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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
[ ] 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 (I.R.S. Employer Identification No.)
or organization)
630 DUNDEE ROAD, NORTHBROOK, ILLINOIS 60062
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER: (847) 498-7070
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
Common Stock, par value $.01 per share New York Stock Exchange
Chicago Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
The aggregate market value of the voting stock (based on the June 30, 2003
closing price of $36.24) held by non-affiliates of IDEX Corporation was
$1,152,017,741.
The number of shares outstanding of IDEX Corporation's common stock, par
value $.01 per share (the "Common Stock"), as of January 31, 2004 was 33,108,535
(net of treasury shares).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 2003 Annual Report to Shareholders of IDEX Corporation (the
"2003 Annual Report") are incorporated by reference into Parts I and II of this
Form 10-K and portions of the definitive Proxy Statement of IDEX Corporation
(the "2004 Proxy Statement") with respect to the 2004 annual meeting of
shareholders are incorporated by reference into Part III of this Form 10-K.
PART I
ITEM 1. BUSINESS.
We manufacture an extensive array of engineered industrial products sold to
customers in a variety of industries around the world. We believe that each of
our business units is a leader in its niche market. We also believe that our
consistent financial performance has been attributable to the manufacture of
quality products designed and engineered by us, coupled with our ability to
identify and successfully consummate and integrate strategic acquisitions. IDEX
Corporation ("IDEX" or the "Company") consists of three reportable business
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, injectors and valves and related controls for the movement of liquids
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 distribution, oil and refining,
food and beverage, biotech, life sciences and drug processing. The seven
business units that comprise this group are Gast Manufacturing, Liquid Controls,
Micropump, Pulsafeeder, Rheodyne, Viking Pump and Warren Rupp. The group
accounted for 57% of sales and 55% of operating income in 2003, with 39% of
sales to customers outside the U.S.
Gast Manufacturing. Gast Manufacturing, acquired in 1998, is a leading
manufacturer of air-moving products, including air motors, low- and medium-range
vacuum pumps, vacuum generators, regenerative blowers and fractional horsepower
compressors. Gast's products are used in a variety of long-life applications
requiring a quiet, clean source of moderate vacuum or pressure. Gast's primary
markets served are medical equipment, environmental equipment, computers and
electronics, printing machinery, paint mixing machinery, packaging machinery,
graphic arts and industrial manufacturing. Gast is based in Benton Harbor,
Michigan, with additional facilities in England. Approximately 20% of Gast's
2003 sales were to customers outside the U.S.
Liquid Controls. Liquid Controls, acquired in January 2001, is a leading
manufacturer of positive displacement flow meters and electronic registration
and control products. Applications for its products include mobile and
stationary metering installations for wholesale and retail distribution of
petroleum and liquefied petroleum gas, aviation refueling, and industrial
metering and dispensing of liquids and gases. Liquid Controls is headquartered
in Lake Bluff, Illinois, with additional operations in Italy and India. During
2001, the Company decided to operate its previously acquired Corken business
unit as part of Liquid Controls. Corken, based in Oklahoma City, Oklahoma and
acquired by IDEX in 1991, is a leading producer of positive displacement rotary
vane pumps, single and multistage regenerative turbine pumps, and small
horsepower reciprocating piston compressors. Sponsler Co., Inc., with
headquarters in Westminster, South Carolina, was acquired in June 2003.
Sponsler, which operates as part of Liquid Controls, is a manufacturer of a line
of precision turbine flowmeters to meet all flow applications, including
low-flow and applications where viscosity, corrosive media, extreme temperature
or hazardous materials are factors. Approximately 50% of Liquid Controls' 2003
sales were outside the U.S.
Micropump. Micropump, acquired in 1995, is a leader in small,
precision-engineered, magnetically and electromagnetically driven rotary gear,
piston and centrifugal pumps. Micropump's products are used in low-flow
applications, including abrasive and corrosive applications. Micropump serves
markets including printing machinery, medical equipment, chemical processing,
pharmaceutical, refining, laboratory, electronics, pulp and paper, water
treatment and textiles. Micropump is based in Vancouver, Washington, and also
has operations in England. In April 2000, IDEX acquired Ismatec SA. Ismatec is a
leading manufacturer of peristaltic metering pumps, analytical process
controllers, and sample preparation systems. Headquartered near Zurich,
Switzerland, the business operates as part of Micropump and provides Micropump
with entry into scientific R&D markets including pharmaceutical, medical,
biotech and institutional laboratory. In May 2000, IDEX acquired Trebor
International, which also now operates as part of Micropump. Trebor is
headquartered in Salt Lake City, Utah, and is a leader in high-purity fluid
handling products, including
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air-operated diaphragm pumps and deionized water-heating systems. Its products
are used in the manufacturing of semiconductors, disk drives and flat panel
displays. Approximately 65% of Micropump's 2003 sales were to customers outside
the U.S.
Pulsafeeder. Pulsafeeder, acquired in 1992, is a leading manufacturer of
metering pumps, special purpose rotary pumps, peristaltic pumps, electronic
controls and dispensing equipment. Pulsafeeder's products are used to introduce
precise amounts of fluids into processes to manage water quality and chemical
composition. Pulsafeeder's markets include water and wastewater treatment, power
generation, pulp and paper, chemical and hydrocarbon processing and swimming
pools. This business is headquartered in Rochester, New York, with additional
operations in Punta Gorda, Florida. Knight Equipment, Inc. was acquired in 1997
and is operated as part of the Pulsafeeder business unit. Knight, headquartered
in Lake Forest, California, also has additional operations in The Netherlands.
Knight is a leading manufacturer of pumps and dispensing equipment for
industrial laundries, commercial dishwashing and chemical metering. Halox
Technologies, Inc. was acquired in April 2002 and is also operated as part of
the Pulsafeeder business unit. Halox is a small Bridgeport, Connecticut-based
manufacturer of point-of-use chlorine dioxide equipment. Its products produce
chlorine dioxide for use in water treatment and disinfectant applications.
Chlorine dioxide is an 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.
Classic Engineering, Inc. was acquired in September 2003 and operates as part of
the Pulsafeeder group. Classic, based in Jacksonville, Florida, is a supplier of
fully integrated pump and metering systems to chemical companies and municipal
water treatment facilities. Classic also engineers, designs and manufactures a
line of standard and custom chemical-feed systems for the water, wastewater,
chemical OEM, pulp and paper, cement and general industrial markets. In 2003,
approximately 30% of Pulsafeeder's sales were to customers outside the U.S.
Rheodyne. Rheodyne, acquired in July 2002, is a leading manufacturer of
injectors, valves, fittings and accessories for the analytical instrumentation
market. Its products are used by manufacturers of high performance liquid
chromatography equipment servicing the pharmaceutical, biotech, life science,
food and beverage, and chemical markets. Rheodyne, based in Rohnert Park,
California, became IDEX's twelfth stand-alone business unit and its activities
are closely coordinated with those of Ismatec, Trebor and Micropump.
Approximately 40% of Rheodyne's 2003 sales were to customers outside the U.S.
Viking Pump. Viking Pump is one of the world's largest internal gear pump
producers. Viking also produces lobe and external gear pumps, strainers and
reducers, and related controls. These products are used for transferring and
metering thin and viscous liquids. Markets served by Viking include chemical,
petroleum, pulp and paper, plastics, paints, inks, tanker trucks, compressor,
construction, food and beverage, personal care, pharmaceutical and biotech.
Viking operates two foundries that supply a portion of Viking's castings
requirements and also sells a variety of castings to outside customers. Viking
is based in Cedar Falls, Iowa, with additional operations in Canada, England and
Ireland. Wrightech Corporation was acquired in October 2002 and is headquartered
in Waukesha, Wisconsin. Wrightech, which operates as part of Viking Pump, 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. Approximately 35% of Viking's 2003 sales were to
customers outside the U.S.
Warren Rupp. Warren Rupp is a leading producer of double-diaphragm pumps,
both air-operated and motor-driven. Warren Rupp's products are used for abrasive
and semisolid materials as well as for applications where product degradation is
a concern or where electricity is not available or should not be used. This
business serves markets including chemical, paint, food processing, electronics,
construction, utilities, mining and industrial maintenance. Warren Rupp is based
in Mansfield, Ohio. Blagdon Pump, located in the U.K., was acquired in 1997 and
is operated as part of the Warren Rupp business unit. Versa-Matic Tool, Inc. was
acquired in June 2001 and also operates as part of Warren Rupp. Headquartered in
Export, Pennsylvania, Versa-Matic is also a manufacturer and distributor of
air-operated double-diaphragm pumps and pump replacement parts. Warren Rupp's
sales to customers outside the U.S. in 2003 were approximately 50%.
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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 services 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. The group
accounted for 20% of both sales and operating income in 2003, with 62% of sales
to customers outside the U.S.
FAST. The Company acquired FAST (now Fast & Fluid Management Srl -- Italy)
in 1999. F&FM is a leading European manufacturer of precision-designed tinting,
mixing, dispensing and measuring equipment for refinishing, architectural and
industrial paints, inks, dyes, pastes and other liquids. F&FM's products are
used for the precise and reliable reproduction of colors based on paint
producers' formulas. Through architectural, refinishing and industrial paint
producers, precision equipment is supplied to retail and commercial stores, home
centers and automotive body shops. F&FM is headquartered in Milan, Italy, with
additional operations in France, Spain and the United Kingdom. Over 95% of
F&FM's sales in 2003 were to customers outside the U.S.
Fluid Management. Fluid Management, acquired in 1996, is the market leader
in automatic and manually operated dispensing, metering and mixing equipment for
the paints and coatings market. Fluid Management's products are used for the
precise blending and mixing of base paints, tints and colorants, and inks and
dyes. Fluid Management's markets include retail and commercial paint stores,
hardware stores, home centers, department stores, printers, paint and ink
manufacturers and point of purchase dispensers and mixing equipment for the
personal care and health and beauty industry. Fluid Management is based in
Wheeling, Illinois. Additional operations are located in The Netherlands and
Australia. Approximately 55% of Fluid Management's 2003 sales were to customers
outside the U.S.
Lubriquip. Lubriquip is a market leader in centralized oil and grease
lubrication systems, force-feed lubricators, metering devices, related
electronic controls and accessories. Lubriquip's products are used to prolong
equipment life, reduce maintenance costs and increase productivity. Lubriquip
serves markets including machine tools, transfer machines, conveyors, packaging
equipment, transportation equipment, construction machinery, food processing and
paper machinery. Lubriquip is headquartered in Warrensville Heights, Ohio, with
an additional operation in Madison, Wisconsin. Approximately 25% of Lubriquip's
sales in 2003 were to customers outside the U.S.
OTHER ENGINEERED PRODUCTS GROUP
The Other Engineered Products Group produces firefighting pumps, rescue
tools and other components and systems for the fire and rescue industry, and
engineered stainless steel banding and clamping devices used in a variety of
industrial and commercial applications. The two business units that comprise
this group are Hale Products and Band-It. The group accounted for 23% of sales
and 25% of operating income in 2002, with 43% of sales to customers outside the
U.S.
Band-It. Band-It is a leading producer of high-quality stainless steel
banding, buckles and clamping systems. The Band-It brand is highly recognized
worldwide. Band-It's products are used for securing exhaust system heat and
sound shields, industrial hose fittings, traffic signs and signals, electrical
cable shielding, identification and bundling, and numerous other industrial and
commercial applications. Band-It's markets include transportation equipment, oil
and gas, general industrial maintenance, electronics, electrical,
communications, aerospace, utility and municipal. Band-It is based in Denver,
Colorado, with additional manufacturing operations in the United Kingdom,
Singapore and South Africa. In 2003, approximately 45% of Band-It's sales were
to customers outside the U.S.
Hale Products. Hale Products, acquired in 1994, is a leading manufacturer
of rescue systems and truck-mounted fire pumps. Hale's products include the
Hurst Jaws of Life(R) and LUKAS(R) rescue tool and re-railing systems. Hale's
pumps are used to pump water or foam to extinguish fires; its rescue equipment
is used to
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extricate accident victims; its forced-entry equipment is used for law
enforcement; and its hydraulic products are used for re-railing, disaster
recovery and recycling. Hale's markets include public and private fire and
rescue organizations. LUKAS Hydraulik was acquired in 1995 and is operated as
part of the Hale business unit. In January 2001, IDEX acquired Class 1, Inc.,
headquartered in Ocala, Florida, which now is also operated as part of Hale.
Class 1 is a leading supplier of components and systems to the fire and rescue
vehicle market. Its primary products include electronic information controls,
engine information systems, electronic multiplexing units, electrical monitoring
equipment and systems and fire truck mechanical components. Hale is
headquartered in Ocala, Florida, with additional operations in Conshohocken,
Pennsylvania, Shelby, North Carolina, England and Germany. Approximately 40% of
Hale's 2003 sales were to customers outside the U.S.
GENERAL ASPECTS APPLICABLE TO THE COMPANY'S BUSINESS GROUPS
COMPETITORS
The Company's businesses participate in highly competitive markets.
Generally, all of the Company's businesses compete on the basis of performance,
quality, service and price.
Principal competitors of the businesses in the Pump Products Group are the
Blackmer division of Dover Corporation (with respect to rotary gear pumps, and
pumps and small horsepower compressors used in liquified petroleum gas
distribution facilities); Milton Roy, a division of United Technologies
Corporation (with respect to metering pumps and controls); Roper Industries and
Tuthill Corporation (with respect to rotary gear pumps); Wilden Pump and
Engineering Co., a division of Dover Corporation (with respect to air-operated
double-diaphragm pumps); and Thomas Industries (with respect to vacuum pumps and
compressors.)
The principal competitors of the Dispensing Equipment Group are Corob
S.p.A. (with respect to dispensing and mixing equipment for the paint industry)
and Lincoln Industrial (with respect to centralized lubrication systems).
The Other Engineered Products Group's principal competitors are A.J.
Gerrard & Company, a division of Illinois Tool Works Inc. (with respect to
stainless steel bands, buckles and tools) and Waterous Company, a division of
American Cast Iron Pipe Company (with respect to truck-mounted fire-fighting
pumps).
EMPLOYEES
At December 31, 2003, IDEX had approximately 3,700 employees. Approximately
13% were represented by labor union with various contracts expiring though
February 2008. Management believes that the Company's relationship with its
employees is good. The Company has historically been able to satisfactorily
renegotiate its collective bargaining agreements, with its last work stoppage in
March 1993.
SUPPLIERS
IDEX manufactures many of the parts and components used in its products.
Substantially all materials, parts and components purchased by IDEX are
available from multiple sources.
INVENTORY AND BACKLOG
The Company regularly and systematically adjusts production schedules and
quantities based on the flow of incoming orders. Backlogs are therefore
typically limited to approximately 1 to 1 1/2 months of production. While total
inventory levels may also be affected by changes in orders, the Company
generally tries to maintain relatively stable inventory levels based on its
assessment of the requirements of the various industries served.
SEGMENT INFORMATION
For segment financial information for the years 2003, 2002, and 2001, see
the table titled "Company and Business Group Financial Information" presented on
page 20 under "Management's Discussion and Analysis
4
of Financial Condition and Results of Operations" and Note 6 of the "Notes to
Consolidated Financial Statements" starting on page 32 of the 2003 Annual
Report, which is incorporated herein by reference.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the names of the executive officers of the
Company, their ages, years of service, the positions held by them, and their
business experience during the past 5 years.
YEARS OF
NAME AGE SERVICE(1) POSITION
- ---- --- ---------- --------
Dennis K. Williams............. 58 4 Chairman of the Board, President and Chief
Executive Officer
Wayne P. Sayatovic............. 58 31 Senior Vice President-Finance and Chief
Financial Officer
Dominic A. Romeo............... 44 -- Vice President and Chief Financial Officer
Kimberly K. Bors............... 43 1 Vice President-Human Resources
Clinton L. Kooman.............. 60 39 Vice President-Controller
Douglas C. Lennox.............. 51 24 Vice President-Treasurer
John L. McMurray............... 53 11 Vice President-Group Executive of Pumps
and Operational Excellence
Dennis L. Metcalf.............. 56 30 Vice President-Corporate Development
Frank J. Notaro................ 40 6 Vice President-General Counsel and
Secretary
David T. Windmuller............ 46 23 Vice President-Group Executive of
Dispensing Equipment and Engineered
Products
- ---------------
(1) The years of service for executive officers include the period prior to
acquisition by IDEX or with IDEX's predecessor company.
Mr. Williams was appointed Chairman of the Board, President and Chief
Executive Officer by the Board of Directors, effective May 1, 2000. Prior to
joining IDEX, Mr. Williams was a senior executive of the General Electric
Company, most recently serving as President and Chief Executive Officer of GE
Power Systems Industrial Products, a global business with $4 billion in sales,
based in Florence, Italy. Prior to heading GE Power Systems Industrial Products,
he was President and Chief Executive Officer of GE's Nuovo Pignone business, one
of the world's leading manufacturers of gas turbines and high-pressure
industrial compressors.
Mr. Sayatovic has been Senior Vice President-Finance and Chief Financial
Officer of the Company since January 1992. Mr. Sayatovic retired from the
Company in January 2004.
Mr. Romeo has been Vice President and Chief Financial Officer of the
Company since January 2004. Prior to joining IDEX, Mr. Romeo was Vice President
- - Chief Financial Officer of Honeywell Aerospace, a segment of Honeywell
International, from August 2001 to January 2004. He also held the position of
Chief Financial Officer of Engine Systems and Services from April 1999 to August
2001, and Avionics and Electronics Systems from July 1997 to April 1999, both
units of Honeywell International.
Ms. Bors has been Vice President-Human Resources of the Company since
January 2003. Prior to joining IDEX, Ms. Bors was vice president of people and
process integration from December 2000 to December 2002 for Brunswick
Corporation's Boat Group, a $1.4 billion manufacturer of recreational boats.
From December 1998 to December 2000, Ms. Bors was president of Chris Craft
Boats, a division of Outboard Marine Corporation, a $1 billion recreational
marine company.
Mr. Kooman has been Vice President-Controller of the Company since November
1995.
Mr. Lennox has served as Vice President-Treasurer of the Company since
November 1995.
Mr. McMurray has been Vice President-Group Executive of Pumps and
Operational Excellence since August 2003. Prior to that, Mr. McMurray was Vice
President-Operational Excellence since October 2000.
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Mr. McMurray also served as Vice President-Group Executive from November 1998
through September 2000, and President of Viking Pump from January 1997 through
September 2000.
Mr. Metcalf has served as Vice President-Corporate Development of the
Company since March 1997.
Mr. Notaro has served as Vice President-General Counsel and Secretary since
March 1998.
Mr. Windmuller has served as Vice President-Group Executive of Dispensing
Equipment and Engineered Products since April 2003. Prior to that, Mr.
Windmuller was Vice President-Group Executive since October 2000. Mr. Windmuller
served as Vice President-Operations of the Company from January 1998 through
September 2000.
The Company's executive officers are elected at a meeting of the Board of
Directors immediately following the annual meeting of shareholders, and they
serve until the next annual meeting of the Board, or until their successors are
duly elected.
PUBLIC FILINGS
Copies of the Company's annual report on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K and amendments to those reports are made
available free of charge through the Company's web site at www.idexcorp.com as
soon as reasonably practicable after we electronically file them with the SEC.
ITEM 2. PROPERTIES.
The Company's principal plants and offices have an aggregate floor space
area of approximately 2.9 million square feet, of which 2.0 million square feet
(70%) are located in the U.S. and approximately 0.9 million square feet (30%)
are located outside the U.S., primarily in Italy (8%), the U.K. (6%), The
Netherlands (5%) and Germany (4%). These facilities are considered to be
suitable and adequate for their operations. Management believes that utilization
of manufacturing capacity ranges from 40% to 70% in each facility. The Company's
executive office occupies approximately 19,000 square feet of leased space in
Northbrook, Illinois.
Approximately 2.2 million square feet (74%) of the principal plant and
office floor area is owned by the Company, and the balance is held under lease.
Approximately 1.7 million square feet (57%) of the principal plant and office
floor area is held by business units in the Pump Products Group; 0.6 million
square feet (21%) is held by business units in the Dispensing Equipment Group;
and 0.6 million square feet (19%) is held by business units in the Other
Engineered Products Group.
ITEM 3. LEGAL PROCEEDINGS.
IDEX and nine 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. Such components were acquired from third party suppliers, and were not
manufactured by any of the subsidiaries. To date, all of the Company's
settlements and legal costs, except for costs of coordination, administration,
insurance investigation and a portion of defense costs, 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 Alabama, California, Connecticut, Georgia,
Illinois, Louisiana, Michigan, Mississippi, Nevada, New Jersey, New York, Ohio,
Pennsylvania, Texas and Washington. 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.
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IDEX is also party to various other legal proceedings arising in the
ordinary course of business, none of which is expected to have a material
adverse effect on its business, financial condition or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.
Information regarding the prices of, and dividends on, the Common Stock,
and certain related matters, is incorporated herein by reference to "Shareholder
Information" on page 44 of the 2003 Annual Report.
The principal market for the Common Stock is the New York Stock Exchange,
but the Common Stock is also listed on the Chicago Stock Exchange. As of January
31, 2004, Common Stock was held by approximately 5,700 shareholders and there
were 33,108,535 shares of Common Stock outstanding, net of treasury shares.
ITEM 6. SELECTED FINANCIAL DATA.
The information set forth under "Historical Data" on pages 16 and 17 of the
2003 Annual Report is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The information set forth under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 18 to 25 of the 2003
Annual Report is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
The information set forth under the caption "Market Risk" on page 25 of the
2003 Annual Report is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Consolidated Financial Statements of IDEX, including Notes thereto,
together with the independent auditors' report thereon of Deloitte & Touche LLP
on pages 26 to 39 of the 2003 Annual Report are incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 9A. 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
is required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.
7
As required by SEC Rule 13a-15(b), 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 as of the end of the period covered
by this report. 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 at the reasonable assurance level.
There has been no change in the Company's internal controls over financial
reporting during the Company's most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information under the headings "Election of Directors" and "Section 16(a)
Beneficial Ownership Reporting Compliance," and the information under the
subheading "Information Regarding the Board of Directors and Committees," in the
Company's 2004 Proxy Statement is incorporated herein by reference. Information
regarding executive officers of the Company is located in Part I, Item 1 of this
report under the caption "Executive Officers of the Registrant."
The Company has adopted a Code of Business Conduct and Ethics applicable to
the Company's directors, officers (including the Company's principal executive
officer and principal financial & accounting officer) and employees. The Code of
Business Conduct and Ethics, along with the Audit Committee Charter, Nominating
and Corporate Governance Committee Charter, Compensation Committee Charter and
Corporate Governance Guidelines are available on the Company's website at
www.idexcorp.com. In the event that we amend or waive any of the provisions of
the Code of Business Conduct and Ethics applicable to our principal executive
officer or principal financial & accounting officer, we intend to disclose the
same on the Company's website.
ITEM 11. EXECUTIVE COMPENSATION.
Information under the heading "Compensation of Executive Officers" in the
Company's 2004 Proxy Statement is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
Information under the heading "Security Ownership" and the information
under the subheading "Equity Compensation Plan Information" in the Company's
2004 Proxy Statement is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information under the subheading "Certain Interests" in the Company's 2004
Proxy Statement is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information under the heading "Principal Accountant Fees and Services" in
the Company's 2004 Proxy Statement is incorporated herein by reference.
8
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)1. Financial Statements
The following financial statements are incorporated herein by reference to
the 2003 Annual Report.
2003 ANNUAL
REPORT PAGE
-----------
Consolidated Balance Sheets as of December 31, 2003 and
2002...................................................... 26
Consolidated Statements of Operations for the Years Ended
December 31, 2003, 2002 and 2001.......................... 27
Consolidated Shareholders' Equity for the Years Ended
December 31, 2003, 2002 and 2001.......................... 28
Consolidated Cash Flows for the Years Ended December 31,
2003, 2002 and 2001....................................... 29
Notes to Consolidated Financial Statements.................. 30-38
Independent Auditors' Report................................ 39
2. Financial Statement Schedule
2003 FORM
10-K PAGE
---------
(a) Independent Auditors' Report................................ 11
(b) Schedule II -- Valuation and Qualifying Accounts............ 12
All other schedules are omitted because they are not applicable, not
required, or because the required information is included in the Consolidated
Financial Statements of IDEX or the Notes thereto.
3. Exhibits
The exhibits filed with this report are listed on the "Exhibit Index."
(b) Report on Form 8-K
On October 16, 2003, we furnished a Current Report on Form 8-K of a press
release reporting our financial results for the third quarter and nine months
ended September 30, 2003.
(c) Exhibit Index
Reference is made to the Exhibit Index beginning on page 14 hereof.
9
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of IDEX Corporation:
We have audited the consolidated financial statements of IDEX Corporation
and its Subsidiaries as of December 31, 2003 and 2002 and for each of the three
years in the period ended December 31, 2003, and have issued our report thereon
dated January 22, 2004; such financial statements and report are included in
your 2003 Annual Report to Shareholders and are incorporated herein by
reference. Our audits also included the financial statement schedule of IDEX
Corporation, listed in Item 15. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such financial statement schedule,
when considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly, in all material respects, the information set forth
therein.
DELOITTE & TOUCHE LLP
Chicago, Illinois
January 22, 2004
10
IDEX CORPORATION AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
BALANCE CHARGED TO BALANCE
BEGINNING COSTS AND END OF
DESCRIPTION OF YEAR EXPENSES(1) DEDUCTIONS(2) OTHER(3) YEAR
- ----------- --------- ----------- ------------- -------- -------
(IN THOUSANDS)
Allowance for Doubtful Accounts
Year Ended December 31, 2003:
Deducted from assets to which they
apply:
Allowance for Doubtful Accounts.... $3,089 $1,150 $ 565 $120 $3,794
Year Ended December 31, 2002:
Deducted from assets to which they
apply:
Allowance for Doubtful Accounts.... 3,375 75 533 172 3,089
Year Ended December 31, 2001:
Deducted from assets to which they
apply:
Allowance for Doubtful Accounts.... 3,342 830 1,269 472 3,375
- ---------------
(1) Includes provision for doubtful accounts, sales returns and sales discounts
granted to customers.
(2) Represents uncollectible accounts, net of recoveries.
(3) Represents acquisition, divestiture, translation and reclassification
adjustments.
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
IDEX CORPORATION
By: /s/ DOMINIC A. ROMEO
------------------------------------
Dominic A. Romeo
Vice President and Chief Financial
Officer
Date: March 5, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ DENNIS K. WILLIAMS Chairman of the Board, President, March 5, 2004
------------------------------------------------ Chief Executive Officer
Dennis K. Williams (Principal Executive Officer) and
Director
/s/ DOMINIC A. ROMEO Vice President and Chief Financial March 5, 2004
------------------------------------------------ Officer
Dominic A. Romeo (Principal Financial and Accounting
Officer)
/s/ BRADLEY J. BELL Director March 5, 2004
------------------------------------------------
Bradley J. Bell
/s/ FRANK S. HERMANCE Director March 5, 2004
------------------------------------------------
Frank S. Hermance
/s/ GREGORY B. KENNY Director March 5, 2004
------------------------------------------------
Gregory B. Kenny
/s/ PAUL E. RAETHER Director March 5, 2004
------------------------------------------------
Paul E. Raether
/s/ NEIL A. SPRINGER Director March 5, 2004
------------------------------------------------
Neil A. Springer
/s/ MICHAEL T. TOKARZ Director March 5, 2004
------------------------------------------------
Michael T. Tokarz
12
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
3.1 Restated Certificate of Incorporation of IDEX Corporation
(formerly HI, Inc.) (incorporated by reference to Exhibit
No. 3.1 to the Registration Statement on Form S-1 of IDEX,
et al., Registration No. 33-21205, as filed on April 21,
1988)
3.1(a) Amendment to Restated Certificate of Incorporation of IDEX
Corporation (formerly HI, Inc.) (incorporated by reference
to Exhibit No. 3.1(a) to the Quarterly Report of IDEX on
Form 10-Q for the quarter ended March 31, 1996, Commission
File No. 1-10235)
3.2 Amended and Restated By-Laws of IDEX Corporation
(incorporated by reference to Exhibit No. 3.2 to
Post-Effective Amendment No. 2 to the Registration Statement
on Form S-1 of IDEX, et al., Registration No. 33-21205, as
filed on July 17, 1989)
3.2(a) Amended and Restated Article III, Section 13 of the Amended
and Restated By-Laws of IDEX Corporation (incorporated by
reference to Exhibit No. 3.2(a) to Post-Effective Amendment
No. 3 to the Registration Statement on Form S-1 of IDEX, et
al., Registration No. 33-21205, as filed on February 12,
1990)
4.1 Restated Certificate of Incorporation and By-Laws of IDEX
Corporation (filed as Exhibits No. 3.1 through 3.2(a))
4.2 Indenture, dated as of February 23, 1998, between IDEX
Corporation, and Norwest Bank Minnesota, National
Association, as Trustee, relating to the 6 7/8% of Senior
Notes of IDEX due February 15, 2008 (incorporated by
reference to Exhibit No. 4.1 to the Current Report of IDEX
on Form 8-K dated February 23, 1998, Commission File No.
1-10235)
4.3 Specimen Senior Note of IDEX Corporation (incorporated by
reference to Exhibit No. 4.1 to the Current Report of IDEX
on Form 8-K dated February 23, 1998, Commission File No.
1-10235)
4.4 Specimen Certificate of Common Stock of IDEX Corporation
(incorporated by reference to Exhibit No. 4.3 to the
Registration Statement on Form S-2 of IDEX, et al.,
Registration No. 33-42208, as filed on September 16, 1991)
4.5 Credit Agreement, dated as of June 8, 2001, among IDEX
Corporation, Bank of America N.A. as Agent and Issuing Bank,
and the Other Financial Institutions Party Herto:
(incorporated by reference to Exhibit No. 4.5 to the
Quarterly Report of IDEX on Form 10-Q for the quarter ended
June 30, 2001, Commission File No. 1-10235)
4.6 Credit Lyonnais Uncommitted Line of Credit, dated as of
December 3, 2001 (incorporated by reference to Exhibit 4.6
to the Annual Report of IDEX on Form 10-K for the year ended
December 31, 2001, Commission File No. 1-10235)
4.6(a) Amendment No. 2 dated as of May 24, 2003 to the Credit
Lyonnais Uncommitted Line of Credit Agreement dated December
3, 2001 (incorporated by reference to Exhibit 4.6(a) to the
Quarterly Report of IDEX on Form 10-Q for the quarter ended
June 30, 2003, Commission File No. 1-10235)
4.7 Receivables Purchase Agreement dated as of December 20, 2001
among IDEX Receivables Corporation, as Seller, IDEX
Corporation, as Servicer, Falcon Asset Securitization
Corporation, the Several Financial Institutions from Time to
Time Party Hereto, and Bank One, NA (Main Office Chicago),
as Agent (incorporated by reference to Exhibit 4.7 to the
Annual Report of IDEX on Form 10-K for the year ended
December 31, 2001, Commission File No. 1-10235)
*4.7(a) Second Amended and Restated Fee Letter dated as of December
17, 2003 of the Receivables Purchase Agreement dated as of
December 20, 2001
10.1** Employment Agreement between IDEX Corporation and Dennis K.
Williams, dated April 14, 2000 (incorporated by reference to
Exhibit No. 10.6 to the Quarterly Report of IDEX on Form
10-Q for the quarter ended June 30, 2000, Commission File
No. 1-10235)
10.2** Amended and Restated Employment Agreement between IDEX
Corporation and Wayne P. Sayatovic, dated March 31, 2000
(incorporated by reference to Exhibit No. 10.2 to the
Quarterly Report of IDEX on Form 10-Q for the quarter ended
March 31, 2000, Commission File No. 1-10235)
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.2(a)** Letter Agreement between IDEX Corporation and Wayne P.
Sayatovic dated April 24, 2000 (incorporated by reference to
Exhibit No. 10.7 to the Quarterly Report of IDEX on Form
10-Q for the quarter ended June 30, 2000, Commission File
No. 1-10235)
10.3** Revised and Restated IDEX Management Incentive Compensation
Plan for Key Employees Effective January 1, 2003
10.4** Form of Indemnification Agreement of IDEX Corporation
(incorporated by reference to Exhibit No. 10.23 to the
Registration Statement on Form S-1 of IDEX, et al.,
Registration No. 33-28317, as filed on April 26, 1989)
10.5** Form of Shareholder Purchase and Sale Agreement of IDEX
Corporation (filed as Exhibit No. 4.8)
10.6** IDEX Corporation Amended and Restated Stock Option Plan for
Outside Directors adopted by resolution of the Board of
Directors dated as of January 25, 2000 (incorporated by
reference to Exhibit No. 10.1 of the Quarterly Report of
IDEX on Form 10-Q for the quarter ended March 31, 2000,
Commission File No. 10-10235)
*10.6(a) First Amendment to IDEX Corporation Amended and Restated
Stock Option Plan for Outside Directors, adopted by
resolution of the Board of Directors dated as of November
20, 2003
10.7** Non-Qualified Stock Option Plan for Non-Officer Key
Employees of IDEX Corporation (incorporated by reference to
Exhibit No. 10.15 to the Annual Report of IDEX on Form 10-K
for the year ended December 31, 1992, Commission File No.
1-102351)
10.8** Third Amended and Restated 1996 Stock Option Plan for
Non-Officer Key Employees of IDEX Corporation dated January
9, 2003 (incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-8 of IDEX, Registration No.
333-104768, as filed on April 25, 2003)
10.9** Non-Qualified Stock Option Plan for Officers of IDEX
Corporation (incorporated by reference to Exhibit No. 10.16
to the Annual Report of IDEX on Form 10-K for the year ended
December 31, 1992, Commission File No. 1-102351)
10.10** First Amended and Restated 1996 Stock Plan for Officers of
IDEX Corporation (incorporated by reference to Exhibit No.
10.1 to the Quarterly Report of IDEX on Form 10-Q for the
quarter ended March 31, 1998, Commission File No. 1-102351)
10.11** 2001 Stock Plan for Officers dated March 27, 2001
(incorporated by reference to Exhibit No. 10.2 to the
Quarterly Report of IDEX on Form 10-Q for the quarter ended
March 31, 2001, Commission File No. 1-10235)
10.12** Executive Incentive Bonus Plan dated March 27, 2001
(incorporated by reference to Exhibit No. 10.1 to the
Quarterly Report of IDEX on Form 10-Q for the quarter ended
March 31, 2001, Commission File No. 1-10235)
10.13** IDEX Corporation Supplemental Executive Retirement Plan
(incorporated by reference to Exhibit No. 10.17 to the
Annual Report of IDEX on Form 10-K for the year ended
December 31, 1992, Commission File No. 1-102351)
10.14** Second Amended and Restated IDEX Corporation Directors
Deferred Compensation Plan (incorporated by reference to
Exhibit No. 10.14(b) to the Annual Report of IDEX on Form
10-K for the year ended December 31, 1997, Commission File
No. 1-10235)
10.15** IDEX Corporation 1996 Deferred Compensation Plan for
Officers (incorporated by reference to Exhibit No. 4.8 to
the Registration Statement on Form S-8 of IDEX, et al.,
Registration No. 333-18643, as filed on December 23, 1996)
10.16** IDEX Corporation 1996 Deferred Compensation Plan for
Non-Officer Presidents (incorporated by reference to Exhibit
No. 4.7 to the Registration Statement on Form S-8 of IDEX,
et al., Registrant No. 333-18643, as filed on December 23,
1996)
10.17** Letter Agreement between IDEX Corporation and David T.
Windmuller, dated April 24, 2000 incorporated by reference
to Exhibit No. 10.9 to the Quarterly Report of IDEX on Form
10-Q for the quarter ended June 30, 2000, Commission File
No. 1-10235)
10.18** Letter Agreement between IDEX Corporation and John L.
McMurray, dated April 24, 2000 (incorporated by reference to
Exhibit No. 10.17(a) to the Annual Report of IDEX on Form
10-K for the year ended December 31, 2001, Commission File
No. 1-10235)
EXHIBIT
NUMBER DESCRIPTION
------- -----------
*10.19** Letter Agreement between IDEX Corporation and Kimberly K.
Bors, dated November 13, 2002
*10.20** Letter Agreement between IDEX Corporation and Kimberly K.
Bors, dated November 22, 2002
*10.21** Letter Agreement between IDEX Corporation and Dominic A.
Romeo, dated December 1, 2003
*10.22** Restricted Stock Award Agreement between IDEX Corporation
and Dominic A. Romeo, dated January 14, 2004
*12 Ratio of Earnings to Fixed Charges
*13 The portions of IDEX Corporation's 2003 Annual Report to
Shareholders, which are specifically incorporated by
reference.
*21 Subsidiaries of IDEX
*23 Consent of Deloitte & Touche LLP
*31.1 Certification of Chief Executive Officer Pursuant to Rule
13a-14(a) or Rule 15d-14(a)
*31.2 Certification of Chief Financial Officer Pursuant to Rule
13a-14(a) or Rule 15d-14(a)
*32.1 Certification pursuant to Section 1350 of Chapter 63 of
Title 18 of the United States Code
*32.2 Certification pursuant to Section 1350 of Chapter 63 of
Title 18 of the United States Code
- ---------------
* Filed herewith
** Management contract or compensatory plan or agreement.