IDEX
IEX
#1469
Rank
$14.94 B
Marketcap
$198.55
Share price
-0.59%
Change (1 day)
-10.81%
Change (1 year)
IDEX Corporation, is an American company founded in 1988 that develops, designs and manufactures fluidic systems and specialty technical handling.

IDEX - 10-Q quarterly report FY2010 Q3


Text size:
Table of Contents

 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
Form 10-Q
 
   
þ
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the quarterly period ended September 30, 2010
OR
o
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission file number 1-10235
 
IDEX CORPORATION
(Exact Name of Registrant as Specified in its Charter)
 
   
Delaware
(State or other jurisdiction of
incorporation or organization)
 36-3555336
(I.R.S. Employer
Identification No.)
   
1925 West Field Court, Lake Forest, Illinois
(Address of principal executive offices)
 60045
(Zip Code)
 
Registrant’s telephone number:(847) 498-7070
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ     No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-Tduring the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes þ     No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” inRule 12b-2of the Exchange Act. (Check one):
 
Large accelerated filer þ Accelerated filer o Non-acceleratedfiler o Smaller reporting company o
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2of the Exchange Act).
Yes o     No þ
 
Number of shares of common stock of IDEX Corporation outstanding as of October 30, 2010: 81,885,485 (net of treasury shares).
 
 


 


Table of Contents

 
PART I. FINANCIAL INFORMATION
 
Item 1.  Financial Statements.
 
IDEX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands except share and per share amounts)
(unaudited)
 
                 
  September 30, 2010  December 31, 2009 
 
ASSETS
Current assets
        
Cash and cash equivalents
 $206,054  $73,526 
Receivables, less allowance for doubtful accounts of $6,498 at September 30, 2010 and $6,160 at December 31, 2009
  210,188   183,178 
Inventories — net
  191,698   159,463 
Other current assets
  53,019   35,545 
         
Total current assets
  660,959   451,712 
Property, plant and equipment — net
  187,021   178,283 
Goodwill
  1,208,756   1,180,445 
Intangible assets — net
  281,978   281,354 
Other noncurrent assets
  7,747   6,363 
         
Total assets
 $2,346,461  $2,098,157 
         
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
        
Trade accounts payable
 $94,299  $73,020 
Accrued expenses
  163,119   98,730 
Short-term borrowings
  11,070   8,346 
Dividends payable
  12,366   9,586 
         
Total current liabilities
  280,854   189,682 
Long-term borrowings
  480,559   391,754 
Deferred income taxes
  158,536   148,806 
Other noncurrent liabilities
  90,754   99,811 
         
Total liabilities
  1,010,703   830,053 
         
Commitment and contingencies
        
Shareholders’ equity
        
Preferred stock:
        
Authorized: 5,000,000 shares, $.01 per share par value; Issued: None
      
Common stock:
        
Authorized: 150,000,000 shares, $.01 per share par value
        
Issued: 84,263,419 shares at September 30, 2010 and 83,510,320 shares at December 31, 2009
  843   835 
Additional paid-in capital
  425,769   401,570 
Retained earnings
  975,702   896,977 
Treasury stock at cost: 2,565,194 shares at September 30, 2010 and 2,540,052 at December 31, 2009
  (57,449)  (56,706)
Accumulated other comprehensive income (loss)
  (9,107)  25,428 
         
Total shareholders’ equity
  1,335,758   1,268,104 
         
Total liabilities and shareholders’ equity
 $2,346,461  $2,098,157 
         
 
See Notes to Condensed Consolidated Financial Statements.


1


Table of Contents

IDEX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share amounts)
(unaudited)
 
                                 
  Three Months Ended
  Nine Months Ended
 
  September 30,  September 30, 
  2010  2009  2010  2009 
 
Net sales
 $373,731  $323,249  $1,107,855  $986,317 
Cost of sales
  219,598   194,191   651,360   602,964 
                 
Gross profit
  154,133   129,058   456,495   383,353 
Selling, general and administrative expenses
  88,170   79,789   266,961   242,687 
Restructuring expenses
  3,524   2,752   6,422   8,253 
                 
Operating income
  62,439   46,517   183,112   132,413 
Other income (expense) — net
  (1,101)  1,382   (608)  806 
Interest expense
  4,162   3,951   11,195   13,212 
                 
Income before income taxes
  57,176   43,948   171,309   120,007 
Provision for income taxes
  18,612   14,171   55,722   39,703 
                 
Net income
 $38,564  $29,777  $115,587  $80,304 
                 
Basic earnings per common share
 $0.47  $0.37  $1.42  $1.00 
                 
Diluted earnings per common share
 $0.47  $0.37  $1.40  $0.99 
                 
Share data:
                
Basic weighted average common shares outstanding
  80,517   79,740   80,322   79,642 
Diluted weighted average common shares outstanding
  81,938   80,879   81,749   80,535 
                 
 
See Notes to Condensed Consolidated Financial Statements.


2


Table of Contents

IDEX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands except share amounts)
(unaudited)
 
                                                         
        Accumulated Other Comprehensive Income (Loss)       
           Net
          
           Actuarial
          
           Losses
          
           and Prior
          
           Service
          
           Costs on
          
           Pensions
          
           and Other
  Cumulative
       
  Common Stock
        Post-
  Unrealized Losses
       
  and Additional
     Cumulative
  Retirement
  on Derivatives
     Total
 
  Paid-In
  Retained
  Translation
  Benefit
  Designated as Cash
  Treasury
  Shareholders’
 
  Capital  Earnings  Adjustment  Plans  Flow Hedges  Stock  Equity 
 
Balance, December 31, 2009
 $402,405  $896,977  $59,399  $(27,258) $(6,713) $(56,706) $1,268,104 
                             
Net income
     115,587               115,587 
Other comprehensive income, net of tax:
                            
Cumulative translation adjustment
        (12,187)           (12,187)
Amortization of post retirement obligations
           728         728 
Net change on derivatives designated as cash flow hedges
              (23,076)     (23,076)
                             
Other comprehensive loss
                    (34,535)
                             
Comprehensive income
                    81,052 
                             
Issuance of 795,589 shares of common stock from issuance of unvested shares, exercise of stock options and deferred compensation plans, net of tax benefit
  11,349                  11,349 
Unvested shares surrendered for tax withholding
                 (743)  (743)
Share-based compensation
  12,858                  12,858 
Cash dividends declared — $.45 per common share
     (36,862)              (36,862)
                             
Balance, September 30, 2010
 $426,612  $975,702  $47,212  $(26,530) $(29,789) $(57,449) $1,335,758 
                             
 
See Notes to Condensed Consolidated Financial Statements.


3


Table of Contents

IDEX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
 
                 
  Nine Months
 
  Ended
 
  September 30, 
  2010  2009 
 
Cash flows from operating activities
        
Net income
 $115,587  $80,304 
Adjustments to reconcile net income to net cash provided by operating activities:
        
Loss on sale of fixed assets
     447 
Depreciation and amortization
  25,608   23,482 
Amortization of intangible assets
  19,280   18,411 
Amortization of debt issuance expenses
  371   232 
Stock-based compensation expense
  12,858   12,781 
Deferred income taxes
  1,210   4,302 
Excess tax benefit from stock-based compensation
  (3,271)  (1,523)
Changes in (net of the effect from acquisitions):
        
Receivables
  (19,684)  20,100 
Inventories
  (27,664)  20,774 
Trade accounts payable
  14,698   (12,762)
Accrued expenses
  22,004   (9,005)
Other — net
  (3,651)  131 
         
Net cash flows provided by operating activities
  157,346   157,674 
Cash flows from investing activities
        
Additions to property, plant and equipment
  (26,006)  (18,346)
Acquisition of businesses, net of cash acquired
  (68,330)   
Proceeds from fixed assets disposals
     3,582 
Other — net
     329 
         
Net cash flows used in investing activities
  (94,336)  (14,435)
Cash flows from financing activities
        
Borrowings under credit facilities for acquisitions
  53,866    
Borrowings under credit facilities
  7,896   64,906 
Proceeds from issuance of senior notes
  96,762    
Payments under credit facilities
  (73,377)  (174,203)
Dividends paid
  (34,082)  (28,969)
Proceeds from stock option exercises
  8,725   3,692 
Excess tax benefit from stock-based compensation
  3,271   1,523 
Other — net
  (743)  (1,204)
         
Net cash flows provided by (used in) financing activities
  62,318   (134,255)
Effect of exchange rate changes on cash and cash equivalents
  7,200   4,092 
         
Net increase in cash
  132,528   13,076 
Cash and cash equivalents at beginning of year
  73,526   61,353 
         
Cash and cash equivalents at end of period
 $206,054  $74,429 
         
Supplemental cash flow information
        
Cash paid for:
        
Interest
 $10,118  $13,400 
Income taxes
  46,347   31,853 
Significant non-cash activities:
        
Debt acquired with acquisition of business
  722    
Issuance of unvested shares
  2,917   4,895 
 
See Notes to Condensed Consolidated Financial Statements.


4


Table of Contents

IDEX CORPORATION AND SUBSIDIARIES
 
(unaudited)
 
1.  Basis of Presentation and Significant Accounting Policies
 
The Condensed Consolidated Financial Statements of IDEX Corporation (“IDEX” or the “Company”) have been prepared in accordance with the instructions toForm 10-Qunder the Securities Exchange Act of 1934, as amended. The statements are unaudited but include all adjustments, consisting only of recurring items, except as noted, which the Company considers necessary for a fair presentation of the information set forth herein. The results of operations for the three and nine months ended September 30, 2010 are not necessarily indicative of the results to be expected for the entire year.
 
The condensed consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company’s Annual Report onForm 10-Kfor the fiscal year ended December 31, 2009.
 
Adoption of New Accounting Standards
 
In January 2010, the Financial Accounting Standards Board (“FASB”) issued ASU2010-06,“Fair Value Measurements and Disclosures (Topic 820).” This Update provides amendments to Subtopic820-10 and related guidance within U.S. Generally Accepted Accounting Principles (“GAAP”) to require disclosure of the transfers in and out of Levels 1 and 2 and a schedule for Level 3 that separately identifies purchases, sales, issuances and settlements and requires more detailed disclosures regarding valuation techniques and inputs. The Company adopted this standard on its effective date, see Note 12 for disclosures associated with the adoption of this standard.
 
In February 2010, the FASB issued ASU2010-09,“Subsequent Events (Topic 855).” This update provides amendments to Subtopic855-10-50-4and related guidance within U.S. GAAP to clarify that an SEC registrant is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic855-10 and the SEC’s requirements. The Company adopted this update on its effective date.
 
2.  Restructuring
 
The Company has recorded restructuring costs as a result of cost reduction efforts and facility closings. Accruals have been recorded based on these costs and primarily consist of employee termination benefits. We record expenses for employee termination benefits based on the guidance of Accounting Standards Codification (“ASC”) 420, “Exit or Disposal Cost Obligations.” These expenses are included in Restructuring expenses in the Condensed Consolidated Statements of Operations while the related restructuring accruals are included in Accrued expenses in our Condensed Consolidated Balance Sheets.
 
During the three and nine months ended September 30, 2010, the Company recorded an additional $3.5 million and $6.4 million, respectively, of pre-tax restructuring expenses related to our 2009 restructuring initiative for employee severance related to employee reductions across various functional areas as well as facility closures resulting from the Company’s cost savings initiatives. In the three and nine months ended September 30, 2009, the Company recorded pre-tax restructuring expenses totaling $2.8 million and $8.3 million, respectively, related to this same initiative. The 2009 initiative has included severance benefits for over 600 employees. This initiative is expected to be completed by the end of 2010 with an expected additional total cost of approximately $1.0-$2.0 million during the remainder of 2010.
 
Pre-tax restructuring expenses, by segment, for the three months ended September 30, 2010 were as follows:
 
             
  Severance
       
  Costs  Exit Costs  Total 
  (in thousands) 
 
Fluid & Metering Technologies
 $1,153  $  $1,153 
Health & Science Technologies
  2,102   269   2,371 
Dispensing Equipment
         
Fire & Safety/Diversified Products
         
             
Total restructuring costs
 $3,255  $269  $3,524 
             


5


Table of Contents

IDEX CORPORATION AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
Pre-tax restructuring expenses, by segment for the three months ended September 30, 2009, were as follows:
 
             
  Severance
       
  Costs  Exit Costs  Total 
  (in thousands) 
 
Fluid & Metering Technologies
 $657  $  $657 
Health & Science Technologies
  841   184   1,025 
Dispensing Equipment
  630      630 
Fire & Safety/Diversified Products
  24      24 
Corporate/Other
  202   214   416 
             
Total restructuring costs
 $2,354  $398  $2,752 
             
 
Pre-tax restructuring expenses, by segment, for the nine months ended September 30, 2010 were as follows:
 
             
  Severance
       
  Costs  Exit Costs  Total 
  (in thousands) 
 
Fluid & Metering Technologies
 $1,864  $202  $2,066 
Health & Science Technologies
  2,948   323   3,271 
Dispensing Equipment
  120      120 
Fire & Safety/Diversified Products
  477      477 
Corporate/Other
  396   92   488 
             
Total restructuring costs
 $5,805  $617  $6,422 
             
 
Pre-tax restructuring expenses, by segment for the nine months ended September 30, 2009, were as follows:
 
             
  Severance
       
  Costs  Exit Costs  Total 
  (in thousands) 
 
Fluid & Metering Technologies
 $2,552  $490  $3,042 
Health & Science Technologies
  2,123   596   2,719 
Dispensing Equipment
  347   860   1,207 
Fire & Safety/Diversified Products
  474      474 
Corporate/Other
  441   370   811 
             
Total restructuring costs
 $5,937  $2,316  $8,253 
             
 
Restructuring accruals of $5.0 million and $6.9 million as of September 30, 2010 and December 31, 2009, respectively, are reflected in Accrued expenses in our Condensed Consolidated Balance Sheets as follows:
 
     
  (In thousands) 
 
Balance at January 1, 2010
 $6,878 
Restructuring costs
  6,422 
Payments/Utilization
  (8,286)
     
Balance at September 30, 2010
 $5,014 
     
 
3.  Acquisitions
 
On April 15, 2010, the Company acquired Seals, Ltd (“Seals”), a leading provider of proprietary high performance seals and advanced sealing solutions for a diverse range of global industries, including analytical instrumentation, semiconductor/solar and process technologies. Seals consists of the Polymer Engineering and Perlast divisions. Seals’ Polymer Engineering division focuses on sealing solutions for hazardous duty applications. The Perlast division produces highly engineered seals for analytical instrumentation, pharmaceutical, electronics,


6


Table of Contents

IDEX CORPORATION AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
and food applications. Headquartered in Blackburn, England, Seals has annual revenues of approximately $32.0 million (£21 million). Seals operates as part of the Health and Science Technologies segment. The Company acquired Seals for an aggregate purchase price of $54.0 million, consisting of $51.3 million in cash and the assumption of approximately $2.7 million of debt related items. The cash payment was financed with borrowings under the Company’s Credit Facility. Goodwill and intangible assets recognized as part of this transaction were $29.9 million and $17.1 million, respectively. The $29.9 million of goodwill is not deductible for tax purposes.
 
On July 21, 2010, the Company acquired OBL, S.r.l. (“OBL”), a leading provider of mechanical and hydraulic diaphragm pumps. OBL provides polymer blending systems and related accessories for a diverse range of global industries, including water, waste water, oil and gas, petro-chemical and power generation markets. Headquartered in Milan, Italy, with annual revenues of approximately $10.9 million (€8.5 million), OBL operates within IDEX’s Fluid and Metering Technologies segment as part of the Water and Waste Water Group. The Company acquired OBL for an aggregate purchase price of $15.4 million, of which $12.8 million in cash was paid as of September 30, 2010 and approximately $2.6 million in cash will be paid in the fourth quarter. Goodwill and intangible assets recognized as part of this transaction were $7.6 million and $4.1 million, respectively. The $7.6 million of goodwill is not deductible for tax purposes.
 
On September 17, 2010, the Company acquired Periflo, a leading provider of peristaltic pumps for the industrial and municipal water and wastewater markets. Periflo offers a complete family of peristaltic hose pumps for a wide variety of applications. Headquartered in Loveland, Ohio, with annual revenues of approximately $3.5 million, Periflo operates within IDEX’s Fluid and Metering Technologies segment as part of the Water and Waste Water Group. The Company acquired Periflo for an aggregate purchase price of $4.2 million, consisting entirely of cash. Goodwill and intangible assets recognized as part of this transaction were $2.3 million and $0.8 million, respectively. The $2.3 million of goodwill is deductible for tax purposes.
 
The purchase price for Seals, OBL and Periflo has been allocated to the assets acquired and liabilities assumed based on estimated fair values at the date of the acquisition. The purchase price allocation is preliminary and further refinements may be necessary pending certain asset and liability valuations.
 
The results of operations for these acquisitions have been included within the Company’s financial results from the date of the acquisition. The Company does not consider these acquisitions to be material to its results of operations for any of the periods presented.
 
4.  Business Segments
 
The Company consists of four reportable business segments: Fluid & Metering Technologies, Health & Science Technologies, Dispensing Equipment and Fire & Safety/Diversified Products.
 
The Fluid & Metering Technologies Segment designs, produces and distributes positive displacement pumps, flow meters, injectors, and other fluid-handling pump modules and systems and provides flow monitoring and other services for water and wastewater. The Health & Science Technologies Segment designs, produces and distributes a wide range of precision fluidics and sealing solutions, including very high precision, low-flow rate pumping solutions required in analytical instrumentation, clinical diagnostics and drug discovery, high performance molded and extruded biocompatible medical devices and implantables, air compressors used in medical, dental and industrial applications, and precision gear and peristaltic pump technologies that meet exacting OEM specifications. The Dispensing Equipment Segment produces precision equipment for dispensing, metering and mixing colorants, paints, and hair colorants and other personal care products used in a variety of retail and commercial businesses around the world. The Fire & Safety/Diversified Products Segment produces firefighting pumps and controls, rescue tools, lifting bags and other components and systems for the fire and rescue industry, and engineered stainless steel banding and clamping devices used in a variety of industrial and commercial applications.


7


Table of Contents

IDEX CORPORATION AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
The Company evaluates segment performance based on several factors, of which operating income is the primary financial measure. Intersegment sales are accounted for at fair value as if the sales were to third parties. Information on the Company’s business segments is presented below.
 
                 
  Three Months
  Nine Months
 
  Ended
  Ended
 
  September 30,  September 30, 
  2010  2009  2010  2009 
     (In thousands)    
 
Net sales
                
Fluid & Metering Technologies:
                
External customers
 $176,685  $156,781  $523,753  $470,271 
Intersegment sales
  196   158   553   686 
                 
Total group sales
  176,881   156,939   524,306   470,957 
                 
Health & Science Technologies:
                
External customers
  103,745   75,365   288,868   219,305 
Intersegment sales
  574   773   3,459   4,837 
                 
Total group sales
  104,319   76,138   292,327   224,142 
                 
Dispensing Equipment:
                
External customers
  26,352   25,580   100,992   104,111 
Intersegment sales
  128      177    
                 
Total group sales
  26,480   25,580   101,169   104,111 
                 
Fire & Safety/Diversified Products:
                
External customers
  66,949   65,523   194,242   192,630 
Intersegment sales
  44   1   143   3 
                 
Total group sales
  66,993   65,524   194,385   192,633 
                 
Intersegment elimination
  (942)  (932)  (4,332)  (5,526)
                 
Total net sales
 $373,731  $323,249  $1,107,855  $986,317 
                 
Operating income (loss)
                
Fluid & Metering Technologies
 $31,554  $25,755  $93,928  $70,731 
Health & Science Technologies
  21,661   14,287   60,649   34,703 
Dispensing Equipment
  2,711   (311)  19,062   13,112 
Fire & Safety/Diversified Products
  17,045   15,932   44,032   42,790 
Corporate office and other
  (10,532)  (9,146)  (34,559)  (28,923)
                 
Total operating income
 $62,439  $46,517  $183,112  $132,413 
                 
 
5.  Earnings Per Common Share
 
Earnings per common share (“EPS”) are computed by dividing net income by the weighted average number of shares of common stock (basic) plus common stock equivalents outstanding (diluted) during the period. Common stock equivalents consist of stock options, which have been included in the calculation of weighted average shares outstanding using the treasury stock method, unvested shares, and shares issuable in connection with certain deferred compensation agreements (“DCUs”).
 
ASC 260 “Earnings Per Share”, (“ASC 260”) concludes that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends participate in undistributed earnings with common shareholders. If awards are considered participating securities, the Company is required to apply the two-class method of


8


Table of Contents

IDEX CORPORATION AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
computing basic and diluted earnings per share. The Company has determined that its outstanding unvested shares are participating securities. Accordingly, earnings per common share are computed using the two-class method prescribed by ASC 260. Net income attributable to common shareholders was reduced by $0.3 million and $0.2 million for the three months ended September 30, 2010 and 2009, respectively. Net income attributable to common shareholders was reduced by $1.0 million and $0.6 million for the nine months ended September 30, 2010 and 2009, respectively.
 
Basic weighted average shares reconciles to diluted weighted average shares as follows:
 
                 
  Three
  Nine
 
  Months
  Months
 
  Ended September 30,  Ended September 30, 
  2010  2009  2010  2009 
     (in thousands)    
 
Basic weighted average common shares outstanding
  80,517   79,740   80,322   79,642 
Dilutive effect of stock options, unvested shares, and DCUs
  1,421   1,139   1,427   893 
                 
Diluted weighted average common shares outstanding
  81,938   80,879   81,749   80,535 
                 
 
Options to purchase approximately 2.9 million and 2.5 million shares of common stock as of September 30, 2010 and 2009, respectively, were not included in the computation of diluted EPS because the exercise price was greater than the average market price of the Company’s common stock and, therefore, the effect of their inclusion would be antidilutive.
 
6.  Inventories
 
The components of inventories as of September 30, 2010 and December 31, 2009 were:
 
         
  September 30,
  December 31,
 
  2010  2009 
  (In thousands) 
 
Raw materials and component parts
 $130,034  $113,777 
Work-in-process
  25,260   20,669 
Finished goods
  54,677   43,626 
         
Total
  209,971   178,072 
Less inventory reserves
  18,273   18,609 
         
Totalinventories-net
 $191,698  $159,463 
         
 
Inventories are stated at the lower of cost or market. Cost, which includes material, labor, and factory overhead, is determined on a FIFO basis.


9


Table of Contents

IDEX CORPORATION AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
7.  Goodwill and Intangible Assets
 
The changes in the carrying amount of goodwill for the nine months ended September 30, 2010, by reportable segment, were as follows:
 
                     
  Fluid &
  Health &
     Fire & Safety/
    
  Metering
  Science
  Dispensing
  Diversified
    
  Technologies  Technologies  Equipment  Products  Total 
  (In thousands) 
 
Balance at December 31, 2009
 $533,979  $392,379  $104,973  $149,114  $1,180,445 
Foreign currency translation
  (4,854)  172   (4,146)  (2,628)  (11,456)
Acquisitions
  9,916   29,851         39,767 
                     
Balance at September 30, 2010
 $539,041  $422,402  $100,827  $146,486  $1,208,756 
                     
 
ASC 350 “Goodwill and Other Intangible Assets” requires that goodwill be tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. Annually on October 31st, goodwill and other acquired intangible assets with indefinite lives are tested for impairment. The Company concluded that the fair value of each of the reporting units was in excess of the carrying value as of October 31, 2009. The Company did not consider there to be any triggering event that would require an interim impairment assessment, therefore none of the goodwill or other acquired intangible assets with indefinite lives were tested for impairment during the nine months ended September 30, 2010.
 
The following table provides the gross carrying value and accumulated amortization for each major class of intangible asset at September 30, 2010 and December 31, 2009:
 
                             
  At September 30, 2010     At December 31, 2009 
  Gross
        Weighted
  Gross
       
  Carrying
  Accumulated
     Average
  Carrying
  Accumulated
    
  Amount  Amortization  Net  Life  Amount  Amortization  Net 
 
Amortizable intangible assets:
                            
Patents
 $9,844  $(4,883) $4,961   11  $9,914  $(4,289) $5,625 
Trade names
  66,349   (13,216)  53,133   15   63,589   (10,144)  53,445 
Customer relationships
  167,986   (44,347)  123,639   12   157,890   (32,422)  125,468 
Non-compete agreements
  4,543   (3,773)  770   4   4,268   (3,356)  912 
Unpatented technology
  42,532   (8,706)  33,826   14   36,047   (6,240)  29,807 
Other
  5,958   (2,409)  3,549   10   6,236   (2,239)  3,997 
                             
Total amortizable intangible assets
  297,212   (77,334)  219,878       277,944   (58,690)  219,254 
Banjo trade name
  62,100      62,100       62,100      62,100 
                             
  $359,312  $(77,334) $281,978      $340,044  $(58,690) $281,354 
                             
 
The Banjo trade name is an indefinite lived intangible asset which is tested for impairment on an annual basis or more frequently if events or changes in circumstances indicate that the asset might be impaired.


10


Table of Contents

IDEX CORPORATION AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
8.  Accrued Expenses
 
The components of accrued expenses as of September 30, 2010 and December 31, 2009 were:
 
         
  September 30,
  December 31,
 
  2010  2009 
  (In thousands) 
 
Payroll and related items
 $49,079  $39,315 
Management incentive compensation
  16,767   12,157 
Income taxes payable
  10,310   3,757 
Insurance
  4,647   4,375 
Warranty
  4,233   4,383 
Deferred revenue
  4,102   4,480 
Restructuring
  5,014   6,878 
Forward setting interest rate contract (see Note 11)
  42,189    
Other
  26,778   23,385 
         
Total accrued expenses
 $163,119  $98,730 
         
 
9.  Other Noncurrent Liabilities
 
The components of noncurrent liabilities as of September 30, 2010 and December 31, 2009 were:
 
         
  September 30,
  December 31,
 
  2010  2009 
  (In thousands) 
 
Pension and retiree medical obligations
 $69,633  $67,426 
Interest rate exchange agreements
  4,659   10,497 
Deferred revenue
  4,539   5,353 
Other
  11,923   16,535 
         
Total other noncurrent liabilities
 $90,754  $99,811 
         
 
10.  Borrowings
 
Borrowings at September 30, 2010 and December 31, 2009 consisted of the following:
 
         
  September 30,
  December 31,
 
  2010  2009 
  (In thousands) 
 
Credit Facility
 $284,866  $298,732 
Term Loan
  90,000   95,000 
Euro-denominated Senior Notes
  110,241    
Other borrowings
  6,522   6,368 
         
Total borrowings
  491,629   400,100 
Less current portion
  11,070   8,346 
         
Total long-term borrowings
 $480,559  $391,754 
         
 
The Company maintains a $600.0 million unsecured domestic, multi-currency bank revolving credit facility (“Credit Facility”), which expires on December 21, 2011. In 2008, the Credit Facility was amended to allow the Company to designate certain foreign subsidiaries as designated borrowers. Upon approval from the lenders, the


11


Table of Contents

IDEX CORPORATION AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
designated borrowers were allowed to receive loans under the Credit Facility. A designated borrower sublimit was established as the lesser of the aggregate commitments or $100.0 million. As of the amendment date, Fluid Management Europe B.V., (FME) was approved by the lenders as a designated borrower. On March 16, 2010, IDEX UK Ltd. (“IDEX UK”) was also approved by the lenders as a designated borrower which allowed them to receive loans under the Credit Facility. FME had no borrowings under the Credit Facility as of September 30, 2010. IDEX UK’s borrowings under the Credit Facility at September 30, 2010 were £22.0 million ($34.9 million). As the IDEX UK’s borrowings under the Credit Facility are British Pound denominated and the cash flows that will be used to make payments of principal and interest are predominately denominated in British Pound, the Company does not anticipate any significant foreign exchange gains or losses in servicing this debt.
 
At September 30, 2010 there was $284.9 million outstanding under the Credit Facility. The net available borrowing under the Credit Facility as of September 30, 2010, was approximately $315.1 million. Interest is payable quarterly on the outstanding borrowings at the bank agent’s reference rate. Interest on borrowings based on LIBOR plus an applicable margin is payable on the maturity date of the borrowing, or quarterly from the effective date for borrowings exceeding three months. The applicable margin is based on the Company’s senior, unsecured, long-term debt rating and can range from 24 basis points to 50 basis points. Based on the Company’s credit rating at September 30, 2010, the applicable margin was 40 basis points. An annual Credit Facility fee, also based on the Company’s credit rating, is currently 10 basis points and is payable quarterly.
 
At September 30, 2010 the Company had one interest rate exchange agreement related to the Credit Facility. The interest rate exchange agreement, expiring in January 2011, effectively converted $250.0 million of floating-rate debt into fixed-rate debt at an interest rate of 3.25%. This fixed rate consists of the fixed rate on the interest rate exchange agreement and the Company’s current margin of 40 basis points on the Credit Facility.
 
On April 18, 2008, the Company completed a $100.0 million unsecured senior bank term loan agreement (“Term Loan”) with covenants consistent with the existing Credit Facility and a maturity on December 21, 2011. At September 30, 2010, there was $90.0 million outstanding under the Term Loan with $7.5 million included within short term borrowings. Interest under the Term Loan is based on the bank agent’s reference rate or LIBOR plus an applicable margin and is payable at the end of the selected interest period, but at least quarterly. The applicable margin is based on the Company’s senior, unsecured, long-term debt rating and can range from 45 to 100 basis points. Based on the Company’s current debt rating, the applicable margin is 80 basis points. The Term Loan requires a repayment of $7.5 million in April 2011, with the remaining balance due on December 21, 2011. The Company used the proceeds from the Term Loan to pay down existing debt outstanding under the Credit Facility.
 
At September 30, 2010 the Company had an interest rate exchange agreement related to the Term Loan that expires in December 2011. With a current notional amount of $90.0 million, the agreement effectively converted $100.0 million of floating-rate debt into fixed-rate debt at an interest rate of 4.00%. The fixed rate consists of the fixed rate on the interest rate exchange agreement and the Company’s current margin of 80 basis points on the Term Loan.
 
On April 15, 2010, the Company entered into a forward setting interest rate contract with a notional amount of $300.0 million and an effective date of December 8, 2010 whereby the Company will pay fixed interest and will receive floating rate interest based on LIBOR on the effective date of December 8, 2010. This swap was entered into in anticipation of the expected issuance of at least $300.0 million of new debt during the fourth quarter of 2010 and was designed to lock in the current market interest rate as of April 15, 2010.
 
On June 9, 2010, the Company completed a private placement of €81.0 million ($96.8 million) aggregate principal amount of 2.58% Series 2010 Senior Notes due June 9, 2015 (“Senior Notes”) pursuant to a Master Note Purchase Agreement, dated June 9, 2010 (the “Purchase Agreement”). The Purchase Agreement provides for the issuance of additional series of notes in the future. The Senior Notes bear interest at a rate of 2.58% per annum and will mature on June 9, 2015. The Senior Notes are unsecured obligations of the Company and rank pari passu in right of payment with all of the Company’s other senior debt. The Company may at any time prepay all or any


12


Table of Contents

IDEX CORPORATION AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
portion of the Senior Notes; provided that such portion is greater than 5% of the aggregate principal amount of Notes then outstanding under the Purchase Agreement. In the event of a prepayment, the Company will pay an amount equal to par plus accrued interest plus a make-whole premium. The Purchase Agreement contains certain covenants that restrict the Company’s ability to, among other things, transfer or sell assets, create liens and engage in certain mergers or consolidations. In addition, the Company must comply with a leverage ratio and interest coverage ratio as set forth in the Purchase Agreement. The Purchase Agreement provides for customary events of default. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding Senior Notes will become due and payable immediately without further action or notice. In the case of payment events of defaults, any holder of the Senior Notes affected thereby may declare all the Senior Notes held by it due and payable immediately. In the case of any other event of default, a majority of the holders of the Senior Notes may declare all the Senior Notes to be due and payable immediately. The Company used a portion of the proceeds from the private placement to pay down existing debt outstanding under the Euro denominated Credit Facility, with the remainder being available for ongoing business activities.
 
11.  Derivative Instruments
 
The Company enters into cash flow hedges to reduce the exposure to variability in certain expected future cash flows. The type of cash flow hedges the Company enters into includes foreign currency contracts and interest rate exchange agreements that effectively convert a portion of floating-rate debt to fixed-rate debt and are designed to reduce the impact of interest rate changes on future interest expense.
 
The effective portion of gains or losses on interest rate exchange agreements is reported in accumulated other comprehensive income in shareholders’ equity and reclassified into net income in the same period or periods in which the hedged transaction affects net income. The remaining gain or loss in excess of the cumulative change in the present value of future cash flows or the hedged item, if any, is recognized into net income during the period of change.
 
Fair values relating to derivative financial instruments reflect the estimated amounts that the Company would receive or pay to sell or buy the contracts based on quoted market prices of comparable contracts at each balance sheet date.
 
At September 30, 2010, the Company had three interest rate exchange agreements. The first interest rate exchange agreement, expiring in January 2011, effectively converted $250.0 million of floating-rate debt into fixed-rate debt at an interest rate of 3.25%. The second interest rate exchange agreement, expiring in December 2011, with a current notional amount of $90.0 million, effectively converted $100.0 million of floating-rate debt into fixed-rate debt at an interest rate of 4.00%. The fixed rate consists of the fixed rate on the interest rate exchange agreements and the Company’s current margin of 40 basis points for the Credit Facility and 80 basis points on the Term Loan. The forward setting interest rate contract currently has a notional amount of $300.0 million and an effective date of December 8, 2010. The Company will pay fixed interest and will receive floating rate interest based on LIBOR on the effective date of December 8, 2010. This instrument was entered into in anticipation of the expected issuance of at least $300.0 million of new debt during the fourth quarter of 2010 and was designed to lock in the current market interest rate as of April 15, 2010.
 
Based on interest rates at September 30, 2010, approximately $7.8 million of the amount included in accumulated other comprehensive income in shareholders’ equity at September 30, 2010 will be recognized to net income over the next 12 months as the underlying hedged transactions are realized.
 
At September 30, 2010, the Company had foreign currency exchange contracts with an aggregate notional amount of $4.0 million to manage its exposure to fluctuations in foreign currency exchange rates. The change in fair market value of these contracts for the nine months ended September 30, 2010 was immaterial.


13


Table of Contents

IDEX CORPORATION AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
The following table sets forth the fair value amounts of derivative instruments held by the Company as of September 30, 2010 and December 31, 2009:
 
           
  Fair Value-Liabilities  
  September 30,
 December 31,
  
  2010 2009 Balance Sheet Caption
  (In thousands)  
 
Forward setting interest rate contract
 $42,189  $  Accrued expenses
Interest rate exchange agreements
  4,659   10,497  Other noncurrent liabilities
Foreign exchange contracts
  133     Accounts receivable
 
The following table summarizes the net change recognized and the amounts and location of income (expense) and gain (loss) reclassified into income for interest rate contracts and foreign currency contracts as of September 30, 2010 and 2009:
 
                   
  Gain (Loss)
    
  Recognized in
      
  Other
 (Expense)
  
  Comprehensive
 and Gain
  
  Income Reclassified into Income  
  Three Months Ended September 30, Income
  2010 2009 2010 2009 Statement Caption
  (In thousands)  
 
Interest rate agreements
 $(16,347) $(751) $(2,146) $(2,148) Interest expense
Foreign exchange contracts
  93   112   36   346  Sales
 
                   
  Gain (Loss)
      
  Recognized in
 (Expense)
  
  Other
 and Gain
  
  Comprehensive
 Reclassified into
  
  Income Income  
  Nine Months Ended September 30, Income
  2010 2009 2010 2009 Statement Caption
  (In thousands)  
 
Interest rate agreements
 $(43,102) $(943) $(6,751) $(5,757) Interest expense
Foreign exchange contracts
  95   493   48   399  Sales
 
12.  Fair Value Measurements
 
ASC 820 “Fair Value Measurements and Disclosures” defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The standard utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
 
  • Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
 
  • Level 2: Inputs, other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
 
  • Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.


14


Table of Contents

IDEX CORPORATION AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
 
The following table summarizes the basis used to measure the Company’s financial assets and liabilities at fair value on a recurring basis in the balance sheet at September 30, 2010 and December 31, 2009:
 
                 
  Basis of Fair Value Measurements
  Balance at
      
  September 30, 2010 Level 1 Level 2 Level 3
  (In thousands)
 
Money market investment
 $70,251  $70,251       
Interest rate agreements
 $46,848     $46,848    
Foreign currency contracts
 $133     $133    
 
                 
  Basis of Fair Value Measurements
  Balance at
      
  December 31, 2009 Level 1 Level 2 Level 3
  (In thousands)
 
Money market investment
 $9,186  $9,186       
Interest rate agreements
 $10,497     $10,497    
 
There were no transfers of assets or liabilities between Level 1 and Level 2 during the first nine months of 2010.
 
In determining the fair value of the Company’s interest rate exchange agreement derivatives, the Company uses a present value of expected cash flows based on market observable interest rate yield curves commensurate with the term of each instrument and the credit default swap market to reflect the credit risk of either the Company or the counterparty.
 
The carrying value of our cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximates their fair values because of the short term nature of these instruments. At September 30, 2010, the fair value of our Credit Facility, Term Loan and Senior Notes, based on the current market rates for debt with similar credit risk and maturity, was approximately $478.8 million compared to the carrying value of $485.1 million.
 
13.  Common and Preferred Stock
 
At September 30, 2010 and December 31, 2009, the Company had 150 million shares of authorized common stock, with a par value of $.01 per share and 5 million shares of preferred stock with a par value of $.01 per share. No preferred stock was issued as of September 30, 2010 and December 31, 2009.
 
14.  Share-Based Compensation
 
During the nine months ending September 30, 2010, the Company granted approximately 0.9 million stock options and 0.3 million unvested shares, respectively. During the nine months ending September 30, 2009, the Company granted approximately 1.2 million stock options and 0.3 million unvested shares, respectively.


15


Table of Contents

IDEX CORPORATION AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
Total compensation cost for stock options is as follows:
 
                 
  Three Months
  Nine Months
 
  Ended September 30,  Ended September 30, 
  2010  2009  2010  2009 
     (In thousands)    
 
Cost of goods sold
 $124  $220  $653  $758 
Selling, general and administrative expenses
  1,402   1,455   5,265   5,109 
                 
Total expense before income taxes
  1,526   1,675   5,918   5,867 
Income tax benefit
  (474)  (531)  (1,887)  (1,889)
                 
Total expense after income taxes
 $1,052  $1,144  $4,031  $3,978 
                 
 
Total compensation cost for unvested shares is as follows:
 
                 
  Three Months
  Nine Months
 
  Ended September 30,  Ended September 30, 
  2010  2009  2010  2009 
     (In thousands)    
 
Cost of goods sold
 $(42) $63  $223  $187 
Selling, general and administrative expenses
  2,044   2,072   6,717   6,727 
                 
Total expense before income taxes
  2,002   2,135   6,940   6,914 
Income tax benefit
  (398)  (384)  (1,448)  (1,167)
                 
Total expense after income taxes
 $1,604  $1,751  $5,492  $5,747 
                 
 
Classification of stock compensation cost within the Consolidated Statements of Operations is consistent with classification of cash compensation for the same employees and $0.1 million of compensation cost was capitalized as part of inventory.
 
As of September 30, 2010, there was $11.9 million of total unrecognized compensation cost related to stock options that is expected to be recognized over a weighted-average period of 1.4 years, and $12.3 million of total unrecognized compensation cost related to unvested shares that is expected to be recognized over a weighted-average period of 1.0 years.
 
15.  Retirement Benefits
 
The Company sponsors several qualified and nonqualified defined benefit and defined contribution pension plans and other postretirement plans for its employees. The following tables provide the components of net periodic benefit cost for its major defined benefit plans and its other postretirement plans.
 
                 
  Pension Benefits 
  Three Months Ended September 30, 
  2010  2009 
  U.S.  Non-U.S.  U.S.  Non-U.S. 
     (In thousands)    
 
Service cost
 $311  $173  $388  $214 
Interest cost
  1,114   519   1,093   549 
Expected return on plan assets
  (1,081)  (80)  (876)  (205)
Net amortization
  1,047   72   1,218   96 
                 
Net periodic benefit cost
 $1,391  $684  $1,823  $654 
                 
 


16


Table of Contents

IDEX CORPORATION AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
                 
  Pension Benefits 
  Nine Months Ended September 30, 
  2010  2009 
  U.S.  Non-U.S.  U.S.  Non-U.S. 
     (In thousands)    
 
Service cost
 $1,249  $357  $1,164  $609 
Interest cost
  3,393   1,071   3,281   1,562 
Expected return on plan assets
  (3,297)  (163)  (2,629)  (577)
Net amortization
  3,301   148   3,654   273 
                 
Net periodic benefit cost
 $4,646  $1,413  $5,470  $1,867 
                 
 
                 
  Other Postretirement Benefits 
  Three Months
  Nine Months
 
  Ended September 30,  Ended September 30, 
  2010  2009  2010  2009 
     (In thousands)    
 
Service cost
 $130  $149  $390  $441 
Interest cost
  259   343   778   1,017 
Net amortization
  (87)  23   (262)  47 
                 
Net periodic benefit cost
 $302  $515  $906  $1,505 
                 
 
The Company previously disclosed in its financial statements for the year ended December 31, 2009, that it expected to contribute approximately $4.7 million to these pension plans and $1.0 million to its other postretirement benefit plans in 2010. As of September 30, 2010, $3.3 million of contributions have been made to the pension plans and $0.7 million have been made to its other postretirement benefit plans. The Company presently anticipates contributing up to an additional $1.7 million in 2010 to fund these pension plans and other postretirement benefit plans.
 
In March of 2010 the United States enacted two new laws relating to healthcare. The enactment of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 has resulted in comprehensive health care reform. The effect of this new legislation is not expected to have a material impact on the consolidated financial position, results of operations or cash flows of the Company.
 
16.  Legal Proceedings
 
The Company is party to various legal proceedings arising in the ordinary course of business, none of which are expected to have a material adverse effect on its business, financial condition, results of operations or cash flows.
 
17.  Income Taxes
 
The Company’s provision for income taxes is based upon estimated annual tax rates for the year applied to federal, state and foreign income. The provision for income taxes increased to $18.6 million in the third quarter of 2010 from $14.2 million in the third quarter of 2009. The effective tax rate increased to 32.6% for the third quarter of 2010 compared to 32.2% in the third quarter of 2009 due to the mix of global pre-tax income among jurisdictions.
 
The provision for income taxes increased to $55.7 million in the first nine months of 2010 from $39.7 million in the same period of 2009. The effective tax rate decreased to 32.5% for the first nine months of 2010 compared to 33.1% in the same period of 2009 primarily due to the mix of global pre-tax income among jurisdictions.
 
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. Due to the potential for resolution of federal, state and foreign examinations, and the

17


Table of Contents

IDEX CORPORATION AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
expiration of various statutes of limitation, it is reasonably possible that the Company’s gross unrecognized tax benefits balance may change within the next twelve months by a range of zero to $1.7 million.
 
18.  Comprehensive Income
 
The components of comprehensive income (loss) are as follows:
 
                 
  Three Months
  Nine Months
 
  Ended September 30,  Ended September 30, 
  2010  2009  2010  2009 
     (In thousands)    
 
Net income
 $38,564  $29,777  $115,587  $80,304 
Other comprehensive income:
                
Unrealized losses on derivatives, net of tax
  (9,080)  (639)  (23,076)  (450)
Pension and other post-retirement plans, net of tax
  (12)  4   728   1,702 
Cumulative translation adjustment
  38,678   11,224   (12,187)  23,558 
                 
Comprehensive income
 $68,150  $40,366  $81,052  $105,114 
                 
 
Foreign currency translation adjustments are generally not adjusted for income taxes as they relate to indefinite investments in non-US subsidiaries.
 
19.  Subsequent Events
 
On November 1, 2010, the Company acquired The Fitzpatrick Company (“Fitzpatrick”) for cash consideration of approximately $21.0 million. Fitzpatrick is a global leader in the design and manufacture of process technologies for the pharmaceutical, food and personal care markets. Fitzpatrick designs and manufactures customized size reduction, roll compaction and drying systems to support their customers’ product development and manufacturing processes. Fitzpatrick will expand the capability of IDEX’s Quadro Engineering by adding coarse particle sizing, roll compaction and drying systems to Quadro’s fine particle processing. Headquartered in Elmhurst, Illinois, Fitzpatrick has annual revenues of approximately $22.0 million. Fitzpatrick will operate in the Chemical Food & Pharmaceutical Group within the Fluid and Metering Technologies segment.


18


Table of Contents

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
Cautionary Statement Under the Private Securities Litigation Reform Act
 
The “Historical Overview” and the “Liquidity and Capital Resources” sections of this management’s discussion and analysis of our financial condition and results of operations contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. These statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this filing. The risks and uncertainties include, but are not limited to, IDEX Corporation’s (“IDEX” or the “Company”) ability to integrate and operate acquired businesses on a profitable basis and other risks and uncertainties identified under the heading “Risk Factors” included in item 1A of the Company’s Annual Report onForm 10-Kfor the year ended December 31, 2009 and information contained in subsequent periodic reports filed by IDEX with the Securities and Exchange Commission. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented here.
 
Historical Overview
 
IDEX Corporation is an applied solutions company specializing in fluid and metering technologies, health and science technologies, dispensing equipment, and fire, safety and other diversified products built to its customers’ specifications. Our products are sold in niche markets to a wide range of industries throughout the world. Accordingly, our businesses are affected by levels of industrial activity and economic conditions in the U.S. and in other countries where we do business and by the relationship of the U.S. dollar to other currencies. Levels of capacity utilization and capital spending in certain industries and overall industrial activity are among the factors that influence the demand for our products.
 
The Company consists of four reportable segments: Fluid & Metering Technologies, Health & Science Technologies, Dispensing Equipment and Fire & Safety/Diversified Products.
 
The Fluid & Metering Technologies Segment designs, produces and distributes positive displacement pumps, flow meters, injectors, and other fluid-handling pump modules and systems and provides flow monitoring and other services for water and wastewater. The Health & Science Technologies Segment designs, produces and distributes a wide range of precision fluidics solutions, including very high precision, low-flow rate pumping solutions required in analytical instrumentation, clinical diagnostics and drug discovery, high performance molded and extruded biocompatible medical devices and implantables, air compressors used in medical, dental and industrial applications, and precision gear and peristaltic pump technologies that meet exacting OEM specifications. The Dispensing Equipment Segment produces precision equipment for dispensing, metering and mixing colorants, paints, and hair colorants and other personal care products used in a variety of retail and commercial businesses around the world. The Fire & Safety/Diversified Products Segment produces firefighting pumps and controls, rescue tools, lifting bags and other components and systems for the fire and rescue industry, and engineered stainless steel banding and clamping devices used in a variety of industrial and commercial applications
 
Results of Operations
 
The following is a discussion and analysis of our financial position and results of operations for the periods ended September 30, 2010 and 2009. For purposes of this discussion and analysis section, reference is made to the table below and the Company’s Condensed Consolidated Statements of Operations included in Item 1.
 
Performance in the Three Months Ended September 30, 2010 Compared with the Same Period of 2009
 
Sales in the three months ended September 30, 2010 were $373.7 million, a 16% increase from the comparable period last year. This increase reflects a 14% increase in organic sales and 4% from acquisition (Seals — April 2010 and OBL — July 2010), partially offset by 2% from unfavorable foreign currency translation. Sales to international customers represented approximately 50% of total sales in the current period compared to 48% in the same period in 2009.


19


Table of Contents

For the third quarter of 2010, Fluid & Metering Technologies contributed 47 percent of sales and 43 percent of operating income; Health & Science Technologies accounted for 28 percent of sales and 30 percent of operating income; Dispensing Equipment accounted for 7 percent of sales and 4 percent of operating income; and Fire & Safety/Diversified Products represented 18 percent of sales and 23 percent of operating income.
 
Fluid & Metering Technologies sales of $176.9 million for the three months ended September 30, 2010 increased $19.9 million, or 13% compared with 2009, reflecting a 14% increase in organic growth, 1% from acquisition (OBL — July 2010) and 2% unfavorable foreign currency translation. The increase in organic growth was driven by strong global growth in chemical, food, pharma and water and waste water markets. In the third quarter of 2010, organic sales increased approximately 17% domestically and 11% internationally. Organic business sales to customers outside the U.S. were approximately 46% of total segment sales during the third quarter of 2010 and 41% in 2009.
 
Health & Science Technologies sales of $104.3 million increased $28.2 million, or 37% in the third quarter of 2010 compared with 2009. This reflects a 24% increase in organic growth and 14% from acquisition (Seals — April 2010), partially offset by 1% from unfavorable foreign currency translation. The increase in organic growth reflects market strength across all Health & Science Technologies products. In the third quarter of 2010, organic sales increased 20% domestically and 30% internationally. Organic business sales to customers outside the U.S. were approximately 43% of total segment sales in the third quarter of 2010, compared to 46% in 2009.
 
Dispensing Equipment sales of $26.5 million increased $0.9 million, or 4% in the third quarter of 2010 compared with 2009. This increase reflects 9% from organic sales, partially offset by 5% unfavorable foreign currency translation. The increase in organic growth is due to strength in Asia and parts of Eastern Europe, partially offset by market softness in North America and Western Europe. In the third quarter of 2010, organic sales increased 22% domestically and 5% internationally. Organic sales to customers outside the U.S. were approximately 74% of total segment sales in the third quarter of 2010, compared with 78% in the comparable quarter of 2009.
 
Fire & Safety/Diversified Products sales of $67.0 million increased $1.5 million, or 2% in the third quarter of 2010 compared with 2009. This change reflects a 6% increase in organic business volume, partially offset by 4% unfavorable foreign currency translation. The change in organic business reflects strength in rescue equipment and engineered band clamping systems, partially offset by weakness in fire suppression. In the third quarter of 2010, organic business sales decreased 1% domestically and increased 12% internationally. Organic sales to customers outside the U.S. were approximately 56% of total segment sales in the third quarter of 2010, compared to 55% in 2009.
 


20


Table of Contents

                 
  Three Months
 Nine Months
  Ended September 30,(1) Ended September 30,(1)
  2010 2009 2010 2009
 
Fluid & Metering Technologies
                
Net sales
 $176,881  $156,939  $524,306  $470,957 
Operating income(2)
  31,554   25,755   93,928   70,731 
Operating margin
  17.8%  16.4%  17.9%  15.0%
Depreciation and amortization
 $8,335  $8,061  $24,560  $24,396 
Capital expenditures
  3,359   3,810   13,030   9,682 
Health & Science Technologies
                
Net sales
 $104,319  $76,138  $292,327  $224,142 
Operating income(2)
  21,661   14,287   60,649   34,703 
Operating margin
  20.8%  18.8%  20.7%  15.5%
Depreciation and amortization
 $4,640  $3,866  $12,519  $10,579 
Capital expenditures
  2,295   1,879   6,059   3,793 
Dispensing Equipment
                
Net sales
 $26,480  $25,580  $101,169  $104,111 
Operating income (loss)(2)
  2,711   (311)  19,062   13,112 
Operating margin
  10.2%  (1.2)%  18.8%  12.6%
Depreciation and amortization
 $816  $670  $2,980  $2,340 
Capital expenditures
  245   292   887   850 
Fire & Safety/Diversified Products
                
Net sales
 $66,993  $65,524  $194,385  $192,633 
Operating income(2)
  17,045   15,932   44,032   42,790 
Operating margin
  25.4%  24.3%  22.7%  22.2%
Depreciation and amortization
 $1,195  $1,287  $3,993  $3,815 
Capital expenditures
  786   853   2,662   2,569 
Company
                
Net sales
 $373,731  $323,249  $1,107,855  $986,317 
Operating income(2)
  62,439   46,517   183,112   132,413 
Operating margin
  16.7%  14.4%  16.5%  13.4%
Depreciation and amortization(3)
 $15,235  $14,135  $44,888  $41,893 
Capital expenditures
  7,936   7,081   25,972   18,303 
 
 
(1) Data includes acquisitions of OBL (July 2010) in the Fluid & Metering Technologies Group and Seals (April 2010) in the Health & Science Technologies Group from the date of acquisition.
 
(2) Segment operating income excludes unallocated corporate operating expenses.
 
(3) Excludes amortization of debt issuance expenses.
 
Gross profit of $154.1 million in the third quarter of 2010 increased $25.1 million, or 19% from 2009. Gross profit as a percent of sales was 41.2% in the third quarter of 2010 and 39.9% in 2009. The increase in gross margin primarily reflects higher sales volume and change in product mix.
 
Selling, general and administrative (“SG&A”) expenses increased to $88.2 million in the third quarter of 2010 from $79.8 million in 2009. The $8.4 million increase reflects approximately $4.9 million for volume related expenses and $3.5 million for incremental costs associated with the acquisitions of Seals in April 2010 and OBL in July 2010. As a percent of sales, SG&A expenses were 23.6% for 2010 and 24.7% for 2009.

21


Table of Contents

During the three months ended September 30, 2010, the Company recorded pre-tax restructuring expenses totaling $3.5 million, while $2.8 million was recorded for the same period in 2009. These restructuring expenses were mainly attributable to employee severance related to employee reductions across various functional areas and facility closures resulting from the Company’s cost savings initiatives.
 
Operating income of $62.4 million and operating margins of 16.7% in the third quarter of 2010 were up from the $46.5 million and 14.4% recorded in 2009, primarily reflecting an increase in volume and cost reductions due to our restructuring initiatives. In the Fluid & Metering Technologies Segment, operating income of $31.6 million and operating margins of 17.8% in the third quarter of 2010 were up from the $25.8 million and 16.4% recorded in 2009, principally due to higher sales and cost reduction initiatives. In the Health & Science Technologies Segment, operating income of $21.7 million and operating margins of 20.8% in the third quarter of 2010 were up from the $14.3 million and 18.8% recorded in 2009 due to higher volume and cost reduction initiatives. In the Dispensing Equipment Segment, operating income of $2.7 million and operating margins of 10.2% in the third quarter of 2010 were up from the $0.3 million of operating loss and (1.2)% recorded in 2009 due to volume, cost reduction initiatives and improved productivity. Operating income and operating margins in the Fire & Safety/Diversified Products Segment of $17.0 million and 25.4%, respectively, were higher than the $15.9 million and 24.3% recorded in 2009 due to higher sales and favorable mix.
 
Other expense of $1.1 million in 2010 was unfavorable compared with the $1.4 million gain in 2009, due to unfavorable foreign currency translation.
 
Interest expense increased slightly to $4.2 million in 2010 from $4.0 million in 2009.
 
The provision for income taxes is based upon estimated annual tax rates for the year applied to federal, state and foreign income. The provision for income taxes increased to $18.6 million in the third quarter of 2010 compared to the third quarter of 2009, which was $14.2 million. The effective tax rate increased to 32.6% for the third quarter of 2010 compared to 32.2% in the third quarter of 2009 due to the mix of global pre-tax income among jurisdictions.
 
Net income for the current quarter of $38.6 million increased from the $29.8 million earned in the third quarter of 2009. Diluted earnings per share in the third quarter of 2010 of $0.47 increased $0.10, or 28%, compared with the third quarter of 2009.
 
Performance in the Nine Months Ended September 30, 2010 Compared with the Same Period of 2009
 
Sales in the nine months ended September 30, 2010 were $1,107.9 million, a 12% increase from the comparable period last year. This increase reflects a 10% increase in organic sales and 2% from acquisition (Seals — April 2010 and OBL — July 2010). Sales to international customers represented approximately 48% of total sales in the current period compared to 46% in the same period in 2009.
 
For the first nine months of 2010, Fluid & Metering Technologies contributed 47 percent of sales and 43 percent of operating income; Health & Science Technologies accounted for 26 percent of sales and 28 percent of operating income; Dispensing Equipment accounted for 9 percent of sales and 9 percent of operating income; and Fire & Safety/Diversified Products represented 18 percent of sales and 20 percent of operating income.
 
Fluid & Metering Technologies sales of $524.3 million for the nine months ended September 30, 2010 increased $53.3 million, or 11% compared with 2009, reflecting an 11% increase in organic growth. The increase in organic growth was driven by strong global growth across chemical, food, pharma and water and waste water markets. In the first nine months of 2010, organic sales increased approximately 13% domestically and 10% internationally. Organic business sales to customers outside the U.S. were approximately 45% of total segment sales during the first nine months of 2010 and 40% in 2009.
 
Health & Science Technologies sales of $292.3 million increased $68.2 million, or 30% in the first nine months of 2010 compared with 2009. This reflects a 22% increase in organic growth and 8% from acquisition (Seals — April 2010). The increase in organic growth reflects market strength across all Health & Science Technologies products. In the first nine months of 2010, organic sales increased 18% domestically and 30% internationally. Organic business sales to customers outside the U.S. were approximately 41% of total segment sales in the first nine months of 2010, compared to 40% in 2009.


22


Table of Contents

Dispensing Equipment sales of $101.2 million decreased $2.9 million, or 3% in the first nine months of 2010 compared with 2009. This reflects a 2% decrease in organic growth and 1% unfavorable foreign currency translation. The decrease in organic growth is due to market softness in North America. In the first nine months of 2010, organic sales decreased 13% domestically and increased 5% internationally. Organic sales to customers outside the U.S. were approximately 66% of total segment sales in the first nine months of 2010, compared with 64% in the comparable period of 2009.
 
Fire & Safety/Diversified Products sales of $194.4 million increased $1.8 million, or 1% in the first nine months of 2010 compared with 2009. This reflects a 2% increase in organic growth, partially offset by 1% unfavorable foreign currency translation. The change in organic business reflects strength in engineered band clamping systems, partially offset by weakness in fire suppression. In the first nine months of 2010, organic business sales decreased 5% domestically and increased 8% internationally. Organic sales to customers outside the U.S. were approximately 55% of total segment sales in the first nine months of both 2010 and 2009.
 
Gross profit of $456.5 million in the first nine months of 2010 increased $73.1 million, or 19% from 2009. Gross profit as a percent of sales was 41.2% in the first nine months of 2010 and 38.9% in 2009. The increase in gross margin primarily reflects higher sales volume and change in product mix.
 
SG&A expenses increased to $267.0 million in the first nine months of 2010 from $242.7 million in 2009. The $24.3 million increase reflects approximately $18.8 million for volume related expenses and $5.5 million for incremental costs associated with the acquisitions of Seals in April 2010 and OBL in July 2010. As a percent of sales, SG&A expenses were 24.1% for 2010 and 24.6% for 2009.
 
During the nine months ended September 30, 2010, the Company recorded pre-tax restructuring expenses totaling $6.4 million, while $8.3 million was recorded for the same period in 2009. These restructuring expenses were mainly attributable to employee severance related to employee reductions across various functional areas and facility closures resulting from the Company’s cost savings initiatives.
 
Operating income of $183.1 million and operating margins of 16.5% in the first nine months of 2010 were up from the $132.4 million and 13.4% recorded in 2009, primarily reflecting an increase in volume and cost reductions due to our restructuring initiatives. In the Fluid & Metering Technologies Segment, operating income of $93.9 million and operating margins of 17.9% in the first nine months of 2010 were up from the $70.7 million and 15.0% recorded in 2009 principally due to higher sales and cost reduction initiatives. In the Health & Science Technologies Segment, operating income of $60.6 million and operating margins of 20.7% in the first nine months of 2010 were up from the $34.7 million and 15.5% recorded in 2009 due to higher volume and cost reduction initiatives. In the Dispensing Equipment Segment, operating income of $19.1 million and operating margins of 18.8% in the first nine months of 2010 were up from the $13.1 million and 12.6% recorded in 2009, due to cost reduction initiatives and improved productivity. Operating income and operating margin in the Fire & Safety/Diversified Products Segment of $44.0 million and 22.7% were up from the $42.8 million and 22.2% recorded in 2009 due to higher sales and favorable mix.
 
Other expense of $0.6 million in 2010 was unfavorable compared with the $0.8 million gain in 2009, primarily due to unfavorable foreign currency translation.
 
Interest expense decreased to $11.2 million in 2010 from $13.2 million in 2009. The decrease was principally due to lower debt levels and a lower interest rate environment.
 
The provision for income taxes is based upon estimated annual tax rates for the year applied to federal, state and foreign income. The provision for income taxes increased to $55.7 million for the first nine months of 2010 compared to the same period in 2009, which was $39.7 million. The effective tax rate decreased to 32.5% for the first nine months of 2010 compared to 33.1% in the same period of 2009 due to the mix of global pre-tax income among jurisdictions.
 
Net income for the current period of $115.6 million increased from the $80.3 million earned in the first nine months of 2009. Diluted earnings per share in the first nine months of 2010 of $1.40 increased $0.41, or 41%, compared with the first nine months of 2009.


23


Table of Contents

 
Liquidity and Capital Resources
 
At September 30, 2010, working capital was $380.1 million and our current ratio was 2.4 to 1. Cash flows from operating activities of $157.3 million were flat compared to the same period in 2009.
 
Cash flows provided by operations were more than adequate to fund capital expenditures of $26.0 million and $18.3 million in the first nine months of 2010 and 2009, respectively. Capital expenditures were generally for machinery and equipment that improved productivity and tooling to support the global sourcing initiatives, although a portion was for business system technology and replacement of equipment and facilities. Management believes that the Company has ample capacity in its plants and equipment to meet expected needs for future growth in the intermediate term.
 
The Company acquired Seals in April 2010 for cash consideration of $51.3 million and the assumption of approximately $2.7 million in debt related items, OBL in July 2010 for cash consideration of $12.8 million and approximately $2.6 in cash to be paid in the fourth quarter and Periflo in September 2010 for cash consideration of $4.2 million. The cash payment for Seals was financed by borrowings under the Company’s credit facility.
 
The Company maintains a $600.0 million unsecured domestic, multi-currency bank revolving Credit Facility, which expires on December 21, 2011. At September 30, 2010 there was $284.9 million outstanding under the Credit Facility. The net available borrowing under the Credit Facility as of September 30, 2010, was approximately $315.1 million. Interest is payable quarterly on the outstanding borrowings at the bank agent’s reference rate. Interest on borrowings based on LIBOR plus an applicable margin is payable on the maturity date of the borrowing, or quarterly from the effective date for borrowings exceeding three months. The applicable margin is based on the Company’s senior, unsecured, long-term debt rating and can range from 24 basis points to 50 basis points. Based on the Company’s credit rating at September 30, 2010, the applicable margin was 40 basis points. An annual Credit Facility fee, also based on the Company’s credit rating, is currently 10 basis points and is payable quarterly.
 
At September 30, 2010 the Company has one interest rate exchange agreement related to the Credit Facility. The interest rate exchange agreement, expiring in January 2011, effectively converted $250.0 million of floating-rate debt into fixed-rate debt at an interest rate of 3.25%. The fixed rate noted above consists of the fixed rate on the interest rate exchange agreement and the Company’s current margin of 40 basis points on the Credit Facility.
 
On April 18, 2008, the Company completed a $100.0 million unsecured senior bank term loan agreement (“Term Loan”), with covenants consistent with the existing Credit Facility and a maturity on December 21, 2011. At September 30, 2010, there was $90.0 million outstanding under the Term Loan with $7.5 million included within short term borrowings. Interest under the Term Loan is based on the bank agent’s reference rate or LIBOR plus an applicable margin and is payable at the end of the selected interest period, but at least quarterly. The applicable margin is based on the Company’s senior, unsecured, long-term debt rating and can range from 45 to 100 basis points. Based on the Company’s current debt rating, the applicable margin is 80 basis points. The Term Loan requires a repayment of $7.5 million in April 2011, with the remaining balance due on December 21, 2011. The Company used the proceeds from the Term Loan to pay down existing debt outstanding under the Credit Facility. At September 30, 2010 the Company has an interest rate exchange agreement related to the Term Loan that expires in December 2011. With a current notional amount of $90.0 million, the agreement effectively converted $100.0 million of floating-rate debt into fixed-rate debt at an interest rate of 4.00%. The fixed rate consists of the fixed rate on the interest rate exchange agreement and the Company’s current margin of 80 basis points on the Term Loan.
 
On April 15, 2010, the Company entered into a forward setting interest rate contract with a notional amount of $300.0 million and an effective date of December 8, 2010 whereby the Company will pay fixed interest and will receive floating rate interest based on LIBOR on the effective date of December 8, 2010. This instrument was entered into in anticipation of the expected issuance of at least $300.0 million of new debt during the fourth quarter of 2010 and was designed to lock in the current market interest rate as of April 15, 2010.
 
On June 9, 2010, the Company completed a private placement of €81.0 million ($96.8 million) aggregate principal amount of 2.58% Series 2010 Senior Notes due June 9, 2015 (“Senior Notes”) pursuant to a Master Note Purchase Agreement, dated June 9, 2010 (the “Purchase Agreement”). The Purchase Agreement provides for the issuance of additional series of notes in the future. The Senior Notes bear interest at a rate of 2.58% per annum and


24


Table of Contents

will mature on June 9, 2015. The Senior Notes are unsecured obligations of the Company and rank pari passu in right of payment with all of the Company’s other senior debt. The Company may at any time prepay all or any portion of the Senior Notes; provided that such portion is greater than 5% of the aggregate principal amount of the Senior Notes then outstanding under the Purchase Agreement. In the event of a prepayment, the Company will pay an amount equal to par plus accrued interest plus a make-whole premium. The Purchase Agreement contains certain covenants that restrict the Company’s ability to, among other things, transfer or sell assets, create liens and engage in certain mergers or consolidations. In addition, the Company must comply with a leverage ratio and interest coverage ratio as set forth in the Purchase Agreement. The Purchase Agreement provides for customary events of default. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding Senior Notes will become due and payable immediately without further action or notice. In the case of payment events of defaults, any holder of the Senior Notes affected thereby may declare all the Senior Notes held by it due and payable immediately. In the case of any other event of default, a majority of the holders of the Senior Notes may declare all the Senior Notes to be due and payable immediately. The Company used a portion of the proceeds from the private placement to pay down existing debt outstanding under the Euro denominated Credit Facility, with the remainder being available for ongoing business activities.
 
We believe for the next 12 months that cash flow from operations and our availability under the Credit Facility will be sufficient to meet our operating requirements, interest on all borrowings, required debt repayments, any authorized share repurchases, planned capital expenditures, and annual dividend payments to holders of common stock. In the event that suitable businesses are available for acquisition upon terms acceptable to the Board of Directors, we may obtain all or a portion of the financing for the acquisitions through the incurrence of additional long-term borrowings.
 
Item 3.  Quantitative and Qualitative Disclosures About Market Risk.
 
The Company is subject to market risk associated with changes in foreign currency exchange rates and interest rates. We may, from time to time, enter into foreign currency forward contracts and interest rate swaps on our debt when we believe there is a financial advantage in doing so. A treasury risk management policy, adopted by the Board of Directors, describes the procedures and controls over derivative financial and commodity instruments, including foreign currency forward contracts and interest rate swaps. Under the policy, we do not use derivative financial or commodity instruments for trading purposes, and the use of these instruments is subject to strict approvals by senior officers. Typically, the use of derivative instruments is limited to foreign currency forward contracts and interest rate swaps on the Company’s outstanding long-term debt. The Company’s exposure related to derivative instruments primarily relates to the forward setting interest rate contract, a 25-basis point movement in the ten year U.S. treasury yield would result in an approximate $7.0 million change in the value of the forward setting interest rate contract.
 
The Company’s foreign currency exchange rate risk is limited principally to the Euro, British Pound, Canadian Dollar and Chinese Renminbi. We manage our foreign exchange risk principally through invoicing our customers in the same currency as the source of our products. The effect of transaction gains and losses is reported within “Other income (expense)-net” on the Condensed Consolidated Statements of Operations.
 
The Company’s interest rate exposure is primarily related to the $491.6 million of total debt outstanding at September 30, 2010. Approximately 8% of the debt is priced at interest rates that float with the market. A 50-basis point movement in the interest rate on the floating rate debt would result in an approximate $0.2 million annualized increase or decrease in interest expense and cash flows. The remaining debt is fixed rate debt.
 
Item 4.  Controls and Procedures.
 
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed


25


Table of Contents

and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
 
As required by SECRule 13a-15(b),the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded as of September 30, 2010 that the Company’s disclosure controls and procedures were effective.
 
There has been no change in the Company’s internal controls over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.
 
During the first nine months of 2010, the Company implemented a new ERP system at one of our larger business units. The Company believes that effective internal control over financial reporting was maintained during and after this conversion.
 
PART II. OTHER INFORMATION
 
Item 1.  Legal Proceedings.
 
The Company and six of its subsidiaries are presently named as defendants in a number of lawsuits claiming various asbestos-related personal injuries, allegedly as a result of exposure to products manufactured with components that contained asbestos. Such components were acquired from third party suppliers, and were not manufactured by any of the subsidiaries. To date, the majority of the Company’s settlements and legal costs, except for costs of coordination, administration, insurance investigation and a portion of defense costs, have been covered in full by insurance subject to applicable deductibles. However, the Company cannot predict whether and to what extent insurance will be available to continue to cover such settlements and legal costs, or how insurers may respond to claims that are tendered to them.
 
Claims have been filed in jurisdictions throughout the United States. Most of the claims resolved to date have been dismissed without payment. The balance have been settled for various insignificant amounts. Only one case has been tried, resulting in a verdict for the Company’s business unit.
 
No provision has been made in the financial statements of the Company, other than for insurance deductibles in the ordinary course, and the Company does not currently believe the asbestos-related claims will have a material adverse effect on the Company’s business, financial position, results of operations or cash flows.
 
The Company is also party to various other legal proceedings arising in the ordinary course of business, none of which is expected to have a material adverse effect on its business, financial condition, results of operations or cash flows.


26


Table of Contents

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.
 
                 
        Total Number of
  Maximum Dollar
 
        Shares Purchased as
  Value that May Yet
 
        Part of Publicly
  be Purchased
 
  Total Number of
  Average Price
  Announced Plans
  Under the Plans
 
Period Shares Purchased  Paid per Share  or Programs(1)  or Programs(1) 
 
July 1, 2010 to
July 31, 2010
          $75,000,020 
August 1, 2010 to
August 31, 2010
          $75,000,020 
September 1, 2010 to
September 30, 2010
          $75,000,020 
                 
Total
          $75,000,020 
                 
 
 
(1) On April 21, 2008, IDEX’s Board of Directors authorized the repurchase of up to $125.0 million of its outstanding common shares either in the open market or through private transactions.
 
Item 5.  Other Information.
 
There has been no material change to the procedures by which security holders may recommend nominees to the Company’s board.
 
Item 6.  Exhibits.
 
The exhibits listed in the accompanying “Exhibit Index” are filed as part of this report.


27


Table of Contents

 
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 thereunto duly authorized.
 
 
IDEX Corporation
/s/  Dominic A. Romeo
Dominic A. Romeo
Vice President and Chief Financial Officer
(duly authorized principal financial officer)
 
/s/  Michael J. Yates
Michael J. Yates
Vice President and Chief Accounting Officer
(duly authorized principal accounting officer)
 
November 3, 2010


28


Table of Contents

 
EXHIBIT INDEX
 
     
Exhibit
  
Number Description
 
 3.1 Restated Certificate of Incorporation of IDEX Corporation (formerly HI, Inc.) (incorporated by reference to Exhibit No. 3.1 to the Registration Statement onForm S-1of IDEX, et al., RegistrationNo. 33-21205,as filed on April 21, 1988)
 3.1(a) Amendment to Restated Certificate of Incorporation of IDEX Corporation (formerly HI, Inc.), (incorporated by reference to Exhibit No. 3.1(a) to the Quarterly Report of IDEX onForm 10-Qfor the quarter ended March 31, 1996, Commission FileNo. 1-10235)
 3.1(b) Amendment to Restated Certificate of Incorporation of IDEX Corporation (incorporated by reference to Exhibit No. 3.1(b) to the Current Report of IDEX onForm 8-Kdated March 24, 2005, Commission FileNo. 1-10235)
 3.2 Amended and Restated By-Laws of IDEX Corporation (incorporated by reference to Exhibit No. 3.2 to Post-Effective Amendment No. 2 to the Registration Statement onForm S-1of IDEX, et al., RegistrationNo. 33-21205,as filed on July 17, 1989)
 3.2(a) Amended and Restated Article III, Section 13 of the Amended and Restated By-Laws of IDEX Corporation (incorporated by reference to Exhibit No. 3.2(a) to Post-Effective Amendment No. 3 to the Registration Statement onForm S-1of IDEX, et al., RegistrationNo. 33-21205,as filed on February 12, 1990)
 4.1 Restated Certificate of Incorporation and By-Laws of IDEX Corporation (filed as Exhibits No. 3.1 through 3.2(a))
 4.2 Specimen Certificate of Common Stock of IDEX Corporation (incorporated by reference to Exhibit No. 4.3 to the Registration Statement onForm S-2of IDEX, et al., RegistrationNo. 33-42208,as filed on September 16, 1991)
 4.3 Credit Agreement, dated as of December 21, 2006, among IDEX Corporation, Bank of America N.A. as Agent and Issuing Bank, and the other financial institutions party hereto (incorporated by reference to Exhibit No. 10.1 to the Current Report of IDEX onForm 8-Kdated December 22, 2006, Commission FileNo. 1-10235)
 4.3(a) Amendment No. 2 to Credit Agreement, dated as of September 29, 2008, among IDEX Corporation, Bank of America N.A. as Agent and Issuing Bank, and the other financial institutions party hereto (incorporated by reference to Exhibit No. 4.3(a) to the Quarterly Report of IDEX onForm 10-Qfor the quarter ended September 30, 2008, Commission FileNo. 1-10235)
 4.4 Term Loan Agreement, dated April 18, 2008, among IDEX Corporation, Bank of America N.A. as Agent, and the other financial institutions party hereto (incorporated by reference to Exhibit No. 10.1 to the Current Report of IDEX onForm 8-Kdated April 18, 2008, Commission FileNo. 1-10235)
 4.5 Master Note Purchase agreement, dated as of June 9, 2010, between IDEX Corporation, J.P. Morgan Securities, Inc. and Wells Fargo Securities as agents, relating to the 2.58% of Senior Notes of IDEX due June 9, 2015 (incorporated by reference to Exhibit No. 4.1 to the Current Report of IDEX onForm 8-Kdated June 14, 2010, Commission FileNo. 1-10235)
 *31.1 Certification of Chief Executive Officer Pursuant toRule 13a-14(a)orRule 15d-14(a)
 *31.2 Certification of Chief Financial Officer Pursuant toRule 13a-14(a)orRule 15d-14(a)
 *32.1 Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code
 *32.2 Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code
 
 
* Filed herewith


29