IDEX 10-Q 2024-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 10-Q

☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended			June 30, 2024

OR

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from			to

Commission File Number: 1-10235

IDEX CORPORATION

(Exact name of registrant as specified in its charter)

			Delaware															36-3555336
			(State or other jurisdiction of incorporation or organization)															(I.R.S. Employer Identification No.)
			3100 Sanders Road,			Suite 301,			Northbrook,			Illinois						60062
			(Address of principal executive offices)															(Zip Code)

Registrant’s telephone number, including area code: (847) 498-7070

Securities registered pursuant to Section 12(b) of the Act:

Title of each class						Trading Symbol(s)						Name of each exchange on which registered
Common Stock, par value $.01 per share						IEX						New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			☑						Accelerated filer ☐						Non-accelerated filer ☐						Smaller reporting company			☐
Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

Number of shares of common stock of IDEX Corporation outstanding as of July 26, 2024: 75,703,395.

TABLE OF CONTENTS

Part I. Financial Information
Item 1.			Financial Statements			1
			Condensed Consolidated Statements of Income			1
			Condensed Consolidated Statements of Comprehensive Income			2
			Condensed Consolidated Balance Sheets			3
			Condensed Consolidated Statements of Equity			4
			Condensed Consolidated Statements of Cash Flows			5
			Notes to Condensed Consolidated Financial Statements			6
			Note 1. Basis of Presentation and Significant Accounting Policies			6
			Note 2. Acquisitions and Divestitures			6
			Note 3. Business Segments			9
			Note 4. Revenue			10
			Note 5. Earnings Per Common Share			13
			Note 6. Balance Sheet Components			14
			Note 7. Goodwill and Intangible Assets			14
			Note 8. Borrowings			16
			Note 9. Fair Value Measurements			16
			Note 10. Accumulated Other Comprehensive Loss			18
			Note 11. Share Repurchases			19
			Note 12. Share-Based Compensation			19
			Note 13. Retirement Benefits			22
			Note 14. Commitments and Contingencies			23
			Note 15. Income Taxes			23
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			24
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			36
Item 4.			Controls and Procedures			36
Part II. Other Information
Item 1.			Legal Proceedings			37
Item 1A.			Risk Factors			37
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			37
Item 5.			Other Information			37
Item 6.			Exhibits			38
Signatures						39

Cautionary Statement Under the Private Securities Litigation Reform Act

This quarterly report on Form 10-Q, including the “Overview,” “Results of Operations” and “Liquidity and Capital Resources” sections of this Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements may relate to, among other things, the Company’s business strategy, outlook and the assumptions underlying these expectations, plant and equipment capacity for future growth, planned production, anticipated future acquisition behavior and capital deployment, inventory recalibration and future order stabilization and lead time, expectations regarding market sector contraction, recovery, stabilization or growth, availability and sufficiency of cash and financing alternatives, the anticipated benefits of the Company’s recent acquisitions and the expected timing for the closing of the Mott Corporation acquisition, and are indicated by words or phrases such as “anticipates,” “estimates,” “plans,” “guidance,” “expects,” “projects,” “forecasts,” “should,” “could,” “will,” “management believes,” “the Company believes,” “the Company intends” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this report.

The risks and uncertainties include, but are not limited to, the following: levels of industrial activity and economic conditions in the U.S. and other countries around the world, including uncertainties in the financial markets; pricing pressures, including inflation and rising interest rates, and other competitive factors and levels of capital spending in certain industries; the impact of catastrophic weather events, natural disasters and public health threats; economic and political consequences resulting from terrorist attacks and wars; the Company’s ability to make acquisitions and to integrate and operate acquired businesses on a profitable basis; cybersecurity incidents; the relationship of the U.S. dollar to other currencies and its impact on pricing and cost competitiveness; political and economic conditions in foreign countries in which the Company operates; developments with respect to trade policy and tariffs; interest rates; capacity utilization and the effect this has on costs; labor markets; supply chain conditions; market conditions and material costs; risks related to environmental, social and corporate governance issues, including those related to climate change and sustainability; and developments with respect to contingencies, such as litigation and environmental matters.

Additional factors that could cause actual results to differ materially from those reflected in the forward-looking statements include, but are not limited to, the risks discussed in the “Risk Factors” section included in the Company’s most recent annual report on Form 10-K and the Company’s subsequent quarterly reports filed with the Securities and Exchange Commission (“SEC”) and the other risks discussed in the Company’s filings with the SEC. The forward-looking statements included here are only made as of the date of this report, and management undertakes no obligation to publicly update them to reflect subsequent events or circumstances, except as may be required by law. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented here.

PART I. FINANCIAL INFORMATION

IDEX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in millions, except per share amounts)

(unaudited)

			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Net sales			$	807.2					$	846.2					$	1,607.7					$	1,691.6
Cost of sales			440.4						468.2						883.5						931.1
Gross profit			366.8						378.0						724.2						760.5
Selling, general and administrative expenses			182.8						174.3						377.9						364.0
Restructuring expenses and asset impairments			1.3						3.6						2.4						4.1
Operating income			182.7						200.1						343.9						392.4
Gain on sale of business			(4.6)						—						(4.6)						—
Other expense (income) – net			—						8.3						(2.7)						7.7
Interest expense – net			8.1						13.3						17.5						26.4
Income before income taxes			179.2						178.5						333.7						358.3
Provision for income taxes			38.0						40.0						71.2						80.0
Net income			141.2						138.5						262.5						278.3
Net loss attributable to noncontrolling interest			0.1						0.1						0.2						0.1
Net income attributable to IDEX			$	141.3					$	138.6					$	262.7					$	278.4
Earnings per common share:
Basic earnings per common share attributable to IDEX			$	1.86					$	1.83					$	3.46					$	3.68
Diluted earnings per common share attributable to IDEX			$	1.86					$	1.82					$	3.46					$	3.66
Share data:
Basic weighted average common shares outstanding			75.7						75.6						75.7						75.6
Diluted weighted average common shares outstanding			75.9						75.9						75.9						75.9

See Notes to Condensed Consolidated Financial Statements

IDEX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

(unaudited)

			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Net income			$	141.2					$	138.5					$	262.5					$	278.3
Other comprehensive (loss) income:
Pension and other postretirement adjustments, net of tax			(0.2)						(0.9)						(0.3)						(0.5)
Cumulative translation adjustment			(6.0)						2.3						(70.3)						38.9
Other comprehensive (loss) income			(6.2)						1.4						(70.6)						38.4
Comprehensive income			135.0						139.9						191.9						316.7
Comprehensive loss attributable to noncontrolling interest			0.1						0.1						0.2						0.1
Comprehensive income attributable to IDEX			$	135.1					$	140.0					$	192.1					$	316.8

See Notes to Condensed Consolidated Financial Statements

IDEX CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except per share amounts)

(unaudited)

			June 30, 2024						December 31, 2023
ASSETS
Current assets
Cash and cash equivalents			$	700.7					$	534.3
Receivables – net			426.2						427.8
Inventories – net			427.9						420.8
Other current assets			74.7						63.4
Total current assets			1,629.5						1,446.3
Property, plant and equipment – net of accumulated depreciation of $564.8 and $545.7, respectively			419.1						430.3
Goodwill			2,787.2						2,838.3
Intangible assets – net			930.9						1,011.8
Other noncurrent assets			136.6						138.5
Total assets			$	5,903.3					$	5,865.2
LIABILITIES AND EQUITY
Current liabilities
Trade accounts payable			$	172.4					$	179.7
Accrued expenses			252.0						271.5
Current portion of long-term borrowings			0.6						0.6
Dividends payable			52.4						48.5
Total current liabilities			477.4						500.3
Long-term borrowings – net			1,297.3						1,325.1
Deferred income taxes			281.3						291.9
Other noncurrent liabilities			193.9						206.7
Total liabilities			2,249.9						2,324.0
Commitments and contingencies (Note 14)
Shareholders’ equity
Preferred stock:
Authorized: 5.0 million shares, $.01 per share par value; Issued: None			—						—
Common stock:
Authorized: 150.0 million shares, $.01 per share par value
Issued: 90.1 million shares at both June 30, 2024 and December 31, 2023			0.9						0.9
Treasury stock at cost: 14.2 million shares at June 30, 2024 and 14.3 million shares at December 31, 2023			(1,179.1)						(1,187.0)
Additional paid-in capital			855.9						839.0
Retained earnings			4,092.5						3,934.3
Accumulated other comprehensive loss			(116.4)						(45.8)
Total shareholders’ equity			3,653.8						3,541.4
Noncontrolling interest			(0.4)						(0.2)
Total equity			3,653.4						3,

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The following discussion and analysis should be read in conjunction with the Condensed Consolidated Financial Statements and related notes in this quarterly report. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. The Company’s actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under Item 1A, “Risk Factors” in the Company’s most recent annual report on Form 10-K and under the heading “Cautionary Statement Under the Private Securities Litigation Reform Act” discussed elsewhere in this quarterly report.

This discussion includes certain non-GAAP financial measures that have been defined and reconciled to the most directly comparable financial measure prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) under the headings “Non-GAAP Disclosures” and “Free Cash Flow.” This discussion also includes Operating working capital, which has been defined under the heading “Liquidity and Capital Resources.” The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures prepared in accordance with U.S. GAAP. The financial results prepared in accordance with U.S. GAAP and the reconciliations from these results should be carefully evaluated.

Overview

IDEX is an applied solutions provider specializing in the manufacturing of fluid and metering technologies, health and science technologies and fire, safety and other diversified products built to customers’ specifications. IDEX’s products are sold in niche markets across a wide range of industries throughout the world. Accordingly, IDEX’s businesses are affected by levels of industrial activity and economic conditions in the U.S. and in other countries where it does business, as well as by the relationship of the U.S. dollar to other currencies. Levels of capacity utilization and capital spending in certain markets and overall industrial activity are important factors that influence the demand for IDEX’s products.

Second Quarter Highlights

Select key financial results for the three months ended June 30, 2024 when compared to the same period in the prior year are as follows:

			Three Months Ended June 30,
(Dollars in millions, except per share amounts)			2024						2023						% / bps Change
Net sales			$	807.2					$	846.2					(5%)
Change in organic net sales*															(4%)
Gross profit**(1)**			366.8						378.0						(3%)
Net income attributable to IDEX			141.3						138.6						2%
Adjusted net income attributable to IDEX*			156.1						165.4						(6%)
Adjusted EBITDA*			224.2						240.7						(7%)
Diluted EPS attributable to IDEX			1.86						1.82						2%
Adjusted diluted EPS attributable to IDEX*			2.06						2.18						(6%)
Cash flows from operating activities			133.6						141.2						(5)%
Free cash flow*			117.7						119.6						(2)%
Gross margin**(1)**			45.4%						44.7%						70 bps
Net income margin			17.5%						16.4%						110 bps
Adjusted EBITDA margin*			27.8%						28.4%						(60) bps

*These are non-GAAP measures. See the definitions of these non-GAAP measures and reconciliations to their most directly comparable GAAP financial measures under the headings “Non-GAAP Disclosures” and “Free Cash Flow.”

(1) There were no non-GAAP adjustments during the three months ended June 30, 2024 or 2023, respectively, to Gross profit or Gross margin.

During the three months ended June 30, 2024, the Company delivered solid operating performance, despite challenging market headwinds. Continued market softness, largely within the Health & Science Technologies segment, resulted in lower sales volumes, which were partly offset by strong price/cost and productivity across all segments.

Results of Operations

The following is a discussion and analysis of the Company’s results of operations for the three and six months ended June 30, 2024 compared with the three and six months ended June 30, 2023.

			Three Months Ended June 30,																		Six Months Ended June 30,
(Dollars in millions, except per share amounts)			2024						2023						% / bps Change						2024						2023						% / bps Change
Net sales			$	807.2					$	846.2					(5		%)				$	1,607.7					$	1,691.6					(5		%)
Cost of sales			440.4						468.2						(6		%)				883.5						931.1						(5		%)
Gross profit			366.8						378.0						(3		%)				724.2						760.5						(5		%)
Gross margin			45.4		%				44.7		%				70 bps						45.0		%				45.0		%				0 bps
Selling, general and administrative expenses			182.8						174.3						5		%				377.9						364.0						4		%
Restructuring expenses and asset impairments			1.3						3.6						(64		%)				2.4						4.1						(41		%)
Operating income			182.7						200.1						(9		%)				343.9						392.4						(12		%)
Gain on sale of business			(4.6)						—						100		%				(4.6)						—						100		%
Other expense (income) – net			—						8.3						(100		%)				(2.7)						7.7						(135		%)
Interest expense – net			8.1						13.3						(39		%)				17.5						26.4						(34		%)
Income before income taxes			179.2						178.5						—		%				333.7						358.3						(7		%)
Provision for income taxes			38.0						40.0						(5		%)				71.2						80.0						(11		%)
Effective tax rate			21.2		%				22.4		%				(120) bps						21.4		%				22.3		%				(90) bps
Net income attributable to IDEX			$	141.3					$	138.6					2		%				$	262.7					$	278.4					(6		%)
Diluted earnings per common share attributable to IDEX			$	1.86					$	1.82					2		%				$	3.46					$	3.66					(5		%)

Net Sales

Net sales for both the three and six months ended June 30, 2024 decreased 5% as compared to the same prior year periods. Organic net sales for the same periods decreased 4% and 5%, respectively, as a result of lower volumes, largely as a result of market conditions in the Health & Science Technologies businesses, partially offset by price capture across all segments.

In the three months ended June 30, 2024, net sales decreased 4% domestically and 5% internationally. In the six months ended June 30, 2024, net sales decreased 4% domestically and 6% internationally. Sales to customers outside the U.S. were approximately 50% of total sales in each of the three and six months ended June 30, 2024 and 2023.

Gross Profit and Gross Margin

Gross profit decreased for both the three and six months ended June 30, 2024, primarily due to lower volume leverage, unfavorable mix and higher employee-related costs, partially offset by strong price/cost and favorable operational productivity. Gross margin increased for the three months ended June 30, 2024 and was flat for the six months ended June 30, 2024. The negative impacts of lower volume leverage, unfavorable mix and higher-employee related costs on gross margin were offset by the positive impacts of strong price/cost and favorable operational productivity.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three and six months ended June 30, 2024 increased primarily due to the $2.1 million and $5.6 million impact from acquisitions, net of divestitures, including amortization, respectively, as well as increased professional services and discretionary spending as compared to the same prior year periods.

Restructuring Expenses and Asset Impairments

Restructuring expenses and asset impairments decreased in the three and six months ended June 30, 2024 primarily due to lower severance costs compared with the same periods in 2023. Severance costs were incurred in conjunction with cost mitigation efforts as a result of market conditions.

Gain on Sale of Business

During the three and six months ended June 30, 2024, the Company completed the sale of Alfa Valvole, Srl (“Alfa Valvole”) for proceeds of $45.5 million, net of cash remitted, resulting in a gain on the sale of $4.6 million, net of a release of cumulative foreign currency translation losses of $5.5 million. For additional information regarding the divestiture of Alfa Valvole, refer to Note 2, “Acquisitions and Divestitures,” in the Notes to Condensed Consolidated Financial Statements.

Other Expense (Income) – Net

Other expense (income) – net for the three and six months ended June 30, 2024 benefited from the absence of a $7.7 million credit loss reserve on a note receivable from a collaborative partner that did not reoccur during 2024. Additionally, the current year periods benefited from a favorable impact of foreign currency transactions as compared to the same prior year periods.

Interest Expense – Net

Interest expense – net for the three and six months ended June 30, 2024 decreased compared to the same periods in 2023 due to a decrease in the amount of debt outstanding and higher interest earned on cash balances in 2024, partially offset by increases in interest rates on outstanding debt, which increased interest expense by approximately $0.6 million and $1.4 million for the three and six months ended June 30, 2024, respectively.

Income Taxes

The Company’s provision for income taxes is based upon estimated annual tax rates for the year applied to federal, state and foreign income. The effective tax rate was 21.2% and 21.4% for the three and six months ended June 30, 2024, respectively, as compared to 22.4% and 22.3% during the same periods in 2023, respectively. The decrease in effective tax rate during the three and six months ended June 30, 2024 was primarily due to benefits realized in the second quarter of 2024 related to the finalization of prior years’ research and development tax incentives with taxing authorities in a foreign jurisdiction. The decrease in the effective tax rate during the six months ended June 30, 2024 also reflected the finalization of tax impacts of a previously recorded legal entity restructuring.

In October 2021, members of the Organization for Economic Co-operation and Development (“OECD”) and G20 Inclusive Framework on Base Erosion and Profit Shifting agreed to a two-pillar solution to address the tax challenges associated with the digitalization of the economy. In December 2021, the OECD released the Pillar Two Model Rules (“Pillar Two”), which define the global minimum tax and call for the taxation of large corporations at a minimum rate of 15%. Although it is uncertain when and how the rules will be fully enacted into law, based on our initial assessment, nearly all of the jurisdictions in which the Company operates have an effective tax rate above the 15% threshold. Therefore, the Company does not expect a material impact from the Pillar Two income tax rules.

Results of Reportable Business Segments

The Company has three reportable segments: Fluid & Metering Technologies (“FMT”), Health & Science Technologies (“HST”) and Fire & Safety/Diversified Products (“FSDP”). For a detailed description of the operations within each segment, refer to Note 13, “Business Segments and Geographic Information,” in the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Management’s measurements of segment performance are Net sales, adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”) and Adjusted EBITDA margin.

The table below illustrates the share of Net sales and Adjusted EBITDA contributed by each segment on the basis of total segments (not total Company) for the three and six months ended June 30, 2024.

			Three Months Ended June 30, 2024																								Six Months Ended June 30, 2024
			FMT						HST						FSDP						Total						FMT						HST						FSDP						Total
Net sales as a percent of total			40		%				38		%				22		%				100		%				39		%				38		%				23		%				100		%
Adjusted EBITDA(1)			44		%				34		%				22		%				100		%				44		%				34		%				22		%				100		%

(1) Segment Adjusted EBITDA excludes the impact of unallocated corporate costs of $21.5 million and $51.4 million for the three and six months ended June 30, 2024, respectively.

Fluid & Metering Technologies Segment

			Three Months Ended June 30,																		Components of Change
(Dollars in millions)			2024						2023						Change						Organic						Acq/Div**(1)**						Foreign Currency						Total
Domestic sales			$	181.2					$	180.7					—%
International sales			138.2						144.4						(4%)
Net sales			$	319.4					$	325.1					(2%)						—%						(1%)						(1%)						(2%)
Adjusted EBITDA			107.7						114.1						(6%)						(4%)						(1%)						(1%)						(6%)
Adjusted EBITDA margin			33.7		%				35.1		%				(140) bps						(140) bps						—						—						(140) bps

			Six Months Ended June 30,																		Components of Change
(Dollars in millions)			2024						2023						Change						Organic						Acq/Div**(1)**						Foreign Currency						Total
Domestic sales			$	353.8					$	357.5					(1%)
International sales			279.3						289.4						(3%)
Net sales			$	633.1					$	646.9					(2%)						(1%)						—						(1%)						(2%)
Adjusted EBITDA			213.1						220.3						(3%)						(2%)						—						(1%)						(3%)
Adjusted EBITDA margin			33.7		%				34.1		%				(40) bps						(40) bps						—						—						(40) bps

(1) Divestitures included Alfa Valvole, sold in June 2024.

• Organic net sales were flat and slightly down for the three and six months ended June 30, 2024, respectively, as compared to the same prior year periods. Both the quarter and year to date results were negatively impacted by lower volumes, primarily in the industrial market. The impact of lower volumes was offset by price capture in both the three and six months ended June 30, 2024.

• Adjusted EBITDA margin for the three and six months ended June 30, 2024 decreased primarily due to higher discretionary spending, lower volume leverage and higher employee-related costs, partially offset by strong price/cost and favorable operational productivity. The six months ended June 30, 2024 were also negatively impacted by unfavorable mix.

Health & Science Technologies Segment

			Three Months Ended June 30,																		Components of Change
(Dollars in millions)			2024						2023						Change						Organic						Acq/Div**(1)**						Foreign Currency						Total
Domestic sales			$	141.8					$	148.5					(5%)
International sales			162.0						191.0						(15%)
Net sales			303.8						339.5						(11%)						(11%)						—						—						(11%)
Adjusted EBITDA			84.2						93.7						(10%)						(12%)						2%						—						(10%)
Adjusted EBITDA margin			27.7		%				27.6		%				10 bps						(20) bps						30 bps						—						10 bps

			Six Months Ended June 30,																		Components of Change
(Dollars in millions)			2024						2023						Change						Organic						Acq/Div**(1)**						Foreign Currency						Total
Domestic sales			$	280.7					$	298.1					(6%)
International sales			333.2						392.4						(15%)
Net sales			$	613.9					$	690.5					(11%)						(12%)						1%						—						(11%)
Adjusted EBITDA			165.6						194.4						(15%)						(17%)						2%						—						(15%)
Adjusted EBITDA margin			27.0		%				28.2		%				(120) bps						(160) bps						40 bps						—						(120) bps

(1) Acquisitions included Iridian Spectral Technologies acquired in May 2023 and STC Material Solutions acquired in December 2023. Divestitures included Micropump, Inc. sold in August 2023 and Novotema, SpA sold in December 2023.

• Organic net sales for the three and six months ended June 30, 2024 were negatively impacted by lower volumes driven by continued broad based market softness, which began in the second half of 2023. This decrease was partially offset by price capture.

• Excluding the net accretive impact of acquisitions and divestitures, Adjusted EBITDA margin for the three and six months ended June 30, 2024 decreased primarily due to lower volume leverage, unfavorable mix and higher employee-related costs, partially offset by favorable operational productivity, strong price/cost and lower discretionary spending.

Fire & Safety/Diversified Products Segment

			Three Months Ended June 30,																		Components of Change
(Dollars in millions)			2024						2023						Change						Organic						Acq/Div						Foreign Currency						Total
Domestic sales			$	84.5					$	96.7					(13%)
International sales			100.9						88.1						15%
Net sales			185.4						184.8						—%						1%						—						(1%)						—%
Adjusted EBITDA			53.8						54.5						(1%)						—%						—						(1%)						(1%)
Adjusted EBITDA margin			29.0		%				29.4		%				(40) bps						(30) bps						—						(10) bps						(40) bps

			Six Months Ended June 30,																		Components of Change
(Dollars in millions)			2024						2023						Change						Organic						Acq/Div						Foreign Currency						Total
Domestic sales			$	170.6					$	186.1					(8%)
International sales			192.8						173.1						11%
Net sales			$	363.4					$	359.2					1%						1%						—						—						1%
Adjusted EBITDA			105.2						104.2						1%						1%						—						—						1%
Adjusted EBITDA margin			28.9		%				29.0		%				(10) bps						(10) bps						—						—						(10) bps

• Organic net sales for the three and six months ended June 30, 2024 were positively impacted by price capture across all markets, which more than offset the impact of slightly lower volumes as compared to the same prior year periods.

• Excluding the dilutive impact of foreign currency, Adjusted EBITDA margin for the three and six months ended June 30, 2024 decreased primarily due to higher employee-related costs and lower volume leverage, partially offset by strong price/cost. The three months ended June 30, 2024 also benefited from favorable operational productivity, while the six months ended June 30, 2024 were favorably impacted by mix.

Liquidity and Capital Resources

Liquidity

Based on management’s current expectations and currently available information, the Company believes current cash, cash from operations and cash available under the Revolving Facility will be sufficient to meet its cash requirements, including planned capital expenditures, interest and principal payments on all borrowings, pension and postretirement funding requirements, share repurchases and quarterly dividend payments to holders of the Company’s common stock for the foreseeable future. Additionally, in the event that suitable businesses are available for acquisition upon acceptable terms, the Company may obtain all or a portion of the financing for these acquisitions through the incurrence of additional borrowings. The Company believes that additional borrowings through various financing alternatives remain available, if required.

Select key liquidity metrics at June 30, 2024 are as follows:

(In millions)						June 30, 2024
Working capital						$	1,152.1
Current ratio						3.4 to 1
Cash and cash equivalents						$	700.7
Cash held outside of the United States						558.8
Revolving Facility capacity						$	800.0
Borrowings						78.1
Letters of credit						2.7
Revolving Facility availability						$	719.2

Operating Working Capital

Operating working capital, calculated as Receivables – net plus Inventories – net minus Trade accounts payable, is used by management as a measurement of operational results as well as the short-term liquidity of the Company. The following table details Operating working capital as of June 30, 2024 and December 31, 2023:

(In millions)						June 30, 2024						December 31, 2023						Change						Organic Change
Receivables – net						$	426.2					$	427.8					$	(1.6)					$	11.9
Inventories – net						427.9						420.8						7.1						19.6
Less: Trade accounts payable						172.4						179.7						(7.3)						(0.9)
Operating working capital						$	681.7					$	668.9					$	12.8					$	32.4

Operating working capital increased $12.8 million to $681.7 million at June 30, 2024. Acquisitions, divestitures and foreign currency translation decreased Operating working capital by $19.6 million during the six months ended June 30, 2024. Apart from these items, receivables increased due to strong price capture, which more than offset the impact of lower volumes and inventories increased to support planned production.

Cash Flow Summary

The following table is derived from the Condensed Consolidated Statements of Cash Flows:

						Six Months Ended June 30,
(In millions)						2024						2023
Net cash flows provided by (used in):
Operating activities						$	290.2					$	289.1
Investing activities						11.7						(176.6)
Financing activities						(118.2)						(92.0)

Operating Activities

Cash flows provided by operating activities increased $1.1 million to $290.2 million in the six months ended June 30, 2024 primarily due to lower cash payments including payments for variable compensation and lower tax payments in 2024 compared to the prior year, largely offset by lower earnings in 2024 compared to the prior year and higher investments in working capital driven by higher inventory purchases to support planned production and increased receivables due to strong price capture.

Investing Activities

Cash flows provided by investing activities increased during the six months ended June 30, 2024 as the six months ended June 30, 2024 included the proceeds received of $45.5 million from the sale of Alfa Valvole in June 2024. The six months ended June 30, 2023 included the purchase of Iridian Spectral Technologies for $110.3 million as well as the purchase of marketable securities of $19.1 million, which did not reoccur during the six months ended June 30, 2024. Additionally, the six months ended June 30, 2023 included higher capital expenditures of $48.2 million, as compared to $35.9 million in the six months ended June 30, 2024.

Financing Activities

Cash flows used in financing activities primarily consisted of dividends of $100.7 million and $93.9 million paid to common shareholders during the six months ended June 30, 2024 and 2023, respectively. Additionally, the Company repaid $25.0 million of the $50.0 million previously outstanding under the Term Facility during the six months ended June 30, 2024.

Free Cash Flow

The Company believes free cash flow, a non-GAAP measure, is an important measure of performance because it provides a measurement of cash generated from operations that is available for payment obligations such as operating cash requirements, planned capital expenditures, interest and principal payments on all borrowings, pension and postretirement funding requirements and quarterly dividend payments to holders of the Company’s common stock as well as for funding acquisitions and share repurchases. Free cash flow is calculated as cash flows provided by operating activities less capital expenditures.

The following table reconciles cash flows provided by operating activities to free cash flow:

						Six Months Ended June 30,
(Dollars in millions)						2024						2023
Cash flows provided by operating activities						$	290.2					$	289.1
Less: capital expenditures						35.9						48.2
Free cash flow						$	254.3					$	240.9

The increase in free cash flow for the six months ended June 30, 2024 as compared to 2023 is primarily due to lower capital expenditures in 2024 compared with the six months ended June 30, 2023.

Cash Requirements

Mott Corporation Pending Acquisition

On July 23, 2024, the Company entered into a definitive agreement to acquire Mott Corporation and its subsidiaries for cash consideration of $1.0 billion, subject to customary adjustments. The acquisition is expected to be funded using a combination of cash on hand, borrowings under the Company’s Revolving Credit Facility and potential debt issuance. For additional information regarding the Company’s pending acquisition of Mott Corporation, refer to Note 2, “Acquisitions and Divestitures,” in the Notes to Condensed Consolidated Financial Statements.

Subterra AI Acquisition

On July 25, 2024, the Company acquired Subterra AI, Inc. (“Subterra AI”) for cash consideration of $7.5 million. For additional information regarding the Company’s acquisition of Subterra AI, refer to Note 2, “Acquisitions and Divestitures,” in the Notes to Condensed Consolidated Financial Statements.

Capital Expenditures

Capital expenditures generally include machinery and equipment that support growth and improved productivity, tooling, business system technology, replacement of equipment and investments in new facilities. The Company believes it has sufficient operating cash flows to continue to meet current obligations and invest in planned capital expenditures. Cash flows from operations were more than adequate to fund capital expenditures of $35.9 million and $48.2 million in the first six months of 2024 and 2023, respectively.

Share Repurchases

There were no share repurchases during the six months ended June 30, 2024. During the six months ended June 30, 2023, the Company repurchased 5,400 shares at a cost of $1.1 million, of which $0.1 million was settled in July 2023. As of June 30, 2024, the amount of share repurchase authorization remaining was $539.7 million. For additional information regarding the Company’s share repurchase program, refer to Note 11, “Share Repurchases,” in the Notes to Condensed Consolidated Financial Statements.

Dividends

Total dividend payments to common shareholders were $100.7 million during the six months ended June 30, 2024 compared with $93.9 million during the six months ended June 30, 2023.

Covenants

The key financial covenants that the Company is required to maintain in connection with the Revolving Facility, the Term Facility, the 3.37% Senior Notes and the 5.13% Senior Notes, are a minimum interest coverage ratio of 3.0 to 1 and a maximum leverage ratio of 3.50 to 1. At June 30, 2024, the Company was in compliance with these financial covenants, as the Company’s interest coverage ratio was 18.73 to 1 for covenant calculation purposes and the leverage ratio was 1.50 to 1. There are no financial covenants relating to the 2.625% Senior Notes or the 3.00% Senior Notes; however, both are subject to cross-default provisions.

Credit Ratings

The Company’s credit ratings, which were independently developed by the following credit agencies, are detailed below:

• S&P Global Ratings reaffirmed the Company’s corporate credit rating of BBB (stable outlook) in August 2023.

• Moody’s Investors Service affirmed the Company’s corporate credit rating of Baa2 (stable outlook) in December 2021.

• Fitch Ratings reaffirmed the Company’s corporate credit rating of BBB+ (stable outlook) in June 2024.

Off-Balance Sheet Arrangements

The Company had $21.2 million of letters of credit as of June 30, 2024, primarily issued as security for insurance and other performance obligations. Of the $21.2 million of letters of credit, only $2.7 million reduced the Company’s borrowing capacity under the Revolving Facility as of June 30, 2024.

Except as disclosed above, the Company has no off-balance sheet arrangements that currently have or are reasonably likely to have a material effect on the Company’s consolidated financial condition, changes in financial condition, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Estimates

There have been no changes to the Company’s critical accounting estimates described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Non-GAAP Disclosures

Set forth below are reconciliations of Organic net sales, Adjusted gross profit, Adjusted gross margin, Adjusted net income attributable to IDEX, Adjusted diluted earnings per share (“EPS”) attributable to IDEX, Consolidated Adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”) and Consolidated Adjusted EBITDA margin to their respective most directly comparable U.S. GAAP measure. Management uses these metrics to measure performance of the Company since they exclude items that are not reflective of ongoing operations, as identified in the reconciliations below. Management also supplements its U.S. GAAP financial statements with adjusted information to provide investors with greater insight, transparency and a more comprehensive understanding of the information used by management in its financial and operational decision making.

Management uses Adjusted EBITDA as its principal measure of segment performance, and believes it is a useful indicator of the strength and performance of the Company and its segments’ ongoing business operations, as well as a way for investors to evaluate and compare operating performance and value companies within the Company’s industry. Management believes that Adjusted EBITDA margin is useful for the same reason as Adjusted EBITDA. The definition of Adjusted EBITDA used here may differ from that used by other companies.

This report also references free cash flow. This non-GAAP measure is discussed and reconciled to its most directly comparable GAAP measure in the section above titled “Free Cash Flow.”

The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures prepared in accordance with U.S. GAAP. Due to rounding, numbers presented throughout this and other documents may not recalculate precisely. The financial results prepared in accordance with U.S. GAAP and the reconciliations from these results should be carefully evaluated.

All table footnotes can be found at the end of this Non-GAAP Disclosures section.

1. Reconciliations of the Change in Net Sales to Organic Net Sales
			FMT						HST						FSDP						IDEX
			Three Months Ended June 30, 2024
Change in net sales			(2		%)				(11		%)				—		%				(5		%)
Less:
Net impact from acquisitions/divestitures(1)			(1		%)				—		%				—		%				—		%
Impact from foreign currency			(1		%)				—		%				(1		%)				(1		%)
Change in organic net sales			—		%				(11		%)				1		%				(4		%)
			Six Months Ended June 30, 2024
Change in net sales			(2		%)				(11		%)				1		%				(5		%)
Less:
Net impact from acquisitions/divestitures(1)			—		%				1		%				—		%				—		%
Impact from foreign currency			(1		%)				—		%				—		%				—		%
Change in organic net sales			(1		%)				(12		%)				1		%				(5		%)

2. Reconciliations of Reported-to-Adjusted Gross Profit and Gross Margin (dollars in millions)
			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Gross profit			$	366.8					$	378.0					$	724.2					$	760.5
Fair value inventory step-up charges			—						—						2.5						—
Adjusted gross profit			$	366.8					$	378.0					$	726.7					$	760.5
Net sales			$	807.2					$	846.2					$	1,607.7					$	1,691.6
Gross margin			45.4		%				44.7		%				45.0		%				45.0		%
Adjusted gross margin			45.4		%				44.7		%				45.2		%				45.0		%

3. Reconciliations of Reported-to-Adjusted Net Income Attributable to IDEX and Diluted EPS Attributable to IDEX (in millions, except for per share amounts)
			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Reported net income attributable to IDEX			$	141.3					$	138.6					$	262.7					$	278.4
Fair value inventory step-up charges			—						—						2.5						—
Tax impact on fair value inventory step-up charges			—						—						(0.5)						—
Restructuring expenses and asset impairments			1.3						3.6						2.4						4.1
Tax impact on restructuring expenses and asset impairments			(0.3)						(0.8)						(0.6)						(0.9)
Gain on sale of business			(4.6)						—						(4.6)						—
Tax impact on gain of sale of business			—						—						—						—
Credit loss on note receivable from collaborative partner(2)			—						7.7						—						7.7
Tax impact on credit loss on note receivable from collaborative partner			—						(1.6)						—						(1.6)
Acquisition-related intangible asset amortization			23.9						23.2						48.5						46.8
Tax impact on acquisition-related intangible asset amortization			(5.5)						(5.3)						(11.1)						(10.5)
Adjusted net income attributable to IDEX			$	156.1					$	165.4					$	299.3					$	324.0
Reported diluted EPS attributable to IDEX			$	1.86					$	1.82					$	3.46					$	3.66
Fair value inventory step-up charges			—						—						0.03						—
Tax impact on fair value inventory step-up charges			—						—						(0.01)						—
Restructuring expenses and asset impairments			0.02						0.05						0.03						0.06
Tax impact on restructuring expenses and asset impairments			—						(0.01)						(0.01)						(0.01)
Gain on sale of business			(0.06)						—						(0.06)						—
Tax impact on gain of sale of business			—						—						—						—
Credit loss on note receivable from collaborative partner(2)			—						0.10						—						0.10
Tax impact on credit loss on note receivable from collaborative partner			—						(0.02)						—						(0.02)
Acquisition-related intangible asset amortization			0.31						0.31						0.64						0.62
Tax impact on acquisition-related intangible asset amortization			(0.07)						(0.07)						(0.14)						(0.14)
Adjusted diluted EPS attributable to IDEX			$	2.06					$	2.18					$	3.94					$	4.27
Diluted weighted average shares outstanding			75.9						75.9						75.9						75.9

4. Reconciliations of Net Income to Adjusted EBITDA (dollars in millions)
			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Reported net income			$	141.2					$	138.5					$	262.5					$	278.3
Provision for income taxes			38.0						40.0						71.2						80.0
Interest expense – net			8.1						13.3						17.5						26.4
Gain on sale of business			(4.6)						—						(4.6)						—
Depreciation			16.3						14.4						32.5						27.2
Amortization			23.9						23.2						48.5						46.8
Fair value inventory step-up charges			—						—						2.5						—
Restructuring expenses and asset impairments			1.3						3.6						2.4						4.1
Credit loss on note receivable from collaborative partner(2)			—						7.7						—						7.7
Adjusted EBITDA			$	224.2					$	240.7					$	432.5					$	470.5
Adjusted EBITDA Components
FMT			$	107.7					$	114.1					$	213.1					$	220.3
HST			84.2						93.7						165.6						194.4
FSDP			53.8						54.5						105.2						104.2
Corporate and other			(21.5)						(21.6)						(51.4)						(48.4)
Total Adjusted EBITDA			$	224.2					$	240.7					$	432.5					$	470.5
Net sales			$	807.2					$	846.2					$	1,607.7					$	1,691.6
Net income margin			17.5		%				16.4		%				16.3		%				16.4		%
Adjusted EBITDA margin			27.8		%				28.4		%				26.9		%				27.8		%

(1) Represents the sales from acquired or divested businesses during the first 12 months of ownership or prior to divestiture.

(2) Represents a reserve on an investment with a collaborative partner recorded in Other expense (income) – net during the three and six months ended June 30, 2023. During the fourth quarter of 2023, the Company converted the promissory note receivable from the collaborative partner to equity, resulting in a cost method investment with zero value.