IDEX (IEX) 10-K risk factor changes: FY2013 vs FY2012

[removed: _Changes] [added: Changes] in U.S. or International Economic Conditions Could Adversely Affect the [removed: Revenues] [added: Sales] and Profitability of [removed: Any of] Our [removed: Businesses._][added: Businesses.]

In [removed: 2012,] [added: 2013,] 49% of the Company’s [removed: revenue was] [added: sales were] derived from domestic operations while 51% [removed: was] [added: were] 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 processing, water [removed: and] [added: &] wastewater treatment and optical filters and components.

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

[removed: _Conditions] [added: Conditions] in Foreign Countries in Which We Operate Could Adversely Affect Our [removed: Business._][added: Business.]

In [removed: 2012,] [added: 2013,] approximately 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: |] • | [removed: |] possibility of unfavorable circumstances arising from host country laws or regulations; |

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

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

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

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

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

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

[removed: _Our] [added: Our] Inability to Continue to Develop New Products Could Limit Our [removed: Revenue Growth._][added: Sales Growth.]

The Company’s [removed: revenue] [added: sales] grew [removed: 3%] [added: 2%] organically in [removed: 2012] [added: 2013] and [removed: 9%] [added: 3%] in [removed: 2011.][added: 2012.]

Approximately [removed: 14%] [added: 12%] of our [removed: revenue was] [added: 2013 sales were] derived from new products developed over the past three years.

[removed: _Our] [added: Our] Growth Strategy Includes Acquisitions and We May Not be Able to Make Acquisitions of Suitable Candidates or Integrate Acquisitions [removed: Successfully._][added: Successfully.]

Our historical growth has included, and our future growth is likely to continue to [removed: include] [added: include,] acquisitions.

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

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

[removed: Pricing pressures may] require us to adjust the prices of our products to stay competitive.

Failure to continue competing successfully could reduce our [removed: revenues,] [added: sales,] operating margins and overall financial performance.

[removed: _We] [added: We] are Dependent on the Availability of Raw Materials, Parts and Components Used in Our [removed: Products._][added: Products.]

[removed: _Significant] [added: Significant] Movements in Foreign Currency Exchange Rates May Harm Our Financial [removed: Results._][added: Results.]

We are exposed to fluctuations in foreign currency exchange rates, particularly with respect to the Euro, Canadian Dollar, British [removed: Pound] [added: Pound, Indian Rupee] and Chinese Renminbi.

[removed: _An] [added: An] Unfavorable Outcome of Any of Our Pending Contingencies or Litigation Could Adversely Affect [removed: Us._][added: Us.]

[removed: _Our] [added: Our] Intangible Assets, Including Goodwill, are a Significant Portion of Our Total Assets and a Write-off of Our Intangible Assets Would Adversely Impact Our Operating Results and Significantly Reduce Our Net [removed: Worth._][added: Worth.]

At December 31, [removed: 2012,] [added: 2013,] goodwill and intangible assets totaled [removed: $1,321.7] [added: $1,349.5] million and [removed: $341.4] [added: $311.2] million, respectively.

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

[removed: In] [added: As an example, in] accordance with Accounting Standards Codification (“ASC”) No. 350, the Company concluded that a significant non-cash [added: asset] 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 [removed: platform.][added: group.]

See Note 4 in Part II, Item 8, [removed: Financial] [added: "Financial] Statements and Supplementary [removed: Data] [added: Data"] for further discussion on goodwill and intangible assets.

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Pricing pressures may

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assets we have acquired.

[removed: Cautionary] [added: Cautionary] Statement Under the Private Securities Litigation Reform [removed: Act][added: Act]

This management’s discussion and analysis, including, but not limited to, the section entitled [removed: “2012] [added: “2013] Overview and Outlook”, and other portions of this report, 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 risks and uncertainties include, but are not limited to, [added: the risks described in Item 1A, "Risk Factors" of this report,] 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.

[removed: 2012] [added: 2013] Overview and [removed: Outlook][added: Outlook]

Within [removed: these] [added: our] three reportable segments, the Company maintains six [removed: strategic] platforms, where we will [removed: primarily] invest [removed: organically] [added: in organic growth] and [removed: through acquisitions,] [added: acquisitions with a strategic view towards a platform with the potential for at least $500 million in revenue,] and [removed: eight] [added: seven] groups, where we will [removed: primarily] focus on organic growth [removed: to drive these businesses.][added: and strategic acquisitions.]

The Fluid & Metering Technologies segment designs, produces and distributes positive displacement pumps, flow meters, [added: valves,] injectors, and other fluid-handling pump modules and systems and provides flow monitoring and other services for the food, chemical, general industrial, water and wastewater, agricultural and energy industries.

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 [added: coatings for applications in the fields of scientific research, defense, biotechnology, life sciences, 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.]

[removed: The Fire & Safety/Diversified Products segment produces firefighting pumps and controls, rescue tools, lifting bags and other components and systems for the] fire and rescue industry, and engineered stainless steel banding and clamping devices used in a variety of industrial and commercial applications, precision equipment for dispensing, metering and mixing colorants and paints used in a variety of retail and commercial businesses around the world.

Some of our [removed: 2012] [added: 2013] financial results are as follows:

| [removed: |] • | [removed: |] Sales of [removed: $1.95] [added: $2.0] billion [removed: rose 6%;] [added: increased 4%;] organic sales — excluding acquisitions and foreign currency translation — were up [removed: 3%.] [added: 2%.] |

[removed: Results] [added: Results] of [removed: Operations][added: Operations]

The following is a discussion and analysis of our results of operations for each of the three years in the period ended December 31, [removed: 2012.][added: 2013.]

In [added: the following discussion, and throughout] 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) [added: the impact of foreign currency translation and (2)] sales from acquired businesses during the first twelve months of [removed: ownership and (2) the impact of foreign currency translation.][added: ownership.]

In addition, due to the highly acquisitive nature of the Company, the determination of [removed: operating] [added: net] income includes amortization of acquired intangible assets and, as a result, management reviews [removed: depreciation] [added: EBITDA] and [added: Adjusted EBITDA as a percentage of sales.]

[removed: Performance] [added: Performance] in 2012 Compared with [removed: 2011][added: 2011]

| [removed: (in thousands)] [added: (In thousands)] | [added: 2012] | [removed: 2012] | | | [added: 2011] | [removed: 2011] | | | [added: Change | | |]

| Net sales | [removed: |] $ | 1,954,258 | | | $ | 1,838,451 | | [added: | 6 | % | |]

| Operating income | [removed: | |] 128,218 | | | | 304,656 | | [added: | | (58 | )% | |]

| Operating margin | [removed: | |] 6.6 | [removed: %] | [added: %] | | 16.6 | [added: |] % | [added: | (1,000 | ) | bps |]

| Capital expenditures | [removed: |] $ | 35,520 | | | $ | 34,548 | | [added: | 3 | % | |]

| Capital expenditures as a percentage of net sales | [removed: | |] 1.8 | [removed: %] | [added: %] | | 1.9 | [added: |] % | [added: | (10 | ) | bps |]

In 2012, Fluid & Metering Technologies contributed 43% of sales and 82% of operating income; Health & Science Technologies [removed: accounted for] [added: contributed] 35% of sales and (35)% of operating income; and Fire & Safety/Diversified Products [removed: represented] [added: contributed] 22% of sales and 53% of operating income.

The $22.8 million increase reflects approximately $26.8 million of incremental costs from [removed: 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.

[removed: The] [added: During 2012, the] Company concluded that a non-cash impairment charge was required to reduce the carrying value of goodwill and intangible assets within the IOP reporting unit and goodwill and long-lived assets within the WST reporting unit.

No additional impairments were identified at any of the other reporting [removed: units.][added: units in 2012.]

The increase was principally due to higher debt levels resulting from the CVI MG acquisition and higher interest rates associated with [removed: converting] [added: replacing] our Revolving Facility debt in 2011 [removed: to] [added: with] fixed rate 4.2% Senior Notes.

[removed: _Fluid] [added: Fluid] & Metering Technologies [removed: Segment_][added: Segment]

| Net sales | [removed: |] $ | 833,288 | | | $ | 831,287 | | [added: | — | % | |]

| Operating income | [removed: | |] 146,650 | | | | 164,818 | | [added: | | (11 | )% | |]

| Operating margin | [removed: | |] 17.6 | [removed: %] | [added: %] | | 19.8 | [added: |] % | [added: | (220 | ) | bps |]

| Capital expenditures | [removed: |] $ | 13,535 | | | $ | 12,543 | | [added: | 8 | % | |]

| Capital expenditures as a percentage of net sales | [removed: | |] 1.6 | [removed: %] | [added: %] | | 1.5 | [added: |] % | [added: | 10 | | bps |]

Sales within our [removed: CFP platform][added: Scientific Fluidics]

[added: Sales within our CFP platform] increased compared to 2011 on strong general industrial and chemical demand in both our OEM and distributor channels in North America and Asia.

Offsetting [removed: the] [added: these] sales [removed: increases above] [added: increases,] was a [added: sales] decrease in our WST group, which continues to face funding headwinds in the municipal water end market.

Operating income and operating margin of $146.7 million and 17.6%, respectively, were lower than the $164.8 million and 19.8% recorded in [removed: 2012,] [added: 2011,] primarily due to $27.7 million of impairment charges and an increase of $3.4 million of restructuring charges, partially offset by productivity and cost reduction initiatives.

[removed: _Health] [added: Health] & Science Technologies [removed: Segment_][added: Segment]

| Net sales | [removed: |] $ | 695,235 | | | $ | 607,900 | | [added: | 14 | % | |]

| Operating [removed: (loss)] income [removed: | |] [added: (loss)] | (62,835 | [removed: )] | [added: )] | | 106,037 | | [added: | | (159 | )% | |]

| Operating margin | [removed: | |] (9.0 | [removed: )%] | [added: )%] | | 17.4 | [added: |] % | [added: | (2,640 | ) | bps |]

The Fluid & Metering Technologies segment contains the Energy, Water (comprised of Water Services & Technology and Diaphragm & Dosing Pump Technology), and Chemical, Food & Process platforms as well as the Agricultural group (comprised of Banjo.) The Health & Science Technologies segment contains the IDEX Optics & Photonics, Scientific Fluidics and Material Processing Technologies platforms, as well as the Sealing Solutions and the Industrial (comprised of Micropump and Gast) groups.

Each platform/group is comprised of one or more of our 15 reporting units: five reporting units within Fluid & Metering Technologies (Energy; Chemical, Food, & Process; Water Services & Technology; Banjo; Diaphragm & Dosing Pump Technology); six reporting units within Health & Science Technologies (IDEX Optics and Photonics; Scientific Fluidics; Material Processing Technology; Sealing Solutions; Micropump; and Gast); and four reporting units within Fire & Safety/Diversified Products (Dispensing, Rescue, Band-It, and Fire Suppression).

The Fire & Safety/Diversified Products segment produces firefighting pumps and controls, rescue tools, lifting bags and other components and systems for the

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| • | Operating income of $395.5 million increased 208%. |

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| • | Net income increased 578% to $255.2 million. |

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| • | Diluted EPS of $3.09 increased $2.64 or 587% compared to 2012. |

Overall we believe market conditions are marginally better than a year ago but still remain uneven.

On a regional basis, North American demand has remained strong, the European market continues to stabilize, the emerging markets are growing, and Asia remains uneven.

For 2014, based on the Company’s current outlook, we anticipate 3 to 5 percent organic revenue growth in 2014 and EPS of $3.33 to $3.43.

In addition, this report references EBITDA and Adjusted EBITDA.

These non-GAAP measures have been reconciled to Net income and Operating income within Item 6, "Selected Financial Data".

Given the acquisitive nature of the Company which results in a higher level of amortization expense at recently acquired businesses, EBITDA and Adjusted EBITDA provides management with a better representation of performance of businesses across our three segments.

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| (In thousands) | 2013 | | | | 2012 | | | | Change | | |

| Net sales | $ | 2,024,130 | | | $ | 1,954,258 | | | 4 | % | |

| Operating income | 395,513 | | | | 128,218 | | | | 208 | % | |

| Operating margin | 19.5 | | % | | 6.6 | | % | | 1,290 | | bps |

| EBITDA | $ | 474,669 | | | $ | 206,766 | | | 130 | % | |

| EBITDA as a percentage of net sales | 23.5 | | % | | 10.6 | | % | | 1,290 | | bps |

| Adjusted EBITDA | $ | 474,669 | | | $ | 437,758 | | | 8 | % | |

| Adjusted EBITDA as a percentage of net sales | 23.5 | | % | | 22.4 | | % | | 110 | | bps |

| Capital expenditures | $ | 31,536 | | | $ | 35,520 | | | (11 | )% | |

Sales in 2013 were $2,024 million, a 4% increase from the comparable period last year.

This increase reflects a 2% increase in organic sales and 2% from acquisitions (ERC — April 2012, Matcon — July 2012 and FTL —March 2013).

Gross profit of $873.4 million in 2013 increased $69.7 million, or 8.7%, from 2012.

Gross margins were 43.1% in 2013 and 41.1% in 2012.

SG&A expenses increased to $477.9 million in 2013 from $444.5 million in 2012.

The $33.4 million increase reflects approximately $10.4 million of incremental costs from new acquisitions, $5.6 million of cost-out actions, a $1.7 million pension settlement, $1.2 million related to environmental reserve costs, and $18.6 million of volume-related expenses, partially offset by a $4.0 million gain on the settlement of the contingent consideration related to the Matcon business acquired in July 2012.

Operating income of $395.5 million in 2013 increased from the $128.2 million recorded in 2012, primarily reflecting an increase in volume, improved productivity and the impact of the $198.5 million asset impairment charges and the $32.5 million of restructuring-related charges recorded in 2012.

Operating margin of 19.5% in 2013 was up from 6.6% in 2012 primarily due to volume leverage, productivity and the impact of asset impairment charges and restructuring-related charges in 2012.

Interest expense decreased slightly to $42.2 million in 2013 from $42.3 million in 2012.

The decrease was principally due to lower debt levels.

The effective tax rate decreased to 27.7% in 2013 compared to 56.3% in 2012, mainly due to the 2012 nonrecurring asset impairment charge recorded in the fourth quarter of 2012.

The impairment charge increased our 2012 effective tax rate by 26.9%.

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.

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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.

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| | • | | 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 2013, based on the Company’s current outlook, we are forecasting fully diluted EPS of $2.85 to $2.95.

Certain prior year amounts have been revised to include the Dispensing Equipment segment as part of the Fire & Safety/Diversified Products segment and to reflect the movement of our Trebor business unit from the Health & Science Technologies segment to the Fluid & Metering Technologies segment.

amortization as a percentage of sales.

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| 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 | % |

This non-cash asset impairment charge will not affect our liquidity, operations or ongoing financial performance.

In January 2013, legislation was enacted to extend the federal research and development credit and other favorable tax benefits through December 31, 2013.

As a result, we expect that our income tax provision for the first quarter of 2013 will include a discrete tax benefit for the research and development credit which was extended retroactively to January 1, 2012.

| Identifiable assets | | $ | 1,023,143 | | | $ | 1,072,023 | |

| Depreciation and amortization | | | 29,637 | | | | 32,368 | |

| Depreciation and amortization as a percentage of net sales | | | 3.6 | % | | | 3.9 | % |

| Identifiable assets | | $ | 1,102,868 | | | $ | 1,178,653 | |

| Depreciation and amortization | | $ | 39,981 | | | $ | 30,055 | |

| Depreciation and amortization as a percentage of net sales | | | 5.8 | % | | | 4.9 | % |

| Identifiable assets | | $ | 488,886 | | | $ | 442,400 | |

| Depreciation and amortization | | $ | 7,107 | | | $ | 8,516 | |

| Depreciation and amortization as a percentage of net sales | | | 1.6 | % | | | 2.1 | % |

| Net sales | | $ | 1,838,451 | | | $ | 1,513,073 | |

| Operating income | | | 304,656 | | | | 249,116 | |

| Operating margin | | | 16.6 | % | | | 16.5 | % |

| Identifiable assets | | $ | 2,836,107 | | | $ | 2,381,695 | |

| Depreciation and amortization | | | 72,386 | | | | 58,108 | |

| Depreciation and amortization as a percentage of net sales | | | 3.9 | % | | | 3.8 | % |

| Capital expenditures | | $ | 34,548 | | | $ | 32,769 | |

Sales in 2011 of $1,838.5 million were 22% higher than the $1,513.1 million recorded in 2010.

This increase 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.

Domestic organic sales were up 4% versus the prior year, while international organic sales increased 15%.

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

The Company’s interest rate exposure is primarily related to its [removed: $786.6] [added: $773.9] million of total debt outstanding at December 31, [removed: 2012.][added: 2013.]

Approximately [removed: 4%] [added: 1%] 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: $0.2] [added: $0.1] million annualized increase or decrease in interest expense and cash flows.

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IDEX Corporation (“IDEX” or the “Company”) is a Delaware corporation incorporated on September 24, 1987.

The Company is an applied solutions business that sells an extensive array of pumps, flow meters and other fluidics systems and components and engineered products to customers in a variety of markets around the world.

All of the Company’s business activities are carried out through wholly-owned subsidiaries.

IDEX has three reportable business segments: Fluid & Metering Technologies, Health & Science Technologies and Fire & Safety/Diversified Products.

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

Reporting units in the Health & Science Technologies segment consist of: IDEX Health & Science (“IH&S”); IDEX Optics & Photonics (“IOP”); Containment; Gast; Micropump and Materials Process Technologies (“MPT”).

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

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.

IDEX believes that each of its reporting units is a leader in its product and service areas.

The Company also believes that its strong financial performance has been attributable to its ability to design and engineer specialized quality products, coupled with its ability to identify and successfully consummate and integrate strategic acquisitions.

FLUID & METERING TECHNOLOGIES SEGMENT

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

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 and resins, electronics and electrical, construction & mining, pharmaceutical and bio-pharmaceutical, machinery and numerous other specialty niche markets.

Fluid & Metering Technologies accounted for 43% of IDEX’s sales and 82% of IDEX’s operating income in 2012, with approximately 46% of its sales to customers outside the U.S.

_Banjo._ Banjo is a provider of special purpose, severe-duty pumps, valves, fittings and systems used in liquid handling.

Banjo is based in Crawfordsville, Indiana and its products are used in agricultural and industrial applications.

Approximately 11% of Banjo’s 2012 sales were to customers outside the U.S.

_Energy & Fuels._ Energy consists of the Company’s Corken, Faure Herman, Liquid Controls, S.A.M.P.I. and Toptech businesses.

Energy is a leading supplier of flow meters, electronic registration and control products, rotary vane and turbine pumps, reciprocating piston compressors, and terminal automation control systems.

Headquartered in Lake Bluff, Illinois (Liquid Controls and Sponsler products), Energy has additional facilities in Longwood, Florida and Zwijndrech, Belgium (Toptech products); Oklahoma City, Oklahoma (Corken products);

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

Applications for Liquid Controls and S.A.M.P.I. positive displacement flow meters, electronic, registration and control products include mobile and stationary metering installations for wholesale and retail distribution of petroleum and liquefied petroleum gas, aviation refueling, and industrial metering and dispensing of liquids and gases.

Corken products consist of positive-displacement rotary vane pumps, single and multistage regenerative turbine pumps, and small horsepower reciprocating piston compressors.

Toptech supplies terminal automation hardware and software to control and manage inventories, as well as transactional data and invoicing, to customers in the oil, gas and refined-fuels markets.

Faure Herman is a leading supplier of ultrasonic and helical turbine flow meters used in the custody transfer and control of high value fluids and gases.

Approximately 53% of Energy’s 2012 sales were to customers outside the U.S.

_Chemical, Food & Process._ CFP consists of the Company’s Richter and Viking businesses.

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.

Richter’s corrosion resistant fluoroplastic lined products offer superior solutions for demanding applications in the process industry.

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 brands.

Viking products primarily serve the chemical, petroleum, pulp & paper, plastics, paints, inks, tanker trucks, compressor, construction, food & beverage, personal care, pharmaceutical and biotech markets.

CFP maintains operations in Kempen, Germany (Richter products); Cedar Falls, Iowa (Richter and Viking products); Eastbourne, East Sussex, England and Shannon, Ireland (Viking products).

CFP primarily uses independent distributors to market and sell its products.

Approximately 54% of CFP’s 2012 sales were to customers outside the U.S.

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

However, the Company cannot predict whether and to what extent insurance will be available to continue to cover [removed: such] [added: its] settlements and legal costs, or how insurers may respond to claims that are tendered to them.

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

[removed: UNITED] [added: UNITED] STATES SECURITIES AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: Form 10-K][added: Form 10-K]

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

| | [removed: For] [added: For] the Fiscal Year Ended December 31, [removed: 2012] [added: 2013] |

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

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

[removed: Commission] [added: Commission] file number [removed: 1-10235][added: 1-10235]

[removed: IDEX CORPORATION][added: IDEX CORPORATION]

[removed: _(Exact] [added: (Exact] Name of Registrant as Specified in its [removed: Charter)_][added: Charter)]

| [removed: Delaware] [added: Delaware] | | [removed: 36-3555336] [added: 36-3555336] |

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

| [removed: 1925] [added: 1925] West Field Court, Lake Forest, [removed: Illinois] [added: Illinois] | | [removed: 60045] [added: 60045] |

| [removed: _(Address] [added: (Address] of principal executive [removed: offices)_] [added: offices)] | | [removed: _(Zip Code)_] [added: (Zip Code)] |

[removed: Registrant’s] [added: Registrant’s] telephone [removed: number:][added: number:]

[removed: (847) 498-7070][added: (847) 498-7070]

[removed: Securities] [added: Securities] Registered Pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of Each [removed: Class] [added: Class] | | [removed: Name] [added: Name] of Each Exchange on Which [removed: Registered] [added: Registered] |

[removed: Securities] [added: Securities] Registered Pursuant to Section 12(g) of the [removed: Act:][added: Act:]

[removed: None][added: None]

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

The aggregate market [removed: value] [added: value, as] of the [added: last business day of the registrant's most recently completed second fiscal quarter, of the] common stock (based on the June [removed: 29, 2012] [added: 28, 2013] closing price of [removed: $38.98)] [added: $53.81)] held by non-affiliates of IDEX Corporation was [removed: $3,228,621,602.][added: $4,383,366,044.]

The number of shares outstanding of IDEX Corporation’s common stock, par value $.01 per share, as of February [removed: 15, 2013] [added: 10, 2014] was [removed: 82,523,658.][added: 80,889,147.]

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Portions of the [removed: 2012 annual report to stockholders of IDEX Corporation the (“2012 Annual Report”) are incorporated by reference to Part II of this Form 10-K and portions of the] proxy statement [removed: of IDEX Corporation] with respect to the [removed: 2013] [added: 2014] annual meeting of stockholders (the [removed: “2013] [added: “2014] Proxy Statement”) are incorporated by reference into Part III of this Form 10-K.

| [removed: PART I. | | | |] [added: PART I.] | | |

| Item 1. | [removed: | [Business](#toc442705_1) | | | 1] [added: [Business](#s313EADBE759269295868D2A0913D472A)] | [added: [1](#s313EADBE759269295868D2A0913D472A)] |

| Item 1A. | [removed: |] [Risk [removed: Factors](#toc442705_2) | | | 8] [added: Factors](#sE23ADA3F70A3F7799DECD2A0916DF98F)] | [added: [7](#sE23ADA3F70A3F7799DECD2A0916DF98F)] |

| Item 1B. | [removed: |] [Unresolved Staff [removed: Comments](#toc442705_3) | | | 10] [added: Comments](#sBFBC8D7ED654CFBEDD88D2A0918E30F7)] | [added: [8](#sBFBC8D7ED654CFBEDD88D2A0918E30F7)] |

| Item 2. | [removed: | [Properties](#toc442705_4) | | | 10] [added: [Properties](#s418E0D1FE11EEF25391AD2A091C2CDB3)] | [added: [8](#s418E0D1FE11EEF25391AD2A091C2CDB3)] |

| Item 3. | [removed: |] [Legal [removed: Proceedings](#toc442705_5) | | | 10] [added: Proceedings](#s7241B57F2AD167B124E7D2A091E38AE9)] | [added: [9](#s7241B57F2AD167B124E7D2A091E38AE9)] |

| Item 4. | [removed: |] [Mine Safety [removed: Disclosures](#toc442705_6) | | | 10] [added: Disclosures](#sBD9A179DEBAA3C2F62DCD2A092151C14)] | [added: [9](#sBD9A179DEBAA3C2F62DCD2A092151C14)] |

| [removed: PART II. | | | |] [added: PART II.] | | |

| Item 5. | [removed: |] [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#toc442705_7) | | | 11] [added: Securities](#s32F1D1616F6EE662F3CAD2A09267814D)] | [added: [10](#s32F1D1616F6EE662F3CAD2A09267814D)] |

| Item 6. | [removed: |] [Selected Financial [removed: Data](#toc442705_8) | | | 13] [added: Data](#s03807F9B4745AA1CE855D2A092884D4C)] | [added: [12](#s03807F9B4745AA1CE855D2A092884D4C)] |

| Item 7. | [removed: |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#toc442705_9) | | | 14] [added: Operations](#sEA60A4F262C275AD77ECD2A092BA8F4D)] | [added: [13](#sEA60A4F262C275AD77ECD2A092BA8F4D)] |

| Item 7A. | [removed: |] [Quantitative and Qualitative Disclosures About Market [removed: Risk](#toc442705_10) | | | 28] [added: Risk](#s0FADB2FA7A0098102E18D2A093D66EC7)] | [added: [25](#s0FADB2FA7A0098102E18D2A093D66EC7)] |

| Item 8. | [removed: |] [Financial Statements and Supplementary [removed: Data](#toc442705_11) | | | 29] [added: Data](#s2366930DD3A20FE463D3D2A094099800)] | [added: [27](#s2366930DD3A20FE463D3D2A094099800)] |

| Item 9. | [removed: |] [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#toc442705_12) | | | 71] [added: Disclosure](#s693390FD95EEE83696A7D2A099927A84)] | [added: [67](#s693390FD95EEE83696A7D2A099927A84)] |

10-K 1 iex-20131231x10k.htm 10-K

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| [Signatures](#s86B61FC5CDE1C66F7784D2A09B54599E) | | [70](#s86B61FC5CDE1C66F7784D2A09B54599E) |

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| Item 1. | Business. |

IDEX Corporation (“IDEX” or the “Company”) is a Delaware corporation incorporated on September 24, 1987.

The Company is an applied solutions business that sells an extensive array of pumps, flow meters and other fluidics systems and components and engineered products to customers in a variety of markets around the world.

All of the Company’s business activities are carried out through wholly-owned subsidiaries.

The Company has three reportable business segments: Fluid & Metering Technologies, Health & Science Technologies and Fire & Safety/Diversified Products.

Within our three reportable segments, the Company maintains six platforms, where we will invest in organic growth and acquisitions with a strategic view towards a platform with the potential for at least $500 million in revenue, and seven groups, where we will focus on organic growth and strategic acquisitions.

The Fluid & Metering Technologies segment contains the Energy, Water (comprised of Water Services & Technology and Diaphragm & Dosing Pump Technology), and Chemical, Food & Process platforms as well as the Agricultural group (comprised of Banjo).

The Health & Science Technologies segment contains the IDEX Optics & Photonics, Scientific Fluidics and Material Processing Technologies platforms, as well as the Sealing Solutions and the Industrial (comprised of Micropump and Gast) groups.

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

Each platform/group is comprised of one or more of our 15 reporting units: five reporting units within Fluid & Metering Technologies (Energy; Chemical, Food, & Process; Water Services & Technology; Banjo; Diaphragm & Dosing Pump Technology); six reporting units within Health & Science Technologies (IDEX Optics and Photonics; Scientific Fluidics; Materials Processing Technology; Sealing Solutions; Micropump; and Gast); and four reporting units within Fire & Safety/Diversified Products (Dispensing, Rescue, Band-It, and Fire Suppression).

IDEX believes that each of its reporting units is a leader in its product and service areas.

The Company also believes that its strong financial performance has been attributable to its ability to design and engineer specialized quality products, coupled with its ability to identify and successfully consummate and integrate strategic acquisitions.

FLUID & METERING TECHNOLOGIES SEGMENT

The Fluid & Metering Technologies segment designs, produces and distributes positive displacement pumps, flow meters, injectors, and other fluid-handling pump modules and systems and provides flow monitoring and other services for the food, chemical, general industrial, water & wastewater, agricultural and energy industries.

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 and paper, transportation, plastics and resins, electronics and electrical, construction & mining, pharmaceutical and bio-pharmaceutical, machinery and numerous other specialty niche markets.

Fluid & Metering Technologies accounted for 43% of IDEX’s sales and 47% of IDEX’s operating income in 2013, with approximately 46% of its sales to customers outside the U.S.

Banjo.

Banjo is a provider of special purpose, severe-duty pumps, valves, fittings and systems used in liquid handling.

Banjo is based in Crawfordsville, Indiana and its products are used in agricultural and industrial applications.

Approximately 13% of Banjo’s 2013 sales were to customers outside the U.S.

Energy.

Energy consists of the Company’s Corken, Faure Herman, Liquid Controls, S.A.M.P.I. and Toptech businesses.

Energy is a leading supplier of flow meters, electronic registration and control products, rotary vane and turbine pumps, reciprocating piston compressors, and terminal automation control systems.

Headquartered in Lake Bluff, Illinois (Liquid Controls products), Energy has additional facilities in Longwood, Florida and Zwijndrech, Belgium (Toptech products); Oklahoma City, Oklahoma (Corken products); La Ferté Bernard, France (Faure Herman products); and Altopascio, Italy (S.A.M.P.I. products).

Applications for Liquid Controls and S.A.M.P.I. positive displacement flow meters, electronic, registration and control products include mobile and stationary metering installations for wholesale and retail distribution of petroleum and liquefied petroleum gas, aviation refueling, and industrial metering and dispensing of liquids and gases.

10-K 1 d442705d10k.htm 10-K

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Table of Contents

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

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The Company’s principal plants and offices have an aggregate floor space area of approximately [removed: 4.3] [added: 4.1] million square feet, of which [removed: 2.8] [added: 2.7] million square feet (65%) is located in the U.S. and approximately [removed: 1.5] [added: 1.4] million square feet (35%) is located outside the U.S., primarily in [removed: Germany (8%),] the U.K. [removed: (7%),] [added: (9%), Germany (8%),] China (4%) and The Netherlands [removed: (2%).][added: (3%).]

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

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

[removed: Approximately 1.8 million square feet (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 [removed: Segment;] [added: segment;] and 1.0 million square feet (23%) is held by business units in the Fire & Safety/Diversified Products [removed: Segment.][added: segment.]

Approximately 1.7 million square feet (40%) of the principal plant and office floor area is held by business units in the Fluid & Metering Technologies segment; 1.3 million square feet (32%) is held by business units in the

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| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |

The principal market for the Company’s common stock is the New York Stock Exchange, but the common stock is also listed on the Chicago Stock Exchange.

As of February 10, 2014, there were approximately 6,500 shareholders of record of our common stock and there were 80,889,147 shares outstanding.

The high and low sales prices of the common stock per share and the dividends paid per share during the last two years is as follows:

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| | 2013 | | | | | | | | | | | | 2012 | | | | | | | | | | |

| | High | | | | Low | | | | Dividends | | | | High | | | | Low | | | | Dividends | | |

| First Quarter | $ | 53.84 | | | $ | 47.43 | | | $ | 0.20 | | | $ | 43.15 | | | $ | 36.73 | | | $ | 0.17 | |

| Second Quarter | 57.38 | | | | 49.55 | | | | 0.23 | | | | 44.14 | | | | 36.91 | | | | 0.20 | | |

| Third Quarter | 65.32 | | | | 53.95 | | | | 0.23 | | | | 43.96 | | | | 34.06 | | | | 0.20 | | |

| Fourth Quarter | 74.08 | | | | 63.21 | | | | 0.23 | | | | 46.69 | | | | 39.74 | | | | 0.20 | | |

Our payment of dividends in the future will be determined by our Board of Directors and will depend on business conditions, our earnings and other factors.

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

The following table provides information about the Company’s purchases of common stock during the quarter ended December 31, 2013:

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

| October 1, 2013 to October 31, 2013 | 259,700 | | | $ | 65.90 | | | 259,700 | | | $ | 78,329,477 | |

| November 1, 2013 to November 30, 2013 | 56,345 | | | $ | 70.44 | | | 56,345 | | | $ | 374,360,309 | |

| December 1, 2013 to December 31, 2013 | 89,829 | | | $ | 71.53 | | | 89,829 | | | $ | 367,934,947 | |

| Total | 405,874 | | | $ | 69.29 | | | 405,874 | | | $ | 367,934,947 | |

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| (1) | On November 8, 2013, the Company’s Board of Directors approved an increase in the authorized level for repurchases of common stock by $300.0 million. This followed the prior Board of Directors approved repurchase authorizations of $200.0 million, announced by the Company on October 22, 2012; $50.0 million, announced by the Company on December 6, 2011; and the original repurchase authorization of $125.0 million announced by the Company on April 21, 2008. |

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 Midcap Industrials Sector Index and the Russell 2000 Index assuming the value of the investment in our common stock and each index was $100 on December 31, 2008.

Total return values for our common stock, the S&P 500 Index, S&P Midcap Industrials Sector Index and the Russell 2000 Index were calculated on cumulative total return values assuming reinvestment of dividends.

The shareholder return shown on the graph below is not necessarily indicative of future performance.


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| | 12/08 | | | 12/09 | | | 12/10 | | | 12/11 | | | 12/12 | | | 12/13 | | |

| IDEX Corporation | $ | 100.00 | | $ | 128.99 | | $ | 161.99 | | $ | 153.50 | | $ | 192.67 | | $ | 305.80 | |

| S&P 500 Index | $ | 100.00 | | $ | 123.45 | | $ | 139.24 | | $ | 139.23 | | $ | 157.90 | | $ | 204.63 | |

| S&P Midcap Industrials Sector Index | $ | 100.00 | | $ | 133.84 | | $ | 173.49 | | $ | 170.32 | | $ | 204.66 | | $ | 291.54 | |

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

PART II

| [removed: (dollars] [added: (Dollars] in thousands, except per share [removed: data) |] [added: data)] | [removed: 2012(2)] [added: 2013] | | | | [removed: 2011] [added: 2012 (2)] | | | | [removed: 2010] [added: 2011] | | | | [removed: 2009] [added: 2010] | | | | [removed: 2008(2)] [added: 2009] | | |

| [removed: RESULTS] [added: RESULTS] OF [removed: OPERATIONS |] [added: OPERATIONS] | | | | | | | | | | | | | | | | | | | |

| Net sales | [removed: |] $ | [removed: 1,954,258] [added: 2,024,130] | | | $ | [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] | |

| Gross profit | [added: 873,364] | | [added: | |] 803,700 | | | | 738,673 | | | | 618,483 | | | | 522,386 | | | [removed: | 597,433 | |]

| Selling, general and administrative expenses | [added: 477,851] | | [added: | |] 444,490 | | | | 421,703 | | | | 358,272 | | | | 325,453 | | | [removed: | 343,392 | |]

| Asset impairments | [added: —] | | [added: | |] 198,519 | | | | — | | | | — | | | | — | | | [removed: | 30,090 | |]

| Restructuring expenses | [added: —] | | [added: | |] 32,473 | | | | 12,314 | | | | 11,095 | | | | 12,079 | | | [removed: | 17,995 | |]

| Operating income | [added: 395,513] | | [added: | |] 128,218 | | | | 304,656 | | | | 249,116 | | | | 184,854 | | | [removed: | 205,956 | |]

| Other income (expense) — net | [added: (178] | | [added: ) | |] 236 | | | | (1,443 | [removed: )] | [added: )] | | (1,092 | [removed: )] | [added: )] | | 1,151 | | | [removed: | 5,123 | |]

| Interest expense | [added: 42,206] | | [added: | |] 42,250 | | | | 29,332 | | | | 16,150 | | | | 17,178 | | | [removed: | 18,852 | |]

| Provision for income taxes | [added: 97,914] | | [added: | |] 48,574 | | | | 80,024 | | | | 74,774 | | | | 55,436 | | | [removed: | 65,201 | |]

| Net income | [added: 255,215] | | [added: | |] 37,630 | | | | 193,857 | | | | 157,100 | | | | 113,391 | | | [removed: | 127,026 | |]

| [removed: FINANCIAL POSITION |] [added: FINANCIAL POSITION] | | | | | | | | | | | | | | | | | | | |

| Current assets | [removed: |] $ | [removed: 881,865] [added: 990,953] | | | $ | [removed: 789,161] [added: 881,865] | | | $ | [removed: 692,758] [added: 789,161] | | | $ | [removed: 451,712] [added: 692,758] | | | $ | [removed: 480,688] [added: 451,712] | |

| Current liabilities | [added: 304,609] | | [added: | |] 291,427 | | | | 258,278 | | | | 353,668 | | | | 189,682 | | | [removed: | 219,869 | |]

| Working capital | [added: 686,344] | | [added: | |] 590,438 | | | | 530,883 | | | | 339,090 | | | | 262,030 | | | [removed: | 260,819 | |]

| Current ratio | [added: 3.3] | | [added: | |] 3.0 | | | | 3.1 | | | | 2.0 | | | | 2.4 | | | [removed: | 2.2 | |]

| Capital expenditures | [added: $] | [added: 31,536] | [added: | | $ |] 35,520 | | | [added: $] | 34,548 | | | [added: $] | 32,769 | | | [added: $] | 25,525 | | [removed: | | 28,358 | |]

| Depreciation and amortization | [added: 79,334] | | [added: | |] 78,312 | | | | 72,386 | | | | 58,108 | | | | 56,346 | | | [removed: | 48,599 | |]

| Total assets | [added: $] | [added: 2,887,577] | [added: | | $ |] 2,785,390 | | | [added: $] | 2,836,107 | | | [added: $] | 2,381,695 | | | [added: $] | 2,098,157 | | [removed: | | 2,151,800 | |]

| Total borrowings | [added: 773,876] | | [added: | |] 786,576 | | | | 808,810 | | | | 527,895 | | | | 400,100 | | | [removed: | 554,000 | |]

| Shareholders’ equity | [added: 1,572,989] | | [added: | |] 1,464,998 | | | | 1,513,135 | | | | 1,375,660 | | | | 1,268,104 | | | [removed: | 1,144,783 | |]

| [removed: PERFORMANCE MEASURES |] [added: PERFORMANCE MEASURES AND OTHER DATA] | | | | | | | | | | | | | | | | | | | |

| Percent of net sales: | | | | | | | | | | | | | | | | | | | | [removed: |]

| Gross profit | [removed: |] [added: 43.1] | [removed: 41.1] | % | | [added: 41.1] | [removed: 40.2] | % | | [added: 40.2] | [removed: 40.9] | % | | [added: 40.9] | [removed: 39.3] | % | | [added: 39.3] | [removed: 40.1] | % |

| SG&A expenses | [added: 23.6] | | [added: % | |] 22.7 | | [added: %] | | 22.9 | | [added: %] | | 23.7 | | [added: %] | | 24.5 | | [removed: | | 23.1 |] [added: %] |

| Operating income | [added: 19.5] | | [added: % | |] 6.6 | | [added: %] | | 16.6 | | [added: %] | | 16.5 | | [added: %] | | 13.9 | | [removed: | | 13.8 |] [added: %] |

| Income before income taxes | [added: 17.4] | | [added: % | |] 4.4 | | [added: %] | | 14.9 | | [added: %] | | 15.3 | | [added: %] | | 12.7 | | [removed: | | 12.9 |] [added: %] |

| Net income | [added: 12.6] | | [added: % | |] 1.9 | | [added: %] | | 10.5 | | [added: %] | | 10.4 | | [added: %] | | 8.5 | | [removed: | | 8.5 |] [added: %] |

| Return on average assets | [added: 9.0] | | [added: % | |] 1.3 | | [added: %] | | 7.4 | | [added: %] | | 7.0 | | [added: %] | | 5.3 | | [removed: | | 6.2 |] [added: %] |

| Borrowings as a percent of capitalization | [added: 33.0] | | [added: % | |] 34.9 | | [added: %] | | 34.8 | | [added: %] | | 27.7 | | [added: %] | | 24.0 | | [removed: | | 32.6 |] [added: %] |

| Return on average [removed: shareholders’] [added: shareholders'] equity | [added: 16.8] | | [added: % | |] 2.5 | | [added: %] | | 13.4 | | [added: %] | | 11.9 | | [added: %] | | 9.4 | | [removed: | | 11.1 |] [added: %] |

| [removed: PER SHARE DATA(3) |] [added: Earnings Per Share(3)] | | | | | | | | | | | | | | | | | | | |

| — [removed: net income |] [added: basic] | $ | [removed: 0.45] [added: 3.11] | | | $ | [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: net income] [added: diluted] | [added: $] | [added: 3.09] | [added: | | $ |] 0.45 | | | [added: $] | 2.32 | | | [added: $] | 1.90 | | | [added: $] | 1.40 | | [removed: | | 1.53 | |]

| Employees at year end | [added: 6,787] | | [added: | |] 6,717 | | | | 6,814 | | | | 5,966 | | | | 5,300 | | | [removed: | 5,813 | |]

| Shareholders at year end | [removed: | | 6,700] [added: 6,500] | | | | [removed: 7,000] [added: 6,700] | | | | 7,000 | | | | 7,000 | | | | 7,000 | | [added: |]

| [removed: Shares] [added: Weighted average shares] outstanding [removed: (in 000s):] | | | | | | | | | | | | | | | | | | | | [removed: |]

| — basic | [added: 81,517] | | [added: | |] 82,689 | | | | 82,145 | | | | 80,466 | | | | 79,716 | | | [removed: | 81,123 | |]

| — diluted | [added: 82,489] | | [added: | |] 83,641 | | | | 83,543 | | | | 81,983 | | | | 80,727 | | | [removed: | 82,320 | |]

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

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

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

| Cash dividends per share | $ | 0.89 | | | $ | 0.80 | | | $ | 0.68 | | | $ | 0.60 | | | $ | 0.48 | |

| NON-GAAP MEASURES | | | | | | | | | | | | | | | | | | | |

| EBITDA | $ | 474,669 | | | $ | 206,766 | | | $ | 375,599 | | | $ | 306,132 | | | $ | 242,351 | |

| EBITDA as a percentage of net sales | 23.5 | | % | | 10.6 | | % | | 20.4 | | % | | 20.2 | | % | | 18.2 | | % |

| Adjusted EBITDA(4) | $ | 474,669 | | | $ | 437,758 | | | $ | 387,913 | | | $ | 317,227 | | | $ | 254,430 | |

| Adjusted EBITDA as a percentage of net sales (4) | 23.5 | | % | | 22.4 | | % | | 21.1 | | % | | 21.0 | | % | | 19.1 | | % |

| | |

| | |

| | |

| | |

| --- | --- |

| (4) | The following is a reconciliation of EBITDA and Adjusted EBITDA to the comparable measures of net income and operating income, as determined in accordance with U.S. GAAP. We have reconciled consolidated EBITDA to net income and we have reconciled segment EBITDA to operating income, as we do not allocate interest and income taxes to our segments. EBITDA means earnings before interest, income taxes, depreciation and amortization. Given the acquisitive nature of the Company which results in a higher level of amortization expense at recently acquired businesses, management uses EBITDA as an internal operating metric to provide management with another representation of performance of businesses across our three segments and for enterprise valuation purposes. In addition, EBITDA has been adjusted for items that are not reflective of ongoing operations, such as asset impairments and restructuring expenses to arrive at Adjusted EBITDA. Management believes that Adjusted EBITDA is useful as an analytical indicator of leverage capacity and debt servicing ability, and uses it to measure financial performance as well as for planning purposes. We believe that Adjusted EBITDA is also useful to some investors as an indicator of the strength and performance of the Company's and its segments ongoing business operations and a way to evaluate and compare operating performance and value companies within our industry. However, it should not be considered as an alternative to net income, operating income or any other items calculated in accordance with U.S. GAAP. The definition of EBITDA used here may differ from that used by other companies. |

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

| | | For the Years Ended December 31, | | | | | | | | | | | | | | | | | | |

| Consolidated | | 2013 | | | | 2012 | | | | 2011 | | | | 2010 | | | | 2009 | | |

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

| Net Income | | $ | 255,215 | | | $ | 37,630 | | | $ | 193,857 | | | $ | 157,100 | | | $ | 113,391 | |

| \+ Income taxes | | 97,914 | | | | 48,574 | | | | 80,024 | | | | 74,774 | | | | 55,436 | | |

| \+ Interest Expense | | 42,206 | | | | 42,250 | | | | 29,332 | | | | 16,150 | | | | 17,178 | | |

| \+ Depreciation & amortization | | 79,334 | | | | 78,312 | | | | 72,386 | | | | 58,108 | | | | 56,346 | | |

| EBITDA | | 474,669 | | | | 206,766 | | | | 375,599 | | | | 306,132 | | | | 242,351 | | |

| \+ Restructuring | | — | | | | 32,473 | | | | 12,314 | | | | 11,095 | | | | 12,079 | | |

| \+ Asset impairment | | — | | | | 198,519 | | | | — | | | | — | | | | — | | |

| Adjusted EBITDA | | $ | 474,669 | | | $ | 437,758 | | | $ | 387,913 | | | $ | 317,227 | | | $ | 254,430 | |

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

| Net sales | | $ | 2,024,130 | | | $ | 1,954,258 | | | $ | 1,838,451 | | | $ | 1,513,073 | | | $ | 1,329,661 | |

| EBITDA as a percentage of net sales | | 23.5 | | % | | 10.6 | | % | | 20.4 | | % | | 20.2 | | % | | 18.2 | | % |

| Adjusted EBITDA as a percentage of net sales | | 23.5 | | % | | 22.4 | | % | | 21.1 | | % | | 21.0 | | % | | 19.1 | | % |

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

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

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

| | | For the Years Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | 2013 | | | | | | | | | | | | 2012 | | | | | | | | | | | | 2011 | | | | | | | | | | |

| | | FMT | | | | HST | | | | FSD | | | | FMT | | | | HST | | | | FSD | | | | FMT | | | | HST | | | | FSD | | |

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

| Operating income (loss) | | $ | 211,256 | | | $ | 136,707 | | | $ | 102,730 | | | $ | 146,650 | | | $ | (62,835 | ) | | $ | 96,120 | | | $ | 164,818 | | | $ | 106,037 | | | $ | 85,901 | |

| \+ Other income (expense) | | (1,789 | | ) | | 508 | | | | 342 | | | | 25 | | | | (511 | | ) | | 143 | | | | (249 | | ) | | (1,822 | | ) | | 1,108 | | |

| Effective tax rate | | | 56.3 | | | | 29.2 | | | | 32.2 | | | | 32.8 | | | | 33.9 | |

| Basic | | | | | | | | | | | | | | | | | | | | |

| Diluted | | | | | | | | | | | | | | | | | | | | |

| Cash dividends declared | | | .80 | | | | .68 | | | | .60 | | | | .48 | | | | .48 | |

| Shareholders’ equity | | | 17.71 | | | | 18.18 | | | | 16.76 | | | | 15.66 | | | | 14.26 | |

| Stock price | | | | | | | | | | | | | | | | | | | | |

| — high | | | 46.69 | | | | 47.50 | | | | 40.29 | | | | 32.85 | | | | 40.75 | |

| — low | | | 34.06 | | | | 29.29 | | | | 27.54 | | | | 16.67 | | | | 17.70 | |

| — close | | | 46.53 | | | | 37.11 | | | | 39.12 | | | | 31.15 | | | | 24.15 | |

| Price/earnings ratio at year end | | | 103 | | | | 16 | | | | 21 | | | | 22 | | | | 16 | |

| Other Data | | | | | | | | | | | | | | | | | | | | |

| Weighted average | | | | | | | | | | | | | | | | | | | | |

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

[removed: IDEX CORPORATION][added: IDEX CORPORATION]

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

| | [removed: | As] [added: As] of December [removed: 31,] [added: 31,] | | | | | | |

| | [added: 2013] | [removed: 2012] | | | [added: 2012] | [removed: 2011] | | | [added: 2011 | | |]

| | [removed: | (In] [added: (In] thousands except share and per share [removed: amounts)] [added: amounts)] | | | | | | |

| [removed: ASSETS |] [added: ASSETS] | | | | | | | |

| Current assets | | | | | | | | [removed: |]

| Cash and cash equivalents [removed: | | $] [added: at beginning of year] | 318,864 | | | [removed: $] | 230,259 | | [added: | | 235,136 | | |]

| Receivables — net | [removed: |] [added: 253,226] | [removed: 256,095] | | | [added: 256,095] | [removed: 252,845] | |

| Inventories | [removed: |] [added: 230,967] | [removed: 234,950] | | | [added: 234,950] | [removed: 254,258] | |

| Other current assets | [removed: |] [added: 67,131] | [removed: 71,956] | | | [added: 71,956] | [removed: 51,799] | |

| Total current assets | [removed: |] [added: 990,953] | [removed: 881,865] | | | [added: 881,865] | [removed: 789,161] | |

| Property, plant and equipment — net | [removed: |] [added: 213,488] | [removed: 219,161] | | | [added: 219,161] | [removed: 213,717] | |

| Goodwill | [removed: |] [added: 1,349,456] | [removed: 1,321,727] | | | [added: 1,321,727] | [removed: 1,431,366] | |

| Intangible assets — net | [removed: |] [added: 311,227] | [removed: 341,372] | | | [added: 341,372] | [removed: 382,222] | |

| Other noncurrent assets | [removed: |] [added: 22,453] | [removed: 21,265] | | | [added: 21,265] | [removed: 19,641] | |

| Total assets | [added: $] | [added: 2,887,577 | | |] $ | 2,785,390 | | | $ | 2,836,107 | |

| [removed: LIABILITIES] [added: LIABILITIES] AND SHAREHOLDERS’ [removed: EQUITY |] [added: EQUITY] | | | | | | | |

| Current liabilities | | | | | | | | [removed: |]

| Trade accounts payable | [removed: |] $ | [removed: 117,341] [added: 133,312] | | | $ | [removed: 110,977] [added: 117,341] | |

| Accrued expenses | [removed: |] [added: 150,751] | [removed: 150,176] | | | [added: 150,176] | [removed: 130,696] | |

| Short-term borrowings | [removed: |] [added: 1,871] | [removed: 7,335] | | | [added: 7,335] | [removed: 2,444] | |

| Dividends payable | [removed: |] [added: 18,675] | [removed: 16,575] | | | [added: 16,575] | [removed: 14,161] | |

| Total current liabilities | [removed: |] [added: 304,609] | [removed: 291,427] | | | [added: 291,427] | [removed: 258,278] | |

| Long-term borrowings | [removed: |] [added: 772,005] | [removed: 779,241] | | | [added: 779,241] | [removed: 806,366] | |

| Deferred income taxes | [removed: |] [added: 144,908] | [removed: 121,349] | | | [added: 121,349] | [removed: 142,482] | |

| Other noncurrent liabilities | [removed: |] [added: 93,066] | [removed: 128,375] | | | [added: 128,375] | [removed: 115,846] | |

| Total liabilities | [removed: |] [added: 1,314,588] | [removed: 1,320,392] | | | [added: 1,320,392] | [removed: 1,322,972] | |

| Commitments and contingencies (Note 8) | | | | | | | | [removed: |]

| Shareholders’ equity | | | | | | | | [removed: |]

| Preferred stock: | | | | | | | | [removed: |]

| Authorized: 5,000,000 shares, $.01 per share par value; Issued: none | [removed: | |] — | | | | — | | [added: |]

| Common stock: | | | | | | | | [removed: |]

| Authorized: 150,000,000 shares, $.01 per share par value; Issued: [removed: 87,732,405] [added: 89,154,190] shares at December 31, [removed: 2012] [added: 2013] and [removed: 85,968,630] [added: 87,732,405] shares at December 31, [removed: 2011 |] [added: 2012] | [added: 892] | [removed: 877] | | | [added: 877] | [removed: 860] | |

| Additional paid-in capital | [removed: |] [added: 607,766] | [removed: 550,682] | | | [added: 550,682] | [removed: 490,128] | |

| Retained earnings | [removed: |] [added: 1,293,740] | [removed: 1,113,541] | | | [added: 1,113,541] | [removed: 1,142,412] | |

| Treasury stock at cost: [removed: 5,005,518] [added: 7,958,510] shares at December 31, [removed: 2012] [added: 2013] and [removed: 2,734,747] [added: 5,005,518] shares at December 31, [removed: 2011 |] [added: 2012] | [added: (326,104] | [removed: (156,699] | ) | | [added: (156,699] | [removed: (64,796] | ) |

| Accumulated other comprehensive loss | [removed: |] [added: (3,305] | [removed: (43,403] | ) | | [added: (43,403] | [removed: (55,469] | ) |

| Total shareholders’ equity | [removed: |] [added: 1,572,989] | [removed: 1,464,998] | | | [added: 1,464,998] | [removed: 1,513,135] | |

| Total liabilities and shareholders’ equity | [removed: |] $ | [removed: 2,785,390] [added: 2,887,577] | | | $ | [removed: 2,836,107] [added: 2,785,390] | |

| | | | | | | | |

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

| | | | | | | | |

| | 2013 | | | | 2012 | | |

| Cash and cash equivalents | $ | 439,629 | | | $ | 318,864 | |

IDEX CORPORATION

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

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

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

IDEX CORPORATION

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

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

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

| | For the Years Ended December 31, | | | | | | | | | | |

IDEX CORPORATION

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

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

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

| Net income | — | | | | 255,215 | | | | — | | | | — | | | | — | | | | — | | | | 255,215 | | |

| Cumulative translation adjustment | — | | | | — | | | | 13,572 | | | | — | | | | — | | | | — | | | | 13,572 | | |

| Repurchase of 2,916,280 shares of common stock | — | | | | — | | | | — | | | | — | | | | — | | | | (167,503 | | ) | | (167,503 | | ) |

| Balance, December 31, 2013 | $ | 608,658 | | | $ | 1,293,740 | | | $ | 52,211 | | | $ | (23,857 | ) | | $ | (31,659 | ) | | $ | (326,104 | ) | | $ | 1,572,989 | |

IDEX CORPORATION

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

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

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

| | For the Years Ended December 31, | | | | | | | | | | |

| Net income | $ | 255,215 | | | $ | 37,630 | | | $ | 193,857 | |

| Asset impairments | 2,747 | | | | 198,519 | | | | — | | |

NOTES TO CONSOLIDATED FINANCIAL STATEMETNS

1.

IDEX CORPORATION AND SUBSIDIARIES

IDEX CORPORATION AND SUBSIDIARIES

| Basic weighted average common shares outstanding | 81,517 | | | 82,689 | | | 82,145 | |

| Diluted weighted average common shares outstanding | 82,489 | | | 83,641 | | | 83,543 | |

| | |

| | |

| | |

| | |

IDEX CORPORATION AND SUBSIDIARIES

| | | | | | | | | |

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

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

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

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

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

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

| Balance, December 31, 2009 | | $ | 402,405 | | | $ | 896,977 | | | $ | 59,399 | | | $ | (27,258 | ) | | $ | (6,713 | ) | | $ | (56,706 | ) | | $ | 1,268,104 | |

| Borrowings under credit facilities | | | — | | | | 1,890 | | | | 7,685 | |

| Proceeds from issuance of 2.58% Senior Euro Notes | | | — | | | | — | | | | 96,762 | |

| Proceeds from issuance of 4.5% Senior Notes | | | — | | | | — | | | | 298,427 | |

| Cash and cash equivalents at beginning of year | | | 230,259 | | | | 235,136 | | | | 73,526 | |

The Company accounts for share-based payments in accordance with ASC 718.

| | | | | |

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

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.

The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.

The Company adopted ASU 2011-05 and the deferrals in ASU 2011-12 on January 1, 2012 and the adoption did not impact the consolidated financial position, results of operations or cash flows of the Company.

New Accounting Pronouncements

In July 2012, the FASB issued ASU 2012-02, “Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” (ASU 2012-02), which allows an entity to first assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test of an indefinite-lived intangible asset.

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.

The revised standard is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012; however, early adoption is permitted.

As of December 31, 2012, the Company did not elect to early adopt ASU 2012-02, however it is not expected to have a material impact on the consolidated financial position, results of operations or cash flows of the Company.

_2009 Initiatives_

During 2010, the Company recorded $11.1 million of pre-tax restructuring expenses related to our 2009 restructuring initiative for employee severance related to employee reductions across various functional areas as well as facility closures resulting from the Company’s cost savings initiatives.

The 2009 restructuring initiative included severance benefits for over 700 employees.

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

Pre-tax restructuring expenses by segment, for 2010, were as follows:

| Corporate/Other | | | 1,754 | | | | — | | | | 1,754 | |

| Total restructuring costs | | $ | 9,125 | | | $ | 1,970 | | | $ | 11,095 | |

| Balance at January 1, 2011 | | $ | — | | | $ | 3,543 | | | $ | 3,543 | |

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

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

| Goodwill | | $ | 551,064 | | | $ | 418,776 | | | $ | 273,910 | | | $ | 1,243,750 | |

| Balance at January 1, 2011(1) | | | 544,405 | | | | 418,776 | | | | 243,820 | | | | 1,207,001 | |

| --- | --- |

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: 2012.][added: 2013.]

| --- | --- |

[removed: PART III][added: PART III]

| --- | --- |

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: 2013] [added: 2014] Proxy Statement is incorporated into this Item 10 by reference.

The Code of Business Conduct and Ethics, along with the Audit Committee Charter, Nominating and Corporate Governance Committee Charter, Compensation Committee Charter and Corporate Governance Guidelines are available on the Company’s website at [removed: www.idexcorp.com.][added: www.idexcorp.com, under "Investor Relations." In the event we amend or waive any of the provisions of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer or principal accounting officer, we intend to disclose the same on the Company’s website.]

| --- | --- |

In the event we amend or waive any of the provisions of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer or principal accounting officer, we intend to disclose the same on the Company’s website.

Information under the heading “Executive Compensation” in the [removed: 2013] [added: 2014] Proxy Statement is incorporated into this Item 11 by reference.

| | |

| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters. |

Information under the heading “Security Ownership” in the 2014 Proxy Statement is incorporated into this Item 12 by reference.

Equity Compensation Plan Information

The following table sets forth certain information with respect to the Company’s equity compensation plans as of December 31, 2013.

| | | | | | | | | | |

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

| | | | | | | | | | |

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

| Equity compensation plans approved by the Company’s stockholders | 3,038,261 | | | $ | 39.60 | | | 2,736,237 | |

| | |

| --- | --- |

| (1) | |

Includes an indeterminate number of shares underlying deferred compensation units (“DCUs”) granted under the Directors Deferred Compensation Plan and Deferred Compensation Plan for Non-officer Presidents which are issuable under the Company’s Incentive Award Plan.

Also includes an indeterminate number of shares underlying DCUs granted under the Deferred Compensation Plan for Officers, which shares are issuable under the Incentive Award Plan.

The number of DCUs granted under these plans 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.

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

Information under the heading “Information Regarding the Board of Directors and Committees” in the [removed: 2013] [added: 2014] Proxy Statement is incorporated into this Item 13 by reference.

| --- | --- |

Information under the heading “Principal Accountant Fees and Services” in the [removed: 2013] [added: 2014] Proxy Statement is incorporated into this Item 14 by reference.

[removed: PART IV][added: PART IV]

| --- | --- |

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

[removed: SIGNATURES][added: SIGNATURES]

| [added: |] IDEX CORPORATION | | [removed: |]

| [removed: By:] | [added: By:] | /s/ HEATH A. MITTS |

Date: February [removed: 21, 2013][added: 13, 2014]

| [removed: Signature] [added: Signature] | | [removed: Title] [added: Title] | | [removed: Date] [added: Date] |

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

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

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

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

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

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

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

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

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

| /s/ DAVID C. PARRY [removed: David C. Parry] | | Director | | [removed: February 21, 2013] |

[removed: Exhibit Index][added: Exhibit Index]

| [removed: Exhibit Number] [added: Exhibit Number] | | [removed: Description] | [added: Description |]

| 3.1 | | [added: |] 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) | | [added: |] 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) | | [added: |] 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 | | [added: |] 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 | | [added: |] 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 | | [added: |] 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 | | [added: |] 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 | | [added: |] 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 | | [added: |] 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 | | [added: |] 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 | | [added: |] 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 | | [added: |] 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 | | [added: |] 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) |

| 10.4 | | [added: |] 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 | | [added: |] 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 | | [added: |] 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 | | [added: |] 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 | | [added: |] 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 | | [added: |] 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 | | [added: |] Employment Agreement between IDEX [added: Corporation, IDEX] Service Corporation and Andrew K. Silvernail, dated November [removed: 1, 2011] [added: 8, 2013] (incorporated by reference to Exhibit No. 10.1 to the Current Report of IDEX on Form 8-K filed November [removed: 4, 2011,] [added: 14, 2013,] Commission File No. 1-10235) |

| 10.11 | | [added: |] 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 | | [added: |] 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 | | [added: |] 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) |

| Andrew K. Silvernail | | | February 13, 2014 | |

| Heath A. Mitts | | | February 13, 2014 | |

| Michael J. Yates | | | February 13, 2014 | |

| Bradley J. Bell | | | February 13, 2014 | |

| /s/ CYNTHIA J. WARNER | | Director | | |

| Cynthia J. Warner | | | February 13, 2014 | |

| William M. Cook | | | February 13, 2014 | |

| Gregory F. Milzcik | | | February 13, 2014 | |

| Ernest J. Mrozek | | | February 13, 2014 | |

| Michael T. Tokarz | | | February 13, 2014 | |

| Livingston L. Satterthwaite | | | February 13, 2014 | |

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| David C. Parry | | | February 13, 2014 | |

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

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| /s/ RUBY R. CHANDY Ruby R. Chandy | | Director | | February 21, 2013 |

| 10.18 | | Form of IDEX Corporation Performance Share Unit Award Agreement |

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The principal market for the Company’s common stock is the New York Stock Exchange, but the common stock is also listed on the Chicago Stock Exchange.

As of February 15, 2013, the common stock was held by approximately 6,700 recordholders and there were 82,523,658 shares outstanding.

The high and low sales prices of the common stock per share and the dividends paid per share during the last two years is as follows:

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

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

| | | High | | | | Low | | | | Dividends Per Share | | | | High | | | | Low | | | | Dividends Per Share | | |

| First Quarter | | $ | 43.15 | | | $ | 36.73 | | | $ | 0.17 | | | $ | 43.78 | | | $ | 38.02 | | | $ | 0.15 | |

| Second Quarter | | | 44.14 | | | | 36.91 | | | | 0.20 | | | | 47.50 | | | | 41.90 | | | | 0.17 | |

| Third Quarter | | | 43.96 | | | | 34.06 | | | | 0.20 | | | | 47.28 | | | | 30.09 | | | | 0.17 | |

| Fourth Quarter | | | 46.69 | | | | 39.74 | | | | 0.20 | | | | 38.36 | | | | 29.29 | | | | 0.17 | |

Our payment of dividends in the future will be determined by our Board of Directors and will depend on business conditions, our earnings and other factors.

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

The following table provides information about the Company’s purchases of common stock during the quarter ended December 31, 2012:

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

| 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 | |

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

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| (1) | On October 22, 2012, the Company announced that its Board of Directors had increased the authorized level for repurchases of its common stock by approximately $200.0 million. |

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

_Performance Graph._ The following table compares total shareholder returns over the last five years to the Standard & Poor’s (the “S&P”) 500 Index, the S&P Midcap Industrials Sector Index and the Russell 2000 Index assuming the value of the investment in our common stock and each index was $100 on December 31, 2007.

Total return values for our common stock, the S&P 500 Index, S&P Midcap Industrials Sector Index and the Russell 2000 Index were calculated on cumulative total return values assuming reinvestment of dividends.

The shareholder return shown on the graph below is not necessarily indicative of future performance.


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| | | 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 | |

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

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Information under the heading “Security Ownership” in the 2013 Proxy Statement is incorporated into this Item 12 by reference.

Equity Compensation Plan Information

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

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

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

| (1) | Excludes securities to be issued upon the exercise of outstanding options, warrants and rights. |

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| (2) | All 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. 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. |

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