Item 15. Exhibits and Financial Statement Schedule.
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Item 15. Exhibits and Financial Statement Schedule.
(A) 1. Financial Statements
Consolidated financial statements filed as part of this report are listed under Part II. Item 8. “Financial Statements and Supplementary Data”.
- Financial Statement Schedule
| **2010 Form ** | ||||
| 10-K Page | ||||
| Schedule II — Valuation and Qualifying Accounts | 65 |
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 the Company or the Notes thereto.
- 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 67 hereof.
Table of Contents
**IDEX CORPORATION AND SUBSIDIARIES **
**SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS **
FOR THE YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008
| **Charged ** | ||||||||||||||||||||
| **Balance ** | **to Costs ** | **Balance ** | ||||||||||||||||||
| **Beginning ** | **and ** | **End of ** | ||||||||||||||||||
| Description | of Year | Expenses(1) | Deductions(2) | Other(3) | Year | |||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Year Ended December 31, 2010: | ||||||||||||||||||||
| Deducted from assets to which they apply: | ||||||||||||||||||||
| Accounts receivable reserves | $ | 6,160 | $ | 945 | $ | 1,879 | $ | 96 | $ | 5,322 | ||||||||||
| Year Ended December 31, 2009: | ||||||||||||||||||||
| Deducted from assets to which they apply: | ||||||||||||||||||||
| Accounts receivable reserves | 5,600 | 1,789 | 617 | (612 | ) | 6,160 | ||||||||||||||
| Year Ended December 31, 2008: | ||||||||||||||||||||
| Deducted from assets to which they apply: | ||||||||||||||||||||
| Accounts receivable reserves | 5,746 | 1,379 | 1,621 | 96 | 5,600 |
| (1) | Includes provision for doubtful accounts, sales returns and sales discounts granted to customers. | |
| (2) | Represents uncollectible accounts, net of recoveries. | |
| (3) | Represents translation and reclassification adjustments. |
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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: February 24, 2011
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 Lawrence D. Kingsley | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | February 24, 2011 | ||||
| /s/ DOMINIC A. ROMEO Dominic A. Romeo | Vice President and Chief Financial Officer (Principal Financial Officer) | February 24, 2011 | ||||
| /s/ MICHAEL J. YATES Michael J. Yates | Vice President and Chief Accounting Officer (Principal Accounting Officer) | February 24, 2011 | ||||
| /s/ BRADLEY J. BELL Bradley J. Bell | Director | February 24, 2011 | ||||
| /s/ RUBY R. CHANDY Ruby R. Chandy | Director | February 24, 2011 | ||||
| /s/ WILLIAM M. COOK William M. Cook | Director | February 24, 2011 | ||||
| /s/ FRANK S. HERMANCE Frank S. Hermance | Director | February 24, 2011 | ||||
| /s/ GREGORY F. MILZCIK Gregory F. Milzcik | Director | February 24, 2011 | ||||
| /s/ ERNEST J. MROZEK Ernest J. Mrozek | Director | February 24, 2011 | ||||
| /s/ NEIL A. SPRINGER Neil A. Springer | Director | February 24, 2011 | ||||
| /s/ MICHAEL T. TOKARZ Michael T. Tokarz | Director | February 24, 2011 |
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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)) | |
| 4.4 | 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 21, 2006, among IDEX Corporation, Bank of America N.A. as Agent and Issuing Bank, and the Other Financial Institutions Party Hereto (incorporated by reference to Exhibit 10.1 to the Current Report of IDEX on Form 8-K dated December 22, 2006, Commission File No. 1-10235) | |
| 4.5(a) | Amendment No. 2 to Credit Agreement, dated as of September 29, 2008, among IDEX Corporation, Bank of America N.A. as Agent and Issuing Bank, and the other financial institutions party hereto (incorporated by reference to Exhibit No. 4.3 (a) to the Quarterly Report of IDEX on Form 10-Q for the quarter ended September 30, 2008, 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. 8 dated as of December 12, 2007 to the Credit Lyonnais Uncommitted Line of Credit Agreement dated December 3, 2001 (incorporated by reference to Exhibit 4.6 (a) to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2007, Commission File No. 1-10235) | |
| 4.7 | Term Loan Agreement, dated April 18, 2008, among IDEX Corporation, Bank of America N.A. as Agent, and the other financial institutions party hereto (incorporated by reference to Exhibit No. 10.1 to the Current Report of IDEX on Form 8-K dated April 18, 2008, Commission File No. 1-10235) | |
| 4.8 | Master Note Purchase Agreement, dated June 9, 2010 with respect to €81,000,000 2.58% Series 2010 Senior Notes due June 9, 2015 (incorporated by reference to Exhibit No. 4.1 to the Current Report of IDEX on Form 8-K filed June 14, 2010, Commission File No. 1-10235) | |
| 4.9 | Indenture between IDEX Corporation and Wells Fargo Bank, National Association, as Trustee, dated as of December 6, 2010 (Debt Securities) (incorporated by reference to Exhibit No. 4.1 to the Current Report of IDEX on Form 8-K filed December 7, 2010, Commission File No. 1-10235) | |
| 4.10 | First Supplemental Indenture between IDEX Corporation and Wells Fargo Bank, National Association, as Trustee, dated as of December 6, 2010 (as to 4.5% Senior Notes due 2010) (incorporated by reference to Exhibit No. 4.2 to the Current Report of IDEX on Form 8-K filed December 7, 2010, Commission File No. 1-10235) |
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| **Exhibit ** | ||
| Number | Description | |
| 10.1** | Revised and Restated IDEX Management Incentive Compensation Plan for Key Employees Effective January 1, 2010 (incorporated by reference to Exhibit 10.2 to the Current Report of IDEX on Form 8-K filed on March 1, 2010, Commission File No. 1-10235) | |
| 10.2** | 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) | |
| 10.3** | 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. 1-10235) | |
| 10.3(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) | |
| 10.4** | 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. 1-10235) | |
| 10.5** | 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) | |
| 10.6** | 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. 1-10235) | |
| 10.7** | 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. 1-10235) | |
| 10.8** | 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) | |
| 10.9** | 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. 1-10235) | |
| 10.10** | 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) | |
| 10.11** | 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) | |
| 10.11(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, Commission File No. 1-10235) | |
| 10.12** | 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) | |
| 10.13** | Letter Agreement between IDEX Corporation and John L. McMurray, dated April 24, 2000 (incorporated by reference to Exhibit No. 10.13 (a) to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2001, Commission File No. 1-10235) | |
| 10.14** | Employment Agreement between IDEX Service Corporation and Dominic A. Romeo, effective March 1, 2010 (incorporated by reference to Exhibit No. 10.1 to the Current Report of IDEX on Form 8-K filed March 1, 2010, Commission File No. 1-10235) |
Table of Contents
| **Exhibit ** | ||
| Number | Description | |
| 10.15** | 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, Commission File No. 1-10235) | |
| 10.15(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) | |
| 10.16** | 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) | |
| 10.17** | Form Unvested Stock Agreement (incorporated by reference to Appendix A of the Proxy Statement of IDEX, dated February 25, 2005, Commission File No. 1-10235) | |
| 10.18** | 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) | |
| 10.19** | Letter Agreement between IDEX Corporation and Frank J. Notaro, dated April 24, 2000 (incorporated by reference to Exhibit 10.25 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2005, Commission File No. 1-10235) | |
| 10.20** | Definitive agreement to acquire Nova Technologies Corporation, dated November 13, 2007, (incorporated by reference to exhibit 10.1 to the Current Report of IDEX on Form 8-K dated November 16, 2007, Commission File No. 1-10235) | |
| 10.21** | IDEX Corporation Incentive Award Plan (as Amended and Restated) (incorporated by reference to Appendix A of the Proxy Statement of IDEX, filed March 7, 2008, Commission File No. 1-10235) | |
| 10.22** | IDEX Corporation Restricted Stock Award Agreement with Lawrence Kingsley, dated April 8, 2008 (incorporated by reference to Exhibit 10.2 to the Current Report of IDEX on Form 8-K, dated April 8, 2008, Commission File No. 1-10235) | |
| 10.23** | IDEX Corporation Restricted Stock Award Agreement with Dominic Romeo, dated April 8, 2008 (incorporated by reference to Exhibit 10.3 to the Current Report of IDEX on Form 8-K, dated April 8, 2008, Commission File No. 1-10235) | |
| 10.24** | Form of IDEX Corporation Restricted Stock Award Agreement, dated April 8, 2008 (incorporated by reference to Exhibit 10.4 to the Current Report of IDEX on Form 8-K, dated April 8, 2008, Commission File No. 1-10235) | |
| 10.25** | Second Amendment to Employment Agreement between IDEX Corporation and Lawrence D. Kingsley, dated December 8, 2008 (incorporated by reference to Exhibit 10.28 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2008, Commission File No. 1-10235) | |
| 10.26** | Letter Agreement between IDEX Corporation and Harold Morgan, dated June 6, 2008 (incorporated by reference to Exhibit 10.26 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2009, Commission File No. 1-10235) | |
| 10.27** | Amendment to Agreement between IDEX Corporation, IDEX Service Corporation and Dominic A. Romeo, dated December 20, 2010 (incorporated by reference to Exhibit No. 10.1 to the Current Report of IDEX on Form 8-K filed December 23, 2010, Commission File No. 1-10235) | |
| 10.28** | Letter Agreement between IDEX Corporation and Frank J. Notaro, dated September 30, 2010 (incorporated by reference to Exhibit No. 10.1 to the Current Report of IDEX on Form 8-K filed October 1, 2010, Commission File No. 1-10235) | |
| 10.29** | Letter Agreement between IDEX Corporation and Harold Morgan, dated September 30, 2010 (incorporated by reference to Exhibit No. 10.2 to the Current Report of IDEX on Form 8-K filed October 1, 2010, Commission File No. 1-10235) | |
| 10.30* | Third Amended and Restated IDEX Corporation Directors Deferred Compensation Plan | |
| 10.31* | Merger and Restatement of IDEX Corporation Supplemental Executive Retirement Plan, the IDEX Corporation 1996 Deferred Compensation Plan for Officers and the IDEX Corporation 1996 Deferred Compensation Plan for Non- Officer Presidents | |
| *12 | Ratio of Earnings to Fixed Charges | |
| *21 | Subsidiaries of IDEX |
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| **Exhibit ** | ||
| Number | Description | |
| *23 | Consent of Deloitte & Touche LLP | |
| *31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14 (a) or Rule 15d-14 (a) | |
| *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 | |
| ****101 | The following materials from IDEX Corporation’s Annual Report on Form 10-K for the year ended December 31, 2010 formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations for the three years ended December 31, 2010, (ii) the Consolidated Balance Sheets at December 31, 2010 and 2009, (iii) the Consolidated Statements of Stockholders’ Equity for the three years ended December 31, 2010, (iv) the Consolidated Statements of Cash Flows for the three years ended December 31, 2010, (v) Notes to the Consolidated Financial Statements, and (vi) Financial Statement Schedule of Valuation and Qualifying Accounts. |
| * | 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 Exhibit 101 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. |
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