UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K | | | | | |
| ☑ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2024 | | | | | |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from to |
Commission file number 1-10235
IDEX CORPORATION
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | | | | | | | |
| Delaware | | 36-3555336 |
| (State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
| 3100 Sanders Road, | Suite 301, | Northbrook, | Illinois | | 60062 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (847) 498-7070
Securities Registered Pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $.01 per share | IEX | New York Stock Exchange |
Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ
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 ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Large accelerated filer | ☑ | | Accelerated filer ☐ | | Non-accelerated filer ☐ | | Smaller reporting company | ☐ |
| Emerging growth company | ☐ | | | | | | | |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No þ
The aggregate market value, as of the last business day of the registrant’s most recently completed second fiscal quarter, of the common stock (based on the June 28, 2024 closing price of $201.20) held by non-affiliates of IDEX Corporation was $15,227,465,474.
The number of shares outstanding of IDEX Corporation’s common stock, par value $.01 per share, as of February 14, 2025 was 75,784,047.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement with respect to the IDEX Corporation 2025 annual meeting of stockholders (the “2025 Proxy Statement”) are incorporated by reference into Part III of this Form 10-K.
Cautionary Statement Under the Private Securities Litigation Reform Act
This annual report on Form 10-K, including the “Overview,” “Results of Operations,” “Liquidity and Capital Resources” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements may relate to, among other things, the Company’s business strategy, outlook and full year 2025 focus and the assumptions underlying these expectations, plant and equipment capacity for future growth, planned production, anticipated future acquisition behavior, resource and capital deployment, anticipated trends in end markets including expectations regarding market sector contraction, recovery, stabilization or growth and underlying drivers of such expectations, demand within end markets, availability and sufficiency of cash and financing alternatives, anticipated benefits and restructuring charges related to the Company’s recently initiated organizational changes, the anticipated tax treatment of the Company’s recent acquisitions and the anticipated benefits of the Company’s recent or future acquisitions, and are indicated by words or phrases such as “anticipates,” “estimates,” “plans,” “guidance,” “expects,” “projects,” “forecasts,” “should,” “could,” “will,” “management believes,” “the Company believes,” “the Company intends” 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 report.
The risks and uncertainties include, but are not limited to, the following: levels of industrial activity and economic conditions in the U.S. and other countries around the world, including uncertainties in the financial markets; pricing pressures, including inflation and rising interest rates, and other competitive factors and levels of capital spending in certain industries; the impact of catastrophic weather events, natural disasters and public health threats; economic and political consequences resulting from terrorist attacks and wars; the Company’s ability to make acquisitions and to integrate and operate acquired businesses on a profitable basis; cybersecurity incidents; the relationship of the U.S. dollar to other currencies and its impact on pricing and cost competitiveness; political and economic conditions in countries in which the Company operates; developments with respect to trade policy and existing, new or increased tariffs or other similar measures; interest rates; capacity utilization and the effect this has on costs; labor markets; supply chain conditions; market conditions and material costs; risks related to environmental, social and corporate governance issues, including those related to climate change and sustainability; and developments with respect to contingencies, such as litigation and environmental matters, and the other risk factors discussed in Item 1A, “Risk Factors” of this annual report on Form 10-K. The forward-looking statements included here are only made as of the date of this report, and management undertakes no obligation to publicly update them to reflect subsequent events or circumstances, except as may be required by law. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented here.
The Company also routinely posts important information for investors on its website at www.idexcorp.com under “Investors.” The Company may use this website as a means of disclosing material, non-public information and for complying with its disclosure obligations under Regulation FD adopted by the United States Securities and Exchange Commission (the “SEC”). Accordingly, investors should monitor the Investor Relations portion of the Company’s website noted above, in addition to following the Company’s press releases, SEC filings, and public conference calls and webcasts. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this annual report on Form 10-K.
PART I
Table of Contents
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| PART III. | Item 10. | | | |
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Item 1. Business.
Overview
IDEX Corporation (“IDEX,” the “Company,” “we,” or “our”) is a global applied solutions provider serving niche markets with mission critical components for everyday life. Substantially all of the Company’s business activities are carried out through over 50 wholly-owned subsidiaries with shared values of Trust, Team and Excellence. IDEX’s diverse family of businesses is committed to making trusted solutions that improve lives and is innovative and inquisitive in its quest to solve customers’ most challenging applied technology problems. These businesses operate with a high degree of autonomy, yet are all united by employing The IDEX Difference, a philosophy of great teams who embrace the 80/20 principle while remaining hyper-focused on serving customers. IDEX was incorporated in Delaware on September 24, 1987.
End Markets and Products
The following table summarizes the percentage of total IDEX sales generated by each end market served:
The Company has three reportable segments: Fluid & Metering Technologies (“FMT”), Health & Science Technologies (“HST”) and Fire & Safety/Diversified Products (“FSDP”). The segments are structured around how to best serve customer needs, with each segment consisting of businesses that have product and end market similarities as well as common distribution methods and production processes. This structure enables management efficiency, aligns IDEX’s operations with its focus on organic growth, strategic acquisitions and capital allocation priorities and provides transparency about the Company’s performance to external stakeholders.
The table below illustrates the share of Net sales and Adjusted EBITDA contributed by each segment on the basis of total segments (not total Company) for the years ended December 31, 2024 and 2023.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2024 | | Year Ended December 31, 2023 |
| FMT | | HST | | FSDP | | FMT | | HST | | FSDP |
| Net sales | 38% | | 39% | | 23% | | 38% | | 40% | | 22% |
Adjusted EBITDA(1) | 42% | | 36% | | 22% | | 42% | | 37% | | 21% |
(1) Segment Adjusted EBITDA excludes the impact of unallocated corporate costs of $93.0 million and $84.6 million for the years ended December 31, 2024 and 2023, respectively.
IDEX believes that each of its reporting units is a leader in its products and services. The Company also believes that its strong financial performance has been attributable to its ability to design and engineer specialized quality products coupled with its ability to successfully identify, acquire and integrate strategic acquisitions. The table below illustrates the three reportable segments and the reporting units within each segment.
| | | | | | | | | | | | | | |
| FMT | | HST | | FSDP |
| | | | |
| Pumps | | Scientific Fluidics & Optics | | Fire & Safety |
| Water | | Sealing Solutions | | Dispensing |
| Energy | | Performance Pneumatic Technologies | | BAND-IT |
| Valves | | Material Processing Technologies | | |
| Agriculture | | | | |
FLUID & METERING TECHNOLOGIES SEGMENT
The FMT segment designs, produces and distributes positive displacement pumps, valves, small volume provers, flow meters, injectors and other fluid-handling pump modules and systems and provides flow monitoring and other services.
The following table summarizes the percentage of total FMT sales generated by each end market served:
The following discussion describes the reporting units included in the FMT segment:
Pumps. Pumps is a leading manufacturer of positive displacement pumps including rotary internal gear, external gear, vane and rotary lobe pumps, custom-engineered original equipment manufacturer pumps, strainers, gear reducers and engineered pump systems. Pumps primarily uses independent distributors to market and sell its products. Pumps is comprised of the following businesses:
•Viking Pump is a global leader in pumping solutions, with products including internal gear, external gear, vane, lobe and circumferential piston pumps, as well as parts, kits and accessories designed to support customers worldwide.
With a focus on industrial applications like chemicals, polyurethane foam and asphalt; energy applications like oil transfer and glycol dehydration; and hygienic applications like biopharma, food and beverage, Viking Pump delivers proven liquid transfer pumping solutions for a wide variety of thin to viscous applications. Viking Pump maintains operations in Cedar Falls, Iowa, with locations in Windsor, Canada (Viking Pump Canada), Shannon, Ireland (IDEX Pump Technologies) and Eastbourne, England (Viking Pump Hygienic).
•Warren Rupp manufactures air and electrically-operated double diaphragm pump products (which includes Sandpiper, Versamatic and Cognito products) used for abrasive and semisolid materials as well as for applications where product degradation is a concern. Warren Rupp products primarily serve the chemical, paint, food processing, electronics, construction, utilities, oil and gas, mining and industrial maintenance markets. Warren Rupp maintains primary operations in Mansfield, Ohio.
•ABEL designs and manufactures highly engineered reciprocating positive displacement pumps used for mine dewatering, back filling, transfer of mine tailings, municipal sledge and wastewater applications in a variety of end markets including mining, power, water and wastewater as well as other general industries. ABEL maintains operations in Büchen, Germany and Mansfield, Ohio and has facilities in Madrid, Spain and Mumbai, India.
Water. Water is a leading provider of metering technology, flow monitoring products and underground surveillance services for wastewater markets, as well as alloy and non-metallic gear pumps and peristaltic pumps. Water is comprised of the following businesses:
•ADS’ products and services provide comprehensive integrated solutions that enable industry, municipalities and government agencies to analyze and measure the capacity, quality and integrity of wastewater collection systems, including the maintenance and construction of such systems. ADS maintains operations in Huntsville, Alabama and various other locations in the United States, Canada and Australia.
•iPEK, Envirosight and WinCan combined are the leading providers of integrated solutions for managing the complete lifecycle of water infrastructure assets and process workflows. Their products and solutions include sewer crawlers, inspection and monitoring systems and software applications that allow teams to identify, anticipate and correct water system issues, automate and simplify inspection processes, improve infrastructure asset management and support distributed teams and cloud-based collaboration. MyTana and Pipeline Renewal Technologies design and build products used to clean and repair infrastructure in the sewer and drain industry. iPEK maintains operations in Hirschegg, Austria and Sulzberg, Germany. Envirosight and Pipeline Renewal Technologies maintain operations in Randolph, New Jersey and Callery, Pennsylvania. WinCan has development centers in Murten, Switzerland and Krakow, Poland. MyTana maintains operations in St. Paul, Minnesota. All entities have various sales and service outlets across the United States and Europe.
•Trebor is a leader in high-purity fluid handling products, including air-operated diaphragm pumps and deionized water-heating systems. Trebor products are used in the manufacturing of semiconductors, disk drives and flat panel displays. Trebor maintains operations in West Jordan, Utah.
•Pulsafeeder products are used to introduce precise amounts of fluids into processes to manage water quality and chemical composition. Its markets include industrial and municipal water and wastewater treatment, oil and gas, power generation, chemical and hydrocarbon processing and swimming pools. Pulsafeeder serves these markets by producing hydraulic and mechanical diaphragm pumps, rotary pumps, peristaltic pumps and controllers. Pulsafeeder maintains operations in Rochester, New York and Punta Gorda, Florida.
Energy. Energy is a leading supplier of flow meters, small volume provers, electronic registration and control products, rotary vane and turbine pumps, reciprocating piston compressors and terminal automation control systems. Energy is comprised of the following businesses:
•Advanced Flow Solutions (“AFS”) consists of the Company’s Corken, Liquid Controls and SAMPI businesses. Corken products consist of positive displacement rotary vane pumps, single and multistage regenerative turbine pumps and small horsepower reciprocating piston compressors in the oil, gas and industrial markets. Products for Liquid Controls and SAMPI consist of positive displacement flow meters as well as electronic registration and control products, including mobile and stationary metering installations for wholesale and retail distribution of petroleum and liquefied petroleum gas, aviation refueling and industrial metering and dispensing of refined liquids and gases. AFS maintains operations in Oklahoma City, Oklahoma (Corken and Liquid Controls products) and Altopascio, Italy (SAMPI products).
•Toptech supplies terminal automation hardware and software to control and manage inventories as well as transactional data and invoicing to customers in the oil, gas and refined-fuels markets. Toptech maintains operations in Longwood, Florida and Zwijndrecht, Belgium.
•Flow Management Devices (“Flow MD”) engineers and manufactures small volume provers that ensure custody transfer accuracy in the oil and gas market. Flow MD maintains operations in Phoenix, Arizona.
Valves. Valves is a leader in the design, manufacture and sale of specialty valve products for use in the chemical, petro-chemical, energy and sanitary markets as well as a leading producer of fluoroplastic lined corrosion-resistant magnetic drive and mechanical seal pumps, shut-off, control and safety valves for corrosive, hazardous, contaminated, pure and high-purity fluids. Valves is comprised of the following businesses:
•Richter and Aegis produce superior solutions for demanding and complex pump and valve applications in the process industry as well as specialty chemical processing valves for use in the chemical, petro-chemical, pharmaceutical, energy and battery industries. Richter and Aegis maintain operations in Kempen, Germany; Suzhou, China; Vadodara, India and Geismar, Louisiana.
Agriculture. Agriculture is a leading supplier of pumps, valves, controllers, fittings and systems used in agricultural and industrial applications. Agriculture consists of the following businesses:
•Banjo is a provider of special purpose, severe-duty pumps, valves, fittings and systems used in liquid handling. Its products are used in agricultural and industrial applications. Banjo maintains operations in Crawfordsville, Indiana and has distribution facilities in Didam, the Netherlands and Valinhos, Brazil.
•KZValve is a leading manufacturer of electric valves and controllers used primarily in agricultural applications. KZValve maintains operations in Greenwood, Nebraska.
HEALTH & SCIENCE TECHNOLOGIES SEGMENT
The HST segment designs, produces and distributes a wide range of precision fluidics, positive displacement pumps, powder and liquid processing technologies, drying systems, micro-precision components, pneumatic components and sealing solutions, high performance molded and extruded sealing components, custom mechanical and shaft seals, engineered hygienic mixers and valves, biocompatible medical devices and implantables, air compressors and blowers, optical components and coatings, laboratory and commercial equipment and precision photonic solutions, technical ceramics and hermetic sealing products and porous material structures and flow control solutions.
The following table summarizes the percentage of total HST sales generated by each end market served:
The following discussion describes the reporting units included in the HST segment:
Scientific Fluidics & Optics. Scientific Fluidics & Optics is a global authority in life science fluidics, optics, microfluidics and photonics and the movement of liquids and gases in critical applications, offering a diverse set of technologies, expertise, capabilities and product solutions across numerous market segments. Scientific Fluidics & Optics is comprised of the following businesses:
•IDEX Health & Science (“IH&S”) consists of IH&S Life Science Fluidics, IH&S Life Science Optics and IH&S Microfluidics. The IH&S Life Science Fluidics technology and product portfolio consists of column hardware, degassers, fluidic connections, fluidic manifolds, pumps and pump components, sensors, refractive index detectors, valves and fluidics sub-systems. The IH&S Life Science Optics technology and product portfolio consists of illumination light engines, optical filters, optical subsystems, sensors, cameras and camera imaging objectives. IH&S Microfluidics includes thinXXS Microtechnology, a global leader in developing and producing microfluidic systems, components and consumables serving the point of care diagnostic and digital polymerase chain reaction markets. IH&S serves the life science optics, chromatography, mass spectrometry, in-vitro diagnostics/biotech fluidics and fluidic connections markets. IH&S maintains operations in Bristol, Connecticut; Carlsbad, California; Middleboro, Massachusetts; Oak Harbor, Washington; Rochester, New York; Rohnert Park, California; Zweibrücken, Germany and Saitama, Japan.
•IDEX Materials Science Solutions is comprised of the following:
◦IDEX Optical Technologies consists of Advanced Thin Films, CVI Laser Optics, CVI Infrared Optics and Iridian Spectral Technologies. The technology and product portfolio consists of polarization optics, windows, optical filters, beamsplitters, lenses, waveplates, monolithic, optics, lens assemblies, imaging assemblies, shutters optical subsystems and detector integration. IDEX Optical Technologies specializes in complex coatings on a range of advanced substrates to serve the semiconductor metrology, satellite optical communications, defense, aerospace and remote sensing, additive manufacturing, laser material processing, laser communications, telecommunications and life science markets. The businesses maintain operations in Albuquerque, New Mexico; Longmont, Colorado; Didam, the Netherlands; Whetstone, England; and Ottawa, Canada.
◦Muon Group manufactures highly precise flow paths in a variety of materials that enable the movement of various liquids and gases in critical applications within the medical, semiconductor, food processing, digital printing and filtration markets. The group includes LouwersHanique, Veco, Millux, Tecan and Atul, which have critical technical expertise in precision and tolerances for different materials, from metals and glass to plastics and ceramics. The business maintains operations in Hapert, the Netherlands; Eerbeek, the Netherlands; Wijchen, the Netherlands; Dorset, England; and Pune, India.
◦STC Material Solutions specializes in the design and manufacturing of technical ceramics and hermetic sealing products in mission critical applications within the semiconductor, aerospace and defense, industrial technology, medical technology and energy markets. The business maintains operations in St. Albans, Vermont, with additional operations in Santa Ana, California.
•Mott Corporation, acquired in September 2024, specializes in the design, customization and manufacturing of sintered porous metal components and engineered solutions used in fluidic applications within the medical, energy, industrial technology, semiconductor, water and aerospace/defense markets. The business maintains operations in Farmington, Connecticut, with additional operations in Plymouth, Michigan and Binasco, Italy.
Sealing Solutions. Sealing Solutions focuses on providing special seals and related products and solutions in diversified markets. Sealing Solutions is comprised of the following businesses:
•Precision Polymer Engineering is a provider of proprietary high performance seals and advanced sealing solutions for a diverse range of global industries and applications, including hazardous duty, analytical instrumentation, semiconductor, process technologies, oil and gas, pharmaceutical, electronics and food applications. Precision Polymer Engineering maintains operations in Blackburn, England and has an additional manufacturing facility in Brenham, Texas. Precision Polymer Engineering also entered into a joint venture with a third party to manufacture and sell high performance elastomer seals for the oil and gas industry to customers within the Kingdom of Saudi Arabia as well as export these high performance elastomer seals outside of the Kingdom of Saudi Arabia. The joint venture maintains operations in Dammam, Saudi Arabia.
•FTL Seals Technology specializes in the design and application of high integrity rotary seals, specialty bearings and other custom products for the mining, power generation and marine markets. FTL Seals Technology maintains operations in Leeds, England.
•SFC Koenig is a producer of highly engineered expanders and check valves for critical applications across the transportation, hydraulic, aviation and medical markets. SFC Koenig maintains operations in Dietikon, Switzerland and has additional facilities in North Haven, Connecticut; Illerrieden, Germany and Suzhou, China.
•The Roplan businesses are global manufacturers of custom mechanical and shaft seals for a variety of end markets including food and beverage, marine, chemical, wastewater and water treatment. Roplan maintains operations in Sweden and also has operations in Ningbo, China; Berkshire, England and Madison, Wisconsin.
Performance Pneumatic Technologies. Performance Pneumatic Technologies provides specialized, high-performing air moving technologies across a wide array of industries. Performance Pneumatic Technologies is comprised of the following businesses:
•Gast is a leading manufacturer of air-moving products, with a core technology around fractional horsepower (under 1 hp) air compressors, vacuum pumps and air motors. Gast products are used in a variety of long-life applications requiring a quiet, clean source of moderate vacuum or pressure and primarily serve the medical equipment, environmental equipment, computers and electronics, printing machinery, paint mixing machinery, packaging machinery, graphic arts and industrial manufacturing markets. Gast maintains operations in Benton Harbor, Michigan and has a logistics and commercial center in Redditch, England.
•Airtech designs and manufactures a wide range of highly engineered pressure technology products, with a core technology around high performance blowers (2 hp and above) and pneumatic valves for a variety of end markets, including alternative energy, food processing, medical, packaging and transportation. Airtech maintains operations in Rutherford, New Jersey and has other manufacturing operations in Linthicum Heights, Maryland; Wilmington, North Carolina; Werneck, Germany and Shenzhen, China.
Material Processing Technologies. Material Processing Technologies provides process equipment and global support service solutions that meet customer specific requirements with a focus in the pharmaceutical, food, battery and chemical markets. Material Processing Technologies is comprised of the following businesses:
•IDEX MPT, Inc., which includes Quadro, Steridose, Fitzpatrick, Microfluidics, and Matcon, maintains operations in Waterloo, Canada; Westwood, Massachusetts; Delran, New Jersey; Evesham, England; Ahmedabad, India and Shanghai, China.
◦Quadro is a leading provider of powder processing solutions for the pharmaceutical, food, personal care and chemical markets. Quadro’s core capabilities include fine milling, emulsification and special handling of liquid and solid particulates for laboratories, through the pilot phase to full scale up with production scale processing.
◦Steridose is a leading designer and manufacturer of magnetic coupled mixers and diaphragm valves for the global biopharmaceutical industry.
◦Fitzpatrick is a global leader in the design and manufacture of process technologies for the pharmaceutical and chemical sectors. Fitzpatrick designs and manufactures customized size reduction and roll compaction systems to support their customers’ product development and manufacturing processes.
◦Microfluidics is a global leader in the design and manufacture of laboratory and production equipment used in the production of micro and nano scale materials for the pharmaceutical, biologics, personal care and chemical markets. Microfluidics is the exclusive producer of the Microfluidizer family of high shear fluid processors for uniform nano-emulsion formation, lipid nanoparticle creation, robust cell disruption and particle size reduction.
◦Matcon is a global leader in creating flexible material processing solutions for high value powders used in the manufacture of foods, pharmaceuticals, batteries, plastics and fine chemicals. Matcon’s innovative products consist of the original cone valve powder discharge system and filling, mixing and packaging systems, all of which support its customers’ automation and process requirements. These products are critical to its customers’ need to maintain clean, reliable and repeatable formulations of prepackaged foods and pharmaceuticals while helping them achieve lean and agile manufacturing.
FIRE & SAFETY/DIVERSIFIED PRODUCTS SEGMENT
The FSDP segment designs, produces and distributes firefighting pumps, valves and controls, rescue tools, lifting bags and other components and systems; engineered stainless steel banding and clamping devices; and precision equipment for dispensing, metering and mixing colorants and paints.
The following table summarizes the percentage of total FSDP sales generated by each end market served:
The following discussion describes the reporting units included in the FSDP segment:
Fire & Safety. Fire businesses produce truck-mounted and portable fire pumps, stainless steel and brass valves, monitors, nozzles, foam and compressed air foam systems, pump modules and pump kits, electronic controls and information systems, conventional and networked electrical systems and mechanical components for the fire and specialty vehicle markets. Safety businesses produce hydraulic, battery, gas and electric-operated rescue equipment, hydraulic re-railing equipment, hydraulic tools for industrial applications, recycling cutters, pneumatic lifting and sealing bags for vehicle and aircraft rescue, environmental protection and disaster control and jumping cushions for building rescue for the rescue market. Fire & Safety’s customers are original equipment manufacturers as well as public and private fire and rescue organizations. Fire & Safety maintains operations in Ocala, Florida (Class 1 and Hale products); Warwick, England (Godiva products); Wooster and Columbus, Ohio (Akron Brass and Weldon products); Ballendorf, Germany (AWG Fittings products); Shelby, North Carolina (Hurst Jaws of Life® products); Tianjin, China (Dinglee products); Erlangen, Germany (Lukas products) and Zülpich, Germany (Vetter products).
Dispensing. Dispensing businesses produce precision equipment for dispensing, metering and mixing colorants and paints used in a variety of retail and commercial businesses around the world. Dispensing is a global supplier of such equipment focused on the architectural paints segment used in retail and commercial stores, hardware stores, home centers and paint and specialized stores as well as in some industrial settings. Dispensing maintains operations in Sassenheim, the Netherlands; Wheeling, Illinois and Sandani, India as well as multiple sales offices around the world.
BAND-IT. BAND-IT is a leading producer of high-quality stainless steel banding, buckles and clamping systems. The BAND-IT brand is highly recognized worldwide. BAND-IT products are used for securing exhaust system heat and sound shields, airbags, industrial hose fittings, traffic signs and signals, electrical cable shielding, identification and bundling and in numerous other industrial and commercial applications. BAND-IT products primarily serve the automotive, aerospace, energy,
utility, municipal, cable management and general industrial markets. BAND-IT maintains operations in Denver, Colorado, with additional operations in Staveley, England and Suzhou, China.
INFORMATION APPLICABLE TO THE COMPANY’S BUSINESS IN GENERAL AND ITS SEGMENTS
Competitors
The Company’s businesses participate in highly competitive markets. IDEX believes that the principal points of competition are product quality, design and engineering capabilities, product development, conformity to customer specifications, quality of post-sale support, timeliness of delivery and effectiveness of the Company’s distribution channels.
Principal competitors of the FMT segment are the Pumps Group (Blackmer, Wilden and Ebsray products) of Dover Corporation (with respect to pumps and small horsepower compressors used in liquefied petroleum gas distribution facilities, rotary gear pumps and air-operated double-diaphragm pumps); and Ingersoll Rand’s Precision and Science Technologies (PST) division (with respect to metering, control, rotary gear pumps and air operated double-diaphragm pumps).
Principal competitors of the HST segment are the Thomas division of Ingersoll Rand (with respect to vacuum pumps and compressors); Parker Hannifin (with respect to sealing devices); Valco Instruments Co., Inc. (with respect to connections, degassers and valves); Alluxa, Bekaert, Porvair PLC and the Pall division of Danaher Corporation (with respect to filters); Jenoptik (with respect to optical assemblies in life sciences); and Tecan Trading AG (with respect to the life science fluidics market).
Principal competitors of the FSDP segment are Waterous Company, a unit of American Cast Iron Pipe Company (with respect to truck-mounted firefighting pumps); Holmatro, Inc. (with respect to rescue tools); Corob S.p.A., a unit of Graco Inc. (with respect to dispensing and mixing equipment for the paint industry); and Panduit Corporation and Oetiker Inc. (with respect to stainless steel bands, buckles and clamping systems).
Customers
In 2024, the Company did not have any customers that accounted for more than 3% of net sales. Since the Company serves a wide variety of markets, customer concentrations are not significant.
International
The Company’s products and services are available worldwide, with manufacturing operations in more than 20 countries. The businesses located outside the U.S. are primarily based in Germany, India, the Netherlands, the United Kingdom, Italy, Switzerland, Canada and China. The Company’s geographic diversity allows it to draw on the skills of a global workforce, provides greater stability to its operations, allows the Company to drive economies of scale, provides revenue streams that may help offset economic trends that are specific to individual economies and offers the Company an opportunity to access new markets for products.
The following table illustrates sales to customers within and outside the U.S. as a percentage of total sales for total IDEX as well as by segment and by reporting unit for the year ended December 31, 2024:
| | | | | | | | | | | | | | |
| | Domestic | | International |
| FMT | | 56% | | 44% |
| Pumps | | 57% | | 43% |
| Water | | 58% | | 42% |
| Energy | | 62% | | 38% |
| Valves | | 13% | | 87% |
| Agriculture | | 77% | | 23% |
| HST | | 44% | | 56% |
| Scientific Fluidics & Optics | | 42% | | 58% |
| Sealing Solutions | | 24% | | 76% |
| Performance Pneumatic Technologies | | 76% | | 24% |
| Material Processing Technologies | | 34% | | 66% |
| FSDP | | 48% | | 52% |
| Fire & Safety | | 54% | | 46% |
| Dispensing | | 25% | | 75% |
| BAND-IT | | 54% | | 46% |
| IDEX | | 50% | | 50% |
Shared Services
The Company has production facilities in Suzhou, China, Vadodara, India and Ahmedabad, India that support multiple business units. IDEX also has personnel in China, India, Dubai, Mexico, Latin America and Singapore that provide sales, marketing, product design, engineering and sourcing support to its business units in those regions, as well as personnel in various locations in South America, Southeast Asia, the Middle East, Korea and Japan to support sales and marketing efforts in those regions.
Raw Materials
The Company uses a wide variety of raw materials, which are generally purchased from a large number of independent sources around the world. The Company believes it has an adequate supply of raw materials necessary to meet demand. The Company is exposed to fluctuations in commodity pricing and inflation and attempts to control these impacts through increased prices to customers and various other programs with its suppliers.
Suppliers
The Company manufactures many of the parts and components used in its products. Substantially all materials, parts and components purchased by the Company are available from a large number of independent sources around the world. The Company believes it has a sufficient number of suppliers necessary to meet demand but continues to actively evaluate its current suppliers and identify alternative sources to manage supply chain constraints, if needed.
Inventory and Backlog
The Company is primarily a short cycle business and backlog is not generally considered a significant factor as relatively short delivery periods and rapid inventory turnover are characteristic of most of the Company’s products. Even still, the Company regularly and systematically adjusts production schedules and quantities based on the flow of incoming orders. While backlog was elevated in recent years due to global supply chain constraints, which extended lead times, shifted customer order patterns and resulted in increased inventory to support production, customer destocking efforts beginning in 2023 have resulted in orders stabilizing with backlog and lead times returning to more normalized levels in 2024. The Company remains focused on delivering products and services to customers and continues to actively manage inventory levels. Further, the Company has not historically experienced significant order cancellations and does not expect significant order cancellations in the future.
Government Regulations
Our compliance with federal, state and local laws and regulations, including those related to environmental, international trade, labor and employment, human rights, tax, anti-bribery and competition matters, did not have a material effect upon our capital expenditures, earnings or competitive position during the fiscal year ended December 31, 2024.
Employees
At December 31, 2024, the Company had approximately 9,000 employees. Approximately 4% of its employees are covered by various collective bargaining agreements in the U.S. which will expire at various times between now and June 2028. There are no collective bargaining agreements in the U.S. that will expire in 2025. Management believes that the Company has a positive relationship with its employees. The Company historically has been able to renegotiate its collective bargaining agreements satisfactorily, with its last work stoppage occurring in March 1993.
Human Capital Management
The Company attributes its success to the valuable contributions of its talented workforce and is committed to fostering a work environment where employees can thrive and grow. Our workplaces promote entrepreneurialism and autonomy while providing a strong safety net of benefits, training and personal development. Investments in attracting, retaining and developing great teams enables the Company to accomplish its goals and deliver innovative customer solutions. The Company’s corporate Human Capital strategy is overseen by its Chief Human Resource Officer (“CHRO”). Annually, the CHRO presents a talent review to the Company’s Board of Directors focused on senior leader team development, the human capital strategy action plan and succession planning for senior management. This ensures that the Board of Directors stays informed and aligned on human capital management strategies for business continuity and success.
The Company’s workforce advancement strategy is centered around investments in three pillars: enhancing skills across the entire workforce, leadership development aligned with the Company’s methodology and fostering a premier culture. The Company’s approach to performance management, talent development, talent management and employee engagement helps drive long-term value by providing employees with opportunities to do and be their best both individually and as teams.
As part of our Organizational Talent Cycle process, the Company regularly conducts in-depth talent reviews with business leaders, focusing on workforce teams and culture. We identify “stretch” opportunities to help team members grow within and across business units as opportunities and interest arise, and identify local human capital actions to drive our growth strategy. Employees and leaders engage in ongoing performance and development conversations throughout the year. These discussions cover business and development goals, review progress, recognize accomplishments, provide balanced feedback and identify opportunities for improvement. Open and honest dialogue about performance, development and career growth supports our values of trust, team and excellence, helping us achieve our purpose.
The Company offers agile development solutions to support unique needs, both locally and across the enterprise, driving long-term value. Employees have access to resources designed to build and enhance their skills for success in their current role or future positions, including personalized development plans and local training programs. Each year, the Company invests in a Global Leadership Conference for senior leaders to align on strategic priorities and strengthen core leadership skills. To support our growth strategy and culture, the Company also sponsors accelerated, on-the-job learning opportunities for key leaders through the IDEX Academy’s global leadership development programs. These programs allow emerging leaders from different geographies and business units to practice new leadership behaviors, share best practices, address business challenges and build strong support networks. The Company’s learning curriculum features a mix of instructor-led, self-paced and blended learning solutions, created internally or sourced from external partners, to develop future leaders in accordance with the IDEX leadership methodology. Additionally, in 2024, the Company supported over 150 senior leaders in inclusive change leadership sessions to accelerate the development of high-performing talent and promote a culture of growth.
The Company also enables employee development and growth by offering eligible U.S. employees the opportunity to participate in the Tuition Reimbursement program. Through the program, employees can have certain expenses from secondary educational institutions reimbursed up to $5,250 per year.
The Company prioritizes hiring team members who embrace its team-oriented culture and emphasizes leveraging internal talent, filling many leadership positions from within the Company’s talent pipeline.
A key element of the IDEX Difference is building and engaging great teams. Employee engagement is essential for fostering a premiere culture where everyone can thrive and has an opportunity to do and be their best. We believe our
employees are highly engaged, as evidenced by the Company’s annual employee engagement index, which remains above the manufacturing industry average at 81%, as measured by the Company’s employee engagement survey. Additionally, 94% of employees reported they have the knowledge and skills needed to perform their jobs effectively. Key initiatives like the Global Leadership Conference have enhanced senior leaders’ perceptions of learning and development, strengthened support for skill and career growth, and boosted their confidence in achieving their career goals at IDEX.
Diversity, Equity & Inclusion
The Company has always recognized diversity as foundational to creativity and resilience; the three pillars of Innovation, Diversity and Excellence form the acronym that is the Company’s name, IDEX.
In 2024, we continued progress against the strategic roadmap tied to our human capital strategy: (1) completion of local Business Unit Inclusion Plans; (2) delivery of quarterly Inclusive Leadership Training and a two-day enterprise-wise Inclusion Summit to promote leadership skill building for all employees; (3) participation in the Company’s Employee Resource Groups (“ERGs”); and (4) participation in Talent Networks. All offerings, including membership in ERGs, are open to all employees, regardless of their specific background or identity.
IDEX has built a reputation as a respected employer with a welcoming culture, where 78% of employees feel a strong sense of belonging, according to our 2024 employee engagement survey.
Employee Pay and Benefits
Attracting and retaining top talent is critical to the success of the Company’s business. The Company offers a highly competitive pay and benefits package for employees in all the markets where it operates. The performance-based pay packages provide many employees with short-term performance incentives. The Company also provides equity-based, long-term incentives to its senior leaders.
The Company’s U.S. employees can participate in a 401(k) retirement plan and an Employee Stock Purchase Plan, which allows an employee to purchase IDEX stock through payroll deductions.
Further, the Company has conducted pay equity analyses for U.S. employees since 2018 to ensure that employees’ actual pay was substantially similar to their predicted pay. Where appropriate, the Company provided base pay adjustments for employees that were outliers from their predicted pay.
Workplace Health & Safety
The Company is committed to providing a workplace that is safe for all of our employees, contractors, business partners and visitors. The commitment to Environmental, Health, and Safety (“EH&S”) begins at the corporate and executive level. The program is overseen by the EH&S Senior Director and the Chief Sustainability Officer, both of whom are part of the Legal Department. Each of the Company’s businesses employ local EH&S specialists. These individuals and local safety committees, in conjunction with the corporate team, form the basis of the global EH&S program. The Company’s corporate EH&S policies are a key part of the global EH&S program. They apply to all of the Company’s businesses and each business is expected to comply with policies and all EH&S laws and regulations. In addition to the corporate policies, each business develops and implements its own health and safety policies tailored to the local business.
The Company also encourages employees enrolled in the U.S. Healthcare Benefit Plan to participate in the third-party operated Wellness Program which provides access to annual biometric screenings and health evaluations. We offer “wellness credits” that can be earned by employees as well as spouses and partners who take advantage of these early detection services offered or engage in healthy challenges and other activities each year. In addition, a number of the business units organize complementary wellness programs, including walking clubs, health fairs and “lunch and learns” with nutritionists for their employees.
Worker Rights and Protection
The Company believes that a respectful workplace is free from unlawful discrimination and harassment, and this involves more than just compliance with the law. The Company strives to create a work environment that is free of inappropriate and unprofessional behavior and consistent with the Company’s values – a place where everyone is invited to do their best every day and feel free to report any concerns. The Company has policies, procedures and regular training in place to protect its workforce and prevent workplace harassment and discrimination. This includes a global Code of Business Conduct & Ethics
policy where employees agree to follow and receive annual training. The Company also maintains a global hotline where employees are encouraged (and can choose to remain anonymous) to report any concerns or issues.
Information about Our Executive Officers
Set forth below are the names of the executive officers of the Company, their ages, years of service, the positions held by them and their business experience.
| | | | | | | | | | | | | | | | | | | | |
| Name | | Age | | Years of
Service | | Position |
| Eric D. Ashleman | | 57 | | 16 | | Chief Executive Officer and President |
| Abhishek Khandelwal* | | 48 | | 12 | | Senior Vice President and Chief Financial Officer |
| Lisa M. Anderson | | 48 | | 8 | | Senior Vice President, General Counsel and Corporate Secretary |
| Melissa S. Flores | | 42 | | 14 | | Senior Vice President and Chief Human Resources Officer |
| Roopa Unnikrishnan | | 53 | | 3 | | Senior Vice President, Strategy and Corporate Development |
* Mr. Khandelwal rejoined IDEX in November 2023 after previously serving in various roles from 2010 to 2020.
Mr. Ashleman has served as President and Chief Executive Officer since December 2020. Prior to that, Mr. Ashleman was Senior Vice President and Chief Operating Officer from July 2015 to December 2020, Vice President-Group Executive of the Company’s HST and FSDP segments from January 2014 through July 2015 and President-Group Executive of the Company’s FSDP segment from 2011 through January 2014. Mr. Ashleman joined IDEX in 2008 as the President of Gast Manufacturing.
Mr. Khandelwal has served as Senior Vice President and Chief Financial Officer since November 2023. Prior to rejoining IDEX, Mr. Khandelwal served as Chief Financial Officer of Multi-Color Corporation, a manufacturer of printed labels for consumer goods, from January 2022 through November 2023, and as Senior Vice President and Chief Financial Officer of CIRCOR International, a pump & valve systems and custom engineering & design company, from April 2020 through December 2021. From 2010 through March 2020, Mr. Khandelwal held a number of senior finance roles within IDEX, serving most recently as Vice President of Finance Operations, Treasury and Financial Planning & Analysis for the Company.
Ms. Anderson has served as Senior Vice President, General Counsel and Corporate Secretary since February 2022. Prior to that, Ms. Anderson served as Vice President, Associate General Counsel and Assistant Secretary from December 2017 through February 2022 after joining IDEX as Assistant General Counsel in October 2016. Prior to joining IDEX, Ms. Anderson served in various roles of increasing responsibility at SunCoke Energy, Inc., most recently as Senior Counsel and Deputy Chief Compliance Officer.
Ms. Flores has served as Senior Vice President and Chief Human Resources Officer since February 2021. Prior to that, Ms. Flores served as Global, Vice President Talent from May 2019 through February 2021. From February 2018 through May 2019, Ms. Flores was Group Vice President Human Resources. Prior to that she served as Vice President, Talent Management and Development from March 2017 to February 2018, after being promoted from Director, Talent Development, a position she served in from March 2015 to March 2017.
Ms. Unnikrishnan has served as Senior Vice President, Chief Strategy and Innovation Officer since March 2022. Prior to that, Ms. Unnikrishnan served as the Chief Strategy Officer of Vontier from October 2020 to July 2021. From September 2016 to October 2020, Ms. Unnikrishnan was Vice President of Strategy at Harman International. Prior to her time at Harman, Ms. Unnikrishnan led Center10 Consulting and served as Managing Director at Blackrock and Vice President of Corporate Strategy at Pfizer.
Public Filings
Copies of the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports are made available free of charge at www.idexcorp.com as soon as reasonably practicable after being filed electronically with the SEC. The Company’s reports are also available free of charge on the SEC’s website, www.sec.gov. Information on the Company’s website is not incorporated into this Form 10-K.
Item 1A. Risk Factors.
For an enterprise as diverse and complex as the Company, a wide range of factors present risks to the Company and could materially affect future developments and performance. In addition to the factors affecting specific business operations identified in connection with the description of the Company’s operations and the financial results of its operations elsewhere in this report, the most material of these factors are included below. Current global economic events and conditions may amplify many of these risks. These risks are not the only risks that may affect the Company. Additional risks that the Company is not aware of or does not believe are material at the time of this filing may also become important factors that adversely affect the Company’s business.
Risks Related to the Company’s Operations
The Company’s Inability to Continue to Develop New Products Could Limit Sales Growth.
The Company’s ability to continue to grow organically is tied in large part to its ability to continue to develop new products. A failure to continue to develop and deliver new, innovative and competitive products to the market could limit sales growth and negatively impact the Company and its financial condition, results of operations and cash flow.
The Company’s Growth Strategy Includes Acquisitions and Divestitures, and the Company May Not be Able to Make Acquisitions of Suitable Candidates, Integrate Acquisitions Successfully, or Successfully Execute Divestitures.
The Company’s historical growth has included, and the Company’s future growth is likely to continue to include, acquisitions. The Company intends to continue to seek acquisition opportunities both to expand into new markets and to enhance its position in existing markets throughout the world. The Company may not be able to successfully identify suitable candidates, negotiate appropriate acquisition terms, obtain financing needed to consummate those acquisitions, complete proposed acquisitions or successfully integrate acquired businesses into its existing operations. In addition, any acquisition, once successfully integrated, may not perform as planned, be accretive to earnings, or otherwise prove beneficial to the Company.
Acquisitions involve numerous risks, including the assumption of unexpected, undisclosed, uninsured or unindemnified liabilities including exposure to litigation, governmental investigations, regulatory exposure or other claims that may be pending or inherited at the time of the acquisition or that may be filed, expanded or commenced thereafter; difficulties in the assimilation of the operations, technologies, services and products of the acquired companies and the diversion of management’s attention from other business concerns. In addition, prior acquisitions have resulted in, and future acquisitions could result in, the incurrence of substantial additional indebtedness and other expenses.
The Company may also seek to divest portions of its business that are not deemed to fit with its strategic plan. Divestitures involve additional risks and uncertainties, such as the ability to sell such businesses on satisfactory terms and within the anticipated time frame, or at all. Any failure to realize the expected benefits of any divestiture transaction could negatively impact the Company and its financial condition, results of operations and cash flow. In addition, divestitures of businesses involve a number of risks, including significant costs and expenses, the loss of customer relationships, decrease in revenues and earnings associated with the divested business and the diversion of management’s attention from other business concerns. Furthermore, divestitures may also involve continued financial involvement in the divested business, such as through guarantees, indemnities or other financial obligations which could negatively impact the Company and its financial condition, results of operations and cash flow.
The Markets Served by the Company are Highly Competitive and this Competition Could Reduce Sales and Profit Margins.
Most of the Company’s products are sold in competitive markets. Maintaining and improving a competitive position will require continued investment in manufacturing, engineering, quality standards, marketing, technology, customer service and support and distribution networks. The Company may not be successful in maintaining its competitive position. The Company’s competitors may develop products that are superior, may develop methods of more efficiently and effectively providing products and services or may adapt quicker to new technologies or evolving customer requirements. Additionally, the Company’s competitors may adopt new technologies and technological advancements, such as using artificial intelligence and machine learning to pursue new products and approaches more quickly, successfully and effectively than the Company. The Company may not be able to compete successfully with existing competitors or with new competitors. Pricing pressures may require the Company to adjust the prices of products to stay competitive. Failure to continue competing successfully could reduce sales, profit margins and overall financial performance.
The Company is Dependent on the Availability of Raw Materials, Parts and Components Used in Its Products and Changes in Supply of, or Price for, Raw Materials, Parts and Components May Materially Adversely Affect the Company.
While the Company manufactures certain parts and components used in its products, the Company also requires substantial amounts of raw materials and purchases certain parts and components from suppliers. The availability of and prices for raw materials, parts and components may be subject to curtailment or change due to, among other things, suppliers’ allocations to other purchasers, interruptions in production by suppliers, including due to geopolitical or civil unrest, unfavorable economic or industry conditions, increased or new tariffs and other trade barriers, labor disruptions, supply chain disruptions, catastrophic weather events, natural disasters, public health concerns, changes in exchange rates and prevailing price levels. Any change in the supply of, or price for, raw materials or parts and components could materially affect the Company and its financial condition, results of operations and cash flow.
The Company’s Business Operations May Be Materially Adversely Affected by Information Systems Interruptions or Intrusion, Including those Arising From Cybersecurity Attacks or Incidents or Violations of Laws Regulating Privacy and Data Security.
The Company depends on various internal and third party information technologies to administer, store, process and transmit electronic information (including sensitive or controlled data such as confidential business information and personal data relating to employees, customers and other business partners) and to support a variety of critical business activities. Our business has an increasing reliance on IT systems and a growing digital footprint as a result of changing technologies, increasing connected devices and digital offerings, and an increase in remote and hybrid workforce populations. Additionally, some of our products contain computer hardware and software and offer the ability to connect to computer networks. Our customers, including government customers, are also requiring cybersecurity protections and mandating cybersecurity standards for our businesses with more frequency. If the Company’s systems, technologies, products or services (including those we acquire through business acquisitions), or the systems, technologies, products or services of the Company’s customers or third-party hosting services (including third-party data centers and cloud platforms upon which we rely), are damaged or cease to function properly, or if the Company or third-party hosting service systems are subject to deliberate cyber-security attacks, such as those involving unauthorized access or malicious software, or unintentional cybersecurity incidents, such as those involving systems misconfigurations, misuse or human error and/or other intrusions, the Company, its operating results and financial condition could be materially adversely impacted. These impacts could include production downtimes, operational delays or other detrimental impacts on operations or the ability to provide products and services to customers; the compromise, destruction, corruption or theft of confidential or otherwise protected information, data or intellectual property; security breaches; other manipulation or improper use of the Company’s systems or networks; financial losses from fraudulent transactions; financial losses from remedial actions; loss of business or potential liability; adverse media coverage; legal claims or legal proceedings including regulatory investigations, actions, penalties or fines, including those arising from the violation of any applicable data privacy laws; and/or damage to the Company’s reputation. While we have experienced, and expect to continue to experience, these types of threats and incidents, based on our analysis at this time, we have not experienced a cybersecurity threat or incident that we believe has or is reasonably likely to materially affect the Company.
As a global organization, we are also subject to data privacy and security laws, regulations and customer-imposed controls in numerous jurisdictions as a result of having access to and processing confidential, personal and/or sensitive data in the course of our business. We are required to comply with increasingly complex laws and regulations enacted to protect business and personal data regarding privacy, data protection and data security in the U.S. and other jurisdictions, including the European Union’s General Data Protection Regulation (“GDPR”) and the California Consumer Privacy Act (“CCPA”) as revised and expanded under the California Privacy Rights Act (“CPRA”), as well as new laws governing digital technologies and cybersecurity and increasingly robust contractual requirements on privacy and security. Litigation, governmental investigations and enforcement actions can be costly and interrupt the regular operations of our business, and data breaches or violations of laws regarding privacy, data protection and data security can result in civil and criminal, monetary and non-monetary penalties and damages to our reputation, any of which may adversely affect our business and financial statements. The interpretation and enforcement of existing and new laws and regulations regarding privacy, data protection and data security are continuously evolving and there is significant uncertainty with respect to how compliance with these laws and regulations may develop and the costs and complexity of future compliance. As cybersecurity threats continue to evolve and as cybersecurity and data protection laws and regulations continue to develop globally, we expect to expend additional resources to continue to develop our compliance programs, strengthen our information security, data protection, disaster recovery and business continuity measures, and investigate and remediate vulnerabilities.
There has been a rise in the number of cyberattacks targeting confidential business information generally and in the manufacturing industry specifically by both state-sponsored and criminal organizations. These may include such things as denial of service attacks, introduction of ransomware or other malicious software programs, and other disruptive problems. In
addition, there has been a rise in the number of cyberattacks that depend on human error or manipulation, including phishing attacks or schemes that use social engineering to gain access to systems or perpetuate wire transfer or other frauds. Moreover, the rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks.
The Company’s cybersecurity defenses may be insufficient to fully mitigate cyber risks and losses related to cybersecurity events, any of which may result in a material adverse effect on the Company and its financial condition or results of operations. Moreover, until we have migrated businesses we acquire onto our IT systems or ensured compliance with our information technology and cybersecurity standards, we have in the past and may in the future face additional risks because of the continued use of predecessor IT systems, procedures and cybersecurity risk mitigation measures. Given the unpredictability, nature and scope of cybersecurity attacks and incidents, it is possible that potential vulnerabilities could go undetected for an extended period, and it could take considerable time for the Company to obtain full and reliable information as to the extent, amount and type of information and/or systems compromised. Any imposition of liability, particularly liability that is not covered by insurance or is in excess of our insurance coverage, could materially adversely harm our operating results and financial condition.
Uncertainties with respect to the development, deployment, and use of artificial intelligence in our business and products may result in harm to our business and reputation.
We are in the initial stages of incorporating artificial intelligence (“AI”) into our business activities and our product and service offerings. As with many innovations, AI presents risks and challenges that could adversely impact our business. The development, adoption, and use of AI technologies are still in their early stages and ineffective or inadequate AI development or deployment practices could result in unintended consequences. For example, AI algorithms may be flawed or may be based on datasets that are biased or insufficient. In addition, any disruption or failure in the AI functionality we have incorporated or may in the future incorporate into our business activities, products or services could adversely impact our business or result in delays or errors in our offerings. The legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain, including in the areas of intellectual property, cybersecurity and privacy and data protection. Compliance with new or changing laws, regulations or industry standards relating to AI may impose significant costs and may limit our ability to develop, deploy or use AI technologies. Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action, or brand and reputational harm.
Uncertainty Related to Environmental Regulation, Industry Standards, or Other Risks Associated with a Potential Global Transition to a Lower-Carbon Economy, as well as Physical Risks of Climate Change, Could Adversely Impact the Company’s Results of Operations and Financial Position.
Increased public awareness and concern regarding environmental risks, including global climate change and the potential global transition to a lower-carbon economy, may result in more international, regional, federal and/or state requirements or industry standards to reduce or mitigate global warming and other environmental risks. New climate change laws and regulations could require the Company to change its manufacturing processes or obtain substitute materials that may cost more or be less available for its manufacturing operations. Various jurisdictions in which the Company does business have implemented, or in the future could implement or amend, restrictions on emissions of carbon dioxide or other greenhouse gases, taxation of or caps on the use of carbon-based energy, limitations or restrictions on water use, limitations or restrictions on the production of single-use plastics, regulations on energy management and waste management and other rules and regulations to address climate change and other environmental risks, which may increase the Company’s expenses and adversely affect its operating results.
We also are or may become subject to increasing sustainability-related reporting requirements. In March 2024, the SEC adopted new rules regarding climate-related disclosures. Though these rules are currently being challenged in legal proceedings and their effectiveness has been stayed by the SEC, these rules, if they become effective, would require public companies to make a wide range of climate-related disclosures. Similarly, the State of California has recently enacted its own legislation requiring extensive climate-related disclosures for companies deemed to be doing business in California, and other states are considering similar laws. We are also subject to the European Union’s Corporate Sustainability Reporting Directive. Complying with such laws and regulations, which may continue to evolve, may impose substantial additional costs and require additional resources, including for third-party attestation to enable the capture, analysis and audit of appropriate data. Any actual or alleged failure to comply with laws and regulations around disclosures could result in fines, penalties and civil liabilities and damages to our reputation.
In addition to changes in regulations or industry standards, a failure by the Company to innovate and adapt products to new markets, changing customer preferences for higher-efficiency products, or increasing scrutiny related to sustainability activities and greenhouse gas emissions could limit sales growth and negatively impact the Company and its financial condition, results
of operations and cash flow. At the same time, certain governmental representatives and other stakeholders have increasingly expressed or pursued opposing views, legislation and investment expectations around sustainability initiatives, including the enactment or proposal of “anti-ESG” legislation or policies. If our sustainability reporting and practices do not meet the expectations and standards of our stockholders, customers and other stakeholders, our reputation and business activities may be negatively impacted and our appeal to certain investors may be reduced.
The physical risks of climate change are highly uncertain and differ in the geographic regions in which the Company operates. These physical risks, including wildfires, rising sea levels, floods and other extreme weather events, may impact the availability and cost of materials, sources and supply of energy, product demand and manufacturing and could increase insurance and other operating costs. Any future increased worldwide regulatory activity relating to climate change could expand the nature, scope and complexity of matters that the Company is required to control, assess and report. If environmental laws or regulations or industry standards are either changed or adopted and impose significant operational restrictions and compliance requirements upon the Company, its suppliers, its customers or its products, or the Company’s operations are disrupted due to physical impacts of climate change on the Company, its customers or its suppliers, the Company’s business, results of operations and financial condition could be adversely impacted.
Business Disruptions Due to Catastrophic Weather Events, Natural Disasters and Public Health Threats Could Adversely Affect the Company.
The Company faces various risks related to the occurrence of catastrophic weather events or significant natural disasters, including earthquakes, wildfires, droughts, fires, power-outages or other catastrophic events, in areas in which we have manufacturing facilities or from which we obtain products. Severe weather conditions, including any that may be caused or exacerbated by global climate change, may cause physical damage to our properties, closure of one or more of our manufacturing or distribution facilities, lack of an adequate work force in a market, temporary disruption in the supply of inventory, disruption in the transport of products and utilities and delays in the delivery of products to our customers.
Additionally, public health threats may negatively impact the global economy by causing changes in consumer behavior, market downturns, restrictions on business and individual activities and increased volatility. Any widespread public health threats could have a significant impact on the Company’s supply chain, such as the Company experienced during the global outbreak of the COVID-19 pandemic.
To the extent that any of the foregoing adversely affect the Company and its financial results, they may also have the effect of heightening many of the other risks described in this Item 1A, “Risk Factors” of this annual report, such as those relating to international operations, the Company’s ability to develop new products, the Company’s ability to execute on its growth strategy of acquisitions, the Company’s dependency on raw materials, parts and components, the effects on movements in foreign currency exchange rates on the Company, the effects on the Company that result from declines in commodity prices and the Company’s reliance on labor availability to operate and grow the business.
Risks Related to Economic and Political Conditions
A Slowdown in the U.S. or International Economy Could Materially Adversely Affect the Sales and Profitability of the Company’s Businesses.
In 2024, 50% of the Company’s sales were derived from domestic operations and 50% were derived from international operations. The Company’s largest end markets include industrial, energy, fire suppression, water, semiconductor, food and pharmaceutical, life sciences, automotive, analytical instruments, paint dispensing, chemical, agriculture and rescue tools. A slowdown in the U.S. or global economy and, in particular, any of these specific end markets could materially reduce the Company’s sales and profitability.
Changes to Geopolitical and Economic Conditions in the U.S. and Foreign Countries in Which the Company Operates Could Adversely Affect the Company.
The Company expects international operations and export sales to continue to be significant for the foreseeable future. The Company’s sales from international operations and sales from export are both subject in varying degrees to risks inherent in doing business outside the U.S. These risks include the following:
•possibility of unfavorable circumstances arising from host country laws or regulations and the risks related to required compliance with local laws;
•risks of economic instability, including due to inflation;
•currency exchange rate fluctuations and restrictions on currency repatriation;
•potential negative consequences from changes to taxation policies;
•disruption of operations from labor and political disturbances;
•withdrawal from or renegotiation of international trade agreements and other restrictions on the trade between the United States and other countries;
•the imposition of and changes in the United States’ and other governments’ trade regulations, trade wars, increased or new tariffs and other trade barriers, including as a result of geopolitical developments (such as escalating tensions in the Middle East) and relations between the United States and China and the United States and Russia and any changes arising as a result of global leadership changes, including the recent United States’ presidential election; and
•geopolitical events, including natural disasters, catastrophic weather events, climate change, public health conditions, including epidemics, pandemics and other outbreaks (such as the global outbreak of the COVID-19 pandemic), political instability or other geopolitical events, including civil or political unrest, terrorism, insurrection or war (including the ongoing war in Russia and Ukraine and the Israel-Hamas war).
Any of these events could have a materially adverse impact on the Company and its operations.
Significant Movements in Foreign Currency Exchange Rates May Harm the Company’s Financial Results.
The Company is exposed to fluctuations in foreign currency exchange rates, particularly with respect to the Euro, Swiss Franc, Canadian Dollar, British Pound, Indian Rupee, Chinese Renminbi, Swedish Krona, Japanese Yen and Brazilian Real. Any significant change in the value of the currencies of the countries in which the Company does business against the U.S. Dollar could affect the Company’s ability to sell products competitively and control its cost structure, which could have a material adverse effect on results of operations. For additional detail related to this risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk.”
Fluctuations in Interest Rates Could Adversely Affect the Company’s Results of Operations and Financial Position.
The Company’s profitability may be adversely affected during any periods of unexpected or rapid increases in interest rates. The Company maintains a Credit Agreement with a revolving credit facility (the “Revolving Facility”) in an aggregate principal amount of $800 million, which bears interest at either an alternate base rate or adjusted Term SOFR (or appropriate alternative currency reference rates) plus, in each case, an applicable margin based on the lower of the Company’s senior, unsecured, long-term debt rating or the Company’s applicable leverage ratio. A significant increase in Term SOFR or the other rates the Company has agreed to use as an alternative to Term SOFR (should Term SOFR become unavailable) under the Credit Agreement, as amended, would significantly increase the Company’s cost of borrowings. Further, any changes in regulatory standards or industry practices, such as the discontinuation of the use of Term SOFR and/or the transition to alternative benchmark rates may result in the usage of higher interest rates under the Credit Agreement or Revolving Facility, and the Company’s current or future indebtedness may be adversely affected. The Company is also exposed to risks if the U.S. Federal Reserve raises its benchmark interest rate, which may reduce the availability of and increase the cost of obtaining new debt and refinancing existing indebtedness. For additional detail related to this risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk.”
A Significant or Sustained Decline in Commodity Prices, Including Oil, Could Negatively Impact the Levels of Expenditures by Certain of the Company’s Customers.
Demand for the Company’s products depends, in part, on the level of new and planned expenditures by certain of its customers. The level of expenditures by the Company’s customers is dependent on, among other factors, general economic conditions, availability of credit, economic conditions within their respective industries and expectations of future market behavior. Volatility in commodity prices, including oil, can negatively affect the level of these activities and can result in postponement of capital spending decisions or the delay or cancellation of existing orders. The ability of the Company’s customers to finance capital investment and maintenance may also be affected by the conditions in their industries. Reduced demand for the Company’s products could result in the delay or cancellation of existing orders or lead to excess manufacturing capacity, which unfavorably impacts the absorption of fixed manufacturing costs. This reduced demand could have a material adverse effect on the Company and its financial condition and results of operations.
Risks Related to Legal, Accounting and Regulatory Matters
An Unfavorable Outcome of Any Pending Contingencies or Litigation Could Adversely Affect the Company.
The Company and its subsidiaries are currently involved in pending and threatened legal, regulatory and other proceedings incidental to the operation of their businesses. These proceedings may pertain to matters such as product liability or contract disputes, and may also involve governmental inquiries, inspections, audits or investigations relating to issues such as tax matters, intellectual property, environmental, health and safety issues, governmental regulations, employment and other matters. Where it is reasonably possible to do so, the Company accrues estimates of the probable costs for the resolution of these matters. These estimates are developed in consultation with outside counsel and are based upon an analysis of potential results and the availability of insurance coverage, assuming a combination of litigation and settlement strategies. It is possible, however, that future operating results for any particular quarter or annual period could be materially affected by changes in assumptions, the continued availability of insurance coverage or the effectiveness of the Company’s strategies related to these proceedings. For additional detail related to this risk, see Item 3, “Legal Proceedings” and Note 10, “Commitments and Contingencies” in Part II, Item 8, “Financial Statements and Supplementary Data.”
Failure to Adequately Protect the Company’s Intellectual Property and the Risk of Disputes Involving Intellectual Property Infringement Could Adversely Impact the Company’s Competitive Position, Results of Operations, and Financial Condition.
The Company owns patents, trademarks, licenses and other forms of intellectual property related to its products and continuously invests in research and development that may result in technological innovations and general intellectual property rights. The Company employs various measures to develop, maintain and protect its intellectual property rights. If these measures are not effective, or if the Company’s intellectual property is otherwise infringed, challenged, invalidated or circumvented, the Company may face adverse impacts to its results of operations and/or financial condition. Further, if intellectual property is infringed, challenged, invalidated or circumvented, this could reduce barriers to entry into the Company’s existing lines of business and may result in a loss of market share and adversely impact the Company’s competitive position. Additionally, the Company has registered intellectual property in multiple countries, and the Company’s ability to protect and enforce its intellectual property rights may be limited in foreign countries due to differences in intellectual property protections or proprietary rights laws. If the Company’s intellectual property is infringed, challenged, invalidated or circumvented due to these lesser protections, the Company may face adverse impacts to its results of operations, financial condition and/or competitive position.
Litigation may be necessary to enforce the Company’s intellectual property rights or to defend against infringement claims by third parties. Any litigation or claims brought by the Company could result in costs and diversion of resources, which could adversely affect the Company’s results of operations and/or financial condition. Any intellectual property litigation or claims brought against the Company may lead to litigation expenses, diversion of resources, losses or licensing expenses or the cessation of selling certain products, any of which could adversely affect the Company’s results of operations and/or financial condition.
The Company’s Intangible Assets, Including Goodwill, are a Significant Portion of Total Assets and a Write-off of Intangible Assets or Goodwill Would Adversely Impact the Company’s Operating Results and Significantly Reduce the Company’s Net Worth.
The Company’s total assets includes substantial intangible assets, primarily goodwill and identifiable intangible assets, which primarily result from acquisitions. At December 31, 2024, goodwill and intangible assets totaled $3,251.7 million and $1,284.8 million, respectively. Annually, or when certain events occur that require a more current valuation, the Company assesses whether there has been an impairment in the value of goodwill and identifiable intangible assets. If future operating performance at one or more of the Company’s reporting units were to fall significantly below forecasted levels, the Company could be required to reflect, under current applicable accounting rules, a non-cash charge to operating income for an impairment. Any determination requiring the write-off of a significant portion of goodwill or identifiable intangible assets would adversely impact the Company’s results of operations and net worth. See Note 6, “Goodwill and Intangible Assets” in Part II, Item 8, “Financial Statements and Supplementary Data” for further discussion on goodwill and intangible assets.
The Company May Face Adverse Effects Resulting from Improper Conduct by Our Employees, Agents or Business Partners.
While we strive to maintain high standards, the Company cannot guarantee that our internal controls and compliance systems will always protect us from reckless or criminal acts committed by employees, agents or business partners of ours (or businesses that we acquire or partner with) that would violate laws in the U.S. or foreign countries in which the Company operates, including laws governing payment to government officials, bribery, fraud, conflicts of interest, competition, employment practices and workplace behavior, export and import compliance, economic and trade sanctions, money laundering and data privacy.
In particular, recent years have seen a substantial increase in anti-bribery law enforcement activity with more frequent investigations and enforcement proceedings by both the Department of Justice and the SEC, increased enforcement activity by non-U.S. regulators and increases in criminal and civil proceedings brought against companies and individuals. The Company’s policies mandate compliance with all anti-bribery laws, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar anti-bribery laws in other jurisdictions which generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business. However, the Company operates in certain countries that are recognized as having governmental and commercial corruption. Violations of any of these laws may result in criminal or civil sanctions or penalties, both monetary and non-monetary, increased costs of compliance and/or damage to our reputation, any of which could have a material adverse effect on the Company and its financial condition and results of operations.
General Risk Factors
A Failure to Retain Executive Management and Key Personnel or Recruit Adequate Successors May Adversely Affect the Company’s Operations and Implementation of Strategy.
The Company’s future success depends to a significant degree on the skills, experience and efforts of its executive management and other key personnel and their ability to provide the Company with uninterrupted leadership and direction. The loss of the services of any of the executive officers or other key personnel or a failure to provide adequate succession plans for these individuals could have an adverse impact on the Company’s operations and implementation of its strategic plan. The availability of highly qualified talent is limited and the competition for talent is robust.
Challenges with Respect to Labor Availability Could Negatively Impact the Company’s Ability to Operate or Grow the Business.
The Company’s success depends in part on the ability of its businesses to proactively attract, motivate and retain a qualified and highly skilled workforce in an intensely competitive labor market. A failure to attract, motivate and retain highly skilled personnel could adversely affect the Company’s operating results or its ability to operate or grow the business. Additionally, any labor stoppages or labor disruptions, including due to geopolitical unrest, unfavorable economic or industry conditions, catastrophic weather events, natural disasters or public health threats could adversely affect the Company’s operating results or its ability to operate or grow the business.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
Risk Management and Strategy.
The Company’s cybersecurity program is designed to be aligned to the Cybersecurity Framework published by the National Institute of Standards and Technology (“NIST CSF”). While we use the NIST CSF as a guide, this does not imply that we meet any particular standards, specifications or requirements. We conduct regular internal and external assessments of our information security and cybersecurity programs, including periodic external audits for company-wide compliance with our program as well as specific business unit alignment, as required, with U.S. federal acquisition regulations and UK Cyber Essentials certifications. An external penetration test is performed annually against the Company’s network, in addition to our regular internal vulnerability scans.
The Company’s internal Incident Response Policy sets forth specific protocols for cyber or data incident detection, response and recovery. This process includes the assembly of a response team consisting of internal and, as required, external technical and legal experts upon the event of a cyberattack or incident. The Company reviews and updates this process regularly, including by engaging in tabletop exercises to simulate cybersecurity and data breach incidents. The Company maintains global cybersecurity insurance coverage that is reviewed annually for adequacy against operations and information systems.
The Company has implemented a number of measures to mitigate cybersecurity risk in its operations, including annual cybersecurity awareness training for employees, regular internal phishing exercises, technical security controls, maintenance of certain backup and protective systems, physical and system securities measures, and data security protocols. Once fully integrated, all of our businesses have access to a “cyber risk dashboard” that monitors various risk indicators. The cyber risk
dashboard is monitored by our business units. The Company’s internal auditors periodically review and audit various processes and controls throughout the organization related to cybersecurity readiness.
The Company also has certain processes in place to manage cyber risks associated with third-party service providers which include various technical as well as contractual measures.
For more information on cybersecurity risks and how they affect our business, operating results and financial condition, please refer to Item 1A., “Risk Factors – The Company’s Business Operations May Be Materially Adversely Affected by Information Systems Interruptions or Intrusion, Including those Arising From Cybersecurity Attacks or Incidents or Violations of Laws Regulating Privacy and Data Security.” Based on our analysis at this time, we have not identified any risks from a cybersecurity threat or incident that we believe has or is reasonably likely to materially affect the Company.
Governance, Oversight and Leadership.
The Board of Directors and the Audit Committee oversee management’s efforts to address cybersecurity and information security risks. Senior management provides the Board of Directors updates on the Company’s cybersecurity program at least once a year, including as part of the Company’s enterprise risk management assessment, and the Audit Committee reviews the cybersecurity program at least twice a year and on an as-needed basis. Such reviews, among other things, include the results of internal and/or external assessments, a review of cybersecurity governance at the management level, and a review of the Company’s cybersecurity program and progress toward various initiatives.
The Company also maintains an Executive Cybersecurity Steering Committee (the “Cybersecurity Committee”), made up of key members of senior leadership, to oversee and monitor progress of various cybersecurity initiatives throughout the organization. The Cybersecurity Committee meets quarterly. In addition, the Company asks each business unit to designate an employee as the local Information Security Officer responsible for monitoring the business unit’s cyber risk dashboard and coordinating with local leadership to respond to identified risks accordingly. Each local Information Security Officer completes an annual certification process and receives regular updates with respect to the Company’s cybersecurity program.
The Chief Information Officer (“CIO”), who reports to the Chief Financial Officer, along with members of the corporate and business unit information technology teams, are generally responsible for developing and managing the Company’s cybersecurity programs. Our CIO has over 20 years of experience in various information technology and information security roles, and our information security team is comprised of employees with broad knowledge of cybersecurity issues gained through experience and through training and certifications and includes our Director of Information Security, who has over 20 years of experience leading and managing cybersecurity programs. These individuals, along with other internal and external personnel as needed, monitor the prevention, detection, mitigation and remediation of cybersecurity incidents, and applicable personnel are informed of known cybersecurity incidents to form the appropriate incident response team and respond accordingly.
Item 2. Properties.
The Company conducts business at plants and offices that can be owned or leased and located in the U.S. or outside the U.S., with international square footage primarily in Germany (12%), the Netherlands (7%), India (6%), the U.K. (5%), Italy (3%), Canada (3%), China (2%) and Switzerland (2%). Management considers its facilities suitable and adequate for the Company’s operations and believes it has ample capacity in its plants and equipment to meet demand increases for future growth in the intermediate term, especially given its operational improvement initiatives that usually increase capacity.
A summary of properties used by the Company’s operations as of December 31, 2024 are shown in the following table:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Square footage (in millions) |
| | | | Location | | Owned/Leased |
| | Total | | Domestic | | International | | Owned | | Leased |
| Fluid & Metering Technologies | | 1.8 | | | 1.4 | | | 0.4 | | | 1.1 | | | 0.7 | |
| Health & Science Technologies | | 2.4 | | | 1.2 | | | 1.2 | | | 0.6 | | | 1.8 | |
| Fire & Safety/Diversified Products | | 1.1 | | | 0.6 | | | 0.5 | | | 1.0 | | | 0.1 | |
Other(1) | | 0.4 | | | 0.1 | | | 0.3 | | | 0.3 | | | 0.1 | |
| Total | | 5.7 | | | 3.3 | | | 2.4 | | | 3.0 | | | 2.7 | |
(1) Other includes shared service locations as well as the Company’s executive office, which occupies 40,261 square feet of leased space in Northbrook, Illinois and 16,268 square feet of leased space in Chicago, Illinois.
Item 3. Legal Proceedings.
The Company and its subsidiaries are party to legal proceedings incidental to the operation of their businesses as described in Note 10 in Part II, Item 8, “Financial Statements and Supplementary Data,” and such disclosure is incorporated by reference into this Item 3, “Legal Proceedings.”
The Company’s threshold for disclosing material environmental legal proceedings involving a government authority where potential monetary sanctions are involved is $1.0 million.
In addition, the Company and eight 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. These components were acquired from third party suppliers and were not manufactured by the Company or any of the defendant 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 these settlements and legal costs, or how insurers may respond to claims that are tendered to them. Asbestos-related claims have been filed in jurisdictions throughout the United States and the United Kingdom. Most of the claims resolved to date have been dismissed without payment. The balance of the claims have been settled for various immaterial 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.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The Company’s common stock trades on the New York Stock Exchange under the symbol “IEX”. As of February 14, 2025, there were approximately 7,285 stockholders of record of the Company’s common stock and there were 75,784,047 shares outstanding.
The Company’s payment of dividends in the future will be determined by the Board of Directors and will depend on business conditions, earnings and other factors.
For information pertaining to securities authorized for issuance under equity compensation plans and the related weighted average exercise price, see Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”
On March 17, 2020, the Company’s Board of Directors approved an increase of $500.0 million in the authorized level of repurchases of common stock. This approval is in addition to the prior repurchase authorization of the Board of Directors of $300.0 million on December 1, 2015. These authorizations have no expiration date.
The Company did not repurchase any common stock during the quarter ended December 31, 2024. As of December 31, 2024, the amount of share repurchase authorization remaining was $539.7 million.
| | | | | | | | | | | | | | | | | | | | | | | |
| Period | Total Number of Shares Purchased | | Average Price
Paid per Share | | Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs | | Maximum Dollar
Value that May Yet
be Purchased Under
the Plans
or Programs |
| October 1, 2024 to October 31, 2024 | — | | | $ | — | | | — | | | $ | 539,689,117 | |
| November 1, 2024 to November 30, 2024 | — | | | — | | | — | | | 539,689,117 | |
| December 1, 2024 to December 31, 2024 | — | | | — | | | — | | | 539,689,117 | |
| Total | — | | | $ | — | | | — | | | $ | 539,689,117 | |
Performance Graph
The following table compares total stockholder returns over the last five years to the Standard & Poor’s (the “S&P”) 500 Index, the S&P Midcap 400 Industrials Sector Index and the Russell 2000 Index assuming the value of the investment in the Company’s common stock and each index was $100 on December 31, 2019. Total return values for the Company’s common stock, the S&P 500 Index, S&P Midcap 400 Industrials Sector Index and the Russell 2000 Index were calculated on cumulative total return values assuming reinvestment of dividends. The stockholder return shown on the graph below is not necessarily indicative of future performance.
| | | | | | | | | | | | | | | | | | | | |
| 12/19 | 12/20 | 12/21 | 12/22 | 12/23 | 12/24 |
| IDEX Corporation | $ | 100.00 | | $ | 117.20 | | $ | 140.41 | | $ | 137.28 | | $ | 132.08 | | $ | 128.96 | |
| S&P 500 Index | $ | 100.00 | | $ | 118.40 | | $ | 152.39 | | $ | 124.79 | | $ | 157.59 | | $ | 197.02 | |
| S&P Midcap 400 Industrials Sector Index | $ | 100.00 | | $ | 116.49 | | $ | 149.62 | | $ | 132.42 | | $ | 174.04 | | $ | 197.51 | |
| Russell 2000 Index | $ | 100.00 | | $ | 119.96 | | $ | 137.74 | | $ | 109.59 | | $ | 128.14 | | $ | 142.93 | |
The information contained in this Performance Graph section shall not be deemed to be “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with the Company’s Consolidated Financial Statements and related notes in this annual report. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. The Company’s actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under Item 1A, “Risk Factors” and under the heading “Cautionary Statement Under the Private Securities Litigation Reform Act” discussed elsewhere in this annual report.
This discussion includes certain non-GAAP financial measures that have been defined and reconciled to their most directly comparable financial measure prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) under the headings “Non-GAAP Disclosures” and “Free Cash Flow.” This discussion also includes Operating working capital which has been defined under the heading “Liquidity and Capital Resources.” The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures prepared in accordance with U.S. GAAP. The financial results prepared in accordance with U.S. GAAP and the reconciliations from these results should be carefully evaluated.
Overview
IDEX is an applied solutions provider specializing in the manufacturing of fluid and metering technologies, health and science technologies and fire, safety and other diversified products built to customers’ specifications. IDEX’s products are sold in niche markets across a wide range of industries throughout the world. Accordingly, IDEX’s businesses are affected by levels of industrial activity and economic conditions in the U.S. and in other countries where it does business, as well as by the relationship of the U.S. dollar to other currencies. Levels of capacity utilization and capital spending in certain markets and overall industrial activity are important factors that influence the demand for IDEX’s products.
2024 Highlights
(All comparisons are against 2023 unless otherwise noted)
•Net sales of $3,268.8 million, flat overall and down 2% organically*
•Diluted earnings per common share (“EPS”) attributable to IDEX of $6.64, down 15%
•Adjusted diluted EPS attributable to IDEX* of $7.89, down 4%
•Operating cash flow of $668.1 million, down 7%, was 132% of net income, up from 120%
•Free cash flow* of $603.0 million, down 4%, was 101% of adjusted net income*, flat with prior year
•Completed acquisition of Mott Corporation and its subsidiaries (“Mott”) on September 5, 2024 for cash consideration of $986.2 million, net of cash acquired, using a combination of $211.9 million of cash on hand and $774.3 million of debt
•Completed a public offering of $500 million principal amount of 4.950% Senior Notes, due September 2029, as part of the funding for the acquisition of Mott
*These are non-GAAP measures. See the definitions of these non-GAAP measures and reconciliations to their most directly comparable U.S. GAAP financial measures under the headings “Non-GAAP Disclosures” and “Free Cash Flow.”
During 2024, the Company delivered solid execution amid uncertain macro conditions and continued to deploy capital focused on growth initiatives, including completing the acquisition of Mott, which is the Company’s largest acquisition to date. Net sales reflects the benefit of acquisitions, net of divestitures, and growth in our FSDP segment, which together mostly offset the impact of lower volumes from continued market softness in our HST segment; FMT segment net sales were flat organically. Despite market choppiness, our businesses achieved strong productivity through both net price capture and operational excellence and delivered reported and adjusted diluted earnings per share of $6.64 and $7.89, respectively. We delivered operating cash flow of $668.1 million, which was 132% of net income, and achieved free cash flow conversion of 101% of adjusted net income.
2025 Outlook
Moving into 2025, the majority of our end markets are stable. Our businesses are well-positioned to capitalize on secular growth trends that we expect will emerge following this current period of near-term uncertainty surrounding U.S. trade and economic policy and overall high levels of geopolitical tension.
Within HST, we expect growth driven by demand for new disease therapies and nutrition, global communication satellite network expansion, and energy consumption tied to datacenters. We expect modest growth from key end markets in life science fluidics and optical filters while semiconductor will remain delayed until the second half of the year. Separately, our FMT segment expects its largest area of growth to come from its water businesses while core industrial markets are expected to remain stable. Contributions from these spaces are expected to be tempered by pressured demand in energy and agriculture markets, which are experiencing the most exposure to market cyclicality. Finally, we expect FSDP segment growth will continue to be driven by our fire and safety businesses as North America original equipment manufacturers continue to recover and our integrated systems offerings have increased our content per firetruck.
Results of Operations
The following is a discussion and analysis of the Company’s results of operations for the year ended December 31, 2024 compared with the year ended December 31, 2023. For the discussion related to the consolidated results of operations for the year ended December 31, 2023 compared with the year ended December 31, 2022, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 22, 2024.
| | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, | | | Change |
| (In millions, except per share amounts) | 2024 | | 2023 | | | $ | | % / bps |
| Domestic sales | $ | 1,618.1 | | $ | 1,638.7 | | | $ | (20.6) | | | (1 | %) |
| International sales | 1,650.7 | | 1,635.2 | | | 15.5 | | | 1 | % |
| Net sales | 3,268.8 | | 3,273.9 | | | (5.1) | | | — | % |
| Cost of sales | 1,823.6 | | 1,827.0 | | | (3.4) | | | — | % |
| Gross profit | 1,445.2 | | 1,446.9 | | | (1.7) | | | — | % |
| Gross margin | 44.2 | % | | 44.2 | % | | | n/a | | 0 bps |
| Selling, general and administrative expenses | 758.7 | | 703.5 | | | 55.2 | | | 8 | % |
| Restructuring expenses and asset impairments | 9.3 | | 10.9 | | | (1.6) | | | (15 | %) |
| Operating income | 677.2 | | 732.5 | | | (55.3) | | | (8 | %) |
| Gain on sale of businesses - net | (4.0) | | (84.7) | | | 80.7 | | | (95 | %) |
| Other (income) expense – net | (2.6) | | 5.2 | | | (7.8) | | | (150 | %) |
| Interest expense - net | 44.5 | | 51.7 | | | (7.2) | | | (14 | %) |
| Income before income taxes | 639.3 | | 760.3 | | | (121.0) | | | (16 | %) |
| Provision for income taxes | 134.7 | | 164.7 | | | (30.0) | | | (18 | %) |
| Effective tax rate | 21.1 | % | | 21.7 | % | | | n/a | | (60) bps |
| Net income attributable to IDEX | $ | 505.0 | | $ | 596.1 | | | $ | (91.1) | | | (15 | %) |
| Diluted earnings per common share attributable to IDEX | $ | 6.64 | | $ | 7.85 | | | $ | (1.21) | | | (15 | %) |
Net Sales
Net sales were relatively flat compared to the prior year, reflecting a 2% increase in acquisitions, net of divestitures, offset by a 2% decrease in organic net sales. The decrease in organic net sales was driven by lower volumes as a result of unfavorable market conditions, primarily in the Health & Science Technologies segment, partially offset by price capture across all segments.
Gross Profit and Gross Margin
Gross profit and Gross margin were positively impacted by strong price/cost and were negatively impacted by higher employee-related costs and unfavorable mix. Additionally, Gross profit was positively impacted by the net accretive impact of acquisitions and divestitures, which was more than offset by lower volumes.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased primarily due to the $31.1 million impact from acquisitions, including amortization, net of divestitures, as well as higher employee-related costs and increased discretionary spending and transaction expenses.
Restructuring Expenses and Asset Impairments
Restructuring expenses and asset impairments decreased primarily due to lower severance costs. Severance costs during both periods were incurred in conjunction with cost mitigation efforts as a result of market conditions.
Gain on Sale of Businesses - Net
In 2024, the Company completed the sale of Alfa Valvole, Srl (“Alfa Valvole”) for proceeds of $45.1 million, net of cash remitted, resulting in a gain on the sale of $4.0 million, net of a release of cumulative foreign currency translation losses of $5.5 million. In 2023, the Company completed the sale of Micropump, Inc. (“Micropump”) for proceeds of $110.3 million, net of cash remitted, which resulted in a pre-tax gain of $93.8 million, and the sale of Novotema, SpA (“Novotema”) for proceeds of $8.3 million, net of cash remitted, which resulted in a loss of $9.1 million. For additional information, refer to Note 2, “Acquisitions and Divestitures,” in the Notes to Consolidated Financial Statements.
Other (Income) Expense – net
Other (income) expense – net was $2.6 million of income in 2024 compared to $5.2 million of expense in 2023. The change was primarily due to the absence of a $7.7 million credit loss reserve on an investment with a collaborative partner (see Note 3, “Collaborative Investments,” in the Notes to Consolidated Financial Statements for further detail) in 2023 that did not reoccur in 2024.
Interest Expense - Net
Interest expense - net decreased primarily due to higher interest earned on cash balances in 2024, partially offset by incremental interest expense in 2024, including the impact of higher debt outstanding to finance the acquisition of Mott.
Income Taxes
The 2024 effective tax rate was 21.1% as compared with the 2023 effective tax rate of 21.7%. One-time discrete tax benefits lowered the effective tax rate in 2024 and 2023. For additional information, refer to Note 12, “Income Taxes,” in the Notes to Consolidated Financial Statements.
In October 2021, members of the Organization for Economic Co-operation and Development (“OECD”) and G20 Inclusive Framework on Base Erosion and Profit Shifting agreed to a two-pillar solution to address the tax challenges associated with the digitalization of the economy. In December 2021, the OECD released the Pillar Two Model Rules (“Pillar Two”), which define the global minimum tax and call for the taxation of large corporations at a minimum rate of 15%. While it is uncertain whether the United States will enact legislation to adopt Pillar Two, certain countries in which we operate have enacted legislation, and other countries are in the process of introducing draft legislation to implement the minimum tax directive. Many aspects of Pillar Two became effective January 1, 2025; however, nearly all of the jurisdictions in which IDEX operates have an effective tax rate above the 15% threshold. The Company does not expect a material impact from the Pillar Two income tax rules. We are continuing to monitor legislative developments and evaluate financial results for changes in the expected impact.
Results of Reportable Business Segments
The Company has three reportable segments: FMT, HST and FSDP. For a detailed description of the operations within each segment, please refer to Part I, Item 1, “Business” of this Annual Report on Form 10-K.
Management’s measurements of segment performance are Net sales, adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”) and Adjusted EBITDA margin.
Fluid & Metering Technologies Segment
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, | | Components of Change |
| (In millions) | 2024 | | 2023 | | Change | | Organic | | Acq/Div(1) | | Foreign Currency | | Total |
| Domestic sales | $ | 693.1 | | $ | 695.7 | | — | % | | | | | | | | |
| International sales | 540.1 | | 551.4 | | (2 | %) | | | | | | | | |
| Net sales | $ | 1,233.2 | | $ | 1,247.1 | | (1 | %) | | — | % | | (1 | %) | | — | % | | (1 | %) |
| Adjusted EBITDA | 406.3 | | 416.1 | | (2 | %) | | (1 | %) | | (1 | %) | | — | % | | (2 | %) |
| Adjusted EBITDA margin | 32.9 | % | | 33.4 | % | | (50) bps | | (40) bps | | — bps | | (10) bps | | (50) bps |
(1) Divestitures included Alfa Valvole, sold in June 2024.
•Organic net sales were positively impacted by price capture and targeted growth initiatives, which were offset by lower volumes, driven primarily by softness in agriculture and energy markets. Strength in municipal water markets was muted by softness in the semiconductor capital construction market within our water business.
•Adjusted EBITDA margin decreased primarily due to higher employee-related costs, higher discretionary spending and unfavorable mix, partially offset by strong price/cost and favorable operational productivity, net of lower volume leverage.
Health & Science Technologies Segment
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, | | Components of Change |
| (In millions) | 2024 | | 2023 | | Change | | Organic | | Acq/Div(1) | | Foreign Currency | | Total |
| Domestic sales | $ | 573.7 | | $ | 575.5 | | — | % | | | | | | | | |
| International sales | 724.4 | | 740.9 | | (2 | %) | | | | | | | | |
| Net sales | $ | 1,298.1 | | $ | 1,316.4 | | (1 | %) | | (7 | %) | | 6 | % | | — | % | | (1 | %) |
| Adjusted EBITDA | 346.8 | | 359.5 | | (4 | %) | | (10 | %) | | 6 | % | | — | % | | (4 | %) |
| Adjusted EBITDA margin | 26.7 | % | | 27.3 | % | | (60) bps | | (70) bps | | 10 bps | | — bps | | (60) bps |
(1) Acquisitions included Iridian Spectral Technologies acquired in May 2023, STC Material Solutions acquired in December 2023 and Mott acquired in September 2024. Divestitures included Micropump sold in August 2023 and Novotema sold in December 2023.
•Organic net sales were negatively impacted by cyclical market softness in the life sciences and semiconductor markets. This decrease was partially offset by price capture across the segment and targeted growth initiatives within the aerospace/defense market.
•Excluding the net accretive impact of acquisitions and divestitures, Adjusted EBITDA margin decreased primarily due to higher employee-related costs and unfavorable mix, partially offset by price/cost, lower discretionary spending and favorable operational productivity, net of lower volume leverage.
Fire & Safety/Diversified Products Segment
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, | | Components of Change |
| (In millions) | 2024 | | 2023 | | Change | | Organic | | Acq/Div | | Foreign Currency | | Total |
| Domestic sales | $ | 354.9 | | $ | 371.9 | | (5 | %) | | | | | | | | |
| International sales | 389.4 | | 346.9 | | 12 | % | | | | | | | | |
| Net sales | $ | 744.3 | | $ | 718.8 | | 4 | % | | 4 | % | | — | % | | — | % | | 4 | % |
| Adjusted EBITDA | 214.2 | | 208.6 | | 3 | % | | 3 | % | | — | % | | — | % | | 3 | % |
| Adjusted EBITDA margin | 28.8 | % | | 29.0 | % | | (20) bps | | (20) bps | | — bps | | — bps | | (20) bps |
•Organic net sales were positively impacted by strong targeted growth initiatives, continued recovery in fire original equipment manufacturer markets and price capture. These increases were partially offset by unfavorable mix due to the
cyclical nature of project sales in our North American dispensing business and softer demand in automotive and industrial markets.
•The decrease in Adjusted EBITDA margin was primarily due to higher employee-related costs and unfavorable mix, partially offset by price/cost.
Liquidity and Capital Resources
Liquidity
Based on management’s current expectations and currently available information, the Company believes current cash, cash from operations and cash available under the Revolving Facility will be sufficient to meet its operating cash requirements, planned capital expenditures, interest and principal payments on all borrowings, pension and postretirement funding requirements, share repurchases and quarterly dividend payments to holders of the Company’s common stock for the foreseeable future. Additionally, in the event that suitable businesses are available for acquisition upon acceptable terms, the Company may obtain all or a portion of the financing for these acquisitions through the incurrence of additional borrowings. The Company believes that additional borrowings through various financing alternatives remain available, if required.
Mott was acquired during the third quarter of 2024 for cash consideration of $986.2 million, net of cash acquired of $3.1 million. The acquisition was funded using a combination of cash on hand of $211.9 million, borrowings under the Company’s Revolving Facility of $279.3 million, and the net proceeds of $495.0 million from the issuance of the 4.950% Senior Notes. For additional information regarding the borrowings under the Company’s Revolving Facility and the 4.950% Senior Notes, refer to Note 7, “Borrowings,” in the Notes to Consolidated Financial Statements.
Select key liquidity metrics at December 31, 2024 are as follows:
| | | | | | | | |
| (In millions) | | December 31, 2024 |
| Working capital | | $ | 963.0 | |
| Current ratio | | 2.5 to 1 |
| Cash and cash equivalents | | $ | 620.8 | |
| Cash held outside of the United States | | 462.7 | |
| Revolving Facility capacity | | $ | 800.0 | |
| Borrowings | | 269.8 | |
| Letters of credit | | 2.8 | |
| Revolving Facility availability | | $ | 527.4 | |
Operating Working Capital
Operating working capital, calculated as Receivables – net plus Inventories – net minus Trade accounts payable, is used by management as a measurement of operational results as well as the short-term liquidity of the Company. The following table details Operating working capital as of December 31, 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In millions) | | December 31, 2024 | | December 31, 2023 | | Change | | Organic Change |
| Receivables – net | | $ | 465.9 | | | $ | 427.8 | | | $ | 38.1 | | | $ | 17.0 | |
| Inventories – net | | 429.7 | | | 420.8 | | 8.9 | | | (17.7) | |
| Less: Trade accounts payable | | 197.8 | | | 179.7 | | | 18.1 | | | 8.4 | |
| Operating working capital | | $ | 697.8 | | | $ | 668.9 | | | $ | 28.9 | | | $ | (9.1) | |
Operating working capital increased $28.9 million to $697.8 million at December 31, 2024. Acquisitions, divestitures and foreign currency translation increased Operating working capital by $38.0 million during 2024. Apart from these items, receivables increased due to strong price capture, which more than offset the impact of lower volumes; inventories decreased with lower volumes and targeted actions to lower inventory levels; and accounts payable increased as a result of timing of payments for inventory purchases.
Cash Flow Summary
The following table is derived from the Consolidated Statements of Cash Flows:
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| (In millions) | | 2024 | | 2023 | | Change |
| Net cash flows provided by (used in): | | | | | | |
| Operating activities | | $ | 668.1 | | | $ | 716.7 | | | $ | (48.6) | |
| Investing activities | | (1,006.5) | | | (283.8) | | | (722.7) | |
| Financing activities | | 465.9 | | | (344.7) | | | 810.6 | |
Operating Activities
Cash flows provided by operating activities decreased $48.6 million to $668.1 million in 2024 primarily due to lower earnings and the timing of customer deposits and project deliveries as well as larger inventory reductions in the prior year period. Lower cash payments in 2024 compared to the prior year, including payments for taxes, variable compensation and interest, partially mitigated these items.
Investing Activities
Cash flows used in investing activities increased $722.7 million in 2024. The net impact of acquisitions and divestitures increased cash used in investing activities by $746.2 million during 2024 as compared to 2023, primarily related to the acquisition of Mott in 2024. This increase in cash outflows was partially offset by lower capital expenditures, which decreased cash used in investing activities by $24.8 million, as compared to 2023. For additional information on the Company’s acquisition and divestitures, refer to Note 2, “Acquisitions and Divestitures,” in the Notes to Consolidated Financial Statements.
Financing Activities
Cash flows provided by financing activities increased $810.6 million in 2024 primarily due to $774.3 million of net proceeds in connection with the financing of the acquisition of Mott in 2024, as compared with $100.0 million of net proceeds from borrowings in 2023. Additionally, repayments of long-term borrowings and revolving credit facilities were $130.9 million lower in 2024, and share repurchases were lower by $24.2 million in 2024, which were partly offset by higher dividends paid to shareholders, which increased $14.6 million in 2024.
Free Cash Flow
The Company believes free cash flow, a non-GAAP measure, is an important measure of performance because it provides a measurement of cash generated from operations that is available for payment obligations such as operating cash requirements, planned capital expenditures, interest and principal payments on all borrowings, pension and postretirement funding requirements and quarterly dividend payments to holders of the Company’s common stock as well as for funding acquisitions and share repurchases. Free cash flow is calculated as cash flows provided by operating activities less capital expenditures. Free cash flow conversion is calculated as free cash flow divided by adjusted net income attributable to IDEX.
The following table reconciles cash flows provided by operating activities to free cash flow:
| | | | | | | | | | | | | | |
| | Year Ended December 31, |
| (In millions) | | 2024 | | 2023 |
| Cash flows provided by operating activities | | $ | 668.1 | | $ | 716.7 |
| Less: capital expenditures | | 65.1 | | 89.9 |
| Free cash flow | | $ | 603.0 | | $ | 626.8 |
| | | | |
| Reported net income attributable to IDEX | | $ | 505.0 | | $ | 596.1 |
| Adjusted net income attributable to IDEX | | 598.5 | | 623.6 |
| | | | |
| Operating cash flow as a percent of net income | | 132 | % | | 120 | % |
| Free cash flow conversion | | 101 | % | | 101 | % |
Cash Requirements
Contractual Obligations
The Company’s cash requirements under contractual obligations include:
•Borrowings and related interest - See Note 7, “Borrowings,” in the Notes to Consolidated Financial Statements for further detail of the Company’s debt and timing of expected future principal payments. •Rental payments for leases - See Note 9, “Leases,” in the Notes to Consolidated Financial Statements for further detail of our obligations and the timing of expected future payments. •Purchase obligations - The Company enters into purchase orders with vendors and other parties in the ordinary course of business. As of December 31, 2024, the Company’s purchase obligations, consisting primarily of inventory commitments, totaled approximately $296.8 million, of which $271.1 million is expected to be settled during 2025 and the remainder thereafter.
•Pension and post-retirement medical benefit plans - See Note 17, “Retirement Benefits,” in the Notes to Consolidated Financial Statements for further detail of our obligations and the timing of expected future payments.
Subsequent Borrowings Activity
During January 2025, the Company repaid $30.2 million of the $269.8 million outstanding under the Revolving Facility at December 31, 2024.
Capital Expenditures
Capital expenditures generally include machinery and equipment that support growth and improved productivity, tooling, business system technology, replacement of equipment and investments in new facilities. The Company believes it has sufficient operating cash flows to continue to meet current obligations and invest in planned capital expenditures. Cash flows from operations were more than adequate to fund capital expenditures of $65.1 million and $89.9 million in 2024 and 2023, respectively.
Share Repurchases
There were no share repurchases in 2024. The Company repurchased 124,600 shares at a cost of $24.2 million in 2023. As of December 31, 2024, the amount of share repurchase authorization remaining was $539.7 million. During February 2025, the Company repurchased a total of 256,159 shares at a cost of $50.0 million. For additional information regarding the Company’s share repurchase program, refer to Note 11, “Share Repurchases,” in the Notes to Consolidated Financial Statements.
Dividends
The Company increased its quarterly cash dividend by 8% from $0.64 per common share in 2023 to $0.69 per common share in 2024. Total dividend payments to common shareholders were $205.3 million in 2024 compared with $190.7 million in 2023.
Covenants
The key financial covenants that the Company is required to maintain in connection with the Revolving Facility, the 3.37% Senior Notes and the 5.13% Senior Notes, are a minimum interest coverage ratio of 3.0 to 1 and a maximum leverage ratio of 3.50 to 1. At December 31, 2024, the Company was in compliance with both of these financial covenants, as the Company’s interest coverage ratio was 16.09 to 1 for covenant calculation purposes and the leverage ratio was 2.20 to 1. There are no financial covenants relating to the 2.625% Senior Notes, the 3.00% Senior Notes and the 4.950% Senior Notes (each defined in Note 7, “Borrowings”); however, all are subject to cross-acceleration provisions. For a discussion of the Company’s Revolving Facility, Term Facility and Senior Notes as well as the associated covenants, refer to Note 7, “Borrowings,” in the Notes to Consolidated Financial Statements.
Credit Ratings
The Company’s credit ratings, which were independently developed by the following credit agencies, are detailed below:
•S&P Global Ratings reaffirmed the Company’s corporate credit rating of BBB (stable outlook) in September 2024.
•Moody’s Investors Service affirmed the Company’s corporate credit rating of Baa2 (stable outlook) in August 2024.
•Fitch Ratings reaffirmed the Company’s corporate credit rating of BBB+ (stable outlook) in June 2024.
Off-Balance Sheet Arrangements
The Company had $38.1 million of letters of credit as of December 31, 2024, primarily issued as security for insurance and other performance obligations. Of the $38.1 million of letters of credit, only $2.8 million reduced the Company’s borrowing capacity under the Revolving Facility as of December 31, 2024. The Company has restricted cash of $18.1 million as of December 31, 2024, which represents cash held as collateral for standby letters of credit issued by Mott and is required to keep the balance in a separate account for the duration of the letters of credit.
Except as disclosed above, the Company has no off-balance sheet arrangements that currently have or are reasonably likely to have a material effect on the Company’s consolidated financial condition, changes in financial condition, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Estimates
The Company believes that the application of the following accounting policy, which is important to its financial position and results of operations, requires significant judgments and estimates on the part of management. For a summary of the Company’s accounting policies, including the accounting policy discussed below, see Note 1, “Significant Accounting Policies,” in the Notes to Consolidated Financial Statements.
Goodwill and indefinite-lived intangible assets — Goodwill and other intangible assets with indefinite lives, which consists solely of trade names, are not amortized; rather they are tested for impairment at least annually, or more frequently if events or circumstances indicate that the asset may be impaired. The Company follows the guidance prescribed in Accounting Standards Codification (“ASC”) 350, Goodwill and Other Intangible Assets, to test goodwill and indefinite-lived intangible assets for impairment. In assessing goodwill for impairment, the Company determines the fair value of each reporting unit utilizing an income approach (discounted cash flows) weighted 50% and a market approach (consisting of a comparable public company multiples methodology) weighted 50%. To determine the reasonableness of the calculated fair values, the Company reviews the assumptions to ensure that neither the income approach nor the market approach yielded significantly different valuations. Key assumptions and estimates used in the goodwill impairment assessment are described below. Based on the results of the Company’s annual impairment test at October 31, 2024, all reporting units had fair values substantially in excess of their carrying values.
The key assumptions are updated every year for each reporting unit for the income and market approaches used to determine the fair value. Various assumptions are utilized including forecasted operating results, annual operating plans, strategic plans, economic projections, anticipated future cash flows, the weighted average cost of capital, market data and market multiples. The assumptions that have the most significant effect on the fair value calculations are the weighted average cost of capital, market multiples, forecasted cash flows and terminal growth rates. The following assumption ranges were utilized by the Company in 2024 and 2023:
| | | | | | | | | | | |
| Assumptions | 2024
Range | | 2023
Range |
| Weighted average cost of capital | 9.25% to 9.75% | | 10.00% to 12.25% |
| Market multiples | 12.0x to 19.0x | | 10.0x to 20.0x |
| Terminal growth rates | 3.0% to 3.5% | | 3.0% to 3.5% |
In assessing trade names for impairment, the Company uses the relief-from-royalty method, a form of the income approach, to determine the fair value of its trade names. The relief-from-royalty method is dependent on a number of significant management assumptions, including estimates of revenues, royalty rates and discount rates. Based on the results of the Company’s annual impairment test at October 31, 2024, the trade names had fair values in excess of their carrying values.
The Company’s acquisitions have generally included significant goodwill components and the Company expects to continue to make acquisitions. At December 31, 2024, goodwill and other indefinite-lived intangible assets totaled $3,342.6 million, or 50%, of the Company’s total assets.
See Note 6, “Goodwill and Intangible Assets,” in the Notes to Consolidated Financial Statements for further discussion on goodwill and indefinite-lived intangible assets.
Non-GAAP Disclosures
Set forth below are reconciliations of Organic net sales, Adjusted gross profit, Adjusted gross margin, Adjusted net income attributable to IDEX, Adjusted diluted EPS attributable to IDEX, Consolidated Adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”) and Consolidated Adjusted EBITDA margin to their respective most directly comparable U.S. GAAP measure. Management uses these metrics to measure performance of the Company since they exclude items that are not reflective of ongoing operations, as identified in the reconciliations below. Management also supplements its U.S. GAAP financial statements with adjusted information to provide investors with greater insight, transparency and a more comprehensive understanding of the information used by management in its financial and operational decision making.
Management uses Adjusted EBITDA as its measure of segment performance, and believes it is a useful indicator of the strength and performance of the Company and its segments’ ongoing business operations, as well as a way for investors to evaluate and compare operating performance and value companies within the Company’s industry. Management believes that Adjusted EBITDA margin is useful for the same reason as Adjusted EBITDA. The definition of Adjusted EBITDA used here may differ from that used by other companies.
This report also references free cash flow and free cash flow conversion. These non-GAAP measures are discussed and reconciled to their most directly comparable U.S. GAAP measure in the section above titled “Free Cash Flow.”
The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures prepared in accordance with U.S. GAAP. Due to rounding, numbers presented throughout this and other documents may not add up or recalculate precisely. The financial results prepared in accordance with U.S. GAAP and the reconciliations from these results should be carefully evaluated.
All table footnotes can be found at the end of this Non-GAAP Disclosures section.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 1. Reconciliations of the Change in Net Sales to Organic Net Sales | | | |
| |
| For the Years Ended December 31, |
| 2024 | | 2023 |
| FMT | | HST | | FSDP | | IDEX | | FMT | | HST | | FSDP | | IDEX |
| Change in net sales | (1 | %) | | (1 | %) | | 4 | % | | — | % | | 7 | % | | (2 | %) | | 6 | % | | 3 | % |
| Less: | | | | | | | | | | | | | | | |
Net impact from acquisitions/divestitures(1) | (1 | %) | | 6 | % | | — | % | | 2 | % | | 2 | % | | 9 | % | | — | % | | 5 | % |
Impact from foreign currency(2) | — | % | | — | % | | — | % | | — | % | | — | % | | — | % | | — | % | | — | % |
Impact from the exit of a COVID-19 testing application(3) | — | % | | — | % | | — | % | | — | % | | — | % | | (1 | %) | | — | % | | (1 | %) |
| Change in organic net sales | — | % | | (7 | %) | | 4 | % | | (2 | %) | | 5 | % | | (10 | %) | | 6 | % | | (1 | %) |
| | | | | | | | | | | |
2. Reconciliations of Reported-to-Adjusted Gross Profit and Gross Margin (in millions) |
| | | |
| For the Years Ended December 31, |
| 2024 | | 2023 |
| Gross profit | $ | 1,445.2 | | $ | 1,446.9 |
| Fair value inventory step-up charges | 9.6 | | 1.6 |
| Adjusted gross profit | $ | 1,454.8 | | $ | 1,448.5 |
| | | |
| Net sales | $ | 3,268.8 | | $ | 3,273.9 |
| | | |
| Gross margin | 44.2 | % | | 44.2 | % |
| Adjusted gross margin | 44.5 | % | | 44.2 | % |
| | | | | | | | | | | |
3. Reconciliations of Reported-to-Adjusted Net Income Attributable to IDEX and Diluted EPS Attributable to IDEX (in millions, except per share amounts) |
| |
| For the Years Ended December 31, |
| 2024 | | 2023 |
| Reported net income attributable to IDEX | $ | 505.0 | | | $ | 596.1 | |
| Fair value inventory step-up charges | 9.6 | | | 1.6 | |
| Tax impact on fair value inventory step-up charges | (2.0) | | | (0.4) | |
| Restructuring expenses and asset impairments | 9.3 | | | 10.9 | |
| Tax impact on restructuring expenses and asset impairments | (2.2) | | | (2.5) | |
| Gain on sale of businesses - net | (4.0) | | | (84.7) | |
| Tax impact on gain on sale of businesses - net | — | | | 22.7 | |
Credit loss on note receivable from collaborative partner(4) | — | | | 7.7 | |
| Tax impact on credit loss on note receivable from collaborative partner | — | | | (1.6) | |
| Acquisition-related intangible asset amortization | 107.1 | | | 94.9 | |
| Tax impact on acquisition-related intangible asset amortization | (24.3) | | | (21.1) | |
| Adjusted net income attributable to IDEX | $ | 598.5 | | | $ | 623.6 | |
| | | |
| Reported diluted EPS attributable to IDEX | $ | 6.64 | | | $ | 7.85 | |
| Fair value inventory step-up charges | 0.13 | | | 0.02 | |
| Tax impact on fair value inventory step-up charges | (0.02) | | | — | |
| Restructuring expenses and asset impairments | 0.12 | | | 0.15 | |
| Tax impact on restructuring expenses and asset impairments | (0.03) | | | (0.03) | |
| Gain on sale of businesses - net | (0.05) | | | (1.12) | |
| Tax impact on gain on sale of businesses - net | — | | | 0.30 | |
Credit loss on note receivable from collaborative partner(4) | — | | | 0.10 | |
| Tax impact on credit loss on note receivable from collaborative partner | — | | | (0.02) | |
| Acquisition-related intangible asset amortization | 1.41 | | | 1.25 | |
| Tax impact on acquisition-related intangible asset amortization | (0.31) | | | (0.28) | |
| Adjusted diluted EPS attributable to IDEX | $ | 7.89 | | | $ | 8.22 | |
| | | |
| Diluted weighted average shares outstanding | 75.9 | | | 75.9 | |
| | | | | | | | | | | |
4. Reconciliations of Net Income to Adjusted EBITDA (in millions) |
| | | |
| | | |
| For the Years Ended December 31, |
| 2024 | | 2023 |
| Reported net income | $ | 504.6 | | $ | 595.6 |
| Provision for income taxes | 134.7 | | 164.7 |
| Interest expense – net | 44.5 | | 51.7 |
| Gain on sale of businesses - net | (4.0) | | (84.7) |
| Depreciation | 68.5 | | 57.2 |
| Amortization | 107.1 | | 94.9 |
| Fair value inventory step-up charges | 9.6 | | 1.6 |
| Restructuring expenses and asset impairments | 9.3 | | 10.9 |
Credit loss on note receivable from collaborative partner(4) | — | | 7.7 |
| Adjusted EBITDA | $ | 874.3 | | $ | 899.6 |
| | | |
| Adjusted EBITDA Components | | | |
| FMT | $ | 406.3 | | $ | 416.1 |
| HST | 346.8 | | 359.5 |
| FSDP | 214.2 | | 208.6 |
| Corporate and other | (93.0) | | (84.6) |
| Total Adjusted EBITDA | $ | 874.3 | | $ | 899.6 |
| | | |
| Net sales | $ | 3,268.8 | | $ | 3,273.9 |
| | | |
| Net income margin | 15.4 | % | | 18.2 | % |
| Adjusted EBITDA margin | 26.7 | % | | 27.5 | % |
(1) Represents the sales from acquired or divested businesses during the first 12 months of ownership or prior to divestiture.
(2) The portion of sales attributable to foreign currency translation is calculated as the difference between (a) the period-to-period change in organic net sales, and (b) the period-to-period change in organic net sales after applying prior period foreign exchange rates to the current year period.
(3) The impact to Net sales represents the absence of the acceleration of previously deferred revenue of $17.9 million as a result of a customer’s decision to discontinue further investment in commercializing its COVID-19 testing application in 2022 that did not reoccur in 2023. See Note 14, “Restructuring Expenses and Asset Impairments,” in the Notes to Consolidated Financial Statements for further detail. (4) Represents a reserve recorded on an investment with a collaborative partner. See Note 3, “Collaborative Investments,” in the Notes to Consolidated Financial Statements for further detail.
Item 7A. 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 as well as inflationary factors.
Foreign Currency Exchange Rates
The Company’s foreign currency exchange rate risk is limited principally to the Euro, Swiss Franc, Canadian Dollar, British Pound, Indian Rupee, Chinese Renminbi, Swedish Krona, Japanese Yen and Brazilian Real. The Company manages its foreign exchange risk principally through invoicing customers in the same currency as the source of products. The foreign currency transaction (gains) losses for the years ended December 31, 2024, 2023 and 2022 were $(1.0) million, $7.3 million and
$(0.8) million, respectively, and are reported within Other (income) expense – net on the Consolidated Statements of Income. See Note 1, “Significant Accounting Policies,” in the Notes to Consolidated Financial Statements for further discussion.
Interest Rate Fluctuations
The Company has interest rate exposure due to $269.8 million of the $1,971.3 million debt outstanding at December 31, 2024 bearing floating rate debt. The Company’s Revolving Facility bears interest at either an alternate base rate or adjusted Term SOFR (or appropriate alternative currency reference rates) plus, in each case, an applicable margin based on the lower of the Company’s senior, unsecured, long-term debt rating or the Company’s applicable leverage ratio. At December 31, 2024, there was $269.8 million outstanding under the Revolving Facility with an interest rate of 3.84%.
Inflation Risk
We source a wide variety of materials and components from a network of global suppliers. While materials are typically available from numerous suppliers, they are subject to price fluctuations, including the impact of new or increased tariffs on imports, which could have a negative impact on our results. We seek to minimize the effects of inflation and changing prices through price increases to maintain reasonable gross margins.
Item 8. Financial Statements and Supplementary Data.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America, and as defined in Exchange Act Rule 13a-15(f).
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.
Management has used the framework set forth in the report entitled “Internal Control — Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission to assess the effectiveness of the Company’s internal control over financial reporting. Management excluded Mott Corporation from its assessment of internal controls over financial reporting as the acquisition occurred in 2024 (see Note 2, “Acquisitions and Divestitures,” in the Notes to Consolidated Financial Statements for further detail). This exclusion is in accordance with the general guidance from the Staff of the Securities and Exchange Commission that an assessment of a recently acquired business may be omitted from the scope of management’s assessment of internal control over financial reporting for one year following the acquisition. The total assets (excluding goodwill and intangible assets) and net sales of the current year acquisition represented approximately eight percent and two percent, respectively, of the Consolidated Financial Statement amounts as of and for the year ended December 31, 2024. Based on that assessment, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears herein.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of IDEX Corporation
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of IDEX Corporation and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 20, 2025, expressed an unqualified opinion on those financial statements.
As described in Management’s Report on Internal Control over Financial Reporting, management excluded Mott Corporation from its assessment of internal control over financial reporting as this acquisition occurred in the twelve months ended December 31, 2024. The combined total assets (excluding goodwill and intangible assets) and net sales of this acquisition represented approximately eight percent and two percent, respectively, of the consolidated financial statement amounts as of and for the year ended December 31, 2024. Accordingly, our audit did not include the internal control over financial reporting at this acquired company.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
| | | | | |
| /s/ DELOITTE & TOUCHE LLP | |
| |
| Chicago, Illinois | |
| February 20, 2025 | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of IDEX Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of IDEX Corporation and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 20, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue — Disaggregation of Revenue — Refer to Note 5 to the financial statements
Critical Audit Matter Description
The Company is a highly diversified business with a wide range of products and services that are offered in various markets throughout the world. The Company’s business activities are carried out by numerous individual business units, which offer a unique set of products and include niche markets within specific geographic areas.
We identified revenue as a critical audit matter given the disaggregated nature of the Company’s operations and business units generating revenue. This required extensive audit effort due to the volume of the underlying transactions and distinctiveness of each individual business unit. High levels of auditor judgment were necessary to determine the nature, timing, and extent of audit procedures and the level of disaggregation within the Company at which to perform such procedures, especially given limited market data for certain products or geographic areas.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company’s revenue transactions included the following, among others:
•We tested internal controls within the relevant revenue business processes, including controls over revenue recognition and controls over the review of significant revenue transactions and operating results.
•For revenue transactions not subject to detail transaction testing, we aggregated the revenue transactions at the reporting unit level and performed substantive analytical procedures. We developed independent expectations of revenue based on data derived from published industry indices and market and customer trends and compared our independent expectations to the revenue recorded by management.
•For a sample of revenue transactions, we performed detail transaction testing by agreeing the amounts recorded to source documents and determined that revenue was recognized appropriately.
| | | | | |
| /s/ DELOITTE & TOUCHE LLP | |
| |
| |
| Chicago, Illinois | |
| February 20, 2025 | |
We have served as the Company’s auditor since 1987.
IDEX CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share amounts)
| | | | | | | | | | | | | | | | | |
| | For the Year Ended December 31, |
| | 2024 | | 2023 | | 2022 |
| Net sales | $ | 3,268.8 | | | $ | 3,273.9 | | | $ | 3,181.9 | |
| Cost of sales | 1,823.6 | | | 1,827.0 | | | 1,755.0 | |
| Gross profit | 1,445.2 | | | 1,446.9 | | | 1,426.9 | |
| Selling, general and administrative expenses | 758.7 | | | 703.5 | | | 652.7 | |
| Restructuring expenses and asset impairments | 9.3 | | | 10.9 | | | 22.8 | |
| Operating income | 677.2 | | | 732.5 | | | 751.4 | |
| Gain on sale of businesses – net | (4.0) | | | (84.7) | | | (34.8) | |
| Other (income) expense – net | (2.6) | | | 5.2 | | | (3.9) | |
| Interest expense – net | 44.5 | | | 51.7 | | | 40.7 | |
| Income before income taxes | 639.3 | | | 760.3 | | | 749.4 | |
| Provision for income taxes | 134.7 | | | 164.7 | | | 162.7 | |
| Net income | 504.6 | | | 595.6 | | | 586.7 | |
| Net loss attributable to noncontrolling interest | 0.4 | | | 0.5 | | | 0.2 | |
| Net income attributable to IDEX | $ | 505.0 | | | $ | 596.1 | | | $ | 586.9 | |
| | | | | |
| Earnings per common share: | | | | | |
| Basic earnings per common share attributable to IDEX | $ | 6.66 | | | $ | 7.87 | | | $ | 7.74 | |
| Diluted earnings per common share attributable to IDEX | $ | 6.64 | | | $ | 7.85 | | | $ | 7.71 | |
| | | | | |
| Share data: | | | | | |
| Basic weighted average common shares outstanding | 75.7 | | | 75.6 | | | 75.7 | |
| Diluted weighted average common shares outstanding | 75.9 | | | 75.9 | | | 76.0 | |
See Notes to Consolidated Financial Statements.
IDEX CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
| | | | | | | | | | | | | | | | | |
| | For the Year Ended December 31, |
| | 2024 | | 2023 | | 2022 |
| Net income | $ | 504.6 | | | $ | 595.6 | | | $ | 586.7 | |
| Other comprehensive (loss) income: | | | | | |
| Pension and other postretirement adjustments, net of tax | 3.1 | | | (7.4) | | | 18.3 | |
| Cumulative translation adjustment | (88.2) | | | 87.8 | | | (74.9) | |
| Other comprehensive (loss) income, net of tax | (85.1) | | | 80.4 | | | (56.6) | |
| Comprehensive income | 419.5 | | | 676.0 | | | 530.1 | |
| Comprehensive loss attributable to noncontrolling interest | 0.4 | | | 0.5 | | | 0.2 | |
| Comprehensive income attributable to IDEX | $ | 419.9 | | | $ | 676.5 | | | $ | 530.3 | |
See Notes to Consolidated Financial Statements.
IDEX CORPORATION
CONSOLIDATED BALANCE SHEETS
(In millions, except per share amounts)
| | | | | | | | | | | |
| | As of December 31, |
| | 2024 | | 2023 |
| ASSETS | | | |
| Current assets | | | |
| Cash and cash equivalents | $ | 620.8 | | | $ | 534.3 | |
| Receivables – net | 465.9 | | | 427.8 | |
| Inventories – net | 429.7 | | | 420.8 | |
| Other current assets | 76.3 | | | 63.4 | |
| Total current assets | 1,592.7 | | | 1,446.3 | |
| Property, plant and equipment – net | 460.4 | | | 430.3 | |
| Goodwill | 3,251.7 | | | 2,838.3 | |
| Intangible assets – net | 1,284.8 | | | 1,011.8 | |
| Other noncurrent assets | 155.7 | | | 138.5 | |
| Total assets | $ | 6,745.3 | | | $ | 5,865.2 | |
| LIABILITIES AND EQUITY | | | |
| Current liabilities | | | |
| Trade accounts payable | $ | 197.8 | | | $ | 179.7 | |
| Accrued expenses | 278.7 | | | 271.5 | |
| Current portion of long-term borrowings | 100.7 | | | 0.6 | |
| Dividends payable | 52.5 | | | 48.5 | |
| Total current liabilities | 629.7 | | | 500.3 | |
| Long-term borrowings – net | 1,859.5 | | | 1,325.1 | |
| Deferred income taxes | 267.2 | | | 291.9 | |
| Other noncurrent liabilities | 194.8 | | | 206.7 | |
| Total liabilities | 2,951.2 | | | 2,324.0 | |
Commitments and contingencies (Note 10) | | | |
| Shareholders’ equity | | | |
| Preferred stock: | | | |
| Authorized: 5.0 million shares, $.01 per share par value; Issued: None | — | | | — | |
| Common stock: | | | |
| Authorized: 150.0 million shares, $.01 per share par value | | | |
| Issued: 90.1 million shares at both December 31, 2024 and 2023 | 0.9 | | | 0.9 | |
| Treasury stock at cost: 14.2 million shares at December 31, 2024 and 14.3 million shares at December 31, 2023 | (1,170.3) | | | (1,187.0) | |
| Additional paid-in capital | 864.8 | | | 839.0 | |
| Retained earnings | 4,230.2 | | | 3,934.3 | |
| Accumulated other comprehensive loss | (130.9) | | | (45.8) | |
| Total shareholders’ equity | 3,794.7 | | | 3,541.4 | |
| Noncontrolling interest | (0.6) | | | (0.2) | |
| Total equity | 3,794.1 | | | 3,541.2 | |
| Total liabilities and equity | $ | 6,745.3 | | | $ | 5,865.2 | |
See Notes to Consolidated Financial Statements.
IDEX CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
(In millions, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock Shares | | Common Stock and Additional Paid-In Capital | | Treasury Stock Shares | | Treasury Stock | | Accumulated Other Comprehensive Loss | | Retained Earnings | | Total Shareholders’ Equity | | Noncontrolling
Interest | | Total Equity |
| Balance, December 31, 2021 | 90.1 | | | $ | 796.5 | | | 13.9 | | | $ | (1,050.3) | | | $ | (69.6) | | | $ | 3,126.5 | | | $ | 2,803.1 | | | $ | — | | | $ | 2,803.1 | |
| Net income (loss) | — | | | — | | | — | | | — | | | — | | | 586.9 | | | 586.9 | | | (0.2) | | | 586.7 | |
| Other comprehensive loss, net of tax | — | | | — | | | — | | | — | | | (56.6) | | | — | | | (56.6) | | | — | | | (56.6) | |
| Net issuance of shares of treasury stock (net of tax of $3.1) | — | | | — | | | (0.2) | | | 14.1 | | | — | | | — | | | 14.1 | | | — | | | 14.1 | |
| Repurchases of common stock | — | | | | | 0.8 | | | (148.1) | | | — | | | — | | | (148.1) | | | — | | | (148.1) | |
| Share-based compensation | — | | | 21.6 | | | — | | | — | | | — | | | — | | | 21.6 | | | — | | | 21.6 | |
| Cash dividends declared - $2.40 per common share | — | | | — | | | — | | | — | | | — | | | (181.7) | | | (181.7) | | | — | | | (181.7) | |
| Contributions received from joint venture partner | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 0.5 | | | 0.5 | |
| Balance, December 31, 2022 | 90.1 | | | $ | 818.1 | | | 14.5 | | | $ | (1,184.3) | | | $ | (126.2) | | | $ | 3,531.7 | | | $ | 3,039.3 | | | $ | 0.3 | | | $ | 3,039.6 | |
| Net income (loss) | — | | | — | | | — | | | — | | | — | | | 596.1 | | | 596.1 | | | (0.5) | | | 595.6 | |
| Other comprehensive income, net of tax | — | | | — | | | — | | | — | | | 80.4 | | | — | | | 80.4 | | | — | | | 80.4 | |
| Net issuance of shares of treasury stock (net of tax of $2.8) | — | | | — | | | (0.3) | | | 21.5 | | | — | | | — | | | 21.5 | | | — | | | 21.5 | |
| Repurchases of common stock | — | | | — | | | 0.1 | | | (24.2) | | | — | | | — | | | (24.2) | | | — | | | (24.2) | |
| Share-based compensation | — | | | 21.8 | | | — | | | — | | | — | | | — | | | 21.8 | | | — | | | 21.8 | |
| Cash dividends declared - $2.56 per common share | — | | | — | | | — | | | — | | | — | | | (193.5) | | | (193.5) | | | — | | | (193.5) | |
| Balance, December 31, 2023 | 90.1 | | | $ | 839.9 | | | 14.3 | | | $ | (1,187.0) | | | $ | (45.8) | | | $ | 3,934.3 | | | $ | 3,541.4 | | | $ | (0.2) | | | $ | 3,541.2 | |
| Net income (loss) | — | | | — | | | — | | | — | | | — | | | 505.0 | | | 505.0 | | | (0.4) | | | 504.6 | |
| Other comprehensive loss, net of tax | — | | | — | | | — | | | — | | | (85.1) | | | — | | | (85.1) | | | — | | | (85.1) | |
| Net issuance of shares of treasury stock (net of tax of $2.7) | — | | | — | | | (0.1) | | | 16.7 | | | — | | | — | | | 16.7 | | | — | | | 16.7 | |
| Share-based compensation | — | | | 25.8 | | | — | | | — | | | — | | | — | | | 25.8 | | | — | | | 25.8 | |
| Cash dividends declared - $2.76 per common share | — | | | — | | | — | | | — | | | — | | | (209.1) | | | (209.1) | | | — | | | (209.1) | |
| Balance, December 31, 2024 | 90.1 | | | $ | 865.7 | | | 14.2 | | | $ | (1,170.3) | | | $ | (130.9) | | | $ | 4,230.2 | | | $ | 3,794.7 | | | $ | (0.6) | | | $ | 3,794.1 | |
See Notes to Consolidated Financial Statements.
IDEX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
| | | | | | | | | | | | | | | | | |
| | For the Year Ended December 31, |
| | 2024 | | 2023 | | 2022 |
| Cash flows from operating activities | | | | | |
| Net income | $ | 504.6 | | | $ | 595.6 | | | $ | 586.7 | |
| Adjustments to reconcile net income to net cash flows provided by operating activities: | | | | | |
| Gain on sale of businesses – net | (4.0) | | | (84.7) | | | (34.8) | |
| Asset impairments | 0.1 | | | 0.8 | | | 17.4 | |
| Credit loss on note receivable from collaborative partner | — | | | 7.7 | | | — | |
| Depreciation | 68.5 | | | 57.2 | | | 50.7 | |
| Amortization of intangible assets | 107.1 | | | 94.9 | | | 69.0 | |
| Share-based compensation expense | 25.8 | | | 21.8 | | | 21.6 | |
| Deferred income taxes | (19.4) | | | (14.7) | | | (18.5) | |
| Changes in (net of the effect from acquisitions/divestitures and foreign currency translation): | | | | | |
| Receivables – net | (16.9) | | | 20.5 | | | (71.7) | |
| Inventories – net | 17.6 | | | 66.2 | | | (72.4) | |
| Other current assets | (0.1) | | | (6.5) | | | (0.5) | |
| Trade accounts payable | 8.9 | | | (25.3) | | | 17.6 | |
| Deferred revenue | (17.9) | | | 12.7 | | | (25.0) | |
| Accrued expenses | (8.6) | | | (34.8) | | | 16.6 | |
| Other – net | 2.4 | | | 5.3 | | | 0.7 | |
| Net cash flows provided by operating activities | 668.1 | | | 716.7 | | | 557.4 | |
| Cash flows from investing activities | | | | | |
| Capital expenditures | (65.1) | | | (89.9) | | | (68.0) | |
| Acquisition of businesses, net of cash acquired | (984.5) | | | (311.8) | | | (945.6) | |
| Proceeds from sale of businesses, net of cash remitted | 45.1 | | | 118.6 | | | 49.4 | |
| Purchase of marketable securities | — | | | (29.0) | | | — | |
| Proceeds from sale of marketable securities | 4.5 | | | 24.8 | | | 39.7 | |
| Other – net | (6.5) | | | 3.5 | | | 7.3 | |
| Net cash flows used in investing activities | (1,006.5) | | | (283.8) | | | (917.2) | |
| Cash flows from financing activities | | | | | |
| Borrowings under revolving credit facilities | 279.3 | | | — | | | 210.4 | |
| Payments under revolving credit facilities | (69.1) | | | — | | | (135.0) | |
| Proceeds from issuance of long-term borrowings | 496.7 | | | 100.0 | | | 200.0 | |
| Payment of long-term borrowings | (50.0) | | | (250.0) | | | — | |
| Debt issuance costs | (1.7) | | | — | | | — | |
| Cash dividends paid to shareholders | (205.3) | | | (190.7) | | | (177.4) | |
| Proceeds from share issuances, net of shares withheld for taxes | 16.7 | | | 21.5 | | | 14.1 | |
| Repurchases of common stock | — | | | (24.2) | | | (148.1) | |
| Other – net | (0.7) | | | (1.3) | | | (1.8) | |
| Net cash flows provided by (used in) financing activities | 465.9 | | | (344.7) | | | (37.8) | |
| Effect of exchange rate changes on cash and cash equivalents | (22.9) | | | 15.9 | | | (27.6) | |
| Net increase (decrease) in cash and cash equivalents and restricted cash | 104.6 | | | 104.1 | | | (425.2) | |
Cash and cash equivalents at beginning of year(1) | 534.3 | | | 430.2 | | | 855.4 | |
Cash and cash equivalents and restricted cash at end of year(1) | $ | 638.9 | | | $ | 534.3 | | | $ | 430.2 | |
| Supplemental cash flow information | | | | | |
| Cash paid for: | | | | | |
| Interest | $ | 47.4 | | | $ | 50.8 | | | $ | 37.1 | |
| Income taxes - net | 171.4 | | | 199.5 | | | 175.6 | |
(1) Includes $18.1 million of restricted cash at December 31, 2024. The restricted cash has been included in Other current assets in the Consolidated Balance Sheets. There was no restricted cash as of December 31, 2023, December 31, 2022 or December 31, 2021.
See Notes to Consolidated Financial Statements.
IDEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
1.Significant Accounting Policies
Business
IDEX is an applied solutions provider specializing in the manufacturing of fluid and metering technologies, health and science technologies and fire, safety and other diversified products built to customers’ specifications. IDEX’s products are sold in niche markets across a wide range of industries throughout the world. The Company operates through three reportable segments: Fluid & Metering Technologies (“FMT”), Health & Science Technologies (“HST”) and Fire & Safety/Diversified Products (“FSDP”).
Consolidation and Basis of Presentation
The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Consolidated Financial Statements include the Company and its subsidiaries. All intercompany transactions and accounts have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The principal areas of estimation reflected in the financial statements are revenue recognition, sales returns and allowances, allowance for credit losses, inventory valuation, recoverability of long-lived assets, valuation of goodwill and intangible assets, income taxes, product warranties, contingencies and litigation, insurance-related items, defined benefit retirement plans and purchase accounting related to acquisitions.
Revenue Recognition
The Company accounts for a contract with a customer when it has approval from both parties, the rights and payment terms are identified, the contract has commercial substance and collectability of the consideration is probable. The Company determines the appropriate revenue recognition by analyzing the terms and conditions of the contract. Revenue, or Net sales, is recognized when control of the products or services is transferred to a customer at an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring the products or providing the services. Control is transferred to customers when performance obligations within a contract are satisfied. A performance obligation is a promise to transfer a distinct product or service to a customer.
The majority of the Company’s contracts have a single performance obligation which represents, in most cases, the product being sold to the customer. Some contracts include multiple performance obligations such as a product and related installation, extended warranty, engineering, software and/or maintenance services.
For contracts that require complex design, manufacturing and installation activities, certain performance obligations may not be separately identifiable and, therefore, not distinct. As a result, the entire contract is accounted for as a single performance obligation. For contracts that include distinct products or services that are substantially the same and have the same pattern of transfer to the customer over time, they are recognized as a series of distinct products or services. For product sales, each product sold to a customer generally represents a distinct performance obligation. For contracts with multiple performance obligations, the Company allocates the total transaction price to each performance obligation in an amount based on the relative standalone selling prices of the promised products or services underlying each performance obligation. When available, the observable standalone sales are used in the allocation of the total transaction price, but in certain cases, the Company may be required to estimate the standalone selling price using the expected cost plus margin approach, under which it forecasts the expected costs of satisfying a performance obligation and then adds an appropriate margin for the distinct product or service.
The Company’s performance obligations are satisfied at either a point in time or over time as work progresses. For performance obligations satisfied at a point in time, revenue is recognized when control transfers to the customer, typically upon shipment. For performance obligations in which the Company transfers control of a product or service over time, revenue
is recognized over time as work is performed. Typically, this results when the Company performs services over time or the Company creates a product with no alternative use and has an enforceable right to payment for its performance to date.
When accounting for over-time contracts, the Company generally uses a cost input measure to determine the extent of progress towards completion of the performance obligation. The Company believes this measure of progress best depicts the transfer of control to the customer which occurs as the Company incurs costs on its contracts. Incurred cost represents work performed, which corresponds with the transfer of control to the customer. Contract costs include labor, material and overhead. Revenue is recognized based on the relationship between actual costs incurred to date for each contract and the total estimated costs for such contract at completion of the performance obligation.
As a significant change in one or more of these estimates could affect the profitability of the Company’s contracts, the Company reviews and updates its estimates regularly. Due to uncertainties inherent in the estimation process, it is reasonably possible that completion costs, including those arising from contract penalty provisions and final contract settlements, will be revised. Such revisions to costs and income are recognized in the period in which the revisions are determined as a cumulative catch-up adjustment. The impact of the adjustment on profit recorded to date on a contract is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance are recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, the Company recognizes provisions for estimated losses on incomplete contracts in the period in which such losses are determined.
The Company records allowances for discounts and product returns at the time of sale as a reduction of revenue as such allowances can be reliably estimated based on historical experience and known trends. The Company also offers product warranties (primarily assurance-type) and accrues its estimated exposure for warranty claims at the time of sale based upon the length of the warranty period, warranty costs incurred and any other related information known to the Company.
Contract Assets and Liabilities
The timing of billings and cash collections can result in customer receivables, billings in excess of revenue recognized, advance payments or deposits. Customer receivables include both amounts billed and currently due from customers as well as unbilled amounts (contract assets) and are included in Receivables - net on the Consolidated Balance Sheets. Amounts are billed in accordance with contractual terms or as work progresses. Unbilled amounts arise when the timing of billing differs from the timing of revenue recognized, such as when contract provisions require specific milestones to be met before a customer can be billed. Unbilled amounts primarily relate to performance obligations satisfied over time when the cost-to-cost method is utilized and the revenue recognized exceeds the amount billed to the customer as there is not yet a right to invoice in accordance with contractual terms. Unbilled amounts are recorded as a contract asset when the revenue associated with the contract is recognized prior to billing and derecognized when billed in accordance with the terms of the contract.
Contract liabilities include advance payments, deposits and billings in excess of revenue recognized and are included in deferred revenue which is classified as current or noncurrent based on the timing of when the Company expects to recognize the revenue. The current portion is included in Accrued expenses and the noncurrent portion is included in Other noncurrent liabilities on the Consolidated Balance Sheets. Advance payments, deposits and billings in excess of revenue represent contract liabilities and are recorded when customers remit contractual cash payments in advance of satisfaction of performance obligations under contractual arrangements, including those with performance obligations satisfied over time. The Company generally receives advance payments from customers related to maintenance services which are recognized ratably over the service term. The Company also receives deposits from customers on certain orders which the Company recognizes as revenue at a point in time. Contract liabilities are derecognized when revenue is recognized.
Shipping and Handling Costs
Shipping and handling costs are included in Cost of sales and are recognized as a period expense during the period in which they are incurred.
Advertising Costs
Advertising costs of $16.9 million, $15.9 million and $14.9 million for 2024, 2023 and 2022, respectively, are expensed as incurred within Selling, general and administrative expenses.
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with an original maturity of 3 months or less to be cash and cash equivalents.
Marketable Securities
From time to time, the Company may hold investments in marketable securities, which are recorded in Other current assets in the Consolidated Balance Sheets. These investments are recorded at fair value, with gains and losses, dividends and interest income included in Other (income) expense – net in the Consolidated Statements of Income. See Note 8, “Fair Value Measurements,” for further discussion on the marketable securities held by the Company.
Accounts Receivable and Allowance for Credit Losses
Accounts receivable are recorded at face amount less an allowance for credit losses. The allowance is an estimate based on historical collection experience, current and future economic and market conditions and a review of the current status of each customer’s trade accounts receivable. Management evaluates the aging of the accounts receivable balances and the financial condition of its customers and all other forward-looking information that is reasonably available to estimate the amount of accounts receivable that may not be collected in the future and records the appropriate provision.
Inventories
The Company states inventories at the lower of cost or net realizable value. Cost, which includes material, labor and overhead, is determined on a first in, first out basis. The Company makes adjustments to reduce the cost of inventory to its net realizable value, if required, for estimated excess, obsolete, zero usage or impaired balances. Factors influencing these adjustments include changes in market demand, product life cycle and engineering changes.
Impairment of Long-Lived Assets
A long-lived asset is reviewed for impairment if an event occurs or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value, as measured by comparing its net book value to the projected undiscounted future cash flows generated by its use. The Company groups and evaluates these long-lived assets for impairment at the lowest level at which individual cash flows can be identified. A long-lived asset impairment exists when the carrying value of the asset group exceeds its fair value. The amount and timing of the impairment charge for an asset group requires the estimation of future cash flows, which are then discounted to determine the fair value of the asset group. An impaired asset group is recorded at its estimated fair value. Refer to Note 14, “Restructuring Expenses and Asset Impairments,” for further discussion on impairment of long-lived assets.
Goodwill and Indefinite-Lived Intangible Assets
Accounting Standards Codification (“ASC”) 350, Goodwill and Other Intangible Assets (“ASC 350”), requires that the Company review the carrying value of goodwill and indefinite-lived intangible assets annually, or if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or asset below its carrying value. The Company evaluates the recoverability of these assets as of October 31 based on the estimated fair value of each reporting unit and the indefinite-lived intangible assets. See Note 6, “Goodwill and Intangible Assets,” for further discussion on goodwill and indefinite-lived intangible assets.
Borrowing Expenses
Expenses incurred in securing and issuing debt are capitalized and amortized over the life of the related borrowing and the related amortization is included in Interest expense - net in the Consolidated Statements of Income. Debt issuance costs related to senior notes and term loans are included as a reduction of the carrying amount of the related borrowing. Debt issuance costs related to securing the Company’s Revolving Facility are included in Other noncurrent assets in the Consolidated Balance Sheets.
Earnings per Common Share
Diluted earnings per common share (“EPS”) attributable to IDEX is computed by dividing Net income attributable to IDEX by the weighted average number of common shares outstanding (basic) plus common stock equivalents outstanding (diluted) during the year. Common stock equivalents consist of restricted stock, performance share units and stock options, which have been included in the calculation of weighted average common shares outstanding using the treasury stock method.
ASC 260, Earnings Per Share (“ASC 260”), concludes that all outstanding unvested share-based payment awards that contain rights to non-forfeitable 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 computing basic and diluted earnings per share. The Company has determined that its outstanding shares of restricted stock granted prior to the adoption of the IDEX Corporation 2024 Incentive Award Plan (the “2024 Incentive Award Plan”) are participating securities. Accordingly, Diluted EPS attributable to IDEX was computed using the two-class method prescribed by ASC 260. Under the 2024 Incentive Award Plan, dividend rights for restricted stock are subject to the same vesting requirements as the underlying restricted stock awards. Consequently, any restricted stock awarded under the 2024 Incentive Award Plan will not be considered participating securities.
Basic weighted average common shares outstanding reconciles to diluted weighted average common shares outstanding as follows:
| | | | | | | | | | | | | | | | | |
| 2024 | | 2023 | | 2022 |
| Basic weighted average common shares outstanding | 75.7 | | | 75.6 | | | 75.7 | |
| Dilutive effect of restricted stock, performance share units and stock options | 0.2 | | | 0.3 | | | 0.3 | |
| Diluted weighted average common shares outstanding | 75.9 | | | 75.9 | | | 76.0 | |
Share-based payment awards that were not included in the computation of Diluted EPS attributable to IDEX because the effect of their inclusion would have been antidilutive were as follows:
| | | | | | | | | | | | | | | | | |
| 2024 | | 2023 | | 2022 |
| Antidilutive shares not included in Diluted EPS attributable to IDEX | 0.4 | | | 0.2 | | | 0.5 | |
Share-Based Compensation
The Company accounts for share-based payments in accordance with ASC 718, Compensation-Stock Compensation. Accordingly, the Company expenses the fair value of the awards granted under its share-based compensation plans. That cost is recognized in the Consolidated Financial Statements over the requisite service period of the grants. See Note 15, “Share-Based Compensation,” for further discussion on share-based compensation.
Depreciation and Amortization
Property and equipment are stated at historical cost, net of accumulated depreciation. Depreciation is recorded using the straight-line method over each asset’s estimated useful life. Property and equipment are generally depreciated over the following estimated useful lives:
| | | | | |
| Land improvements | 8 to 12 years |
| Buildings and improvements | 8 to 30 years |
| Machinery, equipment and other | 3 to 12 years |
| Office and transportation equipment | 2 to 10 years |
Certain identifiable intangible assets are amortized over their estimated useful lives using the straight-line method. The estimated useful lives used in the computation of amortization of identifiable intangible assets are as follows:
| | | | | |
| Patents | 5 to 20 years |
| Trade names | 15 to 20 years |
| Customer relationships | 5 to 20 years |
| Unpatented technology | 8 to 20 years |
| Software | 5 years |
Research and Development Expenditures
Costs associated with engineering activities, including research and development, are expensed in the period incurred and are included in Cost of sales.
Total engineering expenses, which include research and development as well as application and support engineering, were $111.2 million, $107.5 million and $95.4 million in 2024, 2023 and 2022, respectively. Research and development expenses, which include costs associated with developing new products and major improvements to existing products, were $67.4 million, $68.4 million and $61.4 million in 2024, 2023 and 2022, respectively.
Foreign Currency Translation and Transaction
The functional currency of substantially all operations outside the United States is the respective local currency. Accordingly, those foreign currency balance sheet accounts have been translated using the exchange rates in effect as of the balance sheet date and the income statement amounts have been translated using the average monthly exchange rates for the year. Translation adjustments from year to year have been reported in Accumulated other comprehensive loss in the Consolidated Balance Sheets. Foreign currency transaction gains and losses from transactions denominated in a currency other than the functional currency of the subsidiary involved are reported within Other (income) expense – net in the Consolidated Statements of Income. Net transaction (gain) loss for the years ended December 31, 2024, 2023 and 2022 was $(1.0) million, $7.3 million and $(0.8) million, respectively.
Income Taxes
Income tax expense includes U.S., state, local and international income taxes. Deferred tax assets and liabilities are recognized for the tax consequences of temporary differences between the financial reporting and tax bases of existing assets and liabilities and for loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. See Note 12, “Income Taxes,” for further discussion on income taxes.
Concentration of Credit Risk
The Company is not dependent on a single customer as its largest customer accounted for less than 3% of net sales for all years presented.
Recently Adopted Accounting Standards
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves the disclosures required for reportable segments in the Company’s annual and interim financial statements, primarily through enhanced disclosures about significant segment expenses. The Company adopted this standard on a retrospective basis during the year ended December 31, 2024. The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements, but resulted in additional segment expense disclosures. See Note 13, “Business Segments and Geographic Information,” for further detail.
Recently Issued Accounting Standards
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to disclose standard categories in the tax rate reconciliation, additional information for reconciling items that meet a quantitative threshold and income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Adoption of this ASU should be applied prospectively, but may be applied retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this standard on the Company’s financial statement disclosures.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires public entities to disclose, within the footnotes to the financial statements, disaggregated information about certain income statement expense captions, including disclosure of amounts for purchases of inventory, employee compensation, depreciation and intangible asset amortization, included in each relevant expense caption. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU should be applied prospectively, but may be applied retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this standard on the Company’s financial statement disclosures.
2. Acquisitions and Divestitures
All of the Company’s acquisitions of businesses have been accounted for under ASC 805, Business Combinations. Accordingly, the assets and liabilities of the acquired companies, after adjustments to reflect the fair values assigned to the assets and liabilities, have been included in the Company’s Consolidated Balance Sheets from their respective dates of acquisition. The results of operations of businesses acquired have been included in the Company’s Consolidated Statements of Income since their respective dates of acquisition. Supplemental pro forma information has not been provided as the acquisitions did not have a material impact on the Company’s Consolidated Financial Statements individually or in the aggregate.
The Company makes a preliminary allocation of the purchase price for each acquisition as of the acquisition date based on its understanding of the fair value of the acquired assets and assumed liabilities. These nonrecurring fair value measurements are classified as Level 3 in the fair value hierarchy. As the Company continues to obtain additional information, primarily related to the valuations of these assets and liabilities, and continues to integrate the newly acquired business, the Company will refine the estimates of fair value and more accurately allocate the purchase price through the completion of the measurement period, which is not to exceed one year from the date of acquisition. Only items that existed as of the acquisition date are considered for subsequent adjustment to the purchase price allocation. Goodwill recognized reflects the strategic fit, revenue and earnings growth potential of the acquired business and its synergies with existing IDEX businesses.
2024 Acquisitions
Mott Corporation
On September 5, 2024, the Company acquired Mott Corporation and its subsidiaries (“Mott”) in a stock acquisition. Mott is a leading microfiltration business specializing in the design, customization and manufacturing of sintered porous metal components and engineered solutions used in fluidic applications. Headquartered in Farmington, Connecticut, Mott operates in the Scientific Fluidics & Optics reporting unit within the Company’s HST segment. Mott was acquired for cash consideration of $986.2 million, net of cash acquired of $3.1 million. The purchase price was funded using a combination of cash on hand of $211.9 million, borrowings under the Company’s Revolving Facility of $279.3 million and net proceeds of $495.0 million from the issuance of the Company’s 4.950% Senior Notes (defined in Note 7, “Borrowings”). Goodwill and intangible assets recognized as part of this transaction were $483.6 million and $412.8 million, respectively. The goodwill is expected to be primarily deductible for tax purposes.
As of December 31, 2024, the preliminary allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, is as follows:
| | | | | |
| Total |
| Current assets, net of cash acquired | $ | 87.2 | |
| Property, plant and equipment | 53.7 | |
| Goodwill | 483.6 |
| Intangible assets | 412.8 |
| Other noncurrent assets | 14.7 |
| Total assets acquired | 1,052.0 | |
| Current liabilities | (45.4) | |
| Deferred income taxes | (9.2) | |
| Other noncurrent liabilities | (11.2) | |
| Net assets acquired | $ | 986.2 | |
Acquired intangible assets consist of trade names, customer relationships and unpatented technology. The acquired intangible assets and weighted average amortization periods are as follows:
| | | | | | | | | | | |
| Total | | Weighted Average Life (in years) |
| Trade names | $ | 42.0 | | | 15 |
| Customer relationships | 269.0 | | | 14 |
| Unpatented technology | 101.8 | | | 13 |
| Acquired intangible assets | $ | 412.8 | | | |
In January 2025, the Company finalized the purchase price of Mott, resulting in a reduction to the purchase price of $4.2 million. Funds were received by the Company in January 2025.
2023 Acquisitions
Iridian
On May 19, 2023, the Company acquired Iridian Spectral Technologies (“Iridian”) in a stock acquisition. Iridian is a global leader in designing and manufacturing thin-film, multi-layer optical filters serving the laser communications, telecommunications and life sciences markets and expands the Company’s array of optical technology offerings. Headquartered in Ottawa, Canada, Iridian operates in the Company’s Scientific Fluidics & Optics reporting unit within the HST segment. Iridian was acquired for cash consideration of $109.8 million. The entire purchase price was funded with cash on hand. Goodwill and intangible assets recognized as part of this transaction were $54.2 million and $44.1 million, respectively. The goodwill is not deductible for tax purposes.
The final allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, is as follows:
| | | | | |
| Total |
| Current assets, net of cash acquired | $ | 10.6 | |
| Property, plant and equipment | 19.4 | |
| Goodwill | 54.2 |
| Intangible assets | 44.1 |
| Other noncurrent assets | 5.4 |
| Total assets acquired | 133.7 |
| Current liabilities | (1.2) | |
| Deferred income taxes | (17.8) | |
| Other noncurrent liabilities | (4.9) | |
| Net assets acquired | $ | 109.8 | |
Acquired intangible assets consist of trade names, customer relationships and unpatented technology. The acquired intangible assets and weighted average amortization periods are as follows:
| | | | | | | | | | | |
| Total | | Weighted Average Life (in years) |
| Trade names | $ | 5.2 | | | 15 |
| Customer relationships | 27.8 | | | 12 |
| Unpatented technology | 11.1 | | | 11 |
| Acquired intangible assets | $ | 44.1 | | | |
STC
On December 14, 2023, the Company acquired STC Material Solutions (“STC”) in a stock acquisition. STC specializes in the design and manufacturing of technical ceramics and hermetic sealing products for critical applications in the semiconductor, aerospace and defense, industrial technology, medical technology and energy markets. Headquartered in St. Albans, Vermont, with additional operations in Santa Ana, California, STC operates in the Company’s Scientific Fluidics & Optics reporting unit within the HST segment. STC was acquired for cash consideration of $200.4 million. The entire purchase price was funded with cash on hand. Goodwill and intangible assets recognized as part of this transaction were $104.3 million and $92.3 million, respectively. The goodwill is not deductible for tax purposes.
The final allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, is as follows:
| | | | | |
| Total |
| Current assets, net of cash acquired | $ | 16.7 | |
| Property, plant and equipment | 12.1 | |
| Goodwill | 104.3 | |
| Intangible assets | 92.3 | |
| Other noncurrent assets | 3.0 | |
| Total assets acquired | 228.4 | |
| Current liabilities | (5.5) | |
| Deferred income taxes | (19.8) | |
| Other noncurrent liabilities | (2.7) | |
Net assets acquired(1) | $ | 200.4 | |
(1) During the first quarter of 2024, the Company finalized the purchase price of STC, resulting in a $1.6 million downward adjustment to the purchase price of the STC business.
Acquired intangible assets consist of trade names, customer relationships and unpatented technology. The acquired intangible assets and weighted average amortization periods are as follows:
| | | | | | | | | | | |
| Total | | Weighted Average Life (in years) |
| Trade names | $ | 9.3 | | | 15 |
| Customer relationships | 63.0 | | | 15 |
| Unpatented technology | 20.0 | | | 11 |
| Acquired intangible assets | $ | 92.3 | | | |
2022 Acquisitions
Nexsight
On February 28, 2022, the Company acquired Nexsight, LLC and its businesses Envirosight, WinCan, MyTana and Pipeline Renewal Technologies (“Nexsight”) in a partial stock and partial asset acquisition. Nexsight complements and creates synergies with the Company’s existing iPEK and ADS business units that design and create sewer crawlers, inspection and monitoring systems and software applications that allow teams to identify, anticipate and correct wastewater system issues remotely. Headquartered in Randolph, New Jersey, Nexsight operates in the Company’s Water reporting unit within the FMT segment. Nexsight was acquired for cash consideration of $112.5 million. The entire purchase price was funded with cash on hand. Goodwill and intangible assets recognized as part of this transaction were $54.7 million and $49.8 million, respectively. Of the total goodwill balance recognized, $41.9 million was deductible for tax purposes.
The final allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, is as follows:
| | | | | |
| Total |
| Current assets, net of cash acquired | $ | 16.6 | |
| Property, plant and equipment | 2.0 | |
| Goodwill | 54.7 |
| Intangible assets | 49.8 |
| Other noncurrent assets | 4.3 |
| Total assets acquired | 127.4 |
| Current liabilities | (9.2) | |
| Deferred income taxes | (1.9) | |
| Other noncurrent liabilities | (3.8) | |
| Net assets acquired | $ | 112.5 | |
Acquired intangible assets consist of trade names, customer relationships and software. The acquired intangible assets and weighted average amortization periods are as follows:
| | | | | | | | | | | |
| Total | | Weighted Average Life (in years) |
| Trade names | $ | 13.5 | | | 15 |
| Customer relationships | 31.5 | | | 10 |
| Software | 4.8 | | | 5 |
| Acquired intangible assets | $ | 49.8 | | | |
KZValve
On May 2, 2022, the Company acquired KZ CO. (“KZValve”) in an asset acquisition. KZValve is a leading manufacturer of electric valves and controllers used primarily in agricultural applications. KZValve augments and expands IDEX’s agricultural portfolio, complementing Banjo’s current fluid management solutions for these applications. Headquartered in Greenwood, Nebraska, KZValve operates in the Company’s Agriculture reporting unit within the FMT segment. KZValve was acquired for cash consideration of $120.1 million. The entire purchase was funded with cash on hand. Goodwill and intangible assets recognized as part of this transaction were $56.4 million and $52.0 million, respectively. The goodwill is deductible for tax purposes.
The final allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, is as follows:
| | | | | |
| Total |
| Current assets, net of cash acquired | $ | 9.7 | |
| Property, plant and equipment | 1.8 | |
| Goodwill | 56.4 | |
| Intangible assets | 52.0 | |
| Deferred income taxes | 0.2 | |
| Other noncurrent assets | 1.0 | |
| Total assets acquired | 121.1 | |
| Current liabilities | (1.0) | |
| Net assets acquired | $ | 120.1 | |
Acquired intangible assets consist of trade names, customer relationships and unpatented technology. The acquired intangible assets and weighted average amortization periods are as follows:
| | | | | | | | | | | |
| Total | | Weighted Average Life (in years) |
| Trade names | $ | 7.5 | | | 15 |
| Customer relationships | 36.0 | | | 13 |
| Unpatented technology | 8.5 | | | 10 |
| Acquired intangible assets | $ | 52.0 | | | |
Muon Group
On November 18, 2022, the Company acquired the stock of Muon B.V. and its subsidiaries (“Muon Group”). Muon Group manufactures highly precise flow paths in a variety of materials that enable the movement of various liquids and gases in critical applications for medical, semiconductor, food processing, digital printing and filtration technologies. Muon Group maintains operations in Hapert, the Netherlands; Eerbeek, the Netherlands; Wijchen, the Netherlands; Dorset, England and Pune, India and operates in the Company’s Scientific Fluidics & Optics reporting unit within the HST segment. Muon Group was acquired for cash consideration of $713.0 million. The purchase price was funded with $342.6 million of cash on hand, $170.4 million of proceeds from the Company’s Revolving Facility and $200.0 million of proceeds from the Company’s Term Facility (defined in Note 7, “Borrowings”). Goodwill and intangible assets recognized as part of this transaction were $396.6 million and $319.1 million, respectively. The goodwill is not deductible for tax purposes.
The final allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, is as follows:
| | | | | |
| Total |
| Current assets, net of cash acquired | $ | 51.4 | |
| Property, plant and equipment | 57.6 | |
| Goodwill | 396.6 | |
| Intangible assets | 319.1 | |
| Other noncurrent assets | 9.6 | |
| Total assets acquired | 834.3 | |
| Current liabilities | (26.8) | |
| Deferred income taxes | (83.5) | |
| Other noncurrent liabilities | (11.0) | |
| Net assets acquired | $ | 713.0 | |
Acquired intangible assets consist of trade names, customer relationships and unpatented technology. The acquired intangible assets and weighted average amortization periods are as follows:
| | | | | | | | | | | |
| Total | | Weighted Average Life (in years) |
| Trade names | $ | 38.3 | | | 15 |
| Customer relationships | 212.4 | | | 13 |
| Unpatented technology | 68.4 | | | 11 |
| Acquired intangible assets | $ | 319.1 | | | |
Acquisition-Related Costs
The Company incurred acquisition costs related to completed, pending and potential transactions, including those that ultimately were not completed. These costs were recorded in Selling, general and administrative expenses in the Company’s Consolidated Statements of Income. The Company also incurred fair value inventory step-up charges associated with completed acquisitions. These costs were recorded in Cost of sales in the Company’s Consolidated Statements of Income. A summary of the acquisition costs and the fair value inventory step-up charges recorded in the years ended December 31, 2024, 2023 and 2022 are presented in the following table:
| | | | | | | | | | | | | | | | | | | | |
| | 2024 | | 2023 | | 2022 |
| Acquisition costs | | $ | 10.4 | | | $ | 7.3 | | | $ | 6.8 | |
| Fair value inventory step-up charges | | 9.6 | | | 1.6 | | | 8.5 | |
Divestitures
The Company periodically reviews its businesses relative to its core business. As such, from time to time, the Company may sell various businesses or assets for a variety of reasons. Any resulting gain or loss recognized due to divestitures is recorded within Gain on sale of businesses - net in the Consolidated Statements of Income. The divestitures did not represent a strategic shift that had a major effect on operations and financial results and, therefore, did not qualify for presentation as discontinued operations.
On June 3, 2024, the Company completed the sale of Alfa Valvole, Srl (“Alfa Valvole”) for proceeds of $45.1 million, net of cash remitted, resulting in a gain on the sale of $4.0 million, net of a release of cumulative foreign currency translation losses of $5.5 million. There was no income tax impact associated with this transaction in the Consolidated Statements of Income due to the participation exemption of its consolidated group. The results of Alfa Valvole were reported in the Valves reporting unit within the FMT segment through the date of disposition.
On December 29, 2023, the Company completed the sale of Novotema, SpA (“Novotema”) for proceeds of $8.3 million, net of cash remitted, resulting in a loss on the sale of $9.1 million. There was no income tax impact associated with this transaction in the Consolidated Statements of Income due to the participation exemption of its consolidated group. The results of Novotema were reported in the Sealing Solutions reporting unit within the HST segment through the date of disposition.
On August 3, 2023, the Company completed the sale of Micropump, Inc. (“Micropump”) for proceeds of $110.3 million, net of cash remitted, resulting in a pre-tax gain on the sale of $93.8 million. The divestiture resulted in $22.7 million of income tax expense in the Consolidated Statements of Income during the year ended December 31, 2023. Micropump was its own reporting unit and its results were reported within the HST segment through the date of disposition.
On September 9, 2022, the Company completed the sale of Knight LLC (“Knight”) for proceeds of $49.4 million, net of cash remitted, resulting in a pre-tax gain on the sale of $34.8 million. The divestiture resulted in $5.5 million of income tax expense in the Consolidated Statements of Income during the year ended December 31, 2022. The results of Knight were reported in the Water reporting unit within the FMT segment through the date of disposition.
3. Collaborative Investments
On May 12, 2020, a subsidiary of IDEX entered into a joint venture agreement with a third party to form a limited liability company (the “Joint Venture”) that manufactures and sells high performance elastomer seals for the oil and gas industry to customers within the Kingdom of Saudi Arabia as well as exports these high performance elastomer seals outside of the Kingdom of Saudi Arabia. The Joint Venture maintains operations in Dammam, Saudi Arabia and operates in the Company’s Sealing Solutions reporting unit within the HST segment. The Company has contributed $0.7 million for 55% of the share capital while the third-party partner has contributed $0.6 million for 45% of the share capital. The Joint Venture has been selling since July 2022. Since IDEX controls the entity, IDEX has consolidated the Joint Venture and recorded a Noncontrolling interest in its Consolidated Financial Statements.
During 2021 and 2022, a subsidiary of IDEX funded a total of $7.2 million in promissory notes as an investment in a start-up company that provides communication technology to improve individual performance and team coordination for firefighters’ responses, which aligns with IDEX’s FSDP segment’s strategic plan. On a quarterly basis, the Company evaluated whether an allowance for credit losses was required for these promissory notes and measured the allowance using the current expected credit loss model. During the second quarter of 2023, IDEX determined that its investment may no longer be recoverable. As a result, IDEX recorded a credit loss of $7.7 million in Other (income) expense – net in the Consolidated Statements of Income and a reserve in Other noncurrent assets on the Consolidated Balance Sheets for the full amount of the principal and accrued interest outstanding. During the fourth quarter of 2023, IDEX converted the promissory notes to equity, resulting in a cost method investment with zero value.
4. Balance Sheet Components
| | | | | | | | | | | |
| | December 31, |
| | 2024 | | 2023 |
| RECEIVABLES - NET | | | |
| Customers | $ | 461.0 | | | $ | 419.0 | |
| Other | 14.7 | | | 16.3 | |
| Total | 475.7 | | | 435.3 | |
| Less: allowance for credit losses | 9.8 | | | 7.5 | |
| Receivables - net | $ | 465.9 | | | $ | 427.8 | |
| INVENTORIES - NET | | | |
| Raw materials and components parts | $ | 285.5 | | | $ | 268.1 | |
| Work in process | 34.4 | | | 44.5 | |
| Finished goods | 109.8 | | | 108.2 | |
| Inventories - net | $ | 429.7 | | | $ | 420.8 | |
| PROPERTY, PLANT AND EQUIPMENT - NET | | | |
| Land and improvements | $ | 30.0 | | | $ | 30.8 | |
| Buildings and improvements | 268.9 | | | 234.7 | |
| Machinery, equipment and other | 607.9 | | | 551.0 | |
| Office and transportation equipment | 108.6 | | | 106.0 | |
| Construction in progress | 34.9 | | | 53.5 | |
| Total | 1,050.3 | | | 976.0 | |
| Less: accumulated depreciation and amortization | 589.9 | | | 545.7 | |
| Property, plant and equipment - net | $ | 460.4 | | | $ | 430.3 | |
| ACCRUED EXPENSES | | | |
| Payroll and related items | $ | 105.0 | | | $ | 97.1 | |
| Management incentive compensation | 14.6 | | | 16.4 | |
| Income taxes payable | 10.1 | | | 18.5 | |
| Deferred revenue | 50.7 | | | 55.9 | |
| Lease liability | 26.1 | | | 22.0 | |
| Other | 72.2 | | | 61.6 | |
| Accrued expenses | $ | 278.7 | | | $ | 271.5 | |
The valuation and qualifying account activity for the years ended December 31, 2024, 2023 and 2022 is as follows:
| | | | | | | | | | | | | | | | | |
| 2024 | | 2023 | | 2022 |
| ALLOWANCE FOR CREDIT LOSSES | | | |
| Beginning balance January 1 | $ | 7.5 | | | $ | 8.0 | | | $ | 7.2 | |
| Charged to costs and expenses, net of recoveries | 1.7 | | | 0.6 | | | 2.2 | |
| Utilization | (1.0) | | | (1.2) | | | (1.2) | |
| Acquisitions and divestitures | 1.8 | | | 0.4 | | | 0.5 | |
| Other adjustments, including foreign currency translation | (0.2) | | | (0.3) | | | (0.7) | |
| Ending balance December 31 | $ | 9.8 | | | $ | 7.5 | | | $ | 8.0 | |
5. Revenue
Disaggregation of Revenue
The Company has a comprehensive offering of products, including technologies, built to customers’ specifications that are sold in niche markets throughout the world. The Company disaggregates revenue from contracts with customers by reporting unit and geographical region for each segment as the Company believes it best depicts how the amount, nature, timing and uncertainty of its revenue and cash flows are affected by economic factors. Revenue, presented as Net sales on the Consolidated Statements of Income, was attributed to geographical region based on the location of the customer. The following tables present revenue disaggregated by reporting unit and geographical region.
Revenue by reporting unit for the years ended December 31, 2024, 2023 and 2022 was as follows:
| | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, |
| 2024 | | 2023 | | 2022 |
| Pumps | $ | 408.3 | | | $ | 402.9 | | | $ | 396.5 | |
| Water | 347.8 | | | 345.8 | | | 307.8 | |
| Energy | 207.6 | | | 209.3 | | | 191.3 | |
| Agriculture | 146.4 | | | 159.6 | | | 152.8 | |
| Valves | 123.1 | | | 129.5 | | | 118.9 | |
| Intersegment elimination | (1.4) | | | (2.9) | | | (1.1) | |
| Fluid & Metering Technologies | 1,231.8 | | | 1,244.2 | | | 1,166.2 | |
Scientific Fluidics & Optics(1) | 706.1 | | | 681.5 | | | 639.0 | |
| Performance Pneumatic Technologies | 237.4 | | | 250.0 | | | 257.6 | |
| Sealing Solutions | 232.4 | | | 242.3 | | | 266.0 | |
| Material Processing Technologies | 122.2 | | | 120.7 | | | 138.1 | |
Micropump(2) | — | | | 21.9 | | | 38.5 | |
| Intersegment elimination | (4.1) | | | (2.9) | | | (2.4) | |
| Health & Science Technologies | 1,294.0 | | | 1,313.5 | | | 1,336.8 | |
| Fire & Safety | 467.2 | | | 431.9 | | | 400.1 | |
| Dispensing | 161.3 | | | 167.5 | | | 167.5 | |
| BAND-IT | 115.8 | | | 119.4 | | | 111.6 | |
| Intersegment elimination | (1.3) | | | (2.6) | | | (0.3) | |
| Fire & Safety/Diversified Products | 743.0 | | | 716.2 | | | 678.9 | |
| Net sales | $ | 3,268.8 | | | $ | 3,273.9 | | | $ | 3,181.9 | |
(1) The year ended December 31, 2022 includes the acceleration of previously deferred revenue of $17.9 million as a result of a customer’s decision to discontinue further investment in commercializing its COVID-19 testing application. See Note 14, “Restructuring Expenses and Asset Impairments,” for further detail.
(2) Revenue from Micropump (sold on August 3, 2023) has been included in the Company’s Consolidated Statements of Income through the date of disposition. See Note 2, “Acquisitions and Divestitures,” for further detail.
Revenue by geographical region for the years ended December 31, 2024, 2023 and 2022 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, 2024 |
| FMT | | HST | | FSDP | | IDEX |
| U.S. | $ | 693.1 | | | $ | 573.7 | | | $ | 354.9 | | | $ | 1,621.7 | |
| North America, excluding U.S. | 68.3 | | | 29.9 | | | 34.2 | | | 132.4 | |
| Europe | 210.1 | | | 408.0 | | | 178.4 | | | 796.5 | |
| Asia | 169.7 | | | 261.4 | | | 139.9 | | | 571.0 | |
Other(1) | 92.0 | | | 25.1 | | | 36.9 | | | 154.0 | |
| Intersegment elimination | (1.4) | | | (4.1) | | | (1.3) | | | (6.8) | |
| Net sales | $ | 1,231.8 | | | $ | 1,294.0 | | | $ | 743.0 | | | $ | 3,268.8 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, 2023 |
| FMT | | HST | | FSDP | | IDEX |
| U.S. | $ | 695.7 | | | $ | 575.5 | | | $ | 371.9 | | | $ | 1,643.1 | |
| North America, excluding U.S. | 70.3 | | | 22.6 | | | 33.4 | | | 126.3 | |
| Europe | 213.8 | | | 439.9 | | | 166.7 | | | 820.4 | |
| Asia | 177.6 | | | 249.4 | | | 108.5 | | | 535.5 | |
Other(1) | 89.7 | | | 29.0 | | | 38.3 | | | 157.0 | |
| Intersegment elimination | (2.9) | | | (2.9) | | | (2.6) | | | (8.4) | |
| Net sales | $ | 1,244.2 | | | $ | 1,313.5 | | | $ | 716.2 | | | $ | 3,273.9 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, 2022 |
| FMT | | HST | | FSDP | | IDEX |
U.S.(2) | $ | 660.8 | | | $ | 646.9 | | | $ | 343.3 | | | $ | 1,651.0 | |
| North America, excluding U.S. | 71.5 | | | 25.8 | | | 35.3 | | | 132.6 | |
Europe(2) | 194.6 | | | 379.7 | | | 160.9 | | | 735.2 | |
| Asia | 157.8 | | | 261.3 | | | 104.2 | | | 523.3 | |
Other(1) | 82.6 | | | 25.5 | | | 35.5 | | | 143.6 | |
| Intersegment elimination | (1.1) | | | (2.4) | | | (0.3) | | | (3.8) | |
| Net sales | $ | 1,166.2 | | | $ | 1,336.8 | | | $ | 678.9 | | | $ | 3,181.9 | |
(1) Other includes: South America, Middle East, Australia and Africa.
(2) The HST segment includes the acceleration of $17.9 million of previously deferred revenue as a result of a customer’s decision to discontinue further investment in commercializing its COVID-19 testing application, of which $9.5 million was recognized in the U.S. and $8.4 million was recognized in Europe in the year ended December 31, 2022. See Note 14, “Restructuring Expenses and Asset Impairments,” for further detail.
Performance Obligations
The Company’s performance obligations are satisfied either at a point in time or over time as work progresses. Revenue from products and services transferred to customers at a point in time comprised approximately 95% of the Company’s revenue and over time comprised approximately 5% of the Company’s revenue in all years presented.
Contract Assets and Liabilities
The timing of billings and cash collections can result in customer receivables, billings in excess of revenue recognized, advance payments or deposits. Customer receivables include both amounts billed and currently due from customers as well as unbilled amounts (contract assets) and are included in Receivables – net on the Consolidated Balance Sheets.
The composition of customer receivables was as follows:
| | | | | | | | | | | |
| December 31, 2024 | | December 31, 2023 |
| Billed receivables | $ | 443.2 | | | $ | 408.1 | |
| Unbilled receivables | 17.8 | | | 10.9 | |
| Total customer receivables | $ | 461.0 | | | $ | 419.0 | |
Billings in excess of revenue recognized, advance payments and deposits represent contract liabilities and are included in deferred revenue which is classified as current or noncurrent based on when the Company expects to recognize the revenue. The current portion is included in Accrued expenses and the noncurrent portion is included in Other noncurrent liabilities on the Consolidated Balance Sheets.
The composition of deferred revenue was as follows:
| | | | | | | | | | | |
| December 31, 2024 | | December 31, 2023 |
| Deferred revenue - current | $ | 50.7 | | | $ | 55.9 | |
| Deferred revenue - noncurrent | 13.2 | | | 17.3 | |
| Total deferred revenue | $ | 63.9 | | | $ | 73.2 | |
6. Goodwill and Intangible Assets
The changes in the carrying amount of goodwill for 2024 and 2023, by reportable business segment, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| FMT | | HST | | FSDP | | Total |
| Goodwill | $ | 800.9 | | | $ | 1,644.8 | | | $ | 393.0 | | | $ | 2,838.7 | |
| Accumulated goodwill impairment losses | (20.7) | | | (149.8) | | | (30.1) | | | (200.6) | |
| Balance at January 1, 2023 | 780.2 | | | 1,495.0 | | | 362.9 | | | 2,638.1 | |
| Foreign currency translation | 6.6 | | | 38.6 | | | 5.7 | | | 50.9 | |
| Acquisitions | — | | | 156.7 | | | — | | | 156.7 | |
| Measurement period adjustments | (1.8) | | | 5.4 | | | — | | | 3.6 | |
| Divestitures | — | | | (11.0) | | | — | | | (11.0) | |
| Balance at December 31, 2023 | 785.0 | | | 1,684.7 | | | 368.6 | | | 2,838.3 | |
| Foreign currency translation | (8.9) | | | (43.4) | | | (8.1) | | | (60.4) | |
| Acquisitions | — | | | 483.6 | | | — | | | 483.6 | |
| Measurement period adjustments | — | | | 1.8 | | | — | | | 1.8 | |
| Divestitures | (11.6) | | | — | | | — | | | (11.6) | |
| Balance at December 31, 2024 | $ | 764.5 | | | $ | 2,126.7 | | | $ | 360.5 | | | $ | 3,251.7 | |
Goodwill represents the purchase price in excess of the net amount assigned to the assets acquired and liabilities assumed and was tested for impairment at each of the Company’s reporting units as determined in accordance with ASC 350 as of October 31, 2024, the Company’s annual impairment test date, with no impairment noted. In assessing the fair value of the reporting units, the Company considers both the market approach and the income approach. Under the market approach, the fair value of the reporting unit is determined by the respective trailing 12 month earnings before interest, income taxes, depreciation and amortization (“EBITDA”) and the forward looking 2025 EBITDA (50% each), based on multiples of comparable public companies. The market approach is dependent on a number of significant management assumptions including forecasted EBITDA and selected market multiples. Under the income approach, the fair value of the reporting unit is determined based on the present value of estimated future cash flows. The income approach is dependent on a number of significant management assumptions including estimates of operating results, capital expenditures, net working capital requirements, long-term growth rates and discount rates. Weighting was equally attributed to both the market and the income approaches (50% each) in arriving at the fair value of the reporting units. In 2024 and 2023, there were no events or circumstances that would have required an interim impairment test.
The following table provides the gross carrying value and accumulated amortization for each major class of intangible asset at December 31, 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | At December 31, 2024 | | At December 31, 2023 |
| | Gross
Carrying
Amount | | Accumulated
Amortization | | Net | | Gross
Carrying
Amount | | Accumulated
Amortization | | Net |
| Amortized intangible assets: | | | | | | | | | | | |
| Patents | $ | 2.5 | | | $ | (2.0) | | | $ | 0.5 | | | $ | 2.7 | | | $ | (2.0) | | | $ | 0.7 | |
| Trade names | 201.4 | | | (60.0) | | | 141.4 | | | 171.9 | | | (54.3) | | | 117.6 | |
| Customer relationships | 1,078.8 | | | (278.7) | | | 800.1 | | | 860.7 | | | (228.7) | | | 632.0 | |
| Unpatented technology | 325.4 | | | (85.1) | | | 240.3 | | | 233.5 | | | (66.3) | | | 167.2 | |
| Software | 15.2 | | | (3.6) | | | 11.6 | | | 5.3 | | | (1.9) | | | 3.4 | |
| Total amortized intangible assets | 1,623.3 | | | (429.4) | | | 1,193.9 | | | 1,274.1 | | | (353.2) | | | 920.9 | |
| Indefinite-lived intangible assets: | | | | | | | | | | | |
| Banjo trade name | 62.1 | | | — | | | 62.1 | | | 62.1 | | | — | | | 62.1 | |
| Akron Brass trade name | 28.8 | | | — | | | 28.8 | | | 28.8 | | | — | | | 28.8 | |
| Total intangible assets | $ | 1,714.2 | | | $ | (429.4) | | | $ | 1,284.8 | | | $ | 1,365.0 | | | $ | (353.2) | | | $ | 1,011.8 | |
The Banjo and Akron Brass trade names are indefinite-lived intangible assets that were also tested for impairment as of October 31, 2024, with no impairments noted. These indefinite-lived intangible assets are tested for impairment on an annual basis in accordance with ASC 350 or more frequently if events or changes in circumstances indicate that the assets might be impaired. The Company uses the relief-from-royalty method, a form of the income approach, to determine the fair value of these trade names. The relief-from-royalty method is dependent on a number of significant management assumptions, including estimates of revenues, royalty rates and discount rates. In 2024 and 2023, there were no events or circumstances that would have required an interim impairment test.
Amortization of intangible assets was $107.1 million, $94.9 million and $69.0 million in 2024, 2023 and 2022, respectively. Based on the intangible asset balances as of December 31, 2024, expected amortization expense for the years 2025 through 2029 is as follows:
| | | | | | | | |
| | Estimated Amortization |
| 2025 | | $ | 124.5 | |
| 2026 | | 122.9 | |
| 2027 | | 119.3 | |
| 2028 | | 116.7 | |
| 2029 | | 107.4 | |
7. Borrowings
Borrowings at December 31, 2024 and 2023 consisted of the following:
| | | | | | | | | | | |
| December 31, 2024 | | December 31, 2023 |
| 3.37% Senior Notes, due June 2025 (the “3.37% Senior Notes”) | $ | 100.0 | | | $ | 100.0 | |
| 5.13% Senior Notes, due June 2028 (the “5.13% Senior Notes”) | 100.0 | | | 100.0 | |
| 4.950% Senior Notes, due September 2029 (the “4.950% Senior Notes”) | 500.0 | | | — | |
| 3.00% Senior Notes, due May 2030 (the “3.00% Senior Notes”) | 500.0 | | | 500.0 | |
| 2.625% Senior Notes, due June 2031 (the “2.625% Senior Notes”) | 500.0 | | | 500.0 | |
| $800.0 million Revolving Facility, due November 2027 (the “Revolving Facility”) | 269.8 | | | 81.0 | |
| $200.0 million Term Facility, due November 2027 (the “Term Facility”) | — | | | 50.0 | |
| Other borrowings | 1.5 | | | 2.3 | |
| Total borrowings | 1,971.3 | | | 1,333.3 | |
| Less: current portion | 100.7 | | | 0.6 | |
| Less: unamortized debt issuance costs and discount on debt | 11.1 | | | 7.6 | |
| Long-term borrowings | $ | 1,859.5 | | | $ | 1,325.1 | |
Revolving Facility and Term Facility
On November 1, 2022, the Company entered into an amended and restated credit agreement (as amended and restated, the “Credit Agreement”) along with certain of its subsidiaries, as borrowers (the “Borrowers”), Bank of America, N.A., as administrative agent, swing line lender and an issuer of letters of credit, and other agents party thereto. The Credit Agreement consists of a revolving credit facility in an aggregate principal amount of $800 million and a term credit facility available to the Company in an aggregate principal amount of $200 million, both of which have a final maturity date of November 1, 2027. The maturity date of the Revolving Facility may be extended under certain conditions for an additional one-year term. Up to $100 million of the Revolving Facility is available for the issuance of letters of credit. Additionally, up to $50 million of the Revolving Facility is available to the Company for swing line loans, available on a same-day basis.
Proceeds of the Revolving Facility are available for use by the Borrowers for working capital and other general corporate purposes, including refinancing existing debt of the Company and its subsidiaries and financing of acquisitions. The Company may request increases in the lending commitments under the Credit Agreement, but the aggregate lending commitments pursuant to such increases may not exceed $400 million. The Company has the right, subject to certain conditions set forth in the Credit Agreement, to designate certain foreign subsidiaries of the Company as borrowers under the Credit Agreement. In connection with any such designation, the Company is required to guarantee the obligations of any such subsidiaries under the Credit Agreement. During 2024, the Company drew down an aggregate amount of $279.3 million under the Revolving Facility to finance a portion of Company’s acquisition of Mott. The Company repaid the previously outstanding balance of $50.0 million under the Term Facility and $69.1 million under the Revolving Facility in 2024. Additionally, the Company repaid $30.2 million under the Revolving Facility in January 2025.
Borrowings under the Credit Agreement bear interest, at either an alternate base rate or Term SOFR (or appropriate alternative currency reference rates) plus, in each case, an applicable margin. Such applicable margin is based on the better of the Company’s senior, unsecured, long-term debt rating or the Company’s applicable leverage ratio and can range from 0.00% to 1.275%. Interest is payable (a) in the case of base rate loans, quarterly, and (b) in the case of Term SOFR loans, on the last day of the applicable interest period selected, or every three months from the effective date of such interest period for interest periods exceeding three months. The weighted-average interest rate for borrowings outstanding under the Revolving Facility was 4.46% and 4.22% for the years ended December 31, 2024 and 2023, respectively. The weighted-average interest rate for borrowings outstanding under the Term Facility was 6.54% and 6.22% for the years ended December 31, 2024 and 2023, respectively.
The Credit Agreement requires payment to the lenders of a facility fee based upon the amount of the lenders’ commitments under the credit facility from time to time, equal to the applicable interest rate times the actual daily amount of the Revolving Facility. Voluntary prepayments of any loans and voluntary reductions of the unutilized portion of the commitments under the credit facility are permissible without penalty, subject to break funding payments and minimum notice and minimum reduction amount requirements.
The Credit Agreement gives the Company the option to enter into a future environmental, social and governance amendment by which pricing may be adjusted pursuant to the Company’s performance measured against certain key performance indicators agreed by the Company and BofA Securities, Inc., as sustainability coordinator.
At December 31, 2024, there was $269.8 million outstanding under the Revolving Facility and $2.8 million of outstanding letters of credit, resulting in a net available borrowing capacity under the Revolving Facility of approximately $527.4 million.
Senior Notes
On August 21, 2024, the Company completed an underwritten public offering of $500.0 million in aggregate principal amount of its 4.950% Senior Notes. The 4.950% Senior Notes bear interest at a rate of 4.950% per annum, which is payable semi-annually in arrears during the first and third quarters of the year, beginning in the first quarter of 2025. The 4.950% Senior Notes will mature on September 1, 2029. The 4.950% Senior Notes are senior, unsecured obligations of the Company and (i) rank equal in right of payment to all of the Company’s existing and future senior unsecured indebtedness, (ii) rank senior in right of payment to all of the Company’s existing and future subordinated indebtedness, and (iii) rank effectively subordinated in right of payment to the Company’s future secured indebtedness. The net proceeds from the 4.950% Senior Notes offering were $495.0 million, after deducting the underwriting discount and offering expenses paid by the Company. The Company used the net proceeds from the offering, together with the Revolving Facility borrowings discussed above and cash on hand, to fund the Mott acquisition and pay related fees and expenses.
Inclusive of the 4.950% Senior Notes, at December 31, 2024, the Company has $1.7 billion in senior notes outstanding at various interest rates detailed in the table above (the “Senior Notes”). Interest is payable semi-annually in arrears during the second and fourth quarters of the year for all the Senior Notes except for the 4.950% Senior Notes, which are discussed above. The Senior Notes are unsecured obligations of the Company and rank pari passu in right of payment with all of the Company’s other unsecured, unsubordinated debt. Subject to the terms of the respective indenture, the Company may redeem all or a portion of the Senior Notes at any time prior to maturity at the redemption prices set forth in each indenture governing the respective Senior Notes. The terms of the 4.950% Senior Notes, the 2.625% Senior Notes and the 3.00% Senior Notes also require the Company to make an offer to repurchase the 4.950% Senior Notes, the 2.625% Senior Notes and the 3.00% Senior Notes upon a “Change of Control Triggering Event” (as defined in each indenture governing the respective Senior Notes) at a price equal to 101% of the principal amount plus accrued and unpaid interest, if any. The terms of the 3.37% Senior Notes and the 5.13% Senior Notes also require the Company to make an offer to repurchase the 3.37% Senior Notes and the 5.13% Senior Notes upon a change of control (as defined in the note purchase agreement) of the Company at a price equal to 100% of the principal amount plus accrued and unpaid interest, if any.
Covenants
There are two key financial covenants that the Company is required to maintain in connection with the Credit Agreement and the Senior Notes, excluding the 4.950% Senior Notes, the 3.00% Senior Notes and the 2.625% Senior Notes which have no financial covenants. Those two covenants include a minimum interest coverage ratio of 3.0 to 1 and a maximum leverage ratio of 3.50 to 1, which is the ratio of the Company’s consolidated total debt to its consolidated EBITDA, as defined within the Credit Agreement, both of which are tested quarterly and in the case of the leverage ratio, there is an option to increase the ratio to 4.00 for 12 months in connection with certain acquisitions. While there are no financial covenants relating to the 4.950% Senior Notes, the 3.00% Senior Notes and the 2.625% Senior Notes, they are subject to cross-acceleration provisions. At December 31, 2024, the Company was in compliance with all covenants under its borrowing arrangements.
Total borrowings at December 31, 2024 have scheduled maturities as follows:
| | | | | |
| Maturity of Borrowings | |
| 2025 | $ | 100.7 | |
| 2026 | 0.5 | |
| 2027 | 270.1 | |
| 2028 | 100.0 | |
| 2029 | 500.0 | |
| Thereafter | 1,000.0 | |
| Total borrowings | $ | 1,971.3 | |
8. 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.
The following table summarizes the basis used to measure the Company’s financial assets (liabilities) at fair value on a recurring basis in the balance sheets at December 31, 2024 and 2023:
| | | | | | | | | | | |
| Basis of Fair Value Measurements |
| | December 31, 2024 | | December 31, 2023 |
| | Level 1 | | Level 1 |
Trading securities - mutual funds held in nonqualified SERP(1) | $ | 10.6 | | | $ | 10.5 | |
Available-for-sale securities - equities(2) | — | | | 4.4 | |
(1) The Supplemental Executive Retirement Plan (“SERP”) investment assets are offset by a SERP liability which represents the Company’s obligation to distribute SERP funds to participants. The SERP investment assets and liability are included in Other noncurrent assets and Other noncurrent liabilities, respectively, on the Company’s Consolidated Balance Sheets.
(2) The securities are included in Other current assets on the Company’s Consolidated Balance Sheets and are available for overnight cash settlement, if necessary, to fund current operations.
There were no transfers of assets or liabilities between Level 1 and Level 2 in 2024 or 2023.
The carrying values of the Company’s other financial instruments (i.e., cash and cash equivalents, accounts receivable, accounts payable and accrued expenses) approximate fair value because of the short-term nature of these instruments.
The following table provides the fair value of the outstanding indebtedness described in Note 7, “Borrowings,” which is based on quoted market prices and current market rates for debt with similar credit risk and maturity, as well as the carrying value. These fair value measurements are classified as Level 2 within the fair value hierarchy since they are determined based upon significant inputs observable in the market, including interest rates on recent financing transactions to entities with a credit rating similar to the Company’s rating.
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2024 | | December 31, 2023 |
| Fair Value | | Carrying Amount | | Fair Value | | Carrying Amount |
| Total Borrowings, less unaccreted debt discount | $ | 1,855.0 | | | $ | 1,970.1 | | | $ | 1,203.5 | | | $ | 1,332.2 | |
9. Leases
The Company has commitments under operating leases for certain office facilities, warehouses, manufacturing plants, equipment (which includes both office and plant equipment) and vehicles used in its operations. Leases with an initial term of 12 months or less are not recorded on the balance sheet and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company’s finance leases are immaterial.
Certain leases include one or more options to renew. The exercise of lease renewal options is at the Company’s sole discretion. The Company does not include renewal periods in any of the leases’ terms until the renewal is executed as they are generally not reasonably certain of being exercised. The Company does not have any material purchase options.
Certain of the Company’s lease agreements contain provisions for future rent increases or have rental payments that are adjusted periodically for inflation or based on usage. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The Company does not have any significant leases that have not yet commenced.
Supplemental balance sheet information related to leases as of December 31, 2024 and 2023 was as follows:
| | | | | | | | | | | | | | | | | |
| Balance Sheet Caption | | December 31, 2024 | | December 31, 2023 |
| Right-of-Use (“ROU”) Assets: | | | | | |
| Building ROU assets - net | Other noncurrent assets | | $ | 114.4 | | | $ | 110.7 | |
| Equipment ROU assets - net | Other noncurrent assets | | 10.8 | | | 7.6 | |
| Total ROU assets - net | | | $ | 125.2 | | | $ | 118.3 | |
| Lease Liabilities: | | | | | |
| Current lease liabilities | Accrued expenses | | $ | 26.1 | | | $ | 22.0 | |
| Noncurrent lease liabilities | Other noncurrent liabilities | | 101.6 | | | 98.1 | |
| Total lease liabilities | | | $ | 127.7 | | | $ | 120.1 | |
The components of lease cost for the years ended December 31, 2024, 2023 and 2022 were as follows:
| | | | | | | | | | | | | | | | | |
| 2024 | | 2023 | | 2022 |
Fixed lease cost(1) | $ | 34.7 | | | $ | 33.0 | | | $ | 30.8 | |
| Variable lease cost | 3.1 | | | 2.7 | | | 2.3 | |
| Total lease expense | $ | 37.8 | | | $ | 35.7 | | | $ | 33.1 | |
(1) Includes short-term leases, which are immaterial.
Supplemental cash flow information related to leases for the years ended December 31, 2024, 2023 and 2022 was as follows:
| | | | | | | | | | | | | | | | | |
| 2024 | | 2023 | | 2022 |
| Cash paid for amounts included in the measurement of lease liabilities | $ | 34.6 | | | $ | 33.6 | | | $ | 31.7 | |
| Right-of-use assets obtained in exchange for new lease liabilities | 19.1 | | | 29.0 | | | 19.0 | |
Other supplemental information related to leases as of December 31, 2024 and 2023 was as follows:
| | | | | | | | | | | | | |
| Lease Term and Discount Rate | December 31, 2024 | | December 31, 2023 | | |
| Weighted-average remaining lease term (years): | | | | | |
| Building and equipment | 6.40 | | 7.00 | | |
| Vehicles | 2.69 | | 2.63 | | |
| Weighted-average discount rate: | | | | | |
| Building and equipment | 4.07 | % | | 3.71 | % | | |
| Vehicles | 4.35 | % | | 3.43 | % | | |
The Company uses its incremental borrowing rate to determine the present value of the lease payments.
Total lease liabilities at December 31, 2024 have scheduled maturities as follows:
| | | | | | | | |
| Maturity of Lease Liabilities | | |
| 2025 | | $ | 27.6 | |
| 2026 | | 27.9 | |
| 2027 | | 22.6 | |
| 2028 | | 18.5 | |
| 2029 | | 14.9 | |
| Thereafter | | 35.8 | |
| Total lease payments | | 147.3 | |
| Less: Imputed interest | | (19.6) | |
| Present value of lease liabilities | | $ | 127.7 | |
10. Commitments and Contingencies
Warranty costs are provided for at the time of sale. The warranty provision is based on historical costs and adjusted for specific known claims. A rollforward of the warranty reserve is as follows:
| | | | | | | | | | | | | | | | | |
| 2024 | | 2023 | | 2022 |
| Beginning balance, January 1 | $ | 9.1 | | | $ | 8.1 | | | $ | 7.6 | |
| Provision for warranties | 5.1 | | | 5.8 | | | 3.0 | |
| Claim settlements | (4.1) | | | (4.7) | | | (4.1) | |
| Acquisitions and divestitures | 3.6 | | | (0.1) | | | 0.3 | |
| Other adjustments, including foreign currency translation | (0.1) | | | — | | | 1.3 | |
| Ending balance, December 31 | $ | 13.6 | | | $ | 9.1 | | | $ | 8.1 | |
The Company and certain of its subsidiaries are involved in pending and threatened legal, regulatory and other proceedings incidental to the operation of their businesses. These proceedings may pertain to matters such as product liability or contract disputes, and may also involve governmental inquiries, inspections, audits or investigations relating to issues such as tax matters, intellectual property, environmental, health and safety issues, governmental regulations, employment and other matters. Although the results of such legal proceedings cannot be predicted with certainty, the Company believes that the ultimate disposition of these matters will not have a material adverse effect, individually or in the aggregate, on the Company’s business, financial condition, results of operations or cash flows.
11. Share Repurchases
On March 17, 2020, the Company’s Board of Directors approved an increase of $500.0 million in the authorized level of repurchases of common stock. This approval is in addition to the prior repurchase authorizations of the Board of Directors of $300.0 million on December 1, 2015. These authorizations have no expiration date. There were no share repurchases during 2024. During 2023, the Company repurchased a total of 124,600 shares at a cost of $24.2 million. During 2022, the Company repurchased a total of 795,423 shares at a cost of $148.1 million. As of December 31, 2024, the amount of share repurchase authorization remaining was $539.7 million. During February 2025, the Company repurchased a total of 256,159 shares at a cost of $50.0 million.
12. Income Taxes
Pretax income for 2024, 2023 and 2022 was taxed in the following jurisdictions:
| | | | | | | | | | | | | | | | | |
| 2024 | | 2023 | | 2022 |
| U.S. | $ | 377.9 | | | $ | 534.1 | | | $ | 516.5 | |
| Foreign | 261.4 | | | 226.2 | | | 232.9 | |
| Total | $ | 639.3 | | | $ | 760.3 | | | $ | 749.4 | |
The provision (benefit) for income taxes for 2024, 2023 and 2022 was as follows:
| | | | | | | | | | | | | | | | | |
| 2024 | | 2023 | | 2022 |
| Current | | | | | |
| U.S. | $ | 69.0 | | | $ | 103.8 | | | $ | 102.8 | |
| State and local | 11.6 | | | 13.7 | | | 14.5 | |
| Foreign | 73.5 | | | 61.9 | | | 63.9 | |
| Total current | 154.1 | | | 179.4 | | | 181.2 | |
| Deferred | | | | | |
| U.S. | (2.6) | | | (11.1) | | | (12.2) | |
| State and local | (2.1) | | | 1.7 | | | (1.0) | |
| Foreign | (14.7) | | | (5.3) | | | (5.3) | |
| Total deferred | (19.4) | | | (14.7) | | | (18.5) | |
| Total provision for income taxes | $ | 134.7 | | | $ | 164.7 | | | $ | 162.7 | |
Deferred tax assets (liabilities) at December 31, 2024 and 2023 were:
| | | | | | | | | | | |
| December 31, 2024 | | December 31, 2023 |
| Allowances and accruals | $ | 21.7 | | | $ | 18.8 | |
| Employee and retiree benefit plans | 19.4 | | | 20.9 | |
| Inventories | 13.9 | | | 10.8 | |
| Foreign tax credit and other carryforwards | 20.8 | | | 14.8 | |
| Lease liabilities | 26.4 | | | 25.8 | |
| Right of use assets | (25.1) | | | (24.7) | |
| Depreciation and amortization | (311.6) | | | (322.1) | |
| Taxes on undistributed foreign earnings | (14.9) | | | (21.0) | |
| Other | 1.0 | | | 0.7 | |
| Total gross deferred tax liabilities | (248.4) | | | (276.0) | |
| Valuation allowance | (17.3) | | | (14.4) | |
| Total deferred tax liabilities, net of valuation allowances | $ | (265.7) | | | $ | (290.4) | |
The deferred tax assets and liabilities recognized in the Company’s Consolidated Balance Sheets as of December 31, 2024 and 2023 were:
| | | | | | | | | | | |
| December 31, 2024 | | December 31, 2023 |
| Noncurrent deferred tax asset - Other noncurrent assets | $ | 1.5 | | | $ | 1.5 | |
| Noncurrent deferred tax liabilities - Deferred income taxes | (267.2) | | | (291.9) | |
| Net deferred tax liabilities | $ | (265.7) | | | $ | (290.4) | |
The Company had prepaid income taxes, recorded within Other current assets on the Consolidated Balance Sheets, of $18.3 million and $14.3 million as of December 31, 2024 and 2023, respectively.
The provision for income taxes differs from the amount calculated by applying the statutory federal income tax rate to pretax income. The calculated amount and the differences for 2024, 2023 and 2022 are shown in the following table:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2024 | | 2023 | | 2022 |
| Pretax income | $ | 639.3 | | | | | $ | 760.3 | | | | | $ | 749.4 | | | |
| Provision for income taxes: | | | | | | | | | | | |
| Computed amount at statutory rate of 21% | $ | 134.2 | | | 21.0 | % | | $ | 159.7 | | | 21.0 | % | | $ | 157.4 | | | 21.0 | % |
| State and local income tax, net of federal tax benefit | 7.3 | | | 1.1 | % | | 12.6 | | | 1.7 | % | | 11.4 | | | 1.5 | % |
| Taxes on non-U.S. earnings, net of foreign tax credits | 6.3 | | | 1.0 | % | | 10.8 | | | 1.4 | % | | 12.4 | | | 1.7 | % |
| Global Intangible Low-Taxed Income | — | | | — | % | | — | | | — | % | | 2.0 | | | 0.3 | % |
| Foreign-Derived Intangible Income Deduction | (9.7) | | | (1.5 | %) | | (11.3) | | | (1.5 | %) | | (11.9) | | | (1.6 | %) |
| Share-based payments | (0.7) | | | (0.1 | %) | | (2.0) | | | (0.3 | %) | | (2.6) | | | (0.4 | %) |
| Other | (2.7) | | | (0.4 | %) | | (5.1) | | | (0.6 | %) | | (6.0) | | | (0.8 | %) |
| Total provision for income taxes | $ | 134.7 | | | 21.1 | % | | $ | 164.7 | | | 21.7 | % | | $ | 162.7 | | | 21.7 | % |
The Company has $73.4 million and $54.9 million of permanently reinvested earnings of non-U.S. subsidiaries as of December 31, 2024 and 2023, respectively. No deferred U.S. income taxes have been provided on the $73.4 million of earnings that are considered to be permanently reinvested. The Company does not expect these earnings to incur U.S. taxes when ultimately repatriated other than potentially U.S. federal, state and local taxes on foreign exchange gains or losses recognized on the distribution of such earnings. Such distributions could also be subject to additional foreign withholding and foreign income taxes. The amount of unrecognized deferred income tax liabilities on currently permanently reinvested earnings is estimated to be $11.0 million and $8.2 million as of December 31, 2024 and 2023, respectively.
During the years ended December 31, 2024, 2023 and 2022, the Company repatriated $483.8 million, $134.1 million and $199.9 million of foreign earnings, respectively. These actual distributions resulted in no incremental income tax expense other than tax impacts on foreign exchange gains or losses.
The Company did not have significant unrecognized tax benefits in 2024, 2023 and 2022.
As of December 31, 2024, the Company has no remaining unrecognized tax benefits that would affect the Company’s effective tax rate. The tax years 2019-2023 remain open to examination by major taxing jurisdictions. Due to the potential federal, state and foreign examinations, it is reasonably possible that the Company’s gross unrecognized tax benefits balance may change.
As of December 31, 2024, the Company has minimal deferred tax assets on U.S., non-U.S. and U.S. state net operating loss carryforwards of $0.4 million, $0.4 million and $0.6 million, respectively. The entire balance of net operating losses across jurisdictions, the majority of which relates to acquisitions, is available to be carried forward indefinitely. There is no valuation allowance as it is more likely than not that the net operating losses will be realized.
As of December 31, 2024, the Company has deferred tax assets on non-U.S. capital loss carryforwards of $3.1 million with a full valuation allowance. The non-U.S. capital loss can be carried forward indefinitely.
As of December 31, 2024, the Company has deferred tax assets on non-U.S. disallowed interest expense carryforwards of $2.5 million. The non-U.S. disallowed interest expense carryforwards are available to be carried forward indefinitely. A valuation allowance of $0.6 million has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized.
As of December 31, 2024, the Company has deferred tax assets on foreign tax credit carryforwards for U.S. federal tax purposes of approximately $13.6 million with a full valuation allowance. The U.S. federal foreign tax credit carryforward will expire between 2029 and 2034.
13. Business Segments and Geographic Information
IDEX has three operating business segments, which are the same as our reportable business segments: FMT, HST and FSDP. The Company has determined its segments based on how financial information is reviewed by the chief operating decision maker (“CODM”) to analyze financial performance, make decisions and allocate resources.
The Company’s CODM is the Chief Executive Officer. The Company’s CODM evaluates the performance of the segments and allocates resources to them based on Adjusted EBITDA. Segment Adjusted EBITDA includes intersegment revenues as well as charges allocating certain corporate overhead costs. Intersegment sales are contracted with terms equivalent to those of an arm’s-length transaction. Adjusted EBITDA is the Company’s measure of segment performance.
For all segments, the CODM uses Adjusted EBITDA in the annual budgeting and forecasting process. The CODM considers Adjusted EBITDA budget and forecast-to-actual variances when making decisions about the allocation of operating and capital resources to each segment. Adjusted EBITDA is also used in determining the compensation of certain employees.
The FMT segment designs, produces and distributes positive displacement pumps, valves, small volume provers, flow meters, injectors and other fluid-handling pump modules and systems and provides flow monitoring and other services. FMT serves the general industrial, water and wastewater, energy, chemical, agriculture, semiconductor and food and pharmaceutical markets.
The HST segment designs, produces and distributes a wide range of precision fluidics, positive displacement pumps, powder and liquid processing technologies, drying systems, micro-precision components, pneumatic components and sealing solutions, high performance molded and extruded sealing components, custom mechanical and shaft seals, engineered hygienic mixers and valves, biocompatible medical devices and implantables, air compressors and blowers, optical components and coatings, laboratory and commercial equipment and precision photonic solutions, technical ceramics and hermetic sealing products and porous material structures and flow control solutions. HST serves a variety of end markets, including life sciences, general industrial, analytical instruments, semiconductor, food and pharmaceutical, energy, automotive, aerospace/defense and medical/dental markets.
The FSDP segment designs, produces and distributes firefighting pumps, valves and controls, rescue tools, lifting bags and other components and systems, engineered stainless steel banding and clamping devices and precision equipment for dispensing, metering and mixing colorants and paints. FSDP serves the fire suppression, paint dispensing, rescue tools, automotive, general industrial, aerospace/defense and the energy markets.
Financial information for the Company’s reportable business segments is presented below.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, 2024 |
| FMT | | HST | | FSDP | | Total Segments | | Eliminations | | IDEX |
| NET SALES | | | | | | | | | | | |
| External customers | $ | 1,231.8 | | | $ | 1,294.0 | | | $ | 743.0 | | | $ | 3,268.8 | | | $ | — | | | $ | 3,268.8 | |
| Intersegment sales | 1.4 | | | 4.1 | | | 1.3 | | | 6.8 | | | (6.8) | | | — | |
| Net sales | 1,233.2 | | | 1,298.1 | | | 744.3 | | | 3,275.6 | | | (6.8) | | | 3,268.8 | |
Adjusted segment cost of sales(1) | (639.4) | | | (769.5) | | | (411.9) | | | (1,820.8) | | | 6.8 | | | (1,814.0) | |
Other segment expenses(2) | (187.5) | | | (181.8) | | | (118.2) | | | (487.5) | | | | | |
| Segment Adjusted EBITDA | 406.3 | | | 346.8 | | | 214.2 | | | 967.3 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, 2023 |
| FMT | | HST | | FSDP | | Total Segments | | Eliminations | | IDEX |
| NET SALES | | | | | | | | | | | |
| External customers | $ | 1,244.2 | | | $ | 1,313.5 | | | $ | 716.2 | | | $ | 3,273.9 | | | $ | — | | | $ | 3,273.9 | |
| Intersegment sales | 2.9 | | | 2.9 | | | 2.6 | | | 8.4 | | | (8.4) | | | — | |
| Net sales | 1,247.1 | | | 1,316.4 | | | 718.8 | | | 3,282.3 | | | (8.4) | | | 3,273.9 | |
Adjusted segment cost of sales(1) | (650.1) | | | (783.1) | | | (400.6) | | | (1,833.8) | | | 8.4 | | | (1,825.4) | |
Other segment expenses(2) | (180.9) | | | (173.8) | | | (109.6) | | | (464.3) | | | | | |
| Segment Adjusted EBITDA | 416.1 | | | 359.5 | | | 208.6 | | | 984.2 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, 2022 |
| FMT | | HST | | FSDP | | Total Segments | | Eliminations | | IDEX |
| NET SALES | | | | | | | | | | | |
| External customers | $ | 1,166.2 | | | $ | 1,336.8 | | | $ | 678.9 | | | $ | 3,181.9 | | | $ | — | | | $ | 3,181.9 | |
| Intersegment sales | 1.1 | | | 2.4 | | | 0.3 | | | 3.8 | | | (3.8) | | | — | |
| Net sales | 1,167.3 | | | 1,339.2 | | | 679.2 | | | 3,185.7 | | | (3.8) | | | 3,181.9 | |
Adjusted segment cost of sales(1) | (623.3) | | | (738.9) | | | (388.1) | | | (1,750.3) | | | 3.8 | | | (1,746.5) | |
Other segment expenses(2) | (169.8) | | | (188.5) | | | (107.2) | | | (465.5) | | | | | |
| Segment Adjusted EBITDA | 374.2 | | | 411.8 | | | 183.9 | | | 969.9 | | | | | |
(1) Adjusted segment cost of sales represents Cost of sales excluding fair value inventory step-up charges.
(2) Other segment expenses consists primarily of selling, general and administrative expenses.
| | | | | | | | | | | | | | | | | |
| 2024 | | 2023 | | 2022 |
| ADJUSTED EBITDA | | | | | |
| Fluid & Metering Technologies | $ | 406.3 | | | $ | 416.1 | | | $ | 374.2 | |
| Health & Science Technologies | 346.8 | | | 359.5 | | | 411.8 | |
| Fire & Safety/Diversified Products | 214.2 | | | 208.6 | | | 183.9 | |
| Segment Adjusted EBITDA | 967.3 | | | 984.2 | | | 969.9 | |
Corporate and other(1) | (93.0) | | | (84.6) | | | (85.7) | |
| Interest expense - net | (44.5) | | | (51.7) | | | (40.7) | |
| Depreciation | (68.5) | | | (57.2) | | | (50.7) | |
| Amortization of intangible assets | (107.1) | | | (94.9) | | | (69.0) | |
| Fair value inventory step-up charges | (9.6) | | | (1.6) | | | (8.5) | |
| Restructuring expenses and asset impairments | (9.3) | | | (10.9) | | | (4.5) | |
Net impact from the exit of a COVID-19 testing application(2) | — | | | — | | | 1.1 | |
| Gain on sale of businesses - net | 4.0 | | | 84.7 | | | 34.8 | |
| Gains on sales of assets | — | | | — | | | 2.7 | |
Credit loss on note receivable from collaborative partner(3) | — | | | (7.7) | | | — | |
| Income before income taxes | $ | 639.3 | | | $ | 760.3 | | | $ | 749.4 | |
(1) Corporate expenses that can be identified with a segment have been included in determining segment results. The remainder is included in Corporate and other.
(2) Represents the acceleration of previously deferred revenue of $17.9 million, net of an impairment charge of $16.8 million as a result of a customer’s decision to discontinue further investment in commercializing its COVID-19 testing application in the HST segment in 2022 that did not reoccur in 2023 or 2024. See Note 14, “Restructuring Expenses and Asset Impairments,” for further detail.
(3) Represents a reserve recorded on an investment with a collaborative partner in Other (income) expense – net during 2023. During the fourth quarter of 2023, the Company converted the promissory note receivable from the collaborative partner to equity, resulting in a cost method investment with zero value. See Note 3, “Collaborative Investments,” for further detail. | | | | | | | | | | | | | | | | | |
| 2024 | | 2023 | | 2022 |
| DEPRECIATION | | | | | |
| Fluid & Metering Technologies | $ | 17.3 | | | $ | 14.1 | | | $ | 16.1 | |
| Health & Science Technologies | 41.2 | | | 33.2 | | | 25.7 | |
| Fire & Safety/Diversified Products | 9.0 | | | 8.9 | | | 8.4 | |
| Total Segments | 67.5 | | | 56.2 | | | 50.2 | |
| Corporate and other | 1.0 | | | 1.0 | | | 0.5 | |
| Total depreciation | $ | 68.5 | | | $ | 57.2 | | | $ | 50.7 | |
| AMORTIZATION OF INTANGIBLE ASSETS | | | | | |
| Fluid & Metering Technologies | $ | 21.1 | | | $ | 22.7 | | | $ | 20.8 | |
| Health & Science Technologies | 79.7 | | | 65.8 | | | 41.6 | |
| Fire & Safety/Diversified Products | 6.3 | | | 6.4 | | | 6.6 | |
| Total amortization | $ | 107.1 | | | $ | 94.9 | | | $ | 69.0 | |
| CAPITAL EXPENDITURES | | | | | |
| Fluid & Metering Technologies | $ | 14.8 | | | $ | 24.2 | | | $ | 25.3 | |
| Health & Science Technologies | 40.1 | | | 55.1 | | | 32.0 | |
| Fire & Safety/Diversified Products | 10.2 | | | 9.7 | | | 10.5 | |
| Total Segments | 65.1 | | | 89.0 | | | 67.8 | |
| Corporate and other | — | | | 0.9 | | | 0.2 | |
| Total capital expenditures | $ | 65.1 | | | $ | 89.9 | | | $ | 68.0 | |
| | | | | | | | | | | |
| December 31, 2024 | | December 31, 2023 |
| ASSETS | | | |
| Fluid & Metering Technologies | $ | 1,609.4 | | | $ | 1,674.7 | |
| Health & Science Technologies | 4,142.6 | | | 3,262.4 | |
| Fire & Safety/Diversified Products | 794.1 | | | 792.6 | |
| Total Segments | 6,546.1 | | | 5,729.7 | |
| Corporate and other | 199.2 | | | 135.5 | |
| Total assets | $ | 6,745.3 | | | $ | 5,865.2 | |
Information about the Company’s long-lived assets in different geographical regions as of December 31, 2024 and 2023 is shown below.
| | | | | | | | | | | |
| December 31, 2024 | | December 31, 2023 |
| LONG-LIVED ASSETS — PROPERTY, PLANT AND EQUIPMENT | | | |
| U.S. | $ | 271.7 | | | $ | 219.2 | |
| North America, excluding U.S. | 20.6 | | | 24.0 | |
| Netherlands | 51.4 | | | 61.5 | |
| Europe, excluding Netherlands | 71.6 | | | 76.9 | |
| Asia | 44.7 | | | 48.3 | |
Other(1) | 0.4 | | | 0.4 | |
| Total long-lived assets - net | $ | 460.4 | | | $ | 430.3 | |
(1) Other includes: South America, Middle East, Australia and Africa.
14. Restructuring Expenses and Asset Impairments
From time to time, the Company incurs expenses to facilitate long-term sustainable growth through cost reduction actions, consisting of employee reductions, facility rationalization and contract termination costs. These costs include severance costs, exit costs and asset impairments and are included in Restructuring expenses and asset impairments in the Consolidated Statements of Income. Severance costs primarily consist of severance benefits through payroll continuation, COBRA subsidies, outplacement services, conditional separation costs and employer tax liabilities, while exit costs primarily consist of lease exit and contract termination costs.
2024 Initiative
During the year ended December 31, 2024, the Company incurred severance costs related to employee reductions in conjunction with cost mitigation efforts as a result of current market conditions and asset impairments.
Pre-tax Restructuring expenses and asset impairments by segment for the 2024 initiative were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Severance Costs | | Exit Costs | | Asset Impairments | | Total |
| Fluid & Metering Technologies | $ | 2.4 | | | $ | — | | | $ | — | | | $ | 2.4 | |
| Health & Science Technologies | 5.8 | | | — | | | 0.1 | | | 5.9 | |
| Fire & Safety/Diversified Products | 0.5 | | | — | | | — | | | 0.5 | |
| Corporate/Other | 0.5 | | | — | | | — | | | 0.5 | |
| Total restructuring costs and asset impairments | $ | 9.2 | | | $ | — | | | $ | 0.1 | | | $ | 9.3 | |
2023 Initiative
During the year ended December 31, 2023, the Company incurred severance costs related to employee reductions in conjunction with cost mitigation efforts as a result of current market conditions, contract termination costs and asset impairments.
Pre-tax Restructuring expenses and asset impairments by segment for the 2023 initiative were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Severance Costs | | Exit Costs | | Asset Impairments | | Total |
| Fluid & Metering Technologies | $ | 1.5 | | | $ | 0.6 | | | $ | 0.8 | | | $ | 2.9 | |
| Health & Science Technologies | 6.4 | | | 0.2 | | | — | | | 6.6 | |
| Fire & Safety/Diversified Products | 0.7 | | | 0.2 | | | — | | | 0.9 | |
| Corporate/Other | 0.5 | | | — | | | — | | | 0.5 | |
| Total restructuring costs and asset impairments | $ | 9.1 | | | $ | 1.0 | | | $ | 0.8 | | | $ | 10.9 | |
2022 Initiative
During the year ended December 31, 2022, the restructuring costs incurred by the Company primarily related to asset impairments. In addition, the Company also incurred severance costs related to employee reductions.
In the second quarter of 2020, the Company engaged in the development of a COVID-19 testing application with a customer at one of the Company’s businesses in the HST segment. As part of this contract, the customer fully funded the $28.7 million investment needed to complete the development and production of microfluidic cartridges during 2020 and 2021. The costs incurred by the Company were primarily recorded as Property, plant and equipment – net in the Consolidated Balance Sheets and were being depreciated over the expected life of the assets, while the reimbursement was recorded as Deferred revenue in the Consolidated Balance Sheets and was being recognized as units were shipped.
In the third quarter of 2022, the Company was informed by the customer of its decision to discontinue further investment in commercializing its COVID-19 testing application. This event was deemed a triggering event, which required an interim impairment test be performed on the property, plant and equipment related to this contract, resulting in an impairment charge of $16.8 million that was recorded as Restructuring expenses and asset impairments in the Consolidated Statements of Income during the year ended December 31, 2022. In addition, the Company accelerated previously deferred revenue of $17.9 million
related to units that are no longer expected to be shipped and recorded it as Net sales in the Consolidated Statements of Income during the year ended December 31, 2022.
Pre-tax Restructuring expenses and asset impairments by segment for the 2022 initiative were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Severance Costs | | Exit Costs | | Asset Impairments | | Total |
| Fluid & Metering Technologies | $ | 1.9 | | | $ | 0.3 | | | $ | 0.5 | | | $ | 2.7 | |
| Health & Science Technologies | 1.2 | | | — | | | 16.8 | | | 18.0 | |
| Fire & Safety/Diversified Products | 1.7 | | | — | | | 0.1 | | | 1.8 | |
| Corporate/Other | 0.3 | | | — | | | — | | | 0.3 | |
| Total restructuring costs and asset impairments | $ | 5.1 | | | $ | 0.3 | | | $ | 17.4 | | | $ | 22.8 | |
Restructuring accruals reflected in Accrued expenses in the Company’s Consolidated Balance Sheets are as follows:
| | | | | |
| Restructuring
Initiatives |
| Balance at January 1, 2023 | $ | 1.4 | |
Restructuring expenses(1) | 10.1 | |
| Payments, utilization and other | (9.4) | |
| Balance at December 31, 2023 | 2.1 | |
Restructuring expenses(2) | 9.2 | |
| Payments, utilization and other | (10.4) | |
| Balance at December 31, 2024 | $ | 0.9 | |
(1) Excludes $0.8 million of asset impairments related to property, plant and equipment.
(2) Excludes $0.1 million of asset impairments related to property, plant and equipment.
15. Share-Based Compensation
The Company maintains two share-based compensation plans for executives, non-employee directors and certain key employees that authorize the granting of restricted stock, performance share units and stock options and other types of awards consistent with the purpose of the plans. The number of shares authorized for issuance under the Company’s plans as of December 31, 2024 totaled 9.9 million, of which 9.7 million shares were available for future issuance.
The Company typically grants equity awards annually at its regularly scheduled first quarter meeting of the Board of Directors based on the recommendation from the Compensation Committee.
The Company’s policy is to recognize compensation cost on a straight-line basis, assuming forfeitures, over the requisite service period for the entire award. Classification of share-based compensation cost within the Consolidated Statements of Income is consistent with the classification of cash compensation for the same employees.
Stock Options
Stock options granted under the Company’s plans are generally non-qualified and are granted with an exercise price equal to the market price of the Company’s stock on the date of grant. The fair value of each option grant was estimated on the date of the grant using the Black Scholes valuation model. Stock options generally vest ratably over four years, with vesting beginning one year from the date of grant, and generally expire 10 years from the date of grant. The service period for certain retiree
eligible participants is accelerated. Weighted average stock option fair values and assumptions for the years ended December 31, 2024, 2023 and 2022 are disclosed below:
| | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2024 | | 2023 | | 2022 |
| Weighted average fair value of grants | $63.61 | | $59.77 | | $42.66 |
| Dividend yield | 1.09% | | 1.09% | | 1.14% |
| Volatility | 26.66% | | 27.14% | | 25.23% |
| Risk-free interest rate | 4.31% | | 4.15% | | 2.01% |
| Expected life (in years) | 4.60 | | 4.50 | | 4.90 |
The assumptions were determined as follows:
•The Company estimated volatility using its historical share price performance over the expected life of the option.
•The Company uses historical data to estimate the expected life of the option based on IDEX’s own exercise and cancellation history adjusted for current vesting schedules.
•The risk-free interest rate is based on the U.S. Treasury yield curve commensurate with the expected life of the option. The Company presents the spot rate used in the Black Scholes valuation model.
•The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the contractual life of the option.
A summary of the Company’s stock option activity as of December 31, 2024, and changes during the year ended December 31, 2024, are presented in the following table:
| | | | | | | | | | | | | | | | | | | | | | | |
| Shares | | Weighted
Average Exercise Price | | Weighted-Average
Remaining
Contractual Term
(years) | | Aggregate
Intrinsic
Value |
| Stock Options | | | | | | | |
| Outstanding at January 1, 2024 | 983,267 | | | $ | 178.86 | | | 6.88 | | $ | 39.3 | |
| Granted | 196,870 | | | 234.55 | | | | | |
| Exercised | (128,164) | | | 151.50 | | | | | |
| Forfeited | (53,117) | | | 204.95 | | | | | |
| Outstanding at December 31, 2024 | 998,856 | | | $ | 191.96 | | | 6.63 | | $ | 24.9 | |
| Vested and expected to vest at December 31, 2024 | 969,789 | | | $ | 191.03 | | | 6.57 | | $ | 24.8 | |
| Exercisable at December 31, 2024 | 556,562 | | | $ | 170.62 | | | 5.35 | | $ | 22.5 | |
The intrinsic value for stock options outstanding and exercisable is defined as the difference between the market value of the Company’s common stock as of the end of the period and the grant price. The total intrinsic value of options exercised in 2024, 2023 and 2022 was $9.6 million, $14.9 million and $17.4 million, respectively. In 2024, 2023 and 2022, cash received from options exercised was $19.4 million, $26.3 million and $19.3 million, respectively, while the actual tax benefit realized for the tax deductions from stock options exercised totaled $2.0 million, $3.1 million and $3.7 million, respectively.
As of December 31, 2024, there was $9.6 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.
Restricted Stock
Restricted stock awards generally cliff vest after three years for employees and non-employee directors. The service period for certain retiree eligible participants is accelerated. Unvested restricted stock granted prior to the adoption of the 2024 Incentive Award Plan earn and are paid dividends. Unvested restricted stock granted after the adoption of the 2024 Incentive Award Plan earn dividend equivalents for the award period, which will be paid to the participants upon vesting of the underlying awards. The sale of the shares is restricted prior to the date of vesting. The fair value of restricted stock is equal to the market price of the Company’s stock at the date of the grant. A summary of the Company’s restricted stock activity as of December 31, 2024, and changes during the year ended December 31, 2024, are presented in the following table:
| | | | | | | | | | | |
| Restricted Stock | Shares | | Weighted-Average
Grant Date Fair
Value |
| Unvested at January 1, 2024 | 112,891 | | | $ | 193.03 | |
| Granted | 103,070 | | | 211.90 | |
| Vested | (24,275) | | | 201.61 | |
| Forfeited | (15,695) | | | 211.29 | |
| Unvested at December 31, 2024 | 175,991 | | | $ | 201.27 | |
As of December 31, 2024, there was $15.4 million of total unrecognized compensation cost related to restricted stock that is expected to be recognized over a weighted-average period of 1.1 years.
Cash-Settled Restricted Stock
The Company also maintains a cash-settled share-based compensation plan for certain employees. Cash-settled restricted stock awards generally cliff vest after three years. The service period for certain retiree eligible participants is accelerated. Cash-settled restricted stock awards are recorded at fair value on a quarterly basis using the market price of the Company’s stock on the last day of the quarter. At December 31, 2024 and 2023, the Company has accrued $4.0 million and $4.2 million, respectively, for cash-settled restricted stock in Accrued expenses in the Consolidated Balance Sheets and has accrued $2.4 million and $2.9 million, respectively, for cash-settled restricted stock in Other noncurrent liabilities in the Consolidated Balance Sheets. These recurring fair value measurements are classified as Level 1 in the fair value hierarchy. Dividend equivalents are paid on certain cash-settled restricted stock awards granted prior to the adoption of the 2024 Incentive Award Plan. Dividend equivalents are earned throughout the award period and paid upon vesting of the underlying award for certain cash-settled restricted stock awards granted after the adoption of the 2024 Incentive Award Plan. A summary of the Company’s unvested cash-settled restricted stock activity as of December 31, 2024, and changes during the year ended December 31, 2024, are presented in the following table:
| | | | | | | | | | | |
| Cash-Settled Restricted Stock | Shares | | Weighted-Average
Fair Value |
| Unvested at January 1, 2024 | 56,655 | | | $ | 217.11 | |
| Granted | 23,655 | | | 229.79 | |
| Vested | (17,230) | | | 234.02 | |
| Forfeited | (7,685) | | | 209.29 | |
| Unvested at December 31, 2024 | 55,395 | | | $ | 209.29 | |
As of December 31, 2024, there was $4.0 million of total unrecognized compensation cost related to cash-settled restricted stock that is expected to be recognized over a weighted-average period of 1.0 year.
Performance Share Units
Beginning in 2013, the Company granted performance share units to selected key employees that may be earned based on IDEX total shareholder return over the three-year period following the date of grant. Performance share units are expected to be made annually and are paid out at the end of a three-year period based on the Company’s performance. Performance is measured by determining the percentile rank of the total shareholder return of IDEX common stock in relation to the total shareholder return of companies in the S&P 500 Index for the three-year period following the date of grant. The payment of awards following the three-year award period will be based on performance achieved in accordance with the scale set forth in the plan agreement and may range from 0 percent to 250 percent of the initial grant. A target payout of 100 percent is earned if total shareholder return is equal to the 50th percentile of the peer group. Performance share units earn dividend equivalents for the award period, which will be paid to participants with the award payout at the end of the period based on the actual number of performance share units that are earned. Payments made at the end of the award period will be in the form of stock for performance share units and will be in cash for dividend equivalents. The performance share units are market condition awards, which are assessed at fair value on the date of grant using a Monte Carlo simulation model and are expensed ratably over the three-year term of the awards.
Weighted average performance share unit fair values and assumptions for the years ended December 31, 2024, 2023 and 2022 are disclosed below:
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| | 2024 | | 2023 | | 2022 |
| Weighted average fair value of grants | $349.59 | | $308.18 | | $235.54 |
| Dividend yield | —% | | —% | | —% |
| Volatility | 22.23% | | 27.00% | | 28.09% |
| Risk-free interest rate | 4.45% | | 4.37% | | 1.73% |
| Expected life (in years) | 2.94 | | 2.94 | | 2.93 |
The assumptions were determined as follows:
•The Company estimated volatility using its historical share price performance over the remaining performance period as of the grant date.
•The Company uses a Monte Carlo simulation model that uses an expected life commensurate with the performance period. As a result, the expected life of the performance share units was assumed to be the period from the grant date to the end of the performance period.
•The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant with a term commensurate with the remaining performance period.
•Total Shareholder Return is determined assuming that dividends are reinvested in the issuing entity over the performance period, which is mathematically equivalent to utilizing a 0% dividend yield.
A summary of the Company’s performance share unit activity as of December 31, 2024, and changes during the year ended December 31, 2024, are presented in the following table:
| | | | | | | | | | | |
| Performance Share Units | Shares | | Weighted-Average
Grant Date Fair
Value |
| Unvested at January 1, 2024 | 67,455 | | | $ | 265.15 | |
| Granted | 27,135 | | | 349.59 | |
| Vested | (9,606) | | | 245.40 | |
| Forfeited | (12,159) | | | 258.61 | |
| Unvested at December 31, 2024 | 72,825 | | | $ | 299.87 | |
The performance period for the 2021 grants ended as of January 31, 2024. The 2021 grants achieved a 50% payout factor and the Company issued 9,606 common shares in February 2024 for awards that vested in 2024. The performance period for the 2022 grants ended as of January 31, 2025. The 2022 grants achieved a 65% payout factor and the Company issued 15,530 common shares in February 2025 for awards that vested in 2025.
As of December 31, 2024, there was $3.2 million of total unrecognized compensation cost related to performance share units that is expected to be recognized over a weighted-average period of 1.0 year.
Summary of Share-Based Compensation Expense
Total compensation cost related to all share-based awards was as follows:
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2024 | | 2023 | | 2022 |
| Stock options expense | $ | 9.8 | | | $ | 9.9 | | | $ | 9.2 | |
| Restricted stock expense | 8.3 | | | 5.7 | | | 6.7 | |
| Cash-settled restricted stock expense | 3.4 | | | 3.4 | | | 2.7 | |
| Performance share units expense | 7.7 | | | 6.0 | | | 6.0 | |
Total pre-tax share-based compensation expense(1) | 29.2 | | | 25.0 | | | 24.6 | |
| Income tax benefit | (3.2) | | | (2.7) | | | (2.4) | |
| Total share-based compensation expense, net of income taxes | $ | 26.0 | | | $ | 22.3 | | | $ | 22.2 | |
(1) Pre-tax compensation cost is recognized in both Cost of sales and Selling, general and administrative expenses in the Consolidated Statements of Income depending on the functional area of the underlying employees. Pre-tax compensation expense of $1.6 million, $1.4 million and $0.9 million was recognized in Cost of sales in the Consolidated Statements of Income during the years ended December 31, 2024, 2023 and 2022, respectively. Pre-tax compensation expense of $27.6 million, $23.6 million, and $23.7 million was recognized in Selling, general and administrative expenses in the Consolidated Statements of Income during the years ended December 31, 2024, 2023 and 2022, respectively.
16. Accumulated Other Comprehensive Loss
The components of Accumulated other comprehensive loss for the years ended December 31, 2024, 2023 and 2022 are as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Cumulative Translation Adjustment | | Pension and Other Postretirement Adjustments | | Accumulated Other Comprehensive Loss |
Balance, January 1, 2022(1) | | $ | (62.2) | | | $ | (7.4) | | | $ | (69.6) | |
| Other comprehensive (loss) income before reclassification adjustments | | (74.9) | | | 24.6 | | | (50.3) | |
Loss reclassified from Accumulated other comprehensive loss(2)(3) | | — | | | 0.5 | | | 0.5 | |
| Tax impact | | — | | | (6.8) | | | (6.8) | |
Net other comprehensive (loss) income(1) | | (74.9) | | | 18.3 | | | (56.6) | |
Balance, December 31, 2022(1) | | $ | (137.1) | | | $ | 10.9 | | | $ | (126.2) | |
| | | | | | |
| Other comprehensive income (loss) before reclassification adjustments | | 87.8 | | | (8.2) | | | 79.6 | |
Gain reclassified from Accumulated other comprehensive loss(2)(3) | | — | | | (1.5) | | | (1.5) | |
| Tax impact | | — | | | 2.3 | | | 2.3 | |
Net other comprehensive income (loss)(1) | | 87.8 | | | (7.4) | | | 80.4 | |
Balance, December 31, 2023(1) | | $ | (49.3) | | | $ | 3.5 | | | $ | (45.8) | |
| | | | | | |
| Other comprehensive (loss) income before reclassification adjustments | | (93.7) | | | 4.8 | | | (88.9) | |
Gain reclassified from Accumulated other comprehensive loss(2)(3) | | — | | | (1.0) | | | (1.0) | |
Amounts reclassified related to divestitures(4) | | 5.5 | | | — | | | 5.5 | |
| Tax impact | | — | | | (0.7) | | | (0.7) | |
Net other comprehensive (loss) income(1) | | (88.2) | | | 3.1 | | | (85.1) | |
Balance, December 31, 2024(1) | | $ | (137.5) | | | $ | 6.6 | | | $ | (130.9) | |
(1) Amounts are presented net of tax.
(2) Included in the computation of net periodic cost (benefit). See Note 17, “Retirement Benefits.” (3) Included in Other (income) expense – net in the Consolidated Statements of Income.
(4) In conjunction with the divestiture of Alfa Valvole during the second quarter of 2024, the Company released
associated cumulative foreign currency translation losses and included the release as part of the gain on sale of business.
17. Retirement Benefits
The Company sponsors several qualified and nonqualified defined benefit and defined contribution pension plans as well as other post-retirement plans for its employees. The Company uses a measurement date of December 31 for its defined benefit pension plans and post-retirement medical plans. The Company employs the measurement date provisions of ASC 715, Compensation-Retirement Benefits, which require the measurement date of plan assets and liabilities to coincide with the sponsor’s year end.
The following table provides a reconciliation of the changes in the benefit obligation and fair value of plan assets over the periods described below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Pension Benefits | | Other Benefits |
| | 2024 | | 2023 | | 2024 | | 2023 |
| | U.S. | | Non-U.S. | | U.S. | | Non-U.S. | | | | |
| CHANGE IN BENEFIT OBLIGATION |
| Obligation at January 1 | $ | 8.9 | | | $ | 88.5 | | | $ | 8.3 | | | $ | 75.7 | | | $ | 17.2 | | | $ | 16.4 | |
| Service cost | 0.1 | | | 1.5 | | | 0.1 | | | 1.2 | | | 0.5 | | | 0.4 | |
| Interest cost | 0.4 | | | 2.6 | | | 0.4 | | | 2.8 | | | 0.8 | | | 0.8 | |
| | | | | | | | | | | |
| Benefits paid | (0.8) | | | (2.2) | | | (0.7) | | | (1.4) | | | (0.8) | | | (0.9) | |
| Actuarial (gain) loss | (0.3) | | | 0.3 | | | 0.4 | | | 6.2 | | | (0.7) | | | 0.5 | |
| Currency translation | — | | | (5.3) | | | — | | | 5.2 | | | (0.2) | | | — | |
| Settlements | — | | | (2.5) | | | — | | | (3.0) | | | — | | | — | |
| | | | | | | | | | | |
| Acquisition/Divestiture | — | | | 0.9 | | | — | | | 1.0 | | | — | | | — | |
| Participant contributions | — | | | 0.9 | | | — | | | 0.9 | | | — | | | — | |
| Other | — | | | (0.1) | | | 0.4 | | | (0.1) | | | — | | | — | |
| Obligation at December 31 | $ | 8.3 | | | $ | 84.6 | | | $ | 8.9 | | | $ | 88.5 | | | $ | 16.8 | | | $ | 17.2 | |
| CHANGE IN PLAN ASSETS | | | | | | | | | | | |
| Fair value of plan assets at January 1 | $ | 4.3 | | | $ | 41.7 | | | $ | 4.7 | | | $ | 37.8 | | | $ | — | | | $ | — | |
| Actual return on plan assets | 0.2 | | | 6.2 | | | (0.3) | | | 0.9 | | | — | | | — | |
| Employer contributions | 0.4 | | | 3.4 | | | 0.4 | | | 3.3 | | | 0.8 | | | 0.9 | |
| Benefits paid | (0.8) | | | (2.2) | | | (0.7) | | | (1.4) | | | (0.8) | | | (0.9) | |
| Currency translation | — | | | (2.3) | | | — | | | 3.2 | | | — | | | — | |
| Settlements | — | | | (2.5) | | | — | | | (3.0) | | | — | | | — | |
| | | | | | | | | | | |
| Participant contributions | — | | | 0.9 | | | — | | | 0.9 | | | — | | | — | |
| Other | — | | | (0.1) | | | 0.2 | | | — | | | — | | | — | |
| Fair value of plan assets at December 31 | $ | 4.1 | | | $ | 45.1 | | | $ | 4.3 | | | $ | 41.7 | | | $ | — | | | $ | — | |
| Funded status at December 31 | $ | (4.2) | | | $ | (39.5) | | | $ | (4.6) | | | $ | (46.8) | | | $ | (16.8) | | | $ | (17.2) | |
| COMPONENTS ON THE CONSOLIDATED BALANCE SHEETS |
| | | | | | | | | | | |
| Other noncurrent assets | $ | — | | | $ | 2.1 | | | $ | — | | | $ | 1.5 | | | $ | — | | | $ | — | |
| Accrued expenses | (0.7) | | | (1.8) | | | (0.7) | | | (1.7) | | | (1.1) | | | (1.1) | |
| Other noncurrent liabilities | (3.5) | | | (39.8) | | | (3.9) | | | (46.6) | | | (15.7) | | | (16.1) | |
| Net asset (liability) at December 31 | $ | (4.2) | | | $ | (39.5) | | | $ | (4.6) | | | $ | (46.8) | | | $ | (16.8) | | | $ | (17.2) | |
The pension benefits actuarial gains and losses in 2024 net to zero. The impact of the decrease in discount rates from 2023 to 2024 for the non-U.S. pension schemes was offset by lower inflation in the Eurozone. The U.S. pension actuarial gains generated due to the increase in the discount rates from 2023 to 2024. The larger than expected asset returns have resulted in a net gain on the balance sheet.
The other benefits actuarial gain in 2024 was primarily driven by the increase in the discount rates from 2023 to 2024 with additional gains from updated participant data for the U.S. plans, partially offset by losses from the updated health care trend and claim cost assumptions.
The accumulated benefit obligation for all defined benefit pension plans was $89.4 million and $94.6 million at December 31, 2024 and 2023, respectively.
The weighted average assumptions used in the measurement of the Company’s benefit obligation at December 31, 2024 and 2023 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | U.S. Plans | | Non-U.S. Plans | | Other Benefits |
| | 2024 | | 2023 | | 2024 | | 2023 | | 2024 | | 2023 |
| Discount rate | 5.41 | % | | 4.93 | % | | 2.91 | % | | 3.01 | % | | 5.40 | % | | 4.90 | % |
| Rate of compensation increase | N/A | | N/A | | 2.38 | % | | 2.55 | % | | N/A | | N/A |
| Cash balance interest credit rate | N/A | | N/A | | 1.25 | % | | 1.43 | % | | N/A | | N/A |
The pretax amounts recognized in Accumulated other comprehensive loss on the Consolidated Balance Sheets as of December 31, 2024 and 2023 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Pension Benefits | | Other Benefits |
| | 2024 | | 2023 | | 2024 | | 2023 |
| | U.S. | | Non-U.S. | | U.S. | | Non-U.S. | | | | |
| Prior service cost (credit) | $ | 0.1 | | | $ | (0.3) | | | $ | 0.2 | | | $ | (0.4) | | | $ | (0.2) | | | $ | (0.3) | |
| Net loss (gain) | 2.3 | | | (1.8) | | | 2.7 | | | 1.8 | | | (8.4) | | | (8.6) | |
| Total | $ | 2.4 | | | $ | (2.1) | | | $ | 2.9 | | | $ | 1.4 | | | $ | (8.6) | | | $ | (8.9) | |
The components of the net periodic cost (benefit) for the plans in 2024, 2023 and 2022 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Pension Benefits |
| | 2024 | | 2023 | | 2022 |
| | U.S. | | Non-U.S. | | U.S. | | Non-U.S. | | U.S. | | Non-U.S. |
| Service cost | $ | 0.1 | | | $ | 1.5 | | | $ | 0.1 | | | $ | 1.2 | | | $ | 0.1 | | | $ | 1.8 | |
| Interest cost | 0.4 | | | 2.6 | | | 0.4 | | | 2.8 | | | 0.2 | | | 1.0 | |
| Expected return on plan assets | (0.3) | | | (1.8) | | | (0.2) | | | (1.6) | | | (0.2) | | | (1.3) | |
| Settlement gain recognized | — | | | (0.3) | | | — | | | (0.1) | | | — | | | — | |
| Net amortization | 0.3 | | | (0.1) | | | 0.1 | | | (0.6) | | | 0.3 | | | 0.6 | |
| Net periodic cost | $ | 0.5 | | | $ | 1.9 | | | $ | 0.4 | | | $ | 1.7 | | | $ | 0.4 | | | $ | 2.1 | |
| | | | | | | | | | | | | | | | | |
| | Other Benefits |
| | 2024 | | 2023 | | 2022 |
| Service cost | $ | 0.5 | | | $ | 0.4 | | | $ | 0.7 | |
| Interest cost | 0.8 | | | 0.8 | | | 0.5 | |
| Net amortization | (0.9) | | | (0.9) | | | (0.5) | |
| Net periodic cost | $ | 0.4 | | | $ | 0.3 | | | $ | 0.7 | |
The Company recognizes the service cost component in both Cost of sales and Selling, general and administrative expenses in the Consolidated Statements of Income depending on the functional area of the underlying employees. All other components of net periodic cost (benefit) are recorded in Other (income) expense – net in the Consolidated Statements of Income.
The assumptions used in determining the net periodic cost (benefit) were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | U.S. Plans | | Non-U.S. Plans |
| | 2024 | | 2023 | | 2022 | | 2024 | | 2023 | | 2022 |
| Discount rate | 4.93 | % | | 5.17 | % | | 2.52 | % | | 3.01 | % | | 3.75 | % | | 1.25 | % |
| Expected return on plan assets | 5.40 | % | | 4.65 | % | | 2.63 | % | | 4.37 | % | | 4.17 | % | | 2.87 | % |
| Rate of compensation increase | N/A | | N/A | | N/A | | 2.55 | % | | 2.44 | % | | 2.31 | % |
| | | | | | | | | | | | | | | | | |
| | Other Benefits |
| | 2024 | | 2023 | | 2022 |
| Discount rate | 4.90 | % | | 5.21 | % | | 2.70 | % |
| Expected return on plan assets | N/A | | N/A | | N/A |
| Rate of compensation increase | N/A | | N/A | | N/A |
The pretax change recognized in Accumulated other comprehensive loss on the Consolidated Balance Sheet in 2024 is as follows: | | | | | | | | | | | | | | | | | |
| | Pension Benefits | | Other
Benefits |
| | U.S. | | Non-U.S. | | |
| Net gain in current year | $ | 0.2 | | | $ | 4.1 | | | $ | 0.7 | |
| Prior service credit | — | | | 0.1 | | | — | |
| Amortization of prior service credit | — | | | (0.1) | | | (0.1) | |
| Amortization of net loss (gain) | 0.3 | | | — | | | (0.8) | |
| Settlement gain recognized | — | | | (0.3) | | | — | |
| Exchange rate effect on amounts in other comprehensive income | — | | | (0.2) | | | (0.1) | |
| Total | $ | 0.5 | | | $ | 3.6 | | | $ | (0.3) | |
The discount rates for the Company’s plans are derived by matching the plan’s cash flows to a yield curve that provides the equivalent yields on zero-coupon bonds for each maturity. The discount rate selected is the rate that produces the same present value of cash flows.
In selecting the expected rate of return on plan assets, the Company considers the historical returns and expected returns on plan assets. The expected returns are evaluated using asset return class, variance and correlation assumptions based on the plan’s target asset allocation and current market conditions.
Prior service costs are amortized on a straight-line basis over the average remaining service period of active participants. Gains and losses in excess of 10% of the greater of the benefit obligation or the market value of assets are amortized over the average remaining service period of active participants.
For measurement purposes, a 6.86% weighted average annual rate of increase in the per capita cost of covered health care benefits was assumed for 2024. The rate was assumed to decrease gradually each year to a rate of 4.00% for 2047 and remain at that level thereafter.
Costs of defined contribution plans were $17.4 million, $16.8 million and $16.1 million for 2024, 2023 and 2022, respectively.
The Company, through its subsidiaries, participates in a multi-employer pension plan covering approximately 213 participants under U.S. collective bargaining agreements. None of these plans are considered individually significant to the Company as contributions to these plans totaled $1.0 million, $0.9 million, and $0.8 million for 2024, 2023 and 2022, respectively.
Plan Assets
The Company’s pension plan weighted average asset allocations at December 31, 2024 and 2023, by asset category, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| U.S. Plans | | Non-U.S. Plans |
| 2024 | | 2023 | | 2024 | | 2023 |
| Equity securities | 9 | % | | 9 | % | | 1 | % | | 10 | % |
| Fixed income securities | 79 | % | | 79 | % | | 25 | % | | 22 | % |
Cash/Commingled Funds/Other(1) | 12 | % | | 12 | % | | 74 | % | | 68 | % |
| Total | 100 | % | | 100 | % | | 100 | % | | 100 | % |
The basis used to measure the defined benefit plans’ assets at fair value at December 31, 2024 and 2023 is summarized as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Basis of Fair Value Measurement |
| | Outstanding
Balances | | Level 1 | | Level 2 | | Level 3 |
| As of December 31, 2024 | |
| Equity | | | | | | | |
| U.S. Large Cap | $ | 0.2 | | | $ | 0.2 | | | $ | — | | | $ | — | |
| U.S. Small / Mid Cap | — | | | — | | | — | | | — | |
| International | 0.8 | | | 0.8 | | | — | | | — | |
| Fixed Income | | | | | | | |
| U.S. Intermediate | 2.5 | | | — | | | 2.5 | | | — | |
| U.S. Long Term | 3.1 | | | — | | | 3.1 | | | — | |
| U.S. High Yield | 0.7 | | | — | | | 0.7 | | | — | |
| International | 8.2 | | | 0.2 | | | 8.0 | | | — | |
Other Commingled Funds(1) | 30.0 | | | — | | | — | | | 30.0 | |
| Cash and Equivalents | 2.1 | | | 2.1 | | | — | | | — | |
| Other | 1.7 | | | — | | | 1.7 | | | — | |
| $ | 49.3 | | | $ | 3.3 | | | $ | 16.0 | | | $ | 30.0 | |
(1)Other commingled funds represent pooled institutional investments in non-U.S. plans.
| | | | | | | | | | | | | | | | | | | | | | | |
| | Basis of Fair Value Measurement |
| | Outstanding
Balances | | Level 1 | | Level 2 | | Level 3 |
| As of December 31, 2023 | |
| Equity | | | | | | | |
| U.S. Large Cap | $ | 0.2 | | | $ | 0.2 | | | $ | — | | | $ | — | |
| U.S. Small / Mid Cap | 2.1 | | | — | | | 2.1 | | | — | |
| International | 2.4 | | | 0.8 | | | 1.6 | | | — | |
| Fixed Income | | | | | | | |
| U.S. Intermediate | 2.5 | | | — | | | 2.5 | | | — | |
| U.S. Long Term | 3.3 | | | — | | | 3.3 | | | — | |
| U.S. High Yield | 0.5 | | | — | | | 0.5 | | | — | |
| International | 6.4 | | | 0.2 | | | 6.2 | | | — | |
Other Commingled Funds(1) | 25.8 | | | — | | | — | | | 25.8 | |
| Cash and Equivalents | 1.1 | | | 0.6 | | | 0.5 | | | — | |
| Other | 1.7 | | | — | | | 1.7 | | | — | |
| $ | 46.0 | | | $ | 1.8 | | | $ | 18.4 | | | $ | 25.8 | |
(1)Other commingled funds represent pooled institutional investments in non-U.S. plans.
Equities that are valued using quoted prices are valued at the published market prices. Equities in a common collective trust or a registered investment company that are valued using significant other observable inputs are valued at the net asset value (“NAV”) provided by the fund administrator. The NAV is based on the value of the underlying assets owned by the fund minus its liabilities. Fixed income securities that are valued using significant other observable inputs are valued at prices obtained from independent financial service industry-recognized vendors.
Investment Policies and Strategies
The investment objective of the U.S. plan, consistent with prudent standards for preservation of capital and maintenance of liquidity, is to earn the highest possible total rate of return consistent with the plan’s tolerance for risk. The general asset allocation guidelines for plan assets are that “equities” will constitute 10% and “fixed income” obligations, including cash, will constitute 90% of the market value of total fund assets.
The investment objective of the UK plan, consistent with prudent standards for preservation of capital and maintenance of liquidity, is to earn a target return of UK Gilts plus approximately 1.3% per year. The general asset allocation guidelines for plan assets are that “fixed income” obligations, including cash, will constitute 100% of the market value of total fund assets.
The term “equities” includes common stock, while the term “fixed income” includes obligations with contractual payments and a specific maturity date. Diversification of assets is employed to ensure that adverse performance of one security or security class does not have an undue detrimental impact on the portfolio as a whole. Diversification is interpreted to include diversification by type, characteristic and number of investments as well as by investment style of designated investment fund managers. No restrictions are placed on the selection of individual investments by the investment fund managers. The total fund performance and the performance of the investment fund managers is reviewed on a regular basis using an appointed professional independent advisor. As of December 31, 2024, there were no shares of the Company’s stock held in plan assets.
Cash Flows
The Company expects to contribute approximately $3.7 million to its defined benefit plans and $1.1 million to its other postretirement benefit plans in 2025. The Company also expects to contribute approximately $17.1 million to its defined contribution plan in 2025 using cash on hand.
Estimated Future Benefit Payments
The future estimated benefit payments for the next five years and the five years thereafter are as follows:
| | | | | | | | |
| Estimated Future Benefits | | |
| 2025 | | $ | 7.4 | |
| 2026 | | 6.5 | |
| 2027 | | 6.8 | |
| 2028 | | 6.5 | |
| 2029 | | 7.0 | |
| 2030 to 2034 | | 32.2 | |
18. Subsequent Events
During the first quarter of 2025, the Company initiated organizational changes, primarily designed to connect scalable groups of businesses and strategically shift away from strictly vertical organizations towards more efficient horizontal frameworks. Additionally, we eliminated layers in select areas. These changes are expected to enable the Company to self-fund more growth resources, increase sourcing productivity, improve agility and speed of decision making and position the Company closer to the customer for maximum impact. These actions are expected to result in approximately $21 million to $25 million of restructuring charges for severance related to employee reductions in 2025.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. 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.
As required by SEC Rule 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 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 that the Company’s disclosure controls and procedures were effective as of December 31, 2024.
Management’s Report on Internal Control Over Financial Reporting appearing on page 36 of this report is incorporated into this Item 9A by reference.
There has been no change in the Company’s internal control 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 control over financial reporting.
Item 9B. Other Information.
During the year ended December 31, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Information under the headings “Election of Directors”; “Board Committees”; and “Corporate Governance” in the 2025 Proxy Statement is incorporated into this Item 10 by reference. Information regarding executive officers of the Company is located in Part I, Item 1, of this report under the caption “Information about Our Executive Officers.”
The Company has adopted a Code of Business Conduct and Ethics applicable to the Company’s directors, officers (including the Company’s principal executive officer, principal financial officer and principal accounting officer) and employees. The Code of Business Conduct and Ethics, along with the Audit Committee Charter, Nominating and Corporate Governance Committee Charter, Compensation Committee Charter and Corporate Governance Guidelines are available on the Company’s website at www.idexcorp.com under “Investors.” In the event the Company amends or waives any of the provisions of the Code of Business Conduct and Ethics applicable to the Company’s principal executive officer, principal financial officer or principal accounting officer, the Company intends to disclose the same on its website.
The Company has insider trading policies and procedures that govern the purchase, sale and other dispositions of its securities by directors, officers, employees and contractors, as well as by the Company itself. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.
Item 11. Executive Compensation.
Information under the heading “Executive Compensation” in the 2025 Proxy Statement is incorporated into this Item 11 by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Information under the heading “Security Ownership” in the 2025 Proxy Statement is incorporated into this Item 12 by reference.
Equity Compensation Plan Information
Information with respect to the Company’s equity compensation plans as of December 31, 2024 is as follows:
| | | | | | | | | | | | | | | | | |
| Plan Category | Number of Securities
To be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights | | Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(1) |
| Equity compensation plans approved by the Company’s stockholders | 1,247,052 | | | $ | 191.96 | | | 9,719,183 | |
| Equity compensations plans not approved by the Company’s stockholders | — | | | — | | | — | |
(1)Includes an indeterminate number of shares underlying deferred compensation units (“DCUs”) granted under the Directors Deferred Compensation Plan and Deferred Compensation Plan for Non-officer Presidents which are issuable under the Company’s Incentive Award Plan. Also includes an indeterminate number of shares underlying DCUs granted under the Deferred Compensation Plan for Officers, which shares are issuable under the Incentive Award Plan. The number of DCUs granted under these plans is determined by dividing the amount deferred by the closing price of the common stock the day before the date of deferral. The DCUs are entitled to receive dividend equivalents which are reinvested in DCUs based on the same formula for investment of a participant’s deferral.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information under the headings, “Corporate Governance” and “Board Committees” in the 2025 Proxy Statement is incorporated into this Item 13 by reference.
Item 14. Principal Accountant Fees and Services.
Information under the heading “Principal Accountant Fees and Services” in the 2025 Proxy Statement is incorporated into this Item 14 by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(A)1. Financial Statements
2. Financial Statement Schedules
Financial statement schedules are omitted because they are not applicable, not required, not material or because the required information is included in the Consolidated Financial Statements of the Company or the Notes thereto.
3. Exhibits
The exhibits filed with this report are listed on the “Exhibit Index,” which precedes the signature page of this report.
Item 16. Form 10-K Summary.
None.
Exhibit Index | | | | | | | | |
Exhibit
Number | | Description |
| |
| 3.1 | | | |
| |
| 3.2 | | | |
| | |
| 4.1 | | | |
| | |
| 4.2 | | | |
| | |
| 4.3 | | | |
| | |
| 4.4 | | | |
| | |
| 4.5 | | | |
| | |
| 4.6 | | | |
| | |
| 4.7 | | |
| | |
| 10.1** | | |
| | |
| 10.2** | | |
| | |
| 10.3** | | |
| | |
| 10.4** | | |
| | |
| 10.5** | | |
| | |
| 10.6** | | |
| | |
| 10.7** | | |
| | |
| 10.8** | | |
| | |
| | | | | | | | |
| 10.9** | | |
| | |
| 10.10** | | |
| | |
| 10.11** | | |
| | |
| 10.12** | | |
| | |
| 10.13** | | |
| | |
| 10.14** | | |
| | |
| 10.15** | | |
| | |
| 10.16** | | |
| | |
| 10.17** | | |
| | |
| 10.18** | | |
| | |
| 10.19** | | |
| | |
| 10.20** | | |
| | |
| 10.21** | | |
| | |
| 10.22** | | |
| | |
| 10.23** | | |
| | |
| 10.24** | | |
| | |
| 10.25** | | |
| | |
| 10.26** | | |
| | |
| | | | | | | | |
| 10.27 | | | Amended and Restated Credit Agreement, dated as of November 1, 2022, which amends and restates the Credit Agreement, dated as of May 31, 2019, by and among IDEX Corporation and certain of its subsidiaries, as borrowers, Bank of America, N.A., as administrative agent, swing line lender and an issuer of letters of credit; JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as co-syndication agents and issuers of letters of credit; HSBC Bank USA, National Association, Mizuho Bank, Ltd., and Bank of China, Chicago Branch, as co-documentation agents and the other lenders and financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of IDEX Corporation filed on November 2, 2022) |
| | |
| 10.28** | | |
| | |
| 10.29** | | |
| | |
| 10.30** | | |
| | |
| 10.31** | | |
| | |
| 19* | | |
| |
| 21* | | |
| |
| 23* | | |
| |
| 31.1* | | |
| | |
| 31.2* | | |
| | |
| 32.1*** | | |
| |
| 32.2*** | | |
| | |
| 97 | | | |
| | | | | | | | |
| | |
| *,****101 | | The following materials from IDEX Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024 formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at December 31, 2024 and 2023, (ii) the Consolidated Statements of Income for the three years ended December 31, 2024, (iii) the Consolidated Statements of Comprehensive Income for the three years ended December 31, 2024, (iv) the Consolidated Statements of Equity for the three years ended December 31, 2024, (v) the Consolidated Statements of Cash Flows for the three years ended December 31, 2024, and (vi) Notes to Consolidated Financial Statements. |
| | |
| *,****104 | | Cover Page Interactive Data File (Formatted Inline XBRL and contained in Exhibit 101) |
* Filed herewith.
** Management contract or compensatory plan or agreement.
*** Furnished herewith.
**** In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibits 101 and 104 to this Annual Report on Form 10-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 |
| | |
| By: | /s/ ABHISHEK KHANDELWAL |
| | Abhishek Khandelwal |
| | Senior Vice President and Chief Financial Officer |
Date: February 20, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
| Signature | | Title | | Date |
| | |
| /s/ ERIC D. ASHLEMAN | | Chief Executive Officer, President and Director (Principal Executive Officer) | | |
| Eric D. Ashleman | | | February 20, 2025 |
| | |
| /s/ ABHISHEK KHANDELWAL | | Senior Vice President and
Chief Financial
Officer (Principal Financial Officer) | | |
| Abhishek Khandelwal | | | February 20, 2025 |
| | |
| /s/ ALLISON S. LAUSAS | | Vice President and
Chief Accounting Officer
(Principal Accounting Officer) | | |
| Allison S. Lausas | | | February 20, 2025 |
| | |
| /s/ MARK A. BECK | | Director | | |
| Mark A. Beck | | | February 20, 2025 |
| | | | |
| /s/ MARK A. BUTHMAN | | Director | | |
| Mark A. Buthman | | | February 20, 2025 |
| | | | |
| /s/ ALEJANDRO QUIROZ CENTENO | | Director | | |
| Alejandro Quiroz Centeno | | | February 20, 2025 |
| | | | |
| /s/ CARL R. CHRISTENSON | | Director | | |
| Carl R. Christenson | | | February 20, 2025 |
| | | | |
| /s/ LAKECIA N. GUNTER | | Director | | |
| Lakecia N. Gunter | | | February 20, 2025 |
| | | | |
| /s/ KATRINA L. HELMKAMP | | Non-Executive Chair of the Board and Director | | |
| Katrina L. Helmkamp | | | February 20, 2025 |
| | | | |
| /s/ DAVID C. PARRY | | Director | | |
| David C. Parry | | | February 20, 2025 |
| | |
| /s/ LIVINGSTON L. SATTERTHWAITE | | Director | | |
| Livingston L. Satterthwaite | | | February 20, 2025 |
| | | | |
| /s/ L. PARIS WATTS-STANFIELD | | Director | | |
| L. Paris Watts-Stanfield | | | February 20, 2025 |
| | |
