IDEX (IEX) 10-K risk factor changes: FY2011 vs FY2010

[removed: _CHANGES IN] [added: _Changes in] U.S. [removed: OR INTERNATIONAL ECONOMIC CONDITIONS COULD ADVERSELY AFFECT THE PROFITABILITY OF ANY OF OUR BUSINESSES._][added: or International Economic Conditions Could Adversely Affect the Revenues and Profitability of Any of Our Businesses._]

In [removed: 2010, 51%] [added: 2011, 47%] of the Company’s revenue was derived from domestic operations while [removed: 49%] [added: 53%] was derived from international operations.

The Company’s largest [added: end] markets include life sciences and medical technologies, fire and rescue, petroleum LPG, paint and coatings, chemical processing and water and wastewater treatment.

A slowdown in the [added: U.S. or global] economy and in particular any of these specific end markets could [removed: directly affect] [added: reduce] the Company’s revenue stream and profitability.

[removed: _POLITICAL CONDITIONS IN FOREIGN COUNTRIES IN WHICH WE OPERATE COULD ADVERSELY AFFECT OUR BUSINESS._][added: _Conditions in Foreign Countries in Which We Operate Could Adversely Affect Our Business._]

In [removed: 2010,] [added: 2011,] approximately [removed: 49%] [added: 53%] of our total sales were to customers outside the U.S. We expect our international operations and export sales to continue to be significant for the foreseeable future.

| | • | [added: |] possibility of unfavorable circumstances arising from host country laws or regulations; |

| | • | [added: |] risks of economic instability; |

| | • | [added: |] currency exchange rate fluctuations and restrictions on currency repatriation; |

| | • | [added: |] potential negative consequences from changes to taxation policies; |

| | • | [removed: the] [added: |] disruption of operations from labor and political disturbances; |

| | • | [added: |] changes in tariff and trade barriers and import or export licensing requirements; and, |

| | • | [added: |] insurrection or war. |

[removed: _AN INABILITY TO CONTINUE TO DEVELOP NEW PRODUCTS CAN LIMIT THE COMPANY’S REVENUE AND PROFITABILITY._][added: _Our Inability to Continue to Develop New Products Could Limit Our Revenue Growth._]

The Company’s revenue grew [added: 9%] organically [removed: by 12%] in [removed: 2010, but was down 14%] [added: 2011 and 12%] in [removed: 2009.][added: 2010.]

Approximately [removed: 19%] [added: 15%] of our revenue was derived from new products developed over the past three years.

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We [removed: cannot be assured, however, that we will] [added: may not] be able to successfully identify suitable candidates, negotiate appropriate acquisition terms, obtain financing which may be needed to consummate those acquisitions, complete proposed [removed: acquisitions,] [added: acquisitions or] successfully integrate acquired businesses into our existing [removed: operations or expand into new markets.][added: operations.]

In addition, [removed: we cannot assure you that] any acquisition, once successfully integrated, [removed: will] [added: may not] perform as planned, be accretive to earnings, or prove to be beneficial to [removed: our operations and cash flow.][added: us.]

[removed: THIS COMPETITION COULD LIMIT THE VOLUME OF PRODUCTS THAT WE SELL AND REDUCE OUR OPERATING MARGINS._][added: This Competition Could Reduce our Sales and Operating Margins._]

Pricing pressures [removed: also could cause] [added: may require] us to adjust the prices of [removed: certain of] our products to stay competitive.

Any significant change in the value of the currencies of the countries in which we do business against the U.S. Dollar could affect our ability to sell products competitively and control our cost structure, which could have a material adverse effect on our [removed: business, financial condition,] results of [removed: operations and cash flow.][added: operations.]

“Quantitative and Qualitative Disclosure About Market [removed: Risk”.][added: Risk.”]

[removed: _AN UNFAVORABLE OUTCOME OF ANY OF OUR PENDING CONTINGENCIES OR LITIGATION COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND CASH FLOW._][added: _An Unfavorable Outcome of Any of Our Pending Contingencies or Litigation Could Adversely Affect Us._]

We currently are involved in [removed: certain] [added: several] legal and regulatory proceedings.

[removed: _OUR INTANGIBLE ASSETS ARE A SIGNIFICANT PORTION OF OUR TOTAL ASSETS AND A WRITE-OFF OF OUR INTANGIBLE ASSETS COULD ADVERSELY IMPACT OUR OPERATING RESULTS AND SIGNIFICANTLY REDUCE OUR NET WORTH._][added: _Our Intangible Assets, Including Goodwill, are a Significant Portion of Our Total Assets and a Write-off of Our Intangible Assets Would Adversely Impact Our Operating Results and Significantly Reduce Our Net Worth._]

At December 31, [removed: 2010,] [added: 2011,] goodwill and intangible assets totaled [removed: $1,207.0] [added: $1,431.4] million and [removed: $281.4] [added: $382.2] million, respectively.

These [removed: goodwill and intangible] assets result from our acquisitions, representing the excess of cost over the fair value of the tangible [added: net] assets we have acquired.

Annually, or when certain events occur that require a more current valuation, we assess whether there has been an impairment in the value of our goodwill [removed: or] [added: and identifiable] intangible assets.

Any determination requiring the write-off of a significant portion of [removed: the] [added: our] goodwill or [added: identifiable] intangible assets [removed: could have a material negative effect on] [added: would adversely impact] our results of operations and [removed: total capitalization.][added: net worth.]

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Failure to continue competing successfully could reduce our revenues, operating margins and overall financial performance.

“Legal Proceedings.”

##### [Table of Contents](#toc)

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Once integrated, acquired operations may not achieve levels of revenues, profitability or productivity comparable with those achieved by our existing operations, or otherwise perform as expected.

Failure to continue competing successfully could adversely affect our business, financial condition, results of operations and cash flow.

“Legal Proceedings”.

| | |

This management’s discussion and analysis, including, [removed: without limitations] [added: but not limited to,] the section entitled [removed: “Historical] [added: “2011] Overview and [removed: Outlook”] [added: Outlook”,] and other portions of this [removed: report] [added: report,] 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.

The risks and uncertainties include, but are not limited [removed: to, the following:] [added: to:] economic and political consequences resulting from terrorist attacks and wars; levels of 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 our order rates and 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; capacity utilization and [removed: the] [added: its] effect [removed: this has] on costs; labor markets; market conditions and material costs; and developments with respect to contingencies, such as litigation and environmental matters.

The forward-looking statements included here are only made as of the date of this report, and we undertake no obligation to [removed: publicly] update them to reflect subsequent events or circumstances.

[removed: Historical] [added: 2011] Overview and Outlook

The Fluid & Metering Technologies Segment designs, produces and distributes positive displacement pumps, flow meters, injectors, and other fluid-handling pump modules and systems and provides flow monitoring and other services for [added: the] water and [removed: wastewater.][added: wastewater industries.]

The Health & Science Technologies Segment designs, produces and distributes a wide range of precision [removed: fluidics] [added: fluidics, rotary lobe pumps, centrifugal and positive displacement pumps, roll compaction and drying systems used in beverage, food processing, pharmaceutical and cosmetics, pneumatic components and sealing] solutions, including very high precision, low-flow rate pumping solutions required in analytical instrumentation, clinical diagnostics and drug discovery, high performance molded and extruded, biocompatible medical devices and implantables, air compressors used in medical, dental and industrial applications, [added: optical components] and [added: coatings for applications in the fields of scientific research, defense, aerospace, telecommunications and electronics manufacturing, laboratory and commercial equipment used in the production of micro and nano scale materials,] precision [added: photonic solutions used in life sciences, research and defense markets, and precision] gear and peristaltic pump technologies that meet exacting [removed: OEM] [added: original equipment manufacturer] specifications.

[removed: The Fire & Safety/Diversified Products Segment produces firefighting] pumps and controls, rescue tools, lifting bags 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.

Some of our key [removed: 2010] [added: 2011] financial highlights are as follows:

| | • | [added: |] Sales of [removed: $1.51] [added: $1.8] billion rose [removed: 14%;] [added: 22%;] organic sales — excluding acquisitions and foreign currency translation — were up [removed: 12%.] [added: 9%.] |

##### [Table of [removed: Contents](#C62090tocpage)][added: Contents](#toc)]

| | • | [added: |] Net income increased [removed: 39%] [added: 23%] to [removed: $157.1] [added: $193.9] million. |

| | • | [added: |] Diluted EPS of [removed: $1.90] [added: $2.32] increased [removed: 50] [added: 42] cents compared to [removed: 2009.] [added: 2011.] |

[removed: Based] [added: For 2012 based] on the Company’s current outlook, [removed: for the full year 2011,] we are forecasting fully diluted EPS of [removed: $2.23] [added: $2.74] to [removed: $2.33.][added: $2.82.]

The following is a discussion and analysis of our financial position and results of operations for each of the three years in the period ended December 31, [removed: 2010.][added: 2011.]

For purposes of this discussion and analysis section, reference is made to the table on page [removed: 16] [added: 18] and the Consolidated Statements of Operations in Part II.

“Financial Statements and Supplementary [removed: Data” on page 26.][added: Data.”]

Sales in 2010 of $1,513.1 million were 14% higher than the $1,329.7 million recorded [removed: a year ago.][added: in 2009.]

In 2010, Fluid & Metering Technologies contributed [removed: 48%] [added: 46%] of sales and [removed: 44%] [added: 43%] of operating income; Health & Science Technologies accounted for [removed: 26%] [added: 28%] of sales and [removed: 28%] [added: 29%] of operating income; Dispensing Equipment accounted for 8% of sales and 7% of operating income; and Fire & Safety/Diversified Products represented 18% of sales and 21% of operating income.

Fluid & Metering Technologies sales of [removed: $729.9] [added: $704.9] million in 2010 increased [removed: $88.8] [added: $83.4] million, or [removed: 14%,] [added: 13%,] compared with 2009.

This reflects a [removed: 13%] [added: 12%] increase in organic sales and 2% for acquisitions [removed: (OBL, Periflo] [added: (OBL] and [removed: Fitzpatrick),] [added: Periflo),] partially offset by 1% unfavorable foreign currency translation.

In 2010, organic sales increased approximately [removed: 13%] [added: 12%] domestically and [removed: 14%] [added: 13%] internationally.

Health & Science Technologies sales of [removed: $397.2] [added: $622.3] million increased [removed: $92.9] [added: $200.1] million, or [removed: 31%,] [added: 47%,] in [removed: 2010] [added: 2011] compared with last year.

This change reflects a 21% increase in organic growth and a [removed: 10%] [added: 9%] increase from [removed: the acquisition of PPE.][added: acquisitions (PPE and Fitzpatrick).]

In 2010, organic sales increased 14% domestically and [removed: 32%] [added: 33%] internationally.

Organic sales to customers outside the U.S. were approximately [removed: 43%] [added: 44%] of total segment sales in 2010 and [removed: 40%] [added: 41%] in 2009.

In 2010, organic sales decreased 3% domestically and increased 7% [added: internationally.]

[removed: Selling, general and administrative (“SG&A”)] [added: SG&A] expenses increased to $358.3 million in 2010 from $325.5 million in 2009.

As a [removed: percent] [added: percentage] of net sales, SG&A expenses were 23.7% [removed: for] [added: in] 2010 and 24.5% in 2009.

These initiatives included severance benefits for 215 employees in 2010 and 478 [added: employees] in 2009.

The Company has completed these employee reductions in 2010 and [removed: expects] severance payments [removed: to be] [added: have been] fully paid [removed: by the end of 2011] using cash from operations.

In the Fluid & Metering Technologies [removed: Segment,] [added: segment,] operating income of [removed: $131.9] [added: $127.2] million and operating margins of [removed: 18.1%] [added: 18.0%] in 2010 were up from the [removed: $100.3] [added: $97.9] million and [removed: 15.6%] [added: 15.7%] recorded in 2009, principally due to higher sales and cost reduction initiatives.

In the Health & Science Technologies [removed: Segment,] [added: segment,] operating income of [removed: $82.3] [added: $87.0] million and operating margins of [removed: 20.7%] [added: 20.6%] in 2010 were up from the [removed: $51.7] [added: $54.1] million and [removed: 17.0%] [added: 16.7%] recorded in 2009 due to higher volume and cost reduction initiatives.

Net income [removed: for] [added: in] 2010 was $157.1 million, 39% higher than the $113.4 million earned in 2009.

Diluted earnings per share in 2010 of $1.90 increased $0.50, or 36%, compared with [removed: last year.][added: diluted earnings per share of $1.40 in 2009.]

| | | [removed: 2010] [added: 2011] | | | | [removed: 2009] [added: 2010(2)] | | | | [removed: 2008] [added: 2009(2)] | | |

| Operating [removed: margin(3)] [added: margin(4)] | | | [removed: 18.1] [added: 13.1] | % | | | 15.6 | % | | | [removed: 17.7] [added: 11.9] | % |

| Net [removed: sales(2)] [added: sales(3)] | | $ | [removed: 125,320] [added: 117,410] | | | $ | [removed: 127,279] [added: 125,320] | | | $ | [removed: 163,861] [added: 127,279] | |

| Operating [removed: income (loss)(3)(4)] [added: income(4)] | | | [removed: 19,490] [added: 15,409] | | | | [removed: 15,147] [added: 19,490] | | | | [removed: (10,748] [added: 15,147] | [removed: )] |

| Identifiable assets | | $ | [removed: 205,540] [added: 149,813] | | | $ | [removed: 164,979] [added: 205,540] | | | $ | [removed: 179,800] [added: 164,979] | |

| Depreciation and amortization | | | [removed: 3,753] [added: 3,181] | | | | [removed: 3,124] [added: 3,753] | | | | [removed: 3,986] [added: 3,124] | |

The Fire & Safety/Diversified Products Segment produces firefighting

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| | • | | Operating income of $304.7 million increased 22% compared to 2010. |

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In 2012, the Company is expecting mid-single digit organic growth.

“Financial Statements and Supplementary Data.” Certain prior year amounts have been revised to reflect the movement of the MPT reporting unit from the Fluid & Metering Technologies Segment to the Health & Science Technologies Segment.

Sales in 2011 of $1,838.5 million were 22% higher than the $1,513.1 million recorded a year ago.

This increase reflects a 9% increase in organic sales, 11% from seven acquisitions (PPE — April 2010, OBL — July 2010, Periflo — September 2010, Fitzpatrick — November 2010, AT Films — January 2011, Microfluidics — March 2011 and CVI MG — June 2011) and 2% favorable foreign currency translation.

Organic sales increased in Fluid & Metering Technologies, Health & Science Technologies and Fire & Safety/Diversified Products segments, but declined in the Dispensing Equipment segment.

Fluid & Metering Technologies sales of $816.9 million in 2011 increased $112.0 million, or 16%, compared with 2010.

This change reflects a 9% increase in organic growth, 37% for acquisitions (PPE, Fitzpatrick, AT Films, Microfluidics and CVI MG) and 1% favorable foreign currency translation.

The increase in organic sales

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reflects market strength across all Health & Science Technologies product markets.

This change reflects an 11% organic decline, partially offset by a 5% favorable foreign currency translation.

The decrease in organic sales was due to market softness in North America, partially offset by strength in Eastern Europe and Asia.

Organic sales decreased 36% domestically, primarily due to North American replenishment programs in 2010 and increased 2% internationally.

This change reflects 5% organic growth and a 2% favorable foreign currency translation.

The change in organic sales reflects strength in rescue equipment and engineered band clamping systems, partially offset by weakness in fire suppression.

Gross profit of $738.7 million in 2011 was $120.2 million, or 19%, higher than 2010.

Selling, general and administrative (“SG&A”) expenses increased to $421.7 million in 2011 from $358.3 million in 2010.

The $63.4 million increase reflects approximately $16.7 million in volume-related expenses, $46.4 million for incremental costs associated with acquisitions and $5.8 million of acquisition-related costs, partially offset by a $2.8 million gain from the sale of a facility in Italy and $2.7 million from the reversal of previously recorded share based compensation costs related to the CEO transition.

As a percentage of sales, SG&A expenses were 22.9% for 2011 and 23.7% for 2010.

During 2011, the Company recorded pre-tax restructuring expenses totaling $12.3 million, while $11.1 million was recorded for the same period in 2010.

The current restructuring initiative will continue into 2012 with severance payments to be fully paid by the end of 2012 using cash from operations.

Operating income increased $55.5 million, or 22%, to $304.7 million in 2011 from $249.1 million in 2010.

This increase primarily reflects an increase in volume, improved productivity and a gain from the sale of a facility in Italy, partially offset by acquisition fair value inventory charges and acquisition-related costs.

In the Fluid & Metering Technologies Segment, operating income of $160.0 million and operating margins of 19.6% in 2011 were up from the $127.2 million and 18.0% recorded in 2010 principally due to higher sales, sourcing initiatives, strategic pricing and cost control.

In the Health & Science Technologies Segment, operating income of $110.9 million in 2011 was up from the $87.0 million recorded in 2010 due to volume leverage, improved mix with new products and increased content on OEM platforms, partially offset by the inventory fair value charge associated with the CVI MG acquisition.

Operating margin in the Health & Science Technologies Segment of 17.8% in 2011 was down from 20.6% in 2010 primarily due to the inventory fair value charge associated with the CVI MG acquisition, partially offset by higher volume.

##### [Table of Contents](#toc)

related costs, partially offset by a gain from the sale of a facility in Italy.

The Company incurred $22.6 million of acquisition related transaction costs and fair value inventory charges in 2011, of which $5.8 million was recorded in SG&A expense and $16.8 million was recorded in cost of sales.

Other expense of $1.4 million in 2011 was higher than the $1.1 million expense in 2010, primarily due to higher losses on foreign currency transactions and a loss on an interest rate contract settlement, partially offset by an increase in interest income.

Interest expense increased to $29.3 million in 2011 from $16.2 million in 2010.

The increase was principally due to higher debt levels resulting from the funding of the CVI MG acquisition and a higher interest rate associated with the 4.5% senior notes issued in December 2010 with a 5.8% effective interest rate.

The provision for income taxes is based upon estimated annual tax rates for the year applied to federal, state and foreign income.

The provision for income taxes increased to $80.0 million for 2011 compared to $74.8 million in 2010.

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| | • | Gross margins improved 160 basis points to 40.9% of sales |

| | • | Operating margins at 16.5% increased 260 basis points compared to 2009. |

For 2011, the Company is expected to grow organically in the mid to high single digits with acquisition-related growth projected at approximately 4 percent for transactions completed in 2010 and two acquisitions to be completed in the first quarter of 2011.

Item 8.

internationally.

| | | | | | | | | | | | | |

| Net sales(2) | | $ | 729,945 | | | $ | 641,108 | | | $ | 697,702 | |

| Operating income(3) | | | 131,944 | | | | 100,289 | | | | 123,801 | |

| Identifiable assets | | $ | 1,111,085 | | | $ | 1,043,082 | | | $ | 1,070,348 | |

| Depreciation and amortization | | | 33,134 | | | | 32,584 | | | | 26,276 | |

| Capital expenditures | | | 17,308 | | | | 12,867 | | | | 13,859 | |

| Net sales(2) | | $ | 397,198 | | | $ | 304,329 | | | $ | 331,591 | |

| Operating income(3) | | | 82,332 | | | | 51,712 | | | | 58,297 | |

| Operating margin(3) | | | 20.7 | % | | | 17.0 | % | | | 17.6 | % |

| Identifiable assets | | $ | 648,400 | | | $ | 567,096 | | | $ | 594,459 | |

| Depreciation and amortization | | | 16,012 | | | | 14,293 | | | | 11,806 | |

| Capital expenditures | | | 7,516 | | | | 6,365 | | | | 5,365 | |

| Operating margin(3)(4) | | | 15.6 | % | | | 11.9 | % | | | (6.6 | )% |

| (4) | | Segment operating income includes $30.1 million goodwill impairment charge in 2008 for Fluid Management. |

Sales in 2009 of $1,329.7 million were 11% lower than the $1,489.5 million recorded in 2008.

This decrease reflects a 14% decrease in organic sales and 2% unfavorable foreign currency translation, partially offset by a 5% increase from five acquisitions (Richter — October 2008, iPEK — October 2008, IETG — October 2008, Semrock — October 2008 and Innovadyne — November 2008).

Organic sales decreased in all four of the Company’s reportable segments.

Fluid & Metering Technologies sales of $641.1 million in 2009 decreased $56.6 million, or 8%, compared with 2008.

Health & Science Technologies sales of $304.3 million decreased $27.3 million, or 8%, in 2009 compared with 2008.

This change represents a 12% decrease in organic volume and 1% unfavorable foreign currency translation, partially offset by a 5% increase from the acquisitions of Semrock and Innovadyne.

The decrease in organic sales reflected market softness across the Health & Science Technologies businesses.

Organic sales decreased 18%, while foreign currency translation accounted for 4% of the decrease.

The decrease in organic growth was due to continued deterioration in capital spending in the European and North American markets.

Organic domestic sales increased 8% compared with 2008, while organic international sales decreased 27%.

Organic sales activity decreased 9%, while foreign currency translation accounted for 4% of the decrease.

The decrease in organic business growth was driven by lower demand for engineered band clamping systems and lower levels of municipal spending.

Gross profit of $522.4 million in 2009 was $75.0 million, or 13%, lower than 2008.

SG&A expenses decreased to $325.5 million in 2009 from $343.4 million in 2008.

The $17.9 million decrease reflects approximately $40.7 million for restructuring related savings and volume related expenses, partially offset by a $22.8 million increase for incremental costs associated with recently acquired businesses.

As a percent of net sales, SG&A expenses were 24.5% for 2009 and 23.1% in 2008.

In 2008, the Company recorded a goodwill impairment charge of $30.1 million.

The Company concluded in accordance with ASC 350 that events had occurred and circumstances had changed which required the Company to perform an interim period goodwill impairment test at Fluid Management, a reporting unit in 2008 within the Company’s Dispensing Equipment Segment.

Fluid Management had experienced a downturn in capital spending by its customer base and a loss of market share.

Typically, the use of derivative instruments is limited to foreign currency forward contracts and interest rate exchange agreements on the Company’s outstanding long-term [removed: debt.][added: debt or long-term debt that is expected to be issued.]

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The Company’s interest rate exposure is primarily related to the $818.8 million of total debt outstanding at December 31, 2011.

Approximately 7% of the debt is priced at interest rates that float with the market.

A 50 basis point movement in the interest rate on the floating rate debt would result in an approximate $0.3 million annualized increase or decrease in interest expense and cash flows.

The remaining debt is fixed rate debt.

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Reporting units in the Fluid & Metering Technologies segment [removed: include Banjo, Energy,] [added: consist of: Banjo; Energy and Fuels (“Energy”);] Chemical, Food & [removed: Pharmaceuticals] [added: Process] (“CFP”) and Water & Waste Water (“Water”).

Reporting units in the Health & Science Technologies segment [removed: include] [added: consist of:] IDEX Health & Science [removed: (“IH&S”), Semrock,] [added: (“IH&S”); IDEX Optics and Photonics (“IOP”);] Precision Polymer Engineering [removed: (“PPE”),] [added: (“PPE”); Gast; Micropump and Materials Process Technologies (“MPT”) which we] previously referred to as [removed: Seals, Ltd, Gast and Micropump.][added: the Pharma group.]

Reporting units in the Fire & Safety/Diversified Products segment [removed: include] [added: consist of:] Fire [removed: Suppression,] [added: Suppression;] Rescue Tools and Band-It.

Fluid & Metering Technologies accounted for [removed: 48%] [added: 44%] of IDEX’s sales and [removed: 44%] [added: 45%] of IDEX’s operating income in [removed: 2010,] [added: 2011,] with approximately [removed: 47%] [added: 49%] of its sales to customers outside the U.S.

Approximately 11% of Banjo’s [removed: 2010] [added: 2011] sales were to customers outside the U.S.

_Energy._ Energy [removed: includes] [added: consists of] the Company’s Corken, Faure Herman, Liquid Controls, S.A.M.P.I. and Toptech businesses.

Headquartered in Lake Bluff, Illinois (Liquid Controls and Sponsler products), Energy has additional facilities in Longwood, Florida and Zwijndrech, Belgium (Toptech [removed: products);] [added: products),] Oklahoma City, Oklahoma (Corken [removed: products);] [added: products),] La Ferté Bernard, France [removed: and Houston, Texas] (Faure Herman [removed: products);] [added: products),] Vadodara, Gujarat, India (Liquid Controls [removed: products);] [added: products),] and Altopascio, Italy (S.A.M.P.I. products).

Approximately [removed: 55%] [added: 57%] of Energy’s [removed: 2010] [added: 2011] sales were to customers outside the U.S.

_Chemical, Food & [removed: Pharmaceuticals._] [added: Process._] CFP [removed: includes] [added: consists of] the Company’s [removed: Quadro,] Richter, Viking and Warren Rupp businesses.

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[removed: replacement parts;] [added: CFP is] a leading [removed: provider] [added: producer] of [added: air-operated and motor-driven double-diaphragm pumps and replacement parts,] premium quality lined pumps, valves and control equipment for the chemical, fine chemical and pharmaceutical [removed: industries and a leading provider of particle control solutions for the pharmaceutical] [added: industries,] and [removed: bio-pharmaceutical markets.][added: external gear pumps.]

Viking’s products consist of external gear pumps, strainers and reducers, and related controls used for transferring and metering thin and viscous liquids sold under the Viking® [removed: brand] and [added: Wright Flow TM brands and] air-operated double-diaphragm pumps sold under the Blagdon® brand.

[removed: Markets served by Warren Rupp products include chemical, paint, food processing, electronics, construction, utilities, mining and industrial maintenance.CFP] [added: CFP] maintains operations in [removed: Muskego, Wisconsin; Elmhurst, Illinois; Waterloo, Ontario, Canada; and Eastbourne, East Sussex, England (Quadro);] Kampen, [removed: Germany; Nanjing, China, and Coimbatore, India (Richter);] [added: Germany (Richter products),] Cedar Falls, Iowa [removed: (Richter, Quadro] [added: (Richter] and [removed: Viking);] [added: Viking products), Eastbourne, East Sussex, England, Shannon, Ireland (Viking products)] and Mansfield, Ohio (Warren [removed: Rupp);.][added: Rupp products).]

CFP [removed: uses] primarily [added: uses] independent distributors to [removed: sell and] market [added: and sell] its products.

Approximately [removed: 53%] [added: 55%] of CFP’s [removed: 2010] [added: 2011] sales were to customers outside the U.S.

_Water & Waste Water._ Water [removed: includes] [added: consists of] the Company’s ADS, IETG, iPEK, Knight and Pulsafeeder businesses.

Water is a leading provider of metering technology and flow monitoring products and underground surveillance services for water & wastewater markets, as well as a leading manufacturer of pumps and dispensing equipment for industrial laundries, commercial dishwashing and chemical [removed: metering;] [added: metering,] and a provider of metering pumps, special-purpose rotary pumps, peristaltic pumps, fully integrated pump and metering systems, custom chemical-feed systems, electronic controls and dispensing equipment.

Water maintains operations in Huntsville, [removed: Alabama;] [added: Alabama and various other locations in the United States,] Sydney, New South Wales, [removed: Australia;] [added: Australia and] Melbourne, Victoria, [removed: Australia; and Auckland, New Zealand (ADS);] [added: Australia (ADS products),] Leeds, England [removed: (IETG);] [added: (IETG products and services),] Hirschegg, [removed: Austria;] [added: Austria,] and Sulzberg, Germany [removed: (iPEK);] [added: (iPEK products),] Lake Forest, [removed: California;] [added: California,] Mississauga, Ontario, [removed: Canada;] [added: Canada,] Eastbourne, East Sussex, [removed: England;,Unanderra, New South Wales,] [added: England, Unanderra,] Australia, and Ciudad Juarez, Chihuahua, Mexico [removed: _(Maquila Arrangement)_ (Knight);] [added: (Knight products),] Rochester, New [removed: York;] [added: York,] Punta Gorda, [removed: Florida; Loveland, Ohio;] [added: Florida] and Milan, Italy [removed: (Pulsafeeder).][added: (Pulsafeeder products).]

Approximately [removed: 41%] [added: 46%] of Water’s [removed: 2010] [added: 2011] sales were to customers outside the U.S.

The Health & Science Technologies Segment designs, produces and distributes a wide range of precision [removed: fluidics] [added: fluidics, rotary lobe pumps, centrifugal] and [added: positive displacement pumps, roll compaction and drying systems used in beverage, food processing, pharmaceutical and cosmetics, pneumatic components and] sealing solutions, including very high precision, low-flow rate pumping solutions required in analytical instrumentation, clinical diagnostics and drug discovery, high performance molded and extruded, biocompatible medical devices and implantables, air compressors used in medical, dental and industrial applications, [added: optical components] and [removed: precision gear] [added: coatings for applications in the fields of scientific research, defense, aerospace, telecommunications] and [removed: peristaltic pump technologies that meet exacting OEM specifications.][added: electronics manufacturing, laboratory and commercial equipment used in the production of micro and nano scale]

The segment accounted for [removed: 26%] [added: 6%] of IDEX’s sales and [removed: 28%] [added: 4%] of [added: IDEX’s] operating income in [removed: 2010,] [added: 2011,] with approximately [removed: 45%] [added: 77%] of its sales to customers outside the U.S.

_IDEX Health & Science._ IH&S consists of the Eastern Plastics, Innovadyne, Isolation Technologies, Rheodyne, Ismatec, Sapphire Engineering, Systec and Upchurch Scientific businesses and has facilities in Rohnert Park, California (Innovadyne, Rheodyne and Systec products); Bristol, Connecticut (Eastern Plastics products); Glattbrugg, Switzerland and Wertheim-Mondfeld, Germany (Ismatec [removed: products);] [added: products),] Middleboro, Massachusetts (Isolation Technologies and Sapphire Engineering [removed: products);] [added: products),] and Oak Harbor, Washington [removed: (Upchurch Scientific] [added: (Ismatec] and [removed: Ismatec] [added: Upchurch Scientific] products).

Rheodyne and Systec products [removed: include] [added: consist of] injectors, valves, fittings and accessories for the analytical instrumentation market.

Isolation Technologies products [removed: include] [added: consist of] advanced column hardware and accessories for the high performance liquid chromatography (“HPLC”) market.

Approximately [removed: 44%] [added: 51%] of IH&S’s [removed: 2010] [added: 2011] sales were to customers outside the U.S.

[removed: _Semrock._] Semrock is a provider of optical filters for biotech and analytical instrumentation in the life sciences markets.

Approximately [removed: 39%] [added: 54%] of [removed: Semrock’s 2010] [added: IOP’s 2011] sales were to customers outside the U.S.

_Precision Polymer [removed: Engineering (PPE)._] [added: Engineering._] PPE, which was acquired in April 2010 and is located in Blackburn, England, is a provider of proprietary high performance seals and advanced sealing solutions for a diverse range [removed: of global industries and applications, including hazardous duty, analytical instrumentation, semiconductor/solar, process technologies, pharmaceutical, electronics, and food applications.]

Approximately [removed: 83%] [added: 82%] of PPE’s [removed: 2010] [added: 2011] sales were to customers outside the U.S.

_Gast._ Gast [removed: includes] [added: consists of] the Company’s Gast and Jun-Air businesses.

Based in Benton Harbor, Michigan, Gast also has a [removed: facility] [added: manufacturing site] in Redditch, England.

[added: The] Jun-Air [added: business] is a provider of low-decibel, ultra-quiet vacuum compressors suitable for medical, dental and laboratory applications.

Approximately [removed: 29%] [added: 33%] of Gast’s [removed: 2010] [added: 2011] sales were to customers outside the U.S.

_Micropump._ Micropump [removed: includes] [added: consists of] the Company’s Micropump and Trebor businesses.

Approximately [removed: 68%] [added: 71%] of Micropump’s [removed: 2010] [added: 2011] sales were to customers outside the U.S.

[removed: The segment accounted for 8% of IDEX’s sales and 7% of IDEX’s operating income in 2010, with approximately 67% of its sales to customers outside the U.S.] Dispensing Equipment is a global supplier of precision-designed tinting, mixing, dispensing and measuring equipment for auto refinishing and architectural paints.

Dispensing Equipment is headquartered in Wheeling, [removed: Illinois,] [added: Illinois] with additional [removed: operations] [added: facilities] in Sassenheim, The [removed: Netherlands;] [added: Netherlands,] Unanderra, [removed: Australia;] [added: Australia,] Gennevilliers, [removed: France;] [added: France,] Milan, [removed: Italy; Torun, Poland;] [added: Italy,] Barcelona, [removed: Spain;] [added: Spain,] and Scarborough, Ontario, Canada.

The segment accounted for [removed: 18%] [added: 34%] of IDEX’s sales and [removed: 21%] [added: 31%] of [removed: IDEX’s] operating income in [removed: 2010,] [added: 2011,] with approximately [removed: 55%] [added: 53%] of its sales to customers outside the U.S.

_Fire Suppression._ Fire Suppression [removed: includes] [added: consists of] the [removed: Company’s] Class 1, Hale and Godiva businesses, which produce truck-mounted and portable fire pumps, stainless steel valves, foam and compressed air foam systems, pump modules and pump kits, electronic controls and information systems, conventional and networked electrical systems, and mechanical components for the fire, rescue and specialty vehicle markets.

Fire Suppression is headquartered in Ocala, Florida (Class [removed: 1),] [added: 1 products),] with additional facilities located in Conshohocken, Pennsylvania [removed: (Hale); Neenah, Wisconsin (Class 1 and Hale);] [added: (Hale products)] and Warwick, England [removed: (Godiva).][added: (Godiva products).]

Markets served by Warren Rupp products include chemical, paint, food processing, electronics, construction, utilities, mining and industrial maintenance.

##### [Table of Contents](#toc)

materials, precision photonic solutions used in life sciences, research and defense markets, and precision gear and peristaltic pump technologies that meet exacting original equipment manufacturer specifications.

_IDEX Optics and Photonics._ IOP consists of CVI Melles Griot (“CVI MG”), which was acquired in June 2011, Semrock, and AT Films, which was acquired in January 2011.

CVI MG is a global leader in the design and manufacture of precision photonic solutions used in the life sciences, research, semiconductor, security and defense markets.

CVI MG’s innovative products are focused on the generation, control and productive use of light for a variety of key science and industrial applications.

Products consist of specialty lasers and light sources, electro-optical components, specialty shutters, opto-mechanical assemblies and components.

In addition, CVI MG produces critical components for life science research, electronics manufacturing, military and other industrial applications including lenses, mirrors, filters and polarizers.

These components are utilized in a number of important applications such as spectroscopy, cytometry (cell counting), guidance systems for target designation, remote sensing, menology and optical lithography.

CVI MG is headquartered in Albuquerque, New Mexico, with additional manufacturing sites located in Carlsbad, California, Covina, California, Rochester, New York, Isle of Man, British Isles; Leicester, England, Kyongki-Do, Korea, Tokyo, Japan, Didam, The Netherlands, and Singapore.

AT Films specializes in optical components and coatings for applications in the fields of scientific research, defense, aerospace, telecommunications and electronics manufacturing.

AT Films’ core competence is the design and manufacture of filters, splitters, reflectors and mirrors with the precise physical properties required to support their customers’ most challenging and cutting-edge optical applications.

AT Films is headquartered in Boulder, Colorado.

##### [Table of Contents](#toc)

of global industries and applications, including hazardous duty, analytical instrumentation, semiconductor/solar, process technologies, pharmaceutical, electronics, and food applications.

_Materials Process Technologies:_ MPT consists of the Quadro, Fitzpatrick and Microfluidics businesses.

Quadro is a leading provider of particle control solutions for the pharmaceutical and bio-pharmaceutical markets.

Based in Waterloo, Ontario, Canada, Quadro’s core capabilities include fine milling, emulsification and special handling of liquid and solid particulates for laboratory, pilot phase and production scale processing within the pharmaceutical and bio-pharmaceutical markets.

Fitzpatrick is a global leader in the design and manufacture of process technologies for the pharmaceutical, food and personal care markets.

Fitzpatrick designs and manufactures customized size reduction, roll compaction and drying systems to support their customers’ product development and manufacturing processes.

Fitzpatrick is headquartered in Elmhurst, Illinois.

Microfluidics is a global leader in the design and manufacture of laboratory and commercial equipment used in the production of micro and nano scale materials for the pharmaceutical and chemical markets.

Microfluidics is the exclusive producer of the Microfluidizer® family of high shear fluid processors for uniform particle size reduction, robust cell disruption and nanoparticle creation.

Microfluidics is headquartered in Newton, Massachusetts.

Approximately 53% of MPT’s 2011 sales were to customers outside the U.S.

##### [Table of Contents](#toc)

The segment accounted for 16% of IDEX’s sales and 20% of IDEX’s operating income in 2011, with approximately 57% of its sales to customers outside the U.S.

##### [Table of Contents](#toc)

##### [Table of Contents](#toc)

Mr. Silvernail has served as Chief Executive Officer since August 2011, and as Chairman of the Board since January 2012.

Mr. Salliotte has served as Vice President-Mergers, Acquisitions and Treasury since February 2011.

##### [Table of Contents](#toc)

CFP is a leading producer of air-operated and motor-driven double-diaphragm pumps and

Quadro’s products (which also include Fitzpatrick, Inc. (“Fitzpatrick”) and Wright Flow products) consist of rotary lobe pumps, stainless-steel centrifugal and positive displacement pumps, pump replacement parts and customized size reduction, roll compaction and drying systems for the beverage, food processing, pharmaceutical, cosmetics and other industries that require sanitary processing, as well as products for fine milling, emulsification and special handling of liquid and solid particulates for laboratory, pilot phase and production scale processing.

Jun-Air has locations in Norresundby, Denmark and Lyon, France; and Dankeryd, The Netherlands.

pumps); the Milton Roy unit of United Technologies Corporation (with respect to metering pumps and controls); and Tuthill Corporation (with respect to rotary gear pumps).

| | | | | | | | | | | |

| | | | | | | Years of | | | | |

| Kevin G. Hostetler | | | 42 | | | | 5 | | | Vice President-Group Executive Fluid & Metering Technologies |

| John L. McMurray | | | 60 | | | | 18 | | | Vice President-Corporate |

| Harold Morgan | | | 52 | | | | 3 | | | Vice President-Human Resources |

Mr. Kingsley has been Chairman of the Board since April 2006.

He was appointed to the position of President and Chief Executive Officer in March 2005.

As previously announced in December 2010, Mr. Romeo is retiring in February 2011.

Mr. Hostetler has been Vice President-Group Executive Fluid & Metering Technologies since February 2010.

Mr. Hostetler joined IDEX in July 2005 as President of the Energy Group and was appointed Vice President, Group Executive and President Energy and Water and IDEX Asia in December 2008.

Mr. McMurray has served as Vice President-Corporate since February 2010 with responsibilities for operational excellence, supply chain and environment and health and safety.

Prior to that, Mr. McMurray was Vice President-Group Executive from August 2003.

Mr. McMurray will be retiring in April 2011.

Mr. Mitts has been Vice President-Corporate Finance since September 2005.

In December 2010, the Company announced that Mr. Mitts is succeeding Mr. Romeo as Chief Financial Officer in February 2011.

Mr. Morgan has been Vice President-Human Resources of the Company since June 2008.

From February 2003 to June 2008, Mr. Morgan was Senior Vice President and Chief Administrative Officer for Bally Total Fitness Corporation.

Mr. Silvernail has been Vice President-Group Executive Health & Science Technologies, Global Dispensing and Fire & Safety/Diversified Products since January 2011.

| | |

The Company and [removed: nine] [added: seven] of its subsidiaries are presently named as defendants in a number of lawsuits claiming various asbestos-related personal [removed: injuries,] [added: injuries and seeking money damages,] allegedly as a result of exposure to products manufactured with components that contained asbestos.

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 [added: to claims that are tendered to them.]

Only one case has been tried, resulting in a verdict for the [removed: Company’s] [added: affected] business unit.

No provision has been made in the financial statements of the [removed: Company,] [added: Company for these asbestos-related claims,] other than for insurance deductibles in the ordinary course, and the Company does not currently believe [removed: the asbestos-related] [added: these] claims will have a material adverse effect on [removed: the Company’s business, financial position, results of operations or cash flow.][added: it.]

The Company 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 [removed: its business, financial condition, results of operations or cash flow.][added: it.]

##### [Table of Contents](#C62090tocpage)

to claims that are tendered to them.

| | |

##### [Table of [removed: Contents](#C62090tocpage)][added: Contents](#toc)]

| [removed: þ |] [added: þ] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

| | [removed: |] For the Fiscal Year Ended December 31, [removed: 2010] [added: 2011] |

| [removed: o |] [added: ¨] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

| | [removed: |] For the Transition Period From to |

| 1925 West Field Court, Lake Forest, [removed: Illinois _(Address of principal executive offices)_] [added: Illinois] | | [removed: 60045 _(Zip Code)_] [added: 60045] |

Yes þ No [removed: o][added: ¨]

Yes [removed: o] [added: ¨] No þ

| Large accelerated filer þ | [added: |] Accelerated filer [removed: o] [added: ¨] | [added: |] Non-accelerated filer [removed: o] [added: ¨] | [added: |] Smaller reporting company [removed: o] [added: ¨] |

[added: | | |] (Do not check if a smaller reporting company) [added: | | | | |]

The aggregate market value of the voting stock (based on the June 30, [removed: 2010] [added: 2011] closing price of [removed: $28.57)] [added: $45.85)] held by non-affiliates of IDEX Corporation was [removed: $2,292,832,953.][added: $3,755,534,573.]

The number of shares outstanding of IDEX Corporation’s common stock, par value $.01 per share (the “Common Stock”), as of February 17, [removed: 2011] [added: 2012] was [removed: 82,441,446 (net of treasury shares).][added: 83,804,606.]

Portions of the [removed: 2010] [added: 2011] Annual Report to stockholders of IDEX Corporation (“the [removed: 2010] [added: 2011] Annual Report”) are incorporated by reference in Part II of this Form 10-K and portions of the Proxy Statement of IDEX Corporation (the [removed: “2011] [added: “2012] Proxy Statement”) with respect to the [removed: 2011] [added: 2012] annual meeting of stockholders are incorporated by reference into Part III of this Form 10-K.

| [removed: [PART I.](#C62090101) | |] [added: PART I.] | | | | | | |

| [removed: | [Item 1.](#C62090102) |] [added: Item 1.] | | [removed: [Business](#C62090102)] [added: [Business](#tx270136_1)] | | | 1 | |

| [removed: | [Item 1A.](#C62090103) |] [added: Item 1A.] | | [Risk [removed: Factors](#C62090103)] [added: Factors](#tx270136_2)] | | | [removed: 7] [added: 8] | |

| [removed: | [Item 1B.](#C62090104) |] [added: Item 1B.] | | [Unresolved Staff [removed: Comments](#C62090104)] [added: Comments](#tx270136_3)] | | | [removed: 9] [added: 10] | |

| [removed: | [Item 2.](#C62090105) |] [added: Item 2.] | | [removed: [Properties](#C62090105)] [added: [Properties](#tx270136_4)] | | | [removed: 9] [added: 10] | |

| [removed: | [Item 3.](#C62090106) |] [added: Item 3.] | | [Legal [removed: Proceedings](#C62090106)] [added: Proceedings](#tx270136_5)] | | | [removed: 9] [added: 10] | |

| [removed: [PART II.](#C62090108) | |] [added: PART II.] | | | | | | |

| [removed: | [Item 5.](#C62090109) |] [added: Item 5.] | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#C62090109)] [added: Securities](#tx270136_7)] | | | [removed: 10] [added: 11] | |

| [removed: | [Item 6.](#C62090110) |] [added: Item 6.] | | [Selected Financial [removed: Data](#C62090110)] [added: Data](#tx270136_8)] | | | [removed: 12] [added: 13] | |

| [removed: | [Item 7.](#C62090111) |] [added: Item 7.] | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#C62090111)] [added: Operations](#tx270136_9)] | | | [removed: 13] [added: 14] | |

| [removed: | [Item 7A.](#C62090112) |] [added: Item 7A.] | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#C62090112)] [added: Risk](#tx270136_10)] | | | [removed: 24] [added: 26] | |

| [removed: | [Item 8.](#C62090113) |] [added: Item 8.] | | [Financial Statements and Supplementary [removed: Data](#C62090113)] [added: Data](#tx270136_11)] | | | [removed: 25] [added: 28] | |

| [removed: | [Item 9.](#C62090114) |] [added: Item 9.] | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#C62090114)] [added: Disclosure](#tx270136_12)] | | | [removed: 62] [added: 68] | |

| [removed: | [Item 9A.](#C62090115) |] [added: Item 9A.] | | [Controls and [removed: Procedures](#C62090115)] [added: Procedures](#tx270136_13)] | | | [removed: 62] [added: 68] | |

| [removed: | [Item 9B.](#C62090116) |] [added: Item 9B.] | | [Other [removed: Information](#C62090116)] [added: Information](#tx270136_14)] | | | [removed: 62] [added: 68] | |

| [removed: [PART III.](#C62090117) | |] [added: PART III.] | | | | | | |

| [removed: | [Item 10.](#C62090118) |] [added: Item 10.] | | [Directors, Executive Officers and Corporate [removed: Governance](#C62090118)] [added: Governance](#tx270136_15)] | | | [removed: 62] [added: 68] | |

| [removed: | [Item 11.](#C62090119) |] [added: Item 11.] | | [Executive [removed: Compensation](#C62090119)] [added: Compensation](#tx270136_16)] | | | [removed: 62] [added: 68] | |

| [removed: | [Item 12.](#C62090120) |] [added: Item 12.] | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#C62090120)] [added: Matters](#tx270136_17)] | | | [removed: 63] [added: 69] | |

| [removed: | [Item 13.](#C62090121) |] [added: Item 13.] | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#C62090121)] [added: Independence](#tx270136_18)] | | | [removed: 63] [added: 69] | |

| [removed: | [Item 14.](#C62090122) |] [added: Item 14.] | | [Principal Accountant Fees and [removed: Services](#C62090122)] [added: Services](#tx270136_19)] | | | [removed: 63] [added: 69] | |

| [removed: [PART IV.](#C62090123) | |] [added: PART IV.] | | | | | | |

| [removed: | [Item 15.](#C62090124) |] [added: Item 15.] | | [Exhibits and Financial Statement [removed: Schedules](#C62090124)] [added: Schedules](#tx270136_20)] | | | [removed: 64] [added: 70] | |

| [Exhibit [removed: Index](#C62090127) | |] [added: Index](#tx270136_22)] | | | | | [removed: 67] [added: 72] | |

10-K 1 d270136d10k.htm FORM 10-K

| --- | --- |

| --- | --- |

| --- | --- |

| _(Address of principal executive offices)_ | | _(Zip Code)_ |

Yes þ No ¨

Yes þ No ¨

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

Yes ¨ No þ

##### [Table of Contents](#toc)

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| Item 4. | | [Mine Safety Disclosures](#tx270136_6) | | | 10 | |

| | | | | | | |

| | | | | | | |

| | | | | | | |

| [Signatures](#tx270136_21) | | | | | 71 | |

##### [Table of Contents](#toc)

10-K 1 c62090e10vk.htm FORM 10-K

| | | |

| --- | --- | --- |

| | | | |

| --- | --- | --- | --- |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | [Item 4.](#C62090107) | | | [(Removed and Reserved)](#C62090107) | | | 10 | |

| [Schedule II — Valuation and Qualifying Accounts](#C62090125) | | | | | | | 65 | |

| [Signatures](#C62090126) | | | | | | | 66 | |

| [EX-10.30](https://www.sec.gov/Archives/edgar/data/832101/000095012311018609/c62090exv10w30.htm) | | | | | | | | |

| [EX-10.31](https://www.sec.gov/Archives/edgar/data/832101/000095012311018609/c62090exv10w31.htm) | | | | | | | | |

| [EX-12](https://www.sec.gov/Archives/edgar/data/832101/000095012311018609/c62090exv12.htm) | | | | | | | | |

| [EX-21](https://www.sec.gov/Archives/edgar/data/832101/000095012311018609/c62090exv21.htm) | | | | | | | | |

| [EX-23](https://www.sec.gov/Archives/edgar/data/832101/000095012311018609/c62090exv23.htm) | | | | | | | | |

| [EX-31.1](https://www.sec.gov/Archives/edgar/data/832101/000095012311018609/c62090exv31w1.htm) | | | | | | | | |

| [EX-31.2](https://www.sec.gov/Archives/edgar/data/832101/000095012311018609/c62090exv31w2.htm) | | | | | | | | |

| [EX-32.1](https://www.sec.gov/Archives/edgar/data/832101/000095012311018609/c62090exv32w1.htm) | | | | | | | | |

| [EX-32.2](https://www.sec.gov/Archives/edgar/data/832101/000095012311018609/c62090exv32w2.htm) | | | | | | | | |

| [EX-101 INSTANCE DOCUMENT](https://www.sec.gov/Archives/edgar/data/832101/000095012311018609/iex-20101231.xml) | | | | | | | | |

| [EX-101 SCHEMA DOCUMENT](https://www.sec.gov/Archives/edgar/data/832101/000095012311018609/iex-20101231.xsd) | | | | | | | | |

| [EX-101 CALCULATION LINKBASE DOCUMENT](https://www.sec.gov/Archives/edgar/data/832101/000095012311018609/iex-20101231_cal.xml) | | | | | | | | |

| [EX-101 LABELS LINKBASE DOCUMENT](https://www.sec.gov/Archives/edgar/data/832101/000095012311018609/iex-20101231_lab.xml) | | | | | | | | |

| [EX-101 PRESENTATION LINKBASE DOCUMENT](https://www.sec.gov/Archives/edgar/data/832101/000095012311018609/iex-20101231_pre.xml) | | | | | | | | |

| [EX-101 DEFINITION LINKBASE DOCUMENT](https://www.sec.gov/Archives/edgar/data/832101/000095012311018609/iex-20101231_def.xml) | | | | | | | | |

| | |

None.

The Company has received no written comments regarding its periodic or current reports from the staff of the Securities and Exchange Commission that remain unresolved.

| | |

The Company’s principal plants and offices have an aggregate floor space area of approximately [removed: 4.0] [added: 4.2] million square feet, of which [removed: 2.5] [added: 2.8] million square feet [removed: (62%)] [added: (66%)] is located in the U.S. and approximately [removed: 1.5] [added: 1.4] million square feet [removed: (38%)] [added: (34%)] is located outside the U.S., primarily in Germany (8%), [removed: Italy (7%),] the U.K. [removed: (6%),] [added: (7%),] China (4%) and The Netherlands (2%).

[removed: These] [added: Management considers these] facilities [removed: are considered to be] suitable and adequate for their operations.

Management believes [removed: we] [added: the Company] can meet the expected demand increase over the near term with [removed: our] [added: its] existing facilities, especially given [removed: our] [added: its] operational improvement initiatives that usually increase capacity.

The Company’s executive office occupies [removed: 32,165] [added: 33,085] square feet of leased space in Lake Forest, Illinois.

Approximately [removed: 2.9] [added: 2.7] million square feet [removed: (73%)] [added: (65%)] of the principal plant and office floor area is owned by the Company, and the balance is held under lease.

Approximately [removed: 1.9] [added: 1.7] million square feet [removed: (48%)] [added: (41%)] of the principal plant and office floor area is held by business units in the Fluid & Metering Technologies Segment; [removed: 0.7] [added: 1.3] million square feet [removed: (18%)] [added: (31%)] is held by business units in the Health & Science Technologies Segment; [removed: 0.5] [added: 0.3] million square feet [removed: (12%)] [added: (7%)] is held by business units in the Dispensing Equipment Segment; and [removed: 0.8] [added: 0.7] million square feet [removed: (19%)] [added: (17%)] is held by business units in the Fire & Safety/Diversified Products Segment.

| | |

Not applicable.

##### [Table of Contents](#toc)

| | |

As of February 17, [removed: 2011,] [added: 2012, the] Common Stock was held by approximately 7,000 [removed: shareholders] [added: recordholders] and there were [removed: 82,441,446] [added: 83,804,606] shares of Common Stock [removed: outstanding, net of treasury shares.][added: outstanding.]

| | | High | | | | Low | | | | [added: Dividends] Per Share | | | | High | | | | Low | | | | [added: Dividends] Per Share | | |

| First Quarter | | $ | [removed: 33.66] [added: 43.78] | | | $ | [removed: 28.09] [added: 38.02] | | | $ | [removed: 0.12] [added: 0.15] | | | $ | [removed: 26.24] [added: 33.66] | | | $ | [removed: 16.67] [added: 28.09] | | | $ | 0.12 | |

| Second Quarter | | | [removed: 35.54] [added: 47.50] | | | | [removed: 28.49] [added: 41.90] | | | | [removed: 0.15] [added: 0.17] | | | | [removed: 26.18] [added: 35.54] | | | | [removed: 19.67] [added: 28.49] | | | | [removed: 0.12] [added: 0.15] | |

| Third Quarter | | | [removed: 36.24] [added: 47.28] | | | | [removed: 27.54] [added: 30.09] | | | | [removed: 0.15] [added: 0.17] | | | | [removed: 29.71] [added: 36.24] | | | | [removed: 22.16] [added: 27.54] | | | | [removed: 0.12] [added: 0.15] | |

| Fourth Quarter | | | [removed: 40.29] [added: 38.36] | | | | [removed: 35.08] [added: 29.29] | | | | [removed: 0.15] [added: 0.17] | | | | [removed: 32.85] [added: 40.29] | | | | [removed: 26.08] [added: 35.08] | | | | [removed: 0.12] [added: 0.15] | |

For information pertaining to securities authorized for issuance under equity compensation plans and the related weighted average exercise price, see Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related [removed: Shareholder] [added: Stockholder] Matters.”

The following table provides information about the Company purchases of Common Stock during the quarter ended December 31, [removed: 2010:][added: 2011:]

| October 1, [removed: 2010] [added: 2011] to October 31, [removed: 2010] [added: 2011] | | | — | | | | — | | | | — | | | $ | [removed: 75,000,020] [added: 125,000,020] | |

| November 1, [removed: 2010] [added: 2011] to November 30, [removed: 2010] [added: 2011] | | | — | | | | — | | | | — | | | $ | [removed: 75,000,020] [added: 125,000,020] | |

| December 1, [removed: 2010] [added: 2011] to December 31, [removed: 2010] [added: 2011] | | | — | | | | — | | | | — | | | $ | [removed: 75,000,020] [added: 125,000,020] | |

| Total | | | — | | | | — | | | | — | | | $ | [removed: 75,000,020] [added: 125,000,020] | |

##### [Table of [removed: Contents](#C62090tocpage)][added: Contents](#toc)]

_Performance Graph._ The following table compares total shareholder returns over the last five years to the Standard & Poor’s (the “S&P”) 500 Index, the S&P 600 Small Cap Industrial Machinery Index and the Russell 2000 Index assuming the value of the investment in our Common Stock and each index was $100 on December 31, [removed: 2005.][added: 2006.]

[removed: ][added: ]

| | | 2011 | | | | | | | | | | | | 2010 | | | | | | | | | | |

| Period | | Total Number of Shares Purchased | | | | Average Price Paid per Share | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) | | | | Maximum Dollar Value that May Yet be Purchased Under the Plans or Programs(1) | | |

| (1) | On December 6, 2011, the Company announced that its Board of Directors had increased the authorized level for repurchases of its Common Stock by approximately $50.0 million. The increased authorization was added to the approximately $75.0 million that remains available from the existing authorization approved by the Board of Directors on April 21, 2008, resulting in a total authorized repurchase amount of $125.0 million. |

| --- | --- |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | 12/06 | | | | 12/07 | | | | 12/08 | | | | 12/09 | | | | 12/10 | | | | 12/11 | | |

| IDEX Corporation | | $ | 100.00 | | | $ | 115.80 | | | $ | 78.67 | | | $ | 103.05 | | | $ | 132.21 | | | $ | 127.50 | |

| S&P 500 Index | | | 100.00 | | | | 103.53 | | | | 63.69 | | | | 78.62 | | | | 88.67 | | | | 88.67 | |

| S&P Industrial Machinery Index | | | 100.00 | | | | 110.94 | | | | 73.52 | | | | 86.02 | | | | 111.39 | | | | 107.23 | |

| Russell 2000 Index | | | 100.00 | | | | 97.25 | | | | 63.41 | | | | 79.40 | | | | 99.49 | | | | 94.07 | |

##### [Table of Contents](#toc)

| | | 2010 | | | | | | | | | | | | 2009 | | | | | | | | | | |

| | | | | | | | | | | Dividends | | | | | | | | | | | | Dividends | | |

| | | | | | | | | | | | | | | | | |

| | | | | | | | | | | Total Number of | | | | Maximum Dollar | | |

| | | | | | | | | | | Shares Purchased as | | | | Value that May Yet | | |

| | | | | | | | | | | Part of Publicly | | | | be Purchased Under | | |

| | | Total Number of | | | | Average Price | | | | Announced Plans | | | | the Plans | | |

| Period | | Shares Purchased | | | | Paid per Share | | | | or Programs(1) | | | | or Programs(1) | | |

| | | |

| --- | --- | --- |

| (1) | | On April 21, 2008, the Board of Directors authorized the repurchase of up to $125.0 million of outstanding common shares either in the open market or through private transactions. |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 12/05 | | | | | 12/06 | | | | | 12/07 | | | | | 12/08 | | | | | 12/09 | | | | | 12/10 | | |

| IDEX Corporation | | | $ | 100.00 | | | | $ | 115.33 | | | | $ | 131.86 | | | | $ | 88.14 | | | | $ | 113.69 | | | | $ | 142.77 | |

| S&P 500 Index | | | | 100.00 | | | | | 113.62 | | | | | 117.63 | | | | | 72.36 | | | | | 89.33 | | | | | 100.75 | |

| S&P Industrial Machinery Index | | | | 100.00 | | | | | 119.40 | | | | | 132.46 | | | | | 87.79 | | | | | 102.71 | | | | | 136.65 | |

| Russell 2000 Index | | | | 100.00 | | | | | 117.00 | | | | | 113.79 | | | | | 74.19 | | | | | 92.90 | | | | | 116.40 | |

| | |

| (dollars in thousands, except per share data) | | [removed: 2010] [added: 2011] | | | | [removed: 2009] [added: 2010] | | | | [removed: 2008] [added: 2009] | | | | [removed: 2007] [added: 2008] | | | | [removed: 2006] [added: 2007] | | |

| Net sales | | $ | [removed: 1,513,073] [added: 1,838,451] | | | $ | [removed: 1,329,661] [added: 1,513,073] | | | $ | [removed: 1,489,471] [added: 1,329,661] | | | $ | [removed: 1,358,631] [added: 1,489,471] | | | $ | [removed: 1,154,940] [added: 1,358,631] | |

| Gross profit | | | [removed: 618,483] [added: 738,673] | | | | [removed: 522,386] [added: 618,483] | | | | [removed: 597,433] [added: 522,386] | | | | [removed: 566,161] [added: 597,433] | | | | [removed: 474,172] [added: 566,161] | |

| Selling, general and administrative expenses | | | [removed: 358,272] [added: 421,703] | | | | [removed: 325,453] [added: 358,272] | | | | [removed: 343,392] [added: 325,453] | | | | [removed: 313,366] [added: 343,392] | | | | [removed: 260,201] [added: 313,366] | |

| Goodwill impairment | | | — | | | | — | | | | [removed: 30,090] [added: —] | | | | [removed: —] [added: 30,090] | | | | — | |

| Restructuring expenses | | | [removed: 11,095] [added: 12,314] | | | | [removed: 12,079] [added: 11,095] | | | | [removed: 17,995] [added: 12,079] | | | | [removed: —] [added: 17,995] | | | | — | |

| Operating income | | | [removed: 249,116] [added: 304,656] | | | | [removed: 184,854] [added: 249,116] | | | | [removed: 205,956] [added: 184,854] | | | | [removed: 252,795] [added: 205,956] | | | | [removed: 213,971] [added: 252,795] | |

| Other income (expense) — net | | | [removed: (1,092] [added: (1,443] | ) | | | [removed: 1,151] [added: (1,092] | [added: )] | | | [removed: 5,123] [added: 1,151] | | | | [removed: 3,434] [added: 5,123] | | | | [removed: 1,040] [added: 3,434] | |

| Interest expense | | | [removed: 16,150] [added: 29,332] | | | | [removed: 17,178] [added: 16,150] | | | | [removed: 18,852] [added: 17,178] | | | | [removed: 23,353] [added: 18,852] | | | | [removed: 16,353] [added: 23,353] | |

| Provision for income taxes | | | [removed: 74,774] [added: 80,024] | | | | [removed: 55,436] [added: 74,774] | | | | [removed: 65,201] [added: 55,436] | | | | [removed: 78,457] [added: 65,201] | | | | [removed: 67,038] [added: 78,457] | |

| Income from continuing operations | | | [removed: 157,100] [added: 193,857] | | | | [removed: 113,391] [added: 157,100] | | | | [removed: 127,026] [added: 113,391] | | | | [removed: 154,419] [added: 127,026] | | | | [removed: 131,620] [added: 154,419] | |

| [removed: Income/(loss)] [added: Loss] from discontinued operations-net of tax | | | — | | | | — | | | | — | | | | [removed: (719] [added: —] | [removed: )] | | | [removed: 12,949] [added: (719] | [added: )] |

| Net income | | | [removed: 157,100] [added: 193,857] | | | | [removed: 113,391] [added: 157,100] | | | | [removed: 127,026] [added: 113,391] | | | | [removed: 153,700] [added: 127,026] | | | | [removed: 144,569] [added: 153,700] | |

| Current assets | | $ | [removed: 692,758] [added: 789,161] | | | $ | [removed: 451,712] [added: 692,758] | | | $ | [removed: 480,688] [added: 451,712] | | | $ | [removed: 617,622] [added: 480,688] | | | $ | [removed: 400,724] [added: 617,622] | |

| Current liabilities | | | [removed: 353,668] [added: 258,278] | | | | [removed: 189,682] [added: 353,668] | | | | [removed: 219,869] [added: 189,682] | | | | [removed: 198,953] [added: 219,869] | | | | [removed: 187,252] [added: 198,953] | |

| Working capital | | | [removed: 339,090] [added: 530,883] | | | | [removed: 262,030] [added: 339,090] | | | | [removed: 260,819] [added: 262,030] | | | | [removed: 418,669] [added: 260,819] | | | | [removed: 213,472] [added: 418,669] | |

| Current ratio | | | [removed: 2.0] [added: 3.1] | | | | [removed: 2.4] [added: 2.0] | | | | [removed: 2.2] [added: 2.4] | | | | [removed: 3.1] [added: 2.2] | | | | [removed: 2.1] [added: 3.1] | |

| Capital expenditures | | | [removed: 32,769] [added: 34,548] | | | | [removed: 25,525] [added: 32,769] | | | | [removed: 28,358] [added: 25,525] | | | | [removed: 26,496] [added: 28,358] | | | | [removed: 21,198] [added: 26,496] | |

| Depreciation and amortization | | | [removed: 58,108] [added: 72,386] | | | | [removed: 56,346] [added: 58,108] | | | | [removed: 48,599] [added: 56,346] | | | | [removed: 38,038] [added: 48,599] | | | | [removed: 29,956] [added: 38,038] | |

| Total assets | | | [removed: 2,381,695] [added: 2,836,107] | | | | [removed: 2,098,157] [added: 2,381,695] | | | | [removed: 2,151,800] [added: 2,098,157] | | | | [removed: 1,970,078] [added: 2,151,800] | | | | [removed: 1,653,637] [added: 1,970,078] | |

| Total borrowings | | | [removed: 527,895] [added: 808,810] | | | | [removed: 400,100] [added: 527,895] | | | | [removed: 554,000] [added: 400,100] | | | | [removed: 454,731] [added: 554,000] | | | | [removed: 361,980] [added: 454,731] | |

| Shareholders’ equity | | | [removed: 1,375,660] [added: 1,513,135] | | | | [removed: 1,268,104] [added: 1,375,660] | | | | [removed: 1,144,783] [added: 1,268,104] | | | | [removed: 1,143,207] [added: 1,144,783] | | | | [removed: 962,088] [added: 1,143,207] | |

| Gross profit | | | [removed: 40.9] [added: 40.2] | % | | | [removed: 39.3] [added: 40.9] | % | | | [removed: 40.1] [added: 39.3] | % | | | [removed: 41.7] [added: 40.1] | % | | | [removed: 41.0] [added: 41.7] | % |

| SG&A expenses | | | [removed: 23.7] [added: 22.9] | | | | [removed: 24.5] [added: 23.7] | | | | [removed: 23.1] [added: 24.5] | | | | 23.1 | | | | [removed: 22.5] [added: 23.1] | |

| Operating income | | | [removed: 16.5] [added: 16.6] | | | | [removed: 13.9] [added: 16.5] | | | | [removed: 13.8] [added: 13.9] | | | | [removed: 18.6] [added: 13.8] | | | | [removed: 18.5] [added: 18.6] | |

| Income before income taxes | | | [removed: 15.3] [added: 14.9] | | | | [removed: 12.7] [added: 15.3] | | | | [removed: 12.9] [added: 12.7] | | | | [removed: 17.1] [added: 12.9] | | | | [removed: 17.2] [added: 17.1] | |

| Income from continuing operations | | | [removed: 10.4] [added: 10.5] | | | | [removed: 8.5] [added: 10.4] | | | | 8.5 | | | | [removed: 11.4] [added: 8.5] | | | | 11.4 | |

| Effective tax rate | | | [removed: 32.2] [added: 29.2] | | | | [removed: 32.8] [added: 32.2] | | | | [removed: 33.9] [added: 32.8] | | | | [removed: 33.7] [added: 33.9] | | | | 33.7 | |

| Return on average assets(2) | | | [removed: 7.0] [added: 7.4] | | | | [removed: 5.3] [added: 7.0] | | | | [removed: 6.2] [added: 5.3] | | | | [removed: 8.5] [added: 6.2] | | | | [removed: 9.1] [added: 8.5] | |

| Borrowings as a percent of capitalization | | | [removed: 27.7] [added: 34.8] | | | | [removed: 24.0] [added: 27.7] | | | | [removed: 32.6] [added: 24.0] | | | | [removed: 28.5] [added: 32.6] | | | | [removed: 27.3] [added: 28.5] | |

| Return on average shareholders’ equity(2) | | | [removed: 11.9] [added: 13.4] | | | | [removed: 9.4] [added: 11.9] | | | | [removed: 11.1] [added: 9.4] | | | | [removed: 14.7] [added: 11.1] | | | | [removed: 14.9] [added: 14.7] | |

| — income from continuing operations | | $ | [removed: 1.93] [added: 2.34] | | | $ | [removed: 1.41] [added: 1.93] | | | $ | [removed: 1.55] [added: 1.41] | | | $ | [removed: 1.90] [added: 1.55] | | | $ | [removed: 1.65] [added: 1.90] | |

| — net income | | | [removed: 1.93] [added: 2.34] | | | | [removed: 1.41] [added: 1.93] | | | | [removed: 1.55] [added: 1.41] | | | | [removed: 1.89] [added: 1.55] | | | | [removed: 1.81] [added: 1.89] | |

| — income from continuing operations | | | [removed: 1.90] [added: 2.32] | | | | [removed: 1.40] [added: 1.90] | | | | [removed: 1.53] [added: 1.40] | | | | [removed: 1.88] [added: 1.53] | | | | [removed: 1.62] [added: 1.88] | |

| — net income | | | [removed: 1.90] [added: 2.32] | | | | [removed: 1.40] [added: 1.90] | | | | [removed: 1.53] [added: 1.40] | | | | [removed: 1.87] [added: 1.53] | | | | [removed: 1.78] [added: 1.87] | |

| Cash dividends declared | | | [removed: .60] [added: .68] | | | | [removed: .48] [added: .60] | | | | .48 | | | | .48 | | | | [removed: .40] [added: .48] | |

| Shareholders’ equity | | | [removed: 16.76] [added: 18.18] | | | | [removed: 15.66] [added: 16.76] | | | | [removed: 14.26] [added: 15.66] | | | | [removed: 14.01] [added: 14.26] | | | | [removed: 11.94] [added: 14.01] | |

| — high | | | [removed: 40.29] [added: 47.50] | | | | [removed: 32.85] [added: 40.29] | | | | [removed: 40.75] [added: 32.85] | | | | [removed: 44.99] [added: 40.75] | | | | [removed: 35.65] [added: 44.99] | |

| — low | | | [removed: 27.54] [added: 29.29] | | | | [removed: 16.67] [added: 27.54] | | | | [removed: 17.70] [added: 16.67] | | | | [removed: 30.41] [added: 17.70] | | | | [removed: 26.00] [added: 30.41] | |

| — close | | | [removed: 39.12] [added: 37.11] | | | | [removed: 31.15] [added: 39.12] | | | | [removed: 24.15] [added: 31.15] | | | | [removed: 36.13] [added: 24.15] | | | | [removed: 31.61] [added: 36.13] | |

| --- | --- |

| --- | --- |

| (4) | Calculated by applying the two-class method of allocating earnings to common stock and participating securities as required by ASC 260, Earnings Per Share. |

| --- | --- |

| | | | | | | | | | | | | | | | | | | | | |

| | | |

| --- | --- | --- |

| (4) | | Adjusted to reflect the accounting guidance provided in Accounting Standards Codification (“ASC”) 260, “Earnings Per Share”. |

| | |

IDEX [removed: CORPORATION][added: CORPORATION]

[removed: CONSOLIDATED] [added: CONSOLIDATED] BALANCE SHEETS

| | | [added: 2011 | | | |] 2010 | | | | 2009 | | |

| Cash and cash equivalents [added: at beginning of year] | | [removed: $] | 235,136 | | | [removed: $] | 73,526 | | [added: | | 61,353 | |]

| Receivables — net | | | [removed: 213,553] [added: 252,845] | | | | [removed: 183,178] [added: 213,553] | |

| Inventories | | | [removed: 196,546] [added: 254,258] | | | | [removed: 159,463] [added: 196,546] | |

| Other current assets | | | [removed: 47,523] [added: 51,799] | | | | [removed: 35,545] [added: 47,523] | |

| Total current assets | | | [removed: 692,758] [added: 789,161] | | | | [removed: 451,712] [added: 692,758] | |

| Property, plant and equipment — net | | | [removed: 188,562] [added: 213,717] | | | | [removed: 178,283] [added: 188,562] | |

| Goodwill | | | [removed: 1,207,001] [added: 1,431,366] | | | | [removed: 1,180,445] [added: 1,207,001] | |

| Intangible assets — net | | | [removed: 281,392] [added: 382,222] | | | | [removed: 281,354] [added: 281,392] | |

| Other noncurrent assets | | | [removed: 11,982] [added: 19,641] | | | | [removed: 6,363] [added: 11,982] | |

| Total assets | | $ | [added: 2,836,107 | | | $ |] 2,381,695 | | | $ | 2,098,157 | |

| Trade accounts payable | | $ | [removed: 104,055] [added: 110,977] | | | $ | [removed: 73,020] [added: 104,055] | |

| Accrued expenses | | | [removed: 117,879] [added: 130,696] | | | | [removed: 98,730] [added: 117,879] | |

| Short-term borrowings | | | [removed: 119,445] [added: 2,444] | | | | [removed: 8,346] [added: 119,445] | |

| Dividends payable | | | [removed: 12,289] [added: 14,161] | | | | [removed: 9,586] [added: 12,289] | |

| Total current liabilities | | | [removed: 353,668] [added: 258,278] | | | | [removed: 189,682] [added: 353,668] | |

| Long-term borrowings | | | [removed: 408,450] [added: 806,366] | | | | [removed: 391,754] [added: 408,450] | |

| Deferred income taxes | | | [removed: 148,534] [added: 142,482] | | | | [removed: 148,806] [added: 148,534] | |

| Other noncurrent liabilities | | | [removed: 95,383] [added: 115,846] | | | | [removed: 99,811] [added: 95,383] | |

| Total liabilities | | | [removed: 1,006,035] [added: 1,322,972] | | | | [removed: 830,053] [added: 1,006,035] | |

| Authorized: 150,000,000 shares, $.01 per share par value; Issued: [removed: 84,636,668] [added: 85,968,630] shares at December 31, [removed: 2010] [added: 2011] and [removed: 83,510,320] [added: 84,636,668] shares at December 31, [removed: 2009] [added: 2010] | | | [removed: 846] [added: 860] | | | | [removed: 835] [added: 846] | |

| Additional paid-in capital | | | [removed: 441,271] [added: 490,128] | | | | [removed: 401,570] [added: 441,271] | |

| Retained earnings | | | [removed: 1,005,040] [added: 1,142,412] | | | | [removed: 896,977] [added: 1,005,040] | |

| Treasury stock at cost: [removed: 2,566,985] [added: 2,734,747] shares at December 31, [removed: 2010] [added: 2011] and [removed: 2,540,052] [added: 2,566,985] shares at December 31, [removed: 2009] [added: 2010] | | | [removed: (58,788] [added: (64,796] | ) | | | [removed: (56,706] [added: (58,788] | ) |

| Accumulated other comprehensive [removed: income (loss)] [added: loss] | | | [removed: (12,709] [added: (55,469] | ) | | | [removed: 25,428] [added: (12,709] | [added: )] |

| Total shareholders’ equity | | | [removed: 1,375,660] [added: 1,513,135] | | | | [removed: 1,268,104] [added: 1,375,660] | |

| Total liabilities and shareholders’ equity | | $ | [removed: 2,381,695] [added: 2,836,107] | | | $ | [removed: 2,098,157] [added: 2,381,695] | |

##### [Table of [removed: Contents](#C62090tocpage)][added: Contents](#toc)]

[removed: CONSOLIDATED] [added: CONSOLIDATED] STATEMENTS OF OPERATIONS

| | | [removed: 2010] [added: 2011] | | | | [removed: 2009] [added: 2010] | | | | [removed: 2008] [added: 2009] | | |

| Net sales | | $ | [removed: 1,513,073] [added: 1,838,451] | | | $ | [removed: 1,329,661] [added: 1,513,073] | | | $ | [removed: 1,489,471] [added: 1,329,661] | |

| Cost of sales | | | [removed: 894,590] [added: 1,099,778] | | | | [removed: 807,275] [added: 894,590] | | | | [removed: 892,038] [added: 807,275] | |

| Gross profit | | | [removed: 618,483] [added: 738,673] | | | | [removed: 522,386] [added: 618,483] | | | | [removed: 597,433] [added: 522,386] | |

| Selling, general and administrative expenses | | | [removed: 358,272] [added: 421,703] | | | | [removed: 325,453] [added: 358,272] | | | | [removed: 343,392] [added: 325,453] | |