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Cover and table of contents

10-K 1 d442705d10k.htm 10-K

Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2012
¨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)

Delaware36-3555336
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1925 West Field Court, Lake Forest, Illinois60045
(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 ClassName of Each Exchange on Which Registered
Common Stock, par value $.01 per shareNew York Stock Exchange and Chicago Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

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 þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ 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. þ

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

Large accelerated filer þAccelerated filer ¨Non-accelerated filer ¨Smaller reporting company ¨
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ

The aggregate market value of the common stock (based on the June 29, 2012 closing price of $38.98) held by non-affiliates of IDEX Corporation was $3,228,621,602.

The number of shares outstanding of IDEX Corporation’s common stock, par value $.01 per share, as of February 15, 2013 was 82,523,658.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 2012 annual report to stockholders of IDEX Corporation the (“2012 Annual Report”) are incorporated by reference to Part II of this Form 10-K and portions of the proxy statement of IDEX Corporation with respect to the 2013 annual meeting of stockholders (the “2013 Proxy Statement”) are incorporated by reference into Part III of this Form 10-K.

Table of Contents

Table of Contents

PART I.
Item 1.Business1
Item 1A.Risk Factors8
Item 1B.Unresolved Staff Comments10
Item 2.Properties10
Item 3.Legal Proceedings10
Item 4.Mine Safety Disclosures10
PART II.
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities11
Item 6.Selected Financial Data13
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations14
Item 7A.Quantitative and Qualitative Disclosures About Market Risk28
Item 8.Financial Statements and Supplementary Data29
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure71
Item 9A.Controls and Procedures71
Item 9B.Other Information71
PART III.
Item 10.Directors, Executive Officers and Corporate Governance71
Item 11.Executive Compensation71
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters72
Item 13.Certain Relationships and Related Transactions, and Director Independence72
Item 14.Principal Accountant Fees and Services72
PART IV.
Item 15.Exhibits and Financial Statement Schedules73
Signatures74
Exhibit Index75
Table of Contents

PART I

Next: Item 1. Business.