightly from last year Ag market sales were up from last year but down sequentially and for the full year Materials handling down slightly year over year Oil and gas down year over year, but up sequentially Renewable energy sales were up slightly from last year Metals continue to be weak Mining sales were down, but believe we have hit the trough 6

Q4 2016 Financial Highlights 7   QTD QTD       Q4 2016 Q4 2015 $ Change % Change   ($ millions)               Net sales $172.6 $173.6 ($1.0) -0.6%           Gross Profit $55.1 $54.2 $0.9 1.7% % of net sales 31.9% 31.2%               SG&A $34.9 $33.5 $1.4 4.2% % of net sales 20.2% 19.3%               Income from operations $6.0 $14.2 ($8.2) -57.7% % of net sales 3.5% 8.2%               Net Income $1.7 $6.1 ($4.4) -72.1% % of net sales 1.0% 3.5%               Earnings Per Share:       Diluted $0.06 $0.23 ($0.17) -73.9% Non-GAAP Diluted * $0.41 $0.36 $0.05 13.9%           Weighted Average Common     Shares Outstanding:       Diluted 25,916 26,091 (175) -0.7%           * See Appendix                

Selected Segment Data 8                         $ Millions                                         Q4 2016 Q4 2015 Diff   Q4 2016 Q4 2015 Diff   Q4 2016 Q4 2015 Diff Net sales $74.2 $77.1 ($2.9)   $52.8 $53.4 ($0.6)   $47.0 $44.7 $2.3 Income from operations $7.1 $9.1 ($2.0)   $6.3 $5.3 $1.0   $5.4 $4.1 $1.3 % of net sales 9.6% 11.8%     11.9% 9.9%     11.5% 9.2%   Couplings, Clutches & Brakes (CCB) Electric Clutches & Brakes (ECB) Gearing Gearing

Balance Sheet Highlights Borrowed approximately $195.0 million to finance the Stromag acquisition Repaid nearly $30.0 million of debt during 2016 9 Balance Sheet Highlights           (amounts in millions)             Q4 2016 Q4 2015               Cash $69.1     $50.3   Total Debt $371.9     $243.8   Total Debt less Cash $302.8 51.7%   $193.5 44.4%             Shareholders' Equity $283.3 48.3%   $242.6 55.6% Shareholders' Equity plus Debt, less Cash $586.1 100.0%   $436.1 100.0% Shares Outstanding 25.9     26.1 (0.20)

Convertible Notes and Swap Update Swap Update $100 million fixed interest for 3 years at 102.7 bps $40 million floating interest for 2 years at 1 month Euribor (floored at 0%) + 92 bps $30 million floating interest for 6 months at 1 month Euribor (floored at 0%) + 72 bps Annualized cash interest savings estimated to be $1.4 million compared to straight borrowing under our credit facility Convertible Notes Update Notes called on December 12 and $39.3 million converted into 1.5 million shares as of December 31, 2016 $84.1 million total converted as of January 12, 2017 (notice period end) increasing our share count by 3.2 million shares to a total of 29.2 million shares $0.9 million redeemed for cash Pro-forma leverage reduced to 2.7x 10

2017 Guidance $835 - $855 Million in sales $1.64 - $1.74 diluted earnings per share $1.75 - $1.85 Non-GAAP diluted earnings per share * $25 - $30 Million in capital expenditures $38 - $42 Million in depreciation and amortization Tax rate approximately 30% - 32% before discrete items * See Appendix 11

Discussion of Non-GAAP Measures *As used in this release and the accompanying slides posted on the Company's website, non-GAAP diluted earnings per share, non-GAAP income from operations and non-GAAP net income are each calculated using either net income or income from operations that excludes acquisition related expenses, restructuring costs, and other income or charges that management does not consider to be directly related to the Company's core operating performance. Non-GAAP diluted earnings per share is calculated by dividing non-GAAP net income by GAAP weighted average shares outstanding (diluted). Non-GAAP free cash flow is calculated by deducting purchases of property, plant and equipment from net cash flows from operating activities. Non-GAAP operating working capital is calculated by deducting accounts payable from net trade receivables plus inventories. Non-GAAP EBITDA is calculated by adjusting net income by asset impairment and other, loss on write-off deferred financing and extinguishment of convertible debt, taxes, interest expense, depreciation expense, amortization expense, stock compensation expense and restructuring and consolidation expense. Altra believes that the presentation of non-GAAP net income, non-GAAP income from operations, non-GAAP gross profit, non-GAAP diluted earnings per share, non-GAAP free cash flow, non-GAAP operating working capital and non-GAAP EBITDA provides important supplemental information to management and investors regarding financial and business trends relating to the Company's financial condition and results of operations. 12

Appendix Non-GAAP Measures * 13 Non-GAAP Net Income         (amounts in millions)           Q4 2016 Q4 2015           Reported Net Income $1.7   $6.1   Restructuring and consolidation costs 3.3   2.2   Impairment of intangible assets 6.6   -   Write-off deffered financing and extinguishment of debt 2.0   0.5   Legal fees associated with pursuit of unfair trade remedy -   0.4   Warranty provision related to the Svendborg Acquisition -   0.7   Acquisition related expenses 1.2   0.1   Tax impact of above adjustments (4.1) (1) (0.8) (2) Non-GAAP net income 10.6   9.3   Non-GAAP diluted earnings per share $0.41   $0.36             (1) - tax impact for the above items is calculated by multiplying Restructuring and consolidation costs, write-off of deferred financing and extinguishment of debt, and the TB Woods impairment by the marginal tax rate plus the acquisition related expenses multiplied by the estimated effective tax rate for the period of 26.5%. by the above items   (2) tax impact is calculated by multiplying the estimated effective tax rate, 30.0% by the above items Non-GAAP Income from operations         (amounts in millions)           Q4 2016 Q4 2015       Reported Income from Operations $6.0   $14.2   Restructuring and consolidation costs 3.3   2.2   Impairment of intangible assets 6.6   -   Legal Fees associated with the pursuit of unfair trade remedy -   0.4   Warranty provision related to the Svendborg Acquisition -   0.7   Acquisition related expenses 1.2   0.1   Non-GAAP income from operations $17.1   $17.7   Free Cash Flow               (amounts in millions)                                 Q4 2016 Q4 2015 YTD 2016 YTD 2015                 Operating Cash Flow $29.7   $23.3   $76.6   $86.8 Less Capex (3.2)   (3.7)   (18.9)   (22.9) Free Cash Flow $26.5   $19.6   $57.7   $63.9 Non-GAAP Operating Working Capital         (amounts in millions)                     Q4 2016 Q4 2015         Accounts Receivable $120.3   $94.7   Inventories 139.8   121.2   Accounts Payable (60.8)   (40.3)   Operating Working Capital $199.3   $175.6   Non-GAAP Diluted EPS Guidance     (amounts in millions)             Projected Fiscal Year 2016   Net Income per share Diluted $1.64 - $1.74   Restructuring and consolidation costs 0.05   Acquisition related expenses 0.02   Inventory step-up 0.05   Loss on extinguishment of debt 0.04   Tax impact of anove adjustments** (0.05)   Non-GAAP Diluted EPS Guidance $1.75 - $1.85         ** Tax impact is calculated by multiplying the effective tax rate for the period of 31%

Appendix Non-GAAP EBITDA Reconciliation * 14 * Based upon management's estimate of Stromag's financial results for the last twelve months. Stromag's actual historical results have not yet been subject to an audit and cannot be verified at this point in time.  Moreover, the non-GAAP adjusted EBITDA of Stromag cannot be reconciled to actual results because no such results are yet available to management.  Nonetheless, management believes that an estimate of Stromag's adjusted EBITDA is important to the Company's investors because it provides an estimated indication of the Company's potential ability to service debt and incur additional leverage, if any. EBITDA Reconciliation                     (amounts in millions)                                             Q1 2016 Q2 2016 Q3 2016 Q4 2016 LTM                         Net Income $8.8   $9.3   $5.3   $1.7   $25.1   Asset Impairment and Other, Net 0.6   (0.3)   0.2   7.7   8.2   Loss on write-off of deferred financing and extinguishment of convertible debt -   -   -   2.0   2.0   Taxes 3.5   4.1   2.2   (1.1)   8.7   Interest Expense, net 2.9   2.9   2.8   3.1   11.7   Depreciation Expense 5.1   5.4   5.7   5.4   21.6   Amortization Expense 2.1   2.2   2.1   1.9   8.3   Stock Compensation Expense 1.2   1.1   1.1   0.8   4.2   Restructuring and consolidation expense 1.6   1.6   3.9   3.3   10.4   Adjusted EBITDA $25.8   $26.3   $23.3   $24.8   $100.2   Estimated Stromag Adjusted EBITDA *               $21.5   Proforma Combined Adjusted EBITDA               $121.7