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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
[ ] 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 (I.R.S. Employer
incorporation or organization) Identification No.)
630 DUNDEE ROAD, NORTHBROOK, ILLINOIS 60062
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (847) 498-7070
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
COMMON STOCK, NEW YORK STOCK EXCHANGE AND
PAR VALUE $.01 PER SHARE CHICAGO 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 [X] 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 [X]
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 [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes [ ] No [X]
The aggregate market value of the voting stock (based on the June 30, 2005
closing price of $38.61) held by non-affiliates of IDEX Corporation was
$1,938,730,725.
The number of shares outstanding of IDEX Corporation's common stock, par value
$.01 per share (the "Common Stock"), as of February 28, 2006 was 52,948,273 (net
of treasury shares).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 2005 Annual Report to Shareholders of IDEX Corporation (the
"2005 Annual Report") are incorporated by reference into Parts I and II of this
Form 10-K and portions of the definitive Proxy Statement of IDEX Corporation
(the "2006 Proxy Statement") with respect to the 2006 annual meeting of
shareholders are incorporated by reference into Part III of this Form 10-K.
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TABLE OF CONTENTS
PART I.
Item 1. Business. 1
Item 1A. Risk Factors. 6
Item 1B. Unresolved Staff Comments. 8
Item 2. Properties. 8
Item 3. Legal Proceedings. 9
Item 4. Submission of Matters to a Vote of Security Holders. 9
PART II.
Item 5. Market for Registrant's Common Equity, Related Shareholder
Matters and Issuer Purchases of Equity Securities. 9
Item 6. Selected Financial Data. 10
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations. 10
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 10
Item 8. Financial Statements and Supplementary Data. 10
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure. 10
Item 9A. Controls and Procedures. 10
Item 9B. Other Information. 10
PART III.
Item 10. Directors and Executive Officers of the Registrant. 11
Item 11. Executive Compensation. 11
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters. 11
Item 13. Certain Relationships and Related Transactions. 11
Item 14. Principal Accountant Fees and Services. 11
PART IV.
Item 15. Exhibits and Financial Statement Schedule. 12
Report of Independent Registered Public Accounting Firm 13
Schedule II - Valuation and Qualifying Accounts 14
Signatures 15
Exhibit Index 16
PART I
ITEM 1. BUSINESS.
IDEX Corporation ("IDEX" or the "Company") manufactures an extensive array
of engineered industrial products sold to customers in a variety of industries
around the world. We believe that each of our business units is a leader in its
niche market. We also believe that our consistent financial performance has been
attributable to the manufacture of quality products designed and engineered by
us, coupled with our ability to identify and successfully consummate and
integrate strategic acquisitions. IDEX consists of three reportable business
segments: Pump Products Group, Dispensing Equipment Group, and Other Engineered
Products Group.
PUMP PRODUCTS GROUP
The Pump Products Group produces a wide variety of pumps, compressors, flow
meters, injectors and valves and related controls for the movement of liquids
and gases. The devices and equipment produced by this group are used by a large
and diverse set of industries including chemical processing, machinery, water
treatment, medical equipment, liquid petroleum distribution, oil and refining,
food and beverage, biotech, life sciences and drug processing. The eight
business units that comprise this group are Gast Manufacturing, Liquid Controls,
Micropump, Pulsafeeder, Rheodyne, Scivex, Viking Pump and Warren
Rupp/Versa-Matic. The group accounted for 59% of sales and 54% of operating
income in 2005, with 36% of sales to customers outside the U.S.
Gast Manufacturing. Gast Manufacturing, acquired in 1998, is a leading
manufacturer of air-moving products, including air motors, low- and medium-range
vacuum pumps, vacuum generators, regenerative blowers and fractional horsepower
compressors. Gast's products are used in a variety of long-life applications
requiring a quiet, clean source of moderate vacuum or pressure. Gast's primary
markets served are medical equipment, environmental equipment, computers and
electronics, printing machinery, paint mixing machinery, packaging machinery,
graphic arts and industrial manufacturing. Gast is based in Benton Harbor,
Michigan, with additional facilities in England. Approximately 20% of Gast's
2005 sales were to customers outside the U.S.
Liquid Controls. Liquid Controls, acquired in January 2001, is a leading
manufacturer of positive displacement flow meters and electronic registration
and control products. Applications for its products include mobile and
stationary metering installations for wholesale and retail distribution of
petroleum and liquefied petroleum gas, aviation refueling, and industrial
metering and dispensing of liquids and gases. Liquid Controls is headquartered
in Lake Bluff, Illinois, with additional operations in Italy and India. During
2001, the Company decided to operate its previously acquired Corken business
unit as part of Liquid Controls. Corken, based in Oklahoma City, Oklahoma and
acquired by IDEX in 1991, is a leading producer of positive displacement rotary
vane pumps, single and multistage regenerative turbine pumps, and small
horsepower reciprocating piston compressors. Sponsler Co., Inc., with
headquarters in Westminster, South Carolina, was acquired in June 2003.
Sponsler, which operates as part of Liquid Controls, is a manufacturer of a line
of precision turbine flowmeters to meet all flow applications, including
low-flow and applications where viscosity, corrosive media, extreme temperature
or hazardous materials are factors. Approximately 50% of Liquid Controls' 2005
sales were outside the U.S.
Micropump. Micropump, acquired in 1995, is a leader in small,
precision-engineered, magnetically and electromagnetically driven rotary gear,
piston and centrifugal pumps. Micropump's products are used in low-flow
applications, including abrasive and corrosive applications. Micropump serves
markets including printing machinery, medical equipment, paints and inks,
chemical processing, pharmaceutical, refining, laboratory, electronics, pulp and
paper, water treatment and textiles. Micropump is based in Vancouver,
Washington, and also has operations in England. In April 2000, IDEX acquired
Ismatec SA, a leading manufacturer of peristaltic metering pumps, analytical
process controllers, and sample preparation systems. Headquartered near Zurich,
Switzerland, the business operates as part of Micropump and provides Micropump
with entry into scientific R&D markets including pharmaceutical, medical,
biotech and institutional laboratory. In May 2000, IDEX acquired Trebor
International, which also now operates as part of Micropump. Headquartered in
Salt Lake City, Utah, Trebor is a leader in high-purity fluid handling products,
including air-operated diaphragm pumps and deionized water-heating systems. Its
products are used in the manufacturing of semiconductors, disk drives and flat
panel displays. Approximately 50% of Micropump's 2005 sales were to customers
outside the U.S.
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Pulsafeeder. Pulsafeeder, acquired in 1992, is a leading manufacturer of
metering pumps, special purpose rotary pumps, peristaltic pumps, electronic
controls and dispensing equipment. Pulsafeeder's products are used to introduce
precise amounts of fluids into processes to manage water quality and chemical
composition, and its markets include water and wastewater treatment, power
generation, pulp and paper, chemical and hydrocarbon processing and swimming
pools. Pulsafeeder is headquartered in Rochester, New York, with additional
operations in Punta Gorda, Florida. Knight Equipment, Inc., acquired in 1997, is
operated as part of the Pulsafeeder business unit, and has its headquarters in
Lake Forest, California, with additional operations in The Netherlands. Knight
is a leading manufacturer of pumps and dispensing equipment for industrial
laundries, commercial dishwashing and chemical metering. Halox Technologies,
Inc., acquired in April 2002, is also operated as part of the Pulsafeeder
business unit and is a small Bridgeport, Connecticut-based manufacturer of
point-of-use chlorine dioxide equipment. Its products produce chlorine dioxide
for use in water treatment and disinfectant applications. Halox products can be
used in a wide variety of end markets including food and beverage, cooling
towers and potable water treatment. Classic Engineering, Inc. was acquired in
September 2003 and operates as part of the Pulsafeeder group. Classic, based in
Jacksonville, Florida, is a supplier of fully integrated pump and metering
systems to chemical companies and municipal water treatment facilities. Classic
also designs, engineers and manufactures a line of standard and custom
chemical-feed systems for the water, wastewater, chemical OEM, pulp and paper,
cement and general industrial markets. In 2005, approximately 35% of
Pulsafeeder's sales were to customers outside the U.S.
Rheodyne. Rheodyne, acquired in July 2002, is a leading manufacturer of
injectors, valves, fittings and accessories for the analytical instrumentation
market. Its products are used by manufacturers of high pressure liquid
chromatography equipment servicing the pharmaceutical, biotech, life science,
food and beverage, and chemical markets. Rheodyne is based in Rohnert Park,
California, and its activities are closely coordinated with those of Ismatec,
Trebor, Scivex, and Micropump. Systec, Inc., acquired in April 2004, designs and
manufactures vacuum degassing products for the analytical chemistry
instrumentation market. Systec, based in New Brighton, Minnesota, is operated as
part of the Rheodyne business unit. Approximately 35% of Rheodyne's 2005 sales
were to customers outside the U.S.
Scivex. Scivex, acquired in May 2004, is a leading provider of fluidic
components and systems for the analytical, biotechnology and diagnostic
instrumentation markets. Its fluidic components and sub-assemblies include:
fittings, precision dispensing pumps and valves, tubing and integrated tubing
assemblies, filter sensors and other micro- and nano-fluidic components. Markets
served by Scivex include pharmaceutical, drug discovery, chemical, biochemical
processing, genomics/proteomics research, environmental labs, food/agriculture,
medical lab, personal care, and plastics/polymer/rubber production. Scivex
operates Upchurch Scientific in Oak Harbor, Washington and Sapphire Engineering
in Pocasset, Massachusetts. Approximately 20% of Scivex's 2005 sales were to
customers outside the U.S.
Viking Pump. Viking produces internal and external gear pumps, lobe pumps,
strainers and reducers, and related controls. These products are used for
transferring and metering thin and viscous liquids. Markets served by Viking
include chemical, petroleum, pulp and paper, plastics, paints, inks, tanker
trucks, compressor, construction, food and beverage, personal care,
pharmaceutical and biotech. Viking is based in Cedar Falls, Iowa, with
additional operations in Canada, England and Ireland. Wrightech Corporation was
acquired in October 2002 and is headquartered in Waukesha, Wisconsin. Wrightech,
which operates as part of Viking Pump, is a small manufacturer of
stainless-steel positive displacement pumps and replacement parts for the
sanitary product marketplace. This market includes beverage, food processing,
pharmaceutical, cosmetics and other industries that require sanitary processing.
Approximately 30% of Viking's 2005 sales were to customers outside the U.S.
Warren Rupp/Versa-Matic. Warren Rupp is a leading producer of air-operated
and motor-driven double-diaphragm pumps. Warren Rupp's products are used for
abrasive and semisolid materials as well as for applications where product
degradation is a concern or where electricity is not available or should not be
used. This business serves markets including chemical, paint, food processing,
electronics, construction, utilities, mining and industrial maintenance. Warren
Rupp is based in Mansfield, Ohio. Blagdon Pump, located in the United Kingdom,
was acquired in 1997 and is operated as part of the Warren Rupp business unit.
Versa-Matic Tool, Inc. was acquired in June 2001 and also operates as part of
Warren Rupp. Headquartered in Export, Pennsylvania, Versa-Matic is a
manufacturer and distributor of air-operated double-
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diaphragm pumps and pump-replacement parts. Warren Rupp's sales to customers
outside the U.S. in 2005 were approximately 50%.
DISPENSING EQUIPMENT GROUP
The Dispensing Equipment Group produces highly engineered equipment for
dispensing, metering and mixing colorants, paints, inks and dyes, refinishing
equipment, and centralized lubrication systems. This equipment is used in a
variety of retail and commercial industries around the world. This group
provides equipment, systems and services for applications such as tinting paints
and coatings, industrial and automotive refinishing, and the precise lubrication
of machinery and transportation equipment. The three business units that
comprise this group are FAST, Fluid Management and Lubriquip. The group
accounted for 18% of sales and 19% of operating income in 2005, with 59% of
sales to customers outside the U.S.
FAST. The Company acquired FAST (now FAST & Fluid Management Srl - Italy)
in 1999. F&FM is a leading European manufacturer of precision-designed tinting,
mixing, dispensing and measuring equipment for refinishing, architectural and
industrial paints, inks, dyes, pastes and other liquids. F&FM's products are
used for the precise and reliable reproduction of colors based on paint
producers' formulas. Through architectural, refinishing and industrial paint
producers, precision equipment is supplied to retail and commercial stores, home
centers and automotive body shops. F&FM is headquartered in Milan, Italy, with
additional operations in France, Spain and the United Kingdom. Over 95% of
F&FM's sales in 2005 were to customers outside the U.S.
Fluid Management. Fluid Management, acquired in 1996, is the market leader
in automatic and manually operated dispensing, metering and mixing equipment for
the paints and coatings market. Fluid Management's products are used for the
precise blending and mixing of base paints, tints and colorants, and inks and
dyes. Fluid Management's markets include retail and commercial paint stores,
hardware stores, home centers, department stores, printers, paint and ink
manufacturers and point of purchase dispensers and mixing equipment for the
personal care and health and beauty industry. Fluid Management is based in
Wheeling, Illinois. Additional operations are located in The Netherlands and
Australia. Approximately 55% of Fluid Management's 2005 sales were to customers
outside the U.S.
Lubriquip. Lubriquip is a market leader in centralized oil and grease
lubrication systems, force-feed lubricators, metering devices, related
electronic controls and accessories. Lubriquip's products are used to prolong
equipment life, reduce maintenance costs and increase productivity. Lubriquip
serves markets including machine tools, transfer machines, conveyors, packaging
equipment, transportation equipment, construction machinery, food processing and
paper machinery. Lubriquip is headquartered in Warrensville Heights, Ohio, with
an additional operation in Madison, Wisconsin. Approximately 25% of Lubriquip's
sales in 2005 were to customers outside the U.S.
OTHER ENGINEERED PRODUCTS GROUP
The Other Engineered Products Group produces firefighting pumps and
controls, rescue tools, lifting bags and other components and systems for the
fire and rescue industry, and engineered stainless steel banding and clamping
devices used in a variety of industrial and commercial applications. The two
business units that comprise this group are Hale Products and Band-It. The group
accounted for 23% of sales and 27% of operating income in 2005, with 46% of
sales to customers outside the U.S.
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's products are used for securing exhaust system heat and
sound shields, industrial hose fittings, traffic signs and signals, electrical
cable shielding, identification and bundling, and numerous other industrial and
commercial applications. Band-It's markets include transportation equipment, oil
and gas, general industrial maintenance, electronics, electrical,
communications, aerospace, utility and municipal. Band-It is based in Denver,
Colorado, with additional manufacturing operations in the United Kingdom and
Singapore. In 2005, approximately 45% of Band-It's sales were to customers
outside the U.S.
Hale Products. Hale Products, acquired in 1994, is a leading manufacturer
of rescue systems, lifting bags, and truck-mounted fire pumps. Hale's products
include the Hurst Jaws of Life(R) and LUKAS(R) rescue tool and re-railing
systems. Hale's pumps are used to pump water or foam to extinguish fires; its
rescue equipment is used to extricate accident victims; its forced-entry
equipment is used for law enforcement; and
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its hydraulic products are used for re-railing, disaster recovery and recycling.
Hale's markets include public and private fire and rescue organizations. LUKAS
Hydraulik, headquartered in Erlangen, Germany, was acquired in 1995 and is
operated as part of the Hale business unit. In January 2001, IDEX acquired Class
1, Inc., headquartered in Ocala, Florida, and now is operated as part of Hale.
Class 1 is a leading supplier of components and systems to the fire and rescue
vehicle market. Its primary products include electronic information controls,
engine information systems, electronic multiplexing units, electrical monitoring
equipment and systems and fire truck mechanical components. In January 2004,
IDEX acquired Manfred Vetter GmbH, headquartered in Zulpich, Germany. Vetter,
operating as part of the Hale business unit, designs and manufactures pneumatic
lifting and sealing bags for vehicle and aircraft rescue, environmental
protection, industrial maintenance, and disaster recovery and control. Tianjin
Dinglee Machine and Motor Co., Ltd., based in Tianjin, China, was acquired in
July 2004 and operates as part of Hale. Dinglee is a leading manufacturer of
rescue tools in China. Hale is headquartered in Ocala, Florida, with additional
operations in Conshohocken, Pennsylvania, Shelby, North Carolina, as well as
England, Germany and China. Approximately 45% of Hale's 2005 sales were to
customers outside the U.S.
GENERAL ASPECTS APPLICABLE TO THE COMPANY'S BUSINESS GROUPS
COMPETITORS
The Company's businesses participate in highly competitive markets.
Generally, all of the Company's businesses compete on the basis of performance,
quality, service and price.
Principal competitors of the businesses in the Pump Products Group are the
Blackmer division of Dover Corporation (with respect to rotary gear pumps, and
pumps and small horsepower compressors used in liquified petroleum gas
distribution facilities); Milton Roy, a division of United Technologies
Corporation (with respect to metering pumps and controls); Roper Industries and
Tuthill Corporation (with respect to rotary gear pumps); Wilden Pump and
Engineering Co., a division of Dover Corporation (with respect to air-operated
double-diaphragm pumps); Thomas Industries, a division of Gardner Denver (with
respect to vacuum pumps and compressors); and Valco Instruments Co. (with
respect to fluid injectors and valves).
The principal competitors of the Dispensing Equipment Group are Corob
S.p.A. (with respect to dispensing and mixing equipment for the paint industry)
and Lincoln Industrial (with respect to centralized lubrication systems).
The Other Engineered Products Group's principal competitors are A.J.
Gerrard & Company, a division of Illinois Tool Works Inc. (with respect to
stainless steel bands, buckles and tools) and Waterous Company, a division of
American Cast Iron Pipe Company (with respect to truck-mounted firefighting
pumps).
EMPLOYEES
At December 31, 2005, IDEX had approximately 4,300 employees. Approximately
11% were represented by labor unions with various contracts expiring through
November 2008. Management believes that the Company's relationship with its
employees is good. The Company has historically been able to satisfactorily
renegotiate its collective bargaining agreements, with its last work stoppage in
March 1993.
SUPPLIERS
IDEX manufactures many of the parts and components used in its products.
Substantially all materials, parts and components purchased by IDEX are
available from multiple sources.
INVENTORY AND BACKLOG
The Company regularly and systematically adjusts production schedules and
quantities based on the flow of incoming orders. Backlogs are therefore
typically limited to approximately 1 to 1 1/2 months of production. While total
inventory levels may also be affected by changes in orders, the Company
generally tries to maintain relatively stable inventory levels based on its
assessment of the requirements of the various industries served.
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SEGMENT INFORMATION
For segment financial information for the years 2005, 2004, and 2003, see
the table titled "Company and Business Group Financial Information" presented on
page 20 under "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and Note 10 of the "Notes to Consolidated Financial
Statements" on page 34 of the 2005 Annual Report, which is incorporated herein
by reference.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the names of the executive officers of the
Company, their ages, years of service, the positions held by them, and their
business experience during the past 5 years.
YEARS OF
NAME AGE SERVICE POSITION
- ---- --- -------- -------------------------------------
Lawrence D. Kingsley.. 43 1 President and Chief Executive Officer
Dominic A. Romeo...... 46 2 Vice President and Chief Financial
Officer
Kimberly K. Bors...... 45 3 Vice President-Human Resources
John L. McMurray...... 55 13 Vice President-Group Executive of
Pump Products
Heath A. Mitts........ 35 -- Vice President-Corporate Finance
Frank J. Notaro....... 42 8 Vice President-General Counsel and
Secretary
Daniel J. Salliotte... 39 1 Vice President-Strategy and Business
Development
Michael J. Yates...... 40 -- Vice-President-Controller
- ----------
Mr. Kingsley will be appointed Chairman of the Board by the Board of
Directors, effective April 4, 2006. He was appointed to the position of
President and Chief Executive Officer in March 2005. Prior to that, Mr. Kingsley
was Chief Operating Officer since joining the Company in August 2004. Prior to
joining IDEX, Mr. Kingsley served as Corporate Vice President and Group
Executive responsible for the Sensors and Controls businesses at Danaher
Corporation, a $5.3 billion industrial and consumer products manufacturing
company. During his tenure at Danaher, he served as President, Industrial
Controls Group from April 2002 to July 2004 and as President, Motion Group,
Special Purpose Systems from January 2001 to March 2002.
Mr. Romeo has been Vice President and Chief Financial Officer of the
Company since January 2004. Prior to joining IDEX, Mr. Romeo was Vice
President-Chief Financial Officer of Honeywell Aerospace, a segment of Honeywell
International, from August 2001 to January 2004. He also held the position of
Chief Financial Officer of Engine Systems and Services from April 1999 to August
200l.
Ms. Bors has been Vice President-Human Resources of the Company since
January 2003. Prior to joining IDEX, Ms. Bors was Vice President of People and
Process Integration from December 2000 to December 2002 for Brunswick
Corporation's Boat Group, a $1.4 billion manufacturer of recreational boats.
Mr. McMurray has been Vice President-Group Executive of Pump Products
since August 2003. Prior to that, Mr. McMurray was Vice President-Operational
Excellence since October 2000.
Mr. Mitts has been Vice President-Corporate Finance since September 2005.
Prior to joining IDEX, Mr. Mitts was Chief Financial Officer of PerkinElmer's
Asia operations, based out of Singapore, from February 2002 to September 2005.
From February 2001 to February 2002, he was finance leader for PerkinElmer's
Telecom and Sensors business in Montreal, Canada.
Mr. Notaro has served as Vice President-General Counsel and Secretary since
March 1998.
Mr. Salliotte has been Vice President-Strategy and Business Development of
the Company since October 2004. From May 2003 to October 2004, Mr. Salliotte was
a transaction advisor on behalf of two private equity firms located in
Bloomfield, Michigan - Quantum Value Management LLC and Oxford Investment Group.
From April 1998 to May 2003, Mr. Salliotte worked at SPX Corporation, a
multi-industrial corporation headquartered in Charlotte, North Carolina.
5
Mr. Yates has been Vice President-Controller since October 2005. Prior to
joining IDEX, Mr. Yates was a Senior Manager at PricewaterhouseCoopers LLP from
November 1999 to October 2005.
The Company's executive officers are elected at a meeting of the Board of
Directors immediately following the annual meeting of shareholders, and they
serve until the next annual meeting of the Board, or until their successors are
duly elected.
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 through the Company's web site at www.idexcorp.com as
soon as reasonably practicable after we electronically file them with the SEC.
ITEM 1A. RISK FACTORS.
For an enterprise as diverse and complex as the Company, a wide range of factors
could materially affect future developments and performance. In addition to the
factors affecting specific business operations identified in connection with the
description of these operations and the financial results of these operations
elsewhere in this report, the most significant factors affecting our operations
include the following:
CHANGES IN U.S. OR INTERNATIONAL ECONOMIC CONDITIONS COULD ADVERSELY AFFECT THE
PROFITABILITY OF ANY OF OUR BUSINESSES.
In 2005, 57% of the Company's revenue was derived from domestic operations
while 43% was international. The Company's largest markets include paint and
coatings, fire and rescue, machinery, life sciences and medical, chemical
processing and petroleum-LPG. A slowdown in the economy and specifically any of
these specific end markets could directly affect the Company's revenue stream
and profitability.
POLITICAL CONDITIONS IN FOREIGN COUNTRIES IN WHICH WE OPERATE COULD ADVERSELY
AFFECT US.
In the year ended December 31, 2005, approximately 43% of our total sales
were to customers outside the U.S. We expect international operations and export
sales to continue to contribute to earnings for the foreseeable future. Both the
sales from international operations and export sales are subject in varying
degrees to risks inherent in doing business outside the United States. Such
risks include the following:
- possibility of unfavorable circumstances arising from host country
laws or regulations;
- risks of economic instability;
- currency exchange rate fluctuations and restrictions on currency
repatriation;
- potential negative consequences from changes to taxation policies;
- the disruption of operations from labor and political disturbances;
- changes in tariff and trade barriers and import or export licensing
requirements;
- insurrection or war
We cannot assure you of the impact on us if such events occur in the future.
INNOVATION IS A BIG DRIVER OF OUR REVENUE GROWTH. AN INABILITY TO CONTINUE TO
DEVELOP NEW PRODUCTS CAN LIMIT THE COMPANY'S REVENUE AND PROFITABILITY.
The Company's organic growth in 2005 and 2004 was 10% and 7%, respectively.
More than 20% of our revenue was derived from new products developed over the
past three years. Our ability to continue to grow organically is tied to our
ability to continue to develop new products.
OUR GROWTH STRATEGY INCLUDES ACQUISITIONS AND WE MAY NOT BE ABLE TO MAKE
ACQUISITIONS OF SUITABLE CANDIDATES OR INTEGRATE ACQUISITIONS SUCCESSFULLY.
Our historical growth has also depended, and our future growth is likely to
continue to depend, in large part on our acquisition strategy and the successful
integration of acquired businesses into our existing operations. We intend to
continue to seek additional acquisition opportunities both to expand into new
markets and to enhance our position in existing markets throughout the world. We
cannot assure you,
6
however, that we will be able to successfully identify suitable candidates,
negotiate appropriate acquisition terms, obtain financing which may be needed to
consummate such acquisitions, complete proposed acquisitions, successfully
integrate acquired businesses into our existing operations or expand into new
markets. In addition, we cannot assure you that any acquisition, once
successfully integrated, will perform as planned, be accretive to earnings, or
prove to be beneficial to our operations and cash flow.
Acquisitions involve numerous risks, including 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, and future
acquisitions could result, in the incurrence of substantial additional
indebtedness and other expenses. Once integrated, acquired operations may not
achieve levels of revenues, profitability or productivity comparable with those
achieved by our existing operations, or otherwise perform as expected.
THE MARKETS WE SERVE ARE HIGHLY COMPETITIVE. THIS COMPETITION COULD LIMIT THE
VOLUME OF PRODUCTS THAT WE SELL AND REDUCE OUR OPERATING MARGINS.
Most of our products are sold in competitive markets. We believe that the
principal points of competition in our markets are product quality, price,
design and engineering capabilities, product development, conformity to customer
specifications, quality of post-sale support, timeliness of delivery, and
effectiveness of our distribution channels. Maintaining and improving our
competitive position will require continued investment by us in manufacturing,
engineering, quality standards, marketing, customer service and support, and our
distribution networks. We cannot assure you that we will be successful in
maintaining our competitive position. Our competitors may develop products that
are superior to our products, or may develop methods of more efficiently and
effectively providing products and services or may adapt more quickly than us to
new technologies or evolving customer requirements. Pricing pressures could also
cause us to adjust the prices of certain of our products to stay competitive. We
cannot assure you that we will be able to compete successfully with our existing
competitors or with new competitors. Failure to continue competing successfully
could adversely affect our business, financial condition and results of
operations.
WE ARE DEPENDENT ON THE AVAILABILITY OF RAW MATERIALS AND PARTS AND COMPONENTS
USED IN OUR PRODUCTS.
While we manufacture many of the parts and components used in our products,
we require substantial amounts of raw materials and purchase some parts and
components from suppliers. The availability and prices from materials and 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, changes in exchange rates and prevailing price levels. Any change
in the supply of, or price for, these raw materials or parts and components
could materially affect our business, financial condition and results of
operations.
SIGNIFICANT MOVEMENTS IN FOREIGN CURRENCY EXCHANGE RATES MAY HARM OUR FINANCIAL
RESULTS.
We are exposed to fluctuations in foreign currency exchange rates,
particularly with respect to the euro and the British pound. Any significant
change in the value of the currencies of the countries in which we do business
against the U.S. dollar could affect our ability to sell products competitively
and control our cost structure, which could have a material adverse effect on
our business, financial condition and results of operations. The impact from
these foreign currency exchange rate fluctuations is, to a certain extent,
lessoned through invoicing our customers in the same currency as the source of
the products. For additional detail related to this risk, see Item 7A.
Quantitative and Qualitative Disclosure About Market Risk.
AN UNFAVORABLE OUTCOME WITH REGARDS TO ANY OF OUR PENDING CONTINGENCIES OR
LITIGATION COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
We are currently involved in certain legal and regulatory proceedings and,
as required and where it is reasonably possible to do so, have accrued our
estimates of the probable costs for the resolution of these matters. These
estimates have been developed in consultation with outside counsel and are based
upon an analysis of potential results, 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 our assumptions or the effectiveness of our strategies related to
these proceedings.
7
WE COULD BE ADVERSELY AFFECTED BY RAPID CHANGES IN INTEREST RATES.
Our profitability may also be adversely affected during any period of
unexpected or rapid increase in interest rates. At December 31, 2005, we had
$160.0 million of total debt outstanding, of which approximately 6% was priced
at interest rates that float with the market. A 50 basis point increase in the
interest rate on the floating rate debt would result in an approximate $50,200
annualized increase in interest expense and decrease in cash flows.
Historically, we have maintained a higher level of debt on our balance sheet. A
higher level of debt would obviously increase the exposure discussed above. For
additional detail related to this risk, see Item 7A. Quantitative and
Qualitative Disclosure About Market Risk.
OUR INTANGIBLE ASSETS ARE A SIGNIFICANT PORTION OF OUR TOTAL ASSETS AND A
WRITE-OFF OF OUR INTANGIBLE ASSETS COULD CAUSE A MAJOR IMPACT ON THE COMPANY'S
NET WORTH.
Our total assets reflect substantial intangible assets, primarily goodwill.
At December 31, 2005, goodwill totaled $691.9 million. The goodwill results from
our acquisitions, representing the excess of cost over the fair value of the
tangible assets we have acquired. At each balance sheet date, we assess whether
there has been an impairment in the value of our intangible assets. If future
operating performance at one or more of our business units were to fall
significantly below current levels, we could reflect, under current applicable
accounting rules, a non-cash charge to operating earnings for goodwill
impairment. Any determination requiring the write-off of a significant portion
of unamortized intangible assets would negatively affect our results of
operations and total capitalization, which effect could be material. As of
December 31, 2005, we have determined that no impairment existed.
OUR BUSINESS COULD SUFFER IF WE ARE UNSUCCESSFUL IN NEGOTIATING NEW COLLECTIVE
BARGAINING AGREEMENTS.
As of December 31, 2005, we had approximately 4,300 employees.
Approximately 11% of our employees are represented by unions with various
contracts expiring through November 2008. We cannot assure you that we will be
successful in negotiating new collective bargaining agreements, or that such
negotiations will not result in significant increases in the cost of labor or
that a breakdown in such negotiations will not result in the disruption of our
operations. In addition, our closures of certain facilities may create the risk
of strikes or work stoppages at those and other facilities.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
The Company has received no written comments regarding its periodic or current
reports from the staff of the Securities and Exchange Commission that were
issued 180 days or more preceding the end of its 2005 calendar year and that
remain unresolved.
ITEM 2. PROPERTIES.
The Company's principal plants and offices have an aggregate floor space
area of approximately 3.2 million square feet, of which 2.2 million square feet
(70%) are located in the U.S. and approximately 1.0 million square feet (30%)
are located outside the U.S., primarily in Italy (7%), the U.K. (6%), Germany
(6%) and The Netherlands (4%). These facilities are considered to be suitable
and adequate for their operations. Management believes that utilization of
manufacturing capacity ranges from 40% to 70% in each facility. The Company's
executive office occupies approximately 26,000 square feet of leased space in
Northbrook, Illinois.
Approximately 2.3 million square feet (73%) of the principal plant and
office floor area is owned by the Company, and the balance is held under lease.
Approximately 1.8 million square feet (56%) of the principal plant and office
floor area is held by business units in the Pump Products Group; 0.6 million
square feet (19%) is held by business units in the Dispensing Equipment Group;
and 0.7 million square feet (21%) is held by business units in the Other
Engineered Products Group.
8
ITEM 3. LEGAL PROCEEDINGS.
IDEX and five of its subsidiaries have been named as defendants in a number
of lawsuits claiming various asbestos-related personal injuries, allegedly as a
result of exposure to products manufactured with components that contained
asbestos. Such components were acquired from third party suppliers, and were not
manufactured by any of the subsidiaries. To date, all of the Company's
settlements and legal costs, except for costs of coordination, administration,
insurance investigation and a portion of defense costs, have been covered in
full by insurance subject to applicable deductibles. However, the Company cannot
predict whether and to what extent insurance will be available to continue to
cover such settlements and legal costs, or how insurers may respond to claims
that are tendered to them.
Claims have been filed in Alabama, California, Connecticut, Delaware,
Georgia, Illinois, Louisiana, Maryland, Michigan, Minnesota, Mississippi,
Missouri, Nevada, New Jersey, New York, Ohio, Oregon, Pennsylvania, Texas, Utah,
Washington and Wyoming. Most of the claims resolved to date have been dismissed
without payment. The balance have been settled for reasonable 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 IDEX does not
currently believe the asbestos-related claims will have a material adverse
effect on the Company's business or financial position.
IDEX is also party to various other legal proceedings arising in the
ordinary course of business, none of which is expected to have a material
adverse effect on its business, financial condition or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.
Information regarding the prices of, and dividends on, the Common Stock,
and certain related matters, is incorporated herein by reference to "Shareholder
Information" on page 44 of the 2005 Annual Report.
The principal market for the Common Stock is the New York Stock Exchange,
but the Common Stock is also listed on the Chicago Stock Exchange. As of
February 28, 2006, Common Stock was held by approximately 6,700 shareholders and
there were 52,948,273 shares of Common Stock outstanding, net of treasury
shares.
The following table provides information about Company purchases of equity
securities that are registered by the Company pursuant to Section 12 of the
Exchange Act during the quarter ended December 31, 2005:
Total Number of Maximum Number of
Shares Purchased as Shares that May Yet
Part of Publicly be Purchased Under
Total Number of Average Price Announced Plans the Plans
Period Shares Purchased Paid per Share or Programs (1) or Programs (1)
- -------------------- ---------------- -------------- ------------------- --------------------
October 1, 2005 to
October 31, 2005 -- -- -- 2,240,250
November 1, 2005 to
November 30, 2005 -- -- -- 2,240,250
December 1, 2005 to
December 31, 2005 -- -- -- 2,240,250
(1) On October 20, 1998, IDEX's Board of Directors authorized the repurchase of
up to 2.25 million shares of its common stock, either at market prices or
on a negotiated basis as market conditions warrant.
9
ITEM 6. SELECTED FINANCIAL DATA.
The information set forth under "Historical Data" on pages 16 and 17 of the
2005 Annual Report is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The information set forth under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 18 to 24 of the 2005
Annual Report is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
The information set forth under the caption "Market Risk" on page 24 of the
2005 Annual Report is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Consolidated Financial Statements of IDEX, including Notes thereto,
together with the Reports of Independent Registered Public Accounting Firm
thereon of Deloitte & Touche LLP on pages 25 to 41 of the 2005 Annual Report are
incorporated herein by reference.
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. In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
is required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.
As required by 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 the Company's Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures as of the end of the period covered
by this report. Based on the foregoing, the Company's Chief Executive Officer
and Chief Financial Officer concluded that the Company's disclosure controls and
procedures were effective at the reasonable assurance level.
The information set forth under the captions "Report of Independent
Registered Public Accounting Firm" and "Management's Report on Internal Control
Over Financial Reporting" on pages 41 - 42 of the 2005 Annual Report is
incorporated herein by reference.
There has been no change in the Company's internal controls over financial
reporting during the Company's most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.
ITEM 9B. OTHER INFORMATION.
None.
10
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information under the headings "Election of Directors" and "Section 16(a)
Beneficial Ownership Reporting Compliance," and the information under the
subheading "Information Regarding the Board of Directors and Committees," in the
Company's 2006 Proxy Statement is incorporated herein by reference. Information
regarding executive officers of the Company is located in Part I, Item 1, of
this report under the caption "Executive Officers of the Registrant."
The following directors are not standing for reelection to the Board of
Directors in 2006:
Dennis K. Williams, 60, director since 2000 - Mr. Williams has been
Chairman of the Board of the Company since March 22, 2005 and will retire
effective April 4, 2006. From May 1, 2000 to March 22, 2005, Mr. Williams
was Chairman of the Board, President and Chief Executive Officer of the
Company. Mr. Williams is a director of Washington Group International, Inc.
Paul E. Raether, 59, director since 1988 - Mr. Raether has been a director
of the Company since January 22, 1988. Since prior to 2000, he has been a
member of Kohlberg Kravis Roberts & Co., L.L.C. Mr. Raether is a director
of KSL Recreation Corporation and Shoppers Drug Mart Corporation.
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 and principal financial & 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. In the event that we amend or waive any of the provisions of
the Code of Business Conduct and Ethics applicable to our principal executive
officer or principal financial & accounting officer, we intend to disclose the
same on the Company's website.
ITEM 11. EXECUTIVE COMPENSATION.
Information under the heading "Compensation of Executive Officers" in the
Company's 2006 Proxy Statement is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
Information under the heading "Security Ownership" and the information
under the subheading "Equity Compensation Plan Information" in the Company's
2006 Proxy Statement is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information under the heading "Principal Accountant Fees and Services" in
the Company's 2006 Proxy Statement is incorporated herein by reference.
11
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE.
(A) 1. Financial Statements
The following financial statements are incorporated herein by reference to
the 2005 Annual Report.
2005 ANNUAL
REPORT PAGE
-----------
Consolidated Balance Sheets as of December 31, 2005 and 2004 ...... 25
Consolidated Statements of Operations for the Years Ended
December 31, 2005, 2004 and 2003 ............................... 26
Consolidated Statements of Shareholders' Equity for the Years Ended
December 31, 2005, 2004 and 2003 ............................... 27
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2005, 2004 and 2003 ............................... 28
Notes to Consolidated Financial Statements ........................ 29-39
Reports of Independent Registered Public Accounting Firm .......... 40-41
2. Financial Statement Schedule
2005 FORM
10-K PAGE
-----------
(a) Report of Independent Registered Public Accounting Firm ....... 13
(b) Schedule II - Valuation and Qualifying Accounts ............... 14
All other schedules are omitted because they are not applicable, not
required, or because the required information is included in the
Consolidated Financial Statements of IDEX or the Notes thereto.
3. Exhibits
The exhibits filed with this report are listed on the "Exhibit Index."
(B) Exhibit Index
Reference is made to the Exhibit Index beginning on page 16 hereof.
12
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of IDEX Corporation
We have audited the consolidated financial statements of IDEX Corporation
and its Subsidiaries (the Company) as of December 31, 2005 and 2004 and for each
of the three years in the period ended December 31, 2005, management's
assessment of the effectiveness of the Company's internal control over financial
reporting as of December 31, 2005, and the effectiveness of the Company's
internal control over financial reporting as of December 31, 2005, and have
issued our reports thereon dated February 27, 2006; such consolidated financial
statements and reports are included in your 2005 Annual Report to Shareholders
and are incorporated herein by reference. Our audits also included the financial
statement schedule of IDEX Corporation, listed in Item 15. This financial
statement schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in all
material respects, the information set forth therein.
DELOITTE & TOUCHE LLP
Chicago, Illinois
February 27, 2006
13
IDEX CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
(IN THOUSANDS)
BALANCE CHARGED TO BALANCE
BEGINNING COSTS AND END OF
DESCRIPTION OF YEAR EXPENSES(1) DEDUCTIONS(2) OTHER(3) YEAR
- ----------- --------- ----------- ------------- -------- -------
Allowance for Doubtful Accounts
Year Ended December 31, 2005:
Deducted from assets to which they apply:
Allowance for Doubtful Accounts ......... $4,260 $ 847 $661 $(630) $3,816
Year Ended December 31, 2004:
Deducted from assets to which they apply:
Allowance for Doubtful Accounts ......... 3,794 987 906 385 4,260
Year Ended December 31, 2003:
Deducted from assets to which they apply:
Allowance for Doubtful Accounts ......... 3,089 1,150 565 120 3,794
- ----------
(1) Includes provision for doubtful accounts, sales returns and sales discounts
granted to customers.
(2) Represents uncollectible accounts, net of recoveries.
(3) Represents acquisition, divestiture, translation and reclassification
adjustments.
14
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/ DOMINIC A. ROMEO
------------------------------------
Dominic A. Romeo
Vice President and
Chief Financial Officer
Date: March 6, 2006
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/ LAWRENCE D. KINGSLEY President and Chief Executive Officer (Principal March 6, 2006
- ------------------------------------- Executive Officer) and Director
Lawrence D. Kingsley
/S/ DOMINIC A. ROMEO Vice President and Chief Financial Officer March 6, 2006
- ------------------------------------- (Principal Financial and Accounting Officer)
Dominic A. Romeo
/S/ DENNIS K. WILLIAMS Director March 6, 2006
- -------------------------------------
Dennis K. Williams
/S/ BRADLEY J. BELL Director March 6, 2006
- -------------------------------------
Bradley J. Bell
/S/ FRANK S. HERMANCE Director March 6, 2006
- -------------------------------------
Frank S. Hermance
/S/ GREGORY B. KENNY Director March 6, 2006
- -------------------------------------
Gregory B. Kenny
/S/ PAUL E. RAETHER Director March 6, 2006
- -------------------------------------
Paul E. Raether
/S/ NEIL A. SPRINGER Director March 6, 2006
- -------------------------------------
Neil A. Springer
/S/ MICHAEL T. TOKARZ Director March 6, 2006
- -------------------------------------
Michael T. Tokarz
15
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
3.1 Restated Certificate of Incorporation of IDEX Corporation (formerly
HI, Inc.) (incorporated by reference to Exhibit No. 3.1 to the
Registration Statement on Form S-1 of IDEX, et al., Registration
No. 33-21205, as filed on April 21, 1988)
3.1(a) Amendment to Restated Certificate of Incorporation of IDEX
Corporation (formerly HI, Inc.) (incorporated by reference to
Exhibit No. 3.1(a) to the Quarterly Report of IDEX on Form 10-Q for
the quarter ended March 31, 1996, Commission File No. 1-10235)
3.1(b) Amendment to Restated Certificate of Incorporation of IDEX
Corporation (formerly HI, Inc.) (incorporated by reference to
Exhibit No. 3.1(b) to the Current Report of IDEX on Form 8-K March
24, 2005, Commission File No. 1-10235)
3.2 Amended and Restated By-Laws of IDEX Corporation (incorporated by
reference to Exhibit No. 3.2 to Post-Effective Amendment No. 2 to
the Registration Statement on Form S-1 of IDEX, et al.,
Registration No. 33-21205, as filed on July 17, 1989)
3.2(a) Amended and Restated Article III, Section 13 of the Amended and
Restated By-Laws of IDEX Corporation (incorporated by reference to
Exhibit No. 3.2(a) to Post-Effective Amendment No. 3 to the
Registration Statement on Form S-1 of IDEX, et al., Registration
No. 33-21205, as filed on February 12, 1990)
4.1 Restated Certificate of Incorporation and By-Laws of IDEX
Corporation (filed as Exhibits No. 3.1 through 3.2 (a))
4.2 Indenture, dated as of February 23, 1998, between IDEX Corporation,
and Norwest Bank Minnesota, National Association, as Trustee,
relating to the 6-7/8% of Senior Notes of IDEX due February 15,
2008 (incorporated by reference to Exhibit No. 4.1 to the Current
Report of IDEX on Form 8-K dated February 23, 1998, Commission File
No. 1-10235)
4.3 Specimen Senior Note of IDEX Corporation (incorporated by reference
to Exhibit No. 4.1 to the Current Report of IDEX on Form 8-K dated
February 23, 1998, Commission File No. 1-10235)
4.4 Specimen Certificate of Common Stock of IDEX Corporation
(incorporated by reference to Exhibit No. 4.3 to the Registration
Statement on Form S-2 of IDEX, et al., Registration No. 33-42208,
as filed on September 16, 1991)
4.5 Credit Agreement, dated as of December 14,, 2004, among IDEX
Corporation, Bank of America N.A. as Agent and Issuing Bank, and
the Other Financial Institutions Party Hereto (incorporated by
reference to Exhibit 4.5 to the Annual Report of IDEX on Form 10-K
for the year ended December 31, 2004, Commission File No. 1-10235)
4.6 Credit Lyonnais Uncommitted Line of Credit, dated as of December 3,
2001 (incorporated by reference to Exhibit 4.6 to the Annual Report
of IDEX on Form 10-K for the year ended December 31, 2001,
Commission File No. 1-10235)
*4.6(a) Amendment No. 6 dated as of December 14, 2005 to the Credit
Lyonnais Uncommitted Line of Credit Agreement dated December 3,
2001
10.1** Employment Agreement between IDEX Corporation and Dennis K.
Williams, dated April 14, 2000 (incorporated by reference to
Exhibit No. 10.6 to the Quarterly Report of IDEX on Form 10-Q for
the quarter ended June 30, 2000, Commission File No. 1-10235)
10.1(a)** Transition and Retirement Agreement between IDEX Corporation and
Dennis K. Williams, dated February 25, 2005
16
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
10.2** Revised and Restated IDEX Management Incentive Compensation Plan
for Key Employees Effective January 1, 2003
10.3** Form of Indemnification Agreement of IDEX Corporation (incorporated
by reference to Exhibit No. 10.23 to the Registration Statement on
Form S-1 of IDEX, et al., Registration No. 33-28317, as filed on
April 26, 1989)
10.4** Form of Shareholder Purchase and Sale Agreement of IDEX Corporation
(filed as Exhibit No. 4.8)
10.5** IDEX Corporation Amended and Restated Stock Option Plan for Outside
Directors adopted by resolution of the Board of Directors dated as
of January 25, 2000 (incorporated by reference to Exhibit No. 10.1
of the Quarterly Report of IDEX on Form 10-Q for the quarter ended
March 31, 2000, Commission File No. 10-10235)
10.5(a)** First Amendment to IDEX Corporation Amended and Restated Stock
Option Plan for Outside Directors, adopted by resolution of the
Board of Directors dated as of November 20, 2003 (incorporated by
reference to Exhibit 10.6 (a) to the Annual Report of IDEX on Form
10-K for the year ended December 31, 2003)
10.6** Non-Qualified Stock Option Plan for Non-Officer Key Employees of
IDEX Corporation (incorporated by reference to Exhibit No. 10.15 to
the Annual Report of IDEX on Form 10-K for the year ended December
31, 1992, Commission File No. 1-102351)
10.7** Third Amended and Restated 1996 Stock Option Plan for Non-Officer
Key Employees of IDEX Corporation dated January 9, 2003
(incorporated by reference to Exhibit 4.1 to the Registration
Statement on Form S-8 of IDEX, Registration No. 333-104768, as
filed on April 25, 2003)
10.8** Non-Qualified Stock Option Plan for Officers of IDEX Corporation
(incorporated by reference to Exhibit No. 10.16 to the Annual
Report of IDEX on Form 10-K for the year ended December 31, 1992,
Commission File No. 1-102351)
10.9** First Amended and Restated 1996 Stock Plan for Officers of IDEX
Corporation (incorporated by reference to Exhibit No. 10.1 to the
Quarterly Report of IDEX on Form 10-Q for the quarter ended March
31, 1998, Commission File No. 1-102351)
10.10** 2001 Stock Plan for Officers dated March 27, 2001 (incorporated by
reference to Exhibit No. 10.2 to the Quarterly Report of IDEX on
Form 10-Q for the quarter ended March 31, 2001, Commission File No.
1-10235)
10.11** Executive Incentive Bonus Plan dated March 27, 2001 (incorporated
by reference to Exhibit No. 10.1 to the Quarterly Report of IDEX on
Form 10-Q for the quarter ended March 31, 2001, Commission File No.
1-10235)
10.12** IDEX Corporation Supplemental Executive Retirement Plan
(incorporated by reference to Exhibit No. 10.17 to the Annual
Report of IDEX on Form 10-K for the year ended December 31, 1992,
Commission File No. 1-102351)
10.13** Second Amended and Restated IDEX Corporation Directors Deferred
Compensation Plan (incorporated by reference to Exhibit No.
10.14(b) to the Annual Report of IDEX on Form 10-K for the year
ended December 31, 1997, Commission File No. 1-10235)
10.14** IDEX Corporation 1996 Deferred Compensation Plan for Officers
(incorporated by reference to Exhibit No. 4.8 to the Registration
Statement on Form S-8 of IDEX, et al., Registration No. 333-18643,
as filed on December 23, 1996)
17
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
10.14(a)** First Amendment to the IDEX Corporation 1996 Deferred Compensation
Plan for Officers, dated March 23, 2004 (incorporated by reference
to Exhibit No. 10.1 to the Quarterly Report of IDEX on Form 10-Q
for the quarter ended March 31, 2004)
10.15** IDEX Corporation 1996 Deferred Compensation Plan for Non-Officer
Presidents (incorporated by reference to Exhibit No. 4.7 to the
Registration Statement on Form S-8 of IDEX, et al., Registrant No.
333-18643, as filed on December 23, 1996)
10.16** Letter Agreement between IDEX Corporation and John L. McMurray,
dated April 24, 2000 (incorporated by reference to Exhibit No.
10.17(a) to the Annual Report of IDEX on Form 10-K for the year
ended December 31, 2001, Commission File No. 1-10235)
10.17** Letter Agreement between IDEX Corporation and Dominic A. Romeo,
dated December 1, 2003 (incorporated by reference to Exhibit No.
10.21 to the Annual Report of IDEX on Form 10-K for the year ended
December 31, 2003)
10.18** Restricted Stock Award Agreement between IDEX Corporation and
Dominic A. Romeo, dated January 14, 2004 (incorporated by reference
to Exhibit No. 10.22 to the Annual Report of IDEX on Form 10-K for
the year ended December 31, 2003)
10.19** Employment Agreement between IDEX Corporation and Lawrence D.
Kingsley, dated July 21, 2004 (incorporated by reference to Exhibit
No. 10.1 to the Quarterly Report of IDEX on Form 10-Q for the
quarter ended September 30, 2004)
10.19(a)** First Amendment to Employment Agreement between IDEX Corporation
and Lawrence D. Kingsley, dated March 22, 2005 (incorporated by
reference to Exhibit 10.20 (a) to the Current Report of IDEX on
Form 8-K dated March 24, 2005, Commission File No. 1-10235)
10.20** Restricted Stock Award Agreement between IDEX Corporation and
Lawrence D. Kingsley, dated August 23, 2004 (incorporated by
reference to Exhibit No. 10.01 to the Periodic Report of IDEX on
Form 8-K filed on August 26, 2004)
10.21** Restricted Stock Award Agreement between IDEX Corporation and
Lawrence D. Kingsley, dated March 22, 2005 (incorporated by
reference to Exhibit No. 10.25 to the Current Report of IDEX on
Form 8-K filed dated March 24, 2005, Commission File No. 1-10235)
10.22** Form Stock Option Agreement (incorporated by reference to Exhibit
10.23 to the Current Report of IDEX on Form 8-K dated March 24,
2005, Commission File No. 1-10235)
10.23** Form Restricted Stock Agreement (incorporated by reference to
Appendix A of the Proxy Statement of IDEX Corporation, dated
February 25, 2005, Commission File No. 1-10235)
10.24** IDEX Corporation Incentive Award Plan (incorporated by reference to
Exhibit 10.24 to the Current Report of IDEX on Form 8-K dated March
24, 2005, Commission File No. 1-10235)
*10.25** Letter Agreement between IDEX Corporation and Frank J. Notaro,
dated April 24, 2000
*12 Ratio of Earnings to Fixed Charges
*13 The portions of IDEX Corporation's 2005 Annual Report to
Shareholders, which are specifically incorporated by reference.
*21 Subsidiaries of IDEX
*23 Consent of Deloitte & Touche LLP
*31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)
or Rule 15d-14(a)
18
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
*31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)
or Rule 15d-14(a)
*32.1 Certification pursuant to Section 1350 of Chapter 63 of Title 18 of
the United States Code
*32.2 Certification pursuant to Section 1350 of Chapter 63 of Title 18 of
the United States Code
- ----------
* Filed herewith
** Management contract or compensatory plan or agreement.
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