filings.toolsIDEX (IEX) 10-K risk factor changes: FY2020 vs FY2019
The 2020-12-31 10-K against the 2019-12-31 one, compared heading by heading and sentence by sentence.
Item 1A22 rewritten23 added4 removed78 unchanged
All filing items1,384 rewritten874 added312 removed940 unchanged
Summary
counted, not written
- Item 1A lists 16 risk factor headings: 1 new, 1 reworded and 14 unchanged since FY2019. 0 headings from FY2019 no longer appear.
- Sentence by sentence, 874 added, 312 removed, 1,384 rewritten and 940 unchanged across 18 items that differ.
New Item 1A headings (1)
- Our business, results of operations and financial condition have been and may continue to be materially adversely impacted by the ongoing COVID-19 pandemic.
Removed Item 1A headings (0)
Every FY2019 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (1)
[removed: Change][added: Changes] to Geopolitical and Economic Conditions in the U.S. and Foreign Countries in Which We Operate Could Adversely Affect Our Business.
A heading is new when no FY2019 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2020; struck-through words were in FY2019. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors.
22 rewritten, 23 added, 4 removed, 78 unchanged
In addition to the factors affecting specific business operations identified in connection with the description of our operations and the financial results of our operations elsewhere in this report, the most [removed: significant] [added: material] of these factors are included below.
In [removed: 2019, 50%] [added: 2020, 49%] of the Company’s sales were derived from domestic operations while [removed: 50%] [added: 51%] were derived from international operations.
[removed: Change] [added: Changes] to Geopolitical and Economic Conditions in the U.S. and Foreign Countries in Which We Operate Could Adversely Affect Our Business.
In [removed: 2019,] [added: 2020,] approximately [removed: 50%] [added: 51%] 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.
[removed: | • |] [added: -] possibility of unfavorable circumstances arising from host country laws or regulations; [removed: |]
[removed: | • |] [added: -] risks of economic instability; [removed: |]
[removed: | • |] [added: -] currency exchange rate fluctuations and restrictions on currency repatriation; [removed: |]
[removed: | • |] [added: -] potential negative consequences from changes to taxation policies; [removed: |]
[removed: | • |] [added: -] disruption of operations from labor and political disturbances; [removed: |]
[removed: | • |] [added: -] withdrawal from or renegotiation of international trade agreements and other restrictions on the trade between the United States and other countries; [removed: |]
[removed: | • |] [added: -] risks related to other government regulation or required compliance with local laws; [removed: |]
[removed: | • |] [added: -] effects of the United Kingdom’s decision to exit the European Union and related potential disruption to [removed: trade; |][added: trade, including the effects of the Trade and Cooperation Agreement between the European Union, the European Atomic Energy Community and the United Kingdom signed on December 30, 2020;]
[removed: | • |] [added: -] changes in tariff and trade barriers, including [removed: the recent impact of the first phase of] [added: uncertainty caused by] the [removed: trade agreement] [added: evolving relations] between the United States and China; and [removed: |]
[removed: | • |] [added: -] geopolitical events, including natural disasters, public health issues, political instability, terrorism, insurrection or war. [removed: |]
Acquisitions involve numerous risks, including the assumption of undisclosed or unindemnified liabilities, difficulties in the assimilation of the operations, technologies, services and products of the acquired companies and the diversion of management’s [added: attention from other business concerns.]
The availability and prices for raw materials, parts and components may be subject to curtailment or change due to, among other things, suppliers’ allocations to other purchasers, interruptions in production by suppliers, including due to geopolitical [added: or civil] unrest, unfavorable economic or industry conditions, labor disruptions, catastrophic weather events, natural disasters or the occurrence of a contagious disease or illness, changes in exchange rates and prevailing price levels.
We maintain a revolving credit facility, which bears interest at either an alternate base rate or adjusted LIBOR plus, in each case, an applicable margin based on the [added: lower of the] Company's senior, unsecured, long-term debt rating or the Company’s applicable leverage ratio.
[removed: We] [added: Further, any changes in regulatory standards or industry practices, such as the expected transition away from LIBOR may result in the usage of higher interest rates under our revolving credit facility, and our current or future indebtedness may be adversely affected.We] are also exposed to risks if the U.S. Federal Reserve raises its benchmark interest rate, which may reduce the availability and increase the cost of obtaining new debt and refinancing existing indebtedness.
For additional detail related to this risk, see Item 3, “Legal Proceedings” and Note [removed: 10] [added: 11] in Part II, Item 8, “Financial Statements and Supplementary Data.”
At December 31, [removed: 2019,] [added: 2020,] goodwill and intangible assets totaled [removed: $1,779.7] [added: $1,895.6] million and [removed: $388.0] [added: $415.6] million, respectively.
See Note [removed: 5] [added: 6] in Part II, Item 8, “Financial Statements and Supplementary Data” for further discussion on goodwill and intangible assets.
[added: Further, given the] unpredictability, nature and scope of cyber-security attacks, it is possible that potential vulnerabilities could go undetected for an extended period.
Risks Related to Our Operations
Our business, results of operations and financial condition have been and may continue to be materially adversely impacted by the ongoing COVID-19 pandemic.
The ongoing COVID-19 pandemic has been a rapidly-changing situation that has negatively impacted and could continue to negatively impact the global economy.
Our operating results are subject to fluctuations based on general economic conditions and have been adversely affected by the negative general economic conditions.
The extent to which COVID-19 continues to impact our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the duration of the outbreak and business closures or business disruptions for our Company, our suppliers and our customers.
The deterioration in economic conditions materially reduced, and could continue to reduce, the Company’s sales and profitability.
Although we began to see improvement in our end markets beginning in the third quarter of 2020 and continuing through the fourth quarter of 2020, the financial distress our customers have experienced due to the deterioration in economic conditions has resulted in and could continue to result in reduced sales which has and could continue to negatively impact our results of operations.
Any changes in or resurgence of the COVID-19 outbreak could also have a material impact on our ability to get the raw materials, parts and components we need to manufacture our products as our suppliers face disruptions in their businesses, closures or bankruptcy as a result of the COVID-19 outbreak.
We depend greatly on our suppliers for items that are essential to the manufacturing of our products.
Although we have not experienced material supply chain disruptions to date, if our suppliers fail to meet our manufacturing needs in the future, it would delay our production and our product shipments to customers and negatively affect our operations.
U.S and international government responses to the COVID-19 outbreak have included “shelter in place”, “stay at home” and similar types of orders.
These orders exempt certain individuals needed to maintain continuity of operations of critical infrastructure sectors as determined by the U.S. federal and international governmental bodies.
Although the Company’s operations are currently considered essential and exempt, if any of the applicable exemptions are curtailed or revoked in the future, including in response to any COVID-19 resurgence, that would adversely impact our business, operating results and financial condition.
Furthermore, to the extent these exemptions do not extend to our key suppliers and customers, this would also adversely impact our business, operating results and financial condition.
We have also implemented work-from-home policies for certain “non-essential” employees.
Although these work-from-home policies have not negatively impacted our business in any material respect to date, the COVID-19 outbreak is dynamic and any future resurgences could negatively impact productivity, disrupt conduct of our business in the ordinary course and delay our production timelines.
Due to the large remote workforce populations, we may also face informational technology infrastructure and connectivity issues from the vendors that we rely on for certain information technologies to administer, store and support the Company’s multiple business activities.
IDEX is heavily dependent on the availability and support of our technology landscape, several of which are provided by external third party service providers (e.g., Microsoft, AT&T and Verizon).
Although we have not suffered any disruptions to date, any future disruptions in their operations could also negatively impact our business, operating results and financial condition.
To the extent the COVID-19 outbreak continues to adversely affect our business and financial results, it may also have the effect of heightening many of the other risks described in Item 1A, “Risk Factors” of this annual report, such as those relating to our international operations, our ability to develop new products, our ability to execute on our growth strategy of acquisitions, our dependency on raw materials, parts and components, the effects on movements in foreign currency exchange rates on our Company, the effects on our Company that result from declines in commodity prices and our reliance on labor availability to operate and grow our business.
Risks Related to Economic Conditions
Risks Related to Legal, Accounting and Regulatory Matters
General Risk Factors
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attention from other business concerns.
Further, given the
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
100 rewritten, 130 added, 60 removed, 96 unchanged
Within our three reportable segments, the Company maintains 13 [removed: platforms,] [added: platforms] where we focus on organic growth and strategic acquisitions.
[removed: The] [added: - Our] Fluid & Metering Technologies segment designs, produces and distributes [added: some of the most recognized names in] positive displacement [removed: pumps,] [added: pumps and] flow meters, [added: compressors,] injectors and other fluid-handling pump modules and [removed: systems and provides flow monitoring and other services for the food, chemical, general industrial, water and wastewater, agriculture and energy industries.][added: systems.]
[removed: The] [added: *•*Our] Fire & Safety/Diversified Products segment [removed: designs,] produces [removed: and develops] firefighting [removed: pumps, valves] [added: pumps] and controls, [added: apparatus valves, monitors, nozzles,] rescue tools, lifting bags and other components and systems for the fire and rescue industry, engineered stainless steel banding and clamping devices used in a variety of industrial and commercial applications and precision equipment for dispensing, metering, and mixing colorants and paints used in a variety of retail and commercial businesses around the world.
Our [removed: 2019] [added: 2020] financial results were as follows:
[removed: | • |] [added: -] Operating income of [removed: $579.0] [added: $520.7] million was [removed: up 2%] [added: down 10% from the prior year] and operating margin of [removed: 23.2%] [added: 22.1%] was [removed: up 30] [added: down 110] basis points from the prior year. [removed: |]
Our [removed: 2019] [added: 2020] financial results, adjusted for [removed: $21.0] [added: $11.8] million of restructuring [removed: expense] [added: expenses] and [added: asset impairments,] a [removed: $3.3] [added: $4.1] million fair value inventory step-up [removed: charge,] [added: charge and an $8.4 million loss on early debt redemption,] compared to our [removed: 2018] [added: 2019] financial results, adjusted for [removed: $12.1] [added: $21.0] million of restructuring [removed: expense,] [added: expenses and asset impairments and a $3.3 million fair value inventory step-up charge,] were as follows (these non-GAAP measures have been reconciled to U.S. GAAP measures in Item 6, “Selected Financial Data”):
[removed: | • |] [added: -] Adjusted operating income of [removed: $603.4] [added: $536.6] million was [removed: up 4%] [added: down 11% from the prior year] and adjusted operating margin of [removed: 24.2%] [added: 22.8%] was [removed: up 80] [added: down 140] basis points from the prior year. [removed: |]
[removed: | • |] [added: -] Adjusted EPS of [removed: $5.80] [added: $5.19] was [removed: 7% higher] [added: 11% lower] than prior year adjusted EPS of [removed: $5.41. |][added: $5.80.]
The following is a discussion and analysis of our results of operations for the year ended December 31, [removed: 2019] [added: 2020] compared to the year ended December 31, [removed: 2018.][added: 2019.]
For discussion related to the results of operations for the year ended December 31, [removed: 2018] [added: 2019] compared to the year ended December 31, [removed: 2017,] [added: 2018,] refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s annual report on Form 10-K for the year ended December 31, [removed: 2018,] [added: 2019,] which was filed with the SEC on February [removed: 28, 2019.][added: 21, 2020.]
In the following discussion, and throughout this report, references to organic sales, a non-GAAP measure, refers to sales from continuing operations calculated according to U.S. GAAP but excludes (1) the impact of foreign currency translation and (2) sales from acquired or divested businesses during the first [removed: twelve] [added: 12] months of ownership or [added: prior to] divestiture.
Performance [removed: in 2019 Compared with 2018][added: in 2020 Compared with 2019]
| (In thousands) | [removed: 2019] | | [added: 2020] | | [removed: 2018] | | | | [added: 2019 | | | | | |] Change | | | [added: | | |]
| Net sales | [added: | |] $ | [removed: 2,494,573] [added: 2,351,646] | | | [added: | |] $ | [removed: 2,483,666] [added: 2,494,573] | | | [removed: —] | | [added: (6)] | [added: | % | | | |]
| Operating income | [removed: 579,003] | | [added: 520,713] | | [removed: 569,088] | | | | [removed: 2] [added: 579,003] | [added: | | | | | (10) | |] % | | [added: | |]
Sales in [removed: 2019] [added: 2020] were [removed: $2.5] [added: $2.4] billion, [removed: which was flat] [added: a 6% decrease] compared with last year.
This [removed: reflects] [added: decrease reflected] a [removed: 1% increase] [added: 4% decline] in organic [removed: sales and] [added: sales, partially offset by] a [removed: 1%] [added: 2%] increase from acquisitions (Velcora - July [removed: 2019 and FLI - July 2018), offset by a 2% unfavorable impact from foreign currency translation.][added: 2019).]
Sales to customers outside the U.S. represented approximately [removed: 50%] [added: 51%] of total sales in [removed: 2019] [added: 2020] compared with [removed: 51%] [added: 50%] in [removed: 2018.][added: 2019.]
In [removed: 2019,] [added: 2020,] Fluid & Metering Technologies contributed 38% of sales and [removed: 44%] [added: 40%] of total segment operating income; Health & Science Technologies contributed [removed: 37%] [added: 38%] of sales and [removed: 31%] [added: 35%] of total segment operating income; and Fire & Safety/Diversified Products contributed [removed: 25%] [added: 24%] of sales and 25% of total segment operating income.
Gross profit of [removed: $1.1] [added: $1.0] billion in [removed: 2019 increased $7.1] [added: 2020 decreased $97.6] million, or [removed: 1%,] [added: 9%,] from [removed: 2018, while] [added: 2019, and] gross margin [removed: increased 10] [added: decreased 140] basis points to [removed: 45.1%] [added: 43.7%] in [removed: 2019] [added: 2020] from [removed: 45.0%] [added: 45.1%] in [removed: 2018.][added: 2019.]
Selling, general and administrative (“SG&A”) expenses decreased to [removed: $525.0] [added: $494.9] million in [removed: 2019] [added: 2020] from [removed: $536.7] [added: $525.0] million in [removed: 2018.][added: 2019.]
As a percentage of sales, SG&A expenses were [removed: 21.2%] [added: 21.1%] for [removed: 2019] [added: 2020] and [removed: 21.6%] [added: 21.2%] for [removed: 2018.][added: 2019.]
In [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the Company incurred pre-tax restructuring expenses [added: and asset impairments] totaling [removed: $21.0] [added: $11.8] million and [removed: $12.1] [added: $21.0] million, respectively, to facilitate long-term, sustainable growth through cost reduction actions, primarily consisting of employee reductions, facility [added: rationalization and asset impairments.]
The restructuring expenses [added: and asset impairments in 2019] included severance benefits of $9.8 million, exit costs of $1.1 million and impairment charges of $10.1 million.
As a [removed: result,the] [added: result, the] Company accelerated its restructuring activities for this business and a decision was made to wind down the business over time, [removed: requiring] [added: resulting in] a $9.7 million impairment charge.
Operating income of [removed: $579.0] [added: $520.7] million in [removed: 2019 increased] [added: 2020 decreased] from [removed: $569.1] [added: $579.0] million in [removed: 2018,] [added: 2019,] and operating margin of [removed: 23.2%] [added: 22.1%] in [removed: 2019] [added: 2020] was [removed: up 30] [added: down 110] basis points from [removed: 22.9%] [added: 23.2%] in [removed: 2018.][added: 2019.]
Interest expense increased to [removed: $44.3] [added: $44.7] million in [removed: 2019] [added: 2020] from [removed: $44.1] [added: $44.3] million in [removed: 2018.][added: 2019.]
The provision for income taxes decreased to [removed: $107.4] [added: $92.6] million in [removed: 2019] [added: 2020] compared to [removed: $118.4] [added: $107.4] million in [removed: 2018.][added: 2019.]
Net income for the year of [removed: $425.5] [added: $377.8] million [removed: increased] [added: decreased] from [removed: $410.6] [added: $425.5] million in [removed: 2018.][added: 2019.]
| Net sales | [added: | |] $ | [removed: 957,028] [added: 896,304] | | | [added: | |] $ | [removed: 951,552] [added: 957,028] | | | [removed: 1] | [added: | (6) | |] % | | [added: | |]
| Operating income | [removed: 285,256] | | [added: 235,011] | | [removed: 275,060] | | | | [removed: 4] [added: 285,256] | [added: | | | | | (18) | |] % | | [added: | |]
| Operating margin | [removed: 29.8] | | [added: 26.2 | |] % | | [removed: 28.9] | | [added: 29.8 | |] % | | [removed: 90] | | [added: (360) | | |] bps | [added: | |]
This [removed: increase] [added: decrease] reflected [removed: a 2% increase] [added: an 11% decline] in organic sales, partially offset by a 1% [removed: unfavorable] [added: favorable] impact from foreign currency translation.
In [removed: 2019,] [added: 2020,] sales [removed: were flat] [added: decreased 7%] domestically and [removed: up 1%] [added: 6%] internationally.
Sales to customers outside the U.S. were approximately [removed: 43%] [added: 52%] of total segment sales in both [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]
Operating income [added: of $144.2 million] and operating margin of [removed: $285.3 million and 29.8%,] [added: 25.6%,] respectively, were [removed: higher] [added: lower] than the [removed: $275.1] [added: $165.3] million and [removed: 28.9%,] [added: 26.4%,] respectively, [removed: recorded] in [removed: 2018,] [added: 2019,] primarily due to [removed: increased volume,] [added: due to volume declines, partially offset by] price capture and [removed: productivity initiatives.][added: cost savings.]
| Net sales | [added: | |] $ | [removed: 914,446] [added: 895,962] | | | [added: | |] $ | [removed: 896,419] [added: 914,446] | | | [removed: 2] | [added: | (2) | |] % | | [added: | |]
| Operating income | [added: | | 206,356 | | | | | |] 200,200 | | | | [removed: 205,679] | | [added: 3] | | [removed: (3] [added: %] | [removed: )%] | | [added: |]
| Operating margin | [removed: 21.9] | | [added: 23.0 | |] % | | [removed: 22.9] | | [added: 21.9 | |] % | | [removed: (100] | [removed: )] | [added: 110 | | |] bps | [added: | |]
[removed: This increase reflected] [added: Organic sales declined 9% compared to prior year, partially offset by] a [removed: 1%] [added: 3%] increase in [removed: organic] sales [removed: and a 2% increase] from acquisitions [removed: (Velcora] [added: (Flow MD] - [removed: July 2019] [added: February 2020] and [removed: FLI] [added: Velcora] - July [removed: 2018), partially offset by a 1% unfavorable impact from foreign currency translation.][added: 2019).]
2020 Overview
*•*Our Health & Science Technologies segment focuses on precision engineered fluidics to support and enable growth in analytical instrumentation and the life sciences as well as pneumatic components and proprietary high performance seals and advanced sealing solutions.
Within the fields of health and science, we leverage our capabilities in small-scale, highly accurate fluidics components and medical devices as well as integrated systems and solutions to support the worldwide growth in pharmaceutical drug discovery and new applications in life sciences and diagnostic testing.
For a detailed description of our operations within each segment, please refer to Part I, Item 1.
“Business” of this Annual Report on Form 10-K.
- Sales of $2.4 billion were down 6.0% and organic sales were down 9.0% compared to the prior year, partially offset by a 3% increase in sales due to acquisitions (Flow MD - February 2020 and Velcora - July 2019).
- Net income decreased 11% from the prior year to $377.8 million in 2020.
- Diluted EPS of $4.94 decreased $0.62, or 11%, compared to 2019.
- Adjusted net income decreased 11% from the prior year to $396.5 million in 2020.
The Company is contributing in efforts to end the COVID-19 pandemic with several of our businesses pivoting to support many products that are being used in the fight against COVID-19.
Safety is our top priority and we have implemented protocols at all of our facilities, including temperature taking, social distancing, enhanced cleaning and face coverings.
These measures have enabled successful business continuity, allowing our facilities to remain in operation with only temporary shutdowns at the initial onset of the COVID-19 pandemic.
Although we have remained in operation throughout the pandemic, satisfying customer needs in part through our focus on the development and manufacturing of products used in the fight against COVID-19, the pandemic and the enacted containment measures have adversely affected our business and results of operations.
From the onset of the pandemic through the second quarter of 2020, our customers purchased less product than they have historically purchased; however, beginning in the third quarter and continuing through the fourth quarter of 2020 we began to see improvement in our end markets and we expect our end markets to continue to normalize to historical levels through 2021.
Additionally, IDEX has implemented cost reduction actions, including employee reductions and facility consolidations, and continues to maintain a tight cost control environment.
Moreover, COVID-19 and related measures to contain its impact have caused material disruptions in both national and global financial markets and economies.
The continuing impact of COVID-19 and the enacted containment measures cannot be predicted and may continue to adversely affect, perhaps materially, our business, results of operations, financial condition and liquidity.
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The decrease in gross profit and gross margin is primarily due to lower volume and business mix, partially offset by price capture.
The $30.1 million decrease is primarily due to restructuring savings, lower discretionary spending and lower stock compensation costs due to the departure of our former Chief Executive Officer, partially offset by increased funding of the IDEX Foundation and higher acquisition costs.
The restructuring expenses and asset impairments in 2020 included severance benefits of $8.5 million, exit costs of $0.2 million and asset impairments of $3.1 million.
In the fourth quarter of 2020, the Company consolidated certain facilities within the FMT segment resulting in an impairment charge of $2.5 million, consisting of $1.6 million related to property, plant and equipment which was not relocated to the new location and $0.9 million related to a building right-of-use asset that was exited early.
The Company also relocated its corporate office resulting in an impairment charge of $0.6 million, consisting of $0.2 million related to property, plant and equipment which was not relocated to the new location and $0.4 million related to a building right-of-use asset that was exited early.
Both operating income and operating margin decreased compared to 2019 primarily due to lower volume and business mix, partially offset by price capture and cost savings in the current year as well as higher asset impairments in the prior year.
Other (income) expense - net increased by $3.9 million from expense of $1.8 million in 2019 to expense of $5.6 million in 2020 primarily due to an $8.4 million loss on early debt redemption, partially offset by $3.5 million of lower pension expense and $0.6 million of higher gains on pension-related investments in 2020.
The increase was primarily due to borrowings under the Revolving Facility (defined below) in 2020 and interest expense on the new 3.0% Senior Notes (defined below) issued during the second quarter of 2020, partially offset by write-offs related to the 4.2% Senior Notes (defined below).
The effective tax rate decreased to 19.7% in 2020 compared to 20.2% in 2019 due to benefits associated with the finalization of the Global Intangible Low-Tax Income (“GILTI”) regulations in the third quarter of 2020 and the mix of global pre-tax income among jurisdictions.
Diluted earnings per share in 2020 of $4.94 decreased $0.62 from $5.56 in 2019.
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2019 Overview
The Fluid & Metering Technologies segment contains the Energy platform (comprised of Corken, Liquid Controls, SAMPI and Toptech), the Valves platform (comprised of Alfa Valvole, Richter and Aegis), the Water platform (comprised of Pulsafeeder, OBL, Knight, ADS, Trebor and iPEK), the Pumps platform (comprised of Viking and Warren Rupp) and the Agriculture platform (comprised of Banjo).
The Health & Science Technologies segment designs, produces and distributes a wide range of precision fluidics, rotary lobe pumps, centrifugal and positive displacement pumps, roll compaction and drying systems used in beverage, food processing, pharmaceutical and cosmetics, pneumatic components and sealing solutions, including very high precision, low-flow rate pumping solutions required in analytical instrumentation, clinical diagnostics and drug discovery, high performance molded and extruded sealing components, custom mechanical and shaft seals for a variety of end markets including food and beverage, marine, chemical, wastewater and water treatment, engineered hygienic mixers and valves for the global biopharmaceutical industry, biocompatible medical devices and implantables, air compressors used in medical, dental and industrial applications, optical components and coatings for applications in the fields of scientific research, defense, biotechnology, aerospace, telecommunications and electronics manufacturing, laboratory and commercial equipment used in the production of micro and nano scale materials, precision photonic solutions used in life sciences, research and defense markets and precision gear and peristaltic pump technologies that meet exacting original equipment manufacturer specifications.
The Health & Science Technologies segment contains the Scientific Fluidics & Optics platform (comprised of Eastern Plastics, Rheodyne, Sapphire Engineering, Upchurch Scientific, ERC, CiDRA Precision Services, thinXXS, CVI Melles Griot, Semrock, Advanced Thin Films and FLI), the Sealing Solutions platform (comprised of Precision Polymer Engineering, FTL Seals Technology, Novotema, SFC Koenig and Velcora) the Gast platform, the Micropump platform and the Material Processing Technologies platform (comprised of Quadro, Fitzpatrick, Microfluidics and Matcon).
The Fire & Safety/Diversified Products segment is comprised of the Fire & Safety platform (comprised of Class 1, Hale, Akron Brass, AWG Fittings, Godiva, Dinglee, Hurst Jaws of Life, Lukas and Vetter), the Band-It platform and the Dispensing platform.
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| • | Sales of $2.5 billion were flat, reflecting a 1% increase in organic sales and a 1% increase due to acquisitions (Velcora - July 2019 and FLI - July 2018), offset by a 2% decrease due to foreign currency translation. |
| • | Net income increased 4% to $425.5 million. |
| • | Diluted EPS of $5.56 increased $0.27, or 5%, compared to 2018. |
| • | Adjusted net income increased 6% to $444.2 million. |
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The increase in gross profit and margin is primarily a due to price capture and productivity initiatives, partially offset by a fair value inventory step-up charge, inflation and higher engineering costs.
The $11.7 million decrease is primarily due to lower variable compensation expenses and tighter cost controls in 2019 as well as a stamp duty charge in Switzerland in 2018.
rationalization and impairment charges.
In the second quarter of 2019, the Company began to evaluate strategic alternatives for one of its businesses in the HST segment.
Prior to making a final decision on the options that were presented for this business, the business was informed in the third quarter of 2019 of the loss of its largest customer.
Both operating income and operating margin increased compared to 2018 primarily due to price capture, productivity initiatives and tighter cost controls in 2019, partially offset by inflation and sales mix.
Other (income) expense - net changed by $5.7 million, from income of $4.0 million in 2018 to expense of $1.8 million in 2019 mainly due to foreign currency transaction gains in 2018 that did not repeat in 2019.
The increase was primarily due to interest on debt assumed in the Velcora acquisition, which has been subsequently retired.
The effective tax rate decreased to 20.2% in 2019 compared to 22.4% in 2018 due to an increase in the excess tax benefits related to share-based compensation, a partial change in the assertion of permanent reinvestment of certain foreign tax earnings in 2018, and the mix of global pre-tax income among jurisdictions.
Diluted earnings per share in 2019 of $5.56 increased $0.27 from $5.29 in 2018.
Sales of $957.0 million increased $5.5 million, or 1%, in 2019 compared with 2018.
Sales within our Valves platform increased compared to 2018 due to strength in the chemical end market.
Sales within our Pumps platform increased compared to 2018 due to strength in the North American industrial market in the first half of the year and lease automated custody transfer (“LACT”) product growth.
Sales within our Energy platform increased slightly compared to 2018 due to market demand stability, despite lower capital investment as a result of declines in fuel prices.
Sales within our Water platform were flat compared to 2018 as municipal markets remained fairly consistent.
Sales within our Agriculture platform decreased compared to 2018 due to challenging market conditions from geopolitical uncertainty and depressed commodity prices.
Sales of $914.4 million increased $18.0 million, or 2%, in 2019 compared with 2018.
Sales in our Gast platform increased compared to 2018 due to strong demand related to our targeted growth initiatives.
Sales within our Scientific Fluidics & Optics platform increased compared to 2018 due to new product introductions and strong demand across our end markets primarily in vitro diagnostics (“IVD”) and biotechnology.
Sales of $626.8 million decreased $10.3 million, or 2%, in 2019 compared with 2018.
This decrease reflected flat organic sales and a 2% unfavorable impact from foreign currency translation.
Sales within our Dispensing platform decreased compared to 2018 due to the timing of large projects in 2018 that did not reoccur in 2019.
Sales within our Fire & Safety platform increased compared to 2018 primarily due to OEM and distribution strength as well as strong demand for new product introductions.
Operating income of $165.3 million and operating margin of 26.4%, respectively, were lower than the $168.6 million and 26.5%, respectively, in 2018, primarily due to volume declines and sales mix in the Dispensing platform.
Cash flows from operating activities increased $48.7 million, or 10.2%, to $528.1 million in 2019, primarily due to higher earnings and favorable operating working capital, partially offset by lower income taxes payable and lower incentive compensation.
Cash flows used in investing activities increased $55.6 million to $137.0 million in 2019, primarily due to $87.2 million spent on the acquisition of Velcora in 2019 compared to $20.2 million spent on the acquisition of FLI in 2018, partially offset by lower capital expenditures in 2019 and $4.0 million spent on the purchase of intellectual property assets from Phantom in 2018.
The Company may issue additional debt from time to time pursuant to the Indenture.
An excerpt. Shown here: 40 of 100 rewritten, 40 of 130 added and 40 of 60 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 FY2020 filing and the FY2019 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
5 rewritten, 0 added, 2 removed, 8 unchanged
Under the policy, the Company does not use financial or commodity derivative instruments for trading purposes, [added: and the use of these instruments is subject to strict approvals by senior officers.]
As of December 31, [removed: 2019,] [added: 2020,] the Company did not have any derivative instruments outstanding.
The foreign currency transaction losses (gains) for the periods ending December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] were [removed: $3.3] [added: $3.0] million, [removed: $(2.4)] [added: $3.3] million and [removed: $20.5] [added: $(2.4)] million, respectively, and are reported within Other (income) expense - net on the Consolidated Statements of Operations.
See Note [removed: 7] [added: 8] in Part II, Item 8, “Financial Statements and Supplementary Data,” for further discussion.
The Company does not have significant interest rate exposure due to [removed: substantially] all of the [removed: $850,622] [added: $1,050.2 million] of debt outstanding as of December 31, [removed: 2019] [added: 2020] being fixed rate debt.
and the use of these instruments is subject to strict approvals by senior officers.
Of the $20.5 million reported as foreign currency transaction losses for the period ending December 31, 2017, $20.2 million was due to intercompany loans established in conjunction with the SFC Koenig acquisition.
Item 1. Business.
58 rewritten, 55 added, 9 removed, 136 unchanged
[removed: All] [added: Substantially all] of the Company’s business activities are carried out through wholly-owned subsidiaries.
Within our three reportable segments, the Company maintains 13 [removed: platforms,] [added: platforms] where we focus on organic growth and strategic acquisitions.
[removed: ][added: ]
The FMT segment contains the Energy platform (comprised of Corken, Liquid Controls, [removed: SAMPI] [added: SAMPI, Toptech] and [removed: Toptech),] [added: Flow Management Devices, LLC (“Flow MD”)),] the Valves platform (comprised of Alfa Valvole, Richter and Aegis), the Water platform (comprised of Pulsafeeder, OBL, Knight, ADS, Trebor and iPEK), the Pumps platform (comprised of Viking and Warren Rupp) and the Agriculture platform (comprised of Banjo).
The HST segment contains the Scientific Fluidics & Optics platform (comprised of Eastern Plastics, Rheodyne, Sapphire Engineering, Upchurch Scientific, ERC, CiDRA Precision Services, [removed: thinXXS Microtechnology (“thinXXS”),] [added: thinXXS,] CVI Melles Griot, Semrock, [removed: AT] [added: Advanced Thin] Films and [removed: Finger Lakes Instrumentation (“FLI”)),] [added: FLI),] the Sealing Solutions platform (comprised of Precision Polymer Engineering, FTL Seals Technology, Novotema, SFC Koenig and [removed: Velcora Holding AB (“Velcora”)),] [added: Velcora),] the Gast platform, the Micropump platform and the Material Processing Technologies platform (comprised of Quadro, Fitzpatrick, Microfluidics and Matcon).
The Fluid & Metering Technologies segment designs, produces and distributes positive displacement pumps, [added: small volume provers,] flow meters, injectors and other fluid-handling pump modules and systems and provides flow monitoring and other services for the food, chemical, general industrial, water and wastewater, agriculture and energy industries.
[removed: ][added: ]
Fluid & Metering Technologies accounted for 38% of IDEX’s sales in each of [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] respectively, with approximately [removed: 43%] [added: 44%] of its [removed: 2019] [added: 2020] sales to customers outside the U.S. The segment accounted for [removed: 44%, 42%] [added: 40%, 44%] and 42% of total segment operating income in [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] respectively.
*Energy.* Energy consists of the Company’s Corken, Liquid Controls, [removed: SAMPI and] [added: SAMPI,] Toptech [added: and Flow MD] businesses.
Energy is a leading supplier of flow meters, [added: small volume provers,] electronic registration and control products, rotary vane and turbine pumps, reciprocating piston compressors and terminal automation control systems.
Energy maintains facilities in Lake Bluff, Illinois (Liquid Controls products); Longwood, Florida and Zwijndrecht, Belgium (Toptech products); Oklahoma City, Oklahoma (Corken [removed: products);] and [added: Flow MD products);] Altopascio, Italy (SAMPI [added: products); and Phoenix, Arizona (Flow MD] products).
Approximately [removed: 44%] [added: 33%] of Energy’s [removed: 2019] [added: 2020] sales were to customers outside the U.S.
Approximately [removed: 78%] [added: 83%] of Valves’ [removed: 2019] [added: 2020] sales were to customers outside the U.S.
Water is a leading provider of metering technology, flow monitoring products and underground surveillance services for wastewater markets, alloy and non-metallic gear pumps, peristaltic pumps, transfer pumps as well as dispensing equipment for industrial [removed: laundries, commercial dishwashing and chemical metering.]
ADS’ products and services provide comprehensive integrated solutions that enable industry, municipalities and government agencies to analyze and measure the capacity, quality and integrity of wastewater collection systems, [added: including the maintenance and construction of such systems.]
Approximately [removed: 44%] [added: 45%] of Water’s [removed: 2019] [added: 2020] sales were to customers outside the U.S.
Approximately [removed: 37%] [added: 42%] of Pumps’ [removed: 2019] [added: 2020] sales were to customers outside the U.S.
Approximately [removed: 20%] [added: 21%] of Banjo’s [removed: 2019] [added: 2020] sales were to customers outside the U.S.
[removed: ][added: ]
Health & Science Technologies accounted for [removed: 37%, 36%] [added: 38%, 37%] and 36% of IDEX’s sales in [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] respectively, with approximately [removed: 55%] [added: 57%] of its [removed: 2019] [added: 2020] sales to customers outside the U.S. The segment accounted for [removed: 31%, 32%] [added: 35%, 31%] and 32% of total segment operating income in [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] respectively.
*Scientific Fluidics & Optics.* Scientific Fluidics & Optics consists of the Company’s Eastern Plastics, Rheodyne, Sapphire Engineering, Upchurch Scientific, ERC, CiDRA Precision Services, thinXXS, CVI Melles Griot, Semrock, [removed: AT] [added: Advanced Thin] Films [removed: (including Precision Photonics products)] and FLI businesses.
In addition, CVI Melles Griot produces critical components for life science research, electronics manufacturing, military and other industrial [removed: applications] [added: applications,] including lenses, mirrors, filters and polarizers.
[removed: AT] [added: Advanced Thin] Films specializes in optical components and coatings for applications in the fields of scientific research, defense, aerospace, telecommunications and electronics manufacturing.
[removed: AT] [added: Advanced Thin] Films’ core competence is the design and manufacture of filters, splitters, [removed: reflectors and mirrors with the precise physical properties required to support their]
[added: reflectors and mirrors with the precise physical properties required to support their] customers’ most challenging and cutting-edge optical applications.
FLI specializes in the design, development and production of low-noise cooled charge-coupled device (“CCD”) and high speed, high-sensitivity [removed: Scientific] [added: scientific] complementary metal-oxide semiconductor (“CMOS”) cameras for the astronomy and life [removed: sciences] [added: science] markets.
Scientific Fluidics & Optics has facilities in Bristol, Connecticut (Eastern Plastics products); Rohnert Park, California (Rheodyne products); Middleboro, Massachusetts (Sapphire Engineering products); Oak Harbor, Washington (Upchurch Scientific products); Kawaguchi, Japan (ERC products); Wallingford, Connecticut (CiDRA Precision Services products); Zweibrücken, Germany (thinXXS products); Albuquerque, New Mexico, Rochester, New York, Leicester, England and Didam, The Netherlands (CVI Melles Griot products); Rochester, New York (Semrock products); Boulder, Colorado [removed: (AT] [added: (Advanced Thin] Films products); and Lima, New York (FLI products).
Approximately [removed: 51%] [added: 54%] of Scientific Fluidics & Optics’ [removed: 2019] [added: 2020] sales were to customers outside the U.S.
Velcora and its operating [removed: subsidiaries,] [added: subsidiaries under the] Roplan [removed: and Steridose,] [added: name] are headquartered in Sweden with operations in China, the United Kingdom and the United States.
Approximately [removed: 78%] [added: 75%] of Sealing Solutions’ [removed: 2019] [added: 2020] sales were to customers outside the U.S.
Approximately [removed: 25%] [added: 27%] of Gast’s [removed: 2019] [added: 2020] sales were to customers outside the U.S.
Approximately [removed: 74%] [added: 73%] of Micropump’s [removed: 2019] [added: 2020] sales were to customers outside the U.S.
*Material Processing Technologies.* Material Processing Technologies consists of the Company’s Quadro, Fitzpatrick, [added: Steridose,] Microfluidics and Matcon businesses.
[removed: Microfluidics is] also based in Waterloo, Canada and has offices in Newton, Massachusetts.
Approximately [removed: 61%] [added: 63%] of Material Processing Technologies’ [removed: 2019] [added: 2020] sales were to customers outside the U.S.
[removed: ][added: ]
The Fire & Safety/Diversified Products segment accounted for [removed: 25%, 26%] [added: 24%, 25%] and 26% of IDEX’s sales in [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] respectively, with approximately 52% of its [removed: 2019] [added: 2020] sales to customers outside the U.S. The segment accounted for 25%, [removed: 26%] [added: 25%] and 26% of total segment operating income in [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] respectively.
*Fire & Safety.* Fire & Safety consists of the Company’s Class 1, Hale, Godiva, Akron Brass, [added: Weldon,] AWG Fittings, Dinglee, Hurst Jaws of Life, Lukas and Vetter businesses, which produce truck-mounted and portable fire pumps, stainless steel valves, monitors, apparatus valves, nozzles, foam and compressed air foam systems, pump modules and pump kits, electronic controls and information systems, conventional and networked electrical systems, mechanical components for the fire, rescue and specialty vehicle markets, hydraulic, battery, gas and electric-operated rescue equipment, hydraulic re-railing equipment, hydraulic tools for industrial applications, recycling cutters, pneumatic lifting and sealing bags for vehicle and aircraft rescue, environmental protection and disaster control and shoring equipment for vehicular or structural collapse.
Approximately 50% of Fire & Safety’s [removed: 2019] [added: 2020] sales were to customers outside the U.S.
Approximately [removed: 41%] [added: 44%] of [removed: Band-It’s 2019] [added: BAND-IT’s 2020] sales were to customers outside the U.S.
Flow MD engineers and manufactures small volume provers that ensure custody transfer accuracy in the oil and gas industry.
laundries, commercial dishwashing and chemical metering.
Precision Polymer Engineering also entered into a joint venture with a third party to manufacture and sell high performance elastomer seals for the oil and gas industry to customers within the Kingdom of Saudi Arabia as well as export these high performance elastomer seals outside of the Kingdom of Saudi Arabia.
The joint venture is headquartered in Damman, Saudi Arabia.
In June 2020, the Steridose business was moved from an operating subsidiary of Velcora to an operating subsidiary of Quadro.
Microfluidics is
Human Capital Management
We recognize that our success would not be possible without the valuable contributions of our workforce.
Investment in our people enables us to accomplish our goals and deliver innovative customer solutions.
Our corporate Human Capital strategy is overseen by our Chief Human Resource Officer (“CHRO”).
Annually, the CHRO presents a talent review to the Company’s Board of Directors.
As part of the review, the team details each enterprise-level senior leadership position and outlines succession plans to ensure the Board is informed of the Company’s plans for business continuity and success.
Our workforce advancement strategy succeeds through investment in three pillars: skill-building for the entire workforce, leadership development aligned with the Company’s methodology and fostering a great culture.
Our approach to training and education helps drive long-term value by providing our employees with opportunities to develop skills both individually and as teams:
- Employees have access to learning through a variety of sources, including the IDEX Academy, which is our primary platform for global leadership development programs, local development programs and specific individual development plans.
These trainings also help to develop future and potential leaders in the IDEX leadership methodology.
- We also enable employee development and growth by offering our full-time U.S. employees who have at least six months of service the ability to participate in our Tuition Reimbursement program.
Through the program, employees can have certain expenses from secondary educational institutions reimbursed up to $5,250 per year.
- The Company also built the IDEX Accelerating Management Potential (“I-AMP”) Collegiate Talent Program in 2018 to give early career professionals the opportunity to learn the Company’s values and business, and to grow within our Company in both full-time and internship roles.
Since the program began, over 75 percent of participants have represented either gender or ethnic minority groups, and we will continue our focus on providing opportunities for diverse early career professionals through I-AMP.
- We prioritize hiring team members who will embrace our team-driven culture and also place considerable emphasis on leveraging the talented employees within our internal pipeline, filling many leadership positions with Company employees.
- Across the enterprise, our goal is to achieve manufacturing company top quartile employee engagement as measured by our engagement survey.
Given the challenges that the COVID-19 pandemic brought to the work environment, we are thrilled that our employees are staying engaged as we remain in the 85th percentile among manufacturing companies with employee engagement at 78%.
Employee Pay and Benefits
Attracting and retaining top talent is critical to the success of the Company’s business.
We offer a highly competitive pay and benefits package for our employees in all the markets where we operate.
The performance-based pay packages provide many employees with short-term performance incentives.
We also provide equity-based, long-term incentives to the Company’s senior leaders.
The Company’s U.S. employees can participate in two 401(k) retirement plans and the Employee Stock Purchase Plan, which allows an employee to purchase IDEX stock through payroll deductions.
Diversity, Equity & Inclusion
The Company has always recognized diversity as foundational to creativity and resilience; the three pillars of Innovation, Diversity and Excellence form the acronym that is our name, IDEX.
Gender, ethnic, cultural and other human diversity is critical to our success.
In 2020, the Company engaged a Diversity, Equity & Inclusion (“DE&I”) coach to work with the CEO and entire Executive Leadership Team to further the DE&I strategic framework.
In 2021, the Company intends to fill the currently vacant executive role for DE&I, which will report directly to the CEO.
At least once per year, the Board of Directors reviews employee diversity performance through its CHRO-led senior talent review.
Additionally, the Company tracks diversity performance of the top 400 leaders and provides regular updates to the Board on how leadership demographics are changing over time.
The Board has also recently pledged to include a DE&I topic on the agenda of every regularly scheduled Board meeting moving forward.
In 2020, we increased representation for both women and people of color in our leadership ranks.
Since 2018, we have increased the number of senior leaders globally who are women by more than 27% and leaders in the U.S. who are racially or ethnically diverse of color by 23%.
Further, the Company has been conducting pay equity analysis for U.S. employees since 2018 to ensure that employees’ actual pay was substantially similar to their predicted pay.
including the maintenance and construction of such systems.
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| Michael J. Yates | | 54 | | 14 | | Vice President and Chief Accounting Officer |
From February 2010 to December 2010, Mr. Silvernail was Vice President-Group Executive Health & Science Technologies and Global Dispensing.
Mr. Silvernail joined IDEX in January 2009 as Vice President-Group Executive Health & Science Technologies.
Prior to that, Mr. Ashleman served as the Vice President-Group Executive of the Company’s Health & Science Technologies and Fire & Safety/Diversified Products segments from January 2014 through July 2015 and President-Group Executive of the Company’s Fire & Safety/Diversified Products segment from 2011 through January 2014.
Mr. Bucklew has served as the Senior Vice President-Chief Human Resources Officer since joining IDEX in March 2012.
Prior to joining IDEX, Mr. Bucklew served as the Vice President of Human Resources for Accretive Health from March 2009 to March 2012.
An excerpt. Shown here: 40 of 58 rewritten, 40 of 55 added and all 9 removed. The counts are complete. For every sentence, read Item 1. Business. in the FY2020 filing and the FY2019 filing.
Item 3. Legal Proceedings.
3 rewritten, 0 added, 0 removed, 6 unchanged
The Company and its subsidiaries are party to legal proceedings as described in Note [removed: 10] [added: 11] in Part II, Item 8, “Commitments and Contingencies,” and such disclosure is incorporated by reference into this Item 3, “Legal Proceedings.” In addition, the Company and six of its subsidiaries are presently named as defendants in a number of lawsuits claiming various asbestos-related personal injuries, allegedly as a result of exposure to products manufactured with components that contained asbestos.
[removed: Claims] [added: Asbestos-related claims] have been filed in jurisdictions throughout the United States and the United Kingdom.
The balance of the claims have been settled for various [removed: insignificant] [added: immaterial] amounts.
Cover and table of contents
45 rewritten, 18 added, 9 removed, 33 unchanged
[removed: Form 10-K][added: Form 10-K]
| ☑ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]
For the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2019][added: 2020]
| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]
| | [added: | |] For the transition period from to | [added: | |]
Commission file [removed: number 1-10235][added: number 1-10235]
| | [added: | |] Delaware | | | | | [added: | | | | | | | | | |] 36-3555336 | [added: | |]
| | [added: | |] *(State or other jurisdiction [removed: of* *incorporation] [added: of incorporation] or organization)* | | | | | [added: | | | | | | | | | |] *(I.R.S. [removed: Employer* *Identification] [added: Employer Identification] No.)* | [added: | |]
| | [added: | |] *(Address of principal executive offices)* | | | | | [added: | | | | | | | | | |] *(Zip Code)* | [added: | |]
[removed: (847) 498-7070][added: (847) 498-7070]
| Title of Each Class | [added: | |] Trading Symbol(s) | [added: | |] Name of Each Exchange on Which Registered | [added: | |]
| Common Stock, par value $.01 per share | [added: | |] IEX | [added: | |] New York Stock Exchange | [added: | |]
| Large accelerated filer | [added: | |] ☑ | | [added: | | | |] Accelerated filer ☐ | | [added: | | | |] Non-accelerated filer ☐ | | [added: | | | |] Smaller reporting company | [added: | |] ☐ | [added: | |]
| Emerging growth company | [added: | |] ☐ | | | | | | | | [added: | | | | | | | | | | | | | | | |]
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]
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, 2019] [added: 30, 2020] closing price of [removed: $172.14)] [added: $158.04)] held by non-affiliates of IDEX Corporation was [removed: $12,993,666,859.][added: $11,866,931,226.]
The number of shares outstanding of IDEX Corporation’s common stock, par value $.01 per share, as of February [removed: 18, 2020] [added: 22, 2021] was [removed: 76,205,390.][added: 75,889,737.]
Portions of the proxy statement with respect to the IDEX Corporation [removed: 2020] [added: 2021] annual meeting of stockholders (the [removed: “2020] [added: “2021] Proxy Statement”) are incorporated by reference into Part III of this Form 10-K.
| PART I. | | | [added: | | | | | |]
| Item 1. | [removed: [Business](#sA230FAB48E2D58659947CC68175F50C8)] | [removed: [1](#sA230FAB48E2D58659947CC68175F50C8)] | [added: [Business](#i42509c1a01e348f383f54ee4f22f8c52_13) | | | [1](#i42509c1a01e348f383f54ee4f22f8c52_13) | | |]
| Item 1A. | [added: | |] [Risk [removed: Factors](#sF5B9236B44F052AD912F6B1CF9CBB9DE)] [added: Factors](#i42509c1a01e348f383f54ee4f22f8c52_16)] | [removed: [11](#sF5B9236B44F052AD912F6B1CF9CBB9DE)] | [added: | [12](#i42509c1a01e348f383f54ee4f22f8c52_16) | | |]
| Item 1B. | [added: | |] [Unresolved Staff [removed: Comments](#s46013F7F21185F7A9F68268FE4CD3AD0)] [added: Comments](#i42509c1a01e348f383f54ee4f22f8c52_19)] | [removed: [14](#s46013F7F21185F7A9F68268FE4CD3AD0)] | [added: | [16](#i42509c1a01e348f383f54ee4f22f8c52_19) | | |]
| Item 2. | [removed: [Properties](#s0F82E106DA5B53E792E88FEABED5BB55)] | [removed: [14](#s0F82E106DA5B53E792E88FEABED5BB55)] | [added: [Properties](#i42509c1a01e348f383f54ee4f22f8c52_22) | | | [16](#i42509c1a01e348f383f54ee4f22f8c52_22) | | |]
| Item 3. | [added: | |] [Legal [removed: Proceedings](#s57736993294257CF861CC838003DF998)] [added: Proceedings](#i42509c1a01e348f383f54ee4f22f8c52_25)] | [removed: [14](#s2BC99FDE518B541C8DD503F804F502B1)] | [added: | [17](#i42509c1a01e348f383f54ee4f22f8c52_28) | | |]
| Item 4. | [added: | |] [Mine Safety [removed: Disclosures](#s2BC99FDE518B541C8DD503F804F502B1)] [added: Disclosures](#i42509c1a01e348f383f54ee4f22f8c52_28)] | [removed: [14](#s2BC99FDE518B541C8DD503F804F502B1)] | [added: | [17](#i42509c1a01e348f383f54ee4f22f8c52_28) | | |]
| PART II. | | | [added: | | | | | |]
| Item 5. | [added: | |] [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s9DCDE18A61A7524CBD0CD7BDAEAC23FC)] [added: Securities](#i42509c1a01e348f383f54ee4f22f8c52_34)] | [removed: [15](#s9DCDE18A61A7524CBD0CD7BDAEAC23FC)] | [added: | [18](#i42509c1a01e348f383f54ee4f22f8c52_34) | | |]
| Item 6. | [added: | |] [Selected Financial [removed: Data](#s7574617F9B395B1C8968D0F8B29AA3E0)] [added: Data](#i42509c1a01e348f383f54ee4f22f8c52_37)] | [removed: [17](#s7574617F9B395B1C8968D0F8B29AA3E0)] | [added: | [20](#i42509c1a01e348f383f54ee4f22f8c52_37) | | |]
| Item 7. | [added: | |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s0EED69B12BFF5342973BF27455B82C8B)] [added: Operations](#i42509c1a01e348f383f54ee4f22f8c52_40)] | [removed: [18](#s0EED69B12BFF5342973BF27455B82C8B)] | [added: | [21](#i42509c1a01e348f383f54ee4f22f8c52_40) | | |]
| Item 7A. | [added: | |] [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s3FA0AB2770B154A388F62F8AAFDBBA14)] [added: Risk](#i42509c1a01e348f383f54ee4f22f8c52_55)] | [removed: [25](#s3FA0AB2770B154A388F62F8AAFDBBA14)] | [added: | [29](#i42509c1a01e348f383f54ee4f22f8c52_55) | | |]
| Item 8. | [added: | |] [Financial Statements and Supplementary [removed: Data](#s4EEC9303F6C252B9A37E7F2737BF1870)] [added: Data](#i42509c1a01e348f383f54ee4f22f8c52_58)] | [removed: [27](#s4EEC9303F6C252B9A37E7F2737BF1870)] | [added: | [31](#i42509c1a01e348f383f54ee4f22f8c52_58) | | |]
| Item 9. | [added: | |] [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s020E8F25822F5CC1A5EC55E529ECECD7)] [added: Disclosure](#i42509c1a01e348f383f54ee4f22f8c52_169)] | [removed: [79](#s020E8F25822F5CC1A5EC55E529ECECD7)] | [added: | [84](#i42509c1a01e348f383f54ee4f22f8c52_169) | | |]
| Item 9A. | [added: | |] [Controls and [removed: Procedures](#s75D840748D965FEEAD249EDDAE99A32E)] [added: Procedures](#i42509c1a01e348f383f54ee4f22f8c52_172)] | [removed: [79](#s75D840748D965FEEAD249EDDAE99A32E)] | [added: | [84](#i42509c1a01e348f383f54ee4f22f8c52_172) | | |]
| Item 9B. | [added: | |] [Other [removed: Information](#s258F6A230C3754808BE8986EC4BF8AE0)] [added: Information](#i42509c1a01e348f383f54ee4f22f8c52_175)] | [removed: [79](#s258F6A230C3754808BE8986EC4BF8AE0)] | [added: | [84](#i42509c1a01e348f383f54ee4f22f8c52_175) | | |]
| PART III. | | | [added: | | | | | |]
| Item 10. | [added: | |] [Directors, Executive Officers and Corporate [removed: Governance](#s5CB60B35586B57B1AEA261C6459F5957)] [added: Governance](#i42509c1a01e348f383f54ee4f22f8c52_181)] | [removed: [80](#s5CB60B35586B57B1AEA261C6459F5957)] | [added: | [85](#i42509c1a01e348f383f54ee4f22f8c52_181) | | |]
| Item 11. | [added: | |] [Executive [removed: Compensation](#s666B2FDA7047513485CD8B99459D62FA)] [added: Compensation](#i42509c1a01e348f383f54ee4f22f8c52_184)] | [removed: [80](#s666B2FDA7047513485CD8B99459D62FA)] | [added: | [85](#i42509c1a01e348f383f54ee4f22f8c52_184) | | |]
| Item 12. | [added: | |] [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s69409812A59B5F0C9DDAD42D98EA2944)] [added: Matters](#i42509c1a01e348f383f54ee4f22f8c52_187)] | [removed: [80](#s69409812A59B5F0C9DDAD42D98EA2944)] | [added: | [85](#i42509c1a01e348f383f54ee4f22f8c52_187) | | |]
| Item 13. | [added: | |] [Certain Relationships and Related Transactions, and Director [removed: Independence](#s64622029D60F512297111F7D27813602)] [added: Independence](#i42509c1a01e348f383f54ee4f22f8c52_190)] | [removed: [80](#s64622029D60F512297111F7D27813602)] | [added: | [85](#i42509c1a01e348f383f54ee4f22f8c52_190) | | |]
| Item 14. | [added: | |] [Principal Accountant Fees and [removed: Services](#s3143C582D9375859A4AE4ECC83DEDFF0)] [added: Services](#i42509c1a01e348f383f54ee4f22f8c52_193)] | [removed: [80](#s3143C582D9375859A4AE4ECC83DEDFF0)] | [added: | [85](#i42509c1a01e348f383f54ee4f22f8c52_193) | | |]
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IDEX CORPORATION
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| | | | 3100 Sanders Road | | | Suite 301, | | | Northbrook, | | | Illinois | | | | | | 60062 | | |
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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
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| [Signatures](#i42509c1a01e348f383f54ee4f22f8c52_205) | | | | | | [88](#i42509c1a01e348f383f54ee4f22f8c52_205) | | |
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IDEX CORPORATION
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| | 1925 West Field Court, | Suite 200, | Lake Forest, | Illinois | | 60045 |
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| [Signatures](#s6C9D6B24DAE55CC4ADF05935582E50C9) | | [83](#s6C9D6B24DAE55CC4ADF05935582E50C9) |
An excerpt. Shown here: 40 of 45 rewritten, all 18 added and all 9 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2020 filing and the FY2019 filing.
Item 2. Properties.
4 rewritten, 0 added, 0 removed, 3 unchanged
The Company’s principal plants and offices have an aggregate floor space area of approximately [removed: 4.7] [added: 4.9] million square feet, of which [removed: 3.1] [added: 3.2] million square feet (66%) [removed: is] [added: are] located in the U.S. and approximately [removed: 1.6] [added: 1.7] million square feet (34%) [removed: is] [added: are] located outside the U.S., primarily in Germany (10%), U.K. [removed: (6%),] [added: (7%),] Italy (5%), India (3%), China (2%), [removed: Sweden (2%),] Canada (2%) and The Netherlands (2%).
The Company’s executive office occupies [removed: 36,588] [added: 40,261] square feet of leased space in [removed: Lake Forest,] [added: Northbrook,] Illinois and 16,268 square feet of leased space in Chicago, Illinois.
Approximately 2.9 million square feet [removed: (61%)] [added: (60%)] of the principal plant and office floor area [removed: is] [added: are] owned by the Company and the balance is held under lease.
Approximately [removed: 1.9] [added: 1.8] million square feet [removed: (39%)] [added: (36%)] of the principal plant and office floor area [removed: is] [added: are] held by business units in the Fluid & Metering Technologies segment; 1.4 million square feet [removed: (30%) is] [added: (29%) are] held by business units in the Health & Science Technologies segment; and [removed: 1.2] [added: 1.5] million square feet [removed: (26%) is] [added: (30%) are] held by business units in the Fire & Safety/Diversified Products segment.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
5 rewritten, 10 added, 16 removed, 6 unchanged
As of February [removed: 18, 2020,] [added: 22, 2021,] there were approximately [removed: 5,416] [added: 5,629] stockholders of record of our common stock and there were [removed: 76,205,390] [added: 75,889,737] shares outstanding.
The [removed: Company’s purchases] [added: Company did not purchase any shares] of common stock during the quarter ended December 31, [removed: 2019 are as follows:][added: 2020.]
[removed: | (1) | On December 1, 2015, the Company’s Board of Directors approved an increase of $300.0 million] [added: This approval is] in [added: addition to] the [removed: authorized level of repurchases] [added: prior repurchase authorizations] of [removed: common stock. This followed] the [removed: prior] Board of Directors [removed: approved repurchase authorization] of [added: $300.0 million on December 1, 2015 and] $400.0 million [removed: that was announced by the Company] on November 6, 2014. [removed: These authorizations have no expiration date. |]
Performance Graph. The following table compares total stockholder returns over the last five years to the Standard & Poor’s (the “S&P”) 500 Index, the S&P Midcap 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: 2014.][added: 2015.]
[removed: ][added: ]
As of December 31, 2020, the amount of share repurchase authorization remaining was $712.0 million.
On March 17, 2020, the Company’s Board of Directors approved an increase of $500.0 million in the authorized level of repurchases of common stock.
These authorizations have no expiration date.
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| | | | 12/15 | | | 12/16 | | | 12/17 | | | 12/18 | | | 12/19 | | | 12/20 | | |
| IDEX Corporation | | | $ | 100.00 | | $ | 117.56 | | $ | 172.26 | | $ | 164.81 | | $ | 224.51 | | $ | 260.02 | |
| S&P 500 Index | | | $ | 100.00 | | $ | 109.54 | | $ | 130.81 | | $ | 122.65 | | $ | 158.07 | | $ | 183.77 | |
| S&P Midcap 400 Industrials Sector Index | | | $ | 100.00 | | $ | 127.07 | | $ | 155.26 | | $ | 130.62 | | $ | 172.42 | | $ | 198.59 | |
| Russell 2000 Index | | | $ | 100.00 | | $ | 119.48 | | $ | 135.18 | | $ | 118.72 | | $ | 146.89 | | $ | 173.86 | |
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| Period | Total Number of Shares Purchased | | | Average Price Paid per Share | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) | | | Maximum Dollar Value that May Yet be Purchased Under the Plans or Programs(1) | | |
| October 1, 2019 to October 31, 2019 | — | | | $ | — | | | — | | | $ | 322,342,564 | |
| November 1, 2019 to November 30, 2019 | — | | | — | | | | — | | | 322,342,564 | | |
| December 1, 2019 to December 31, 2019 | — | | | — | | | | — | | | 322,342,564 | | |
| Total | — | | | $ | — | | | — | | | $ | 322,342,564 | |
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| | 12/14 | | | 12/15 | | | 12/16 | | | 12/17 | | | 12/18 | | | 12/19 | | |
| IDEX Corporation | $ | 100.00 | | $ | 98.42 | | $ | 115.70 | | $ | 169.54 | | $ | 162.20 | | $ | 220.97 | |
| S&P 500 Index | $ | 100.00 | | $ | 99.27 | | $ | 108.74 | | $ | 129.86 | | $ | 121.76 | | $ | 156.92 | |
| S&P Midcap 400 Industrials Sector Index | $ | 100.00 | | $ | 95.72 | | $ | 121.64 | | $ | 148.61 | | $ | 125.03 | | $ | 165.04 | |
| Russell 2000 Index | $ | 100.00 | | $ | 94.29 | | $ | 112.65 | | $ | 127.46 | | $ | 111.94 | | $ | 138.50 | |
Item 6. Selected Financial Data.(1)
147 rewritten, 117 added, 18 removed, 11 unchanged
| (Dollars in thousands, except per share data) | [added: | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | | | [removed: 2017] | | [added: 2017] | | [removed: 2016] | | | | [removed: 2015] [added: 2016] | | |
| RESULTS OF OPERATIONS | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| Net sales | [added: | |] $ | [removed: 2,494,573] [added: 2,351,646] | | | [added: | |] $ | [removed: 2,483,666] [added: 2,494,573] | | | [added: | |] $ | [removed: 2,287,312] [added: 2,483,666] | | | [added: | |] $ | [removed: 2,113,043] [added: 2,287,312] | | | [added: | |] $ | [removed: 2,020,668] [added: 2,113,043] | |
| Gross profit | [added: | | 1,027,424 | | | | | |] 1,125,034 | | | | [added: | |] 1,117,895 | | | | [removed: 1,026,678] | | [added: 1,026,678] | | [removed: 930,767] | | | | [removed: 904,315] [added: 930,767] | | |
| Selling, general and administrative expenses | [added: | | 494,935 | | | | | |] 524,987 | | | | [added: | |] 536,724 | | | | [removed: 524,940] | | [added: 524,940] | | [removed: 492,398] | | | | [removed: 474,156] [added: 492,398] | | |
| Loss (gain) on sale of businesses - net | [added: | |] — | | | | [added: | |] — | | | | [removed: (9,273] | | [removed: )] [added: —] | | [removed: 22,298] | | | | [removed: (18,070] [added: (9,273)] | | [removed: )] | [added: | | | 22,298 | | |]
| Restructuring expenses [added: and asset impairments] | [added: | | 11,776 | | | | | |] 21,044 | | | | [added: | |] 12,083 | | | | [removed: 8,455] | | [added: 8,455] | | [removed: 3,674] | | | | [removed: 11,239] [added: 3,674] | | |
| Operating income | [added: | | 520,713 | | | | | |] 579,003 | | | | [added: | |] 569,088 | | | | [removed: 502,556] | | [added: 502,556] | | [removed: 412,397] | | | | [removed: 436,990] [added: 412,397] | | |
| Other (income) expense - net | [added: | | 5,627 | | | | | |] 1,759 | | | | [removed: (3,985] | | [removed: )] [added: (3,985)] | | [removed: 2,394] | | | | [removed: (1,731] [added: 2,394] | | [removed: )] | | [removed: 3,009] | | [added: (1,731)] | [added: | |]
| Interest expense | [added: | | 44,746 | | | | | |] 44,341 | | | | [added: | |] 44,134 | | | | [removed: 44,889] | | [added: 44,889] | | [removed: 45,616] | | | | [removed: 41,636] [added: 45,616] | | |
| Provision for income taxes | [added: | | 92,562 | | | | | |] 107,382 | | | | [added: | |] 118,366 | | | | [removed: 118,016] | | [added: 118,016] | | [removed: 97,403] | | | | [removed: 109,538] [added: 97,403] | | |
| Net income | [added: | | 377,778 | | | | | |] 425,521 | | | | [added: | |] 410,573 | | | | [removed: 337,257] | | [added: 337,257] | | [removed: 271,109] | | | | [removed: 282,807] [added: 271,109] | | |
| Earnings per share: (2) | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| — basic | [added: | |] $ | [removed: 5.62] [added: 4.98] | | | [added: | |] $ | [removed: 5.36] [added: 5.62] | | | [added: | |] $ | [removed: 4.41] [added: 5.36] | | | [added: | |] $ | [removed: 3.57] [added: 4.41] | | | [added: | |] $ | [removed: 3.65] [added: 3.57] | |
| — diluted | [added: | |] $ | [removed: 5.56] [added: 4.94] | | | [added: | |] $ | [removed: 5.29] [added: 5.56] | | | [added: | |] $ | [removed: 4.36] [added: 5.29] | | | [added: | |] $ | [removed: 3.53] [added: 4.36] | | | [added: | |] $ | [removed: 3.62] [added: 3.53] | |
| Weighted average shares outstanding: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| — basic | [added: | | 75,741 | | | | | |] 75,594 | | | | [added: | |] 76,412 | | | | [removed: 76,232] | | [added: 76,232] | | [removed: 75,803] | | | | [removed: 77,126] [added: 75,803] | | |
| — diluted | [added: | | 76,400 | | | | | |] 76,454 | | | | [added: | |] 77,563 | | | | [removed: 77,333] | | [added: 77,333] | | [removed: 76,758] | | | | [removed: 77,972] [added: 76,758] | | |
| Year-end shares outstanding | [added: | | 75,961 | | | | | |] 76,088 | | | | [added: | |] 75,953 | | | | [removed: 76,694] | | [added: 76,694] | | [removed: 76,441] | | | | [removed: 76,535] [added: 76,441] | | |
| Cash dividends per share | [added: | |] $ | 2.00 | | | [added: | |] $ | [removed: 1.72] [added: 2.00] | | | [added: | |] $ | [removed: 1.48] [added: 1.72] | | | [added: | |] $ | [removed: 1.36] [added: 1.48] | | | [added: | |] $ | [removed: 1.28] [added: 1.36] | |
| FINANCIAL POSITION | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| Current assets | [added: | |] $ | [removed: 1,261,445] [added: 1,657,231] | | | [added: | |] $ | [removed: 1,092,532] [added: 1,261,445] | | | [added: | |] $ | [removed: 1,004,043] [added: 1,092,532] | | | [added: | |] $ | [removed: 822,721] [added: 1,004,043] | | | [added: | |] $ | [removed: 862,684] [added: 822,721] | |
| Current liabilities | [added: | | 399,058 | | | | | |] 357,877 | | | | [added: | |] 364,661 | | | | [removed: 360,975] | | [added: 360,975] | | [removed: 309,158] | | | | [removed: 309,597] [added: 309,158] | | |
| Current ratio | [added: | | 4.2 | | | | | |] 3.5 | | | | [added: | |] 3.0 | | | | [removed: 2.8] | | [added: 2.8] | | [removed: 2.7] | | | | [removed: 2.8] [added: 2.7] | | |
| Operating working capital (3) | [added: | | 431,063 | | | | | |] 453,190 | | | | [added: | |] 448,991 | | | | [removed: 406,823] | | [added: 406,823] | | [removed: 396,739] | | | | [removed: 370,213] [added: 396,739] | | |
| Total assets | [added: | |] $ | [removed: 3,813,912] [added: 4,414,398] | | | [added: | |] $ | [removed: 3,473,857] [added: 3,813,912] | | | [added: | |] $ | [removed: 3,399,628] [added: 3,473,857] | | | [added: | |] $ | [removed: 3,154,944] [added: 3,399,628] | | | [added: | |] $ | [removed: 2,805,443] [added: 3,154,944] | |
| Total borrowings | [added: | | 1,044,442 | | | | | |] 849,252 | | | | [added: | |] 848,818 | | | | [removed: 859,046] | | [added: 859,046] | | [removed: 1,015,281] | | | | [removed: 840,794] [added: 1,015,281] | | |
| [removed: Shareholders’] [added: Total] equity | [added: | | 2,540,326 | | | | | |] 2,263,229 | | | | [added: | |] 1,994,640 | | | | [removed: 1,886,542] | | [added: 1,886,542] | | [removed: 1,543,894] | | | | [removed: 1,443,291] [added: 1,543,894] | | |
| PERFORMANCE MEASURES AND OTHER DATA | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| Percent of net sales: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| Gross profit | [removed: 45.1] | | [added: 43.7 | |] % | | [removed: 45.0] | | [added: 45.1 | |] % | | [removed: 44.9] | | [added: 45.0 | |] % | | [removed: 44.0] | | [added: 44.9 | |] % | | [removed: 44.8] | | [added: 44.0 | |] % |
| Selling, general and administrative expenses | [added: | |] 21.0 | | % | | [removed: 21.6] | | [added: 21.0 | |] % | | [removed: 23.0] | | [added: 21.6 | |] % | | [removed: 23.3] | | [added: 23.0 | |] % | | [removed: 23.5] | | [added: 23.3 | |] % |
| Operating income | [removed: 23.2] | | [added: 22.1 | |] % | | [removed: 22.9] | | [added: 23.2 | |] % | | [removed: 22.0] | | [added: 22.9 | |] % | | [removed: 19.5] | | [added: 22.0 | |] % | | [removed: 21.6] | | [added: 19.5 | |] % |
| Income before income taxes | [removed: 21.4] | | [added: 20.0 | |] % | | [removed: 21.3] | | [added: 21.4 | |] % | | [removed: 19.9] | | [added: 21.3 | |] % | | [removed: 17.4] | | [added: 19.9 | |] % | | [removed: 19.4] | | [added: 17.4 | |] % |
| Net income | [removed: 17.1] | | [added: 16.1 | |] % | | [removed: 16.5] | | [added: 17.1 | |] % | | [removed: 14.7] | | [added: 16.5 | |] % | | [removed: 12.8] | | [added: 14.7 | |] % | | [removed: 14.0] | | [added: 12.8 | |] % |
| Capital expenditures | [added: | |] $ | [removed: 50,912] [added: 51,545] | | | [added: | |] $ | [removed: 56,089] [added: 50,912] | | | [added: | |] $ | [removed: 43,858] [added: 56,089] | | | [added: | |] $ | [removed: 38,242] [added: 43,858] | | | [added: | |] $ | [removed: 43,776] [added: 38,242] | |
| Depreciation and amortization | [added: | | 83,495 | | | | | |] 76,876 | | | | [added: | |] 77,544 | | | | [removed: 84,216] | | [added: 84,216] | | [removed: 86,892] | | | | [removed: 78,120] [added: 86,892] | | |
| Return on average assets (4) | [removed: 11.7] | | [added: 9.2 | |] % | | [removed: 11.9] | | [added: 11.7 | |] % | | [removed: 10.3] | | [added: 11.9 | |] % | | [removed: 9.1] | | [added: 10.3 | |] % | | [removed: 9.9] | | [added: 9.1 | |] % |
| Borrowings as a percent of capitalization (4) | [removed: 27.3] | | [added: 29.1 | |] % | | [removed: 29.9] | | [added: 27.3 | |] % | | [removed: 31.3] | | [added: 29.9 | |] % | | [removed: 39.7] | | [added: 31.3 | |] % | | [removed: 36.8] | | [added: 39.7 | |] % |
| Return on average [removed: shareholders’] equity (4) | [removed: 20.0] | | [added: 15.7 | |] % | | [removed: 21.2] | | [added: 20.0 | |] % | | [removed: 19.7] | | [added: 21.2 | |] % | | [removed: 18.2] | | [added: 19.7 | |] % | | [removed: 19.3] | | [added: 18.2 | |] % |
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We have reconciled Adjusted gross profit to Gross profit, Adjusted operating income to Operating income; Adjusted net income to Net income; Adjusted EPS to EPS; and consolidated EBITDA, segment EBITDA, adjusted consolidated EBITDA and adjusted segment EBITDA to Net income.
The reconciliation of segment EBITDA to net income was performed on a consolidated basis due to the fact that we do not allocate consolidated interest expense or the consolidated provision for income taxes to our segments.
Management believes that EBITDA is useful to investors as an indicator of the strength and performance of the Company and a way to evaluate and compare operating performance and value companies within our industry.
Management believes that EBITDA margin is useful for the same reason as EBITDA.
Management believes that reporting organic sales provides useful information to investors by helping identify underlying growth trends in our business and facilitating easier comparisons of our revenue performance with prior and future periods and to our peers.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| \+ Loss on early debt redemption | | | 8,421 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net sales | | | $ | 2,351,646 | | | | | $ | 2,494,573 | | | | | $ | 2,483,666 | | | | | $ | 2,287,312 | | | | | $ | 2,113,043 | |
| EBITDA margin | | | 25.5 | | % | | | | 26.2 | | % | | | | 26.2 | | % | | | | 25.5 | | % | | | | 23.7 | | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 2020 | | | | | | | | | | | | | | | | | | 2019 | | | | | | | | | | | | | | | | | | 2018 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| EBITDA | | | $261,804 | | | | | | $248,161 | | | | | | $159,008 | | | | | | $306,933 | | | | | | $237,480 | | | | | | $178,820 | | | | | | $296,079 | | | | | | $246,810 | | | | | | $186,538 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Adjusted EBITDA | | | $271,491 | | | | | | $250,903 | | | | | | $161,532 | | | | | | $309,812 | | | | | | $255,069 | | | | | | $180,184 | | | | | | $298,537 | | | | | | $252,714 | | | | | | $188,722 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net sales | | | $896,304 | | | | | | $895,962 | | | | | | $562,851 | | | | | | $957,028 | | | | | | $914,446 | | | | | | $626,770 | | | | | | $951,552 | | | | | | $896,419 | | | | | | $637,028 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | For the Years Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | (In thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| \+ Restructuring expenses and asset impairments | | | 11,776 | | | | | | 21,044 | | | | | | 12,083 | | | | | | 8,455 | | | | | | 3,674 | | |
| \+ Loss (gain) on sale of businesses - net | | | — | | | | | | — | | | | | | — | | | | | | (9,273) | | | | | | 22,298 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Adjusted operating income | | | $ | 536,596 | | | | | $ | 603,387 | | | | | $ | 581,171 | | | | | $ | 501,738 | | | | | $ | 438,369 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net sales | | | $ | 2,351,646 | | | | | $ | 2,494,573 | | | | | $ | 2,483,666 | | | | | $ | 2,287,312 | | | | | $ | 2,113,043 | |
| | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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| EBITDA | $ | 306,933 | | | $ | 237,480 | | | $ | 178,820 | | | $ | 296,079 | | | $ | 246,810 | | | $ | 186,538 | | | $ | 263,610 | | | $ | 225,649 | | | $ | 159,610 | |
| Adjusted EBITDA | $ | 309,812 | | | $ | 255,069 | | | $ | 180,184 | | | $ | 298,537 | | | $ | 252,714 | | | $ | 188,722 | | | $ | 266,984 | | | $ | 230,345 | | | $ | 159,865 | |
| Net sales | $ | 957,028 | | | $ | 914,446 | | | $ | 626,770 | | | $ | 951,552 | | | $ | 896,419 | | | $ | 637,028 | | | $ | 880,957 | | | $ | 820,131 | | | $ | 587,533 | |
| Operating income | $ | 285,256 | | | $ | 200,200 | | | $ | 165,258 | | | $ | 275,060 | | | $ | 205,679 | | | $ | 168,601 | | | $ | 241,030 | | | $ | 179,567 | | | $ | 147,028 | |
| Adjusted operating income | $ | 288,135 | | | $ | 217,789 | | | $ | 166,622 | | | $ | 277,518 | | | $ | 211,583 | | | $ | 170,785 | | | $ | 244,404 | | | $ | 184,263 | | | $ | 147,283 | |
| Operating income (loss) | $ | 241,030 | | | $ | 179,567 | | | $ | 147,028 | | | $ | (65,069 | ) | | $ | 502,556 | |
| \- Other (income) expense - net | 1,007 | | | | (795 | | ) | | 1,959 | | | | 223 | | | | 2,394 | | |
| \+ Depreciation and amortization | 23,587 | | | | 45,287 | | | | 14,541 | | | | 801 | | | | 84,216 | | |
| EBITDA | 263,610 | | | | 225,649 | | | | 159,610 | | | | (64,491 | | ) | | 584,378 | | |
| Net income | | | | | | | | | | | | | | | | | $ | 337,257 | |
| Net sales (eliminations) | $ | 880,957 | | | $ | 820,131 | | | $ | 587,533 | | | $ | (1,309 | ) | | $ | 2,287,312 | |
| Operating margin | 27.4 | | % | | 21.9 | | % | | 25.0 | | % | | n/m | | | | 22.0 | | % |
An excerpt. Shown here: 40 of 147 rewritten, 40 of 117 added and all 18 removed. The counts are complete. For every sentence, read Item 6. Selected Financial Data.(1) in the FY2020 filing and the FY2019 filing.
Item 8. Financial Statements and Supplementary Data.
902 rewritten, 431 added, 177 removed, 532 unchanged
Based on that assessment, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2019.][added: 2020.]
The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears herein.
We have audited the internal control over financial reporting of IDEX Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2019,] [added: 2020,] of the Company and our report dated February [removed: 21, 2020,] [added: 25, 2021,] expressed an unqualified opinion on those financial statements.
| /s/ DELOITTE & TOUCHE LLP | | [added: | | | |]
| Chicago, Illinois | | [added: | | | |]
We have audited the accompanying consolidated balance sheets of IDEX Corporation and subsidiaries (the "Company") as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of operations, comprehensive income, [removed: shareholders’] equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] and the related notes (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 21, 2020,] [added: 25, 2021,] expressed an unqualified opinion on the Company's internal control over financial reporting.
Revenue - Disaggregation of Revenue - Refer to Note [removed: 4] [added: 5] to the Financial Statements
[removed: | • |] [added: -] We tested internal controls within the relevant revenue business processes, including controls over revenue recognition and controls over the review of significant revenue transactions and operating results. [removed: |]
[removed: | • |] [added: -] For a sample of revenue transactions, we performed detail transaction testing by agreeing the amounts [removed: recognized] [added: recorded] to [removed: |][added: source documents and determined that revenue was recognized appropriately.]
[removed: | • |] [added: -] For the revenue populations subject to detail testing, we tested the completeness of revenue by making selections from reciprocal populations (e.g., shipping logs) and determined whether the transaction was recorded as a sale in the general ledger. [removed: |]
[removed: | • | For revenue transactions not subject to detail transaction testing, we aggregated the revenue transactions at the reporting unit level and performed substantive analytical procedures.] We developed independent expectations of revenue based on data derived from published industry [removed: indices,] [added: indices and] market and customer [removed: trends, and the results of our detail revenue testing for similar business units and markets] [added: trends] and compared [removed: these] [added: our independent] expectations to the revenue recorded by management. [removed: |]
| | [added: | |] As of December 31, | | | | | | | [added: | |]
| | [added: | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | |
| | [added: | |] (In thousands except share [removed: and per] [added: and per] share amounts) | | | | | | | [added: | |]
| ASSETS | | | | | | | | [added: | | | |]
| Current assets | | | | | | | | [added: | | | |]
| Cash and cash equivalents [added: at beginning of year] | [removed: $] | [added: |] 632,581 | | | [removed: $] | [added: | |] 466,407 | | [added: | | | | 375,950 | | |]
| Receivables - net | [removed: 298,186] | | [added: 293,146] | | [removed: 312,192] | | | [added: | 298,186 | | |]
| Inventories | [removed: 293,467] | | [added: 289,910] | | [removed: 279,995] | | | [added: | 293,467 | | |]
| Other current assets | [removed: 37,211] | | [added: 48,324] | | [removed: 33,938] | | | [added: | 37,211 | | |]
| Total current assets | [removed: 1,261,445] | | [added: 1,657,231] | | [removed: 1,092,532] | | | [added: | 1,261,445 | | |]
| Property, plant and equipment - net | [removed: 280,316] | | [added: 298,273] | | [removed: 281,220] | | | [added: | 280,316 | | |]
| Goodwill | [removed: 1,779,745] | | [added: 1,895,574] | | [removed: 1,697,955] | | | [added: | 1,779,745 | | |]
| Intangible assets - net | [removed: 388,031] | | [added: 415,563] | | [removed: 383,327] | | | [added: | 388,031 | | |]
| Other noncurrent assets | [removed: 104,375] | | [added: 147,757] | | [removed: 18,823] | | | [added: | 104,375 | | |]
| Total assets | [added: | |] $ | [added: 4,414,398 | | | | | $ |] 3,813,912 | | | [added: | |] $ | 3,473,857 | |
| LIABILITIES AND [removed: SHAREHOLDERS’] EQUITY | | | | | | | | [added: | | | |]
| Current liabilities | | | | | | | | [added: | | | |]
| Trade accounts payable | [added: | |] $ | [removed: 138,463] [added: 151,993] | | | [added: | |] $ | [removed: 143,196] [added: 138,463] | |
| Accrued expenses | [removed: 180,290] | | [added: 208,828] | | [removed: 187,536] | | | [added: | 180,290 | | |]
| Short-term borrowings | [removed: 388] | | [added: 88] | | [removed: 483] | | | [added: | 388 | | |]
| Dividends payable | [removed: 38,736] | | [added: 38,149] | | [removed: 33,446] | | | [added: | 38,736 | | |]
| Total current liabilities | [removed: 357,877] | | [added: 399,058] | | [removed: 364,661] | | | [added: | 357,877 | | |]
| Long-term borrowings | [removed: 848,864] | | [added: 1,044,354] | | [removed: 848,335] | | | [added: | 848,864 | | |]
| Deferred income taxes | [removed: 146,574] | | [added: 163,863] | | [removed: 128,007] | | | [added: | 146,574 | | |]
| Other noncurrent liabilities | [removed: 197,368] | | [added: 266,797] | | [removed: 138,214] | | | [added: | 197,368 | | |]
| February 25, 2021 | | | | | |
*Critical Audit Matter Description*
- For revenue transactions not subject to detail transaction testing, we aggregated the revenue transactions at the reporting unit level and performed substantive analytical procedures.
| /s/ DELOITTE & TOUCHE LLP | | | | | |
| Chicago, Illinois | | | | | |
| February 25, 2021 | | | | | |
| | | | 2020 | | | | | | 2019 | | |
| Cash and cash equivalents | | | $ | 1,025,851 | | | | | $ | 632,581 | |
| Noncontrolling Interest | | | 123 | | | | | | — | | |
| Total equity | | | 2,540,326 | | | | | | 2,263,229 | | |
| Restructuring expenses and asset impairments | | | 11,776 | | | | | | 21,044 | | | | | | 12,083 | | |
| Net income | | | $ | 377,778 | | | | | $ | 425,521 | | | | | $ | 410,573 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income | | | — | | | | | | 377,778 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 377,778 | | | | | | — | | | | | | 377,778 | | |
| Repurchase of 876,423 shares of common stock | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (110,342) | | | | | | (110,342) | | | | | | — | | | | | | (110,342) | | |
| Contributions received from joint venture partner | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 123 | | | | | | 123 | | |
| Balance, December 31, 2020 | | | $ | 776,054 | | | | | $ | 2,841,546 | | | | | $ | 13,430 | | | | | $ | (24,424) | | | | | $ | (2,531) | | | | | $ | (1,063,872) | | | | | $ | 2,540,203 | | | | | $ | 123 | | | | | $ | 2,540,326 | |
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net income | | | $ | 377,778 | | | | | $ | 425,521 | | | | | $ | 410,573 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| Deferred revenue | | | 38,967 | | | | | | 8,680 | | | | | | (3,247) | | |
| Other - net | | | (3,032) | | | | | | 3,822 | | | | | | (19,304) | | |
| Contributions received from joint venture partner | | | 120 | | | | | | — | | | | | | — | | |
| | | | | | | | | | | | | | | | | | |
| Proceeds from issuance of 3.0% Senior Notes | | | 499,100 | | | | | | — | | | | | | — | | |
| | | | | | | | | | | | | | | | | | |
| Payment of 4.5% Senior Notes | | | (300,000) | | | | | | — | | | | | | — | | |
| | | | | | | | | | | | | | | | | | |
| Payment of make-whole redemption premium | | | (6,756) | | | | | | — | | | | | | — | | |
| Debt issuance costs | | | (4,749) | | | | | | — | | | | | | — | | |
| | | | | | | | | | | | | | | | | | |
| | |
| --- | --- |
| February 21, 2020 | |
source documents and determined that revenue was recorded appropriately.
| | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Loss (gain) on sale of businesses - net | — | | | | — | | | | (9,273 | | ) |
| Foreign currency adjustments: | | | | | | | | | | | |
| Tax effect of reversal of indefinite assertion on certain intercompany loans | — | | | | — | | | | (3,932 | | ) |
| Reclassification of foreign currency translation to earnings upon sale of businesses | — | | | | — | | | | 2,749 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, December 31, 2016 | $ | 698,115 | | | $ | 1,834,739 | | | $ | (155,544 | ) | | $ | (27,852 | ) | | $ | (18,257 | ) | | $ | (787,307 | ) | | $ | 1,543,894 | |
| Net income | — | | | | 337,257 | | | | — | | | | — | | | | — | | | | — | | | | 337,257 | | |
| Tax effect of reversal of indefinite assertion on certain intercompany loans | — | | | | — | | | | (3,932 | | ) | | — | | | | — | | | | — | | | | (3,932 | | ) |
| Repurchase of 388,953 shares of common stock | — | | | | — | | | | — | | | | — | | | | — | | | | (54,668 | | ) | | (54,668 | | ) |
| Other - net | 2,924 | | | | (19,574 | | ) | | 24,408 | | |
| Proceeds from sale of businesses, net of cash sold | — | | | | — | | | | 21,795 | | |
| Cash and cash equivalents at beginning of year | 466,407 | | | | 375,950 | | | | 235,964 | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
Of the $20.5 million reported as foreign currency transaction losses for the period ending December 31, 2017, $20.2 million was due to intercompany loans established in conjunction with the SFC Koenig acquisition.
entity asset transfer other than inventory are recognized at the time of the transfer.
| | | | |
| --- | --- | --- | --- |
| Goodwill | 85,939 | | |
2017 Acquisition
On December 8, 2017, the Company acquired the stock of thinXXS, a leader in the design, manufacture, and sale of microfluidic components serving the point of care, veterinary, and life science markets.
The business was acquired to complement our existing CiDRA Precision Services business and expand on our microfluidic and nanofluidic capabilities.
Headquartered in Zweibrücken, Germany, thinXXS operates in our Health & Science Technologies segment.
thinXXS was acquired for cash consideration of $38.2 million and the assumption of $1.2 million of debt.
There was no income tax expense associated with this transaction.
| Total | $ | 293,467 | | | $ | 279,995 | |
| Liability for construction of new leased facility | — | | | | 11,616 | | |
| | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
performance obligations under contractual arrangements, including those with performance obligations satisfied over time.
Revenue recognized at a point in time relates to the majority of our product sales.
An excerpt. Shown here: 40 of 902 rewritten, 40 of 431 added and 40 of 177 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data. in the FY2020 filing and the FY2019 filing.
Item 9A. Controls and Procedures.
1 rewritten, 0 added, 0 removed, 4 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: 2019.][added: 2020.]
Item 10. Directors, Executive Officers and Corporate Governance.
1 rewritten, 0 added, 0 removed, 3 unchanged
Information under the headings “Election of Directors”; “Board [removed: Committees”;”Delinquent Section 16(a) Reports”;] [added: Committees”;] and “Corporate Governance” in the [removed: 2020] [added: 2021] Proxy Statement is incorporated into this Item 10 by reference.
Item 11. Executive Compensation.
1 rewritten, 0 added, 0 removed, 0 unchanged
Information under the heading “Executive Compensation” in the [removed: 2020] [added: 2021] Proxy Statement is incorporated into this Item 11 by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
6 rewritten, 5 added, 4 removed, 1 unchanged
Information under the heading “Security Ownership” in the [removed: 2020] [added: 2021] Proxy Statement is incorporated into this Item 12 by reference.
Information with respect to the Company’s equity compensation plans as of December 31, [removed: 2019] [added: 2020] is as follows:
| Plan Category | [added: | |] Number of Securities To be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | [added: | | |] Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | | | | [added: | |] Number of [removed: Securities Remaining] [added: Securities Remaining] Available [removed: for Future] [added: for Future] Issuance [removed: Under Equity Compensation Plans(1)] [added: Under Equity Compensation Plans(1)] | | [added: |]
| Equity [removed: compensation] [added: compensations] plans [added: not] approved by the Company’s stockholders | [removed: 1,663,823] | | [added: —] | [removed: $] | [removed: 103.58] | | | [removed: 3,372,235] | [added: —] | [added: | | | | | — | | |]
| Equity [removed: compensations] [added: compensation] plans [removed: not] approved by the Company’s stockholders | [removed: —] | | [added: 1,155,946] | [removed: —] | | | | [removed: —] | [added: $] | [added: 125.70 | | | | | 2,964,307 | | |]
[removed: | (1) | Includes] [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. [removed: 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. |]
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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 headings, “Corporate Governance” and “Board Committees” in the [removed: 2020] [added: 2021] 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: 2020] [added: 2021] Proxy Statement is incorporated into this Item 14 by reference.
Item 15. Exhibits and Financial Statement Schedules.
2 rewritten, 1 added, 2 removed, 10 unchanged
[removed: | (A) | 1.] Financial Statements [removed: |]
[removed: | (B) | Exhibit] [added: (B)Exhibit] Index [removed: |]
(A)1.
| | |
| --- | --- |
Item 16. Form 10-K Summary.
80 rewritten, 84 added, 11 removed, 6 unchanged
| [removed: Exhibit Number] [added: Exhibit Number] | | | [added: | | |] Description | [added: | |]
| 3.1 | | | [added: | | |] [Restated Certificate of Incorporation of IDEX Corporation as amended to date (incorporated by reference to Exhibit 3.1 to the Annual Report of IDEX Corporation on Form 10-K for the fiscal year ended December 31, [removed: 2017, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-12312017xex31.htm)] [added: 20](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-12312017xex31.htm)[17)](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-12312017xex31.htm)] | [added: | |]
| 3.2 | | | [added: | | |] [Amended and Restated By-Laws of IDEX Corporation (incorporated by reference to Exhibit No. 3.1 to the Current Report of [removed: IDEX on] [added: IDEX](https://www.sec.gov/Archives/edgar/data/832101/000083210121000010/iex-20210201xex31.htm) [Corporation](https://www.sec.gov/Archives/edgar/data/832101/000083210121000010/iex-20210201xex31.htm) [on] Form 8-K filed [removed: November 14, 2011, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000119312511310912/d255538dex31.htm)] [added: February 1, 20](https://www.sec.gov/Archives/edgar/data/832101/000083210121000010/iex-20210201xex31.htm)[21](https://www.sec.gov/Archives/edgar/data/832101/000083210121000010/iex-20210201xex31.htm)[)](https://www.sec.gov/Archives/edgar/data/832101/000083210121000010/iex-20210201xex31.htm)] | [added: | |]
| 4.1 | | | [added: | | |] [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 [removed: IDEX on] [added: IDEX](http://www.sec.gov/Archives/edgar/data/832101/000095012310111246/c61694exv4w1.htm) [Corporation](http://www.sec.gov/Archives/edgar/data/832101/000095012310111246/c61694exv4w1.htm) [on] Form 8-K filed December 7, [removed: 2010, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000095012310111246/c61694exv4w1.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000095012310111246/c61694exv4w1.htm)[0](http://www.sec.gov/Archives/edgar/data/832101/000095012310111246/c61694exv4w1.htm)[)](http://www.sec.gov/Archives/edgar/data/832101/000095012310111246/c61694exv4w1.htm)] | [added: | |]
| 4.2 | | | [removed: [First] [added: | | | [Second] Supplemental Indenture between IDEX Corporation and Wells Fargo Bank, National Association, as Trustee, dated as of December [removed: 6, 2010] [added: 13, 2011] (as to [removed: 4.5%] [added: 4.2%] Senior Notes due [removed: 2020)] [added: 2021)] (incorporated by reference to Exhibit No. [removed: 4.2] [added: 4.1] to the Current Report of [removed: IDEX on] [added: IDEX](http://www.sec.gov/Archives/edgar/data/832101/000119312511341046/d271379dex41.htm) [Corporation](http://www.sec.gov/Archives/edgar/data/832101/000119312511341046/d271379dex41.htm) [on] Form 8-K filed December [removed: 7, 2010, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000095012310111246/c61694exv4w2.htm)] [added: 14, 201](http://www.sec.gov/Archives/edgar/data/832101/000119312511341046/d271379dex41.htm)[1)](http://www.sec.gov/Archives/edgar/data/832101/000119312511341046/d271379dex41.htm)] | [added: | |]
| 4.3 | | | [removed: [Second] [added: | | | [Third] Supplemental Indenture between IDEX Corporation and Wells Fargo Bank, National Association, as Trustee, dated as of [removed: December 13, 2011] [added: April 29, 2020,] (as to [removed: 4.2%] [added: 3.0%] Senior Notes due [removed: 2021)] [added: 2030)] (incorporated by reference to Exhibit No. [removed: 4.1] [added: 4.2] to the Current Report of [removed: IDEX on] [added: IDEX](https://www.sec.gov/Archives/edgar/data/832101/000119312520126298/d853224dex42.htm) [Corporation](https://www.sec.gov/Archives/edgar/data/832101/000119312520126298/d853224dex42.htm) [on] Form 8-K filed [removed: December 14, 2011, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000119312511341046/d271379dex41.htm)] [added: April 29, 202](https://www.sec.gov/Archives/edgar/data/832101/000119312520126298/d853224dex42.htm)[0](https://www.sec.gov/Archives/edgar/data/832101/000119312520126298/d853224dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/832101/000119312520126298/d853224dex42.htm)] | [added: | |]
| 4.4 | | | [added: | | |] [Note Purchase Agreement, dated June 13, 2016, between IDEX Corporation and the Purchasers listed in Schedule A thereto (incorporated by reference in Exhibit No. 4.1 to the Current Report of [removed: IDEX on] [added: IDEX](http://www.sec.gov/Archives/edgar/data/832101/000083210116000073/iex-20160613xex41.htm) [Corporation](http://www.sec.gov/Archives/edgar/data/832101/000083210116000073/iex-20160613xex41.htm) [on] Form 8-K filed June 15, [removed: 2016, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210116000073/iex-20160613xex41.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000083210116000073/iex-20160613xex41.htm)[6)](http://www.sec.gov/Archives/edgar/data/832101/000083210116000073/iex-20160613xex41.htm)] | [added: | |]
| [removed: 4.5*] [added: *21] | | | [removed: [Description] [added: | | | [Subsidiaries] of [removed: Securities](https://www.sec.gov/Archives/edgar/data/832101/000083210120000007/iex-201912x31xex45.htm)] [added: IDEX](https://www.sec.gov/Archives/edgar/data/832101/000083210121000017/iex-202012x31xex21.htm)] | [added: | |]
| 10.1 | | | [added: | | |] [Revised and Restated [removed: IDEX Management] [added: IDEX](http://www.sec.gov/Archives/edgar/data/832101/000119312513067384/d489907dex101.htm) [Corporation](http://www.sec.gov/Archives/edgar/data/832101/000119312513067384/d489907dex101.htm) [Management] Incentive Compensation Plan for Key Employees Effective January 1, 2013 (incorporated by reference to Exhibit 10.2 to the Current Report of [removed: IDEX on] [added: IDEX](http://www.sec.gov/Archives/edgar/data/832101/000119312513067384/d489907dex101.htm) [Corporat](http://www.sec.gov/Archives/edgar/data/832101/000119312513067384/d489907dex101.htm)[i](http://www.sec.gov/Archives/edgar/data/832101/000119312513067384/d489907dex101.htm)[on] Form 8-K filed February 20, [removed: 2013, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000119312513067384/d489907dex101.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000119312513067384/d489907dex101.htm)[3)](http://www.sec.gov/Archives/edgar/data/832101/000119312513067384/d489907dex101.htm)] | [added: | |]
| 10.2 | | | [added: | | |] [IDEX Corporation Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.2 to the Annual Report of IDEX Corporation on Form 10-K for the fiscal year ended December 31, [removed: 2017, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex102.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex102.htm)[7)](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex102.htm)] | [added: | |]
| 10.3 | | | [added: | | |] [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 [removed: IDEX on] [added: IDEX](http://www.sec.gov/Archives/edgar/data/832101/000095013704001504/c83337exv10w6xay.txt) [Corporation](http://www.sec.gov/Archives/edgar/data/832101/000095013704001504/c83337exv10w6xay.txt) [on] Form 10-K for the year ended December 31, [removed: 2003, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000095013704001504/c83337exv10w6xay.txt)] [added: 200](http://www.sec.gov/Archives/edgar/data/832101/000095013704001504/c83337exv10w6xay.txt)[3)](http://www.sec.gov/Archives/edgar/data/832101/000095013704001504/c83337exv10w6xay.txt)] | [added: | |]
| 10.4 | | | [added: | | |] [IDEX Corporation Incentive Award Plan (as amended and restated) (incorporated by reference to Appendix A of the Proxy Statement of [removed: IDEX on] [added: IDEX](http://www.sec.gov/Archives/edgar/data/832101/000119312515072666/d878233ddef14a.htm) [Corporation](http://www.sec.gov/Archives/edgar/data/832101/000119312515072666/d878233ddef14a.htm) [on] Schedule 14A, filed March 5, [removed: 2015, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000119312515072666/d878233ddef14a.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000119312515072666/d878233ddef14a.htm)[5)](http://www.sec.gov/Archives/edgar/data/832101/000119312515072666/d878233ddef14a.htm)] | [added: | |]
| 10.5 | | | [added: | | |] [Amended and Restated Employment Agreement dated February 22, 2018 between IDEX Corporation and Andrew K. Silvernail (incorporated by reference to Exhibit 10.5 to the Annual Report of IDEX Corporation on Form 10-K for the fiscal year ended December 31, [removed: 2017, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex105.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex105.htm)[7)](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex105.htm)] | [added: | |]
| 10.6 | | | [added: | | |] [Third Amended and Restated IDEX Corporation Directors Deferred Compensation Plan (incorporated by reference to Exhibit No. 10.30 to the Annual Report of [removed: IDEX on] [added: IDEX](http://www.sec.gov/Archives/edgar/data/832101/000095012311018609/c62090exv10w30.htm) [Corporation](http://www.sec.gov/Archives/edgar/data/832101/000095012311018609/c62090exv10w30.htm) [on] Form 10-K for the year ended December 31, [removed: 2010, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000095012311018609/c62090exv10w30.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000095012311018609/c62090exv10w30.htm)[0)](http://www.sec.gov/Archives/edgar/data/832101/000095012311018609/c62090exv10w30.htm)] | [added: | |]
| 10.7 | | | [added: | | |] [IDEX Corporation Supplemental Executive Retirement and Deferred Compensation Plan (incorporated by reference to Exhibit No. 10.31 to the Annual Report of [removed: IDEX on] [added: IDEX](http://www.sec.gov/Archives/edgar/data/832101/000095012311018609/c62090exv10w31.htm) [Corporation](http://www.sec.gov/Archives/edgar/data/832101/000095012311018609/c62090exv10w31.htm) [on] Form 10-K for the year ended December 31, [removed: 2010, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000095012311018609/c62090exv10w31.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000095012311018609/c62090exv10w31.htm)[0)](http://www.sec.gov/Archives/edgar/data/832101/000095012311018609/c62090exv10w31.htm)] | [added: | |]
| 10.8 | | | [added: | | |] [Letter Agreement between IDEX Corporation and Jeffrey Bucklew, dated January 16, 2012 (incorporated by reference to Exhibit No. 10.16 to the Annual Report of [removed: IDEX on] [added: IDEX](http://www.sec.gov/Archives/edgar/data/832101/000144530514000435/iex-20131231xex1016.htm) [Corporation](http://www.sec.gov/Archives/edgar/data/832101/000144530514000435/iex-20131231xex1016.htm) [on] Form 10-K for the year ended December 31, [removed: 2013, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000144530514000435/iex-20131231xex1016.htm)] [added: 2013](http://www.sec.gov/Archives/edgar/data/832101/000144530514000435/iex-20131231xex1016.htm)[)](http://www.sec.gov/Archives/edgar/data/832101/000144530514000435/iex-20131231xex1016.htm)] | [added: | |]
| 10.9 | | | [added: | | |] [Letter Agreements between IDEX Corporation and Eric Ashleman, dated January 14, 2008 and February 12, 2014 (incorporated by reference to Exhibit No. 10.14 to the Annual Report of [removed: IDEX on] [added: IDEX](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1014.htm) [Corporation](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1014.htm) [on] Form 10-K for the year ended December 31, [removed: 2014, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1014.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1014.htm)[4)](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1014.htm)] | [added: | |]
| 10.10 | | | [added: | | |] [Form of IDEX Corporation Restricted Stock Award Agreement effective February 2015 (incorporated by reference to Exhibit No. 10.16 to the Annual Report of [removed: IDEX on] [added: IDEX](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1016.htm) [Corporation](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1016.htm) [on] Form 10-K for the year ended December 31, [removed: 2014, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1016.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1016.htm)[4)](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1016.htm)] | [added: | |]
| 10.11 | | | [added: | | |] [Form of IDEX Corporation Stock Option Agreement effective February 2015 (incorporated by reference to Exhibit No. 10.17 to the Annual Report of [removed: IDEX on] [added: IDEX](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1017.htm) [Corporation](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1017.htm) [on] Form 10-K for the year ended December 31, [removed: 2014, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1017.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1017.htm)[4)](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1017.htm)] | [added: | |]
| 10.12 | | | [added: | | |] [Form of IDEX Corporation Restricted Stock Unit Award Agreement effective February 2015 (incorporated by reference to Exhibit No. 10.18 to the Annual Report of [removed: IDEX on] [added: IDEX](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1018.htm) [Corporation](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1018.htm) [on] Form 10-K for the year ended December 31, [removed: 2014, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1018.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1018.htm)[4)](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1018.htm)] | [added: | |]
| 10.13 | | | [added: | | |] [Form of IDEX Corporation Restricted Stock Unit Award Agreement - Cash Settled effective February 2015 (incorporated by reference to Exhibit No. 10.19 to the Annual Report of [removed: IDEX on] [added: IDEX](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1019.htm) [Corporation](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1019.htm) [on] Form 10-K for the year ended December 31, [removed: 2014, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1019.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1019.htm)[4)](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1019.htm)] | [added: | |]
| 10.14 | | | [added: | | |] [Form of IDEX Corporation Performance Share Unit Award Agreement effective February 2015 (incorporated by reference to Exhibit No. 10.20 to the Annual Report of [removed: IDEX on] [added: IDEX](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1020.htm) [Corporation](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1020.htm) [on] Form 10-K for the year ended December 31, [removed: 2014, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1020.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1020.htm)[4)](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1020.htm)] | [added: | |]
| 10.15 | | | [added: | | |] [Form of IDEX Corporation Restricted Stock Unit Agreement for Directors effective February 2015 (incorporated by reference to Exhibit No. 10.21 to the Annual Report of [removed: IDEX on] [added: IDEX](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1021.htm) [Corporation](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1021.htm) [on] Form 10-K for the year ended December 31, [removed: 2014, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1021.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1021.htm)[4)](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1021.htm)] | [added: | |]
| 10.16 | | | [added: | | |] [Form of IDEX Corporation Stock Option Agreement effective February 2015 (incorporated by reference to Exhibit No. 10.22 to the Annual Report of [removed: IDEX on] [added: IDEX](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1022.htm) [Corporation](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1022.htm) [on] Form 10-K for the year ended December 31, [removed: 2014, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1022.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1022.htm)[4)](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-20141231xex1022.htm)] | [added: | |]
| 10.17 | | | [added: | | |] [Form of IDEX Corporation Restricted Stock Award Agreement effective February 2015 (incorporated by reference to Exhibit No. 10.23 to the Annual Report of [removed: IDEX on] [added: IDEX](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-12312014xex1023.htm) [Corporation](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-12312014xex1023.htm) [on] Form 10-K for the year ended December 31, [removed: 2014, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-12312014xex1023.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-12312014xex1023.htm)[4)](http://www.sec.gov/Archives/edgar/data/832101/000083210115000009/iex-12312014xex1023.htm)] | [added: | |]
| [removed: 10.18] [added: 10.19] | | | [added: | | |] [Amendment of Letter Agreement dated January 16, 2012, between IDEX Corporation and Jeffrey D. Bucklew, effective January 12, 2018 (incorporated by reference to Exhibit 10.19 to the Annual Report of IDEX Corporation on Form 10-K for the fiscal year ended December 31, [removed: 2017, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/ex1019bucklew.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/ex1019bucklew.htm)[7)](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/ex1019bucklew.htm)] | [added: | |]
| [removed: 10.19] [added: 10.20] | | | [added: | | |] [Letter Agreement between IDEX Corporation and Denise Cade, dated September 24, 2015 (incorporated by reference to Exhibit No. 10.24 to the Annual Report of IDEX Corporation on Form 10-K for the fiscal year ended December 31, [removed: 2015, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210116000057/iex-20151231xex1024.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000083210116000057/iex-20151231xex1024.htm)[5)](http://www.sec.gov/Archives/edgar/data/832101/000083210116000057/iex-20151231xex1024.htm)] | [added: | |]
| [removed: 10.20] [added: 10.21] | | | [added: | | |] [Stock Purchase Agreement, dated February 4, 2016, by and among IDEX Corporation, Premier Farnell PLC, Celdis Limited, Premier Farnell Corp. and Akron Brass Holding Corp. (incorporated by reference to Exhibit No. 10.25 to the Annual Report of IDEX Corporation on Form 10-K for the fiscal year ended December 31, [removed: 2015, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210116000057/iex-2015x1231xex1025.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000083210116000057/iex-2015x1231xex1025.htm)[5)](http://www.sec.gov/Archives/edgar/data/832101/000083210116000057/iex-2015x1231xex1025.htm)] | [added: | |]
| [removed: 10.21] [added: 10.22] | | | [added: | | |] [Letter Agreement between IDEX Corporation and William K. Grogan, dated December 30, 2016 (incorporated by reference to Exhibit 10.22 to the Annual Report of IDEX Corporation on Form 10-K for the fiscal year ended December 31, [removed: 2016, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210117000016/iex-20161231xex1022.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000083210117000016/iex-20161231xex1022.htm)[6)](http://www.sec.gov/Archives/edgar/data/832101/000083210117000016/iex-20161231xex1022.htm)] | [added: | |]
| [removed: 10.22] [added: 10.23] | | | [added: | | |] [Amendment to Letter Agreement dated September 24, 2015, between IDEX Corporation and Denise R. Cade, effective as of April 24, 2017 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of IDEX Corporation for the quarter ended March 31, [removed: 2017, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210117000027/iex-20170331xex101.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000083210117000027/iex-20170331xex101.htm)[7)](http://www.sec.gov/Archives/edgar/data/832101/000083210117000027/iex-20170331xex101.htm)] | [added: | |]
| [removed: 10.23] [added: 10.24] | | | [added: | | |] [Amendment to Letter Agreement dated February 12, 2014, between IDEX Corporation and Eric D. Ashleman, effective as of April 24, 2017 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of IDEX Corporation for the quarter ended March 31, [removed: 2017, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210117000027/iex-2017x0331xex102.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000083210117000027/iex-2017x0331xex102.htm)[7)](http://www.sec.gov/Archives/edgar/data/832101/000083210117000027/iex-2017x0331xex102.htm)] | [added: | |]
| [removed: 10.24] [added: 10.25] | | | [added: | | |] [Amendment to Letter Agreement dated December 30, 2016, between IDEX Corporation and William K. Grogan, effective as of April 24, 2017 (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of IDEX Corporation for the quarter ended March 31, [removed: 2017, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210117000027/iex-20170331xex103.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000083210117000027/iex-20170331xex103.htm)[7)](http://www.sec.gov/Archives/edgar/data/832101/000083210117000027/iex-20170331xex103.htm)] | [added: | |]
| [removed: 10.25] [added: 10.26] | | | [added: | | |] [Form of IDEX Corporation Performance Share Unit Award Agreement - Stock Settled, effective February 2018 (incorporated by reference to Exhibit 10.26 to the Annual Report of IDEX Corporation on Form 10-K for the fiscal year ended December 31, [removed: 2017, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex1026.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex1026.htm)[7)](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex1026.htm)] | [added: | |]
| [removed: 10.26] [added: 10.27] | | | [added: | | |] [Form of IDEX Corporation Restricted Stock Award Agreement, effective February 2018 (incorporated by reference to Exhibit 10.27 to the Annual Report of IDEX Corporation on Form 10-K for the fiscal year ended December 31, [removed: 2017, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex1027.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex1027.htm)[7)](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex1027.htm)] | [added: | |]
| [removed: 10.27] [added: 10.28] | | | [added: | | |] [Form of IDEX Corporation Restricted Stock Unit Agreement for Directors, effective February 2018 (incorporated by reference to Exhibit 10.28 to the Annual Report of IDEX Corporation on Form 10-K for the fiscal year ended December 31, [removed: 2017, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex1028.htm)] [added: 2017](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex1028.htm))] | [added: | |]
| [removed: 10.28] [added: 10.29] | | | [added: | | |] [Form of IDEX Corporation Performance Share Unit Award Agreement - Cash Settled, effective February 2018 (incorporated by reference to Exhibit 10.29 to the Annual Report of IDEX Corporation on Form 10-K for the fiscal year ended December 31, [removed: 2017, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-2017x1231xex1029.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-2017x1231xex1029.htm)[7)](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-2017x1231xex1029.htm)] | [added: | |]
| [removed: 10.29] [added: 10.30] | | | [added: | | |] [Form of IDEX Corporation Stock Option Agreement, effective February 2018 (incorporated by reference to Exhibit 10.30 to the Annual Report of IDEX Corporation on Form 10-K for the fiscal year ended December 31, [removed: 2017, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex1030.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex1030.htm)[7)](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex1030.htm)] | [added: | |]
| [removed: 10.30] [added: 10.31] | | | [added: | | |] [Form of IDEX Corporation Stock Option Agreement - Cash Settled, effective February 2018 (incorporated by reference to Exhibit 10.31 to the Annual Report of IDEX Corporation on Form 10-K for the fiscal year ended December 31, [removed: 2017, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex1031.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex1031.htm)[7)](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex1031.htm)] | [added: | |]
| [removed: 10.31] [added: 10.32] | | | [added: | | |] [Form of IDEX Corporation Restricted Stock Unit Award Agreement - Cash Settled, effective February 2018 (incorporated by reference to Exhibit 10.32 to the Annual Report of IDEX Corporation on Form 10-K for the fiscal year ended December 31, [removed: 2017, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex1032.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex1032.htm)[7)](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex1032.htm)] | [added: | |]
| [removed: 10.32] [added: 10.33] | | | [added: | | |] [Form of IDEX Corporation Restricted Stock Unit Award Agreement, effective December 2015 (incorporated by reference to Exhibit 10.33 to the Annual Report of IDEX Corporation on Form 10-K for the fiscal year ended December 31, [removed: 2017, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex1033.htm)] [added: 201](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex1033.htm)[7)](http://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex1033.htm)] | [added: | |]
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| 4.5 | | | | | | [Description of Securitie](https://www.sec.gov/Archives/edgar/data/832101/000083210120000007/iex-201912x31xex45.htm)[s](https://www.sec.gov/Archives/edgar/data/832101/000083210120000007/iex-201912x31xex45.htm) [(incorporated by refer](https://www.sec.gov/Archives/edgar/data/832101/000083210120000007/iex-201912x31xex45.htm)[ence to Exhibit No. 4.5 to the Annual Report of IDEX Corporation on Form 10-K for the fiscal year ended December 31, 201](https://www.sec.gov/Archives/edgar/data/832101/000083210120000007/iex-201912x31xex45.htm)[9)](https://www.sec.gov/Archives/edgar/data/832101/000083210120000007/iex-201912x31xex45.htm) | | |
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| 10.18*, | | | | | | [Letter Agreement between IDEX Corporation and Eric D. Ashleman, dated January 21, 2021](https://www.sec.gov/Archives/edgar/data/832101/000083210121000017/iex-2020x2131xex1018.htm) | | |
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| *23 | | | [Consent of Deloitte & Touche LLP](https://www.sec.gov/Archives/edgar/data/832101/000083210120000007/iex-20191231xex23.htm) |
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| Andrew K. Silvernail | | | February 21, 2020 | |
| William M. Cook | | | February 21, 2020 | |
An excerpt. Shown here: 40 of 80 rewritten, 40 of 84 added and all 11 removed. The counts are complete. For every sentence, read Item 16. Form 10-K Summary. in the FY2020 filing and the FY2019 filing.