filings.toolsItem 15. Exhibits and Financial Statement Schedules.
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Item 15. Exhibits and Financial Statement Schedules.
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(A) 1. Financial Statements
Consolidated financial statements filed as part of this report are listed under Part II. Item 8. “Financial Statements and Supplementary Data.”
- Financial Statement Schedules
Financial statement schedules are omitted because they are not applicable, not required, or because the required information is included in the Consolidated Financial Statements of the Company or the Notes thereto.
- Exhibits
The exhibits filed with this report are listed on the “Exhibit Index.”
(B) Exhibit Index
Reference is made to the Exhibit Index beginning on page 75 hereof.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| IDEX CORPORATION | ||
| By: | /s/ HEATH A. MITTS | |
| Heath A. Mitts | ||
| Vice President and Chief Financial Officer |
Date: February 21, 2013
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ ANDREW K. SILVERNAIL Andrew K. Silvernail | Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) | February 21, 2013 | ||
| /s/ HEATH A. MITTS Heath A. Mitts | Vice President and Chief Financial Officer (Principal Financial Officer) | February 21, 2013 | ||
| /s/ MICHAEL J. YATES Michael J. Yates | Vice President and Chief Accounting Officer (Principal Accounting Officer) | February 21, 2013 | ||
| /s/ BRADLEY J. BELL Bradley J. Bell | Director | February 21, 2013 | ||
| /s/ RUBY R. CHANDY Ruby R. Chandy | Director | February 21, 2013 | ||
| /s/ WILLIAM M. COOK William M. Cook | Director | February 21, 2013 | ||
| /s/ GREGORY F. MILZCIK Gregory F. Milzcik | Director | February 21, 2013 | ||
| /s/ ERNEST J. MROZEK Ernest J. Mrozek | Director | February 21, 2013 | ||
| /s/ MICHAEL T. TOKARZ Michael T. Tokarz | Director | February 21, 2013 | ||
| /s/ LIVINGSTON L. SATTERTHWAITE Livingston L. Satterthwaite | Director | February 21, 2013 | ||
| /s/ DAVID C. PARRY David C. Parry | Director | February 21, 2013 |
Table of Contents
Exhibit Index
| Exhibit Number | Description | |
| 3.1 | Restated Certificate of Incorporation of IDEX Corporation (incorporated by reference to Exhibit No. 3.1 to the Registration Statement on Form S-1 of IDEX, et al., Registration No. 33-21205, as filed on April 21, 1988) | |
| 3.1(a) | Amendment to Restated Certificate of Incorporation of IDEX Corporation (incorporated by reference to Exhibit No. 3.1 (a) to the Quarterly Report of IDEX on Form 10-Q for the quarter ended March 31, 1996, Commission File No. 1-10235) | |
| 3.1(b) | Amendment to Restated Certificate of Incorporation of IDEX Corporation (incorporated by reference to Exhibit No. 3.1 (b) to the Current Report of IDEX on Form 8-K filed March 24, 2005, Commission File No. 1-10235) | |
| 3.2 | Amended and Restated By-Laws of IDEX Corporation (incorporated by reference to Exhibit No. 3.1 to the Current Report of IDEX on Form 8-K filed November 14, 2011, Commission File No. 1-10235) | |
| 4.1 | Specimen Certificate of Common Stock of IDEX Corporation (incorporated by reference to Exhibit No. 4.3 to the Registration Statement on Form S-2 of IDEX, et al., Registration No. 33-42208, as filed on September 16, 1991) | |
| 4.2 | Credit Agreement, dated as of June 27, 2011, among IDEX Corporation, Bank of America N.A. as Agent and Issuing Bank, and the Other Financial Institutions Party Hereto (incorporated by reference to Exhibit 10.1 to the Current Report of IDEX on Form 8-K filed June 30, 2011, Commission File No. 1-10235) | |
| 4.3 | Master Note Purchase Agreement, dated June 9, 2010 with respect to €81,000,000 2.58% Series 2010 Senior Notes due June 9, 2015 (incorporated by reference to Exhibit No. 4.1 to the Current Report of IDEX on Form 8-K filed June 14, 2010, Commission File No. 1-10235) | |
| 4.4 | Indenture between IDEX Corporation and Wells Fargo Bank, National Association, as Trustee, dated as of December 6, 2010 (Debt Securities) (incorporated by reference to Exhibit No. 4.1 to the Current Report of IDEX on Form 8-K filed December 7, 2010, Commission File No. 1-10235) | |
| 4.5 | First Supplemental Indenture between IDEX Corporation and Wells Fargo Bank, National Association, as Trustee, dated as of December 6, 2010 (as to 4.5% Senior Notes due 2020) (incorporated by reference to Exhibit No. 4.2 to the Current Report of IDEX on Form 8-K filed December 7, 2010, Commission File No. 1-10235) | |
| 4.6 | Second Supplemental Indenture between IDEX Corporation and Wells Fargo Bank, National Association, as Trustee, dated as of December 13, 2011 (as to 4.2% Senior Notes due 2021) (incorporated by reference to Exhibit No. 4.1 to the Current Report of IDEX on Form 8-K filed December 14, 2011, Commission File No. 1-10235) | |
| 10.1** | Revised and Restated IDEX Management Incentive Compensation Plan for Key Employees Effective January 1, 2013 (incorporated by reference to Exhibit 10.2 to the Current Report of IDEX on Form 8-K filed February 20, 2013, Commission File No. 1-10235) | |
| 10.2** | Form of Indemnification Agreement of IDEX Corporation (incorporated by reference to Exhibit No. 10.23 to the Registration Statement on Form S-1 of IDEX, et al., Registration No. 33-28317, as filed on April 26, 1989, Commission File No. 1-10235) | |
| 10.3** | IDEX Corporation Amended and Restated Stock Option Plan for Outside Directors, adopted by resolution of the Board of Directors dated as of November 20, 2003 (incorporated by reference to Exhibit 10.6 (a) to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2003) |
Table of Contents
| Exhibit Number | Description | |
| 10.4** | Form of Stock Option Agreement (incorporated by reference to Exhibit 10.23 to the Current Report of IDEX on Form 8-K filed March 24, 2005, Commission File No. 1-10235) | |
| 10.5** | Form of Unvested Stock Agreement (incorporated by reference to Appendix A of the Proxy Statement of IDEX, filed February 25, 2005, Commission File No. 1-10235) | |
| 10.6** | Letter Agreement between IDEX Corporation and Frank J. Notaro, dated April 24, 2000 (incorporated by reference to Exhibit 10.25 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2005, Commission File No. 1-10235) | |
| 10.7** | IDEX Corporation Incentive Award Plan (as amended and restated) (incorporated by reference to Appendix A of the Proxy Statement of IDEX on Schedule 14A, filed March 5, 2010, Commission File No. 1-10235) | |
| 10.8** | Form of IDEX Corporation Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.4 to the Current Report of IDEX on Form 8-K, filed April 8, 2008, Commission File No. 1-10235) | |
| 10.9** | Form of IDEX Corporation Stock Option Agreement (incorporated by reference to Exhibit 10.1 to the Current Report of IDEX on Form 8-K filed February 25, 2011, Commission File No. 1-10235) | |
| 10.10** | Employment Agreement between IDEX Service Corporation and Andrew K. Silvernail, dated November 1, 2011 (incorporated by reference to Exhibit No. 10.1 to the Current Report of IDEX on Form 8-K filed November 4, 2011, Commission File No. 1-10235) | |
| 10.11** | Letter Agreement between IDEX Corporation and Frank J. Notaro, dated September 30, 2010 (incorporated by reference to Exhibit No. 10.1 to the Current Report of IDEX on Form 8-K filed October 1, 2010, Commission File No. 1-10235) | |
| 10.12** | Third Amended and Restated IDEX Corporation Directors Deferred Compensation Plan (incorporated by reference to Exhibit No. 10.30 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2010, Commission File No. 1-10235) | |
| 10.13** | IDEX Corporation Supplemental Executive Retirement and Deferred Compensation Plan (incorporated by reference to Exhibit No. 10.31 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2010, Commission File No. 1-10235) | |
| 10.14** | Transition Services and Separation Agreement between IDEX Service Corporation and Kevin G. Hostetler, dated February 14, 2012 (incorporated by reference to Exhibit No. 10.1 to the Current Report of IDEX on Form 8-K filed February 16, 2012, Commission File No. 1-10235) | |
| 10.15** | Letter Agreement between IDEX Corporation and Michael J. Yates, dated September 30, 2010 (incorporated by reference to Exhibit No. 10.18 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2011, Commission File No. 1-10235) | |
| 10.16** | Letter Agreement between IDEX Corporation and Heath A. Mitts, dated September 30, 2010 (incorporated by reference to Exhibit No. 10.2 to the Quarterly Report of IDEX on Form 10-Q for the quarter ended March 31, 2012, Commission File No. 1-10235) | |
| 10.17** | Letter Agreement between IDEX Corporation and Daniel Salliotte, dated September 30, 2010 | |
| 10.18** | Form of IDEX Corporation Performance Share Unit Award Agreement | |
| 12 | Ratio of Earnings to Fixed Charges | |
| 21 | Subsidiaries of IDEX | |
| 23 | Consent of Deloitte & Touche LLP | |
| 31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14 (a) or Rule 15d-14 (a) | |
| 31.2 | Certification of Chief Financial Officer Pursuant to Rule 13a-14 (a) or Rule 15d-14 (a) |
Table of Contents
| Exhibit Number | Description | |
| ***32.1 | Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code | |
| ***32.2 | Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code | |
| ****101 | The following materials from IDEX Corporation’s Annual Report on Form 10-K for the year ended December 31, 2012 formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at December 31, 2012 and 2011, (ii) the Consolidated Statements of Operations for the three years ended December 31, 2012, (iii) the Consolidated Statements of Comprehensive Income for the three years ended December 31, 2012, (iv) the Consolidated Statements of Stockholders’ Equity for the three years ended December 31, 2012, (v) the Consolidated Statements of Cash Flows for the three years ended December 31, 2012, and (vi) Notes to the Consolidated Financial Statements. |
| ** | Management contract or compensatory plan or agreement. |
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| *** | Furnished herewith. |
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| **** | In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. |
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