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IDEX CORP /DE/ - Quarter Report: 2013 September (Form 10-Q)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 _____________________________ 
Form 10-Q
 
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2013
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-10235
IDEX CORPORATION
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
 
36-3555336
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
1925 West Field Court, Lake Forest, Illinois
 
60045
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number: (847) 498-7070
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  þ    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes  þ    No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer  þ
 
Accelerated filer  ¨
 
Non-accelerated filer ¨
 
Smaller reporting company  ¨
 
 
 
 
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  ¨   No   þ 
Number of shares of common stock of IDEX Corporation outstanding as of October 28, 2013: 81,119,481.
 



Table of Contents


TABLE OF CONTENTS
 
 
Item 1.
 
 
 
 
 
 
Item 2.
 
 
 
 
Item 3.
Item 4.
 
 
 
Item 1.
Item 2.
Item 6.


Table of Contents


PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements.

IDEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands except share and per share amounts)
(unaudited)
 
 
September 30, 2013
 
December 31, 2012
ASSETS
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
399,805

 
$
318,864

Receivables, less allowance for doubtful accounts of $6,269 at September 30, 2013 and $5,596 at December 31, 2012
255,977

 
256,095

Inventories — net
236,771

 
234,950

Other current assets
58,216

 
71,956

Total current assets
950,769

 
881,865

Property, plant and equipment — net
214,253

 
219,161

Goodwill
1,344,176

 
1,321,727

Intangible assets — net
321,400

 
341,372

Other noncurrent assets
18,783

 
21,265

Total assets
$
2,849,381

 
$
2,785,390

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Current liabilities
 
 
 
Trade accounts payable
$
130,683

 
$
117,341

Accrued expenses
155,235

 
150,176

Current portion of long-term debt and short-term borrowings
4,379

 
7,335

Dividends payable
18,745

 
16,575

Total current liabilities
309,042

 
291,427

Long-term borrowings
780,043

 
779,241

Deferred income taxes
126,006

 
121,349

Other noncurrent liabilities
119,766

 
128,375

Total liabilities
1,334,857

 
1,320,392

Commitments and contingencies

 

Shareholders’ equity
 
 
 
Preferred stock:
 
 
 
Authorized: 5,000,000 shares, $.01 per share par value; Issued: None

 

Common stock:
 
 
 
Authorized: 150,000,000 shares, $.01 per share par value
 
 
 
Issued: 89,050,455 shares at September 30, 2013 and 87,732,405 shares at December 31, 2012
891

 
877

Additional paid-in capital
598,522

 
550,682

Retained earnings
1,244,804

 
1,113,541

Treasury stock at cost: 7,551,016 shares at September 30, 2013 and 5,005,518 shares at December 31, 2012
(298,474
)
 
(156,699
)
Accumulated other comprehensive loss
(31,219
)
 
(43,403
)
Total shareholders’ equity
1,514,524

 
1,464,998

Total liabilities and shareholders’ equity
$
2,849,381

 
$
2,785,390

See Notes to Condensed Consolidated Financial Statements

1

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IDEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share amounts)
(unaudited)
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2013
 
2012
 
2013
 
2012
Net sales
$
490,617

 
$
479,859

 
$
1,503,510

 
$
1,463,420

Cost of sales
279,108

 
285,019

 
857,155

 
862,578

Gross profit
211,509

 
194,840

 
646,355

 
600,842

Selling, general and administrative expenses
114,140

 
107,167

 
354,715

 
332,431

Restructuring expenses

 
7,085

 

 
14,604

Operating income
97,369

 
80,588

 
291,640

 
253,807

Other income (expense) — net
(188
)
 
132

 
518

 
19

Interest expense
10,570

 
10,536

 
31,724

 
31,734

Income before income taxes
86,611

 
70,184

 
260,434

 
222,092

Provision for income taxes
22,812

 
20,057

 
72,774

 
65,443

Net income
$
63,799

 
$
50,127

 
$
187,660

 
$
156,649

Basic earnings per common share
$
0.78

 
$
0.60

 
$
2.28

 
$
1.88

Diluted earnings per common share
$
0.78

 
$
0.60

 
$
2.27

 
$
1.87

Share data:
 
 
 
 
 
 
 
Basic weighted average common shares outstanding
81,259

 
82,482

 
81,762

 
82,820

Diluted weighted average common shares outstanding
82,218

 
83,370

 
82,701

 
83,785

See Notes to Condensed Consolidated Financial Statements

2

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IDEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2013
 
2012
 
2013
 
2012
Net income
$
63,799

 
$
50,127

 
$
187,660

 
$
156,649

Other comprehensive income
 
 
 
 
 
 
 
Reclassification adjustments for derivatives, net of tax
1,174

 
1,204

 
3,551

 
3,644

Pension and other postretirement adjustments, net of tax
696

 
1,428

 
2,907

 
4,516

Cumulative translation adjustment
28,835

 
23,335

 
5,726

 
11,635

Other comprehensive income
30,705

 
25,967

 
12,184

 
19,795

Comprehensive income
$
94,504

 
$
76,094

 
$
199,844

 
$
176,444

See Notes to Condensed Consolidated Financial Statements

3

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IDEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands except share and per share amounts)
(unaudited)
 
 
 
 
 
 
Accumulated Other Comprehensive
Income (Loss)
 
 
 
 
 
Common
Stock and
Additional
Paid-In Capital
 
Retained
Earnings
 
Cumulative
Translation
Adjustment
 
Retirement
Benefits
Adjustments
 
Cumulative
Unrealized
Loss on
Derivatives
 
Treasury
Stock
 
Total
Shareholders’
Equity
Balance, December 31, 2012
$
551,559

 
$
1,113,541

 
$
38,639

 
$
(45,645
)
 
$
(36,397
)
 
$
(156,699
)
 
$
1,464,998

Net income

 
187,660

 

 

 

 

 
187,660

Cumulative translation adjustment

 

 
5,726

 

 

 

 
5,726

Pension and other postretirement adjustments (net of tax of $1,877)

 

 

 
2,907

 

 

 
2,907

Amortization of forward starting swaps (net of tax of $2,036)

 

 

 

 
3,551

 

 
3,551

Issuance of 1,318,268 shares of common stock from issuance of unvested shares, exercise of stock options and deferred compensation plans (net of tax of $4,024)
37,240

 

 

 

 

 

 
37,240

Repurchase of 2,510,306 shares of common stock

 

 

 

 

 
(139,994
)
 
(139,994
)
Unvested shares surrendered for tax withholding

 

 

 

 

 
(1,781
)
 
(1,781
)
Share-based compensation
10,614

 

 

 

 

 

 
10,614

Cash dividends declared - $.69 per common share
 
 
(56,397
)
 
 
 
 
 
 
 
 
 
(56,397
)
Balance, September 30, 2013
$
599,413

 
$
1,244,804

 
$
44,365

 
$
(42,738
)
 
$
(32,846
)
 
$
(298,474
)
 
$
1,514,524

See Notes to Condensed Consolidated Financial Statements

4

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IDEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited) 
 
Nine Months Ended September 30,
 
2013
 
2012
Cash flows from operating activities
 
 
 
Net income
$
187,660

 
$
156,649

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
26,413

 
27,204

Amortization of intangible assets
33,282

 
30,734

Amortization of debt issuance expenses
1,275

 
1,109

Share-based compensation expense
13,464

 
11,162

Deferred income taxes
1,184

 
4,621

Excess tax benefit from share based compensation
(6,897
)
 
(3,295
)
Non-cash interest expense associated with forward starting swaps
5,587

 
5,743

Changes in:
 
 
 
Receivables
2,954

 
(8,199
)
Inventories
2,644

 
9,187

Other current assets
7,381

 
(7,216
)
Trade accounts payable
13,209

 
(2,797
)
Accrued expenses
11,062

 
15,929

Other — net
692

 
(333
)
Net cash flows provided by operating activities
299,910

 
240,498

Cash flows from investing activities
 
 
 
Cash purchases of property, plant and equipment
(23,140
)
 
(28,108
)
Acquisition of businesses, net of cash acquired
(36,849
)
 
(69,021
)
Other — net
(217
)
 
(365
)
Net cash flows used in investing activities
(60,206
)
 
(97,494
)
Cash flows from financing activities
 
 
 
Borrowings under revolving facilities for acquisitions
34,648

 
35,000

Borrowings under revolving facilities
28,426

 
69,503

Payments under revolving facilities
(67,009
)
 
(130,395
)
Dividends paid
(53,957
)
 
(47,552
)
Proceeds from stock option exercises
29,838

 
35,015

Excess tax benefit from stock-based compensation
6,897

 
3,295

Purchase of common stock
(137,272
)
 
(75,174
)
Unvested shares surrendered for tax withholding
(1,781
)
 
(2,326
)
Other
(3,181
)
 
(1,240
)
Net cash flows used in financing activities
(163,391
)
 
(113,874
)
Effect of exchange rate changes on cash and cash equivalents
4,628

 
1,114

Net increase in cash
80,941

 
30,244

Cash and cash equivalents at beginning of year
318,864

 
230,259

Cash and cash equivalents at end of period
$
399,805

 
$
260,503

 
 
 
 
Supplemental cash flow information
 
 
 
Cash paid for:
 
 
 
Interest
$
17,431

 
$
22,610

Income taxes
48,161

 
62,053

Significant non-cash activities:
 
 
 
Contingent consideration for acquisition

 
8,370

Debt acquired with acquisition of business

 
4,680

See Notes to Condensed Consolidated Financial Statements

5

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IDEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1.    Basis of Presentation and Significant Accounting Policies
The Condensed Consolidated Financial Statements of IDEX Corporation (“IDEX” or the “Company”) have been prepared in accordance with the instructions to Form 10-Q under the Securities Exchange Act of 1934, as amended. The statements are unaudited but include all adjustments, consisting only of recurring items, except as noted, that the Company considers necessary for a fair presentation of the information set forth herein. The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the entire year.
The Condensed Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
Adoption of New Accounting Standards
In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-02 which requires additional disclosures regarding the reporting of reclassifications out of accumulated other comprehensive income. ASU 2013-02 requires an entity to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. This guidance is effective for reporting periods beginning after December 15, 2012. The Company adopted this guidance effective January 1, 2013 and its adoption did not impact the consolidated financial position, results of operations or cash flows of the Company. See Note 13 for a further discussion on other comprehensive income (loss).
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” 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. The Company does not expect ASU 2012-02 to have a material impact on the consolidated financial position, results of operations or cash flows of the Company.

2.    Restructuring
During 2012, the Company recorded restructuring costs as a part of 2011 restructuring initiatives that support the implementation of key strategic efforts designed to facilitate long-term sustainable growth through cost reduction actions, primarily consisting of employee reductions and facility rationalization. The costs incurred related to these initiatives are included in Restructuring expenses in the Consolidated Statements of Operations while the related accruals are included in Accrued expenses in the Consolidated Balance Sheets. Severance costs primarily consist of severance benefits through payroll continuation, COBRA subsidies, outplacement services, conditional separation costs and employer tax liabilities, while exit costs primarily consisted of asset disposals or impairments, the termination of a defined benefit plan, legal costs and relocation charges. During the three and nine months ended September 30, 2012, the Company recorded $7.1 million and $14.6 million, respectively, of pre-tax restructuring expenses related to its 2011 restructuring initiative for employee severance related to employee reductions across various functional areas as well as facility rationalization. The 2011 restructuring initiatives included severance benefits for 226 employees. These initiatives were completed by the end of 2012 and severance payments are expected to be fully paid by December 31, 2013 using cash from operations.

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IDEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(unaudited)

Pre-tax restructuring expenses, by segment, for the three months ended September 30, 2012, were as follows:
 
 
Severance
Costs
 
Exit Costs
 
Total
 
(In thousands)
Fluid & Metering Technologies
$
698

 
$
26

 
$
724

Health & Science Technologies
2,700

 
475

 
3,175

Fire & Safety/Diversified Products
450

 
1,618

 
2,068

Corporate/Other
1,118

 

 
1,118

Total restructuring costs
$
4,966

 
$
2,119

 
$
7,085

Pre-tax restructuring expenses, by segment, for the nine months ended September 30, 2012, were as follows:
 
 
Severance
Costs
 
Exit Costs
 
Total
 
(In thousands)
Fluid & Metering Technologies
$
3,666

 
$
36

 
$
3,702

Health & Science Technologies
4,607

 
1,175

 
5,782

Fire & Safety/Diversified Products
730

 
2,910

 
3,640

Corporate/Other
1,281

 
199

 
1,480

Total restructuring costs
$
10,284

 
$
4,320

 
$
14,604

Restructuring accruals of $0.6 million and $10.9 million at September 30, 2013 and December 31, 2012, respectively, are reflected in Accrued expenses in the Consolidated Balance Sheets as follows:
 
(In thousands)
 
Balance at January 1, 2013
$
10,887

Restructuring expenses

Payments/utilization
(10,279
)
Balance at September 30, 2013
$
608


3.    Acquisitions
All of the Company’s acquisitions have been accounted for under Accounting Standards Codification (“ASC”) 805, Business Combinations. Accordingly, the accounts of the acquired companies, after adjustments to reflect fair values assigned to assets and liabilities, have been included in the consolidated financial statements from their respective dates of acquisition.
2013 Acquisitions
On March 18, 2013, the Company acquired the assets of FTL Seals Technology, Ltd (“FTL”). FTL specializes in the design and application of high integrity rotary seals, specialty bearings, and other custom products for the oil & gas, mining, power generation, and marine markets. Located in Leeds, England, FTL has annual revenues of approximately $22.5 million (£15.0 million). FTL, along with Precision Polymer Engineering (“PPE”), operates within the Health & Science Technologies segment as part of the Sealing Solutions group (formerly the Containment group) and will expand the range of PPE’s technology expertise and markets served. FTL was acquired for an aggregate purchase price of $34.5 million (£23.1 million) in cash. The entire purchase price was funded with borrowings under the Company’s revolving credit facility. Goodwill and intangible assets recognized as part of this transaction were $18.0 million and $13.0 million, respectively. The $18.0 million of goodwill is not deductible for tax purposes.
The purchase price for FTL has been allocated to the assets acquired and liabilities assumed based on estimated fair values at the date of the acquisition. These nonrecurring fair value measurements are classified as Level 3 in the fair value hierarchy. The Company is continuing to evaluate the initial purchase price allocations, as of the acquisition date, which will be adjusted as

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IDEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(unaudited)

additional information relative to the fair values of the assets and liabilities of the business become known. Accordingly, management has used its best estimate in the initial purchase price allocation as of the date of these financial statements.
The allocation of the acquisition costs to the assets acquired and liabilities assumed, based on their estimated fair values, is as follows:
 
(In thousands)
 
Accounts receivable
$
3,454

Inventory
4,524

Other current assets, net of cash acquired
131

Property, plant and equipment
1,357

Goodwill
17,994

Intangible assets
13,016

Total assets acquired
40,476

Total liabilities assumed
(5,939
)
Net assets acquired
$
34,537

Acquired intangible assets consist of trade names, non-compete agreements, customer relationships and unpatented technology. The goodwill recorded for the acquisition reflects the strategic fit, revenue and earnings growth potential of this business.
The acquired intangible assets and weighted average amortization periods are as follows:
 
(In thousands)
Total
 
Weighted
Average
Life
Trade names
$
1,005

 
15
Non-compete agreements
224

 
3
Customer relationships
10,950

 
9
Unpatented technology
837

 
8
2013 acquired intangible assets
$
13,016

 
 
The Company incurred $1.4 million of acquisition-related transaction costs in the nine months ended September 30, 2013. These costs were recorded in selling, general and administrative expense and were related to completed transactions, pending transactions and potential transactions, including transactions that ultimately were not completed. The Company incurred $1.8 million of non-cash acquisition fair value inventory charges in 2013. These charges were recorded in cost of sales.
2012 Acquisitions
On April 11, 2012, the Company acquired the stock of Precision Photonics Corporation ("PPC"). PPC specializes in optical components and coatings for applications in the fields of scientific research, aerospace, telecommunications and electronics manufacturing. Located in Boulder, Colorado, PPC operates within the Health & Science Technologies segment as a part of the IDEX Optics & Photonics platform. The Company acquired PPC for an aggregate purchase price of $20.6 million in cash, which was funded from operations. Goodwill and intangible assets recognized as part of this transaction were $13.9 million and $5.1 million, respectively. The $13.9 million of goodwill is not deductible for tax purposes.
 
On April 30, 2012, the Company acquired the stock of ERC. ERC is a leader in the manufacture of gas liquid separations and detection solutions for the life science, analytical instrumentation and clinical chemistry markets. ERC’s pioneering products include in-line membrane vacuum degassing solutions, refractive index detectors and ozone generation systems. ERC’s original equipment degassing solutions are considered the “standard” for many of the world’s leading instrument producers. Located in Kawaguchi, Japan, ERC operates as part of the Scientific Fluidics (formerly IDEX Health & Science) platform within the Health & Science Technologies segment. The Company acquired ERC for an aggregate purchase price of $18.0 million (¥1.47 billion), consisting of $13.3 million in cash and assumption of approximately $4.7 million of debt. The cash payment was financed with

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IDEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(unaudited)

borrowings under the Company’s revolving credit facility. Goodwill and intangible assets recognized as part of this transaction were $8.5 million and $5.6 million, respectively. The $8.5 million of goodwill is not deductible for tax purposes.
On July 20, 2012, the Company acquired the stock of Matcon. Matcon is a global leader in material processing solutions for high value powders used in the manufacture of pharmaceuticals, food, plastics, and fine chemicals. Matcon’s innovative products include the original cone valve powder discharge system and filling, mixing and packaging systems, all of which support their customers’ automation and process requirements. Matcon’s products are critical to their customers’ need to maintain clean, reliable and repeatable formulations of prepackaged foods and pharmaceuticals while helping them achieve lean and agile manufacturing. Located in Evesham, Worcestershire, England, Matcon operates within the Health & Science Technologies segment as part of the Materials Process Technologies platform. The Company acquired Matcon for an aggregate purchase price of $45.8 million (£29.1 million), consisting of $35.0 million in cash, $2.4 million of working capital adjustments, and contingent consideration valued at $8.4 million as of the opening balance sheet date. The contingent consideration amount is based on Matcon's 2012 and 2013 earnings before interest, income taxes, depreciation and amortization. The Company paid $3.8 million in April 2013 for settlement of the 2012 contingent consideration. Based on potential outcomes, the undiscounted amount of the remaining future payments that the Company could be required to pay under the contingent consideration arrangement is estimated between $0 and $4.9 million. As of September 30, 2013, the Company has $4.9 million accrued for the 2013 contingent consideration. Approximately $15.0 million of the cash portion of the purchase price was financed with borrowings under the revolving credit facility. Goodwill and intangible assets recognized as part of this transaction were $28.0 million and $14.1 million, respectively. The $28.0 million of goodwill is not deductible for tax purposes.
The purchase price for PPC, ERC and Matcon was allocated to the assets acquired and liabilities assumed based on estimated fair values at the date of the acquisition.

4.    Business Segments
The Company has three reportable business segments: Fluid & Metering Technologies, Health & Science Technologies and Fire & Safety/Diversified Products.
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. 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, very high precision, low-flow rate pumping solutions required in analytical instrumentation, clinical diagnostics and drug discovery, high performance molded and extruded, biocompatible medical devices and implantables, air compressors used in medical, dental and industrial applications, optical components and coatings for applications in the fields of scientific research, defense, biotechnology, aerospace, semiconductor, telecommunications and electronics manufacturing, laboratory and commercial equipment used in the production of micro and nano scale materials, precision photonic solutions used in life sciences, research and defense markets, and precision gear and peristaltic pump technologies that meet exacting original equipment manufacturer specifications. The 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, engineered stainless steel banding and clamping devices used in a variety of industrial and commercial applications, and precision equipment for dispensing, metering and mixing colorants and paints used in a variety of retail and commercial businesses around the world.
Information on the Company’s business segments is presented below, based on the nature of products and services offered. The Company evaluates performance based on several factors, of which operating income is the primary financial measure. Intersegment sales are accounted for at fair value as if the sales were to third parties.
 

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IDEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(unaudited)

 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2013
 
2012
 
2013
 
2012
 
(In thousands)
Net sales:
 
 
 
 
 
 
 
Fluid & Metering Technologies:
 
 
 
 
 
 
 
External customers
$
212,054

 
$
197,620

 
$
648,675

 
$
620,451

Intersegment sales
283

 
380

 
905

 
982

Total group sales
212,337

 
198,000

 
649,580

 
621,433

Health & Science Technologies:
 
 
 
 
 
 
 
External customers
177,674

 
174,351

 
528,459

 
516,314

Intersegment sales
954

 
1,874

 
3,904

 
4,260

Total group sales
178,628

 
176,225

 
532,363

 
520,574

Fire & Safety/Diversified Products:
 
 
 
 
 
 
 
External customers
100,889

 
107,888

 
326,376

 
326,655

Intersegment sales
188

 
311

 
450

 
1,518

Total group sales
101,077

 
108,199

 
326,826

 
328,173

Intersegment elimination
(1,425
)
 
(2,565
)
 
(5,259
)
 
(6,760
)
Total net sales
$
490,617

 
$
479,859

 
$
1,503,510

 
$
1,463,420

Operating income:
 
 
 
 
 
 
 
Fluid & Metering Technologies
$
51,736

 
$
41,649

 
$
155,930

 
$
132,477

Health & Science Technologies
36,775

 
27,305

 
103,564

 
84,711

Fire & Safety/Diversified Products
22,119

 
24,738

 
74,027

 
74,524

Corporate office and other
(13,261
)
 
(13,104
)
 
(41,881
)
 
(37,905
)
Total operating income
97,369

 
80,588

 
291,640

 
253,807

Interest expense
10,570

 
10,536

 
31,724

 
31,734

Other income (expense)-net
(188
)
 
132

 
518

 
19

Income before income taxes
$
86,611

 
$
70,184

 
$
260,434

 
$
222,092


 
September 30,
2013
 
December 31,
2012
 
(In thousands)
Assets:
 
 
 
Fluid & Metering Technologies
$
1,053,338

 
$
1,023,143

Health & Science Technologies
1,133,401

 
1,102,868

Fire & Safety/Diversified Products
495,163

 
488,886

Corporate office and other(1)
167,479

 
170,493

Total assets
$
2,849,381

 
$
2,785,390

(1)
Includes intersegment eliminations.

5.    Earnings Per Common Share
Earnings per common share (“EPS”) are computed by dividing net income by the weighted average number of shares of common stock (basic) plus common stock equivalents outstanding (diluted) during the period. Common stock equivalents consist of stock options, which have been included in the calculation of weighted average shares outstanding using the treasury stock method, unvested shares, and shares issuable in connection with certain deferred compensation agreements (“DCUs”).

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IDEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(unaudited)

ASC 260 “Earnings Per Share” provides that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends participate in undistributed earnings with common shareholders. If awards are considered participating securities, the Company is required to apply the two-class method of computing basic and diluted earnings per share. The Company has determined that its outstanding unvested shares are participating securities. Accordingly, earnings per common share are computed using the more dilutive of the treasury stock method and the two-class method prescribed by ASC 260. For the purposes of calculating diluted EPS, net income attributable to common shareholders was reduced by $0.3 million and $0.2 million for the three months ended September 30, 2013 and 2012, respectively and by $0.8 million and $0.6 million for the nine months ended September 30, 2013 and 2012, respectively.
Basic weighted average shares reconciles to diluted weighted average shares as follows:
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2013
 
2012
 
2013
 
2012
 
(In thousands)
Basic weighted average common shares outstanding
81,259

 
82,482

 
81,762

 
82,820

Dilutive effect of stock options, unvested shares, performance share units and DCUs
959

 
888

 
939

 
965

Diluted weighted average common shares outstanding
82,218

 
83,370

 
82,701

 
83,785

Options to purchase approximately 0.03 million and 0.6 million shares of common stock for the three and nine months ended September 30, 2013, respectively, were not included in the computation of diluted EPS because the effect of their inclusion would be antidilutive. Options to purchase approximately 1.3 million shares of common stock for the three and nine months ended September 30, 2012, respectively, were not included in the computation of diluted EPS because the effect of their inclusion would be antidilutive.

6.    Inventories
The components of inventories as of September 30, 2013 and December 31, 2012 were:
 
 
September 30,
2013
 
December 31,
2012
 
(In thousands)
Raw materials and component parts
$
139,856

 
$
139,229

Work-in-process
40,652

 
33,025

Finished goods
56,263

 
62,696

Total
$
236,771

 
$
234,950

Inventories are stated at the lower of cost or market. Cost, which includes material, labor, and factory overhead, is determined on a FIFO basis.

7.    Goodwill and Intangible Assets
The changes in the carrying amount of goodwill for the nine months ended September 30, 2013, by reportable business segment, were as follows:
 
(In thousands)
Fluid &
Metering
Technologies
 
Health &
Science
Technologies
 
Fire &  Safety/
Diversified
Products
 
Total
Balance at December 31, 2012
$
524,325

 
$
553,204

 
$
244,198

 
$
1,321,727

Foreign currency translation
1,973

 
(465
)
 
2,947

 
4,455

Acquisitions

 
17,994

 

 
17,994

Balance at September 30, 2013
$
526,298

 
$
570,733

 
$
247,145

 
$
1,344,176


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IDEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(unaudited)

ASC 350 “Goodwill and Other Intangible Assets” requires that goodwill be tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. Annually on October 31, goodwill and other acquired intangible assets with indefinite lives are tested for impairment. The Company did not consider there to be any triggering event that would require an interim impairment assessment, therefore none of the goodwill or other acquired intangible assets with indefinite lives were tested for impairment during the nine months ended September 30, 2013.

     The following table provides the gross carrying value and accumulated amortization for each major class of intangible asset at September 30, 2013 and December 31, 2012:
 
 
At September 30, 2013
 
 
 
At December 31, 2012
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
 
Weighted
Average
Life
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
 
(In thousands)
 
 
 
(In thousands)
Amortized intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Patents
$
10,611

 
$
(4,920
)
 
$
5,691

 
11
 
$
10,650

 
$
(4,273
)
 
$
6,377

Trade names
104,248

 
(26,583
)
 
77,665

 
16
 
103,113

 
(21,603
)
 
81,510

Customer relationships
241,836

 
(113,784
)
 
128,052

 
10
 
230,196

 
(93,273
)
 
136,923

Non-compete agreements
3,750

 
(3,195
)
 
555

 
3
 
3,505

 
(2,827
)
 
678

Unpatented technology
75,420

 
(30,840
)
 
44,580

 
11
 
74,758

 
(24,211
)
 
50,547

Other
6,881

 
(4,124
)
 
2,757

 
10
 
6,841

 
(3,604
)
 
3,237

Total amortized intangible assets
442,746

 
(183,446
)
 
259,300

 
 
 
429,063

 
(149,791
)
 
279,272

Unamortized intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Banjo trade name
62,100

 

 
62,100

 
 
 
62,100

 

 
62,100

Total intangible assets
$
504,846

 
$
(183,446
)
 
$
321,400

 
 
 
$
491,163

 
$
(149,791
)
 
$
341,372

The unamortized Banjo trade name is an indefinite lived intangible asset which is tested for impairment on an annual basis in accordance with ASC 350 or more frequently if events or changes in circumstances indicate that the asset might be impaired.

8.    Accrued Expenses
The components of accrued expenses as of September 30, 2013 and December 31, 2012 were:
 
 
September 30,
2013
 
December 31,
2012
 
(In thousands)
Payroll and related items
$
60,747

 
$
55,618

Management incentive compensation
16,473

 
15,974

Income taxes payable
10,460

 
10,284

Insurance
9,406

 
8,974

Warranty
4,811

 
4,875

Deferred revenue
10,699

 
9,682

Restructuring
608

 
10,887

Liability for uncertain tax positions
1,492

 
2,679

Accrued interest
9,144

 
1,713

Contingent consideration for acquisition
4,890

 
3,528

Other
26,505

 
25,962

Total accrued expenses
$
155,235

 
$
150,176



12

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IDEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(unaudited)

9.    Other Noncurrent Liabilities
The components of Other noncurrent liabilities as of September 30, 2013 and December 31, 2012 were:
 
 
September 30,
2013
 
December 31,
2012
 
(In thousands)
Pension and retiree medical obligations
$
94,216

 
$
96,853

Liability for uncertain tax positions
4,723

 
4,989

Deferred revenue
5,948

 
6,534

Contingent consideration for acquisition

 
5,515

Other
14,879

 
14,484

Total other noncurrent liabilities
$
119,766

 
$
128,375


10.    Borrowings
Borrowings at September 30, 2013 and December 31, 2012 consisted of the following:
 
 
September 30,
2013
 
December 31,
2012
 
(In thousands)
Revolving Facility
$
20,000

 
$
21,000

4.2% Senior Notes, due December 2021
349,253

 
349,197

4.5% Senior Notes, due December 2020
298,793

 
298,689

2.58% Senior Euro Notes, due June 2015
109,512

 
107,042

Other borrowings
6,864

 
10,648

Total borrowings
784,422

 
786,576

Less current portion
4,379

 
7,335

Total long-term borrowings
$
780,043

 
$
779,241

On June 27, 2011, the Company and certain of its subsidiaries entered into a credit agreement (the “Credit Agreement”), as borrowers (the “Borrowers”), with Bank of America, N.A., as administrative agent, swing line lender and an issuer of letters of credit, and other lenders party thereto which provided for a new revolving credit facility (the “Revolving Facility”). The Revolving Facility replaced the Company’s previous $600.0 million credit facility, which expired in December 2011.
The Revolving Facility is an aggregate principal amount of $700.0 million with a maturity date of June 27, 2016. Up to $75.0 million of the Revolving Facility is available for the issuance of letters of credit. Additionally, up to $25.0 million of the Revolving Facility is available to the Company for swing line loans, available on a same-day basis.
Proceeds of the Revolving Facility are available for use for working capital and other general corporate purposes, including refinancing existing debt of the Company and its subsidiaries. The Company may request increases in the lending commitments under the Credit Agreement, but the aggregate lending commitments may not exceed $950.0 million. The Company has the right, subject to certain conditions set forth in the Credit Agreement, to designate certain foreign subsidiaries of the Company as borrowers under the Credit Agreement. In connection with any such designation, the Company is required to guarantee the obligations of any such subsidiaries under the Credit Agreement. Under the Credit Agreement, Fast & Fluid Management Europe B.V., (“FME”) and IDEX UK Ltd. (“IDEX UK”) were approved by the lenders as designated borrowers. At September 30, 2013, FME and IDEX UK had no borrowings under the Revolving Facility.
 
Borrowings under the Revolving Facility bear interest, at either an alternate base rate or an adjusted LIBOR rate plus, in each case, an applicable margin. Such applicable margin is based on the Company’s senior, unsecured, long-term debt rating and can range from .875% to 1.70%. Based on the Company’s credit rating at September 30, 2013, the applicable margin was 1.05%. Interest is payable (a) in the case of base rate loans, quarterly, and (b) in the case of LIBOR rate loans, on the maturity date of the borrowing, or quarterly from the effective date for borrowings exceeding three months. An annual Revolving Facility fee, also based on the Company’s credit rating, is currently 20 basis points and is payable quarterly.

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IDEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(unaudited)

The Credit Agreement contains affirmative and negative covenants that the Company believes are usual and customary for senior unsecured credit agreements, including a financial covenant requiring a maximum leverage ratio of 3.25 to 1.0 , which is the ratio of the Company’s consolidated total debt to its consolidated EBITDA, each as defined in the Credit Agreement.
The Credit Agreement also contains customary events of default (subject to grace periods, as appropriate) including among others: nonpayment of principal, interest or fees; breach of the representations or warranties in any material respect; breach of the financial, affirmative or negative covenants; payment default on, or acceleration of, other material indebtedness; bankruptcy or insolvency; material judgments entered against the Company or any of its subsidiaries; certain specified events under the Employee Retirement Income Security Act of 1974, as amended; certain changes in control of the Company; and the invalidity or unenforceability of the Credit Agreement or other documents associated with the Credit Agreement.
At September 30, 2013, $20.0 million was outstanding under the Revolving Facility, with $9.1 million of outstanding letters of credit, resulting in net available borrowing capacity under the Revolving Facility at September 30, 2013 of approximately $670.9 million.
On June 9, 2010, the Company completed a private placement of €81.0 million ($96.8 million) aggregate principal amount of 2.58% Series 2010 Senior Euro Notes due June 9, 2015 (“2.58% Senior Euro Notes”) pursuant to a Master Note Purchase Agreement, dated June 9, 2010 (the “Purchase Agreement”). The Purchase Agreement provides for the issuance of additional series of notes in the future, provided that the aggregate principal amount outstanding under the agreement at any time does not exceed $750.0 million. The 2.58% Senior Euro Notes bear interest at a rate of 2.58% per annum, which is payable semi-annually in arrears on each June 9th and December 9th and will mature on June 9, 2015. The 2.58% Senior Euro Notes are unsecured obligations of the Company and rank pari passu in right of payment with all of the Company’s other senior debt. The Company may at any time prepay all or any portion of the 2.58% Senior Euro Notes; provided that any such portion is greater than 5% of the aggregate principal amount of Notes then outstanding under the Purchase Agreement. In the event of a prepayment, the Company would be required to pay an amount equal to par plus accrued interest plus a make-whole premium. The Purchase Agreement contains certain covenants that restrict the Company’s ability to, among other things, transfer or sell assets, create liens and engage in certain mergers or consolidations. In addition, the Company must comply with a leverage ratio and interest coverage ratio as set forth in the Purchase Agreement. The Purchase Agreement provides for customary events of default. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding 2.58% Senior Euro Notes will become due and payable immediately without further action or notice. In the case of payment events of defaults, any holder of the 2.58% Senior Euro Notes affected thereby may declare all the 2.58% Senior Euro Notes held by it due and payable immediately. In the case of any other event of default, a majority of the holders of the 2.58% Senior Euro Notes may declare all the 2.58% Senior Euro Notes to be due and payable immediately.
On December 6, 2010, the Company completed a public offering of $300.0 million 4.5% senior notes due December 15, 2020 (“4.5% Senior Notes”). The net proceeds from the offering of $295.7 million, after deducting a $1.6 million issuance discount, a $1.9 million underwriting commission and $0.8 million offering expenses, were used to repay $250.0 million of outstanding bank indebtedness, with the balance used for general corporate purposes. The 4.5% Senior Notes bear interest at a rate of 4.5% per annum, which is payable semi-annually in arrears on each June 15th and December 15th. The Company may redeem all or a portion of the 4.5% Senior Notes at any time prior to maturity at the redemption prices set forth in the Note Indenture governing the 4.5% Senior Notes. The Company may issue additional debt from time to time pursuant to the Indenture. The Indenture and 4.5% Senior Notes contain covenants that limit the Company’s ability to, among other things, incur certain liens securing indebtedness, engage in certain sale-leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all the Company’s assets. The terms of the 4.5% Senior Notes also require the Company to make an offer to repurchase the 4.5% Senior Notes upon a change of control triggering event (as defined in the Indenture) at a price equal to 101% of their principal amount plus accrued and unpaid interest, if any.
On December 9, 2011, the Company completed a public offering of $350.0 million 4.2% senior notes due December 15, 2021 (“4.2% Senior Notes”). The net proceeds from the offering of $346.2 million, after deducting a $0.9 million issuance discount, a $2.3 million underwriting commission and $0.6 million offering expenses, were used to repay $306.0 million of outstanding bank indebtedness, with the balance used for general corporate purposes. The 4.2% Senior Notes bear interest at a rate of 4.2% per annum, which is payable semi-annually in arrears on each June 15th and December 15th. The Company may redeem all or a portion of the 4.2% Senior Notes at any time prior to maturity at the redemption prices set forth in the Note Indenture governing the 4.2% Senior Notes. The Company may issue additional debt from time to time pursuant to the Indenture. The Indenture and 4.2% Senior Notes contain covenants that limit the Company’s ability to, among other things, incur certain liens securing indebtedness, engage in certain sale-leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all the Company’s assets. The terms of the 4.2% Senior Notes also require the Company to make

14

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IDEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(unaudited)

an offer to repurchase the 4.2% Senior Notes upon a change of control triggering event (as defined in the Indenture) at a price equal to 101% of their principal amount plus accrued and unpaid interest, if any.
Other borrowings of $6.9 million at September 30, 2013 consisted of capital leases and debt at international locations maintained for working capital purposes. Interest is payable on the outstanding debt balances at the international locations at rates ranging from 0.4% to 1.4% per annum.
There are two key financial covenants that the Company is required to maintain in connection with the Revolving Facility and 2.58% Senior Euro Notes. The most restrictive financial covenants under these debt instruments require a minimum interest coverage ratio of 3.0 to 1 and a maximum leverage ratio of 3.25 to 1. At September 30, 2013, the Company was in compliance with both of these financial covenants. There are no financial covenants relating to the 4.5% Senior Notes or 4.2% Senior Notes however, both are subject to cross-default provisions.

11.    Derivative Instruments
The Company enters into cash flow hedges to reduce the exposure to variability in certain expected future cash flows. The type of cash flow hedges the Company enters into includes foreign currency contracts and interest rate exchange agreements that effectively convert a portion of floating-rate debt to fixed-rate debt and are designed to reduce the impact of interest rate changes on future interest expense.
The effective portion of gains or losses on interest rate exchange agreements is reported in accumulated other comprehensive income (loss) in shareholders’ equity and reclassified into net income in the same period or periods in which the hedged transaction affects net income. The remaining gain or loss in excess of the cumulative change in the present value of future cash flows or the hedged item, if any, is recognized into net income during the period of change.
 
Fair values relating to derivative financial instruments reflect the estimated amounts that the Company would receive or pay to sell or buy the contracts based on quoted market prices of comparable contracts at each balance sheet date.
On April 15, 2010, the Company entered into a forward starting interest rate contract with a notional amount of $300.0 million with a settlement date in December 2010. This contract was entered into in anticipation of the issuance of the 4.5% Senior Notes and was designed to lock in the market interest rate as of April 15, 2010. In December 2010, the Company settled and paid this interest rate contract for $31.0 million. The $31.0 million is being amortized into interest expense over the 10 year term of the 4.5% Senior Notes, which results in an effective interest rate of 5.8%.
On July 12, 2011, the Company entered into a forward starting interest rate contract with a notional amount of $350.0 million and a settlement date of September 30, 2011. This contract was entered into in anticipation of the issuance of the 4.2% Senior Notes and was designed to lock in the market interest rate as of July 12, 2011. On September 29, 2011, the Company settled this interest rate contract for $34.7 million with a payment made on October 3, 2011. Simultaneously, the Company entered into a separate interest rate contract with a notional amount of $350.0 million and a settlement date of February 28, 2012. The contract was entered into in anticipation of the expected issuance of the 4.2% Senior Notes and was designed to maintain the market rate as of July 12, 2011. In December 2011, the Company settled and paid the September interest rate contract for $4.0 million, resulting in a total settlement of $38.7 million. Of the $38.7 million, $0.8 million was recognized as other expense in 2011 and the balance of $37.9 million is being amortized into interest expense over the 10 year term of the 4.2% Senior Notes, which results in an effective interest rate of 5.3%.
As of September 30, 2013, the Company did not have any interest rate contracts outstanding.
The following table summarizes the loss reclassified into income for interest rate contracts for September 30, 2013 and 2012:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2013
 
2012
 
2013
 
2012
Interest rate agreements
$
1,847

 
$
1,898

 
$
5,587

 
$
5,743

Approximately $7.3 million of the pre-tax amount included in accumulated other comprehensive income (loss) in shareholders’ equity at September 30, 2013 will be recognized to net income over the next 12 months as the underlying hedged transactions are realized.


15

Table of Contents


12.    Fair Value Measurements
ASC 820 “Fair Value Measurements and Disclosures” defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The standard utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs, other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.
The following table summarizes the basis used to measure the Company’s financial assets and (liabilities) at fair value on a recurring basis in the balance sheet at September 30, 2013 and December 31, 2012:
 
 
Basis of Fair Value Measurements
 
Balance at 
 September 30, 2013
 
Level 1
 
Level 2
 
Level 3
 
(In thousands)
Money market investment
$
14,973

 
$
14,973

 
$

 
$

Available for sale securities
2,956

 
2,956

 

 

Contingent consideration
(4,890
)
 

 

 
(4,890
)
 
 
Basis of Fair Value Measurements
 
Balance at 
 December 31, 2012
 
Level 1
 
Level 2
 
Level 3
 
(In thousands)
Money market investment
$
11,165

 
$
11,165

 
$

 
$

Available for sale securities
2,862

 
2,862

 

 

Contingent consideration
(9,043
)
 

 

 
(9,043
)
There were no transfers of assets or liabilities between Level 1 and Level 2 during the first nine months of 2013 or 2012.
In determining the initial fair value of the contingent consideration potentially due on the acquisition of Matcon, the Company used probability weighted estimates adjusted for the time value of money. In April 2013, the Company paid $3.8 million on the contingent consideration arrangement based on Matcon's 2012 operating results. The remaining $4.9 million represents management's best estimate of the remaining liability, based on a range of outcomes of Matcon's 2013 operating results and is expected to be paid during the first six months of 2014. At September 30, 2013, the $4.9 million of contingent consideration is included in Accrued expenses in the Consolidated Balance Sheet.
The carrying value of our cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximates their fair values because of the short term nature of these instruments. At September 30, 2013, the fair value of our Revolving Facility, 2.58% Senior Euro Notes, 4.5% Senior Notes and 4.2% Senior Notes, based on quoted market prices and current market rates for debt with similar credit risk and maturity, was approximately $792.2 million compared to the carrying value of $777.6 million. This fair value measurement is classified as Level 2 within the fair value hierarchy since it is determined based upon significant inputs observable in the market, including interest rates on recent financing transactions to entities with a credit rating similar to ours.


16

Table of Contents
IDEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(unaudited)

13.    Other Comprehensive Income (Loss)
The components of other comprehensive income (loss) are as follows:
 
Three months ended 
 September 30, 2013
 
Three months ended 
 September 30, 2012
 
Pre-tax
 
Tax
 
Net of tax
 
Pre-tax
 
Tax
 
Net of tax
 
(In thousands)
Cumulative translation adjustment
$
28,835

 
$

 
$
28,835

 
$
23,335

 
$

 
$
23,335

Pension and other postretirement adjustments
1,328

 
(632
)
 
696

 
2,217

 
(789
)
 
1,428

Reclassification adjustments for derivatives
1,847

 
(673
)
 
1,174

 
1,898

 
(694
)
 
1,204

Total other comprehensive income (loss)
$
32,010

 
$
(1,305
)
 
$
30,705

 
$
27,450

 
$
(1,483
)
 
$
25,967

 
 
Nine Months Ended 
 September 30, 2013
 
Nine Months Ended 
 September 30, 2012
 
Pre-tax
 
Tax
 
Net of tax
 
Pre-tax
 
Tax
 
Net of tax
 
(In thousands)
Cumulative translation adjustment
$
5,726

 
$

 
$
5,726

 
$
11,635

 
$

 
$
11,635

Pension and other postretirement adjustments
4,784

 
(1,877
)
 
2,907

 
7,024

 
(2,508
)
 
4,516

Reclassification adjustments for derivatives
5,587

 
(2,036
)
 
3,551

 
5,743

 
(2,099
)
 
3,644

Total other comprehensive income (loss)
$
16,097

 
$
(3,913
)
 
$
12,184

 
$
24,402

 
$
(4,607
)
 
$
19,795


The following table summarizes the amounts reclassified from accumulated other comprehensive income (loss) to net income (loss) during the three and nine months ended September 30, 2013 and 2012:
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
 
 
2013
 
2012
 
2013
 
2012
 
Income Statement Caption
 
(In thousands)
 
 
Pension and other postretirement plans:
 
 
 
 
 
 
 
 
 
Amortization of service cost
$
1,328

 
$
2,217

 
$
4,784

 
$
7,024

 
Selling, general and administrative expense
Total before tax
1,328

 
2,217

 
4,784

 
7,024

 
 
Provision for income taxes
(632
)
 
(789
)
 
(1,877
)
 
(2,508
)
 
 
Total net of tax
$
696

 
$
1,428

 
$
2,907

 
$
4,516

 
 
Derivatives:
 
 
 
 
 
 
 
 
 
Reclassification adjustments
$
1,847

 
$
1,898

 
$
5,587

 
$
5,743

 
Interest expense
Total before tax
1,847

 
1,898

 
5,587

 
5,743

 
 
Provision for income taxes
(673
)
 
(694
)
 
(2,036
)
 
(2,099
)
 
 
Total net of tax
$
1,174

 
$
1,204

 
$
3,551

 
$
3,644

 
 


17

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14.    Common and Preferred Stock
On October 22, 2012, the Company’s Board of Directors approved a $200.0 million increase in the authorized level for repurchases of common stock. Repurchases under the program will be funded with future cash flow generation or cash available under the Revolving Facility. During the first nine months of 2013, the Company purchased a total of 2.5 million shares at a cost of $139.9 million, of which $2.7 million was settled in October 2013. During the first nine months of 2012, the Company purchased 1.9 million shares at a cost of $75.2 million.
At September 30, 2013 and December 31, 2012, the Company had 150 million shares of authorized common stock, with a par value of $.01 per share, and 5 million shares of authorized preferred stock, with a par value of $.01 per share. No preferred stock was outstanding at September 30, 2013 and December 31, 2012.

15.    Share-Based Compensation
During the nine months ended September 30, 2013, the Company granted approximately 0.6 million stock options and 0.2 million unvested shares. During the nine months ended September 30, 2012, the Company granted approximately 0.8 million stock options and 0.2 million unvested shares.
Beginning in 2013, the Company provides performance share units to selected key employees that may be earned based on IDEX total shareholder return over the three-year period following the date of grant. Performance share units (referred to as TSR awards) are expected to be made annually and are paid out at the end of a three-year period based on the Company’s performance. Performance is measured by determining the percentile rank of the total shareholder return of IDEX common stock in relation to the total shareholder return of the S&P Midcap 400 Industrial Group for the three-year period following the date of grant. The payment of awards following the three-year award period will be based on performance achieved in accordance with the scale set forth in the plan agreement and may range from 0 percent to 200 percent of the initial grant. A target payout of 100 percent is earned if total shareholder return is equal to the 50th percentile of the S&P Midcap 400 Industrial Group. Performance share units earn dividend equivalents for the award period, which will be paid to participants with the award payout at the end of the period based on the actual number of performance share units that are earned. Payments made at the end of the award period will be in the form of stock, except for dividend equivalents, which will be paid in cash. During the nine months ended September 30, 2013, the Company granted approximately 0.1 million performance share units.
Weighted average performance share unit fair values and assumptions for the period specified are disclosed below. The performance share units are market condition awards and have been assessed at fair value on the date of grant using a Monte Carlo simulation model.
 
Nine Months Ended 
 September 30, 2013
Weighted average fair value of performance share units
$50.45
Dividend yield
0.00%
Volatility
28.99%
Risk-free forward interest rate
0.40%
Expected life (in years)
2.87
Weighted average option fair values and assumptions for the periods specified are disclosed below. The fair value of each option grant was estimated on the date of grant using the Binomial lattice option pricing model.
 
 
Three Months Ended 
 September 30,
 
2013
 
2012
Weighted average fair value of option grants
$15.09
 
$9.55
Dividend yield
1.57%
 
2.07%
Volatility
30.65%
 
31.96%
Risk-free forward interest rate
0.11%-4.60%
 
0.18%-3.34%
Expected life (in years)
5.85
 
5.89


18

Table of Contents
IDEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(unaudited)

 
Nine Months Ended 
 September 30,
 
2013
 
2012
Weighted average fair value of option grants
$12.94
 
$11.40
Dividend yield
1.57%
 
1.59%
Volatility
30.93%
 
32.01%
Risk-free forward interest rate
0.17%-4.12%
 
0.17%-3.97%
Expected life (in years)
5.86
 
5.97
The Company’s policy is to recognize compensation cost on a straight-line basis over the requisite service period for the entire award. Additionally, the Company’s general policy is to issue newly issued shares of common stock to satisfy stock option exercises, grants of unvested shares and vesting of performance share units.
Total compensation cost for stock options is as follows:
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2013
 
2012
 
2013
 
2012
 
(In thousands)
Cost of goods sold
$
94

 
$
111

 
$
385

 
$
593

Selling, general and administrative expenses
1,238

 
1,233

 
4,659

 
4,661

Total expense before income taxes
1,332

 
1,344

 
5,044

 
5,254

Income tax benefit
(439
)
 
(442
)
 
(1,620
)
 
(1,642
)
Total expense after income taxes
$
893

 
$
902

 
$
3,424

 
$
3,612

 
Total compensation cost for unvested shares is as follows:
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2013
 
2012
 
2013
 
2012
 
(In thousands)
Cost of goods sold
$
338

 
$
199

 
$
1,065

 
$
802

Selling, general and administrative expenses
2,077

 
1,443

 
6,721

 
5,106

Total expense before income taxes
2,415

 
1,642

 
7,786

 
5,908

Income tax benefit
(551
)
 
(412
)
 
(1,864
)
 
(1,552
)
Total expense after income taxes
$
1,864

 
$
1,230

 
$
5,922

 
$
4,356

Total compensation cost for performance share units is as follows:
 
 
Three Months Ended 
 September 30, 2013
 
Nine Months Ended 
 September 30, 2013
 
(In thousands)
Cost of goods sold
$

 
$

Selling, general and administrative expenses
229

 
634

Total expense before income taxes
229

 
634

Income tax benefit
(82
)
 
(195
)
Total expense after income taxes
$
147

 
$
439

Classification of stock compensation cost within the Consolidated Statements of Operations is consistent with classification of cash compensation for the same employees.

19

Table of Contents
IDEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(unaudited)

As of September 30, 2013, there was $10.4 million of total unrecognized compensation cost related to stock options that is expected to be recognized over a weighted-average period of 1.4 years, $13.4 million of total unrecognized compensation cost related to unvested shares/units that is expected to be recognized over a weighted-average period of 1.1 years, and $1.9 million of total unrecognized compensation cost related to performance share units that is expected to be recognized over a weighted-average period of 1.2 years.
A summary of the Company’s stock option activity as of September 30, 2013, and changes during the nine months ended September 30, 2013 is presented in the following table:
 
Stock Options
Shares
 
Weighted
Average
Price
 
Weighted-Average
Remaining
Contractual Term
 
Aggregate
Intrinsic
Value
Outstanding at January 1, 2013
3,223,742

 
$
33.16

 
6.37
 
$
43,106,153

Granted
647,767

 
50.58

 
 
 
 
Exercised
(1,085,455
)
 
28.14

 
 
 
 
Forfeited/Expired
(73,136
)
 
42.56

 
 
 
 
Outstanding at September 30, 2013
2,712,918

 
$
39.07

 
6.97
 
$
71,000,856

Vested and expected to vest at September 30, 2013
2,119,596

 
$
38.97

 
6.80
 
$
55,701,676

Exercisable at September 30, 2013
1,237,438

 
$
32.11

 
5.15
 
$
41,013,330


16.    Retirement Benefits
The Company sponsors several qualified and nonqualified defined benefit and defined contribution pension plans and other postretirement plans for its employees. The following tables provide the components of net periodic benefit cost for its major defined benefit plans and its other postretirement plans.

 
Pension Benefits
 
Three Months Ended September 30,
 
2013
 
2012
 
U.S.
 
Non-U.S.
 
U.S.
 
Non-U.S.
 
(In thousands)
Service cost
$
381

 
$
373

 
$
239

 
$
328

Interest cost
673

 
593

 
876

 
527

Expected return on plan assets
(1,326
)
 
(298
)
 
(964
)
 
(256
)
Net amortization
1,491

 
263

 
817

 
77

Net periodic benefit cost
$
1,219

 
$
931

 
$
968

 
$
676

 
 
Pension Benefits
 
Nine Months Ended September 30,
 
2013
 
2012
 
U.S.
 
Non-U.S.
 
U.S.
 
Non-U.S.
 
(In thousands)
Service cost
$
1,144

 
$
1,057

 
$
1,272

 
$
1,006

Interest cost
2,825

 
1,645

 
3,051

 
1,632

Expected return on plan assets
(3,989
)
 
(814
)
 
(3,361
)
 
(773
)
Net amortization
4,482

 
731

 
4,244

 
244

Net periodic benefit cost
$
4,462

 
$
2,619

 
$
5,206

 
$
2,109

 

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Other Postretirement Benefits
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(In Thousands)
Service cost
$
241

 
$
191

 
$
726

 
$
572

Interest cost
226

 
230

 
680

 
687

Net amortization
6

 
(37
)
 
17

 
(111
)
Net periodic benefit cost
$
473

 
$
384

 
$
1,423

 
$
1,148

The Company previously disclosed in its financial statements for the year ended December 31, 2012, that it expected to contribute approximately $7.0 million to its defined benefit plans and $0.9 million to its other postretirement benefit plans in 2013. As of September 30, 2013, $6.0 million of contributions have been made to the defined benefit plans and $0.6 million has been made to its other postretirement benefit plans. The Company presently anticipates contributing up to an additional $0.5 million in 2013 to fund these plans.

17.    Legal Proceedings
The Company is party to various legal proceedings arising in the ordinary course of business, none of which are expected to have a material impact on its business, financial condition, results of operations or cash flows.

18.    Income Taxes
The Company’s provision for income taxes is based upon estimated annual tax rates for the year applied to federal, state and foreign income. The provision for income taxes increased to $22.8 million in the third quarter of 2013 from $20.1 million in the third quarter of 2012. The effective tax rate decreased to 26.3% for the third quarter of 2013 compared to 28.6% in the third quarter of 2012 due to discrete tax benefits and the mix of global pre-tax income among jurisdictions.
The provision for income taxes increased to $72.8 million in the first nine months of 2013 from $65.4 million in the same period of 2012. The effective tax rate decreased to 27.9% for the first nine months of 2013 compared to 29.5% in the same period of 2012 primarily due to discrete tax benefits, the enactment of the American Taxpayer Relief Act of 2012 on January 2, 2013, which reinstated the U.S. R&D credit retroactively to January 1, 2012, as well as the mix of global pre-tax income among jurisdictions.
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. Due to the potential for resolution of federal, state and foreign examinations, and the expiration of various statutes of limitation, it is reasonably possible that the Company’s gross unrecognized tax benefits balance may change within the next twelve months by a range of zero to $1.5 million.

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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary Statement Under the Private Securities Litigation Reform Act
The “Overview and Outlook” and the “Liquidity and Capital Resources” sections of this Management’s Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those statements. The risks and uncertainties include, but are not limited to, those risks and uncertainties identified under the heading “Risk Factors” in item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, and information contained in subsequent reports filed by IDEX with the Securities and Exchange Commission. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented here.

Overview and Outlook
IDEX is an applied solutions company specializing in fluid and metering technologies, health and science technologies, and fire, safety and other diversified products built to customers’ specifications. IDEX’s products are sold in niche markets to a wide range of industries throughout the world. Accordingly, IDEX's businesses are affected by levels of industrial activity and economic conditions in the U.S. and in other countries where it does business and by the relationship of the U.S. dollar to other currencies. Levels of capacity utilization and capital spending in certain industries and overall industrial activity are among the factors that influence the demand for IDEX’s products.
The Company has three reportable business segments: Fluid & Metering Technologies, Health & Science Technologies and Fire & Safety/Diversified Products. Within these 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 eight groups, where we will focus on organic growth and strategic acquisitions. The Fluid & Metering Technologies segment is comprised of the Energy, Diaphragm & Dosing Pump Technology, and Chemical, Food & Process platforms as well as the Water Services & Technology and Agricultural groups. The Health & Science Technologies segment is comprised of the IDEX Optics & Photonics, Scientific Fluidics and Material Process Technologies platforms, as well as the Sealing Solutions and the Industrial groups. The Fire & Safety/Diversified Products segment is comprised of the Dispensing, Rescue, Band-It, and Fire Suppression groups.
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 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, very high precision, low-flow rate pumping solutions required in analytical instrumentation, clinical diagnostics and drug discovery, high performance molded and extruded, biocompatible medical devices and implantables, air compressors used in medical, dental and industrial applications, optical components and coatings for applications in the fields of scientific research, defense, 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.
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 key financial highlights for the three months ended September 30, 2013 are as follows:
Sales of $491 million increased 2%; organic sales — excluding acquisitions and foreign currency translation — were up 1%.
Operating income of $97.4 million increased 21%.
Net income increased 27% to $63.8 million.
Diluted EPS of $0.78 increased 18 cents, or 30%, compared to 2012.


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Table of Contents


Some of our key financial highlights for the nine months ended September 30, 2013 are as follows:
Sales of $1,504 million increased 3%; organic sales — excluding acquisitions and foreign currency translation — were up slightly.
Operating income of $291.6 million increased 15%.
Net income increased 20% to $187.7 million.
Diluted EPS of $2.27 increased 40 cents, or 21%, compared to 2012.
Our projected fourth quarter 2013 EPS is in the range of $0.78 to $0.80. Given the Company’s current outlook and the projection of 2% organic revenue growth for the year, we have increased our full year EPS outlook - we now expect full year 2013 diluted EPS of $3.05 to $3.07.

Results of Operations
The following is a discussion and analysis of our results of operations for the three and nine month periods ended September 30, 2013 and 2012. Segment operating income excludes unallocated corporate operating expenses.
In this report, references to organic sales, a non-GAAP measure, refers to sales from continuing operations calculated according to generally accepted accounting principles in the United States but excludes (1) sales from acquired businesses during the first twelve months of ownership and (2) the impact of foreign currency translation. The portion of sales attributable to foreign currency translation is calculated as the difference between (a) the period-to-period change in organic sales and (b) the period-to-period change in organic sales after applying prior period foreign exchange rates to the current year period. Management believes that reporting organic sales provides useful information to investors by helping identify underlying growth trends in our business and facilitating easier comparisons of our revenue performance with prior and future periods and to our peers. The Company excludes the effect of foreign currency translation from organic sales because foreign currency translation is not under management’s control, is subject to volatility and can obscure underlying business trends. The Company excludes the effect of acquisitions because the nature, size, and number of acquisitions can vary dramatically from period to period and between the Company and its peers and can also obscure underlying business trends and make comparisons of long-term performance difficult.
Management’s primary measurements of segment performance are sales, operating income, and operating margin. In addition, due to the highly acquisitive nature of the Company, the determination of operating income includes amortization of acquired intangible assets and, as a result, management reviews depreciation and amortization as a percentage of sales. These measures are monitored by management and significant changes in operating results versus current trends in end markets and variances from forecasts are analyzed with segment management.
Consolidated Results in the Three Months Ended September 30, 2013 Compared with the Same Period of 2012
 
Three Months Ended 
 September 30,
(In thousands)
2013
 
2012
Net sales
$
490,617

 
$
479,859

Operating income
97,369

 
80,588

Operating margin
19.8
%
 
16.8
%
Depreciation and amortization
$
19,779

 
$
19,545

Depreciation and amortization as a percentage of net sales
4.0
%
 
4.1
%
Sales in the three months ended September 30, 2013 were $490.6 million, a 2% increase from the comparable period last year. This increase reflects a 1% increase in organic sales and 1% from acquisitions (Matcon - July 2012 and FTL - March 2013).  Organic sales to customers outside the U.S. represented approximately 51% of total sales in the third quarter of 2013 compared with 49% in the same period in 2012.
For the third quarter of 2013, Fluid & Metering Technologies contributed 43% of sales and 47% of operating income; Health & Science Technologies accounted for 36% of sales and 33% of operating income; and Fire & Safety/Diversified Products represented 21% of sales and 20% of operating income.
Gross profit of $211.5 million in the third quarter of 2013 increased $16.7 million, or 9%, from the third quarter of 2012. Gross profit as a percentage of sales, or gross margin, was 43.1% in the third quarter of 2013 and 40.6% for the same period in 2012. The increase in gross margin primarily reflects volume leverage, improved productivity and benefits from prior period restructuring activities.

23

Table of Contents



Selling, general and administrative (“SG&A”) expenses increased to $114.1 million in the third quarter of 2013 from $107.2 million in 2012. The $6.9 million increase reflects approximately $1.6 million of incremental costs from new acquisitions and $5.3 million of volume related expenses. As a percentage of sales, SG&A expenses were 23.3% for 2013 and 22.3% for 2012.
During the three months ended September 30, 2012, the Company recorded pre-tax restructuring expenses totaling $7.1 million. These restructuring expenses were mainly attributable to employee severance related to employee reductions across various functional areas, the termination of a defined benefit pension plan and facility rationalization resulting from the Company's cost savings initiatives.
Operating income of $97.4 million and operating margin of 19.8% in the third quarter of 2013 were up from the $80.6 million of operating income and 16.8% of operating margin recorded during the same period in 2012, primarily due to an increase in volume, improved productivity and benefits from our structural cost actions taken in the prior year, as well as third quarter 2012 operating margin being negatively impacted by $7.1 million of restructuring charges.
Other expense, net was $0.2 million in the third quarter of 2013 compared with $0.1 million of income recorded in the third quarter of 2012, primarily due to higher losses on foreign currency.
Interest expense of $10.6 million in the third quarter of 2013 increased slightly from $10.5 million during the same period in 2012.
The provision for income taxes is based upon estimated annual tax rates for the year applied to federal, state and foreign income. The provision for income taxes increased to $22.8 million in the third quarter of 2013 compared to $20.1 million in the third quarter of 2012. The effective tax rate decreased to 26.3% for the third quarter of 2013 compared to 28.6% in the third quarter of 2012 due to discrete tax benefits and the mix of global pre-tax income among jurisdictions.
Net income for the third quarter of $63.8 million increased from the $50.1 million during the same period in 2012. Diluted earnings per share in the third quarter of 2013 of $0.78 increased $0.18, or 30%, compared with the third quarter 2012.
Fluid & Metering Technologies Segment
 
Three Months Ended 
 September 30,
(In thousands)
2013
 
2012
Net sales
$
212,337

 
$
198,000

Operating income
51,736

 
41,649

Operating margin
24.4
%
 
21.0
%
Depreciation and amortization
$
6,981

 
$
7,246

Depreciation and amortization as a percentage of net sales
3.3
%
 
3.7
%
Sales of $212.3 million increased $14.3 million, or 7%, in the third quarter of 2013 compared with the same period of 2012. This sales increase reflects a 6% increase in organic sales and 1% favorable foreign currency translation. In the third quarter of 2013, organic sales increased approximately 7% domestically and 5% internationally. Organic sales to customers outside the U.S. were approximately 46% of total segment sales during the third quarter of 2013, compared with 48% in the same period of 2012.
Sales increased across all platforms and groups of the Fluid & Metering Technologies segment, compared to the third quarter of 2012. The increase within our Energy platform was primarily due to strength of electronic retrofits in the North American market as well as international aviation orders. Sales increased within our Chemical, Food & Process platform primarily due to strength within our chemical markets, while our core markets of Germany and North America distribution remain stable. The sales increase within our Diaphragm & Dosing Pump Technology platform is mainly attributable to strength in the oil and gas markets. Sales within our Agricultural group increased due to an early order pattern and new product introductions. The sales increase within our Water Services & Technology group is primarily attributable to increased quote activity in North America and stability in Northern Europe and Asia.
Operating income and operating margin of $51.7 million and 24.4%, respectively, were higher than the $41.6 million and 21.0% recorded in the third quarter of 2012, primarily due to volume leverage, operational execution, and the continued benefit of cost-out actions along with 2012 being negatively impacted by $0.7 million of restructuring charges.

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Table of Contents


 
Health & Science Technologies Segment
 
Three Months Ended 
 September 30,
(In thousands)
2013
 
2012
Net sales
$
178,628

 
$
176,225

Operating income
36,775

 
27,305

Operating margin
20.6
%
 
15.5
%
Depreciation and amortization
$
10,798

 
$
10,273

Depreciation and amortization as a percentage of net sales
6.0
%
 
5.8
%
Sales of $178.6 million increased $2.4 million, or 1%, in the third quarter of 2013 compared with the same period of 2012. This increase reflects a 2% decrease in organic sales, 4% growth from acquisitions (Matcon and FTL) and 1% unfavorable foreign currency translation. In the third quarter of 2013, organic sales decreased 9% domestically and increased 5% internationally. Organic sales to customers outside the U.S. were approximately 54% of total segment sales in the third quarter of 2013, compared with 48% in the third quarter of 2012.
Sales within our Material Process Technologies platform increased compared to the third quarter of 2012 primarily due to the Matcon acquisition and strength in the Asian food and pharmaceutical markets. Sales increased compared to the third quarter of 2012 within our Scientific Fluidics platform due to growth in the North American and Western European markets, driven by new product introductions and gains in market share. Sales within our Sealing Solutions group increased compared to the third quarter of 2012 due to the acquisition of FTL and strong sales to the oil & gas and scientific markets. Sales within our Optics and Photonics platform decreased compared to the third quarter of 2012 due to the exit of low margin businesses at the end of 2012 and weakness in the semiconductor market. Sales within our Industrial group decreased compared to the third quarter of 2012 due to certain OEM business from the prior year not repeating in the current year.
Operating income and operating margin of $36.8 million and 20.6%, respectively, in the third quarter of 2013 were higher than the $27.3 million and 15.5% recorded in the third quarter of 2012, primarily due to acquisitions, improved productivity and benefits from prior period restructuring actions along with the third quarter of 2012 being negatively impacted by $3.2 million of restructuring charges.
Fire & Safety/Diversified Products Segment
 
Three Months Ended 
 September 30,
(In thousands)
2013
 
2012
Net sales
$
101,077

 
$
108,199

Operating income
22,119

 
24,738

Operating margin
21.9
%
 
22.9
%
Depreciation and amortization
$
1,726

 
$
1,622

Depreciation and amortization as a percentage of net sales
1.7
%
 
1.5
%
Sales of $101.1 million decreased $7.1 million, or 6%, in the third quarter of 2013 compared with the third quarter of 2012. This decrease reflects a 7% decrease in organic sales and 1% favorable foreign currency translation. In the third quarter of 2013, organic sales decreased 12% domestically and 3% internationally. Organic sales to customers outside the U.S. were approximately 55% of total segment sales in the third quarter of 2013, compared with 54% in the third quarter of 2012.
Sales within our Dispensing group decreased as 2012 third quarter sales included a large replenishment order; however, North American demand continued to gain traction with a large equipment order, and the X-Smart product drove market share gains in Europe and emerging markets. The sales increase within our Band-It group was driven by new vehicle platforms in North America and continued cable management shipments in China. Sales within our Fire Suppression group increased slightly as a result of strong China project orders. Sales within our Rescue group decreased slightly as a result of project funding delays in China, offset by a slight improvement in the Eastern Europe market.

25

Table of Contents


Operating income and operating margin of $22.1 million and 21.9%, respectively, were lower than the $24.7 million and 22.9% recorded in the third quarter of 2012, primarily due to lower volume and unfavorable product mix across the segment. The 2012 operating margin was also negatively impacted by $2.1 million of restructuring charges.
Consolidated Results in the Nine Months Ended September 30, 2013 Compared with the Same Period of 2012
 
 
Nine Months Ended 
 September 30,
(In thousands)
2013
 
2012
Net sales
$
1,503,510

 
$
1,463,420

Operating income
291,640

 
253,807

Operating margin
19.4
%
 
17.4
%
Depreciation and amortization
$
59,695

 
$
57,938

Depreciation and amortization as a percentage of net sales
4.0
%
 
4.0
%
Sales in the nine months ended September 30, 2013 were $1,503.5 million, a 3% increase from the comparable period last year. This increase reflects a 1% increase in organic sales and a 2% increase from acquisitions (ERC — April 2012, Matcon — July 2012 and FTL — March 2013). Organic sales to customers outside the U.S. represented approximately 50% of total sales in both periods.
For the first nine months of 2013, Fluid & Metering Technologies contributed 43% of sales and 47% of operating income; Health & Science Technologies accounted for 35% of sales and 31% of operating income; and Fire & Safety/Diversified Products represented 22% of sales and 22% of operating income.
Gross profit of $646.4 million in the first nine months of 2013 increased $45.5 million, or 8%, from the same period in 2012. Gross margin of 43.0% in the first nine months of 2013 increased from 41.1% during the same period in 2012. The increase in gross margin primarily resulted from an increase in volume and benefits from the Company’s structural cost actions taken in prior years.
Selling, general and administrative expenses increased to $354.7 million in the first nine months of 2013 from $332.4 million during the same period of 2012. The change reflects an increase of approximately $9.2 million for incremental costs from new acquisitions and an increase in volume related expenses of $13.1 million. As a percentage of sales, SG&A expenses were 23.6% for the first nine months of 2013 and 22.7% for the same period of 2012.
During the nine months ended September 30, 2012, the Company recorded pre-tax restructuring expenses totaling $14.6 million. These restructuring expenses were mainly attributable to employee severance related to employee reductions across various functional areas and facility rationalization resulting from the Company’s cost savings initiatives.
Operating income of $291.6 million in the first nine months of 2013 was up from the $253.8 million recorded during the same period in 2012, primarily reflecting an increase in volume, improved productivity and restructuring-related charges recorded in 2012. Operating margin of 19.4% in the first nine months of 2013 was up from 17.3% during the same period of 2012, primarily due to increased volume, productivity, and benefits from the Company’s structural cost actions taken in prior years along with 2012 being negatively impacted by $14.6 million of restructuring charges.
Other income, net of $0.5 million in the first nine months of 2013 was up $0.5 million compared with the same period in 2012, primarily due to higher gains on foreign currency transactions.
Interest expense was $31.7 million in the first nine months of 2013 and 2012.
The provision for income taxes is based upon estimated annual tax rates for the year applied to federal, state and foreign income. The provision for income taxes of $72.8 million for the first nine months of 2013 increased compared to $65.4 million recorded in the same period of 2012. The effective tax rate decreased to 27.9% for the first nine months of 2013 compared to 29.5% in the same period of 2012 primarily due to discrete tax benefits, the enactment of the American Taxpayer Relief Act of 2012 on January 2, 2013, which reinstated the U.S. R&D credit retroactively to January 1, 2012, as well as the mix of global pre-tax income among jurisdictions.
Net income in the first nine months of 2013 of $187.7 million increased from $156.6 million during the same period of 2012. Diluted earnings per share in the first nine months of 2013 of $2.27 increased $0.40, or 21%, compared with the same period in 2012.

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Fluid & Metering Technologies Segment
 
 
Nine Months Ended 
 September 30,
(In thousands)
2013
 
2012
Net sales
$
649,580

 
$
621,433

Operating income
155,930

 
132,477

Operating margin
24.0
%
 
21.3
%
Depreciation and amortization
$
20,953

 
$
22,194

Depreciation and amortization as a percentage of net sales
3.2
%
 
3.6
%
Sales of $649.6 million increased $28.1 million, or 5%, in the first nine months of 2013 compared with the same period of 2012. This reflects a 4% increase in organic sales and 1% favorable foreign currency translation. In the first nine months of 2013, organic sales increased 6% domestically and 2% internationally. Organic sales to customers outside the U.S. were approximately 45% of total segment sales during the first nine months of 2013, compared with 47% during the same period in 2012.
Sales within our Energy platform increased in the first nine months of 2013 compared to the same period of 2012, due to a stronger than anticipated North American LPG market, international aviation and project sales to emerging markets. Sales within our Chemical Food & Process platform increased compared to the first nine months of 2012 based on strength in the chemical markets and large projects in emerging markets, partially offset by weak general industrial demand. Sales within our Agriculture group increased due to higher demand in North America and new product introductions. Diaphragm & Dosing Pump Technology platform sales increased slightly compared to the first nine months of 2012 due to growth within our North American markets and low growth within the European and Asian markets. Our Water Services & Technology group saw increased sales in the first nine months of 2013 compared to the same period in 2012 based on demand for new systems and increased order activity in the North American municipal water markets.
Operating income and operating margin of $155.9 million and 24.0%, respectively, were higher than the $132.5 million and 21.3% recorded in the first nine months of 2012, primarily due to increased volume, operational execution, benefits from the Company’s structural cost actions taken in prior years and 2012 being negatively impacted by $3.7 million of restructuring charges.
Health & Science Technologies Segment
 
 
Nine Months Ended 
 September 30,
(In thousands)
2013
 
2012
Net sales
$
532,363

 
$
520,574

Operating income
103,564

 
84,711

Operating margin
19.5
%
 
16.3
%
Depreciation and amortization
$
32,537

 
$
29,293

Depreciation and amortization as a percentage of net sales
6.1
%
 
5.6
%
Sales of $532.4 million increased $11.8 million, or 2%, in the first nine months of 2013 compared with the same period in 2012. This reflects 7% growth from acquisitions (ERC, Matcon and FTL), partially offset by a 4% decrease in organic sales and 1% unfavorable foreign currency translation. In the first nine months of 2013, organic sales decreased 4% both domestically and internationally. Organic sales to customers outside the U.S. were approximately 52% of total segment sales in the first nine months of 2013 compared with 50% during the same period in 2012.
Sales within our Material Process Technologies platform increased compared to the first nine months of 2012 due to a full nine months of sales from Matcon, which was acquired in July 2012, and strength in the Asian food and pharmaceutical markets. Sales within our Scientific Fluidics platform increased compared to the first nine months of 2012 due to gaining market share through new product introductions as well as strengthening within the North American and Western European markets. Sales within the Sealing Solutions group increased compared to the first nine months of 2012 due to the acquisition of FTL in March 2013 as well as strong sales in the scientific and oil & gas markets. Sales within our Optics and Photonics platform decreased compared to the first nine months of 2012 due to our exit of low margin businesses at the end of 2012, partially offset by a stabilization within the industrial, semiconductor and defense markets. Sales within our Industrial group decreased compared to the first nine months of 2012 due to lower North American distributor sales, partially offset by slightly higher sales in the automotive end markets.

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Operating income and operating margin of $103.6 million and 19.5%, respectively, in the first nine months of 2013 was up from the $84.7 million and 16.3% recorded in the same period of 2012, primarily due to increased volume, productivity, cost savings from our prior period restructuring actions and 2012 being negatively impacted by $5.8 million of restructuring charges.
Fire & Safety/Diversified Products Segment
 
 
Nine Months Ended 
 September 30,
(In thousands)
2013
 
2012
Net sales
$
326,826

 
$
328,173

Operating income
74,027

 
74,524

Operating margin
22.7
%
 
22.7
%
Depreciation and amortization
$
5,175

 
$
5,225

Depreciation and amortization as a percentage of net sales
1.6
%
 
1.6
%
Sales of $326.8 million decreased $1.3 million in the first nine months of 2013 compared with the same period in 2012. This reflects -1% organic growth offset by 1% favorable foreign currency translation. In the first nine months of 2013, organic sales decreased 2% domestically and increased 1% internationally. Organic sales to customers outside the U.S. were approximately 57% of total segment sales in the first nine months of 2013 and 2012.
Sales within our Dispensing group decreased as a result of softness within the European markets. The sales increase within our Band-It group was driven by new vehicle platforms in North America and continued cable management shipments in China. Sales within our Fire Suppression group increased as a result of demand in international markets, particularly China and Eastern Europe, and new products in adjacent markets. Sales within our Rescue group increased as a result of robust demand for rescue tools from emerging markets.
Operating income of $74.0 million was lower than the $74.5 million recorded in the first nine months of 2012, primarily due to lower volume and unfavorable product mix across the segment. Operating margin was 22.7% in the first nine months of 2013 and 2012. The 2012 operating margin was negatively impacted by $3.6 million of restructuring charges.

Liquidity and Capital Resources
At September 30, 2013, working capital was $641.7 million and the current ratio was 3.1 to 1. Cash flows from operating activities for the first nine months of 2013 increased $59.4 million, or 25%, to $299.9 million compared to the first nine months of 2012 mainly due to higher earnings and improved working capital utilization.
Cash flows provided by operating activities were more than adequate to fund capital expenditures of $23.1 million and $28.1 million in the first nine months of 2013 and 2012, respectively. Capital expenditures were generally for machinery and equipment that improved productivity, tooling, business system technology and replacement of equipment and facilities. Management believes that the Company has sufficient capacity in its plants and equipment to meet expected needs for future growth.
The Company maintains the Revolving Facility, which is a $700.0 million unsecured, multi-currency bank credit facility expiring on June 27, 2016. At September 30, 2013, there were $20 million of outstanding borrowings under the Revolving Facility and outstanding letters of credit totaled approximately $9.1 million. The net available borrowing capacity under the Revolving Facility at September 30, 2013, was approximately $670.9 million. Borrowings under the Revolving Facility bear interest, at either an alternate base rate or an adjusted LIBOR rate plus, in each case, an applicable margin. Such applicable margin is based on the Company’s senior, unsecured, long-term debt rating and can range from .875% to 1.70%. Based on the Company’s credit rating at September 30, 2013, the applicable margin was 1.05%. Interest is payable (a) in the case of base rate loans, quarterly, and (b) in the case of LIBOR rate loans, on the maturity date of the borrowing, or quarterly from the effective date for borrowings exceeding three months. An annual Revolving Facility fee, also based on the Company’s credit rating, is currently 20 basis points and is payable quarterly.
On June 9, 2010, the Company completed a private placement of €81.0 million ($96.8 million) aggregate principal amount of 2.58% Series 2010 Senior Euro Notes due June 9, 2015 (“2.58% Senior Euro Notes”) pursuant to a Master Note Purchase Agreement, dated June 9, 2010 (the “Purchase Agreement”). The Purchase Agreement provides for the issuance of additional series of notes in the future, provided that the aggregate principal amount outstanding under the agreement at any time does not exceed $750.0 million. The 2.58% Senior Euro Notes bear interest at a rate of 2.58% per annum, which is payable semi-annually in arrears on each June 9th and December 9th and will mature on June 9, 2015. The 2.58% Senior Euro Notes are unsecured

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obligations of the Company and rank pari passu in right of payment with all of the Company’s other senior debt. The Company may at any time prepay all or any portion of the 2.58% Senior Euro Notes; provided that any such portion is greater than 5% of the aggregate principal amount of Notes then outstanding under the Purchase Agreement. In the event of a prepayment, the Company would be required to pay an amount equal to par plus accrued interest plus a make-whole premium. The Purchase Agreement contains certain covenants that restrict the Company’s ability to, among other things, transfer or sell assets, create liens and engage in certain mergers or consolidations. In addition, the Company must comply with a leverage ratio and interest coverage ratio as set forth in the Purchase Agreement. The Purchase Agreement provides for customary events of default. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding 2.58% Senior Euro Notes will become due and payable immediately without further action or notice. In the case of payment events of defaults, any holder of the 2.58% Senior Euro Notes affected thereby may declare all the 2.58% Senior Euro Notes held by it due and payable immediately. In the case of any other event of default, a majority of the holders of the 2.58% Senior Euro Notes may declare all the 2.58% Senior Euro Notes to be due and payable immediately.
On December 6, 2010, the Company completed a public offering of $300.0 million 4.5% senior notes due December 15, 2020 (“4.5% Senior Notes”). The net proceeds from the offering of $295.7 million, after deducting a $1.6 million issuance discount, a $1.9 million underwriting commission and $0.8 million offering expenses, were used to repay $250.0 million of outstanding bank indebtedness, with the balance used for general corporate purposes. The 4.5% Senior Notes bear interest at a rate of 4.5% per annum, which is payable semi-annually in arrears on each June 15th and December 15th. The Company may redeem all or a portion of the 4.5% Senior Notes at any time prior to maturity at the redemption prices set forth in the Note Indenture governing the 4.5% Senior Notes. The Company may issue additional debt from time to time pursuant to the Indenture. The Indenture and 4.5% Senior Notes contain covenants that limit the Company’s ability to, among other things, incur certain liens securing indebtedness, engage in certain sale-leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all the Company’s assets. The terms of the 4.5% Senior Notes also require the Company to make an offer to repurchase the 4.5% Senior Notes upon a change of control triggering event (as defined in the Indenture) at a price equal to 101% of their principal amount plus accrued and unpaid interest, if any.
On December 9, 2011, the Company completed a public offering of $350.0 million 4.2% senior notes due December 15, 2021 (“4.2% Senior Notes”). The net proceeds from the offering of $346.2 million, after deducting a $0.9 million issuance discount, a $2.3 million underwriting commission and $0.6 million offering expenses, were used to repay $306.0 million of outstanding bank indebtedness, with the balance used for general corporate purposes. The 4.2% Senior Notes bear interest at a rate of 4.2% per annum, which is payable semi-annually in arrears on each June 15th and December 15th. The Company may redeem all or a portion of the 4.2% Senior Notes at any time prior to maturity at the redemption prices set forth in the Note Indenture governing the 4.2% Senior Notes. The Company may issue additional debt from time to time pursuant to the Indenture. The Indenture and 4.2% Senior Notes contain covenants that limit the Company’s ability to, among other things, incur certain liens securing indebtedness, engage in certain sale-leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all the Company’s assets. The terms of the 4.2% Senior Notes also require the Company to make an offer to repurchase the 4.2% Senior Notes upon a change of control triggering event (as defined in the Indenture) at a price equal to 101% of their principal amount plus accrued and unpaid interest, if any.
On April 15, 2010, the Company entered into a forward starting interest rate contract with a notional amount of $300.0 million with a settlement date in December 2010. This contract was entered into in anticipation of the issuance of the 4.5% Senior Notes and was designed to lock in the market interest rate as of April 15, 2010. In December 2010, the Company settled and paid this interest rate contract for $31.0 million. The $31.0 million is being amortized into interest expense over the 10 year term of the 4.5% Senior Notes, which results in an effective interest rate of 5.8%.
On July 12, 2011, the Company entered into a forward starting interest rate contract with a notional amount of $350.0 million and a settlement date of September 30, 2011. This contract was entered into in anticipation of the issuance of the 4.2% Senior Notes and was designed to lock in the market interest rate as of July 12, 2011. On September 29, 2011, the Company settled this interest rate contract for $34.7 million with a payment made on October 3, 2011. Simultaneously, the Company entered into a separate interest rate contract with a notional amount of $350.0 million and a settlement date of February 28, 2012. The contract was entered into in anticipation of the expected issuance of the 4.2% Senior Notes and was designed to maintain the market rate as of July 12, 2011. In December 2011, the Company settled and paid the September interest rate contract for $4.0 million, resulting in a total settlement of $38.7 million. Of the $38.7 million, $0.8 was recognized as other expense in 2011 and the balance of $37.9 million is being amortized into interest expense over the 10 year term of the 4.2% Senior Notes, which results in an effective interest rate of 5.3%.
There are two key financial covenants that the Company is required to maintain in connection with the Revolving Facility and 2.58% Senior Euro Notes. The most restrictive financial covenants under these debt instruments require a minimum interest coverage ratio of 3.0 to 1 and a maximum leverage ratio of 3.25 to 1. At September 30, 2013, the Company was in compliance with both of these financial covenants, as the Company’s interest coverage ratio was 11.05 to 1 and the leverage ratio was 1.75 to

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1. There are no financial covenants relating to the 4.5% Senior Notes or 4.2% Senior Notes; however, both are subject to cross-default provisions.
On October 22, 2012, the Company’s Board of Directors approved a $200.0 million increase in the authorized level for repurchases of common stock. Repurchases under the program will be funded with future cash flow generation or cash available under the revolving facility. During the first nine months of 2013, the Company purchased a total of 2.5 million shares at a cost of $139.9 million, of which $2.7 million was settled in October 2013. As of September 30, 2013, the Company had $95.4 million remaining from the October 22, 2012 authorized repurchase.
The Company believes current cash, cash from operations and cash available under the Revolving Facility will be sufficient to meet its operating cash requirements, planned capital expenditures, interest on all borrowings, pension and postretirement funding requirements, authorized share repurchases and annual dividend payments to holders of the Company’s stock for the remainder of 2013 and 2014. Additionally, in the event that suitable businesses are available for acquisition upon acceptable terms, the Company may obtain all or a portion of the financing for these acquisitions through the incurrence of additional borrowings. As of September 30, 2013, $20.0 million was outstanding under the Revolving Facility, with $9.1 million of outstanding letters of credit, resulting in net available borrowing capacity under the Revolving Facility at September 30, 2013 of approximately $670.9 million.


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Item 3.    Quantitative and Qualitative Disclosures About Market Risk.
The Company is subject to market risk associated with changes in foreign currency exchange rates and interest rates. The Company may, from time to time, enter into foreign currency forward contracts and interest rate swaps on its debt when it believes there is a financial advantage in doing so. A treasury risk management policy, adopted by the Board of Directors, describes the procedures and controls over derivative financial and commodity instruments, including foreign currency forward contracts and interest rate swaps. Under the policy, the Company does not use derivative financial or commodity instruments for trading purposes, and the use of these instruments is subject to strict approvals by senior officers. Typically, the use of derivative instruments is limited to foreign currency forward contracts and interest rate swaps on the Company’s outstanding long-term debt.
The Company’s foreign currency exchange rate risk is limited principally to the Euro, British Pound, Canadian Dollar, Japanese Yen, Indian Rupee and Chinese Renminbi. The Company manages its foreign exchange risk principally through invoicing customers in the same currency as the source of products. The effect of transaction gains and losses is reported within other income (expense)-net on the Consolidated Statements of Operations.

The Company’s interest rate exposure is primarily related to the $784.4 million of total debt outstanding at September 30, 2013. Approximately 3% of the debt is priced at interest rates that float with the market. A 50 basis point movement in the interest rate on the floating rate debt would result in an approximate $0.1 million annualized increase or decrease in interest expense and cash flows. The remaining debt is fixed rate debt.

Item 4.    Controls and Procedures.
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by Rule 13a-15(b) promulgated under the Securities Exchange Act, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded as of September 30, 2013, that the Company’s disclosure controls and procedures were effective.
There has been no change in the Company’s internal controls over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.


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PART II. OTHER INFORMATION
 
Item 1.
Legal Proceedings.
The Company and six of its subsidiaries are presently named as defendants in a number of lawsuits claiming various asbestos-related personal injuries, allegedly as a result of exposure to products manufactured with components that contained asbestos. These components were acquired from third party suppliers, and were not manufactured by any of the subsidiaries. To date, the majority of the Company’s settlements and legal costs, except for costs of coordination, administration, insurance investigation and a portion of defense costs, have been covered in full by insurance, subject to applicable deductibles. However, the Company cannot predict whether and to what extent insurance will be available to continue to cover these settlements and legal costs, or how insurers may respond to claims that are tendered to them. Claims have been filed in jurisdictions throughout the United States. Most of the claims resolved to date have been dismissed without payment. The balance have been settled for various insignificant amounts. Only one case has been tried, resulting in a verdict for the Company’s business unit. No provision has been made in the financial statements of the Company, other than for insurance deductibles in the ordinary course, and the Company does not currently believe the asbestos-related claims will have a material adverse effect on the Company’s business, financial position, results of operations or cash flows.
The Company is also party to various other legal proceedings arising in the ordinary course of business, none of which is expected to have a material adverse effect on its business, financial condition, results of operations or cash flows.
 

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Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
The following table provides information about the Company’s purchases of its common stock during the quarter ended September 30, 2013:
 
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)
July 1, 2013 to July 31, 2013
307,712

 
$
57.75

 
307,712

 
$
130,947,725

August 1, 2013 to August 31, 2013
293,184

 
$
60.80

 
293,184

 
$
113,122,274

September 1, 2013 to September 30, 2013
279,849

 
$
63.18

 
279,849

 
$
95,442,553

Total
880,745

 
$
60.58

 
880,745

 
$
95,442,553

 
(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.

Item 6.
Exhibits.
The exhibits listed in the accompanying “Exhibit Index” are filed or furnished as part of this report.


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
IDEX Corporation
 
By:
/S/    HEATH A. MITTS
 
 
Heath A. Mitts
 
 
Vice President and Chief Financial Officer
(Principal Financial Officer)
 
 
 
 
By:
/S/    MICHAEL J. YATES
 
 
Michael J. Yates
 
 
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
Date: October 31, 2013

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EXHIBIT INDEX
 
Exhibit
Number
 
Description
3.1
 
Restated Certificate of Incorporation of IDEX Corporation (incorporated by reference to Exhibit No. 3.1 to the Registration Statement on Form S-1 of IDEX, et al., Registration No. 33-21205, as filed on April 21, 1988)
 
 
3.1(a)
 
Amendment to Restated Certificate of Incorporation of IDEX Corporation (incorporated by reference to Exhibit No. 3.1(a) to the Quarterly Report of IDEX on Form 10-Q for the quarter ended March 31, 1996, Commission File No. 1-10235)
 
 
3.1(b)
 
Amendment to Restated Certificate of Incorporation of IDEX Corporation (incorporated by reference to Exhibit No. 3.1(b) to the Current Report of IDEX on Form 8-K dated March 24, 2005, Commission File No. 1-10235)
 
 
3.2
 
Amended and Restated By-Laws of IDEX Corporation (incorporated by reference to Exhibit No. 3.1 to the Current Report of IDEX Corporation on form 8-K filed November 14, 2011, Commission File No. 1-10235)
 
 
 
3.2(a)
 
Amended and Restated Article III, Section 13 of the Amended and Restated By-Laws of IDEX Corporation (incorporated by reference to Exhibit No. 3.2(a) to Post-Effective Amendment No. 3 to the Registration Statement on Form S-1 of IDEX, et al., Registration No. 33-21205, as filed on February 12, 1990)
 
 
*31.1
 
Certification of Chief Executive Officer Pursuant to Section 302 of Sarbanes Oxley Act of 2002
 
 
*31.2
 
Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes Oxley Act of 2002
 
 
*32.1
 
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
 
 
*32.2
 
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
 
 
*101
 
The following financial information from IDEX Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, formatted in XBRL includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Earnings, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statement of Shareholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements.
 
 
 
* Filed Herewith

35