IDEX CORP /DE/ - 10-Q Quarterly Report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-Q

(MARK ONE)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTER ENDED SEPTEMBER 30, 2002

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 (I.R.S. Employer
incorporation or organization) Identification No.)

630 DUNDEE ROAD, NORTHBROOK, ILLINOIS 60062
(Address of principal executive offices) (Zip Code)

Registrant's telephone number: (847) 498-7070

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

Yes [X] No [ ]

Number of shares of common stock of IDEX Corporation outstanding as of
October 31, 2002: 32,458,881.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

IDEX CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)

See Notes to Consolidated Financial Statements.

1

IDEX CORPORATION AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

See Notes to Consolidated Financial Statements.

2

IDEX CORPORATION AND SUBSIDIARIES

STATEMENT OF CONSOLIDATED SHAREHOLDERS' EQUITY
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)

See Notes to Consolidated Financial Statements.

3

IDEX CORPORATION AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

See Notes to Consolidated Financial Statements.

4

IDEX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

1. BUSINESS

IDEX is a leading global manufacturer of fluid handling products and other
specialized industrial equipment. We manufacture an extensive array of
engineered industrial products sold to customers in a variety of industries
around the world. The Company believes that each of its principal business units
holds the number-one or number-two market share position in the niche markets it
serves. The Company believes that its financial performance has been
attributable to its expertise in designing and manufacturing quality products,
coupled with its ability to identify and successfully integrate strategic
acquisitions. IDEX reports results in three segments: Pump Products Group,
Dispensing Equipment Group, and Other Engineered Products Group.

Pump Products Group. The Pump Products Group produces a wide variety of
pumps, compressors, flow meters and related controls for the movement of
liquids, air and gases. The devices and equipment produced by this group are
used by a large and diverse set of industries including chemical processing,
machinery, water treatment, medical equipment, liquid petroleum gas
distribution, oil and refining, food and beverage, biotech, and drug processing.
The seven business units that comprise this group are Gast Manufacturing, Liquid
Controls, Micropump, Pulsafeeder, Rheodyne, Viking Pump and Warren Rupp.

Dispensing Equipment Group. The Dispensing Equipment Group produces highly
engineered equipment for dispensing, metering and mixing colorants, paints, inks
and dyes; refinishing equipment; and centralized lubrication systems. This
equipment is used in a variety of retail and commercial industries around the
world. This group provides equipment, systems, and service for applications such
as tinting paints and coatings, industrial and automotive refinishing, and the
precise lubrication of machinery and transportation equipment. The three
business units that comprise this group are FAST, Fluid Management and
Lubriquip.

Other Engineered Products Group. The Other Engineered Products Group
produces engineered banding and clamping devices, firefighting pumps and rescue
tools, and other components and systems for the fire and rescue industry. The
high-quality stainless steel bands, buckles and preformed clamps and related
installation tools are used in a wide variety of industrial and commercial
applications. The group also includes the world's leading manufacturer of
truck-mounted fire pumps and rescue tool systems used by public and private fire
and rescue organizations. The two business units that comprise this group are
Band-It and Hale Products.

2. SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation. The consolidated financial statements include
the Company and its subsidiaries. Significant intercompany transactions and
accounts have been eliminated.

Use of Estimates. The preparation of financial statements in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, disclosure of contingent asset and liabilities, and
reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.

Revenue Recognition. IDEX recognizes revenue from product sales upon
shipment. Customary terms are FOB shipping point. The Company, based on its
experience, estimates and records provisions for sales returns, sales allowances
and original warranties in the period the related products are sold.

Cash Equivalents. The Company considers all highly liquid debt instruments
purchased with a maturity of three or fewer months to be cash equivalents.

Inventories. Inventories are stated at the lower of cost or market. Cost,
which includes labor, material and factory overhead, is determined on the
first-in, first-out (FIFO) basis or the last-in, first-out (LIFO)

5

IDEX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

basis. Generally for other than newly introduced products, a reserve for excess
inventory is recorded for inventory on hand in excess of one year of historical
usage. An obsolescence reserve is recorded for inventory made obsolete by
marketplace, product or engineering changes.

Debt Expenses. Expenses incurred in securing and issuing debt are
amortized over the life of the related debt.

Depreciation and Amortization. Depreciation is recorded using the
straight-line method. The estimated useful lives used in the computation of
depreciation are as follows:

Land improvements........................................... 10 to 12 years
Buildings and improvements.................................. 3 to 30 years
Machinery and equipment and engineering drawings............ 3 to 12 years
Office and transportation equipment......................... 3 to 10 years

Identifiable intangible assets are amortized over their estimated useful
lives using the straight-line method. Cost in excess of net assets acquired is
amortized over a period of 30 to 40 years for periods prior to 2002.

The carrying amount of all long-lived assets is evaluated periodically to
determine if adjustment to the depreciation or amortization period or to the
unamortized balance is warranted. This evaluation is based on the expected
utilization of the long-lived assets and the projected, undiscounted cash flows
of the operations in which the long-lived assets are used.

Research and Development Expenditures. Costs associated with research and
development are expensed in the year incurred and included in cost of sales.

Reclassifications. Certain amounts in the prior year's financial
statements have been reclassified to conform to the current year presentation.

6

IDEX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

3. BUSINESS SEGMENTS

Information on IDEX's business segments is presented below, based on the
nature of products and services offered. IDEX evaluates performance based on
several factors, of which operating income is the primary financial measure. The
accounting policies of the business segments are described in Note 2.
Intersegment sales are accounted for at fair value as if the sales were to third
parties.

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(1) IDEX discontinued goodwill and trademark amortization as of January 1, 2002,
in accordance with SFAS No. 142 as further explained in Note 4. To
facilitate comparison of segment operating results, prior-period goodwill
and trademark amortization are treated as a corporate expense rather than a
segment cost and the information for 2001 was reclassified accordingly. The
restructuring charges of $107 (net of reversal amount of $1,221) and $5,661
in 2002 and 2001 nine-month periods, respectively, were not assigned to the
individual group segments. Had the Company allocated the 2002 restructuring
charge, it would have been assigned to the nine month period as follows:
Pump Products (income of $736), Dispensing Equipment (expense of $121) and
Other Engineered Products (expense of $722). Had the Company allocated the
2001 restructuring charge, the charge would have been assigned to the nine
month period as follows: Pump Products ($4,623), Dispensing Equipment ($592)
and Other Engineered Products ($446).

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IDEX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

4. NEW ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS
No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142 establishes the
accounting and reporting standards for intangible assets and goodwill. It
eliminates the amortization of goodwill and certain intangible assets to
earnings, but instead these assets should be reviewed periodically for
impairment. IDEX adopted SFAS No. 142 on January 1, 2002. After reviewing the
estimated fair market values, both in the aggregate and at its 11 individual
reporting units, no impairment to goodwill and other intangible assets was
recorded on January 1, 2002. Had the new pronouncement been adopted on January
1, 1999, IDEX's net income and EPS would have been as follows:

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." The standard requires companies to
recognize certain costs associated with exit or disposal activities when they
are incurred rather than at the date of a commitment to an exit or disposal
plan. SFAS No. 146 is to be applied prospectively to exit or disposal activities
initiated after December 31, 2002. The adoption of SFAS No. 146 is not expected
to impact the Company's financial position, liquidity, or results of operations.

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IDEX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

5. RESTRUCTURING CHARGE

IDEX took actions in 2002 and 2001 to downsize operations to lower its cost
structure. These steps, which were taken in three separate quarters, were
necessary to appropriately size the Company's production capacity to match the
declining levels of demand for a broad range of products. The restructuring
actions affected multiple employee groups in approximately twenty locations
across all 11 of our operating business units. No business activities or product
lines were abandoned. All costs of the restructuring activities were charged to
expense and included in the single caption "Restructuring Charge" on the face of
the Statements of Consolidated Operations. The restructuring charges included
employee severance, fringe benefits, outplacement fees, idle facility carrying
costs, lease termination costs, the loss on sale of equipment, and the loss on
disposal of two manufacturing facilities owned by the Company. Determination of
the restructuring charges was based on the estimated severance benefits paid to
terminated employees, the net book value of surplus assets less expected
proceeds and estimated other costs.

In June 2002, IDEX reversed $1,221 of accrued restructuring expenses
initially recorded during 2001. Of this reversal, $1,090 was attributable to the
fact that the Company was able to sell one manufacturing facility for more than
the appraisal value submitted by an independent appraiser at the time the
restructuring plan was adopted.

The restructuring costs are separately identified in the statement of
consolidated operations and resulted in the following charges to operations:

The balance sheet at September 30, 2002, and December 31, 2001, included
accrued restructuring costs of $1,936 and $5,479, respectively, in "accrued
expenses." Restructuring charges and spending associated with the restructuring
actions were as follows:

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IDEX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS AND NUMBER OF EMPLOYEES)
(UNAUDITED)

The deductions in 2002 were $2,604 cash and $1,046 non-cash. The non-cash
deductions in 2002 consisted of losses on sale of facilities and disposals of
fixed assets. There were no non-cash deductions in 2001. The cash requirements
for the restructuring plans did not have a significant impact on the Company's
liquidity. The restructuring actions resulted in the termination of 508
employees, both hourly and salaried, across all eleven business units,
representing approximately 12% of our labor force. The three restructurings
taking place in the first quarter 2001, fourth quarter 2001, and second quarter
2002 led to 250, 231, and 27 employee terminations, respectively. As of
September 30, 2002, substantially all employee terminations planned have been
completed. It is expected that the restructuring accrual will be fully utilized
by December 31, 2002. The estimated future usage is $1,195 in cash items
consisting primarily of severance payments to terminated employees who elected
to receive these benefits over time and $741 for non-cash items related to
expected losses on the disposal of fixed assets. All expenditures have been
funded with cash from operations.

The annualized savings from these actions are expected to exceed the total
restructuring charges recorded. These restructuring actions will result in
decreased employee costs and depreciation expense charged to cost of sales and
selling, general and administrative expense of approximately $12,000 and $8,000
per annum, respectively.

6. ACQUISITIONS

On October 2, IDEX acquired Wrightech Corporation based in Waukesha,
Wisconsin. Wrightech is a small manufacturer of stainless-steel positive
displacement pumps and replacement parts for the sanitary product marketplace.
This market includes beverage, food processing, pharmaceutical, cosmetics and
other industries that require sanitary processing. It will operate as part of
Viking Pump.

On July 18, the Company acquired Rheodyne, L.P. based in Rohnert Park,
California. Rheodyne, with sales of approximately $23,000 is a manufacturer of
injectors, valves, fittings and accessories for the analytical instrumentation
market. Its products are used by manufacturers of high performance liquid
chromatography (HPLC) equipment servicing the pharmaceutical, biotech, life
science, food and beverage, and chemical markets. This acquisition became IDEX's
twelfth stand-alone business unit and its activities are closely coordinated
with those of Ismatec, Micropump and Trebor.

On April 19, IDEX completed the acquisition of Halox Technologies, Inc., a
small Bridgeport, Connecticut-based manufacturer of point-of-use chlorine
dioxide equipment. Its products safely produce chlorine dioxide for use in water
treatment and disinfectant applications. Chlorine dioxide is a very effective
biocide treatment of legionella and other water-borne pathogens. Halox products
can be used in a wide variety of end markets including food and beverage,
cooling towers and potable water treatment. This acquisition operates as part of
Pulsafeeder.

The total cost for acquisitions completed in the first nine months was
$71,549 of which $69,663 was paid in cash and $1,886 was assumed as debt.
Goodwill recognized as part of these acquisitions was estimated to be $55,381
all of which was assigned to the Pump Products Group.

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IDEX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

7. EARNINGS PER COMMON SHARE

Earnings per common share (EPS) are computed by dividing net income by the
weighted average number of shares of common stock (basic) plus common stock
equivalents outstanding (diluted) during the period. Common stock equivalents
consist of stock options, which have been included in the calculation of
weighted average shares outstanding using the treasury stock method, unvested
restricted shares, and shares issuable in connection with certain deferred
compensation agreements (DCUs). Basic weighted average shares reconciles to
diluted weighted average shares as follows:

8. INVENTORIES

The components of inventories as of September 30, 2002, and December 31,
2001, were:

Those inventories which were carried on a LIFO basis amounted to $88,215
and $87,661 at September 30, 2002, and December 31, 2001, respectively. The
impact on earnings of using the LIFO method is not material.

9. DERIVATIVE INSTRUMENTS

IDEX uses derivative financial instruments principally to manage the risk
that changes in interest rates will affect either the fair value of its debt
obligations or the amount of its future interest payments. At December 31, 2001,
the Company had two interest rate swaps, expiring in March 2002, which
effectively converted $52,288 of floating rate debt into fixed rate debt at
interest rates approximating 5.6%. There were no swap agreements outstanding at
September 30, 2002. The net gain or loss on these interest rate swap contracts
was not material during the first nine months of 2002.

10. COMMON AND PREFERRED STOCK

The Company had five million shares of preferred stock authorized but
unissued at September 30, 2002, and December 31, 2001.

11

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

HISTORICAL OVERVIEW AND OUTLOOK

We sell a broad range of pump products, dispensing equipment and other
engineered products to a diverse customer base in the United States and other
countries around the world. Accordingly, our businesses are affected by levels
of industrial activity and economic conditions in the U.S. and in other
countries where our products are sold and by the relationship of the U.S. dollar
to other currencies. Among the factors that influence the demand for IDEX's
products are interest rates, levels of capacity utilization and capital spending
in certain industries, and overall industrial activity.

IDEX has a history of achieving above-average operating margins. The
Company's operating margins have exceeded the average operating margin of the
companies that comprise the Value Line Corporate Index (VLCI) every year since
1988, except for 2001, which was impacted by the recession and restructuring
actions. IDEX views the VLCI operating performance statistics as a proxy for an
average industrial company. IDEX's operating margins are influenced by, among
other things, utilization of facilities as sales volumes change and inclusion of
newly-acquired businesses. Newly-acquired businesses may have lower operating
margins than the Company's operating margins and, prior to 2002, those margins
were further reduced by amortization of goodwill and intangible assets.
Beginning in 2002, we are no longer required to amortize to earnings these
assets with indefinite lives in accordance with new accounting rules. Instead,
we review these assets for impairment periodically.

For the three months ended September 30, 2002, we reported higher orders,
sales and operating income from the comparable quarter of last year but slightly
lower sales and profits than this year's second quarter. New orders for the
third quarter totaled $188.0 million, 10% higher than the same period last year,
but unchanged from this year's second quarter. Excluding the impact of the
Versa-Matic (June 2001), Halox (April 2002), and Rheodyne (July 2002)
acquisitions and foreign currency translation, orders were 4% higher than in the
third quarter of 2001. During the first nine months of this year, IDEX built
$6.3 million of backlog. At September 30, the Company had a typical unfilled
order backlog in orders of slightly over one month's sales.

The following forward-looking statements are qualified by the cautionary
statement under the Private Securities Litigation Reform Act set forth below.
While clearly economic conditions so far this year have improved from last
year's second half, we have not seen any meaningful order growth for the last
three quarters. As a result, sales and earnings have been essentially flat for
the last two quarters. Unfortunately, we are not in the position to project how
the economy will perform in the near term. As a short-cycle business, our
financial performance depends on the current pace of incoming orders, and we
have very limited visibility of future business conditions. We believe IDEX is
well positioned for earnings improvement as the economy strengthens. This is
based on our lower cost structures resulting from recent restructuring actions;
our operational excellence initiatives of Lean, Kaizen, Six Sigma, global
sourcing and eBusiness; and using IDEX's strong cash flow to cut debt and
interest expense. In addition, we continue to pursue acquisitions -- like
Rheodyne, Halox, and Wrightech -- to drive the Company's longer-term profitable
growth.

CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT

The preceding paragraph and the "Liquidity and Capital Resources" sections
of this management's discussion and analysis of our operations contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended and Section 21E of the Exchange Act of 1934, as amended.
Such statements may relate to, among other things, capital expenditures, cost
reductions, cash flow, and operating improvements and are indicated by words or
phrases such as "anticipate," "estimate," "plans," "expects," "projects,"
"should," "will," "management believes," "the Company believes," "the Company
intends" and similar words or phrases. Such statements are subject to inherent
uncertainties and risks that could cause actual results to differ materially
from those anticipated at the date of this filing. The risks and uncertainties
are more fully detailed in our registration statement on Form S-3 filed with the
Securities and Exchange Commission, Registration No. 333-99591. These risks
include, but are not limited to, the following: economic and political
consequences resulting from the September 11, 2001 terrorist attacks; levels of
12

industrial activity and economic conditions in the U.S. and other countries
around the world, pricing pressures and other competitive factors, and levels of
capital spending in certain industries, all of which could have a material
impact on order rates and our results, particularly in light of the low levels
of order backlogs we typically maintain; our ability to make acquisitions and to
integrate and operate acquired businesses on a profitable basis; 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 we operate; interest rates; utilization of our capacity and the effect
of capacity utilization on costs; labor markets, market conditions and material
costs; and developments with respect to contingencies, such as asbestos and
other litigation, and environmental matters. We undertake no obligation to
publicly update forward-looking statements to reflect subsequent events or
circumstances. Investors are cautioned not to rely unduly on such
forward-looking statements when evaluating the information presented here.

RESULTS OF OPERATIONS

For purposes of this discussion and analysis section, reference is made to
the table on the following page and the Company's Statements of Consolidated
Operations included in the Financial Statements section. IDEX consists of three
reporting groups: Pump Products, Dispensing Equipment and Other Engineered
Products.

PERFORMANCE IN THE THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE SAME
PERIOD OF 2001

For the three months ended September 30, 2002, we reported significantly
higher orders, sales and profits than the comparable quarter of last year, but
sales and profits were slightly below the second quarter 2002 levels. New orders
for the latest three months totaled $188.0 million, 10% higher than the same
period last year, but were unchanged from this year's second quarter. Excluding
the impact of the Versa-Matic (June 2001), Halox (April 2002), and Rheodyne
(July 2002) acquisitions and foreign currency translation, orders were 4% higher
than in the third quarter of 2001.

Sales in the third quarter were $189.1 million, a 6% improvement from last
year's third quarter, but 1% lower than in the second quarter. Compared with the
2001 third quarter, acquisitions accounted for a 4% sales improvement, and
foreign currency translation added another 2%, while base business shipments
were unchanged. Domestic sales increased 3% and international sales -- net of
foreign currency translation -- were 5% higher. Sales to international customers
were 43% of the total, up from 41% last year.

For the quarter, the Pump Products Group contributed 60% of sales and 65%
of operating income, the Dispensing Equipment Group accounted for 17% of sales
and 13% of operating income, and the Other Engineered Products Group represented
23% of sales and 22% of operating income.

Pump Products Group sales of $113.8 million for the three months ended
September 30, 2002, were 7% higher than prior year mainly due to the acquisition
of Rheodyne. Compared with the third quarter last year, acquisitions accounted
for a 6% sales improvement and foreign currency translation added 1%. In the
third quarter of 2002, domestic sales increased by 6% and international sales
increased by 11%. Excluding acquisitions and foreign currency translation, U.S.
sales volume decreased by 1% while international sales were unchanged. Sales to
customers outside the U.S. increased to 38% of total group sales in 2002 from
37% in 2001.

Dispensing Equipment Group sales of $32.7 million increased $0.3 million,
or 1%, in the third quarter of 2002 compared with last year's third quarter, as
a 3% decline in business volume was more than offset by a 4% favorable currency
translation. In the third quarter of 2002, domestic sales increased by 5% and
international sales decreased by 3%. Excluding foreign currency, international
sales volume decreased 10% primarily due to weaker conditions in the
international paint and coating market in Europe and Latin America. Sales to
customers outside the U.S. were 54% of total group sales in 2002, compared to
56% in 2001.

Other Engineered Products Group sales of $43.4 million increased by $2.8
million, or 7%, in the third quarter of 2002 compared with 2001, as business
volume was up 3% and foreign currency translation added another 4%. In the third
quarter of 2002, domestic sales increased by 2%, while international sales
increased by 14%. Excluding foreign currency, international sales increased 4%
from the comparable period of last year. Sales to customers outside the U.S.
were 42% of total group sales in 2002, up from 39% in 2001.

13

IDEX CORPORATION AND SUBSIDIARIES

COMPANY AND BUSINESS GROUP FINANCIAL INFORMATION
(IN THOUSANDS)
(UNAUDITED)

- ---------------

(1) Includes acquisition of Rheodyne, L.P. (July 2002) in the Pump Products
Group.

(2) Includes acquisition of Versa-Matic Tool, Inc. (June 2001) in the Pump
Products Group.

(3) IDEX discontinued amortizing goodwill and trademark amortization as of
January 1, 2002, in accordance with SFAS No. 142 as further explained in
Note 4 to the consolidated financial statements. To facilitate comparison of
segment operating results, prior-period goodwill and trademark amortization
now are treated as a corporate expense rather than a segment expense and the
information for 2001 was reclassified accordingly.

(4) Group net sales include intersegment sales.

(5) IDEX took actions in 2002 and 2001 to downsize operations to lower its cost
structure. Group operating income in these years excludes net unallocated
corporate operating expenses and the restructuring charges. In June 2002,
IDEX reversed $1,221 of certain accrued restructuring expenses initially
recorded during 2001. The reversal primarily resulted from higher than
anticipated proceeds on asset sales. The restructuring charges of $107 (net
of reversal amount of $1,221) and $5,661 were included with corporate and
other in the nine months ended September 30, 2002 and 2001, respectively,
and were not assigned to the individual group segments. Had the Company
allocated the 2002 restructuring charge, it would have been assigned to the
nine months ended September 30, as follows: Pump Products (income of $736),
Dispensing Equipment (expense of $121) and Other Engineered Products
(expense of $722). Had the Company allocated the 2001 restructuring charge,
it would have been assigned to the nine months ended September 30, as
follows: Pump Products ($4,623), Dispensing Equipment ($592) and Other
Engineered Products ($446).

(6) Excludes amortization of debt issuance expenses which is included in
interest expense.

14

Gross profit of $71.6 million in the third quarter of 2002 increased by
$7.0 million, or 11%, from 2001. Gross profit as a percent of sales was 37.9% in
2002 and increased from 36.3% in 2001. The improved gross margins primarily
reflected lower material costs from our global sourcing activities and cost
savings actions taken in 2001 to consolidate certain production facilities.
Selling, general and administrative (SG&A) expenses increased to $44.7 million
in 2002 from $42.3 million in 2001, and as a percent of net sales, were 23.6%
down from 23.7% in 2001. The increased SG&A expenses were primarily due to the
inclusion of acquisitions. In accordance with the new accounting rule, we
discontinued amortizing goodwill and trademark assets as of January 1, 2002. As
a result, we recorded no goodwill or trademark amortization expense in the third
quarter of 2002 compared with $3.7 million expensed in the third quarter of
2001.

Operating income increased by $8.2 million, or 43%, to $26.9 million in
2002 from $18.8 million in 2001, primarily reflecting the higher sales volume
and the elimination of goodwill amortization in 2002. Third quarter operating
margins were 14.2%. Compared on the same accounting basis (excluding goodwill
amortization in accordance with new accounting rules effective January 1, 2002),
margins showed 1.6 percentage points of improvement from last year's third
quarter, but were 0.6 of a percentage point below this year's second quarter.
The margin increase over last year was due primarily to higher sales plus
savings realized from both IDEX's operational excellence initiatives and last
year's restructuring actions. The sequential decline from this year's second
quarter primarily reflects lower sales and profitability in the Dispensing
Equipment Group. Of IDEX's three segments, this group is the most dependent on
the European market. Vacation shutdowns in Europe and the lower sales volumes
that typically occur there during the third quarter have a direct impact on this
group's operating results.

In the Pump Products Group, operating income before goodwill and trademark
amortization of $20.2 million and operating margin of 17.7% in 2002 compared to
the $15.5 million and 14.6% recorded in 2001. Operating income for the
Dispensing Equipment Group of $4.0 million and operating margin of 12.2% in 2002
was down from $4.3 million and 13.4% in 2001. Operating income in the Other
Engineered Products Group of $7.1 million and operating margin of 16.3% in 2002
increased from $6.5 million and 15.9% achieved in 2001.

Other income (expense) remained relatively unchanged declining to an
expense of $0.4 million in the third quarter of 2002 from essentially zero
during the same period last year.

Interest expense decreased to $4.0 million in the third quarter of 2002
from $5.2 million in 2001. This reduction was principally attributable to
significantly lower debt levels this year due to debt paydowns from operating
cash flow and proceeds from the common stock offering, and a lower interest rate
environment.

The provision for income taxes increased to $7.8 million in 2002 from $5.4
million in 2001. The effective tax rate decreased to 34.6% in 2002 from 39.8% in
2001 primarily due to the discontinuation of recording goodwill amortization in
2002, which included certain nondeductible amounts for tax purposes.

Net income for the current quarter was $14.8 million, 80% higher than the
$8.2 million earned in the third quarter of 2001. Third quarter diluted earnings
per share of $.45 was improved from $.26 in last year's third quarter due to
goodwill amortization recorded in 2001 and higher operating profits on
incremental sales in 2002. Compared on the same accounting basis, diluted
earnings per share for the third quarter were $.10 higher than the $.35 earned
last year, excluding goodwill and trademark amortization.

PERFORMANCE IN THE NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE SAME
PERIOD OF 2001

Orders, net income and earnings per share were higher for the first nine
months of 2002 compared with last year while sales were slightly lower. New
orders for the first nine months of 2002 totaled $560.8 million and were 2%
above the prior year. Excluding the impact of the three acquisitions made since
the beginning of last year, orders were 1% lower than a year ago.

Sales for the nine months of 2002 were $554.5 million and essentially flat
with the $558.2 million recorded a year ago. Acquisitions accounted for a 3%
improvement, which was offset by a 4% decline in the base business. Foreign
currency translation did not affect the year-to-date comparison. Domestic sales
were

15

unchanged and international sales decreased 1%. Year-to-date, international
sales were 42% of total sales, the same as last year.

Year-to-date, the Pump Products Group contributed 58% of sales and 61% of
operating income, the Dispensing Equipment Group accounted for 19% of sales and
18% of operating income, and the Other Engineered Products Group represented 23%
of sales and 21% of operating income.

Pump Products Group sales of $326.0 million for the nine months ended
September 30, 2002, were essentially equal to 2001. Acquisitions accounted for a
4% sales improvement, but this was offset by a 4% decline in base business
activity. In the first nine months of 2002, domestic sales increased by 1% and
international sales declined 2% compared to last year. Excluding acquisitions,
base U.S. sales volume decreased 4%, while base international sales decreased by
7%. Sales to customers outside the U.S. were 36% of total group sales in 2002,
unchanged from 2001.

Dispensing Equipment Group sales of $104.8 million decreased $5.1 million,
or 5%, in the first nine months of 2002 compared with the same period of last
year. Business volume was down 6% from 2001 while currency added 1%. Domestic
sales increased by 1%, while international sales were down 9% from last year.
Sales to customers outside the U.S. were 55% of total group sales in 2002, down
from 58% in 2001.

Other Engineered Products Group sales of $125.9 million increased by $1.7
million, or 1%, in the first nine months of 2002 compared with 2001. In the
first nine months of 2002, domestic sales decreased by 1%, while international
sales increased by 5%. Sales to customers outside the U.S. were 42% of total
group sales in 2002, up from 40% in 2001.

Gross profit of $211.2 million in the first nine months of 2002 was $7.0
million higher than 2001. As a percent of sales, gross profit was 38.1% in 2002,
which represented an increase from 36.6% in 2001. The higher gross profit margin
primarily reflects reduced material costs from our increased global sourcing
activities and savings from actions taken within the last year to consolidate
certain production facilities. SG&A expenses increased to $133.5 million in 2002
from $126.1 million in 2001. This increase was primarily due to the inclusion of
three acquisitions that incrementally added $2.9 million of cost and increased
spending on corporate initiatives and product/market development. The increased
corporate initiative costs included both implementation and training expenses
for programs such as eBusiness, Six Sigma, Lean/Kaizen and global sourcing. The
goal of these initiatives is to increase organic sales and profit growth of the
Company. As a percent of net sales, SG&A expenses were 24.1%, up from 22.6% in
2001. While year-to-date SG&A expenses are up for the reasons noted, we do not
believe this is indicative of a significant negative trend. In fact, SG&A
expense as a percentage of net sales for the third quarter of 23.6% compared
with 23.7% one year ago and 24.1% in the 2002 second quarter. In accordance with
the new accounting rules, we discontinued amortizing goodwill and trademarks as
of January 1, 2002. As a result, we did not record any goodwill and trademark
amortization expense in the first nine months of 2002 compared with $10.8
million last year. We also recorded a net restructuring charge of $0.1 million
in the first nine months of 2002 compared with $5.7 million last year. The
restructuring charges were to size our work force and facilities to the current
business conditions. For more details on the restructuring charges, see
"Restructuring Actions" on page 19.

Operating income increased by $15.7 million, or 25%, to $77.6 million in
2002 from $61.9 million in 2001, primarily reflecting goodwill amortization and
restructuring recorded in 2001 and higher 2002 gross profit despite the 1% lower
sales. Operating margins for the first nine months of 2002 were 14.0% of sales.
Excluding 2001 goodwill amortization and restructuring charges, operating income
as a percent of sales in 2002 was equal to the 14.0% in 2001.

In the Pump Products Group, operating income before goodwill amortization
and restructuring of $55.0 million and operating margin of 16.9% in 2002
compared to $52.2 million and 16.0% recorded in 2001. Operating income on the
same basis for the Dispensing Equipment Group decreased to $15.8 million from
$17.6 million last year, and operating margins declined to 15.0% from 16.0%
recorded in 2001. Operating income before goodwill amortization and
restructuring in the Other Engineered Products Group of $19.3 million and
operating margin of 15.3% decreased from the $20.6 million and 16.6% achieved in
2001. The expenses related to the corporate initiatives of eBusiness (including
ERP implementation), Six Sigma, Lean/

16

Kaizen, and global sourcing are allocated to reporting units in each segment
based on expected usage. The units in the Pump Products and Dispensing Equipment
segments have been more successful than those in the Other Engineered Products
segment at offsetting the SG&A cost increases resulting from the corporate
initiatives, new product/market development, and other cost increases. The
offsetting cost reductions have come from efficiencies related to the
initiatives as well as other operational improvements.

Other income (expense) of $0.1 million expense in the first nine months of
2002 was $0.5 million higher than 2001.

Interest expense decreased to $12.5 million in the first nine months of
2002 from $15.8 million in 2001. The decrease was principally due to lower debt
levels resulting from debt paydowns from operating cash flow, proceeds from the
common stock offering and a lower interest rate environment.

The provision for income taxes increased to $23.1 million in 2002 from
$18.1 million in 2001. The effective tax rate decreased to 35.5% in 2002 from
38.9% in 2001 primarily due to the discontinuation of recording goodwill and
trademark amortization in 2002, which included certain nondeductible amounts for
tax purposes.

Year-to-date income was $41.9 million and $1.30 in diluted earnings per
share. This compares with last year's income of $28.4 million and $.92 in
diluted earnings per share. When adjusted to exclude goodwill and trademark
amortization, last year's income and earnings per diluted share are $36.8
million and $1.19, respectively.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2002, working capital was $125.9 million and our current
ratio was 2.2 to 1. Free cash flow (Net Cash Flows from Operating Activities of
$86.3 million less Additions to Property, Plant and Equipment of $13.1 million)
increased by $6.5 million to $73.2 million in the first nine months of 2002
versus the prior year, reflecting lower working capital requirements.

Accounts receivable increased from $93.1 million at December 31, 2001 to
$105.6 million at September 30, 2002. The primary reason for the increase was a
12% increase in sales volume from the fourth quarter of 2001 to the third
quarter of 2002. Accounts payable increased from $41.3 million at December 31,
2001 to $51.4 million at September 30, 2002. The primary reason for the increase
was increased purchase volume in line with the higher sales. During the fourth
quarter of 2001 we were drawing down our inventories in response to lower sales
so we were purchasing less. The combined impact of the receivables and payables
fluctuations was immaterial to operating cash flow.

Cash flow provided from operations was more than adequate to fund capital
expenditures of $13.1 million and $16.3 million in the first nine months of 2002
and 2001, respectively. Capital expenditures were generally for machinery and
equipment which improved productivity, although a portion was for business
system technology and repair and replacement of equipment and facilities.
Management believes that we have ample capacity in our plant and equipment to
meet expected needs for future growth in the intermediate term.

At September 30, 2002, the maximum amount available under our five-year
multi-currency loan and revolving credit facility (Credit Facility) was $300.0
million, of which $60.0 million was borrowed. Interest is payable quarterly on
the outstanding balance at the agent bank's reference rate or at LIBOR plus an
applicable margin and a utilization fee if the total borrowings exceed certain
levels. The applicable margin is based on our debt rating and can range from 25
basis points to 100 basis points. The utilization fee can range from zero to 25
basis points. At September 30, 2002, the applicable margin was 80 basis points
and the utilization fee was zero. We pay an annual facility fee of 20 basis
points on the total facility.

The Company completed the acquisitions of Halox and Rheodyne for a cost of
$71.5 million of which $69.7 million was paid in cash and $1.9 million was
assumed as debt. The acquisitions were financed under the Credit Facility.

In December 2001, we and certain of our subsidiaries entered into an
agreement with a financial institution under which we collateralized certain
receivables for borrowings (Receivables Facility). The

17

Receivables Facility provides for borrowings of up to $50.0 million depending
upon the level of eligible receivables. At September 30, 2002, $25.0 million was
borrowed and included in long-term debt at an interest rate of approximately
3.2% per annum.

We also have a $20.0 million demand line of credit (Short-Term Facility),
which expires December 1, 2002. Borrowings under the Short-Term Facility are at
the bank's reference rate, or based on LIBOR plus 80 basis points per annum. At
September 30, 2002, $7.0 million was borrowed under this facility at an interest
rate of 2.85%.

We believe the Company will generate sufficient cash flow from operations
for the next twelve months and in the long term to meet our operating
requirements, interest on all borrowings, any authorized share repurchases,
restructuring expenses, planned capital expenditures, and annual dividend
payments to holders of common stock. Since we began operations in January 1988
through September 30, 2002, we have borrowed approximately $879 million under
our various credit agreements to complete 21 acquisitions. During this same
period we generated, principally from operations, cash flow of $794 million to
reduce indebtedness. In the event that suitable businesses are available for
acquisition upon terms acceptable to the Board of Directors, we may obtain all
or a portion of the financing for the acquisitions through incurring additional
long-term debt. The Credit Facility contains a covenant that limits total debt
outstanding to three times operating cash flow. At September 30, 2002, we were
limited to $378 million of total debt outstanding. Our contractual obligations
and commercial commitments include rental payments under operating leases,
payments under capital leases, long-term obligations and other long-term
obligations arising in the ordinary course of business. We have no off-balance
sheet arrangements or material long-term purchase obligations. There are no
identifiable events or uncertainties, including the lowering of our credit
rating that would accelerate payment or maturity of any of these commitments or
obligations.

REGISTRATION STATEMENT FILINGS FOR COMMON STOCK OFFERINGS

On March 8, we announced the filing of a registration statement on Form S-3
with the Securities and Exchange Commission covering the secondary offering of
2,939,199 shares of common stock owned by IDEX Associates, L.P. On April 10,
that registration statement was amended to include, in addition to the secondary
offering of 2,939,199 shares of IDEX stock owned by IDEX Associates, L.P., the
secondary offering of 560,801 shares of IDEX common stock owned by KKR
Associates, L.P. and the primary offering of 1,500,000 shares of IDEX common
stock. On April 29, IDEX announced the pricing of the public offering at $36 per
share. Subsequently, the overallotment option was exercised by the underwriter
for the sale of an additional 750,000 secondary shares owned by KKR Associates,
L.P. bringing the total size of the offering to 5,750,000 shares. The $50.9
million of net proceeds we received was used to repay debt under our revolving
credit facility. This increased the amount available for borrowing under the
facility, which IDEX will continue to use for general corporate purposes,
including acquisitions.

On September 13, IDEX announced that it has filed a registration statement
on Form S-3 with the Securities and Exchange Commission covering the secondary
offering of 1,350,000 shares of IDEX common stock owned by KKR Associates, L.P.
The shares covered by this registration statement have been owned by KKR
Associates, L.P. since the formation of IDEX in January 1988, and constitute 30%
of the IDEX shares currently owned by KKR Associates, L.P. This offering will
not increase the number of IDEX shares outstanding, and IDEX will not receive
any proceeds from this offering.

NEW ACCOUNTING PRONOUNCEMENTS

We historically accounted for all business combinations using the purchase
method and will continue to use this method for all prospective business
combinations. In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets." which eliminated the amortization of goodwill and certain
intangible assets to earnings, and instead required these assets be reviewed
periodically for impairment. IDEX adopted SFAS No. 142 on January 1, 2002. In
accordance with this rule, we discontinued amortizing goodwill and trademark
assets on January 1, 2002. Had the new accounting pronouncement been adopted on
January 1, 2001, reported diluted earnings per share would have increased $.27
per share in the first nine months of 2001.

18

After reviewing the estimated fair market values, both in the aggregate and
at the individual reporting units, no impairment to goodwill and other
intangible assets was recorded on January 1, 2002 or subsequently. Conditions
that indicate that an impairment issue might exist include a long-term economic
downturn in a market or a change in the assessment of future operations. If such
a condition is identified, an assessment will be performed using a variety of
methodologies, including cash flow analysis, estimates of sales proceeds and
independent appraisals. If a goodwill impairment exists, we would reflect a
non-cash charge to our results of operations in that period. At September 30,
2002, goodwill totaled $518.6 million.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." The standard requires companies to
recognize certain costs associated with exit or disposal activities when they
are incurred rather than at the date of a commitment to an exit or disposal
plan. SFAS No. 146 is to be applied prospectively to exit or disposal activities
initiated after December 31, 2002. The adoption of SFAS No. 146 is not expected
to impact the Company's financial position, liquidity, or results of operations.

RESTRUCTURING ACTIONS

IDEX took actions in 2002 and 2001 to downsize operations to lower its cost
structure. These steps which were taken in three separate quarters, were
necessary to appropriately size the Company's production capacity to match the
declining levels of demand for a broad range of products. The restructuring
actions affected multiple employee groups in approximately twenty locations
across all eleven of our operating business units. No business activities or
product lines were abandoned. The restructuring actions resulted in the
termination of 508 employees with 250 terminations resulting from the first
quarter 2001 plan, 231 from the fourth quarter 2001 plan, and 27 from the second
quarter 2002 plan. All costs of the restructuring activities were charged to
expense and included in the single caption "Restructuring Charge" on the face of
the Statements of Consolidated Operations. The restructuring charges included
employee severance, fringe benefits, outplacement fees, idle facility carrying
costs, lease termination costs, the loss on sale of equipment and the loss on
disposal of two manufacturing facilities owned by the Company. Determination of
the restructuring charges was based on the estimated severance benefits paid to
terminated employees, the net book value of surplus assets less expected
proceeds and estimated other costs. The restructuring plans have been effected
as originally planned.

In June 2002, IDEX reversed $1.2 million of certain accrued restructuring
expenses initially recorded in 2001. The reversal primarily resulted from higher
than anticipated proceeds on asset sales. Of the $1.2 million reversal, $1.1
million was attributable to the fact that we were able to sell one manufacturing
facility for more than the appraised value submitted by an independent appraiser
at the time the restructuring plan was adopted.

A total restructuring charge of $11.2 million was taken in 2001 that
affected all three business groups and included a charge of $5.7 million in the
first nine months of 2001. At September 30, 2002, the amount remaining in
accrued expenses for both the 2001 and 2002 restructuring programs was $1.9
million. It is expected that the restructuring accrual will be utilized during
2002. The estimated future usage is $1.2 million in cash items consisting
primarily of severance payments to terminated employees who elected to receive
these benefits over time and $0.7 million for non-cash items related to expected
losses on the disposal of fixed assets. All expenditures have been funded with
cash from operations.

The annualized savings from these actions are expected to exceed the total
restructuring charges recorded. These restructuring actions will result in
decreased employee costs and depreciation expense charged to cost of sales and
selling, general and administrative expense of approximately $12.0 million and
$8.0 million per annum, respectively.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are subject to market risk associated with changes in interest rates and
foreign currency exchange rates. Interest rate exposure is limited to the $249.6
million of total debt outstanding at September 30, 2002. Approximately 40% of
the debt is priced at interest rates that float with the market. A 50 basis
point
19

movement in the interest rate on the floating rate debt would result in an
approximate $0.5 million annualized increase or decrease in interest expense and
cash flows. The remaining debt is fixed rate debt. We will from time to time
enter into interest rate swaps on our debt when we believe there is a clear
financial advantage for doing so. A formalized treasury risk management policy
adopted by the Board of Directors exists that describes the procedures and
controls over derivative financial and commodity instruments, including strict
approval levels by senior officers. Under the policy, derivatives can only be
used for the purpose of hedging bona fide exposures to changes in financial
markets. We do not use derivative instruments for speculative or trading
purposes. Typically, the use of such derivative instruments has been limited to
interest rate swaps on our outstanding long-term debt.

Our foreign currency exchange rate risk is limited principally to the euro
and British pound. We manage our foreign exchange risk principally through
invoicing our customers in the same currency as the source of the products.

ITEM 4. CONTROLS AND PROCEDURES.

The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Company's Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

Within 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and the Company's
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. 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.

There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect the internal controls
subsequent to the date the Company completed its evaluation.

20

PART II. OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS. IDEX and five of its subsidiaries have been named as
defendants in a number of lawsuits claiming various asbestos-related
personal injuries, allegedly as a result of exposure to products
manufactured with components that contained asbestos. IDEX does not
believe that its subsidiaries manufactured any such components, which
were acquired from third party suppliers. To date, all of the Company's
settlements and legal costs, except for costs of coordination,
administration, and insurance investigation, have been covered in full by
insurance. However, the Company cannot predict whether and to what extent
insurance will be available to continue to cover such settlements and
legal costs, or how insurers may respond to claims that are tendered to
them.

Claims have been filed in California, Illinois, Michigan, Mississippi,
New Jersey, New York, Ohio, and Pennsylvania. A few claims have been
settled for minimal amounts and some have been dismissed without payment.
None have been tried.

No provision has been made in the financial statements of the Company,
and IDEX does not currently believe the asbestos-related claims will have
a material adverse effect on the Company's business or financial
position. The outcome of asbestos claims, however, is inherently
uncertain and always difficult to predict. Consequently, IDEX cannot give
any assurance that the resolution of such claims will not be significant
in the future.

IDEX is also party to various other legal proceedings arising in the
ordinary course of business, none of which are expected to have a
material adverse effect on its business, financial condition or results
of operations.

ITEM 2.CHANGES IN SECURITIES. Not Applicable.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES. None.

ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None.

ITEM 5.OTHER INFORMATION. None.

ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits:

The exhibits listed in the accompanying "Exhibit Index" are filed as
part of this report.

(b) Reports on Form 8-K:

On August 14, IDEX reported the certification of its Quarterly Report
on Form 10-Q for the period ended June 30, 2002 as filed with the
Securities and Exchange Commission by Dennis K. Williams, Chairman,
President, and Chief Executive Officer and Wayne P. Sayatovic, Senior
Vice President -- Finance and Chief Financial Officer.

21

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

IDEX CORPORATION

/s/ WAYNE P. SAYATOVIC
--------------------------------------
WAYNE P. SAYATOVIC
Senior Vice President -- Finance and
Chief Financial Officer
(Duly Authorized and Principal
Financial Officer)

November 14, 2002

22

CERTIFICATIONS

I, Dennis K. Williams, certify that:

1. I have reviewed this quarterly report on Form 10-Q of IDEX Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent
function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

/s/ DENNIS K. WILLIAMS
--------------------------------------
DENNIS K. WILLIAMS
Chairman, President and Chief
Executive Officer

November 14, 2002

23

I, Wayne P. Sayatovic, certify that:

1. I have reviewed this quarterly report on Form 10-Q of IDEX Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent
function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

/s/ WAYNE P. SAYATOVIC
--------------------------------------
WAYNE P. SAYATOVIC
Senior Vice President -- Finance and
Chief
Financial Officer

November 14, 2002

24

EXHIBIT INDEX

- ---------------

* Filed herewith

** Management contract or compensatory plan or agreement

25