IDEX (IEX) 10-K risk factor changes: FY2012 vs FY2011

For an enterprise as diverse and complex as the Company, a wide range of factors [added: present risks to the Company and] could materially affect future developments and performance.

In addition to the factors affecting specific business operations identified in connection with the description of [removed: those] [added: our] operations and the financial results of [removed: these] [added: our] operations elsewhere in this report, the most significant [added: of these] factors [removed: affecting our operations include the following:][added: are as follows:]

In [removed: 2011, 47%] [added: 2012, 49%] of the Company’s revenue was derived from domestic operations while [removed: 53%] [added: 51%] was derived from international operations.

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

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

In [removed: 2011,] [added: 2012,] approximately [removed: 53%] [added: 51%] 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.

[removed: Both our] [added: Our] sales from international operations and [removed: export] [added: our] sales [added: from export] are [added: both] subject in varying degrees to risks inherent in doing business outside the United States.

The Company’s revenue grew [removed: 9%] [added: 3%] organically in [removed: 2011] [added: 2012] and [removed: 12%] [added: 9%] in [removed: 2010.][added: 2011.]

Approximately [removed: 15%] [added: 14%] of our revenue was derived from new products developed over the past three years.

Our ability to continue to grow organically is tied [added: in large part] to our ability to continue to develop new products.

We may not be able to successfully identify suitable candidates, negotiate appropriate acquisition terms, obtain financing [removed: which may be] needed to consummate those acquisitions, complete proposed acquisitions or successfully integrate acquired businesses into our existing operations.

In addition, any acquisition, once successfully integrated, may not perform as planned, be accretive to earnings, or prove [removed: to be] beneficial to us.

[removed: This] [added: _The Markets We Serve are Highly Competitive and this] Competition Could Reduce our Sales and Operating Margins._

While we manufacture [removed: many of the] [added: certain] parts and components used in our products, we require substantial amounts of raw materials and purchase some parts and components from suppliers.

For additional detail related to this risk, see Part [removed: II.][added: II, Item 7A, “Quantitative and Qualitative Disclosure About Market Risk.”]

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

At December 31, [removed: 2011,] [added: 2012,] goodwill and intangible assets totaled [removed: $1,431.4] [added: $1,321.7] million and [removed: $382.2] [added: $341.4] million, respectively.

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

Any of these events could have an adverse impact on our business and operations.

assets we have acquired.

In accordance with Accounting Standards Codification (“ASC”) No. 350, the Company concluded that a significant non-cash impairment charge of $198.5 million was required in the fourth quarter of 2012 to reduce the carrying value of goodwill and intangible assets within the IOP platform and goodwill and long-lived assets within the WST platform.

See Note 4 in Part II, Item 8, Financial Statements and Supplementary Data for further discussion on goodwill and intangible assets.

We cannot predict the impact such future, largely unforeseeable events might have on the Company’s operations.

_The Markets We Serve are Highly Competitive.

We believe that the principal points of competition in our markets are product quality, price, design and engineering capabilities, product development, conformity to customer specifications, quality of post-sale support, timeliness of delivery, and effectiveness of our distribution channels.

Item 7A.

“Quantitative and Qualitative Disclosure About Market Risk.”

This management’s discussion and analysis, including, but not limited to, the section entitled [removed: “2011] [added: “2012] Overview and Outlook”, and other portions of this report, [removed: contain] [added: contains] 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.

These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from [removed: those anticipated at] the [removed: date of this filing.][added: results described in those statements.]

[removed: The] [added: These] risks and uncertainties include, but are not limited [removed: to:] [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 its effect 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 [removed: here] [added: in this report] are only made as of the date of this report, and we undertake no obligation to update them to reflect subsequent events or circumstances.

[removed: 2011] [added: 2012] Overview and Outlook

IDEX is an applied solutions company specializing in fluid and metering technologies, health and science technologies, [removed: dispensing equipment,] and fire, safety and other diversified products built to [removed: its customers’] [added: customer] specifications.

[removed: Our] [added: IDEX’s] products are sold in niche markets to a wide range of industries throughout the world.

Levels of capacity utilization and capital spending in [removed: certain] [added: the] industries [added: that use our products] and overall industrial activity are [removed: among the] [added: important] factors that influence the demand for our products.

The Company [removed: consists of four] [added: has three] reportable [added: business] segments: Fluid & Metering Technologies, Health & Science [removed: Technologies, Dispensing Equipment] [added: Technologies] and Fire & Safety/Diversified Products.

The Fluid & Metering Technologies [removed: Segment] [added: 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 the [added: food, chemical, general industrial,] water and [removed: wastewater] [added: wastewater, agricultural and energy] industries.

The Health & Science Technologies [removed: Segment] [added: segment] designs, produces and distributes a wide range of precision 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, optical components and [removed: 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 photonic solutions used in life sciences, research and defense markets, and precision gear and peristaltic pump technologies that meet exacting original equipment manufacturer specifications.]

The [removed: Dispensing Equipment Segment] [added: Fire & Safety/Diversified Products segment] produces [added: 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,] precision equipment for dispensing, metering and mixing colorants and paints used in a variety of retail and commercial businesses around the world.

[removed: The Fire] [added: _Fire] & Safety/Diversified Products [removed: Segment produces firefighting][added: Segment_]

Some of our [removed: key 2011] [added: 2012] financial [removed: highlights] [added: results] are as follows:

| | • | | Sales of [removed: $1.8] [added: $1.95] billion rose [removed: 22%;] [added: 6%;] organic sales — excluding acquisitions and foreign currency translation — were up [removed: 9%.] [added: 3%.] |

For [removed: 2012] [added: 2013,] based on the Company’s current outlook, we are forecasting fully diluted EPS of [removed: $2.74] [added: $2.85] to [removed: $2.82.][added: $2.95.]

The following is a discussion and analysis of our [removed: financial position and] results of operations for each of the three years in the period ended December 31, [removed: 2011.][added: 2012.]

[removed: “Financial Statements and Supplementary Data.”] Certain prior year amounts have been revised to [added: include the Dispensing Equipment segment as part of the Fire & Safety/Diversified Products segment and to] reflect the movement of [removed: the MPT reporting] [added: our Trebor business] unit from the [removed: Fluid] [added: Health] & [removed: Metering] [added: Science] Technologies [removed: Segment] [added: segment] to the [removed: Health] [added: Fluid] & [removed: Science] [added: Metering] Technologies [removed: Segment.][added: segment.]

Sales in 2011 of $1,838.5 million were 22% higher than the $1,513.1 million recorded [removed: a year ago.][added: in 2010.]

This increase [removed: reflects] [added: reflected] 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 [removed: segments, but declined in the Dispensing Equipment segment.][added: segments.]

In 2011, Fluid & Metering Technologies contributed [removed: 44%] [added: 45%] of sales and [removed: 45%] [added: 46%] of operating income; Health & Science Technologies accounted for [removed: 34% of sales and 31% of operating income; Dispensing Equipment accounted for 6%] [added: 33%] of sales and [removed: 4%] [added: 30%] of operating income; and Fire & Safety/Diversified Products represented [removed: 16%] [added: 22%] of sales and [removed: 20%] [added: 24%] of operating income.

[removed: Fluid & Metering Technologies sales] [added: Sales] of [removed: $816.9] [added: $831.3] million in 2011 increased [removed: $112.0] [added: $113.0] million, or 16%, compared with 2010.

This [removed: reflects] [added: increase reflected] a 13% increase in organic sales, 1% for acquisitions (OBL and Periflo) and 2% favorable foreign currency translation.

This change [removed: reflects a 9%] [added: reflected an 11%] increase in organic growth, 37% for acquisitions (PPE, Fitzpatrick, AT Films, Microfluidics and CVI MG) and 1% favorable foreign currency translation.

[removed: reflects] [added: The increase in organic sales reflected] market strength across all Health & Science Technologies product markets.

This [removed: change reflects an] [added: increase reflected] 11% organic [removed: decline, partially] [added: growth] offset by [removed: a 5% favorable] [added: 2% unfavorable] foreign currency translation.

[removed: Organic] [added: In 2012, organic] sales [removed: decreased 36% domestically, primarily due to North American replenishment programs in 2010 and] increased 2% [added: domestically and decreased 4%] internationally.

Organic sales to customers outside the U.S. were [removed: 76%] [added: 63%] of total segment sales in 2011 and [removed: 67%] [added: 59%] in 2010.

[removed: Fire & Safety/Diversified Products sales] [added: Sales] of [removed: $285.0] [added: $402.4] million increased [removed: $19.5] [added: $11.6] million, or [removed: 7%,] [added: 3%,] in 2011 compared with 2010.

This [removed: change reflects 5%] [added: increase reflected 2%] organic growth [removed: and a] [added: offset by] 2% [removed: favorable] [added: unfavorable] foreign currency translation.

The change in organic sales [removed: reflects] [added: reflected] strength in rescue [removed: equipment and] [added: equipment,] engineered band clamping [removed: systems, partially offset by weakness in fire suppression.][added: systems and the Dispensing group within]

In 2011, organic sales [removed: increased 3%] [added: decreased 7%] domestically and [removed: 6%] [added: increased 5%] internationally.

Organic sales to customers outside the U.S. were [removed: 56%] [added: approximately 51%] of total segment sales [removed: for] [added: in] both [removed: 2011] [added: 2012] and [removed: 2010.][added: 2011.]

The decrease in gross margin primarily [removed: reflects] [added: reflected] acquisition fair value inventory charges of $15.8 million related to our CVI MG acquisition, partially offset by higher volume and product mix.

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

The $63.4 million increase [removed: reflects] [added: reflected] 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.

This increase primarily [removed: reflects] [added: reflected] 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.

[removed: In the Fluid & Metering Technologies Segment, operating] [added: Operating] income of [removed: $160.0] [added: $164.8] million and operating margins of [removed: 19.6%] [added: 19.8%] in 2011 were up from the [removed: $127.2] [added: $131.0] million and [removed: 18.0%] [added: 18.2%] recorded in 2010 principally due to higher sales, sourcing initiatives, strategic pricing and cost control.

[removed: In the Health & Science Technologies Segment, operating] [added: Operating] income of [removed: $110.9] [added: $106.0] million in 2011 was up from the [removed: $87.0] [added: $83.3] 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.

Within these three reportable segments, the Company maintains six strategic platforms, where we will primarily invest organically and through acquisitions, and eight groups, where we will primarily focus on organic growth to drive these businesses.

The Fluid & Metering Technologies segment is comprised of the Energy, DDPT, and CFP platforms as well as the WST and Agricultural groups.

The Health & Science Technologies segment is comprised of the IOP, Scientific Fluidics and MPT platforms as well as the Containment and Industrial groups.

The Fire & Safety/Diversified Products segment is comprised of the Dispensing, Rescue, Band-It, and Fire Suppression groups.

coatings for applications in the fields of scientific research, defense, biotechnology, aerospace, telecommunications and electronics manufacturing, laboratory and commercial equipment used in the production of micro and nano scale 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.

| | • | | Asset impairment charge recorded for $198.5 million. |

| | • | | Operating income of $128.2 million decreased 58%. |

| | • | | Net income decreased 81% to $37.6 million. |

| | • | | Diluted EPS of $0.45 decreased $1.87 or 81% compared to 2011. |

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

On a regional basis North America has remained strong, the Asian markets are improving and we see stabilization in Europe.

For purposes of this Item, reference is made to the Consolidated Statements of Operations in Part II, Item 8, “Financial Statements and Supplementary Data.” Segment operating income excludes unallocated corporate operating expenses.

In this report, references to organic sales, a non-GAAP measure, refers to sales from continuing operations calculated according to generally accepted accounting principles in the United States but excludes (1) sales from acquired businesses during the first twelve months of ownership and (2) the impact of foreign currency translation.

The portion of sales attributable to foreign currency translation is calculated as the difference between (a) the period-to-period change in organic sales and (b) the period-to-period change in organic sales after applying prior period foreign exchange rates to the current year period.

Management believes that reporting organic sales provides useful information to investors by helping identify underlying growth trends in our business and facilitating easier comparisons of our revenue performance with prior and future periods and to our peers.

The Company excludes the effect of foreign currency translation from organic sales because foreign currency translation is not under management’s control, is subject to volatility and can obscure underlying business trends.

The Company excludes the effect of acquisitions because the nature, size, and number of acquisitions can vary dramatically from period to period and between the Company and its peers and can also obscure underlying business trends and make comparisons of long-term performance difficult.

Management’s primary measurements of segment performance are sales, operating income, and operating margin.

In addition, due to the highly acquisitive nature of the Company, the determination of operating income includes amortization of acquired intangible assets and, as a result, management reviews depreciation and

amortization as a percentage of sales.

These measures are monitored by management and significant changes in operating results versus current trends in end markets and variances from forecasts are analyzed with segment management.

| | | | | | | | | |

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

| (in thousands) | | 2012 | | | | 2011 | | |

| Net sales | | $ | 1,954,258 | | | $ | 1,838,451 | |

| Operating income | | | 128,218 | | | | 304,656 | |

| Operating margin | | | 6.6 | % | | | 16.6 | % |

| Identifiable assets | | $ | 2,785,390 | | | $ | 2,836,107 | |

| Depreciation and amortization | | | 78,312 | | | | 72,386 | |

| Depreciation and amortization as a percentage of net sales | | | 4.0 | % | | | 3.9 | % |

| Capital expenditures | | $ | 35,520 | | | $ | 34,548 | |

| Capital expenditures as a percentage of net sales | | | 1.8 | % | | | 1.9 | % |

Sales in 2012 were $1,954.3 million, a 6% increase from the comparable period last year.

Gross profit of $803.7 million in 2012 increased $65.0 million, or 9%, from 2011.

Gross margins were 41.1% in 2012 and 40.2% in 2011.

SG&A expenses increased to $444.5 million in 2012 from $421.7 million in 2011.

The $22.8 million increase reflects approximately $26.8 million of incremental costs from new acquisitions, $2.7 million for a benefit from forfeited CEO equity compensation recorded in 2011 and a $2.8 million gain from the sale of a facility in Italy recorded in 2011, partially offset by $9.5 million of cost savings initiatives.

As a percentage of sales, SG&A expenses were 22.7% for 2012 and 22.9% for 2011.

During 2012, the Company recorded pre-tax restructuring expenses totaling $32.5 million, compared with $12.3 million for the same period in 2011.

These initiatives included exit costs related to five facility closures and severance benefits for 491 employees in 2012 and severance benefits for 292 employees in 2011.

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.

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

| | • | | Net income increased 23% to $193.9 million. |

| | • | | Diluted EPS of $2.32 increased 42 cents compared to 2011. |

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

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

Item 8.

Health & Science Technologies sales of $622.3 million increased $200.1 million, or 47%, in 2011 compared with last year.

The increase in organic sales

Dispensing Equipment sales of $117.4 million decreased $7.9 million, or 6%, in 2011 compared with the prior year.

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

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

In the Dispensing Equipment Segment, operating income of $15.4 million and operating margins of 13.1% in 2011 were down from the $19.5 million and 15.6% operating margins recorded in 2010, primarily due to lower volume and restructuring

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.

Company and Business Segment Financial Information

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

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

| | | For the Years Ended December 31,(1) | | | | | | | | | | |

| | | (In thousands) | | | | | | | | | | |

| Net sales(3) | | $ | 816,875 | | | $ | 704,891 | | | $ | 621,536 | |

| Operating income(4) | | | 159,984 | | | | 127,192 | | | | 97,867 | |

| Operating margin(4) | | | 19.6 | % | | | 18.0 | % | | | 15.7 | % |

| Identifiable assets | | $ | 1,048,682 | | | $ | 1,040,601 | | | $ | 1,011,392 | |

| Depreciation and amortization | | | 32,258 | | | | 31,762 | | | | 31,540 | |

| Capital expenditures | | | 12,481 | | | | 17,206 | | | | 12,785 | |

| Net sales(3) | | $ | 622,312 | | | $ | 422,252 | | | $ | 323,901 | |

| Operating income(4) | | | 110,871 | | | | 87,084 | | | | 54,134 | |

| Operating margin(4) | | | 17.8 | % | | | 20.6 | % | | | 16.7 | % |

| Identifiable assets | | $ | 1,201,994 | | | $ | 718,884 | | | $ | 598,786 | |

| Depreciation and amortization | | | 30,165 | | | | 17,384 | | | | 15,337 | |

| Capital expenditures | | | 13,000 | | | | 7,618 | | | | 6,447 | |

| Dispensing Equipment | | | | | | | | | | | | |

| Net sales(3) | | $ | 117,410 | | | $ | 125,320 | | | $ | 127,279 | |

| Operating income(4) | | | 15,409 | | | | 19,490 | | | | 15,147 | |

| Operating margin(4) | | | 13.1 | % | | | 15.6 | % | | | 11.9 | % |

| Identifiable assets | | $ | 149,813 | | | $ | 205,540 | | | $ | 164,979 | |

| Depreciation and amortization | | | 3,181 | | | | 3,753 | | | | 3,124 | |

| Capital expenditures | | | 1,179 | | | | 1,129 | | | | 864 | |

| Net sales(3) | | $ | 285,015 | | | $ | 265,501 | | | $ | 262,809 | |

[removed: We] [added: The Company] may, from time to time, enter into foreign currency forward contracts and interest rate [removed: exchange agreements] [added: swaps] on [removed: our] [added: its] debt when [removed: we believe] [added: it believes] there is a financial advantage in doing so.

A treasury risk management policy, adopted by the Board of Directors, describes the procedures and controls over derivative financial and commodity instruments, including foreign currency forward contracts and interest rate [removed: exchange agreements.][added: swaps.]

Under the policy, [removed: we do] [added: the Company does] not use financial or commodity derivative instruments for trading purposes, and the use of these instruments is subject to strict approvals by senior officers.

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

The Company’s foreign currency exchange rate risk is limited principally to the Euro, [removed: Canadian Dollar,] British [removed: Pound] [added: Pound, Canadian Dollar] and Chinese Renminbi.

[removed: We manage our] [added: The Company manages its] foreign exchange risk principally through invoicing [removed: our] customers in the same currency as the source of [removed: our] products.

The effect of transaction gains and losses is reported within [removed: “Other] [added: Other] income [removed: (expense)-net”] [added: (expense)-net] on the Consolidated Statements of Operations.

The Company’s interest rate exposure is primarily related to [removed: the $818.8] [added: its $786.6] million of total debt outstanding at December 31, [removed: 2011.][added: 2012.]

Approximately [removed: 7%] [added: 4%] 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 [removed: $0.3] [added: $0.2] million annualized increase or decrease in interest expense and cash flows.

The Company’s exposure related to derivative instruments is, in the aggregate, not material to its financial position, results of operations or cash flows.

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

IDEX has [removed: four] [added: three] reportable business segments: Fluid & Metering Technologies, Health & Science [removed: Technologies, Dispensing Equipment,] [added: Technologies] and Fire & Safety/Diversified Products.

Reporting units in the Fluid & Metering Technologies segment consist of: Banjo; Energy [removed: and] [added: &] Fuels (“Energy”); Chemical, Food & Process [removed: (“CFP”)] [added: (“CFP”); Diaphragm & Dosing Pump Technology (“DDPT”)] and Water [added: Services] & [removed: Waste Water (“Water”).][added: Technology (“WST”).]

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

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

Fluid & Metering Technologies application-specific pump and metering solutions serve a diverse range of end markets, including industrial infrastructure (fossil fuels, refined & alternative fuels, and water & wastewater), chemical processing, agricultural, food & beverage, pulp & paper, transportation, plastics [removed: &] [added: and] resins, electronics [removed: &] [added: and] electrical, construction & mining, pharmaceutical [removed: &] [added: and] bio-pharmaceutical, machinery and numerous other specialty niche markets.

Fluid & Metering Technologies accounted for [removed: 44%] [added: 43%] of IDEX’s sales and [removed: 45%] [added: 82%] of IDEX’s operating income in [removed: 2011,] [added: 2012,] with approximately [removed: 49%] [added: 46%] of its sales to customers outside the U.S.

Approximately 11% of Banjo’s [removed: 2011] [added: 2012] sales were to customers outside the U.S.

[removed: _Energy._] [added: _Energy & Fuels._] Energy 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), La Ferté Bernard, France (Faure Herman products), Vadodara, Gujarat, India (Liquid Controls products), and Altopascio, Italy (S.A.M.P.I. products).][added: products);]

Approximately [removed: 57%] [added: 53%] of Energy’s [removed: 2011] [added: 2012] sales were to customers outside the U.S.

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

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® and Wright Flow [removed: TM brands and air-operated double-diaphragm pumps sold under the Blagdon® brand.][added: brands.]

[removed: Markets served by] Viking products [removed: include] [added: primarily serve the] chemical, petroleum, pulp & paper, plastics, paints, inks, tanker trucks, compressor, construction, food & beverage, personal care, pharmaceutical and [removed: biotech.][added: biotech markets.]

[removed: Markets served by] Warren Rupp products [removed: include] [added: primarily serve the] chemical, paint, food processing, electronics, construction, utilities, mining and industrial [removed: maintenance.][added: maintenance markets.]

CFP maintains operations in [removed: Kampen,] [added: Kempen,] Germany (Richter [removed: products),] [added: products);] Cedar Falls, Iowa (Richter and Viking [removed: products),] [added: products);] Eastbourne, East Sussex, [removed: England,] [added: England and] Shannon, Ireland (Viking [removed: products) and Mansfield, Ohio (Warren Rupp] products).

Approximately [removed: 55%] [added: 54%] of CFP’s [removed: 2011] [added: 2012] sales were to customers outside the U.S.

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

IETG’s products and services enable water companies to effectively manage their water distribution and sewerage networks, while its [removed: surveillance service specializes in underground asset detection and mapping for utilities and other private companies.]

Pulsafeeder products [added: (which also include OBL products)] are used to introduce precise amounts of fluids into processes to manage water quality and chemical composition, as well as peristaltic pumps.

Its markets include water and wastewater treatment, oil [removed: &] [added: and] gas, power generation, pulp [removed: &] [added: and] paper, chemical and hydrocarbon processing, and swimming pools.

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

Approximately [removed: 46%] [added: 52%] of [removed: Water’s 2011] [added: IH&S’s 2012] sales were to customers outside the U.S.

The Health & Science Technologies Segment designs, produces and distributes a wide range of precision 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, optical components and 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 [added: 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.]

The segment accounted for [removed: 34%] [added: 22%] of IDEX’s sales and [removed: 31%] [added: 53%] of [added: IDEX’s] operating income in [removed: 2011,] [added: 2012,] with approximately [removed: 53%] [added: 56%] of its sales to customers outside the U.S.

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

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

Rheodyne [removed: and Systec] products are used by manufacturers of high pressure liquid chromatography equipment servicing the pharmaceutical, biotech, life science, food & beverage, and chemical markets.

Ismatec [removed: is a manufacturer of] [added: products include] peristaltic metering pumps, analytical process controllers, and sample preparation systems.

Sapphire Engineering and Upchurch Scientific products [removed: include] [added: consist of] fluidic components and systems for the analytical, biotech and diagnostic instrumentation markets, such as fittings, precision-dispensing pumps and valves, tubing and integrated tubing assemblies, filter sensors and other micro-fluidic and nano-fluidic [removed: components.][added: components, as well as advanced column hardware and accessories for the high performance liquid chromatography (“HPLC”) market.]

[removed: Markets for] Sapphire Engineering and Upchurch Scientific products [removed: include] [added: primarily serve the] pharmaceutical, drug discovery, chemical, biochemical processing, genomics/proteomics research, environmental labs, food/agriculture, medical lab, personal care, and plastics/polymer/rubber [removed: production.][added: production markets.]

Approximately [removed: 51%] [added: 47%] of [removed: IH&S’s 2011] [added: DDPT’s 2012] sales were to customers outside the U.S.

_IDEX Optics and Photonics._ IOP consists of CVI Melles Griot (“CVI MG”), [removed: which was acquired in June 2011, Semrock,] [added: Semrock] and AT [removed: Films, which] [added: Films (the Precision Photonics portion of the AT Films business] was acquired in [removed: January 2011.][added: April 2012).]

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

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

Approximately [removed: 54%] [added: 57%] of IOP’s [removed: 2011] [added: 2012] sales were to customers outside the U.S.

[removed: _Precision Polymer Engineering._] PPE, which [removed: 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 [added: of global industries and applications, including hazardous duty, analytical instrumentation, semiconductor/solar, process technologies, pharmaceutical, electronics, and food applications.]

Approximately [removed: 82%] [added: 79%] of PPE’s [removed: 2011] [added: 2012] sales were to customers outside the U.S.

[removed: Markets served by] Gast products [removed: include] [added: primarily serve the] medical equipment, environmental equipment, computers [removed: &] [added: and] electronics, printing machinery, paint mixing machinery, packaging machinery, graphic arts, and industrial [removed: manufacturing.][added: manufacturing markets.]

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

Approximately [removed: 33%] [added: 27%] of Gast’s [removed: 2011] [added: 2012] sales were to customers outside the U.S.

In the fourth quarter of 2012, the Company reorganized the reporting units under CFP and Water & Wastewater (“Water”) reporting units within the Fluid & Metering Technologies segment.

The DDPT reporting unit was created to focus on the product technology platform around our core diaphragm and dosing pumps and will consist of Knight and Pulsafeeder from the Water reporting unit and Trebor and Warren Rupp from the CFP reporting unit.

The WST reporting unit was created to focus on services provided to end customers in the municipal end markets and will include ADS, IETG, and iPEK from the Water reporting unit.

The remaining business units in CFP will consist of Viking and Richter.

La Ferté Bernard, France (Faure Herman products); and Altopascio, Italy (S.A.M.P.I. products).

CFP is a producer of fluoroplastic lined corrosion-resistant magnetic drive and mechanical seal pumps, shut-off, control and safety valves for corrosive, hazardous, contaminated, pure and high-purity fluids, as well as rotary internal gear, external gear, vane and rotary lobe pumps, custom-engineered OEM pumps, strainers, gear reducers and engineered pump systems.

_Diaphragm & Dosing Pump Technology._ DDPT consists of the Company’s Knight, Pulsafeeder, Trebor and Warren Rupp businesses.

DDPT is a leading provider of ultra-pure chemical pumps, liquid heating systems, air-operated and natural gas-operated double diaphragm pumps, high-pressure pumps, alloy and non-metallic gear pumps, centrifugal pumps, special purpose rotary pumps, peristaltic pumps, transfer pumps, as well as dispensing equipment for industrial laundries, commercial dishwashing and chemical metering.

WST is a leading provider of metering technology and flow monitoring products and underground surveillance services for wastewater markets.

surveillance service specializes in underground asset detection and mapping for utilities and other private companies.

WST maintains operations in Huntsville, Alabama and various other locations in the United States and Australia (ADS products and services); Leeds, England (IETG products and services); and Hirschegg, Austria, and Sulzberg, Germany (iPEK products).

Approximately 40% of WST’s 2012 sales were to customers outside the U.S.

_IDEX Health & Science._ IH&S consists of Eastern Plastics, Rheodyne, Ismatec, Sapphire Engineering, Upchurch Scientific and ERC, which was acquired in April 2012.

ERC manufactures gas liquid separations and detection solutions for the life science, analytical instrumentation and clinical chemistry markets.

ERC’s products consist of in-line membrane vacuum degassing solutions, refractive index detectors and ozone generation systems.

designation, remote sensing, menology and optical lithography.

The Precision Photonics portion of its business specializes in optical components and coatings for applications in the fields of scientific research, aerospace, telecommunications and electronics manufacturing.

_Containment._ Containment consists of Precision Polymer Engineering (“PPE”).

Matcon is a global leader in material processing solutions for high value powders used in the manufacture of pharmaceuticals, food, plastics, and fine chemicals.

Matcon’s innovative products consist of the original cone valve powder discharge system and filling, mixing and packaging systems, all of which support its customers’ automation and process requirements.

Matcon’s products are critical to its customers’ need to maintain clean, reliable and repeatable formulations of prepackaged foods and pharmaceuticals while helping them achieve lean and agile manufacturing.

Matcon is located in Evesham, Worcestershire, England.

Approximately 59% of Dispensing Equipment’s 2012 sales were to customers outside the U.S.

The Dispensing Equipment segment is a reporting unit.

CFP is a leading producer of 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 industries, and external gear pumps.

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 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.

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.

Isolation Technologies products consist of advanced column hardware and accessories for the high performance liquid chromatography (“HPLC”) market.

HPLC instruments are used in a variety of analytical chemistry applications, with primary commercial applications including drug discovery and quality control measurements for pharmaceutical and food/beverage testing.

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

_Micropump._ Micropump consists of the Company’s Micropump and Trebor businesses.

DISPENSING EQUIPMENT SEGMENT

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.

The principal competitors of the Fire & Safety/Diversified Products Segment are Waterous Company, a unit of American Cast Iron Pipe Company (with respect to truck-mounted firefighting pumps), Holmatro, Inc. (with respect to rescue tools), and Panduit Corporation (with respect to stainless steel bands, buckles and tools).

For segment financial information for the years 2011, 2010, and 2009, see the table titled “Company and Business Segment Financial Information” presented in Part II.

Item 7.

Item 8.

“Financial Statements and Supplementary Data.”

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

| | For the Fiscal Year Ended December 31, [removed: 2011] [added: 2012] |

| _(State or other jurisdiction [removed: of incorporation] [added: of_ _incorporation] or organization)_ | | _(I.R.S. [removed: Employer Identification] [added: Employer_ _Identification] No.)_ |

The aggregate market value of the [removed: voting] [added: common] stock (based on the June [removed: 30, 2011] [added: 29, 2012] closing price of [removed: $45.85)] [added: $38.98)] held by non-affiliates of IDEX Corporation was [removed: $3,755,534,573.][added: $3,228,621,602.]

The number of shares outstanding of IDEX Corporation’s common stock, par value $.01 per [removed: share (the “Common Stock”),] [added: share,] as of February [removed: 17, 2012] [added: 15, 2013] was [removed: 83,804,606.][added: 82,523,658.]

Portions of the [removed: 2011 Annual Report] [added: 2012 annual report] to stockholders of IDEX Corporation [removed: (“the 2011] [added: the (“2012] Annual Report”) are incorporated by reference [removed: in] [added: to] Part II of this Form 10-K and portions of the [removed: Proxy Statement] [added: proxy statement] of IDEX Corporation [removed: (the “2012 Proxy Statement”)] with respect to the [removed: 2012] [added: 2013] annual meeting of stockholders [added: (the “2013 Proxy Statement”)] are incorporated by reference into Part III of this Form 10-K.

| Item 1. | | [removed: [Business](#tx270136_1)] [added: [Business](#toc442705_1)] | | | 1 | |

| Item 1A. | | [Risk [removed: Factors](#tx270136_2)] [added: Factors](#toc442705_2)] | | | 8 | |

| Item 1B. | | [Unresolved Staff [removed: Comments](#tx270136_3)] [added: Comments](#toc442705_3)] | | | 10 | |

| Item 2. | | [removed: [Properties](#tx270136_4)] [added: [Properties](#toc442705_4)] | | | 10 | |

| Item 3. | | [Legal [removed: Proceedings](#tx270136_5)] [added: Proceedings](#toc442705_5)] | | | 10 | |

| Item 4. | | [Mine Safety [removed: Disclosures](#tx270136_6)] [added: Disclosures](#toc442705_6)] | | | 10 | |

| Item 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#tx270136_7)] [added: Securities](#toc442705_7)] | | | 11 | |

| Item 6. | | [Selected Financial [removed: Data](#tx270136_8)] [added: Data](#toc442705_8)] | | | 13 | |

| Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#tx270136_9)] [added: Operations](#toc442705_9)] | | | 14 | |

| Item 7A. | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#tx270136_10)] [added: Risk](#toc442705_10)] | | | [removed: 26] [added: 28] | |

| Item 8. | | [Financial Statements and Supplementary [removed: Data](#tx270136_11)] [added: Data](#toc442705_11)] | | | [removed: 28] [added: 29] | |

| Item 9. | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#tx270136_12)] [added: Disclosure](#toc442705_12)] | | | [removed: 68] [added: 71] | |

| Item 9A. | | [Controls and [removed: Procedures](#tx270136_13)] [added: Procedures](#toc442705_13)] | | | [removed: 68] [added: 71] | |

| Item 9B. | | [Other [removed: Information](#tx270136_14)] [added: Information](#toc442705_14)] | | | [removed: 68] [added: 71] | |

| Item 10. | | [Directors, Executive Officers and Corporate [removed: Governance](#tx270136_15)] [added: Governance](#toc442705_15)] | | | [removed: 68] [added: 71] | |

| Item 11. | | [Executive [removed: Compensation](#tx270136_16)] [added: Compensation](#toc442705_16)] | | | [removed: 68] [added: 71] | |

| Item 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#tx270136_17)] [added: Matters](#toc442705_17)] | | | [removed: 69] [added: 72] | |

| Item 13. | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#tx270136_18)] [added: Independence](#toc442705_18)] | | | [removed: 69] [added: 72] | |

| Item 14. | | [Principal Accountant Fees and [removed: Services](#tx270136_19)] [added: Services](#toc442705_19)] | | | [removed: 69] [added: 72] | |

| Item 15. | | [Exhibits and Financial Statement [removed: Schedules](#tx270136_20)] [added: Schedules](#toc442705_20)] | | | [removed: 70] [added: 73] | |

| [Exhibit [removed: Index](#tx270136_22)] [added: Index](#toc442705_22)] | | | | | [removed: 72] [added: 75] | |

10-K 1 d442705d10k.htm 10-K

| [Signatures](#toc442705_21) | | | | | 74 | |

10-K 1 d270136d10k.htm FORM 10-K

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

The Company’s principal plants and offices have an aggregate floor space area of approximately [removed: 4.2] [added: 4.3] million square feet, of which 2.8 million square feet [removed: (66%)] [added: (65%)] is located in the U.S. and approximately [removed: 1.4] [added: 1.5] million square feet [removed: (34%)] [added: (35%)] is located outside the U.S., primarily in Germany (8%), the U.K. (7%), China (4%) and The Netherlands (2%).

The Company’s executive office occupies [removed: 33,085] [added: 36,588] square feet of leased space in Lake Forest, Illinois.

Approximately [removed: 2.7] [added: 2.8] million square feet (65%) of the principal plant and office floor area is owned by the Company, and the balance is held under lease.

Approximately [removed: 1.7] [added: 1.8] million square feet [removed: (41%)] [added: (42%)] of the principal plant and office floor area is held by business units in the Fluid & Metering Technologies Segment; 1.3 million square feet (31%) is held by business units in the Health & Science Technologies Segment; [removed: 0.3 million square feet (7%) is held by business units in the Dispensing Equipment Segment;] and [removed: 0.7] [added: 1.0] million square feet [removed: (17%)] [added: (23%)] is held by business units in the Fire & Safety/Diversified Products Segment.

As of February [removed: 17, 2012,] [added: 15, 2013,] the [removed: Common Stock] [added: common stock] was held by approximately [removed: 7,000] [added: 6,700] recordholders and there were [removed: 83,804,606] [added: 82,523,658] shares [removed: of Common Stock] outstanding.

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

| First Quarter | | $ | [removed: 43.78] [added: 43.15] | | | $ | [removed: 38.02] [added: 36.73] | | | $ | [removed: 0.15] [added: 0.17] | | | $ | [removed: 33.66] [added: 43.78] | | | $ | [removed: 28.09] [added: 38.02] | | | $ | [removed: 0.12] [added: 0.15] | |

| Second Quarter | | | [removed: 47.50] [added: 44.14] | | | | [removed: 41.90] [added: 36.91] | | | | [removed: 0.17] [added: 0.20] | | | | [removed: 35.54] [added: 47.50] | | | | [removed: 28.49] [added: 41.90] | | | | [removed: 0.15] [added: 0.17] | |

| Third Quarter | | | [removed: 47.28] [added: 43.96] | | | | [removed: 30.09] [added: 34.06] | | | | [removed: 0.17] [added: 0.20] | | | | [removed: 36.24] [added: 47.28] | | | | [removed: 27.54] [added: 30.09] | | | | [removed: 0.15] [added: 0.17] | |

| Fourth Quarter | | | [removed: 38.36] [added: 46.69] | | | | [removed: 29.29] [added: 39.74] | | | | [removed: 0.17] [added: 0.20] | | | | [removed: 40.29] [added: 38.36] | | | | [removed: 35.08] [added: 29.29] | | | | [removed: 0.15] [added: 0.17] | |

The following table provides information about the [removed: Company] [added: Company’s] purchases of [removed: Common Stock] [added: common stock] during the quarter ended December 31, [removed: 2011:][added: 2012:]

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

| (1) | On [removed: December 6, 2011,] [added: October 22, 2012,] the Company announced that its Board of Directors had increased the authorized level for repurchases of its [removed: Common Stock] [added: common stock] by approximately [removed: $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] [added: $200.0] million. |

_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 [removed: 600 Small Cap Industrial Machinery] [added: Midcap Industrials Sector] Index and the Russell 2000 Index assuming the value of the investment in our [removed: Common Stock] [added: common stock] and each index was $100 on December 31, [removed: 2006.][added: 2007.]

Total return values for our [removed: Common Stock,] [added: common stock,] the S&P 500 Index, S&P [removed: 600 Small Cap Industrial Machinery] [added: Midcap Industrials Sector] Index and the Russell 2000 Index were calculated on cumulative total return values assuming reinvestment of dividends.

[removed: ][added: ]

| | | 2012 | | | | | | | | | | | | 2011 | | | | | | | | | | |

| October 1, 2012 to October 31, 2012 | | | — | | | | — | | | | — | | | $ | 249,826,828 | |

| November 1, 2012 to November 30, 2012 | | | 146,338 | | | $ | 43.18 | | | | 146,338 | | | $ | 243,503,531 | |

| December 1, 2012 to December 31, 2012 | | | 176,997 | | | $ | 45.52 | | | | 176,997 | | | $ | 235,438,073 | |

| Total | | | 323,335 | | | $ | 44.38 | | | | 323,335 | | | $ | 235,438,073 | |

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

| IDEX Corporation | | $ | 100.00 | | | $ | 66.84 | | | $ | 86.22 | | | $ | 108.28 | | | $ | 102.60 | | | $ | 128.78 | |

| S&P 500 Index | | $ | 100.00 | | | | 61.51 | | | | 75.94 | | | | 85.65 | | | | 85.65 | | | | 97.13 | |

| S&P Midcap Industrials Sector Index | | $ | 100.00 | | | | 64.87 | | | | 86.82 | | | | 112.54 | | | | 110.49 | | | | 132.76 | |

| Russell 2000 Index | | $ | 100.00 | | | | 65.20 | | | | 81.64 | | | | 102.30 | | | | 96.72 | | | | 117.06 | |

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

| October 1, 2011 to October 31, 2011 | | | — | | | | — | | | | — | | | $ | 125,000,020 | |

| November 1, 2011 to November 30, 2011 | | | — | | | | — | | | | — | | | $ | 125,000,020 | |

| December 1, 2011 to December 31, 2011 | | | — | | | | — | | | | — | | | $ | 125,000,020 | |

| Total | | | — | | | | — | | | | — | | | $ | 125,000,020 | |

| | | 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 | |

| (dollars in thousands, except per share data) | | [removed: 2011] [added: 2012(2)] | | | | [removed: 2010] [added: 2011] | | | | [removed: 2009] [added: 2010] | | | | [removed: 2008] [added: 2009] | | | | [removed: 2007] [added: 2008(2)] | | |

| Net sales | | $ | [removed: 1,838,451] [added: 1,954,258] | | | $ | [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] | |

| Gross profit | | | [removed: 738,673] [added: 803,700] | | | | [removed: 618,483] [added: 738,673] | | | | [removed: 522,386] [added: 618,483] | | | | [removed: 597,433] [added: 522,386] | | | | [removed: 566,161] [added: 597,433] | |

| Selling, general and administrative expenses | | | [removed: 421,703] [added: 444,490] | | | | [removed: 358,272] [added: 421,703] | | | | [removed: 325,453] [added: 358,272] | | | | [removed: 343,392] [added: 325,453] | | | | [removed: 313,366] [added: 343,392] | |

| Restructuring expenses | | | [removed: 12,314] [added: 32,473] | | | | [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: 304,656] [added: 128,218] | | | | [removed: 249,116] [added: 304,656] | | | | [removed: 184,854] [added: 249,116] | | | | [removed: 205,956] [added: 184,854] | | | | [removed: 252,795] [added: 205,956] | |

| Other income (expense) — net | | | [added: 236 | | | |] (1,443 | ) | | | (1,092 | ) | | | 1,151 | | | | 5,123 | | [removed: | | 3,434 | |]

| Interest expense | | | [removed: 29,332] [added: 42,250] | | | | [removed: 16,150] [added: 29,332] | | | | [removed: 17,178] [added: 16,150] | | | | [removed: 18,852] [added: 17,178] | | | | [removed: 23,353] [added: 18,852] | |

| Provision for income taxes | | | [removed: 80,024] [added: 48,574] | | | | [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: Income from continuing operations] [added: Net income] | | | [removed: 193,857] [added: 37,630] | | | | [removed: 157,100] [added: 193,857] | | | | [removed: 113,391] [added: 157,100] | | | | [removed: 127,026] [added: 113,391] | | | | [removed: 154,419] [added: 127,026] | |

| Current assets | | $ | [removed: 789,161] [added: 881,865] | | | $ | [removed: 692,758] [added: 789,161] | | | $ | [removed: 451,712] [added: 692,758] | | | $ | [removed: 480,688] [added: 451,712] | | | $ | [removed: 617,622] [added: 480,688] | |

| Current liabilities | | | [removed: 258,278] [added: 291,427] | | | | [removed: 353,668] [added: 258,278] | | | | [removed: 189,682] [added: 353,668] | | | | [removed: 219,869] [added: 189,682] | | | | [removed: 198,953] [added: 219,869] | |

| Working capital | | | [removed: 530,883] [added: 590,438] | | | | [removed: 339,090] [added: 530,883] | | | | [removed: 262,030] [added: 339,090] | | | | [removed: 260,819] [added: 262,030] | | | | [removed: 418,669] [added: 260,819] | |

| Current ratio | | | [removed: 3.1] [added: 3.0] | | | | [removed: 2.0] [added: 3.1] | | | | [removed: 2.4] [added: 2.0] | | | | [removed: 2.2] [added: 2.4] | | | | [removed: 3.1] [added: 2.2] | |

| Capital expenditures | | | [removed: 34,548] [added: 35,520] | | | | [removed: 32,769] [added: 34,548] | | | | [removed: 25,525] [added: 32,769] | | | | [removed: 28,358] [added: 25,525] | | | | [removed: 26,496] [added: 28,358] | |

| Depreciation and amortization | | | [removed: 72,386] [added: 78,312] | | | | [removed: 58,108] [added: 72,386] | | | | [removed: 56,346] [added: 58,108] | | | | [removed: 48,599] [added: 56,346] | | | | [removed: 38,038] [added: 48,599] | |

| Total assets | | | [removed: 2,836,107] [added: 2,785,390] | | | | [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] | |

| Total borrowings | | | [removed: 808,810] [added: 786,576] | | | | [removed: 527,895] [added: 808,810] | | | | [removed: 400,100] [added: 527,895] | | | | [removed: 554,000] [added: 400,100] | | | | [removed: 454,731] [added: 554,000] | |

| Shareholders’ equity | | | [removed: 1,513,135] [added: 1,464,998] | | | | [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] | |

| Gross profit | | | [removed: 40.2] [added: 41.1] | % | | | [removed: 40.9] [added: 40.2] | % | | | [removed: 39.3] [added: 40.9] | % | | | [removed: 40.1] [added: 39.3] | % | | | [removed: 41.7] [added: 40.1] | % |

| SG&A expenses | | | [removed: 22.9] [added: 22.7] | | | | [removed: 23.7] [added: 22.9] | | | | [removed: 24.5] [added: 23.7] | | | | [removed: 23.1] [added: 24.5] | | | | 23.1 | |

| Operating income | | | [removed: 16.6] [added: 6.6] | | | | [removed: 16.5] [added: 16.6] | | | | [removed: 13.9] [added: 16.5] | | | | [removed: 13.8] [added: 13.9] | | | | [removed: 18.6] [added: 13.8] | |

| Income before income taxes | | | [removed: 14.9] [added: 4.4] | | | | [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: Income from continuing operations] [added: Net income] | | | [removed: 10.5] [added: 1.9] | | | | [removed: 10.4] [added: 10.5] | | | | [removed: 8.5] [added: 10.4] | | | | 8.5 | | | | [removed: 11.4] [added: 8.5] | |

| Effective tax rate | | | [removed: 29.2] [added: 56.3] | | | | [removed: 32.2] [added: 29.2] | | | | [removed: 32.8] [added: 32.2] | | | | [removed: 33.9] [added: 32.8] | | | | [removed: 33.7] [added: 33.9] | |

| Return on average [removed: assets(2)] [added: assets] | | | [removed: 7.4] [added: 1.3] | | | | [removed: 7.0] [added: 7.4] | | | | [removed: 5.3] [added: 7.0] | | | | [removed: 6.2] [added: 5.3] | | | | [removed: 8.5] [added: 6.2] | |

| Borrowings as a percent of capitalization | | | [removed: 34.8] [added: 34.9] | | | | [removed: 27.7] [added: 34.8] | | | | [removed: 24.0] [added: 27.7] | | | | [removed: 32.6] [added: 24.0] | | | | [removed: 28.5] [added: 32.6] | |

| Return on average shareholders’ [removed: equity(2)] [added: equity] | | | [removed: 13.4] [added: 2.5] | | | | [removed: 11.9] [added: 13.4] | | | | [removed: 9.4] [added: 11.9] | | | | [removed: 11.1] [added: 9.4] | | | | [removed: 14.7] [added: 11.1] | |

| PER SHARE [removed: DATA(3)(4)] [added: DATA(3)] | | | | | | | | | | | | | | | | | | | | |

| — [added: net] income [removed: from continuing operations] | | $ | [removed: 2.34] [added: 0.45] | | | $ | [removed: 1.93] [added: 2.34] | | | $ | [removed: 1.41] [added: 1.93] | | | $ | [removed: 1.55] [added: 1.41] | | | $ | [removed: 1.90] [added: 1.55] | |

| — [added: net] income [removed: from continuing operations] | | | [removed: 2.32] [added: 0.45] | | | | [removed: 1.90] [added: 2.32] | | | | [removed: 1.40] [added: 1.90] | | | | [removed: 1.53] [added: 1.40] | | | | [removed: 1.88] [added: 1.53] | |

| Cash dividends declared | | | [removed: .68] [added: .80] | | | | [removed: .60] [added: .68] | | | | [removed: .48] [added: .60] | | | | .48 | | | | .48 | |

| Shareholders’ equity | | | [removed: 18.18] [added: 17.71] | | | | [removed: 16.76] [added: 18.18] | | | | [removed: 15.66] [added: 16.76] | | | | [removed: 14.26] [added: 15.66] | | | | [removed: 14.01] [added: 14.26] | |

| — high | | | [removed: 47.50] [added: 46.69] | | | | [removed: 40.29] [added: 47.50] | | | | [removed: 32.85] [added: 40.29] | | | | [removed: 40.75] [added: 32.85] | | | | [removed: 44.99] [added: 40.75] | |

| — low | | | [removed: 29.29] [added: 34.06] | | | | [removed: 27.54] [added: 29.29] | | | | [removed: 16.67] [added: 27.54] | | | | [removed: 17.70] [added: 16.67] | | | | [removed: 30.41] [added: 17.70] | |

| — close | | | [removed: 37.11] [added: 46.53] | | | | [removed: 39.12] [added: 37.11] | | | | [removed: 31.15] [added: 39.12] | | | | [removed: 24.15] [added: 31.15] | | | | [removed: 36.13] [added: 24.15] | |

| Price/earnings ratio at year end | | | [removed: 16] [added: 103] | | | | [removed: 21] [added: 16] | | | | [removed: 22] [added: 21] | | | | [removed: 16] [added: 22] | | | | [removed: 19] [added: 16] | |

| Employees at year end | | | [removed: 6,814] [added: 6,717] | | | | [removed: 5,966] [added: 6,814] | | | | [removed: 5,300] [added: 5,966] | | | | [removed: 5,813] [added: 5,300] | | | | [removed: 5,009] [added: 5,813] | |

| Shareholders at year end | | | [removed: 7,000] [added: 6,700] | | | | 7,000 | | | | 7,000 | | | | 7,000 | | | | 7,000 | |

| Shares outstanding (in [removed: 000s)(3):] [added: 000s):] | | | | | | | | | | | | | | | | | | | | |

| Asset impairments | | | 198,519 | | | | — | | | | — | | | | — | | | | 30,090 | |

| (2) | Fiscal year 2012 includes an impairment charge for goodwill and intangible assets within the IOP platform and an impairment charge for goodwill and long-lived assets within the WST platform. Fiscal year 2008 includes a goodwill impairment charge within our Dispensing Equipment reporting unit. |

| Goodwill impairment | | | — | | | | — | | | | — | | | | 30,090 | | | | — | |

| Loss from discontinued operations-net of tax | | | — | | | | — | | | | — | | | | — | | | | (719 | ) |

| Net income | | | 193,857 | | | | 157,100 | | | | 113,391 | | | | 127,026 | | | | 153,700 | |

| — net income | | | 2.34 | | | | 1.93 | | | | 1.41 | | | | 1.55 | | | | 1.89 | |

| — net income | | | 2.32 | | | | 1.90 | | | | 1.40 | | | | 1.53 | | | | 1.87 | |

| --- | --- |

| (2) | Return calculated based on income from continuing operations. |

| (3) | All share and per share data has been restated to reflect the three-for-two stock split effected in the form of a 50% stock dividend in May 2007. |

| | | [added: 2012 | | | |] 2011 | | | | 2010 | | |

| Cash and cash equivalents [added: at beginning of year] | | [removed: $] | 230,259 | | | [removed: $] | 235,136 | | [added: | | 73,526 | |]

| Receivables — net | | | [removed: 252,845] [added: 256,095] | | | | [removed: 213,553] [added: 252,845] | |

| Inventories | | | [removed: 254,258] [added: 234,950] | | | | [removed: 196,546] [added: 254,258] | |

| Other current assets | | | [removed: 51,799] [added: 71,956] | | | | [removed: 47,523] [added: 51,799] | |

| Total current assets | | | [removed: 789,161] [added: 881,865] | | | | [removed: 692,758] [added: 789,161] | |

| Property, plant and equipment — net | | | [removed: 213,717] [added: 219,161] | | | | [removed: 188,562] [added: 213,717] | |

| Goodwill | | | [removed: 1,431,366] [added: 1,321,727] | | | | [removed: 1,207,001] [added: 1,431,366] | |

| Intangible assets — net | | | [removed: 382,222] [added: 341,372] | | | | [removed: 281,392] [added: 382,222] | |

| Other noncurrent assets | | | [removed: 19,641] [added: 21,265] | | | | [removed: 11,982] [added: 19,641] | |

| Total assets | | $ | [added: 2,785,390 | | | $ |] 2,836,107 | | | $ | 2,381,695 | |

| Trade accounts payable | | $ | [removed: 110,977] [added: 117,341] | | | $ | [removed: 104,055] [added: 110,977] | |

| Accrued expenses | | | [removed: 130,696] [added: 150,176] | | | | [removed: 117,879] [added: 130,696] | |

| Short-term borrowings | | | [removed: 2,444] [added: 7,335] | | | | [removed: 119,445] [added: 2,444] | |

| Dividends payable | | | [removed: 14,161] [added: 16,575] | | | | [removed: 12,289] [added: 14,161] | |

| Total current liabilities | | | [removed: 258,278] [added: 291,427] | | | | [removed: 353,668] [added: 258,278] | |

| Long-term borrowings | | | [removed: 806,366] [added: 779,241] | | | | [removed: 408,450] [added: 806,366] | |

| Deferred income taxes | | | [removed: 142,482] [added: 121,349] | | | | [removed: 148,534] [added: 142,482] | |

| Other noncurrent liabilities | | | [removed: 115,846] [added: 128,375] | | | | [removed: 95,383] [added: 115,846] | |

| Total liabilities | | | [removed: 1,322,972] [added: 1,320,392] | | | | [removed: 1,006,035] [added: 1,322,972] | |

| Authorized: 150,000,000 shares, $.01 per share par value; Issued: [removed: 85,968,630] [added: 87,732,405] shares at December 31, [removed: 2011] [added: 2012] and [removed: 84,636,668] [added: 85,968,630] shares at December 31, [removed: 2010] [added: 2011] | | | [removed: 860] [added: 877] | | | | [removed: 846] [added: 860] | |

| Additional paid-in capital | | | [removed: 490,128] [added: 550,682] | | | | [removed: 441,271] [added: 490,128] | |

| Retained earnings | | | [removed: 1,142,412] [added: 1,113,541] | | | | [removed: 1,005,040] [added: 1,142,412] | |

| Treasury stock at cost: [removed: 2,734,747] [added: 5,005,518] shares at December 31, [removed: 2011] [added: 2012] and [removed: 2,566,985] [added: 2,734,747] shares at December 31, [removed: 2010] [added: 2011] | | | [removed: (64,796] [added: (156,699] | ) | | | [removed: (58,788] [added: (64,796] | ) |

| Accumulated other comprehensive loss | | | [removed: (55,469] [added: (43,403] | ) | | | [removed: (12,709] [added: (55,469] | ) |

| Total shareholders’ equity | | | [removed: 1,513,135] [added: 1,464,998] | | | | [removed: 1,375,660] [added: 1,513,135] | |

| Total liabilities and shareholders’ equity | | $ | [removed: 2,836,107] [added: 2,785,390] | | | $ | [removed: 2,381,695] [added: 2,836,107] | |

| | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | | | [removed: 2009] [added: 2010] | | |

| Net sales | | $ | [removed: 1,838,451] [added: 1,954,258] | | | $ | [removed: 1,513,073] [added: 1,838,451] | | | $ | [removed: 1,329,661] [added: 1,513,073] | |

| Cost of sales | | | [removed: 1,099,778] [added: 1,150,558] | | | | [removed: 894,590] [added: 1,099,778] | | | | [removed: 807,275] [added: 894,590] | |

| Gross profit | | | [removed: 738,673] [added: 803,700] | | | | [removed: 618,483] [added: 738,673] | | | | [removed: 522,386] [added: 618,483] | |

| Selling, general and administrative expenses | | | [removed: 421,703] [added: 444,490] | | | | [removed: 358,272] [added: 421,703] | | | | [removed: 325,453] [added: 358,272] | |

| Restructuring expenses | | | [removed: 12,314] [added: 32,473] | | | | [removed: 11,095] [added: 12,314] | | | | [removed: 12,079] [added: 11,095] | |

| Operating income | | | [removed: 304,656] [added: 128,218] | | | | [removed: 249,116] [added: 304,656] | | | | [removed: 184,854] [added: 249,116] | |

| Other income (expense) — net | | | [removed: (1,443] [added: 236] | [removed: )] | | | [removed: (1,092] [added: (1,443] | ) | | | [removed: 1,151] [added: (1,092] | [added: )] |

| Interest expense | | | [removed: 29,332] [added: 42,250] | | | | [removed: 16,150] [added: 29,332] | | | | [removed: 17,178] [added: 16,150] | |

| Income before income taxes | | | [removed: 273,881] [added: 86,204] | | | | [removed: 231,874] [added: 273,881] | | | | [removed: 168,827] [added: 231,874] | |

| Provision for income taxes | | | [removed: 80,024] [added: 48,574] | | | | [removed: 74,774] [added: 80,024] | | | | [removed: 55,436] [added: 74,774] | |

| Net income | | $ | [removed: 193,857] [added: 37,630] | | | $ | [removed: 157,100] [added: 193,857] | | | $ | [removed: 113,391] [added: 157,100] | |

| Basic earnings per common share | | $ | [removed: 2.34] [added: 0.45] | | | $ | [removed: 1.93] [added: 2.34] | | | $ | [removed: 1.41] [added: 1.93] | |

| | | 2012 | | | | 2011 | | |

| Cash and cash equivalents | | $ | 318,864 | | | $ | 230,259 | |

| Asset impairments | | | 198,519 | | | | — | | | | — | |

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

| Net income | | $ | 37,630 | | | $ | 193,857 | | | $ | 157,100 | |

| Gains (losses) and reclassification adjustments for derivatives, net of tax | | | 4,780 | | | | (20,254 | ) | | | (14,210 | ) |

| Pension and other postretirement adjustments, net of tax | | | (7,159 | ) | | | (8,398 | ) | | | (2,830 | ) |

| Cumulative translation adjustment | | | 14,445 | | | | (14,108 | ) | | | (21,097 | ) |

| Repurchase of 2,182,946 shares of common stock | | | — | | | | — | | | | — | | | | — | | | | — | | | | (89,563 | ) | | | (89,563 | ) |

| Balance, December 31, 2012 | | $ | 551,559 | | | $ | 1,113,541 | | | $ | 38,639 | | | $ | (45,645 | ) | | $ | (36,397 | ) | | $ | (156,699 | ) | | $ | 1,464,998 | |

IDEX CORPORATION

| | | For The Years Ended December 31, | | | | | | | | | | |

| Net income | | $ | 37,630 | | | $ | 193,857 | | | $ | 157,100 | |

| Asset impairments | | | 198,519 | | | | — | | | | — | |

| Non-cash interest expense associated with forward starting swaps | | | 7,637 | | | | 3,570 | | | | — | |

| Other current assets | | | (12,127 | ) | | | 877 | | | | (2,985 | ) |

| Other — net | | | (1,989 | ) | | | 1,953 | | | | 5,540 | |

| Purchase of common stock | | | (89,563 | ) | | | — | | | | — | |

| Other | | | (1,394 | ) | | | — | | | | — | |

See Notes to Consolidated Financial Statements.

Expenses, inclusive of commissions and professional fees, incurred in securing and issuing debt are capitalized and included in Other noncurrent assets.

| Basic weighted average common shares outstanding | | | 82,689 | | | | 82,145 | | | | 80,466 | |

| Diluted weighted average common shares outstanding | | | 83,641 | | | | 83,543 | | | | 81,983 | |

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-04, “Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS” (“ASU 2011-04”), which was issued to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between GAAP and IFRS.

ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for Level 3 fair value measurements.

In June 2011, FASB issued ASU 2011-05 “Presentation of Comprehensive Income.” ASU 2011-05 allows an entity to present components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements.

The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity.

While ASU 2011-05 changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance.

In December 2011, FASB issued ASU 2011-12 “Comprehensive Income (Topic 220); Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.” ASU 2011-12 deferred certain aspects of ASU 2011-05.

Under ASU 2012-02, an entity would not be required to calculate the fair value of an indefinite-lived intangible asset if the entity determines, based on qualitative assessment, that it is not more likely than not impaired.

Severance costs primarily consist of severance benefits through payroll continuation, COBRA subsidies, outplacement services, conditional separation costs and employer tax liabilities, while exit costs primarily consist of asset disposals or impairments, the termination of a defined benefit plan, legal costs and relocation charges.

The 2011 initiative was completed by the end of 2012 and no further restructuring is currently planned.

Severance payments are expected to be fully paid in the next 12 months using cash from operations.

The 2009 initiatives were substantially complete by the end of 2010, with restructuring charges totaling $23.2 million for the program.

| Fluid & Metering Technologies | | $ | 6,226 | | | $ | 36 | | | $ | 6,262 | |

| Health & Science Technologies | | | 11,223 | | | | 3,521 | | | | 14,744 | |

| Corporate/Other | | | 2,844 | | | | 283 | | | | 3,127 | |

| Total restructuring costs | | $ | 23,519 | | | $ | 8,954 | | | $ | 32,473 | |

| | | Severance Costs | | | | Exit Costs | | | | Total | | |

| | | Severance Costs | | | | Exit Costs | | | | Total | | |

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

| Balance, December 31, 2008 | | $ | 377,982 | | | $ | 822,286 | | | $ | 40,204 | | | $ | (33,654 | ) | | $ | (6,642 | ) | | $ | (55,393 | ) | | $ | 1,144,783 | |

| Other comprehensive income | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 25,520 | |

| Comprehensive income | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 138,911 | |

| Other comprehensive loss | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (38,137 | ) |

| Other comprehensive loss | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (42,760 | ) |

| Comprehensive income | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 151,097 | |

| Other — net | | | 6,400 | | | | 2,555 | | | | 9,397 | |

| Cash and cash equivalents at beginning of year | | | 235,136 | | | | 73,526 | | | | 61,353 | |

| Issuance of unvested shares | | | 12,488 | | | | 5,603 | | | | 5,131 | |

trends.

In October 2009, the FASB issued ASU No. 2009-13, “Revenue Recognition (Topic 605) — Multiple-Deliverable Revenue Arrangements.” ASU No. 2009-13 addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit.

This guidance establishes a selling price hierarchy for determining the fair value of a deliverable, which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or (c) estimated selling price.

This guidance also eliminates the residual method of allocation and requires that arrangement consideration be

allocated at the inception of the arrangement to all deliverables using the relative selling price method.

ASU No. 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010.

In December 2010, the FASB issued ASU No. 2010-29, Business Combinations (Topic 805), “Disclosure of Supplementary Pro Forma Information for Business Combinations.” ASU No. 2010-29 requires revenues and earnings of the combined entity be disclosed as if the business combination occurred as of the beginning of the comparable prior annual reporting period.

This ASU also requires additional disclosures about adjustments included in the reported pro forma revenues and earnings.

The Company adopted the provisions of ASU No. 2010-29 prospectively for business combinations for which the acquisition date was on or after January 1, 2011.

In September 2011, the FASB issued ASU 2011-09, “Disclosures about an Employer’s Participation in a Multiemployer Plan.” ASU 2011-09 requires enhanced disclosures around an employer’s participation in multiemployer pension plans.

The standard is intended to provide more information about an employer’s financial obligations to a multiemployer pension plan to help financial statement users better understand the financial health of the significant plans in which the employer participates.

This guidance became effective for the Company for its fiscal 2011 year-end reporting.

In May 2011, the FASB issued ASU 2011-04, which is an update to Topic 820, “Fair Value Measurement.” This update establishes common requirements for measuring fair value and related disclosures in accordance with accounting principles generally accepted in the United Sates and international financial reporting standards.

This amendment did not require additional fair value measurements.

In June 2011, the FASB issued ASU 2011-05, an update to Topic 220, “Comprehensive Income.” This update eliminates the option of presenting the components of other comprehensive income as part of the statement of changes in stockholders’ equity, requires consecutive presentation of the statement of net income and other comprehensive income and requires reclassification adjustments from other comprehensive income to net income to be shown on the financial statements.

ASU 2011-05 is effective for all interim and annual reporting periods beginning after December 15, 2011.

ASU 2011-05 is not expected to have a material impact on the consolidated financial position, results of operations or cash flows of the Company.

If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required.

Otherwise, no further testing is required.

However, an entity can choose to adopt earlier even if its annual test date is before the issuance of the final standard, provided that the entity has not yet performed its 2011 annual impairment test or issued its financial statements.

As of December 31, 2011, the Company did not elect to early adopt ASU 2011-08.

ASU 2011-08 is not expected to have a material impact on the consolidated financial position, results of operations or cash flows of the Company.

| Dispensing Equipment | | | 2,948 | | | | 797 | | | | 3,745 | |

| Dispensing Equipment | | | 641 | | | | — | | | | 641 | |

| Fluid & Metering Technologies | | $ | 2,694 | | | $ | 1,364 | | | $ | 4,058 | |

| Health & Science Technologies | | | 2,201 | | | | 1,303 | | | | 3,504 | |

| Dispensing Equipment | | | 1,155 | | | | 860 | | | | 2,015 | |

| Corporate/Other | | | 488 | | | | 706 | | | | 1,194 | |

| Total restructuring costs | | $ | 7,846 | | | $ | 4,233 | | | $ | 12,079 | |

| Balance at January 1, 2010 | | $ | — | | | $ | 6,878 | | | $ | 6,878 | |

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 [removed: 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 as of December 31, [removed: 2011.][added: 2012.]

Management’s Report on Internal Control Over Financial Reporting appearing on page [removed: 67] [added: 70] of this report is incorporated into this Item 9A by reference.

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 [removed: Company’s 2011] [added: 2013] Proxy Statement is incorporated [removed: herein] [added: into this Item 10] by reference.

Information regarding executive officers of the Company is located in Part [removed: I.][added: I, Item 1, of this report under the caption “Executive Officers of the Registrant.”]

Item 1.

of this report under the caption “Executive Officers of the Registrant.”

Information under the heading “Executive Compensation” in the [removed: Company’s 2012] [added: 2013] Proxy Statement is incorporated [removed: herein] [added: into this Item 11] by reference.

Information under the heading “Security Ownership” in the [removed: Company’s 2012] [added: 2013] Proxy Statement is incorporated [removed: herein] [added: into this Item 12] by reference.

The following table sets forth certain information with respect to the Company’s equity compensation plans as of December 31, [removed: 2011.][added: 2012.]

| Plan Category | | Number of [removed: Securities To] [added: Securities To] be Issued [removed: Upon Exercise of Outstanding Options, Warrants] [added: Upon Exercise of Outstanding Options, Warrants] and Rights | | | | [removed: Weighted-Average Exercise] [added: Weighted-Average Exercise] Price [removed: of Outstanding Options, Warrants and] [added: of Outstanding Options, Warrants and] Rights | | | | Number of [removed: Securities Remaining] [added: Securities Remaining] Available [removed: for Future] [added: for Future] Issuance [removed: Under Equity Compensation Plans(1)(2)] [added: Under Equity Compensation Plans(1)(2)] | | |

| (2) | All [removed: Deferred Compensation Units] [added: deferred compensation units] (“DCUs”) issued under the Directors Deferred Compensation Plan and Deferred Compensation Plan for Non-officer Presidents are to be issued under the Company’s Incentive Award Plan and any DCUs remaining in these plans were eliminated by shareholder approval on April 8, 2008. DCUs issued under the Deferred Compensation Plan for Officers continue to be issued under the Incentive Award Plan. [added: The number of DCUs is determined by dividing the amount deferred by the closing price of the common stock the day before the date of deferral. The DCUs are entitled to receive dividend equivalents which are reinvested in DCUs based on the same formula for investment of a participant’s deferral. Since deferred compensation is payable upon separation of service within the meaning of Section 409A of the Internal Revenue Code, no benefits are payable prior to the date that is six months after the date of separation of service, or the date of death of the employee, if earlier.] |

| Equity compensation plans approved by the Company’s stockholders | | | 3,715,323 | | | $ | 33.16 | | | | 3,427,582 | |

| Equity compensation plans approved by the Company’s shareholders | | | 4,902,103 | | | $ | 29.61 | | | | 4,077,708 | |

The number of DCUs is determined by dividing the amount deferred by the closing price of the Company’s Common Stock the day before the date of deferral.

The DCUs are entitled to receive dividend equivalents which are reinvested in DCUs based on the same formula for investment of a participant’s deferral.

Since deferred compensation is payable upon separation of service within the meaning of Section 409A of the Internal Revenue Code, no benefits are payable prior to the date that is six months after the date of separation of service, or the date of death of the employee, if earlier.

Information under the heading “Information Regarding the Board of Directors and Committees” in the [removed: Company’s 2012] [added: 2013] Proxy Statement is incorporated [removed: herein] [added: into this Item 13] by reference.

No certain relationships exist.

Information under the heading “Principal Accountant Fees and Services” in the [removed: Company’s 2012] [added: 2013] Proxy Statement is incorporated [removed: herein] [added: into this Item 14] by reference.

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

Reference is made to the Exhibit Index beginning on page [removed: 72] [added: 75] hereof.

Date: February [removed: 24, 2012][added: 21, 2013]

| /s/ ANDREW K. SILVERNAIL Andrew K. Silvernail | | Chairman of the [removed: Board] [added: Board, President] and Chief Executive Officer (Principal Executive Officer) | | February [removed: 24, 2012] [added: 21, 2013] |

| /s/ HEATH A. MITTS Heath A. Mitts | | Vice President and Chief Financial Officer (Principal Financial Officer) | | February [removed: 24, 2012] [added: 21, 2013] |

| /s/ MICHAEL J. YATES Michael J. Yates | | Vice President and Chief Accounting Officer (Principal Accounting Officer) | | February [removed: 24, 2012] [added: 21, 2013] |

| /s/ BRADLEY J. BELL Bradley J. Bell | | Director | | February [removed: 24, 2012] [added: 21, 2013] |

| /s/ RUBY R. CHANDY Ruby R. Chandy | | Director | | February [removed: 24, 2012] [added: 21, 2013] |

| /s/ WILLIAM M. COOK William M. Cook | | Director | | February [removed: 24, 2012] [added: 21, 2013] |

| /s/ GREGORY F. MILZCIK Gregory F. Milzcik | | Director | | February [removed: 24, 2012] [added: 21, 2013] |

| /s/ ERNEST J. MROZEK Ernest J. Mrozek | | Director | | February [removed: 24, 2012] [added: 21, 2013] |

| /s/ MICHAEL T. TOKARZ Michael T. Tokarz | | Director | | February [removed: 24, 2012] [added: 21, 2013] |

| /s/ LIVINGSTON L. SATTERTHWAITE Livingston L. Satterthwaite | | Director | | February [removed: 24, 2012] [added: 21, 2013] |