IDEX (IEX) 10-K risk factor changes: FY2014 vs FY2013
The 2014-12-31 10-K against the 2013-12-31 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A9 rewritten1 added3 removed64 unchanged
All filing items812 rewritten368 added327 removed1,529 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 368 added, 327 removed, 812 rewritten and 1,529 unchanged across 14 items that differ.
Sentences by item
18 items, with every count and a link to each item that changed
| Item | Added | Removed | Rewritten | Unchanged |
|---|---|---|---|---|
| Item 1A. Risk Factors. | 1 | 3 | 9 | 64 |
| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 92 | 150 | 68 | 237 |
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk. | 0 | 0 | 4 | 8 |
| Item 3. Legal Proceedings. | 0 | 0 | 0 | 10 |
| Cover and table of contents | 12 | 7 | 78 | 218 |
| Item 1B. Unresolved Staff Comments. | 0 | 0 | 0 | 1 |
| Item 2. Properties. | 0 | 0 | 5 | 2 |
| Item 4. Mine Safety Disclosures. | 11 | 10 | 10 | 23 |
| Item 6. Selected Financial Data.(1) | 80 | 3 | 64 | 31 |
| Item 8. Financial Statements and Supplementary Data. | 149 | 145 | 538 | 797 |
| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | 0 | 0 | 0 | 1 |
| Item 9A. Controls and Procedures. | 0 | 0 | 2 | 3 |
| Item 9B. Other Information. | 0 | 0 | 0 | 2 |
| Item 10. Directors, Executive Officers and Corporate Governance. | 0 | 0 | 2 | 2 |
| Item 11. Executive Compensation. | 0 | 4 | 5 | 10 |
| Item 13. Certain Relationships and Related Transactions, and Director Independence. | 0 | 0 | 1 | 0 |
| Item 14. Principal Accountant Fees and Services. | 0 | 0 | 1 | 1 |
| Item 15. Exhibits and Financial Statement Schedules. | 23 | 5 | 25 | 119 |
Underlined words on a shaded ground are new in FY2014; struck-through words were in FY2013. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors.
9 rewritten, 1 added, 3 removed, 64 unchanged
In [removed: 2013, 49%] [added: 2014, 50%] of the Company’s sales were derived from domestic operations while [removed: 51%] [added: 50%] were derived from international operations.
The Company’s largest end markets include life sciences and medical technologies, fire and rescue, [added: liquefied] petroleum [removed: LPG,] [added: gas,] paint and coatings, chemical processing, water & wastewater treatment and optical filters and components.
In [removed: 2013,] [added: 2014,] approximately [removed: 51%] [added: 50%] of our total sales were to customers outside the U.S. We expect our international operations and export sales to continue to be significant for the foreseeable future.
The Company’s sales grew [removed: 2%] [added: 5%] organically in [removed: 2013] [added: 2014] and [removed: 3%] [added: 2%] in [removed: 2012.][added: 2013.]
Approximately 12% of our [removed: 2013] [added: 2014] sales were derived from new products developed over the past three years.
Our competitors may develop products that are superior to our products, or may develop methods of more efficiently and effectively providing products and [removed: services or may adapt more quickly than us to new technologies or evolving customer requirements.]
[added: Pricing pressures may] require us to adjust the prices of our products to stay competitive.
For additional detail related to this risk, see Item [removed: 3.][added: 3, “Legal Proceedings.”]
At December 31, [removed: 2013,] [added: 2014,] goodwill and intangible assets totaled [removed: $1,349.5] [added: $1,321.3] million and [removed: $311.2] [added: $271.2] million, respectively.
services or may adapt more quickly than us to new technologies or evolving customer requirements.
Pricing pressures may
“Legal Proceedings.”
As an example, in accordance with Accounting Standards Codification (“ASC”) No. 350, the Company concluded that a significant non-cash asset impairment charge of $198.5 million was required in the fourth quarter of 2012 to reduce the carrying value of goodwill and intangible assets within the IOP platform and goodwill and long-lived assets within the WST group.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
68 rewritten, 92 added, 150 removed, 237 unchanged
This management’s discussion and analysis, including, but not limited to, the section entitled [removed: “2013] [added: “2014] Overview and Outlook”, and other portions of this report, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended.
[removed: 2013] [added: 2014] Overview and Outlook
Each [removed: platform/group] [added: platform or group] is comprised of one or more of our 15 reporting units: five reporting units within Fluid & Metering Technologies (Energy; Chemical, Food, & Process; Water Services & Technology; Banjo; Diaphragm & Dosing Pump Technology); six reporting units within Health & Science Technologies (IDEX Optics and Photonics; Scientific Fluidics; Material Processing [removed: Technology;] [added: Technologies;] Sealing Solutions; Micropump; and Gast); and four reporting units within Fire & Safety/Diversified Products (Dispensing, Rescue, Band-It, and Fire Suppression).
[removed: Some of our 2013] [added: Our 2014] financial results are as follows:
| • | Sales of [removed: $2.0] [added: $2.1] billion increased [removed: 4%;] [added: 6%;] organic sales — excluding acquisitions and foreign currency translation — were up [removed: 2%.] [added: 5%.] |
| • | Net income increased [removed: 578%] [added: 9%] to [removed: $255.2] [added: $279.4] million. |
For [removed: 2014,] [added: 2015,] based on the Company’s current outlook, we anticipate [removed: 3] [added: 1] to [removed: 5] [added: 2] percent organic revenue growth [removed: in 2014] and EPS of [removed: $3.33] [added: $3.65] to [removed: $3.43.][added: $3.75.]
The following is a discussion and analysis of our results of operations for each of the three years in the period ended December 31, [removed: 2013.][added: 2014.]
Sales in [removed: 2013] [added: 2014] were [removed: $2,024 million,] [added: $2.1 billion,] a [removed: 4%] [added: 6%] increase from the comparable period last year.
The effective tax rate decreased to 27.7% in 2013 compared to 56.3% in 2012, mainly due to the 2012 [removed: nonrecurring] asset impairment charge recorded in the fourth quarter of 2012.
[added: Sales within our Scientific Fluidics] platform increased on the success of new products introduced throughout 2013 and share gains.
Sales in our Industrial group decreased compared to 2012 due to several original equipment manufacturer [removed: (“OEM”)] orders that did not repeat in 2013.
In 2013, organic sales increased 1% domestically and 2% [removed: internationally.]
Sales within our Dispensing group decreased due to the fulfillment of [removed: the 2012] [added: a] large replenishment order in the first [removed: quarter] [added: half] of [removed: 2013.][added: 2012.]
However, excluding this order, sales increased on strength in our core North American markets, driven by low volatile organic compound [removed: ("VOC")] programs, and expanded sales from our low-end automatic dispenser, X-Smart, in EMEA and Asia.
Performance in [removed: 2012] [added: 2014] Compared with [removed: 2011][added: 2013]
Organic sales to customers outside the U.S. represented approximately 50% of total sales in [removed: the period] [added: 2014] compared with [removed: 52%] [added: 51%] in [removed: 2011.][added: 2013.]
In [removed: 2012,] [added: 2014,] Fluid & Metering Technologies contributed [removed: 43%] [added: 42%] of sales and [removed: 82%] [added: 43%] of operating income; Health & Science Technologies contributed 35% of sales and [removed: (35)%] [added: 31%] of operating income; and Fire & Safety/Diversified Products contributed [removed: 22%] [added: 23%] of sales and [removed: 53%] [added: 26%] of operating income.
As a percentage of sales, SG&A expenses were [removed: 22.7%] [added: 23.5%] for [removed: 2012] [added: 2014] and [removed: 22.9%] [added: 23.6%] for [removed: 2011.][added: 2013.]
During [removed: 2012,] [added: 2014,] the Company recorded pre-tax restructuring expenses totaling [removed: $32.5 million, compared with $12.3 million for the same period in 2011.][added: $13.7 million.]
Operating income of [removed: $128.2] [added: $431.2] million in [removed: 2012 was down] [added: 2014 increased] from the [removed: $304.7] [added: $395.5] million recorded in [removed: 2011,] [added: 2013,] primarily reflecting [removed: $198.5 million of asset impairment charges and] an increase [removed: of $20.2 million] in [removed: restructuring-related charges,] [added: volume, improved productivity] partially offset by [removed: an increase] [added: the $13.7 million of restructuring-related charges recorded] in [removed: volume and improved productivity.][added: 2014.]
Operating margin of [removed: 6.6%] [added: 20.1%] in [removed: 2012] [added: 2014] was [removed: down] [added: up] from [removed: 16.6%] [added: 19.5%] in [removed: 2011] [added: 2013] primarily due to [removed: the impact of asset impairment charges] [added: volume leverage] and [removed: restructuring-related charges, as well as the dilutive impact from acquisitions,] [added: productivity] partially offset by [removed: volume leverage and productivity.][added: the restructuring-related charges in 2014.]
The provision for income taxes [removed: decreased] [added: increased] to [removed: $48.6] [added: $113.1] million in [removed: 2012] [added: 2014] compared to [removed: $80.0] [added: $97.9 million] in [removed: 2011.][added: 2013.]
Net income for the year of [removed: $37.6] [added: $279.4] million [removed: decreased] [added: increased] from the [removed: $193.9] [added: $255.2] million earned in [removed: 2011.][added: 2013.]
This increase reflected [removed: 2% organic] [added: 4%] growth [removed: offset by 2% unfavorable] [added: in organic sales and 1% favorable] foreign currency translation.
The increase in organic sales was [removed: largely attributed] [added: attributable] to growth across [added: all] our [removed: Energy platform] [added: platforms] and [removed: our Agricultural group.][added: groups within the segment.]
In [removed: 2012,] [added: 2014,] organic sales increased approximately [removed: 7%] [added: 4%] domestically and [removed: decreased 3%] [added: 1%] internationally.
Organic sales to customers outside the U.S. were approximately [removed: 47%] [added: 45%] of total segment sales in [removed: 2012,] [added: 2014,] compared with [removed: 48%] [added: 46%] in [removed: 2011.][added: 2013.]
Operating income [removed: and] [added: of $216.9 million was higher than the $211.3 million recorded in 2013, while] operating margin of [removed: $146.7 million and 17.6%, respectively, were] [added: 24.1% was] lower than the [removed: $164.8 million and 19.8%] [added: 24.2%] recorded in [removed: 2011,] [added: 2013,] primarily due to [removed: $27.7 million of impairment charges and an increase of $3.4] [added: $6.4] million of restructuring [removed: charges,] [added: charges recorded in 2014,] partially offset by [removed: productivity] [added: volume leverage] and [removed: cost reduction] [added: productivity] initiatives.
In [removed: 2012,] [added: 2014,] organic sales increased [removed: 2%] [added: 7%] domestically and [removed: decreased 4%] [added: 1%] internationally.
Organic sales to customers outside the U.S. were approximately [removed: 51%] [added: 54%] of total segment sales in [removed: both 2012 and 2011.][added: 2014 compared with 53% in 2013.]
| Operating margin | [removed: 22.0] [added: 20.1] | | % | | [removed: 21.3] [added: 19.5] | | % | | [removed: 70] [added: 60] | | bps |
In [removed: 2012,] [added: 2014,] organic sales increased [removed: 29%] [added: 17%] domestically and [removed: 1%] [added: 9%] internationally.
Organic sales to customers outside the U.S. were approximately [removed: 57%] [added: 54%] of total segment sales in [removed: 2012,] [added: 2014,] compared with [removed: 63%] [added: 56%] in [removed: 2011.][added: 2013.]
The sales increase within our Band-It group was driven by [removed: general North American industrial market improvement and] [added: continued] strength in the [added: transportation, cable management and industrial industries, offset by declines in] oil and gas [removed: applications market.][added: application markets to close out the year.]
Operating income [added: and operating margin] of [removed: $96.1] [added: $130.5] million [removed: was] [added: and 26.0%, respectively, were] higher than the [removed: $85.9] [added: $102.7] million [added: and 23.1%] recorded in [removed: 2011,] [added: 2013,] primarily due to volume [removed: leverage and productivity,] [added: leverage,] partially offset by [removed: an increase of $3.1] [added: $1.0] million [removed: in] [added: of] restructuring charges [removed: and a $2.8 million gain on the sale of a facility] [added: recorded] in [removed: 2011.][added: 2014.]
At December 31, [removed: 2013,] [added: 2014,] working capital was [removed: $686.3] [added: $663.8] million and the Company’s current ratio was [removed: 3.25] [added: 2.61] to 1.
At December 31, [removed: 2013,] [added: 2014,] the Company’s cash and cash equivalents totaled [removed: $439.6] [added: $509.1] million, of which [removed: $309.1] [added: $403.5] million was held outside of the United States.
Cash flows from operations were more than adequate to fund capital expenditures of [removed: $31.5] [added: $48.0] million and [removed: $35.5] [added: $31.5] million in [removed: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] respectively.
Capital expenditures were generally for machinery and equipment that improved productivity, although a portion was for business system [removed: technology and] [added: technology,] replacement of [removed: equipment] [added: equipment,] and [added: construction of new] facilities.
| • | Operating income of $431.2 million increased 9% and operating margin of 20.1% was up 60 basis points from the prior year. |
| • | Diluted EPS of $3.45 increased $0.36 or 12% compared to 2013. |
Our 2014 financial results, adjusted for $13.7 million of restructuring costs, are as follows (These non-GAAP measures have been reconciled to U.S. GAAP measures in Item 6, "Selected Financial Data"):
| • | Adjusted operating income of $444.9 million increased 12% and adjusted operating margin of 20.7% was up 120 basis points from the prior year. |
| • | Adjusted net income of $288.8 million is 13% higher than the prior year of $255.2 million. |
| • | Adjusted EPS of $3.57 was 16% higher than the prior year EPS of $3.09. |
Overall, we believe we are operating in a challenging market environment, which will continue throughout 2015.
On a regional basis, we anticipate North American demand will be solid, the European market will remain soft throughout 2015, and Asia will be volatile.
| (In thousands) | 2014 | | | | 2013 | | | | Change | | |
| Net sales | $ | 2,147,767 | | | $ | 2,024,130 | | | 6 | % | |
| Operating income | 431,224 | | | | 395,513 | | | | 9 | % | |
This increase reflects a 5% increase in organic sales and 1% from acquisitions (Aegis — April 2014 and FTL — March 2013).
Gross profit of $949.3 million in 2014 increased $76.0 million, or 9%, from 2013, while gross margins were 44.2% in 2014 and 43.1% in 2013.
The increases are mainly attributable to increased sales volume, favorable net material costs as well as benefits from productivity initiatives.
SG&A expenses increased to $504.4 million in 2014 from $477.9 million in 2013.
The $26.6 million increase reflects approximately $4.0 million of incremental costs from new acquisitions and $22.6 million of volume-related expenses.
No restructuring expenses were recorded in 2013.
The 2014 restructuring expenses were mainly attributable to employee severance related to head count reductions across all three segments and corporate.
Other (income) expense increased $3.3 million from other expense of $0.2 million in 2013 to $3.1 million of income in 2014 mainly due to a favorable impact from foreign currency transactions and an increase in interest income.
Interest expense decreased slightly to $41.9 million in 2014 from $42.2 million in 2013.
The decrease was principally due to lower interest rates.
The effective tax rate increased to 28.8% in 2014 compared to 27.7% in 2013, due to a mix of global pre-tax income among jurisdictions and the 2012 U.S. R&D credit in 2013, which was retroactively reinstated to January 1, 2012 as a result of the the enactment of the American Taxpayer Relief Act of 2012 on January 2, 2013.
Diluted earnings per share in 2014 of $3.45 increased $0.36 from $3.09 in 2013 due to higher net income and lower share count resulting from share repurchases.
| (In thousands) | 2014 | | | | 2013 | | | | Change | | |
| Net sales | $ | 899,588 | | | $ | 871,814 | | | 3 | % | |
| Operating income | 216,886 | | | | 211,256 | | | | 3 | % | |
| Operating margin | 24.1 | | % | | 24.2 | | % | | (10 | ) | bps |
Sales of $899.6 million increased $27.8 million, or 3%, in 2014 compared with 2013.
This increase reflected 2% organic growth and 1% acquisition.
Sales within our Energy platform increased modestly compared to 2013, due to the strength of the LPG and refined fuel markets.
Sales have grown in the North American and Asian markets, while Europe and the Middle East sales have declined, due to the fall in oil prices and large project delays.
Sales within our CFP platform increased compared to 2013 on continued strength of the North American industrial distribution and chemical markets.
This increase was partially offset by a decline in CFP chemical sales in Europe due to a lack of project activity.
Sales within our Agriculture group increased slightly driven by strong aftermarket demand in North America, which was offset by weak OEM demand due to falling farm income.
The sales increase in WST was driven by share gains from new products and increased global project activity.
DDPT saw modest sales growth due to softness in the Asian and European markets, offset by a pickup in the Middle East and the semiconductor markets.
| (In thousands) | 2014 | | | | 2013 | | | | Change | | |
| Net sales | $ | 752,021 | | | $ | 714,650 | | | 5 | % | |
| Operating income | 152,999 | | | | 136,707 | | | | 12 | % | |
| Operating margin | 20.3 | | % | | 19.1 | | % | | 120 | | bps |
| • | Operating income of $395.5 million increased 208%. |
| • | Diluted EPS of $3.09 increased $2.64 or 587% compared to 2012. |
Overall we believe market conditions are marginally better than a year ago but still remain uneven.
On a regional basis, North American demand has remained strong, the European market continues to stabilize, the emerging markets are growing, and Asia remains uneven.
In addition, this report references EBITDA and Adjusted EBITDA.
These non-GAAP measures have been reconciled to Net income and Operating income within Item 6, "Selected Financial Data".
Given the acquisitive nature of the Company which results in a higher level of amortization expense at recently acquired businesses, EBITDA and Adjusted EBITDA provides management with a better representation of performance of businesses across our three segments.
In addition, due to the highly acquisitive nature of the Company, the determination of net income includes amortization of acquired intangible assets and, as a result, management reviews EBITDA and Adjusted EBITDA as a percentage of sales.
These measures are monitored by management and significant changes in operating results versus current trends in end markets and variances from forecasts are analyzed with segment management.
| EBITDA | $ | 474,669 | | | $ | 206,766 | | | 130 | % | |
| EBITDA as a percentage of net sales | 23.5 | | % | | 10.6 | | % | | 1,290 | | bps |
| Adjusted EBITDA | $ | 474,669 | | | $ | 437,758 | | | 8 | % | |
| Adjusted EBITDA as a percentage of net sales | 23.5 | | % | | 22.4 | | % | | 110 | | bps |
| Capital expenditures | $ | 31,536 | | | $ | 35,520 | | | (11 | )% | |
| Capital expenditures as a percentage of net sales | 1.6 | | % | | 1.8 | | % | | (20 | ) | bps |
These restructuring expenses were mainly attributable to employee severance related to employee reductions across various functional areas, the termination of a defined benefit pension plan and facility rationalization resulting from the Company’s cost savings initiatives.
| EBITDA | $ | 237,100 | | | $ | 176,312 | | | 34 | % | |
| EBITDA as a percentage of net sales | 27.2 | | % | | 21.2 | | % | | 600 | | bps |
| Adjusted EBITDA | $ | 237,100 | | | $ | 210,295 | | | 13 | % | |
| Adjusted EBITDA as a percentage of sales | 27.2 | | % | | 25.2 | | % | | 200 | | bps |
| Capital expenditures | $ | 11,581 | | | $ | 13,535 | | | (14 | )% | |
| Capital expenditures as a percentage of net sales | 1.3 | | % | | 1.6 | | % | | (30 | ) | bps |
| EBITDA | $ | 180,711 | | | $ | (23,365 | ) | | 873 | % | |
| EBITDA as a percentage of net sales | 25.3 | | % | | (3.4 | | )% | | 2,870 | | bps |
| Adjusted EBITDA | $ | 180,711 | | | $ | 162,177 | | | 11 | % | |
| Adjusted EBITDA as a percentage of sales | 25.3 | | % | | 23.3 | | % | | 200 | | bps |
| Capital expenditures | $ | 12,280 | | | $ | 13,140 | | | (7 | )% | |
| Capital expenditures as a percentage of net sales | 1.7 | | % | | 1.9 | | % | | (20 | ) | bps |
Sales within our Scientific Fluidics
| EBITDA | $ | 109,924 | | | $ | 103,370 | | | 6 | % | |
| EBITDA as a percentage of net sales | 24.7 | | % | | 23.7 | | % | | 100 | | bps |
| Adjusted EBITDA | $ | 109,924 | | | $ | 111,710 | | | (2 | )% | |
| Adjusted EBITDA as a percentage of sales | 24.7 | | % | | 25.6 | | % | | (90 | ) | bps |
| Capital expenditures | $ | 5,040 | | | $ | 6,654 | | | (24 | )% | |
| Capital expenditures as a percentage of net sales | 1.1 | | % | | 1.5 | | % | | (40 | ) | bps |
| (In thousands) | 2012 | | | | 2011 | | | | Change | | |
| Net sales | $ | 1,954,258 | | | $ | 1,838,451 | | | 6 | % | |
| Operating income | 128,218 | | | | 304,656 | | | | (58 | )% | |
| Operating margin | 6.6 | | % | | 16.6 | | % | | (1,000 | ) | bps |
| EBITDA | $ | 206,766 | | | $ | 375,599 | | | (45 | )% | |
An excerpt. Shown here: 40 of 68 rewritten, 40 of 92 added and 40 of 150 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. in the FY2014 filing and the FY2013 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
4 rewritten, 0 added, 0 removed, 8 unchanged
The [removed: effect of] [added: foreign currency] transaction [removed: gains and] losses [removed: is] [added: for the period ending December 31, 2014, 2013 and 2012 were $0.9 million, $2.2 million, and $2.3 million, respectively, and are] reported within Other [removed: income (expense)-net] [added: (income) expense-net] on the Consolidated Statements of Operations.
The Company’s interest rate exposure is primarily related to its [removed: $773.9] [added: $864.0] million of total debt outstanding at December 31, [removed: 2013.][added: 2014.]
Approximately [removed: 1%] [added: 13%] of the debt is priced at interest rates that float with the market.
A 50 basis point movement in the interest rate on the floating rate debt would result in an approximate [removed: $0.1] [added: $0.6] million annualized increase or decrease in interest expense and cash flows.
Cover and table of contents
78 rewritten, 12 added, 7 removed, 218 unchanged
| | For the Fiscal Year Ended December 31, [removed: 2013] [added: 2014] |
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 [removed: 28, 2013] [added: 30, 2014] closing price of [removed: $53.81)] [added: $80.74)] held by non-affiliates of IDEX Corporation was [removed: $4,383,366,044.][added: $6,428,282,555.]
The number of shares outstanding of IDEX Corporation’s common stock, par value $.01 per share, as of February [removed: 10, 2014] [added: 17, 2015] was [removed: 80,889,147.][added: 78,232,245.]
Portions of the proxy statement with respect to the [removed: 2014] [added: IDEX Corporation 2015] annual meeting of stockholders (the [removed: “2014] [added: “2015] Proxy Statement”) are incorporated by reference into Part III of this Form 10-K.
| Item 1. | [removed: [Business](#s313EADBE759269295868D2A0913D472A)] [added: [Business](#s9660BB124E3AE03FFAFFE18A50FD2CC2)] | [removed: [1](#s313EADBE759269295868D2A0913D472A)] [added: [1](#s9660BB124E3AE03FFAFFE18A50FD2CC2)] |
| Item 1A. | [Risk [removed: Factors](#sE23ADA3F70A3F7799DECD2A0916DF98F)] [added: Factors](#s218F7267A3CBE40B5D77E18A53EA63C9)] | [removed: [7](#sE23ADA3F70A3F7799DECD2A0916DF98F)] [added: [7](#s218F7267A3CBE40B5D77E18A53EA63C9)] |
| Item 1B. | [Unresolved Staff [removed: Comments](#sBFBC8D7ED654CFBEDD88D2A0918E30F7)] [added: Comments](#s8EB2A22696F532D40EBDE18A56D612F0)] | [removed: [8](#sBFBC8D7ED654CFBEDD88D2A0918E30F7)] [added: [8](#s8EB2A22696F532D40EBDE18A56D612F0)] |
| Item 2. | [removed: [Properties](#s418E0D1FE11EEF25391AD2A091C2CDB3)] [added: [Properties](#s8EDD80541BBF1C5333CBE18A59C39C1B)] | [removed: [8](#s418E0D1FE11EEF25391AD2A091C2CDB3)] [added: [8](#s8EDD80541BBF1C5333CBE18A59C39C1B)] |
| Item 3. | [Legal [removed: Proceedings](#s7241B57F2AD167B124E7D2A091E38AE9)] [added: Proceedings](#sF51064D0205139BA7B97E18A5CB04D1A)] | [removed: [9](#s7241B57F2AD167B124E7D2A091E38AE9)] [added: [9](#sF51064D0205139BA7B97E18A5CB04D1A)] |
| Item 4. | [Mine Safety [removed: Disclosures](#sBD9A179DEBAA3C2F62DCD2A092151C14)] [added: Disclosures](#s5C2B6D74BDE6325C491EE18A5F9DC5E5)] | [removed: [9](#sBD9A179DEBAA3C2F62DCD2A092151C14)] [added: [9](#s5C2B6D74BDE6325C491EE18A5F9DC5E5)] |
| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s32F1D1616F6EE662F3CAD2A09267814D)] [added: Securities](#s1D9FB2EDD1C2AD8CB42FE189C16AAC2E)] | [removed: [10](#s32F1D1616F6EE662F3CAD2A09267814D)] [added: [10](#s1D9FB2EDD1C2AD8CB42FE189C16AAC2E)] |
| Item 6. | [Selected Financial [removed: Data](#s03807F9B4745AA1CE855D2A092884D4C)] [added: Data](#sE5708222100B86F71815E189AFDD8AC6)] | [removed: [12](#s03807F9B4745AA1CE855D2A092884D4C)] [added: [12](#sE5708222100B86F71815E189AFDD8AC6)] |
| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sEA60A4F262C275AD77ECD2A092BA8F4D)] [added: Operations](#s48EF1032EDCD61A895D5E18A6B50D839)] | [removed: [13](#sEA60A4F262C275AD77ECD2A092BA8F4D)] [added: [13](#s48EF1032EDCD61A895D5E18A6B50D839)] |
| Item 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s0FADB2FA7A0098102E18D2A093D66EC7)] [added: Risk](#sF5D28A6154789CD516D4E18A7FD91307)] | [removed: [25](#s0FADB2FA7A0098102E18D2A093D66EC7)] [added: [23](#sF5D28A6154789CD516D4E18A7FD91307)] |
| Item 8. | [Financial Statements and Supplementary [removed: Data](#s2366930DD3A20FE463D3D2A094099800)] [added: Data](#sB415FC01D83E4C6F73FBE18A82C61A29)] | [removed: [27](#s2366930DD3A20FE463D3D2A094099800)] [added: [25](#sB415FC01D83E4C6F73FBE18A82C61A29)] |
| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s693390FD95EEE83696A7D2A099927A84)] [added: Disclosure](#sC0926C7C33953F60FE86E18AEA5E6CA0)] | [removed: [67](#s693390FD95EEE83696A7D2A099927A84)] [added: [63](#sC0926C7C33953F60FE86E18AEA5E6CA0)] |
| Item 9A. | [Controls and [removed: Procedures](#s1B69A1BB9C2093784FB9D2A099B4E83F)] [added: Procedures](#s9453D91D0133721077FDE18AEA9C3C48)] | [removed: [67](#s1B69A1BB9C2093784FB9D2A099B4E83F)] [added: [63](#s9453D91D0133721077FDE18AEA9C3C48)] |
| Item 9B. | [Other [removed: Information](#sF34BA9253A4B0A1C17C0D2A099E5FB25)] [added: Information](#s1D4E277988664756A81AE18AEABCB7E3)] | [removed: [67](#sF34BA9253A4B0A1C17C0D2A099E5FB25)] [added: [63](#s1D4E277988664756A81AE18AEABCB7E3)] |
| Item 10. | [Directors, Executive Officers and Corporate [removed: Governance](#sD0E6DBB51926C3509C2FD2A09A3759E4)] [added: Governance](#sDADD8656CF6AF409F611E18AEB0A6EF8)] | [removed: [68](#sD0E6DBB51926C3509C2FD2A09A3759E4)] [added: [64](#sDADD8656CF6AF409F611E18AEB0A6EF8)] |
| Item 11. | [Executive [removed: Compensation](#s98D71DC4FD82D68BA659D2A09A5A91FF)] [added: Compensation](#s5CBB79F04CF8962DBB83E18AEB3861A3)] | [removed: [68](#s98D71DC4FD82D68BA659D2A09A5A91FF)] [added: [64](#s5CBB79F04CF8962DBB83E18AEB3861A3)] |
| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s611056B4ED303B00EC6CD2A09A8B53F7)] [added: Matters](#s92E2AB3D4A589DF3AC3BE18AEB582099)] | [removed: [68](#s611056B4ED303B00EC6CD2A09A8B53F7)] [added: [64](#s92E2AB3D4A589DF3AC3BE18AEB582099)] |
| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#sEB80F5AF7612F852BAB8D2A09AADEDBB)] [added: Independence](#sE188D53838945B4B971CE18AEB9682DB)] | [removed: [68](#sEB80F5AF7612F852BAB8D2A09AADEDBB)] [added: [64](#sE188D53838945B4B971CE18AEB9682DB)] |
| Item 14. | [Principal Accountant Fees and [removed: Services](#sAA2F14B0206D6AEF065ED2A09ADF2E02)] [added: Services](#s776407C33244CE42E93BE18AEBB5E9F0)] | [removed: [68](#sAA2F14B0206D6AEF065ED2A09ADF2E02)] [added: [64](#s776407C33244CE42E93BE18AEBB5E9F0)] |
| Item 15. | [Exhibits and Financial Statement [removed: Schedules](#sFFB853E238EB2E569730D2A09B328ED4)] [added: Schedules](#s2DD3E5B5753648FA7DD9E18AEC0380D8)] | [removed: [69](#sFFB853E238EB2E569730D2A09B328ED4)] [added: [65](#s2DD3E5B5753648FA7DD9E18AEC0380D8)] |
| [Exhibit [removed: Index](#s89459327030BD07DE018D2A09B84AC56)] [added: Index](#s3C869FF7D097AC3C9888E18AEC61840F)] | | [removed: [71](#s89459327030BD07DE018D2A09B84AC56)] [added: [67](#s3C869FF7D097AC3C9888E18AEC61840F)] |
The Company has three reportable business segments: Fluid & Metering [removed: Technologies,] [added: Technologies ("FMT"),] Health & Science Technologies [added: ("HST")] and Fire & Safety/Diversified [removed: Products.][added: Products ("FSDP").]
Each [removed: platform/group] [added: platform or group] is comprised of one or more of our 15 reporting units: five reporting units within Fluid & Metering Technologies (Energy; Chemical, Food, & Process; Water Services & Technology; Banjo; [added: and] Diaphragm & Dosing Pump Technology); six reporting units within Health & Science Technologies (IDEX Optics and Photonics; Scientific Fluidics; [removed: Materials] [added: Material] Processing [removed: Technology;] [added: Technologies;] Sealing Solutions; Micropump; and Gast); and four reporting units within Fire & Safety/Diversified Products (Dispensing, Rescue, Band-It, and Fire Suppression).
Fluid & Metering Technologies accounted for [removed: 43%] [added: 42%] of IDEX’s sales and [removed: 47%] [added: 43%] of IDEX’s operating income in [removed: 2013,] [added: 2014,] with approximately [removed: 46%] [added: 45%] of its sales to customers outside the U.S.
Approximately 13% of Banjo’s [removed: 2013] [added: 2014] sales were to customers outside the U.S.
Approximately [removed: 52%] [added: 49%] of Energy’s [removed: 2013] [added: 2014] sales were to customers outside the U.S.
CFP consists of the Company’s [removed: Richter and] [added: Richter,] Viking [added: and Aegis (acquired in April 2014)] businesses.
Richter’s corrosion resistant fluoroplastic lined products offer superior solutions for demanding applications in the [removed: process industry.]
[added: Viking’s] products consist of external gear pumps, strainers and reducers, and related controls used for transferring and metering thin and viscous liquids sold under the Viking and Wright Flow brands.
CFP maintains operations in Kempen, Germany [added: and Suzhou, China] (Richter products); Cedar Falls, Iowa (Richter and Viking products); [removed: and] Eastbourne, [removed: East Sussex,] England and Shannon, Ireland (Viking [added: products); and Geismar, Louisiana (Aegis] products).
Approximately [removed: 55%] [added: 51%] of CFP’s [removed: 2013] [added: 2014] sales were to customers outside the U.S.
DDPT maintains operations in Salt Lake City, Utah (Trebor products); Mansfield, Ohio (Warren Rupp products); Rochester, New York, Punta Gorda, Florida and Milan, Italy (Pulsafeeder products); Lake Forest, California, Mississauga, Ontario, Canada, Eastbourne, [removed: East Sussex,] England, and Unanderra, Australia (Knight products); and a maquiladora in Ciudad Juarez, Chihuahua, Mexico (Knight products).
Approximately [removed: 47%] [added: 48%] of DDPT’s [removed: 2013] [added: 2014] sales were to customers outside the U.S.
Approximately [removed: 43%] [added: 44%] of WST’s [removed: 2013] [added: 2014] sales were to customers outside the U.S.
The segment accounted for 35% of IDEX’s sales and [removed: 30%] [added: 31%] of [added: IDEX's] operating income in [removed: 2013,] [added: 2014,] with approximately [removed: 55%] [added: 54%] of its sales to customers outside the U.S.
Scientific Fluidics consists of [added: the Company's] Eastern Plastics, Rheodyne, Ismatec, Sapphire Engineering, Upchurch Scientific and [removed: ERC.][added: ERC businesses.]
10-K 1 iex-20141231x10k.htm 10-K
| [Signatures](#sB94857879F787AB6829DE18AEC42632D) | | [66](#sB94857879F787AB6829DE18AEC42632D) |
process industry.
Aegis is a leader in the design, manufacture and sale of specialty chemical processing valves for use in the chemical, petro-chemical, chlor-alkali, pharmaceutical, semiconductor and pulp/paper industries.
and laboratory automation.
Dispensing.
| Eric D. Ashleman | | 47 | | 6 | | Senior Vice President-Group Executive |
| Brett E. Finley | | 44 | | 5 | | Senior Vice President-Group Executive |
Mr. Ashleman has served as Senior Vice President-Group Executive since August 2011.
Mr. Ashleman joined IDEX in 2008 as the President of Gast Manufacturing.
Mr. Finley has served as Senior Vice President-Group Executive since February 2012.
Mr. Finley joined IDEX in 2009 as the President of Pulsafeeder.
10-K 1 iex-20131231x10k.htm 10-K
| [Signatures](#s86B61FC5CDE1C66F7784D2A09B54599E) | | [70](#s86B61FC5CDE1C66F7784D2A09B54599E) |
Viking’s
Ismatec products include peristaltic metering
Fitzpatrick is a global
Dispensing .
Prior to joining IDEX, Mr. Silvernail served as Group President at Rexnord Industries from April 2005 to August 2008.
An excerpt. Shown here: 40 of 78 rewritten, all 12 added and all 7 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2014 filing and the FY2013 filing.
Item 2. Properties.
5 rewritten, 0 added, 0 removed, 2 unchanged
The Company’s principal plants and offices have an aggregate floor space area of approximately [removed: 4.1] [added: 4.2] million square feet, of which 2.7 million square feet (65%) is located in the U.S. and approximately [removed: 1.4] [added: 1.5] million square feet (35%) is located outside the U.S., primarily in the U.K. (9%), Germany (8%), China [removed: (4%)] [added: (4%), India (2%)] and The Netherlands [removed: (3%).][added: (2%).]
Management considers these facilities suitable and adequate for [removed: their] [added: the Company's] operations.
The Company’s executive office occupies 36,588 square feet of leased space in Lake Forest, [added: Illinois and 4,420 square feet of leased space in Chicago,] Illinois.
Approximately [removed: 2.7] [added: 2.6] million square feet [removed: (65%)] [added: (63%)] of the principal plant and office floor area is owned by the Company, and the balance is held under lease.
Approximately 1.7 million square feet (40%) of the principal plant and office floor area is held by business units in the Fluid & Metering Technologies segment; 1.3 million square feet [removed: (32%)] [added: (31%)] is held by business units in the
Item 4. Mine Safety Disclosures.
10 rewritten, 11 added, 10 removed, 23 unchanged
As of February [removed: 10, 2014,] [added: 17, 2015,] there were approximately 6,500 shareholders of record of our common stock and there were [removed: 80,889,147] [added: 78,232,245] shares outstanding.
The high and low sales prices of the common stock per share and the dividends paid per share during the last two years [removed: is] [added: are] as follows:
| First Quarter | $ | [removed: 53.84] [added: 79.27] | | | $ | [removed: 47.43] [added: 68.58] | | | $ | [removed: 0.20] [added: 0.23] | | | $ | [removed: 43.15] [added: 53.84] | | | $ | [removed: 36.73] [added: 47.43] | | | $ | [removed: 0.17] [added: 0.20] | |
| Second Quarter | [removed: 57.38] [added: 80.85] | | | | [removed: 49.55] [added: 69.17] | | | | [removed: 0.23] [added: 0.28] | | | | [removed: 44.14] [added: 57.38] | | | | [removed: 36.91] [added: 49.55] | | | | [removed: 0.20] [added: 0.23] | | |
| Third Quarter | [removed: 65.32] [added: 81.82] | | | | [removed: 53.95] [added: 72.27] | | | | [removed: 0.23] [added: 0.28] | | | | [removed: 43.96] [added: 65.32] | | | | [removed: 34.06] [added: 53.95] | | | | [removed: 0.20] [added: 0.23] | | |
| Fourth Quarter | [removed: 74.08] [added: 78.97] | | | | [removed: 63.21] [added: 65.91] | | | | [removed: 0.23] [added: 0.28] | | | | [removed: 46.69] [added: 74.08] | | | | [removed: 39.74] [added: 63.21] | | | | [removed: 0.20] [added: 0.23] | | |
The following table provides information about the Company’s purchases of common stock during the quarter ended December 31, [removed: 2013:][added: 2014:]
| (1) | On November [removed: 8, 2013,] [added: 6, 2014,] the Company’s Board of Directors approved an increase [added: of $400.0 million] in the authorized level for repurchases of common [removed: stock by $300.0 million.] [added: stock.] This followed the prior Board of Directors approved repurchase authorizations of [added: $300.0 million, announced by the Company on November 8, 2013;] $200.0 million, announced by the Company on October 22, 2012; $50.0 million, announced by the Company on December 6, 2011; and the original repurchase authorization of $125.0 million announced by the Company on April 21, 2008. |
The following table compares total shareholder returns over the last five years to the Standard & Poor’s (the “S&P”) 500 Index, the S&P Midcap Industrials Sector Index and the Russell 2000 Index assuming the value of the investment in our common stock and each index was $100 on December 31, [removed: 2008.][added: 2009.]
[removed: ][added: ]
PART II
| | 2014 | | | | | | | | | | | | 2013 | | | | | | | | | | |
| October 1, 2014 to October 31, 2014 | 436,658 | | | $ | 70.78 | | | 436,658 | | | $ | 187,335,900 | |
| November 1, 2014 to November 30, 2014 | 292,500 | | | 76.10 | | | | 292,500 | | | 565,076,201 | | |
| December 1, 2014 to December 31, 2014 | 256,966 | | | 76.39 | | | | 256,966 | | | 545,447,449 | | |
| Total | 986,124 | | | $ | 73.82 | | | 986,124 | | | $ | 545,447,449 | |
| | 12/09 | | | 12/10 | | | 12/11 | | | 12/12 | | | 12/13 | | | 12/14 | | |
| IDEX Corporation | $ | 100.00 | | $ | 125.59 | | $ | 119.00 | | $ | 149.37 | | $ | 237.08 | | $ | 249.89 | |
| S&P 500 Index | $ | 100.00 | | $ | 112.78 | | $ | 112.78 | | $ | 127.90 | | $ | 165.76 | | $ | 184.64 | |
| S&P Midcap Industrials Sector Index | $ | 100.00 | | $ | 129.63 | | $ | 127.26 | | $ | 152.92 | | $ | 217.83 | | $ | 221.84 | |
| Russell 2000 Index | $ | 100.00 | | $ | 125.31 | | $ | 118.47 | | $ | 143.38 | | $ | 186.06 | | $ | 192.63 | |
| | 2013 | | | | | | | | | | | | 2012 | | | | | | | | | | |
| October 1, 2013 to October 31, 2013 | 259,700 | | | $ | 65.90 | | | 259,700 | | | $ | 78,329,477 | |
| November 1, 2013 to November 30, 2013 | 56,345 | | | $ | 70.44 | | | 56,345 | | | $ | 374,360,309 | |
| December 1, 2013 to December 31, 2013 | 89,829 | | | $ | 71.53 | | | 89,829 | | | $ | 367,934,947 | |
| Total | 405,874 | | | $ | 69.29 | | | 405,874 | | | $ | 367,934,947 | |
| | 12/08 | | | 12/09 | | | 12/10 | | | 12/11 | | | 12/12 | | | 12/13 | | |
| IDEX Corporation | $ | 100.00 | | $ | 128.99 | | $ | 161.99 | | $ | 153.50 | | $ | 192.67 | | $ | 305.80 | |
| S&P 500 Index | $ | 100.00 | | $ | 123.45 | | $ | 139.24 | | $ | 139.23 | | $ | 157.90 | | $ | 204.63 | |
| S&P Midcap Industrials Sector Index | $ | 100.00 | | $ | 133.84 | | $ | 173.49 | | $ | 170.32 | | $ | 204.66 | | $ | 291.54 | |
| Russell 2000 Index | $ | 100.00 | | $ | 125.22 | | $ | 156.90 | | $ | 148.35 | | $ | 179.54 | | $ | 232.98 | |
Item 6. Selected Financial Data.(1)
64 rewritten, 80 added, 3 removed, 31 unchanged
| (Dollars in thousands, except per share data) | [added: 2014 | | | |] 2013 | | | | 2012 (2) | | | | 2011 | | | | 2010 | | | [removed: | 2009 | | |]
| Net sales | $ | [removed: 2,024,130] [added: 2,147,767] | | | $ | [removed: 1,954,258] [added: 2,024,130] | | | $ | [removed: 1,838,451] [added: 1,954,258] | | | $ | [removed: 1,513,073] [added: 1,838,451] | | | $ | [removed: 1,329,661] [added: 1,513,073] | |
| Gross profit | [removed: 873,364] [added: 949,315] | | | | [removed: 803,700] [added: 873,364] | | | | [removed: 738,673] [added: 803,700] | | | | [removed: 618,483] [added: 738,673] | | | | [removed: 522,386] [added: 618,483] | | |
| Selling, general and administrative expenses | [removed: 477,851] [added: 504,419] | | | | [removed: 444,490] [added: 477,851] | | | | [removed: 421,703] [added: 444,490] | | | | [removed: 358,272] [added: 421,703] | | | | [removed: 325,453] [added: 358,272] | | |
| Asset impairments | — | | | | [removed: 198,519] [added: —] | | | | [removed: —] [added: 198,519] | | | | — | | | | — | | |
| Restructuring expenses | [removed: —] [added: 13,672] | | | | [removed: 32,473] [added: —] | | | | [removed: 12,314] [added: 32,473] | | | | [removed: 11,095] [added: 12,314] | | | | [removed: 12,079] [added: 11,095] | | |
| Operating income | [removed: 395,513] [added: 431,224] | | | | [removed: 128,218] [added: 395,513] | | | | [removed: 304,656] [added: 128,218] | | | | [removed: 249,116] [added: 304,656] | | | | [removed: 184,854] [added: 249,116] | | |
| Other [removed: income (expense)] [added: (income) expense] — net | [removed: (178] [added: (3,111] | | ) | | [removed: 236] [added: 178] | | | | [removed: (1,443] [added: (236] | | ) | | [removed: (1,092] [added: 1,443] | | [removed: )] | | [removed: 1,151] [added: 1,092] | | |
| Interest expense | [removed: 42,206] [added: 41,895] | | | | [removed: 42,250] [added: 42,206] | | | | [removed: 29,332] [added: 42,250] | | | | [removed: 16,150] [added: 29,332] | | | | [removed: 17,178] [added: 16,150] | | |
| Provision for income taxes | [removed: 97,914] [added: 113,054] | | | | [removed: 48,574] [added: 97,914] | | | | [removed: 80,024] [added: 48,574] | | | | [removed: 74,774] [added: 80,024] | | | | [removed: 55,436] [added: 74,774] | | |
| Net income | [removed: 255,215] [added: 279,386] | | | | [removed: 37,630] [added: 255,215] | | | | [removed: 193,857] [added: 37,630] | | | | [removed: 157,100] [added: 193,857] | | | | [removed: 113,391] [added: 157,100] | | |
| Earnings [removed: Per Share(3)] [added: per share (3)] | | | | | | | | | | | | | | | | | | | |
| — basic | $ | [removed: 3.11] [added: 3.48] | | | $ | [removed: 0.45] [added: 3.11] | | | $ | [removed: 2.34] [added: 0.45] | | | $ | [removed: 1.93] [added: 2.34] | | | $ | [removed: 1.41] [added: 1.93] | |
| — diluted | $ | [removed: 3.09] [added: 3.45] | | | $ | [removed: 0.45] [added: 3.09] | | | $ | [removed: 2.32] [added: 0.45] | | | $ | [removed: 1.90] [added: 2.32] | | | $ | [removed: 1.40] [added: 1.90] | |
| — basic | [removed: 81,517] [added: 79,715] | | | | [removed: 82,689] [added: 81,517] | | | | [removed: 82,145] [added: 82,689] | | | | [removed: 80,466] [added: 82,145] | | | | [removed: 79,716] [added: 80,466] | | |
| — diluted | [removed: 82,489] [added: 80,728] | | | | [removed: 83,641] [added: 82,489] | | | | [removed: 83,543] [added: 83,641] | | | | [removed: 81,983] [added: 83,543] | | | | [removed: 80,727] [added: 81,983] | | |
| Year-end shares outstanding | [removed: 81,196] [added: 78,766] | | | | [removed: 82,727] [added: 81,196] | | | | [removed: 83,234] [added: 82,727] | | | | [removed: 82,070] [added: 83,234] | | | | [removed: 80,970] [added: 82,070] | | |
| Cash dividends per share | $ | [removed: 0.89] [added: 1.12] | | | $ | [removed: 0.80] [added: 0.89] | | | $ | [removed: 0.68] [added: 0.80] | | | $ | [removed: 0.60] [added: 0.68] | | | $ | [removed: 0.48] [added: 0.60] | |
| Current assets | $ | [removed: 990,953] [added: 1,075,791] | | | $ | [removed: 881,865] [added: 990,953] | | | $ | [removed: 789,161] [added: 881,865] | | | $ | [removed: 692,758] [added: 789,161] | | | $ | [removed: 451,712] [added: 692,758] | |
| Current liabilities | [removed: 304,609] [added: 411,968] | | | | [removed: 291,427] [added: 304,609] | | | | [removed: 258,278] [added: 291,427] | | | | [removed: 353,668] [added: 258,278] | | | | [removed: 189,682] [added: 353,668] | | |
| Current ratio | [removed: 3.3] [added: 2.6] | | | | [removed: 3.0] [added: 3.3] | | | | [removed: 3.1] [added: 3.0] | | | | [removed: 2.0] [added: 3.1] | | | | [removed: 2.4] [added: 2.0] | | |
| Total assets | $ | [removed: 2,887,577] [added: 2,908,070] | | | $ | [removed: 2,785,390] [added: 2,887,577] | | | $ | [removed: 2,836,107] [added: 2,785,390] | | | $ | [removed: 2,381,695] [added: 2,836,107] | | | $ | [removed: 2,098,157] [added: 2,381,695] | |
| Total borrowings | [removed: 773,876] [added: 863,952] | | | | [removed: 786,576] [added: 773,876] | | | | [removed: 808,810] [added: 786,576] | | | | [removed: 527,895] [added: 808,810] | | | | [removed: 400,100] [added: 527,895] | | |
| Shareholders’ equity | [removed: 1,572,989] [added: 1,486,451] | | | | [removed: 1,464,998] [added: 1,572,989] | | | | [removed: 1,513,135] [added: 1,464,998] | | | | [removed: 1,375,660] [added: 1,513,135] | | | | [removed: 1,268,104] [added: 1,375,660] | | |
| Gross profit | [removed: 43.1] [added: 44.2] | | % | | [removed: 41.1] [added: 43.1] | | % | | [removed: 40.2] [added: 41.1] | | % | | [removed: 40.9] [added: 40.2] | | % | | [removed: 39.3] [added: 40.9] | | % |
| SG&A expenses | [removed: 23.6] [added: 23.5] | | % | | [removed: 22.7] [added: 23.6] | | % | | [removed: 22.9] [added: 22.7] | | % | | [removed: 23.7] [added: 22.9] | | % | | [removed: 24.5] [added: 23.7] | | % |
| Operating income | [removed: 19.5] [added: 20.1] | | % | | [removed: 6.6] [added: 19.5] | | % | | [removed: 16.6] [added: 6.6] | | % | | [removed: 16.5] [added: 16.6] | | % | | [removed: 13.9] [added: 16.5] | | % |
| Income before income taxes | [removed: 17.4] [added: 18.3] | | % | | [removed: 4.4] [added: 17.4] | | % | | [removed: 14.9] [added: 4.4] | | % | | [removed: 15.3] [added: 14.9] | | % | | [removed: 12.7] [added: 15.3] | | % |
| Net income | [removed: 12.6] [added: 13.0] | | % | | [removed: 1.9] [added: 12.6] | | % | | [removed: 10.5] [added: 1.9] | | % | | [removed: 10.4] [added: 10.5] | | % | | [removed: 8.5] [added: 10.4] | | % |
| Capital expenditures | $ | [removed: 31,536] [added: 47,997] | | | $ | [removed: 35,520] [added: 31,536] | | | $ | [removed: 34,548] [added: 35,520] | | | $ | [removed: 32,769] [added: 34,548] | | | $ | [removed: 25,525] [added: 32,769] | |
| Depreciation and amortization | [removed: 79,334] [added: 76,907] | | | | [removed: 78,312] [added: 79,334] | | | | [removed: 72,386] [added: 78,312] | | | | [removed: 58,108] [added: 72,386] | | | | [removed: 56,346] [added: 58,108] | | |
| Return on average assets | [removed: 9.0] [added: 9.6] | | % | | [removed: 1.3] [added: 9.0] | | % | | [removed: 7.4] [added: 1.3] | | % | | [removed: 7.0] [added: 7.4] | | % | | [removed: 5.3] [added: 7.0] | | % |
| Borrowings as a percent of capitalization | [removed: 33.0] [added: 36.8] | | % | | [removed: 34.9] [added: 33.0] | | % | | [removed: 34.8] [added: 34.9] | | % | | [removed: 27.7] [added: 34.8] | | % | | [removed: 24.0] [added: 27.7] | | % |
| Return on average shareholders' equity | [removed: 16.8] [added: 18.3] | | % | | [removed: 2.5] [added: 16.8] | | % | | [removed: 13.4] [added: 2.5] | | % | | [removed: 11.9] [added: 13.4] | | % | | [removed: 9.4] [added: 11.9] | | % |
| Employees at year end | [removed: 6,787] [added: 6,712] | | | | [removed: 6,717] [added: 6,787] | | | | [removed: 6,814] [added: 6,717] | | | | [removed: 5,966] [added: 6,814] | | | | [removed: 5,300] [added: 5,966] | | |
| Shareholders at year end | 6,500 | | | | [removed: 6,700] [added: 6,500] | | | | [removed: 7,000] [added: 6,700] | | | | 7,000 | | | | 7,000 | | |
| NON-GAAP MEASURES [added: (5)] | | | | | | | | | | | | | | | | | | | |
| EBITDA | $ | [removed: 474,669] [added: 511,242] | | | $ | [removed: 206,766] [added: 474,669] | | | $ | [removed: 375,599] [added: 206,766] | | | $ | [removed: 306,132] [added: 375,599] | | | $ | [removed: 242,351] [added: 306,132] | |
| EBITDA [removed: as a percentage of net sales] [added: margin] | [removed: 23.5] [added: 23.8] | | % | | [removed: 10.6] [added: 23.5] | | % | | [removed: 20.4] [added: 10.6] | | % | | [removed: 20.2] [added: 20.4] | | % | | [removed: 18.2] [added: 20.2] | | % |
| Adjusted [removed: EBITDA(4)] [added: EBITDA] | $ | [removed: 474,669] [added: 524,914] | | | $ | [removed: 437,758] [added: 474,669] | | | $ | [removed: 387,913] [added: 437,758] | | | $ | [removed: 317,227] [added: 387,913] | | | $ | [removed: 254,430] [added: 317,227] | |
| Operating working capital (4) | 366,209 | | | | 350,881 | | | | 373,704 | | | | 396,126 | | | | 306,044 | | |
| Adjusted operating income | $ | 444,896 | | | $ | 395,513 | | | $ | 359,210 | | | $ | 332,772 | | | $ | 260,211 | |
| Adjusted operating margin | 20.7 | | % | | 19.5 | | % | | 18.4 | | % | | 18.1 | | % | | 17.2 | | % |
| Adjusted net income | $ | 288,823 | | | $ | 255,215 | | | $ | 224,067 | | | $ | 213,758 | | | $ | 164,617 | |
| Adjusted earnings per share | $ | 3.57 | | | $ | 3.09 | | | $ | 2.68 | | | $ | 2.56 | | | $ | 1.99 | |
| (4) | Operating working capital is defined as inventory plus accounts receivable minus accounts payable. |
| | |
| --- | --- |
| (5) | Set forth below are reconciliations of Adjusted operating income, Adjusted net income, Adjusted EPS, EBITDA and Adjusted EBITDA to the comparable measures of net income and operating income, as determined in accordance with U.S. GAAP. We have reconciled Adjusted operating income to Operating income; Adjusted net income to Net income; Adjusted EPS to EPS; consolidated EBITDA to net income; and segment EBITDA to segment operating income. |
Management uses Adjusted operating income, Adjusted net income, and Adjusted EPS as metrics by which to measure performance of the Company since they exclude items that are not reflective of ongoing operations, such as asset impairments and restructuring expenses.
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.
EBITDA means earnings before interest, income taxes, depreciation and amortization.
Given the acquisitive nature of the Company which results in a higher level of amortization expense at recently acquired businesses, management uses EBITDA as an internal operating metric to provide management with another representation of performance of businesses across our three segments and for enterprise valuation purposes.
EBITDA is also used to calculate certain financial covenants, as discussed in Note 5 of the Notes to Consolidated Financial Statements in Part II, Item 8, “Financial Statements and Supplementary Data.” In addition, EBITDA has been adjusted for items that are not reflective of ongoing operations, such as asset impairments and restructuring expenses to arrive at Adjusted EBITDA.
Management believes that Adjusted EBITDA is useful as a performance indicator on ongoing operations.
We believe that Adjusted EBITDA is also useful to some investors as an indicator of the strength and performance of the Company's and its segments ongoing business operations and a way to evaluate and compare operating performance and value companies within our industry.
The definition of Adjusted EBITDA used here may differ from that used by other companies.
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, and the financial results prepared in accordance with U.S. GAAP and the reconciliations from these results should be carefully evaluated.
| Reconciliations of Consolidated EBITDA | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Reconciliations of Segment EBITDA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2014 | | | | | | | | | | | | 2013 | | | | | | | | | | | | 2012 | | | | | | | | | | |
| \+ Restructuring expenses | | 6,413 | | | | 4,912 | | | | 1,034 | | | | — | | | | — | | | | — | | | | 6,262 | | | | 14,744 | | | | 8,340 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | |
| Reconciliations of Consolidated Reported-to-Adjusted Operating Income and Margin | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | For the Years Ended December 31, | | | | | | | | | | | | | | | | | | |
| | | (In thousands) | | | | | | | | | | | | | | | | | | |
| Operating income | | $ | 431,224 | | | $ | 395,513 | | | $ | 128,218 | | | $ | 304,656 | | | $ | 249,116 | |
| \+ Restructuring expenses | | 13,672 | | | | — | | | | 32,473 | | | | 12,314 | | | | 11,095 | | |
| \+ Asset impairments | | — | | | | — | | | | 198,519 | | | | — | | | | — | | |
| \+ CVI fair value inventory charge | | — | | | | — | | | | — | | | | 15,802 | | | | — | | |
| Adjusted operating income | | $ | 444,896 | | | $ | 395,513 | | | $ | 359,210 | | | $ | 332,772 | | | $ | 260,211 | |
| | | | | | | | | | | | | | | | | | | | | |
| Net sales | | $ | 2,147,767 | | | $ | 2,024,130 | | | $ | 1,954,258 | | | $ | 1,838,451 | | | $ | 1,513,073 | |
| | | | | | | | | | | | | | | | | | | | | |
| Operating margin | | 20.1 | | % | | 19.5 | | % | | 6.6 | | % | | 16.6 | | % | | 16.5 | | % |
| Working capital | 686,344 | | | | 590,438 | | | | 530,883 | | | | 339,090 | | | | 262,030 | | |
| (4) | The following is a reconciliation of EBITDA and Adjusted EBITDA to the comparable measures of net income and operating income, as determined in accordance with U.S. GAAP. We have reconciled consolidated EBITDA to net income and we have reconciled segment EBITDA to operating income, as we do not allocate interest and income taxes to our segments. EBITDA means earnings before interest, income taxes, depreciation and amortization. Given the acquisitive nature of the Company which results in a higher level of amortization expense at recently acquired businesses, management uses EBITDA as an internal operating metric to provide management with another representation of performance of businesses across our three segments and for enterprise valuation purposes. In addition, EBITDA has been adjusted for items that are not reflective of ongoing operations, such as asset impairments and restructuring expenses to arrive at Adjusted EBITDA. Management believes that Adjusted EBITDA is useful as an analytical indicator of leverage capacity and debt servicing ability, and uses it to measure financial performance as well as for planning purposes. We believe that Adjusted EBITDA is also useful to some investors as an indicator of the strength and performance of the Company's and its segments ongoing business operations and a way to evaluate and compare operating performance and value companies within our industry. However, it should not be considered as an alternative to net income, operating income or any other items calculated in accordance with U.S. GAAP. The definition of EBITDA used here may differ from that used by other companies. |
| \+ Restructuring | | — | | | | — | | | | — | | | | 6,262 | | | | 14,744 | | | | 8,340 | | | | 2,861 | | | | 2,130 | | | | 5,227 | | |
An excerpt. Shown here: 40 of 64 rewritten, 40 of 80 added and all 3 removed. The counts are complete. For every sentence, read Item 6. Selected Financial Data.(1) in the FY2014 filing and the FY2013 filing.
Item 8. Financial Statements and Supplementary Data.
538 rewritten, 149 added, 145 removed, 797 unchanged
| | [added: 2014 | | | |] 2013 | | | | 2012 | | |
| Cash and cash equivalents [removed: | $] [added: at beginning of year] | 439,629 | | | [removed: $] | 318,864 | | [added: | | 230,259 | | |]
| Receivables — net | [removed: 253,226] [added: 256,040] | | | | [removed: 256,095] [added: 253,226] | | |
| Inventories | [removed: 230,967] [added: 237,631] | | | | [removed: 234,950] [added: 230,967] | | |
| Other current assets | [removed: 67,131] [added: 72,983] | | | | [removed: 71,956] [added: 67,131] | | |
| Total current assets | [removed: 990,953] [added: 1,075,791] | | | | [removed: 881,865] [added: 990,953] | | |
| Property, plant and equipment — net | [removed: 213,488] [added: 219,543] | | | | [removed: 219,161] [added: 213,488] | | |
| Goodwill | [removed: 1,349,456] [added: 1,321,277] | | | | [removed: 1,321,727] [added: 1,349,456] | | |
| Intangible assets — net | [removed: 311,227] [added: 271,164] | | | | [removed: 341,372] [added: 311,227] | | |
| Other noncurrent assets | [removed: 22,453] [added: 20,295] | | | | [removed: 21,265] [added: 22,453] | | |
| Total assets | $ | [added: 2,908,070 | | | $ |] 2,887,577 | | | $ | 2,785,390 | |
| Trade accounts payable | $ | [removed: 133,312] [added: 127,462] | | | $ | [removed: 117,341] [added: 133,312] | |
| Accrued expenses | [removed: 150,751] [added: 163,409] | | | | [removed: 150,176] [added: 150,751] | | |
| Short-term borrowings | [removed: 1,871] [added: 98,946] | | | | [removed: 7,335] [added: 1,871] | | |
| Dividends payable | [removed: 18,675] [added: 22,151] | | | | [removed: 16,575] [added: 18,675] | | |
| Total current liabilities | [removed: 304,609] [added: 411,968] | | | | [removed: 291,427] [added: 304,609] | | |
| Long-term borrowings | [removed: 772,005] [added: 765,006] | | | | [removed: 779,241] [added: 772,005] | | |
| Deferred income taxes | [removed: 144,908] [added: 130,368] | | | | [removed: 121,349] [added: 144,908] | | |
| Other noncurrent liabilities | [removed: 93,066] [added: 114,277] | | | | [removed: 128,375] [added: 93,066] | | |
| Total liabilities | [removed: 1,314,588] [added: 1,421,619] | | | | [removed: 1,320,392] [added: 1,314,588] | | |
| Authorized: 150,000,000 shares, $.01 per share par value; Issued: [removed: 89,154,190] [added: 89,761,305] shares at December 31, [removed: 2013] [added: 2014] and [removed: 87,732,405] [added: 89,154,190] shares at December 31, [removed: 2012] [added: 2013] | [removed: 892] [added: 898] | | | | [removed: 877] [added: 892] | | |
| Additional paid-in capital | [removed: 607,766] [added: 647,553] | | | | [removed: 550,682] [added: 607,766] | | |
| Retained earnings | [removed: 1,293,740] [added: 1,483,821] | | | | [removed: 1,113,541] [added: 1,293,740] | | |
| Treasury stock at cost: [removed: 7,958,510] [added: 10,995,361] shares at December 31, [removed: 2013] [added: 2014] and [removed: 5,005,518] [added: 7,958,510] shares at December 31, [removed: 2012] [added: 2013] | [removed: (326,104] [added: (553,543] | | ) | | [removed: (156,699] [added: (326,104] | | ) |
| Accumulated other comprehensive loss | [removed: (3,305] [added: (92,278] | | ) | | [removed: (43,403] [added: (3,305] | | ) |
| Total shareholders’ equity | [removed: 1,572,989] [added: 1,486,451] | | | | [removed: 1,464,998] [added: 1,572,989] | | |
| Total liabilities and shareholders’ equity | $ | [removed: 2,887,577] [added: 2,908,070] | | | $ | [removed: 2,785,390] [added: 2,887,577] | |
| | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | |
| Net sales | $ | [removed: 2,024,130] [added: 2,147,767] | | | $ | [removed: 1,954,258] [added: 2,024,130] | | | $ | [removed: 1,838,451] [added: 1,954,258] | |
| Cost of sales | [removed: 1,150,766] [added: 1,198,452] | | | | [removed: 1,150,558] [added: 1,150,766] | | | | [removed: 1,099,778] [added: 1,150,558] | | |
| Gross profit | [removed: 873,364] [added: 949,315] | | | | [removed: 803,700] [added: 873,364] | | | | [removed: 738,673] [added: 803,700] | | |
| Selling, general and administrative expenses | [removed: 477,851] [added: 504,419] | | | | [removed: 444,490] [added: 477,851] | | | | [removed: 421,703] [added: 444,490] | | |
| Asset impairments | — | | | | [removed: 198,519] [added: —] | | | | [removed: —] [added: 198,519] | | |
| Restructuring expenses | [removed: —] [added: 13,672] | | | | [removed: 32,473] [added: —] | | | | [removed: 12,314] [added: 32,473] | | |
| Operating income | [removed: 395,513] [added: 431,224] | | | | [removed: 128,218] [added: 395,513] | | | | [removed: 304,656] [added: 128,218] | | |
| Other [removed: income (expense)] [added: (income) expense] — net | [removed: (178] [added: (3,111] | | ) | | [removed: 236] [added: 178] | | | | [removed: (1,443] [added: (236] | | ) |
| Interest expense | [removed: 42,206] [added: 41,895] | | | | [removed: 42,250] [added: 42,206] | | | | [removed: 29,332] [added: 42,250] | | |
| Income before income taxes | [removed: 353,129] [added: 392,440] | | | | [removed: 86,204] [added: 353,129] | | | | [removed: 273,881] [added: 86,204] | | |
| Provision for income taxes | [removed: 97,914] [added: 113,054] | | | | [removed: 48,574] [added: 97,914] | | | | [removed: 80,024] [added: 48,574] | | |
| Net income | $ | [removed: 255,215] [added: 279,386] | | | $ | [removed: 37,630] [added: 255,215] | | | $ | [removed: 193,857] [added: 37,630] | |
| Cash and cash equivalents | $ | 509,137 | | | $ | 439,629 | |
| Net income | $ | 279,386 | | | $ | 255,215 | | | $ | 37,630 | |
| Net income | — | | | | 279,386 | | | | — | | | | — | | | | — | | | | — | | | | 279,386 | | |
| Repurchase of 2,970,461 shares of common stock | — | | | | — | | | | — | | | | — | | | | — | | | | (222,487 | | ) | | (222,487 | | ) |
| Balance, December 31, 2014 | $ | 648,451 | | | $ | 1,483,821 | | | $ | (24,813 | ) | | $ | (40,316 | ) | | $ | (27,149 | ) | | $ | (553,543 | ) | | $ | 1,486,451 | |
| Net income | $ | 279,386 | | | $ | 255,215 | | | $ | 37,630 | |
| Borrowings under revolving credit facilities | 165,014 | | | | 73,101 | | | | 129,479 | | |
dividends participate in undistributed earnings with common shareholders.
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09 which introduces a new five-step revenue recognition model.
Under ASU 2014-09, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
This ASU also requires disclosures sufficient to enable users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract.
This standard is effective for fiscal years beginning after December 15, 2016, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption.
The Company is currently evaluating the impact of the new guidance on our consolidated financial statements and have not yet determined the method by which we will adopt the standard in 2017.
The results of operations of the acquired companies have been included in the Company’s consolidated results since the date of each acquisition.
Supplemental pro forma information has not been provided as the acquisitions did not have a material impact on the Company’s consolidated results of operations individually or in aggregate.
2014 Acquisitions
On April 28, 2014, the Company acquired the stock of Aegis Flow Technologies ("Aegis"), a leader in the design,
manufacture and sale of specialty chemical processing valves for use in the chemical, petro-chemical, chlor-alkali,
pharmaceutical, semiconductor and pulp/paper industries.
Located in Geismar, Louisiana, Aegis has annual revenues of
approximately $15.0 million and operates in our Chemical, Food & Process platform within our Fluid & Metering
Technologies segment.
Aegis was acquired for cash consideration of approximately $25 million.
The entire purchase price was
transaction were $7.7 million and $8.8 million, respectively.
| Accounts receivable | $ | 1,147 | |
| Inventory | 6,230 | | |
| Goodwill | 7,711 | | |
| Intangible assets | 8,770 | | |
| Total assets acquired | 27,078 | | |
| Total liabilities assumed | (1,633 | | ) |
| Net assets acquired | $ | 25,445 | |
The Company incurred $1.3 million of non-cash acquisition fair value inventory charges in 2014.
These costs were recorded in selling, general and administrative expense and were related to completed transactions, pending transactions and potential transactions, including transactions that ultimately were not completed.
These charges were recorded in cost of sales.
| Restructuring | 6,056 | | | | — | | |
The following table presents the valuation and qualifying account activity for the years ended December 31, 2014, 2013 and 2012:
| ALLOWANCE FOR DOUBTFUL ACCOUNTS (1) | | | | | | | | | | | |
| Goodwill | $ | 545,046 | | | $ | 703,024 | | | $ | 274,288 | | | $ | 1,522,358 | |
| Foreign currency translation | (11,606 | | ) | | (8,210 | | ) | | (16,074 | | ) | | (35,890 | | ) |
| Balance, December 31, 2010 | $ | 442,117 | | | $ | 1,005,040 | | | $ | 38,302 | | | $ | (30,088 | ) | | $ | (20,923 | ) | | $ | (58,788 | ) | | $ | 1,375,660 | |
| Net income | — | | | | 193,857 | | | | — | | | | — | | | | — | | | | — | | | | 193,857 | | |
| Forward starting interest rate contract settlement | — | | | | — | | | | (38,707 | | ) |
| Borrowings under revolving facilities and credit facilities for acquisitions | 34,648 | | | | 35,000 | | | | 365,000 | | |
| Borrowings under revolving facilities | 38,453 | | | | 94,479 | | | | 471,222 | | |
| Proceeds from issuance of 4.2% Senior Notes | — | | | | — | | | | 349,125 | | |
| Debt issuance costs | — | | | | — | | | | (5,451 | | ) |
| Cash and cash equivalents at beginning of year | 318,864 | | | | 230,259 | | | | 235,136 | | |
IDEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| | |
| --- | --- |
In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-02 which requires additional disclosures regarding the reporting of reclassifications out of accumulated other comprehensive income.
ASU 2013-02 requires an entity to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period.
This guidance is effective for reporting periods beginning after December 15, 2012.
The Company adopted this guidance effective January 1, 2013 and its adoption did not impact the consolidated financial position, results of operations or cash flows of the Company.
See Note 14 for a further discussion on other comprehensive income (loss).
2011 Initiatives
The 2011 initiative was completed by the end of 2012 and no further restructuring is currently planned.
| Health & Science Technologies | 2,007 | | | | 123 | | | | 2,130 | | |
| Total restructuring costs | $ | 11,333 | | | $ | 981 | | | $ | 12,314 | |
| Restructuring | — | | | | 10,887 | | |
| Contingent consideration for acquisition | — | | | | 3,528 | | |
| Contingent consideration for acquisition | — | | | | 5,515 | | |
| VALUATION AND QUALIFYING ACCOUNTS(1) | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Goodwill | $ | 541,640 | | | $ | 648,906 | | | $ | 270,910 | | | $ | 1,461,456 | |
| Balance at January 1, 2012 | 541,640 | | | | 648,906 | | | | 240,820 | | | | 1,431,366 | | |
| Acquisition adjustments | — | | | | 1,424 | | | | — | | | | 1,424 | | |
| Foreign currency translation | 3,406 | | | | 2,307 | | | | 3,378 | | | | 9,091 | | |
| Goodwill impairment | (20,721 | | ) | | (149,820 | | ) | | — | | | | (170,541 | | ) |
The IOP reporting unit was written down to its fair value in 2012 as result of our goodwill impairment and thus the fair value continues to be near the carrying value.
In 2012, as a result of our annual impairment test for the IOP reporting unit and as a result of the reorganization of certain FMT reporting units, the Company determined that the fair value of the IOP and WST reporting units was less than the carrying value of the net assets of the reporting units, and thus the Company performed step two of the goodwill impairment test.
In step two of the goodwill impairment test, the Company determined the
implied fair value of the goodwill and compared it to the carrying value, which resulted in a $149.8 million goodwill impairment charge at the IOP reporting unit and a $20.7 million goodwill impairment charge at the WST reporting unit.
In 2012, as a result of our annual impairment test, the Company concluded that the fair value of the CVI Melles Griot trade names within the IOP reporting unit was less than the carrying value, resulting in a $21.0 million impairment charge.
The Company also determined that the CVI Melles Griot trade names no longer had an indefinite life and reclassified the remaining $26.0 million to definite lived assets that will be amortized over a remaining useful life of 15 years.
In 2012, the Company concluded that certain long lived assets within the WST reporting unit had a fair value that was less than the carrying value of the assets, resulting in a $7.0 million impairment charge.
| 2014 | $ | 1,871 | |
An excerpt. Shown here: 40 of 538 rewritten, 40 of 149 added and 40 of 145 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data. in the FY2014 filing and the FY2013 filing.
Item 9A. Controls and Procedures.
2 rewritten, 0 added, 0 removed, 3 unchanged
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, [removed: 2013.][added: 2014.]
Management’s Report on Internal Control Over Financial Reporting appearing on page [removed: 70] [added: 65] of this report is incorporated into this Item 9A by reference.
Item 10. Directors, Executive Officers and Corporate Governance.
2 rewritten, 0 added, 0 removed, 2 unchanged
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 [removed: 2014] [added: 2015] Proxy Statement is incorporated into this Item 10 by reference.
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 [removed: www.idexcorp.com,] [added: www.idexcorp.com] under "Investor Relations." In the event we amend or waive any of the provisions of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer or principal accounting officer, we intend to disclose the same on the Company’s website.
Item 11. Executive Compensation.
5 rewritten, 0 added, 4 removed, 10 unchanged
Information under the heading “Executive Compensation” in the [removed: 2014] [added: 2015] Proxy Statement is incorporated into this Item 11 by reference.
Information under the heading “Security Ownership” in the [removed: 2014] [added: 2015] Proxy Statement is incorporated into this Item 12 by reference.
The following table sets forth certain information with respect to the Company’s equity compensation plans as of December 31, [removed: 2013.][added: 2014.]
| Equity compensation plans approved by the Company’s stockholders | [removed: 3,038,261] [added: 2,727,664] | | | $ | [removed: 39.60] [added: 46.91] | | | [removed: 2,736,237] [added: 2,296,363] | |
[added: | (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. [added: 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. |]
| (1) | |
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.
1 rewritten, 0 added, 0 removed, 0 unchanged
Information under the heading “Information Regarding the Board of Directors and Committees” in the [removed: 2014] [added: 2015] Proxy Statement is incorporated into this Item 13 by reference.
Item 14. Principal Accountant Fees and Services.
1 rewritten, 0 added, 0 removed, 1 unchanged
Information under the heading “Principal Accountant Fees and Services” in the [removed: 2014] [added: 2015] Proxy Statement is incorporated into this Item 14 by reference.
Item 15. Exhibits and Financial Statement Schedules.
25 rewritten, 23 added, 5 removed, 119 unchanged
Reference is made to the Exhibit Index beginning on page [removed: 75] [added: 70] hereof.
| | | [added: Senior] Vice President and Chief Financial Officer |
Date: February [removed: 13, 2014][added: 23, 2015]
| Andrew K. Silvernail | | | February [removed: 13, 2014] [added: 23, 2015] | |
| /s/ HEATH A. MITTS | | [added: Senior] Vice President and Chief Financial Officer (Principal Financial Officer) | | |
| Heath A. Mitts | | | February [removed: 13, 2014] [added: 23, 2015] | |
| Michael J. Yates | | | February [removed: 13, 2014] [added: 23, 2015] | |
| Bradley J. Bell | | | February [removed: 13, 2014] [added: 23, 2015] | |
| Cynthia J. Warner | | | February [removed: 13, 2014] [added: 23, 2015] | |
| William M. Cook | | | February [removed: 13, 2014] [added: 23, 2015] | |
| Gregory F. Milzcik | | | February [removed: 13, 2014] [added: 23, 2015] | |
| Ernest J. Mrozek | | | February [removed: 13, 2014] [added: 23, 2015] | |
| Michael T. Tokarz | | | February [removed: 13, 2014] [added: 23, 2015] | |
| Livingston L. Satterthwaite | | | February [removed: 13, 2014] [added: 23, 2015] | |
| David C. Parry | | | February [removed: 13, 2014] [added: 23, 2015] | |
| [removed: 10.4] [added: 10.6] | | | [removed: Form of Stock Option] [added: Employment] Agreement [added: between IDEX Corporation, IDEX Service Corporation and Andrew K. Silvernail, dated November 8, 2013] (incorporated by reference to Exhibit [removed: 10.23] [added: No. 10.1] to the Current Report of IDEX on Form 8-K filed [removed: March 24, 2005,] [added: November 14, 2013,] Commission File No. 1-10235) |
| 10.5 | | | [removed: Form of Unvested Stock Agreement] [added: IDEX Corporation Incentive Award Plan (as amended and restated)] (incorporated by reference to Appendix A of the Proxy Statement of [removed: IDEX,] [added: IDEX on Schedule 14A,] filed [removed: February 25, 2005,] [added: March 5, 2010,] Commission File No. 1-10235) |
| [removed: 10.6] [added: 10.4] | | | 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) |
| [removed: 10.8] [added: 10.7] | | | [removed: Form of] [added: Letter Agreement between] IDEX Corporation [removed: Restricted Stock Award Agreement] [added: and Frank J. Notaro, dated September 30, 2010] (incorporated by reference to Exhibit [removed: 10.4] [added: No. 10.1] to the Current Report of IDEX on Form [removed: 8-K,] [added: 8-K] filed [removed: April 8, 2008,] [added: October 1, 2010,] Commission File No. 1-10235) |
| 10.10 | | | [removed: Employment] [added: Letter] Agreement between IDEX [removed: Corporation, IDEX Service] Corporation and [removed: Andrew K. Silvernail,] [added: Daniel Salliotte,] dated [removed: November 8, 2013] [added: September 30, 2010] (incorporated by reference to Exhibit No. [removed: 10.1] [added: 10.17] to the [removed: Current] [added: Annual] Report of IDEX on Form [removed: 8-K filed November 14, 2013,] [added: 10-K for the year ended December 31, 2012,] Commission File No. 1-10235) |
| 10.11 | | | Letter Agreement between IDEX Corporation and [removed: Frank J. Notaro,] [added: Heath A. Mitts,] dated September 30, 2010 (incorporated by reference to Exhibit No. [removed: 10.1] [added: 10.2] to the [removed: Current] [added: Quarterly] Report of IDEX on Form [removed: 8-K filed October 1, 2010,] [added: 10-Q for the quarter ended March 31, 2012,] Commission File No. 1-10235) |
| [removed: 10.12] [added: 10.8] | | | Third Amended and Restated IDEX Corporation Directors Deferred Compensation Plan (incorporated by reference to Exhibit No. 10.30 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2010, Commission File No. 1-10235) |
| [removed: 10.13] [added: 10.9] | | | IDEX Corporation Supplemental Executive Retirement and Deferred Compensation Plan (incorporated by reference to Exhibit No. 10.31 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2010, Commission File No. 1-10235) |
| [removed: 10.14] [added: 10.12] | | | Letter Agreement between IDEX Corporation and [removed: Daniel Salliotte,] [added: Jeffrey Bucklew,] dated [removed: September 30, 2010] [added: January 16, 2012] (incorporated by reference to Exhibit No. [removed: 10.17] [added: 10.16] to the Annual Report of IDEX on Form 10-K for the year ended December 31, [removed: 2012,] [added: 2013,] Commission File No. 1-10235) |
| 101 | | | The following materials from IDEX Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2013] [added: 2014] formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at December 31, [removed: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] (ii) the Consolidated Statements of Operations for the three years ended December 31, [removed: 2013,] [added: 2014,] (iii) the Consolidated Statements of Comprehensive Income for the three years ended December 31, [removed: 2013,] [added: 2014,] (iv) the Consolidated Statements of Stockholders’ Equity for the three years ended December 31, [removed: 2013,] [added: 2014,] (v) the Consolidated Statements of Cash Flows for the three years ended December 31, [removed: 2013,] [added: 2014,] and (vi) Notes to the Consolidated Financial Statements. |
| 10.13 | | | Letter Agreements between IDEX Corporation and Brett Finley, dated December 15, 2008 and February 12, 2014. |
| 10.14 | | | Letter Agreements between IDEX Corporation and Eric Ashleman, dated January 14, 2008 and February 12, 2014. |
| 10.15 | | | Amendment of Letter Agreement between IDEX Corporation and Frank Notaro dated April 24, 2000. |
| 10.16 | | | Form of IDEX Corporation Restricted Stock Award Agreement effective February 2015. |
| 10.17 | | | Form of IDEX Corporation Stock Option Agreement effective February 2015. |
| 10.18 | | | Form of IDEX Corporation Restricted Stock Unit Award Agreement effective February 2015. |
| 10.19 | | | Form of IDEX Corporation Restricted Stock Unit Award Agreement - Cash Settled effective February 2015. |
| 10.20 | | | Form of IDEX Corporation Performance Share Unit Award Agreement effective February 2015. |
| 10.21 | | | Form of IDEX Corporation Restricted Stock Unit Agreement for Directors effective February 2015. |
| 10.22 | | | Form of IDEX Corporation Stock Option Agreement effective February 2015. |
| 10.23 | | | Form of IDEX Corporation Restricted Stock Award Agreement effective February 2015. |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| --- | --- | --- | --- |
| | | | |
| Exhibit Number | | | Description |
| | | | |
| 10.7 | | | IDEX Corporation Incentive Award Plan (as amended and restated) (incorporated by reference to Appendix A of the Proxy Statement of IDEX on Schedule 14A, filed March 5, 2010, Commission File No. 1-10235) |
| 10.9 | | | Form of IDEX Corporation Stock Option Agreement (incorporated by reference to Exhibit 10.1 to the Current Report of IDEX on Form 8-K filed February 25, 2011, Commission File No. 1-10235) |
| 10.15 | | | Letter Agreement between IDEX Corporation and Heath A. Mitts, dated September 30, 2010 (incorporated by reference to Exhibit No. 10.2 to the Quarterly Report of IDEX on Form 10-Q for the quarter ended March 31, 2012, Commission File No. 1-10235) |
| 10.16 | | | Letter Agreement between IDEX Corporation and Jeffrey Bucklew, dated January 16, 2012 |
| 10.17 | | | Form of IDEX Corporation Performance Share Unit Award Agreement (incorporated by reference to Exhibit No. 10.18 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2012, Commission File No. 1-10235) |